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TICKETMASTER STOCK PLAN
(AS AMENDED AND RESTATED)
Ticketmaster Group, Inc. (formerly known as "Ticketmaster Holdings Group, Ltd."), an Illinois corporation (the
"Company"), established the Ticketmaster Stock Plan (the "Plan") as a means whereby the Company may, through awards of
(i) incentive stock options within the meaning of section 422 of the Code (as herein defined), (ii) stock appreciation rights, (iii)
non-qualified stock options, (iv) restricted stock, and (v) phantom stock:
(a) provide employees of the Company and its subsidiaries with additional incentive to promote the success of the
Company's and its Subsidiaries' businesses;
(b) enable such employees to acquire proprietary interests in the Company;
(c) encourage such employees to remain in the employ of the Company and its Subsidiaries; and
(d) provide Officers and Directors of, and consultants to, the Company and its Subsidiaries (who are not otherwise
employees) with additional incentive to promote the success of the Company's and its Subsidiaries' businesses.
The Plan was adopted on June 30, 1994, subsequently amended on September 1, 1994, and is hereby further amended and
restated in the form of this Plan document effective as provided herein. The provisions of this Plan do not apply to or affect any
option, SAR, or stock heretofore or hereafter granted under any other stock plan of the Company or any Subsidiary, and all
such options, SARs or stock continue to be governed by and subject to the applicable provisions of the plan or agreement
under which they were granted.
2.01 " BOARD " or " BOARD OF DIRECTORS " means the board of directors of the Company.
2.02 " CAUSE " means, as determined in the sole discretion of the Board, a Participant's (a) commission of a felony;
(b) dishonesty or misrepresentation involving the Company o