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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Arrangements for Compensation of Certain Officers.
Joe Berchtold Employment Agreement
OnDecember 21, 2022 ,Live Nation Entertainment, Inc. ("Live Nation" or the "Company") entered into an employment agreement withJoe Berchtold effective as ofJanuary 1, 2023 (the "Berchtold Agreement") to serve asLive Nation's President and Chief Financial Officer. The term of the Berchtold Agreement ends onDecember 31, 2027 . After that date, unless earlier terminated,Mr. Berchtold's employment withLive Nation will be on an at-will basis.Mr. Berchtold's existing employment agreement is set to expire onDecember 31, 2022 . Under the Berchtold Agreement,Mr. Berchtold receives a base salary of$2,000,000 per year, and will be eligible to receive annual salary increases at the discretion of the Compensation Committee.Mr. Berchtold is eligible to receive an annual cash performance bonus with a target equal to 200% of his base salary, scaled from 90% to 110% of the target based on the achievement of performance targets to be established annually by the Compensation Committee. In connection with, and pursuant to, the Berchtold Agreement,Mr. Berchtold (a) onDecember 21, 2022 received a grant targeted at 744,691 performance shares, to vest and be settled in restricted shares of Company common stock from time to time during a performance period running fromJanuary 1, 2023 throughDecember 31, 2027 upon attainment of various stock price targets for a period of 60 days (which do not have to be consecutive) during such performance period, with the actual number of shares earned ranging from 0% to 100% of the target award amount, and (b) will receive a lump sum cash signing bonus of$6,000,000 , payable byDecember 30, 2022 . The grant and the cash signing bonus are subject toMr. Berchtold's continued employment withLive Nation . The performance share award was made pursuant to the Company's form of performance share award agreement, a copy of which is attached as Exhibit 10.3 and is incorporated herein by reference. IfMr. Berchtold is terminated byLive Nation without cause orMr. Berchtold terminates his employment for good reason, subject toMr. Berchtold's execution of a general release of claims, he will receive a cash payment equal to his base salary multiplied by two, along with the immediate acceleration of the vesting of all unvested Company equity awards then held byMr. Berchtold . The Berchtold Agreement also contains customary non-disclosure, non-solicitation and indemnification provisions. The description of the Berchtold Agreement set forth above is qualified in its entirety by the Berchtold Agreement attached as Exhibit 10.1 and incorporated herein by reference.
Michael Rawls Employment Agreement
OnDecember 21, 2022 ,Live Nation entered into an employment agreement withMichael Rowles effective as ofJanuary 1, 2023 (the "Rowles Agreement") to serve asLive Nation's Executive Vice President, General Counsel and Secretary. The term of the Rowles Agreement ends onDecember 31, 2027 . After that date, unless earlier terminated,Mr. Rowles' employment withLive Nation will be on an at-will basis.Mr. Rowles' existing employment agreement is set to expire onDecember 31, 2022 . Under the Rowles Agreement,Mr. Rowles will receive a base salary of$1,100,000 per year, and will be eligible to receive annual salary increases at the discretion of the Compensation Committee.Mr. Rowles is eligible to receive an annual cash performance bonus with a target equal to 150% of his base salary, scaled from 90% to 100% of the target based on the achievement of performance targets to be established annually by the Compensation Committee. In connection with, and pursuant to, the Rowles Agreement, onDecember 21, 2022 Mr. Rowles received a grant targeted at 74,469 performance shares, to vest and be settled in restricted shares of Company common stock from time to time during a performance period running fromJanuary 1, 2023 throughDecember 31, 2027 upon attainment of various stock price targets for a period of 60 days (which do not have to be consecutive) during such performance period, with the actual number of shares earned ranging from 0% to 100% of the target award amount, subject toMr. Rowles' continued employment withLive Nation . The performance share award was made pursuant to the Company's form of performance share award agreement, a copy of which is attached as Exhibit 10.3 and is incorporated herein by reference. IfMr. Rowles is terminated byLive Nation without cause orMr. Rowles terminates his employment for good reason, subject toMr. Rowles' execution of a general release of claims, he will receive a cash payment equal to his base salary multiplied by two, along with the immediate acceleration of the vesting of all unvested Company equity awards then held byMr. Rowles . -------------------------------------------------------------------------------- The Rowles Agreement also contains customary non-disclosure, non-solicitation and indemnification provisions. The description of the Rowles Agreement set forth above is qualified in its entirety by the Rowles Agreement attached as Exhibit 10.2 and incorporated herein by reference. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Appendices.
(d) Exhibits
Exhibit No. Exhibit Description 10.1 Employment Agreement, effective as of January
1. 2023 by and between Live
Nation Entertainment, Inc. and Joe Berchtold .
10.2 Employment Agreement, effective as of January 1. 2023 by and between Live
Nation Entertainment, Inc. and Michael Rowles .
10.3 Form of Performance Share Award Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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