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FORM 8-K
CKX, Inc. - CKXE
Filed: January 15, 2010 (period: January 13, 2010)
Report of unscheduled material events or corporate changes.
Table of Contents




                                            UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                                      Washington, D.C. 20549

                                                          FORM 8-K
                                                   CURRENT REPORT
                                             Pursuant to Section 13 or 15(d) of the
                                               Securities Exchange Act of 1934
                                   Date of Report (Date of earliest event reported): January 13, 2010


                                                       CKX, INC.
                                             (Exact name of registrant as specified in charter)

                Delaware                                          0-17436                                      27-0118168
       (State or other jurisdiction                            (Commission                                  (I.R.S. Employer
            of incorporation)                                  File Number)                                Identification No.)

                                                          650 Madison Avenue                                      10022
                                                          New York, New York                                    (Zip Code)
                                                           (Address of principal
                                                            executive offices)

                                    Registrant’s telephone number, including area code: (212) 838-3100

                                                   (Former Name or Former Address, if
                                                       Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
� Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
� Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
� Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
� Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Source: CKX, Inc., 8-K, January 15, 2010                                                             Powered by Morningstar® Document Research℠
                                                      TABLE OF CONTENTS
       Item 1.01 Entry Into a Material Definitive Agreement
       Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
       Compensatory Arrangements of Certain Officers
       Item 8.01 Other Events
       Item 9.01 Financial Statements and Exhibits
       SIGNATURES
       INDEX TO EXHIBITS
       EX-10.1
       EX-10.2
       EX-10.3
       EX-99.1




Source: CKX, Inc., 8-K, January 15, 2010                                                           Powered by Morningstar® Document Research℠
Table of Contents



Item 1.01 Entry Into a Material Definitive Agreement.
On January 13, 2010, CKX, Inc. (“CKX”) and its wholly owned subsidiary 19 Entertainment Limited (“19 Entertainment”) entered
into agreements with Simon Fuller, a director of CKX and the founder of 19 Entertainment, securing Mr. Fuller’s creative services as
a consultant and providing CKX with an option to participate in a new entertainment company that Mr. Fuller has launched. In
connection with the new consulting arrangements and the option, CKX and Mr. Fuller also agreed to the termination of Mr. Fuller’s
current employment with 19 Entertainment and Mr. Fuller resigned as a director of CKX and as an officer and director of 19
Entertainment. The agreements between CKX and Mr. Fuller are described below.

Consulting Agreement
On January 13, 2010, 19 Entertainment and Mr. Fuller entered into a Consultancy Deed (the “Consulting Agreement”), pursuant to
which 19 Entertainment has engaged Mr. Fuller as a consultant to provide services, including executive producer services, to 19
Entertainment in respect of its “American Idol,” “So You Think You Can Dance” and “If I Can Dream” programs (collectively, the
“Programs”). The terms of the Consulting Agreement provide that Mr. Fuller will receive a £250,000 signing fee. In addition, 19
Entertainment will pay Mr. Fuller 10% of the net profits of each of the “Programs” for the life of the Programs as long as Mr. Fuller
continues to provide consulting services. Mr. Fuller will receive $5,000,000 as an advance against the 10% fee for calendar year 2010.
For each year after 2010, subject to certain conditions, Mr. Fuller will continue to receive, as an annual advance against the 10% fee,
$3,000,000 if “American Idol” remains on the air and $2,000,000 if “So You Think You Can Dance” remains on the air. The advances
are payable in four quarterly annual installments and are non-refundable to CKX, but CKX may recoup the amount of such advances
from the 10% fee payable to Mr. Fuller. In addition, Mr. Fuller has agreed to provide general consulting services to CKX, 19
Entertainment and their subsidiaries for a period of six months for a fee of £1,500,000. If CKX does not exercise its option to acquire
at least 10% of Mr. Fuller’s new entertainment company, XIX Entertainment Limited (as described below), Mr. Fuller shall have a
one time right to terminate the Consulting Agreement with effect from the end of 2010, in which case CKX would have no further
payment obligations under the Consulting Agreement.

Option Agreement
On January 13, 2010, CKX entered into an Option Agreement (the “Option Agreement”) with Mr. Fuller and XIX Entertainment
Limited (“XIX”), a company registered in England and formed by Mr. Fuller to pursue entertainment related ventures. As of the date
hereof, Mr. Fuller owns one hundred percent of the issued and outstanding equity interests of XIX (the “Shares”).
Pursuant to the Option Agreement, CKX has the right to acquire between 10% and 33% of the Shares (the “Option”) at a price equal
to either another third party’s investment in XIX or at an appraised amount, provided that the maximum valuation for the
determination of the purchase price shall not exceed £100,000,000 for 100% of the Shares (the “Valuation Price”). Under the terms of
the Option Agreement, CKX paid Mr. Fuller £500,000 as consideration for the Option. The Option terminates on March 15, 2010.
CKX is not required to exercise any portion of the Option at any time.




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
Table of Contents


CKX may exercise the Option to purchase Shares at the Valuation Price at any time following the consummation of the acquisition of
at least five percent of the Shares by a third party at a valuation equal to or greater than the Valuation Price (a “Third Party
Investment”). If, however, at any time prior to the exercise of the Option by CKX, any third party investor acquires Shares at a value
below the Valuation Price, CKX’s purchase price under the Option shall be reduced to such value.
If no Third Party Investment has been consummated prior to February 28, 2010, CKX shall have the right exercise the Option to
purchase Shares at an appraised price rather than the Valuation Price. If prior to January 13, 2011, a third party investor acquires five
percent or more of the then issued and outstanding Shares for a price above the appraised price, CKX is required to pay additional
consideration in the amount of the difference between the appraised price and the subsequent valuation paid by the third party
investor, up to the Valuation Price.
Mr. Fuller has agreed to work exclusively through XIX for all entertainment and media related projects for a period of five years
(unless the Option expires unexercised by CKX). However, Mr. Fuller shall be entitled to own and operate a personal motion picture
development business outside of XIX.
For so long as CKX holds at least 25% of the equity in XIX, CKX shall have customary shareholder rights and protections.

Compromise Agreement
On January 13, 2010, CKX and 19 Entertainment entered into a Compromise Agreement (the “Compromise Agreement”) with
Mr. Fuller setting forth the terms of the termination of Mr. Fuller’s employment with 19 Entertainment.
Under the Compromise Agreement, 19 Entertainment is required pay Mr. Fuller a one time compensation payment of £480,000 and a
one time payment of £500,000 as consideration for his ongoing confidentiality and certain other obligations under the Compromise
Agreement.
The Compromise Agreement provides for the accelerated vesting of 290,000 options to purchase shares CKX common stock held by
Mr. Fuller. In addition, Mr. Fuller holds 200,000 shares of restricted stock and 60,000 options that had already vested prior to the date
of the Compromise Agreement.
In connection with this transaction, management will be conducting a thorough review to determine the profitability or applicability of
each of the businesses currently conducted by 19 Entertainment. If management determines that it would be in CKX’s and 19
Entertainment’s best interests to discontinue any of 19 Entertainment’s business activities, management may determine to sell or
transfer such business to XIX. If XIX elects to pursue any such business, CKX will not profit on any future development of such
business, except to the extent that it may benefit as a shareholder in XIX if CKX elects to exercise the Option. Both the exercise of the
Option and the transfer by 19 Entertainment of any of its rights with respect to any business activities that may be assumed by XIX
will require approval of the majority of CKX’s independent directors pursuant to CKX’s policies on affiliate transactions.
The foregoing summaries of the Consulting Agreement, Option Agreement and Compromise Agreement do not purport to be
complete and are subject to, and qualified in their entirety by, the




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
Table of Contents


full text of the Consulting Agreement, Option Agreement and Compromise Agreement, respectively, which are attached hereto as
Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January 13, 2010, in connection with the Compromise Agreement, Simon R. Fuller, a director of CKX since July 2005, resigned
from his positions as a director of CKX and as an officer and director of 19 Entertainment.

Item 8.01 Other Events.
On January 14, 2010, CKX issued a press release relating to the Consulting Agreement, Option Agreement and Compromise
Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.      Description

10.1             Consultancy Deed, dated January 13, 2010, by and between 19 Entertainment Limited and Simon R. Fuller.

10.2             Option Agreement, dated January 13, 2010, by and between CKX, Inc., Simon R. Fuller, and XIX Entertainment
                 Limited.

10.3             Compromise Agreement, dated January 13, 2010, by and between CKX, Inc., 19 Entertainment Limited, and Simon
                 R. Fuller.

99.1             Press release, dated January 13, 2010, issued by CKX, Inc.




Source: CKX, Inc., 8-K, January 15, 2010                                                        Powered by Morningstar® Document Research℠
Table of Contents



                                                            SIGNATURES
   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                                                  CKX, INC.

                                                                  By:    /s/ Thomas P. Benson
                                                                  Name: Thomas P. Benson
                                                                  Title: Chief Financial Officer,
                                                                         Executive Vice President and Treasurer

DATE: January 15, 2010




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
Table of Contents



                                                       INDEX TO EXHIBITS

Exhibit No.      Description

10.1             Consultancy Deed, dated January 13, 2010, by and between 19 Entertainment Limited and Simon R. Fuller.

10.2             Option Agreement, dated January 13, 2010, by and between CKX, Inc., Simon R. Fuller, and XIX Entertainment
                 Limited.

10.3             Compromise Agreement, dated January 13, 2010, by and between CKX, Inc., 19 Entertainment Limited, and Simon
                 R. Fuller.

99.1             Press release, dated January 14, 2010, issued by CKX, Inc.




Source: CKX, Inc., 8-K, January 15, 2010                                                        Powered by Morningstar® Document Research℠
                                                                                                                   EXHIBIT 10.1

                                                       DATED January 2010

                                               (1) 19 ENTERTAINMENT LIMITED

                                                                and

                                                  (2) SIMON ROBERT FULLER



                                                     CONSULTANCY DEED




                                           Paul, Hastings, Janofsky & Walker (Europe) LLP
                                              Solicitors and Registered Foreign Lawyers
                                                          Ten Bishops Square
                                                              Eighth Floor
                                                            London E1 6EG
                                                     Telephone: 020 3023 5100
                                                        Fax: 020 3023 5109
                                                       Ref: CB/09092.00005




Source: CKX, Inc., 8-K, January 15, 2010                                                    Powered by Morningstar® Document Research℠
                                            TABLE OF CONTENTS

                                                                                                  Page
1.            INTERPRETATION                                                                          1

2.            TERM OF ENGAGEMENT                                                                      3

3.            DUTIES                                                                                  3

4.            FEES                                                                                    4

5.            EXPENSES                                                                                5

6.            OTHER ACTIVITIES                                                                        5

7.            CONFIDENTIAL INFORMATION AND COMPANY PROPERTY                                           5

8.            DATA PROTECTION                                                                         6

9.            INTELLECTUAL PROPERTY                                                                   6

10.           INSURANCE AND LIABILITY                                                                 8

11.           TERMINATION                                                                             8

12.           OBLIGATION UPON TERMINATION                                                             9

13.           STATUS, INDEMNITY AND REIMBURSEMENT                                                    10

14.           NOTICES                                                                                10

15.           ENTIRE AGREEMENT AND PREVIOUS CONTRACTS                                                11

16.           VARIATION                                                                              11

17.           COUNTERPARTS                                                                           11

18.           THIRD PARTIES                                                                          11

19.           GOVERNING LAW AND JURISDICTION                                                         12

SCHEDULE              SERVICES AND FEES                                                              13
                                                    --




Source: CKX, Inc., 8-K, January 15, 2010                        Powered by Morningstar® Document Research℠
THIS CONSULTANCY DEED is made on January 2010

BY:
(1) 19 ENTERTAINMENT LIMITED, (Company number 01886042) whose registered office is at 100 New Bridge Street,
    London, EC4V 6JA (the “Company”); and
(2) SIMON ROBERT FULLER of 19 The Mall, East Sheen, London, SW14 7EN (the “Consultant”).

BACKGROUND
  The Consultant created the television format “Pop Idol” (including “American Idol” and other versions), co-created the television
  format “So You Think You Can Dance” and created the internet project “If I Can Dream”. Prior to the date hereof the Consultant
  has acted as executive producer, supervised the creative direction and overseen the commercial exploitation of these formats and
  projects on behalf of the Company and the Company and the Consultant have agreed to terminate the Consultant’s employment
  with the Company. Now, the Company desires to retain access to the Consultant’s skill, talent and experience, and wishes to enter
  into this Deed to provide for the supervision of these formats and projects upon the terms set out in this Deed.

AGREED TERMS
1. INTERPRETATION
    1.1 The definitions and rules of interpretation in this clause apply in this Deed (unless the context requires otherwise).
         “Advance” means each non-returnable sum referred to in paragraph 2.3 of the Schedule to this Deed.
         “Board” means the board of directors of the Company (including any committee of the board duly appointed by it).
         “Budget” means an annual budget with respect to each element of each of the Programmes, as determined by the Company.
         “Business Opportunities” means any opportunities which the Consultant conceptualizes, develops, creates or becomes
         aware of during the Engagement which relate to the business of the Company or any Group Company or to the Programmes
         or other Intellectual Property Rights of the Company or any Group Company.




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
        “Capacity” means as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
        “Commencement Date” means January 2010.
        “Confidential Information” means information (whether or not recorded in documentary form, or stored on any magnetic or
        optical disk or memory) relating to the business, products, affairs and finances of the Company or any Group Company for the
        time being confidential to the Company or any Group Company and trade secrets including, without limitation, technical data
        and know-how relating to the business of the Company or of any Group Company or any of its or their business contacts.
        “Engagement” means the engagement of the Consultant by the Company on the terms of this Deed.
        “Executive Producer” means the supervision of all aspects of the creation and exploitation of the Programmes, consistent
        with the Consultant’s previous practice when acting as an executive producer of and managing the exploitation of the
        Programmes.
        “Fee” is as defined in clause 4 of this Deed and in clause 2 of the Schedule.
        “Group Company” means any one of CKX, Inc. and the Company, and their respective subsidiaries, holding companies or
        any subsidiary of a holding company (in each case as defined by the Companies Act 2006) and the “Group” has the
        corresponding meaning.
        “Idol” means the television format “Pop Idol” and all overseas versions of the format (including, without limitation,
        “American Idol”), all programmes based on the format, all ancillary exploitation of the format (including all format,
        programme and artist related recording, touring, management, merchandising and sponsorship opportunities) and all other
        business opportunities using Intellectual Property Rights associated with Idol.
        “If I Can Dream” means the internet project scheduled to begin production in 2010 currently entitled “If I Can Dream”, all
        ancillary exploitation of the project (including all project and talent related recording, touring, management, merchandising
        and sponsorship opportunities) and all other business opportunities using Intellectual Property Rights associated with If I Can
        Dream.
        “Intellectual Property Rights” means patents, rights to Inventions, copyright and related rights, trade marks, trade names and
        domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software,
        database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property
        rights, in each case whether registered or unregistered and including all applications (or rights to apply) for,




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
        and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the
        future exist in any part of the world.
        “Invention” means any invention, discovery, development, improvement or innovation made by the Consultant in connection
        with or during the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded
        in any medium.
        “Net Profits” means total revenue received by the Group Companies from the Programmes less (i) actual operating expenses
        from the Programmes (including direct costs of all Group Company employees assigned to such projects consistent with
        historical practice and budgets); (ii) a fair and reasonable allocation of Group Company overhead relating to services and
        employees provided in respect of the Programmes based on the proportion of employees at a given location providing services
        on behalf of the Programmes to the total number of employees at such location; (iii) a fair and reasonable allocation of Group
        Company employees’ salaries and costs relating to services provided in respect of the Programmes; (iv) a fair and reasonable
        amortization charge for any unrecouped historical development costs in connection with If I Can Dream such costs to be
        amortized in 5 equal amounts over a 5 year period. With respect to the determination of Net Profits relating to Idol, it is
        acknowledged that operating expenses will include (x) a charge for each of 2010, 2011 and 2012 of $15 million less an
        amount equal to the amount that the Fox Broadcasting Company or American Idol Productions, Inc. pays to any Group
        Company in relation to the services of Ryan Seacrest as a host of “American Idol” for each such year; and (y), a charge for
        each of 2010, 2011 and 2012 equal to the amount of travel costs paid by any Group Company for the services of Ryan
        Seacrest on “American Idol” less any amount reimbursed to any Group Company by any third party. In calculating Net
        Profits, the amortization charges or other costs incurred in relation to If I Can Dream shall not reduce Net Profits in relation to
        Idol or So You Think You Can Dance. In calculating Net Profits payments of advances or Fee to the Consultant shall not be
        treated as operating expenses or otherwise deducted from total revenue.
        “Pre-Contractual Statement” means any undertaking, promise, assurance, statement, representation. warranty or
        understanding (whether in writing or not) of any person (whether party to this Deed or not) relating to the Engagement other
        than as expressly set out in this Deed or any documents referred to in it.
        “Programmes” means Idol, So You Think You Can Dance and If I Can Dream including all format, project, programme,
        artist and talent related ancillary exploitations thereof for which the Company or any Group Company receives remuneration
        (e.g. touring, recording, management, sponsorship, merchandise, and licensing).
        “Services” means non-exclusive services as Executive Producer and non-exclusive services to be provided by the Consultant
        in a consultancy capacity for




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
        the Company or any Group Company as more particularly described in the Schedule.
        “So You Think You Can Dance” means the television format “So You Think You Can Dance” and all overseas versions of
        the format, all programmes based on the format, all ancillary exploitation of the format (including all format, programme and
        talent related recording, touring, management, merchandising and sponsorship opportunities) and all other business
        opportunities using Intellectual Property Rights associated with So You Think You Can Dance.
        “Termination Date” means the date of termination of this Deed howsoever arising.
        “Treaty” means the Convention between the Government of the United States of America and the Government of the United
        Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Earnings
        with respect to Income and Capital gains.
        “Works” means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos,
        typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations
        and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by
        the Consultant in connection with the Programmes during the provision of the Services.
    1.2 The headings in this Deed are inserted for convenience only and shall not affect its construction.
    1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment,
        extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    1.4 A reference to one gender includes a reference to the other gender.
    1.5 The schedule(s) to this Deed form part of (and are incorporated into) this Deed.

2. TERM OF ENGAGEMENT
    2.1 The Company shall engage the Consultant and the Consultant shall provide the Services on the terms of this Deed.
2.2 In relation to the Executive Producer services, the Engagement shall be deemed to have commenced on the Commencement Date
    and (unless terminated earlier pursuant to Clause 11 below) shall continue in relation to each Programme for the life of that
    Programme, the Consultant being “locked for life” in respect of each Programme, except to the extent that this Deed is terminated
    in accordance with the terms hereof.




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
2.3 In relation to the Services other than Executive Producer services, the Engagement shall be deemed to have commenced on the
    Commencement Date and continue for a period of 6 months.

3. DUTIES
    3.1 During the Engagement the Consultant shall:
        (a) provide the Services with all due care, skill and ability and use his best endeavours to promote the interests of the
            Company and any Group Company in respect of the Programmes; and
        (b) promptly give to the Board all such information and reports as it may reasonably require in connection with matters
            relating to the provision of the Services or the business of the Company and any Group Company in relation to the
            Programmes.
    3.2 If the Consultant is unable to provide the Services due to illness or injury he shall advise the Company of that fact as soon as
        reasonably practicable and shall provide such evidence of his illness or injury as the Company may reasonably require.
    3.3 The Consultant shall comply with all reasonable standards of safety and comply with the Company’s health and safety
        procedures from time to time in force at the premises where the Services are provided and report to the Company any unsafe
        working conditions or practices.
    3.4 The Consultant undertakes to the Company that during the Engagement he shall take all reasonable steps to offer (or cause to
        be offered) to the Company any Business Opportunities in respect of the Programmes or any Intellectual Property Rights of
        the Group Companies as soon as practicable after the same shall have come to his knowledge and in any event before the
        same shall have been offered by the Consultant (or caused by the Consultant to be offered) to any other party provided that
        nothing in this clause shall require the Consultant to disclose any Business Opportunities to the Company if to do so would
        result in a breach by the Consultant of any obligation of confidentiality or of any fiduciary duty owed by him to any other
        person, firm or company. Notwithstanding the foregoing, the Consultant shall be permitted to produce a movie (and any
        subsequent prequels or sequels) based on the life and times of Elvis Presley, subject to the Consultant’s entry into definitive
        documentation with the Company or any Group Company, as appropriate, regarding appropriate licensing of any Group
        Company’s Intellectual Property Rights related to Elvis Presley to be used in such movie (and any subsequent prequels or
        sequels).
    3.5 The Consultant may use another person, firm, company or organisation to perform any administrative, clerical or secretarial
        functions which are reasonably incidental to the provision of the Services provided that the




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
        Company will not be liable to bear the cost of such functions. The Company will bear the cost of the Consultant working with
        any Company professional advisor or agent in relation to the Programmes to the extent that the retention and use of such
        professional or agent is approved by the Company.
    3.6 The Consultant shall not (and shall use reasonable endeavours to ensure that his agents and employees shall not):
        (a) make or publish any statement to a third party (including but not limited to any journalists or other persons connected in
            any way with the media, any clients, customers, employees or ex-employees of any Group Company) concerning the
            terms of this Agreement; or
        (b) make or publish any derogatory or disparaging statement or do anything in relation to any Group Company or any
            members, partners, directors, officers, employees, ex-employees, clients, customers or agents of any other Group
            Company which is intended to or which might be expected to damage or lower their respective reputations,
        provided that the parties will not be prevented from making a disclosure:
                3.6.b.1    for the purposes of seeking legal or other professional advice from an adviser in relation to this Agreement
                           provided that any such adviser is bound by the same duty of confidence;
                3.6.b.2    to the proper authorities as required by law;
                3.6.b.3    in the case of the Consultant, to an immediate family member, provided such person agrees to maintain
                           confidentiality on the same terms; or
                3.6.b.4    to confirm the authority of the Consultant.
    3.7 The Consultant warrants that he has not done or failed to do anything of which the Company is unaware, including, without
        limitation, published any statement or authorised or permitted anyone else to do so prior to the date of this Agreement, which
        would constitute a breach of clause 3.6 if it had occurred after the date of this Agreement.

4. FEES
    4.1 In consideration of the Services to be provided by the Consultant under this Agreement, the Company shall pay the
        Consultant (i) a non-returnable and non-recoupable signing fee on the date hereof in the amount £250,000 and (ii) the fee set
        out in the Schedule attached hereto (the “Fee”).




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
    4.2 The Company shall be entitled to deduct from the Fee (and any other sums) due to the Consultant any sums that the
        Consultant may owe to the Company or any Group Company at any time.

5. EXPENSES
    5.1 The Consultant hereby acknowledges and agrees that from time to time the Services will require that he will travel, including
        travel necessary to attend meetings relating to the Programmes with third party partners, contractual counterparties or other
        parties, including the Company. The Consultant acknowledges that the Company’s policies regarding the pre-booking and
        documentation of travel arrangements and expenses for which reimbursement may be sought by the Consultant (which
        policies and procedures may from time to time be changed by the Company). The Consultant agrees that he will comply with
        the Company’s policies and procedures in this regard and that any reimbursement due hereunder shall be requested by the
        Consultant not later than two months after being incurred.
    5.2 The Company agrees that when the Services reasonably require that the Consultant travel, the Consultant shall be entitled to
        first class flights, first class hotel suite accommodation when traveling to a destination where the Consultant does not have a
        residence, private car service, private air travel within North America and within Europe; provided however, that any travel
        costs to be reimbursed hereunder shall be fairly allocated between the Services and to any other business not related to the
        Company, that the Consultant may be undertaking at the time of such travel. Private air travel between North America and
        Europe shall be approved by the Company on a case by case basis.
    5.3 If the Consultant is required to travel abroad in connection with the provision of the Services, he shall be responsible for any
        necessary insurances, inoculations and immigration requirements.

6. OTHER ACTIVITIES
        Nothing in this Deed shall prevent the Consultant from being engaged, concerned or having any financial interest in any
        Capacity in any other business, trade, profession or occupation during the Engagement provided that such activity does not
        cause a breach of any of the Consultant’s obligations under this Deed.

7. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY
    7.1 The Consultant acknowledges that in the course of the Engagement he will have access to Confidential Information. The
        Consultant has therefore agreed to accept the restrictions in this clause.
    7.2 The Consultant shall not (except in the proper course of his duties) either during the Engagement or at any time after the
        Termination Date, use or




Source: CKX, Inc., 8-K, January 15, 2010                                                             Powered by Morningstar® Document Research℠
        disclose to any firm, person or company (and shall use his best endeavours to prevent the publication or disclosure
        of) any Confidential Information. This restriction does not apply to:
        (a) any use or disclosure authorised by the Company or required by law; or
        (b) any information which is already in, or comes into, the public domain otherwise than through the Consultant’s
            unauthorised disclosure; or
        (c) information which the Consultant reasonably determines is necessary or required to be shared with the Company’s
            business partners in the Programmes; or
        (d) information disclosed to the Company’s or the Consultant’s professional advisors on a confidential basis.
    7.3 All documents, manuals, hardware and software provided for the Consultant’s use by the Company, and any data or
        documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic
        equipment (including mobile phones provided by the Company), remain the property of the Company.

8. DATA PROTECTION
8.1 The Consultant consents to the Company and any Group Company holding and processing data relating to him for legal,
    personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as
    defined in the Data Protection Act 1998) relating to the Consultant.
8.2 The Consultant consents to the Company making such information available to, and the transfer of such information outside the
    European Economic Area to, any Group Company for legal, personnel, administrative and management purposes.

9. INTELLECTUAL PROPERTY
    9.1 The Consultant hereby assigns to the Company all future Intellectual Property Rights in the Works and the Inventions and all
        materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by
        operation of law or under this Deed, the Consultant holds legal title in such rights and inventions on trust for the Company.
    9.2 The Consultant undertakes:
        (a) to notify to the Company in writing full details of all Works and Inventions promptly on their creation;
        (b) to keep confidential the details of all Inventions;




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
        (c) whenever requested to do so by the Company and in any event on the termination of the Engagement, promptly to deliver
            to the Company all correspondence, documents, papers and records on all media (and all copies or abstracts of them),
            recording or relating to any part of the Works and the process of their creation which are in his possession, custody or
            power;
        (d) not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions,
            unless requested to do so by the Company; and
        (e) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions
            has passed, or will pass, to the Company.
    9.3 The Consultant warrants that:
        (a) save where the Work or Invention is incorporated into one of the Programmes he will not give permission to any third
            party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works; and
        (b) the use of the Works or the Intellectual Property Rights in the Works by the Company will not infringe the rights of any
            third party.
    9.4 The Consultant waives any moral rights in the Works to which he may at any future time be entitled under Chapter IV of the
        Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without
        limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute,
        support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other
        materials, infringes the Consultant’s moral rights; provided that nothing contained in this clause shall prevent the Consultant
        receiving his “Created by..” credits or Executive Producer credits on the Programmes.
    9.5 The Consultant acknowledges that no further remuneration or compensation other than that provided for in this Deed is or
        may become due to the Consultant in respect of the performance of his obligations under this clause.
    9.6 The Consultant undertakes, at the expense of the Company, at any time either during or after the Engagement, to execute all
        documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company, be
        necessary or desirable to vest the Intellectual Property Rights in, and register or obtain patents or registered designs in, the
        name of the Company and to defend the Company against claims that works embodying Intellectual Property Rights or
        Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and
        the Inventions.




Source: CKX, Inc., 8-K, January 15, 2010                                                                Powered by Morningstar® Document Research℠
    9.7 The Consultant hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing
        and generally to use his name for the purpose of giving the Company or its nominee the benefit of this clause and
        acknowledges in favour of a third party that a certificate in writing signed by any director or the secretary of the Company
        that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case.

10. [INTENTIONALLY OMITTED]
11. TERMINATION
    11.1 Notwithstanding the provisions of clause 2.2, the Company may terminate the Engagement with immediate
         effect without notice and without any liability to make any further payment to the Consultant (including the
         Fee, compensation or damages, other than in respect of amounts accrued prior to the Termination Date) if at any
         time the Consultant:
        (a) is guilty of gross misconduct affecting the business of the Company or any Group Company; or
        (b) commits any serious breach of the Consultant’s obligations under this Deed, including failure to perform the
            Services as set forth herein, and fails to remedy such breach within 30 days after receipt of notice from the
            Company specifying the breach and requiring remedy of the same; or
        (c) is convicted of any criminal offense (other than an offense under any road traffic legislation in the United
            Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or
        (d) is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court
            administration order made against him under the County Court Act 1984; or
        (e) is unable (including by reason of illness or accident) to provide the Services for an aggregate period of 160
            working days in any 52 week period; or
        (f) is guilty of any fraud or dishonesty or brings the Company or any Group Company into disrepute.
    11.2 This Agreement may also be terminated (i) by the Company as provided in Clause 2.4 of the Fee Schedule attached hereto,
         and (ii) by the Consultant with respect to certain Services as provided in Clause 2.3 of the Fee Schedule attached hereto.
    11.3 The rights of the Company under clause 11.1 are without prejudice to any other rights that it might have at law to terminate
         the Engagement or to accept any breach of this Deed on the part of the Consultant as having brought the




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
          deed to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.
    11.4 The Consultant shall have the right to terminate this Agreement with effect from 31 December 2010 by notice served on the
         Company at any time between 1 November 2010 and 15 December 2010, PROVIDED THAT this right of termination shall
         not be exercisable if CKX, Inc. has exercised its option to acquire shares in XIX Entertainment Limited pursuant to the
         option agreement between CKX, Inc., the Consultant and XIX Entertainment Limited dated January 2010.

12. OBLIGATIONS UPON TERMINATION
    12.1 On the Termination Date the Consultant shall:
        (a) immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information
            (on whatever media and wherever located) relating to the business or affairs of the Company or any Group Company or
            its or their business contacts, any keys, and any other property of the Company or any Group Company, which is in his
            possession or under his control;
        (b) irretrievably delete any information relating to the business of the Company or any Group Company stored on any
            magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his
            control outside the premises of the Company; and
        (c) provide a signed statement that he has complied fully with his obligations under this clause.
    12.2 Following the Termination Date, the Company shall remain obligated to pay any Fee or other amounts payable
         hereunder that are accrued and due and payable to the Consultant prior to the Termination Date.

13. STATUS, INDEMNITY AND REIMBURSEMENT
    13.1 The relationship of the Consultant to the Company will be that of independent contractor and nothing in this Deed shall
         render him or any person, firm, company or organization used by the Consultant pursuant to Clause 3.6 of this Deed an
         employee, worker, agent or partner of the Company and neither the Consultant nor any person used by the Consultant
         pursuant to Clause 3.6 of this Deed shall hold himself out as such.
    13.2 This Deed constitutes a contract for the provision of services and not a contract of employment and accordingly the
         Consultant shall be fully responsible for




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
        and shall indemnify and keep indemnified the Company and any Group Company for and in respect of:
        (a) any sums in respect of income tax or employee’s National Insurance (excluding penalties and interest) connected with the
            payments made hereunder that the Company is obliged to account to any tax authority for to the extent that those sums
            are due and have not been paid by the Consultant under self assessment; and
        (b) any liability for any employment-related claim or any claim based on worker status (including reasonable costs and
            expenses) brought by the Consultant against the Company arising out of or in connection with the provision of the
            Services, except where such claim is as a result of any act or omission of the Company.
    13.3 The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the
         Consultant.

14. NOTICES
    14.1 Any notice given under this Deed shall be in writing and signed by or on behalf of the party giving it and shall be served by
         delivering it personally, or sending it by prepaid recorded delivery or registered post to the relevant party at (in the case of
         the Company) its registered office for the time being and (in the case of the Consultant) his last known address or by
         sending it by fax to the fax number notified by the relevant party to the other party. Any such notice shall be deemed to have
         been received:
        (a) if delivered personally, at the time of delivery;
        (b) in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting;
        (c) in the case of fax, at the time of transmission.
    14.2 In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address
         of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded
         delivery or registered post or that the notice was transmitted by fax to the fax number of the relevant party).

15. ENTIRE AGREEMENT AND PREVIOUS CONTRACTS
        Each party on behalf of itself acknowledges and agrees with the other party that:
        (a) this Deed together with any documents referred to in it constitutes the entire agreement and understanding between the
            Consultant and the Company relating to the Engagement;




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
        (b) in entering into this Deed neither party has relied on any Pre-Contractual Statement; and
        (c) the only remedy available to either party for breach of this Deed shall be for breach of contract under the terms of this
            Deed and each party shall have no right of action against any other party in respect of any Pre-Contractual Statement.
            Nothing in this Deed shall, however, operate to limit or exclude any liability for fraud.

16. VARIATION
        No variation of this Deed or of any of the documents referred to in it shall be valid unless it is a deed and signed by or on
        behalf of each of the parties.

17. COUNTERPARTS
        This Deed may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original,
        and all the counterparts together shall constitute one and the same instrument.

18. THIRD PARTIES
        Other than in respect of Group Companies, the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Deed and
        no other third party shall have any rights under it. The terms of this Deed or any of them may be varied, amended or modified
        or this Deed may be suspended, cancelled or terminated by a deed between the parties or this Deed may be rescinded (in each
        case), without the consent of any third party.

19. GOVERNING LAW AND JURISDICTION
    19.1 This Deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including
         non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
    19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or
         claim that arises out of or in connection with this Deed or its subject matter or formation (including non-contractual disputes
         or claims).




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
                                                             SCHEDULE
                                                       SERVICES AND FEES
1.   The Services
1.1 The Consultant shall be engaged as Executive Producer of each of the Programmes and shall supervise the creative execution and
    subsequent exploitation of the Programmes in a first class manner consistent with the highest industry standards.
1.2 Subject to 1.4 below, the Consultant in providing the Services shall:
        (a) have authority to incur expenditure in the name of or for the account of the Company (or of the relevant Group Company)
            in respect of the Programmes;
        (b) have authority to bind the Company (or the relevant Group Company) with respect to any creative decisions regarding the
            Programmes including (without limitation) format changes, selection of music, talent, hosts, judges, guest judges and
            production personnel and any sponsor integrations;
        (c) on behalf of the Company (or relevant Group Company) and either alone or, at the request of the Comapny (or the
            relevant Group Company) in conjunction with senior management or advisors of the Company, supervise negotiations
            with broadcasters, sponsors, production partners, distributors, record labels, talent, and touring companies in relation to
            the Programmes; and
        (d) provide the Company with regular and timely updates with respect to all of the foregoing.
        provided, however, that notwithstanding the foregoing the Consultant shall not have any authority to incur, or cause the
        Company to incur, expenditures in excess of the amounts set forth in the Budget, without the Company’s prior written
        consent.
1.3 In addition to Services as Executive Producer, the Consultant shall provide creative and strategic advice in relation to the business
    of a Group Company where the Consultant’s expertise or business relationships can assist the relevant Group Company.
1.4 Notwithstanding anything in this Deed to the contrary, nothing in this Deed shall be deemed to prevent or restrict the Company’s
    ability to exploit, operate or otherwise manage and exercise its rights in respect of the Programmes in any manner that the
    Company determines in its sole discretion.
2.   The Fee




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
2.1 The Fee for the Services (as referred to in clause 4 of this Deed) shall be calculated as set out in this clause 2 of this Schedule.
2.2 In respect of the Services as Executive Producer referred to in clause 1.1 of this Schedule, the Company shall pay to the
    Consultant as the Fee, a sum equal to ten per cent (10%) of the Net Profits in each calendar year that the Consultant renders
    Services hereunder. The Company shall calculate the Fee as at 31 December of the relevant year and pay the Fee due to the
    Consultant (after recoupment of any Advances paid for that calendar year pursuant to 2.3 below) by 31 March of the following
    year. The Company shall provide to the Consultant a statement showing in reasonable detail the calculation of the Fee.
2.3 The Company shall pay the Consultant the following sums (each an “Advance”) as non-returnable advances against and
    recoupable from the Fee payable pursuant to clause 2.2 above:
    (a) $5,000,000 for the calendar year 2010;
    (b) for each calendar year of the Engagement after 2010:
        (i) $3,000,000 if the US broadcaster (currently Fox Broadcasting Company (“FBC”)) has ordered a new series of “American
        Idol” to be transmitted in that calendar year; and
        (ii) $2,000,000 if the US broadcaster (currently FBC) has ordered a new series of “So You Think You Can Dance” to be
        transmitted in that calendar year;
        provided, however, that in the event that the “Executive Producer Fees” paid by the Fox Broadcasting Company (or any
        successor broadcast network) to the Company in respect of any Programme are reduced below the levels in effect as of the
        date hereof, then the Company shall have the right to notify the Consultant of such reduction and the Company’s proposed
        reduction in the related Advance amount in respect of such Programme. Following the Consultant’s receipt of such notice, the
        Consultant shall have right to accept the reduced Advance or terminate the Services in respect of the applicable Programme. If
        the Consultant fails to provide notice to the Company of his determination hereunder within 10 days of his receipt of such
        notice, then the Consultant shall be deemed to have accepted and shall be bound by the reduced Advanced amount in respect
        of the applicable Programme.
2.4 The total of the Advances payable pursuant to paragraph 2.3 above shall be paid in advance in four equal instalments on 15
    January, 1 March, 1 June and 1 September in each year or within five Business Days of the Consultant presenting an invoice for
    the fees for each period. If the Consultant is unable, for any reason, to provide the Services in respect of American Idol and/or So
    You Think You Can Dance for more than one-half of the production season, the Fee (including the




Source: CKX, Inc., 8-K, January 15, 2010                                                               Powered by Morningstar® Document Research℠
     Advance) shall be reduced on a pro rata daily basis for the entire year and, in the sole discretion of the Company, the Company
     may terminate this Agreement.
2.5 In respect of the Services other than as Executive Producer referred to in clause 1.2 of this Schedule, the Company shall pay to
    the Consultant:
     (a) £500,000 on 15 January 2010;
     (b) £500,000 on 1 March 2010; and
     (c) £500,000 on 1 May 2010.
2.6 The Advances and the Fee shall be paid to the Consultant gross, without any deductions for United Kingdom income tax and
    employees National Insurance Contributions unless the Company shall have been notified by an applicable taxing authority that
    such withholding is required and that this is the liability of the Company. So long as Consultant has on file a properly completed
    Internal Revenue Service Form W8-ECI certifying the Fee is effectively connected with a United States trade or business, the Fee
    shall be paid gross, without deductions for United States Federal income tax, but may be reduced for state or local income tax to
    the extent required by law. The Fee also excludes Value Added Tax, which shall be payable in addition at the applicable rate
    upon receipt of a valid VAT invoice from the Consultant.
3.   The Consultant shall have the right, at his sole cost and expense, to appoint an auditor to inspect and audit the books and records
     of the Company and each Group Company not more than once per year on reasonable prior notice (but in no event later than
     twelve months following the conclusion of any calendar year in respect of the prior calendar year) in order to verify the
     calculation of the Fee.




Source: CKX, Inc., 8-K, January 15, 2010                                                             Powered by Morningstar® Document Research℠
IN WITNESS of which this Deed has been executed and has been delivered on the date which appears first on page 1.

Executed as a deed by
19 ENTERTAINMENT LIMITED                                       /s/ Robert F.X. Sillerman
                                                               Director

                                                               /s/ Howard J. Tytel
                                                               Director/Secretary

Signed as a deed by SIMON ROBERT FULLER:                       /s/ Simon Robert Fuller
                                                               SIMON ROBERT FULLER

in the presence of:

Witness: /s/ A. R. Stinson                                     A. R. Stinson
                                                               Name

                                                               Address
                                                               33 Ransome’s Dock
                                                               35-37 Parkgate Road, London SW 11 4NP
                                                               Solicitor
                                                               Occupation
                                                               13 January 2010
                                                               Date




Source: CKX, Inc., 8-K, January 15, 2010                                                      Powered by Morningstar® Document Research℠
                                                                                 EXHIBIT 10.2
        Date: January 2010

        CKX, Inc. (1)
        Simon Robert Fuller (2)
        XIX Entertainment Limited (3)

        Option Agreement
        Relating to Shares in XIX Entertainment Limited




Source: CKX, Inc., 8-K, January 15, 2010                  Powered by Morningstar® Document Research℠
                                                      TABLE OF CONTENTS

                                                                                                              Page
1.        Definitions                                                            1

2.        Grant of Option                                                        5

3.        Exercise of the Option                                                 5

4.        Purchase Price                                                         6

5.        Completion                                                             7

6.        Prohibition on Disposal or Reorganisation                            10

7.        Representation and Warranties; Covenants                             11

8.        Access to Information                                                15

9.        Termination                                                          16

10.       Miscellaneous                                                        17
                                                             --




Source: CKX, Inc., 8-K, January 15, 2010                                  Powered by Morningstar® Document Research℠
THIS OPTION AGREEMENT (this “Agreement”) is dated January 2010 and is made

BETWEEN:
(1) CKX, Inc., a corporation organised under the laws of Delaware whose principal place of business is 650 Madison Avenue, New
    York, NY 10022 (the “Purchaser”);
(2) SIMON ROBERT FULLER, an individual of 19 The Mall, East Sheen, London SW14 (the “Seller”); and
(3) XIX Entertainment Limited, a company registered in England (company registration number 07113842) whose registered office
    is at 12 New Fetter Lane, London, EC4A 1AG (the “Company”).

PRELIMINARY STATEMENT:
As of the date of this Agreement, the Seller owns one hundred percent (100%) of the issued and outstanding equity interests in the
Company (the “Shares”).
The Seller desires to grant the Purchaser, and the Purchaser desires to acquire from the Seller, the option to purchase not less than ten
percent (10%) and not more than thirty three percent (33%) of the Shares owned by Seller pursuant to the terms and conditions of this
Agreement.
NOW IT IS HEREBY AGREED as follows:

1. Definitions
1.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:
  “Adjusted Enterprise Value” means (i) the aggregate purchase price paid by a Third Party Investor in respect of a purchase of
  Shares, divided by (ii) the quotient of (x) the number of Shares acquired by such Third Party Investor, divided by (y) the total
  number of issued and outstanding Shares outstanding immediately following such acquisition of Shares.
  “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries,
  controls, or is controlled by, or is under common control with, such Person.
  “Agreement” has the meaning given such term in the preamble hereto.




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
  “Call Notice” has the meaning given such term in Section 3.1 of this Agreement.
  “Change in Control” means, with respect to any Person, the acquisition, directly or indirectly, of (i) beneficial ownership of voting
  securities representing 50% or more of the total voting power of the equity securities of such Person by any other Person or (ii) the
  power to manage such Person by any other Person..
  “Change in Control Transaction” has the meaning given such term in Section 14.6 of this Agreement.
  “CKX Common Stock” means common stock, par value $0.01 per share, of the Purchaser.
  “Company” has the meaning given to such term in the preamble to this Agreement.
  “Completion” means the payment of the Purchase Price for the Option Shares in accordance with Section 4 of this Agreement by
  the Purchaser and the delivery of the Completion Documents by the Seller and the Purchaser, respectively.
  “Completion Date” has the meaning given such term in Section 3.3 of this Agreement.
  “Completion Documents” means the documents required to be delivered under the terms of this Agreement at Completion by the
  Seller and the Purchaser, including the Shareholders’ Agreement.
  “Consultancy Deed” means that certain consultancy deed between the Seller and 19 Entertainment Limited.
  “Encumbrance” means any liens (including environmental and tax liens), pledges, charges, security interests, restrictions, claims
  and other encumbrances of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any
  attributes of ownership.
  “Enterprise Value” means £100,000,000.
  “Excluded Projects” has the meaning given such term in the Shareholders’ Agreement.
  “Exercise Date” means the date on which the Call Notice is deemed to have been duly given in accordance with Section 3.1
  hereof.




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
  “Governmental Entity” means a federal, state or other governmental, regulatory or administrative agency, court, department,
  commission, board, bureau, or other authority or instrumentality, domestic or foreign.
  “Independent Option” has the meaning given such term in Section 3.2 of this Agreement.
  “Independent Option Purchase Price” has the meaning given to such term in Section 6.2 of this Agreement.
  “Option” has the meaning given such term in Section 2.1 of this Agreement.
  “Option Consideration Payment” has the meaning given such term in Section 2.1 of this Agreement.
  “Option Period” means the period between the date hereof and March 15, 2010.
  “Option Shares” has the meaning given such term in Section 2.1 of this Agreement.
  “Organizational Documents” means the currently effective memorandum, articles of association and any other organizational
  documents of the Company, each in the form attached hereto as Exhibit A.
  “Permitted Assignee” has the meaning given such term in Section 14.6 of this Agreement.
  “Person” means, any individual, corporation (including non-profit corporation), general or limited partnership, limited liability
  company, joint venture, association, joint stock company, trust, estate, unincorporated organization, government or agency or
  political subdivision thereof or other entity.
  “Projects” has the meaning given such term in the Shareholders’ Agreement.
  “Purchase Price” means, as applicable, (i) the Third Party Investment Option Purchase Price or (ii) the Independent Option
  Purchase Price.
  “Purchaser” has the meaning given such term in the preamble hereto.
  “Purchaser’s Certificate” has the meaning given such term in Section 5.4(c) of this Agreement.
  “Reorganisation” means, with respect to the Company, every allotment or issue of Shares, share capital or equity securities by any
  means and every issue or grant by way




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
     of rights and every consolidation or sub-division or reduction of capital or capital dividend or other reconstruction or adjustment
     relating to the equity share capital (or any shares stock or securities derived therefrom) and any amalgamation or reconstruction
     affecting the equity share capital (or any shares stock or securities derived therefrom).
     “Seller” has the meaning given such term in the preamble hereto.
     “Seller’s Certificate” has the meaning given such term in Section 5.3(c) of this Agreement.
     “Shareholders’ Agreement” means that certain Shareholders’ Agreement by and among the Seller, the Purchaser, the Company
     and any other shareholders of the Company, in the form attached hereto as Exhibit B and, in the event the Purchaser acquires less
     than 25% of the issued and outstanding Shares of the Company as of the Completion Date, the changes set forth in the footnotes
     thereto..
     “Shares” has the meaning given such term in the preliminary statement hereto.
     “Subsequent Third Party Investment” has the meaning given such term in Section 4.2(b)(v) of this Agreement.
     “Third Party Investment” means the acquisition of not less than five percent (5%) of the issued and outstanding Shares by a
     Third Party Investor at a purchase price equal to or greater than (i) the Enterprise Value multiplied by (ii) the percentage of issued
     and outstanding Shares acquired.
     “Third Party Investment Option” has the meaning given such term in Section 3.1 of this Agreement.
     “Third Party Investment Option Purchase Price” has the meaning given to such term in Section 6.1 of this Agreement.
     “Third Party Investor” means a bona fide third party purchaser who, on arms length terms, shall pay in cleared funds for any
     acquired Shares.
1.2 Construction.
    (a) For purposes of this Agreement, whenever the context requires the singular number shall include the plural, and vice versa;
        the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and
        neuter genders; and the neuter gender shall include masculine and feminine genders.




Source: CKX, Inc., 8-K, January 15, 2010                                                               Powered by Morningstar® Document Research℠
     (b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party
         shall not be applied in the construction or interpretation of this Agreement.
     (c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of
         limitation, but rather shall be deemed to be followed by the words “without limitation.”
     (d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections
         of this Agreement and Exhibits to this Agreement. The table of contents and headings contained in this Agreement are for
         convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
2. Grant of Option
2.1 In consideration of £500,000 paid on the date hereof in cash by the Purchaser to the Seller (receipt whereof is hereby
    acknowledged) (the “Option Consideration Payment”), the Seller hereby grants to the Purchaser an option (the “Option”) to
    purchase from Seller on the terms set forth hereunder such number of Shares as shall equal not less than ten percent (10%) and
    not more than thirty three percent (33%) of the Shares then issued and outstanding immediately following the Completion Date
    (the “Option Shares”), and the Seller agrees that, upon receipt of a valid Call Notice from the Purchaser, the Seller shall transfer
    and sell or cause to be transferred and sold to the Purchaser the Option Shares for the applicable Purchase Price.
2.2 The Option Shares shall be sold free from all Encumbrances and with all rights attached thereto at the date hereof and of such
    exercise, and shall constitute thirty three (33%) of the Shares then issued and outstanding immediately following the Completion
    Date in the event that the maximum number of Option Shares are acquired as pursuant to Clause 3 below.
3.   Exercise of the Option
3.1 At any time following the consummation of a Third Party Investment but prior to the expiration of the Option Period, the
    Purchaser may exercise the Option (the “Third Party Investment Option”) by delivering to the Seller a written notice of exercise
    (the “Call Notice”), which notice shall be binding and irrevocable. The Seller shall give the Purchaser prompt notice of any Third
    Party Investment, including prior notice of any proposed completion date in respect of such investment, and copies of all
    documents, instruments and deeds evidencing such investment.




Source: CKX, Inc., 8-K, January 15, 2010                                                               Powered by Morningstar® Document Research℠
3.2 If the Third Party Investment has not occurred prior to February 28, 2010, the Purchaser may exercise the Option (the
    “Independent Option”) at any time during the remaining Option Period by delivering to the Seller a Call Notice, which shall be
    binding and irrevocable.
3.3 The Call Notice shall specify (i) the percentage, being not less than ten percent (10%) and not more than thirty three (33%), of the
    issued and outstanding Shares (determined as of completion) that the Purchaser intends to acquire hereunder (the “Purchased
    Percentage”) and (ii) the date on which the exercise of the Option shall be completed (the “Completion Date”), which date shall
    be not more than 60 days nor less than 5 days after the date of such notice.
4.   Purchase Price
4.1 Third Party Investment Option Purchase Price. The purchase price to be paid for the Option Shares purchased pursuant to the
    Third Party Investment Option shall be an amount equal to the Enterprise Value multiplied by the Purchased Percentage (the
    “Third Party Investment Option Purchase Price”); provided, however, that in the event a Third Party Investor acquires Shares
    prior to the Purchaser’s exercise of the Option for a purchase price less than each Share’s pro rata portion of the Enterprise Value,
    the Purchase Price paid by the Purchaser for the applicable Option Shares pursuant to the Purchaser’s exercise of the Option shall
    be an amount equal to the Adjusted Enterprise Value multiplied by the Purchased Percentage.
4.2 Independent Option Purchase Price.
     (a) The purchase price to be paid for the applicable Option Shares purchased pursuant to the Independent Option shall be an
         amount mutually agreed upon by the Seller and the Purchaser within 5 days of the Exercise Date (the “Independent Option
         Purchase Price”); provided, however, that in the event the Seller and the Purchaser cannot mutually agree upon a purchase
         price within the allotted period, the Independent Option Purchase Price shall be the fair market value of the applicable Option
         Shares, as determined in accordance herewith.
     (b) The fair market value of the applicable Option Shares shall be determined as follows:
         (i) The Seller and the Purchaser shall select a mutually acceptable appraiser who shall determine the fair market enterprise
             value of the Company and the resulting value of the applicable Option Shares.




Source: CKX, Inc., 8-K, January 15, 2010                                                             Powered by Morningstar® Document Research℠
        (ii) If the Seller and the Purchaser are unable to agree upon an appraiser within 3 days after the expiration of the period set
        forth in Section 4.2(a) above, each party shall select an appraiser and provide written notice to the other party within 5 days of
        the identity of the appraiser so selected by it, which notice shall include the written agreement of such appraiser to serve in
        that capacity. If both parties so select appraisers, such appraisers shall within 20 days of their appointment provide written
        copies to both parties of their appraisal.
        (iii) If the difference between the two appraisals is less than or equal to ten percent (10%) of the lower of the two appraisals,
        the determination of fair market enterprise value shall be deemed to be the average of the two appraisals.
        (iv) If the difference between the two appraisals is greater than ten percent (10%) of the lower of the two appraisals, then the
        two appraisers shall jointly select a third appraiser. The third appraiser shall be instructed and directed to select one of the
        appraisals as the most accurate and appropriate appraisal, which selection shall then become final and binding upon the Seller
        and the Purchaser.
        (v) Notwithstanding the foregoing, if after Completion Date of the consummation of the Independent Option and prior to the
        first anniversary date of the date hereof, the Seller or the Company consummates a sale of five percent (5%) or more of the
        then issued and outstanding Shares at a purchase price per Share greater than the Independent Option Price per Share (the
        “Subsequent Third Party Investment”, then the Purchaser shall pay to the Seller, as additional purchase price, an amount equal
        to the difference, on a per Share basis, between the price paid in respect of the Subsequent Third Party Investment and the
        Independent Option Price (but in no event shall the Purchaser be required to make any payment hereunder based on an
        enterprise value associated with a Subsequent Third Party Investment that is in excess of the Enterprise Value).
        (vi) All costs and expenses of the appraisers shall be borne by the Purchaser.
4.3 Payment of Purchase Price.
    The Purchase Price payable to the Seller at Completion shall be delivered by the Purchaser to the Seller in cash by wire transfer of
    immediately available funds to an account set forth on written wire transfer instructions provided to the Purchaser by the Seller at
    least two days prior to the Completion Date.




Source: CKX, Inc., 8-K, January 15, 2010                                                               Powered by Morningstar® Document Research℠
5. Completion
5.1 Completion. Unless otherwise mutually agreed in writing by the Seller and the Purchaser, the Completion shall take place at the
    offices of Paul, Hastings, Janofsky & Walker (Europe) LLP, having an address of Ten Bishops Square, London, E1 6EG, United
    Kingdom, on the date specified in the Call Notice when all of the conditions set forth in Section 5.2, 5.3, 5.4, 5.5 and 5.6 below
    have been satisfied or waived.
5.2 Conditions to the Obligations of the Seller and the Purchaser. The respective obligations of each of the Seller and the Purchaser to
    effect the purchase of the Option Shares are subject to the conditions precedent that (i) no injunction, order, decree or ruling
    issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any
    Governmental Entity, shall enjoin, make illegal or otherwise materially impair or restrict such assignment, assumption or
    consummation, as the case may be, (ii) all required consents of any Governmental Entity or any other third party required to be
    obtained in order to consummate the transactions contemplated by this Agreement shall have been obtained and be in full force
    and effect, and all required waiting periods and any extensions thereof, shall have expired or been terminated and (iii) no action,
    suit, investigation or proceeding by any Governmental Entity shall have been instituted or threatened to restrain or prohibit or
    otherwise challenge the legality or validity of the transactions contemplated by this Agreement.
5.3 Additional Conditions to the Obligations of the Purchaser. The obligations of the Purchaser are subject to fulfilment (or written
    waiver by the Purchaser) at or prior to the Completion Date of each of the following conditions precedent:
    (a) Representations and Warranties. The representations and warranties contained in Section 7.1 hereof shall be true and correct
        in all material respects as of the date of this Agreement and as of the Completion Date as though made at and as of the
        Completion Date.
    (b) Performance of Covenants. The Seller and the Company shall have duly performed and complied in all material respects with
        each covenant and agreement required to be performed or complied with by it under this Agreement, in each case, as and
        when required to be performed or complied with by it prior to or on the Completion Date.
    (c) Certificate of the Seller. The Seller shall have delivered to the Purchaser a certificate signed by the Seller to the effect that
        each of the conditions specified in Sections 5.3(a) and 5.3(b) of this Agreement has been satisfied in all respects (the “Seller’s
        Certificate”).




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
    (d) Entrance into the Shareholders’ Agreement. The Seller shall have entered into, and shall have caused the Company, any Third
        Party Investor and any other shareholders of the Company to enter into, the Shareholders’ Agreement. The Seller covenants
        with the Purchaser to procure such parties enter into the Shareholders Agreement.
    (e) Completion Documents. The Purchaser shall have received each of the Completion Documents to be delivered by the Seller
        at or prior to the Completion.
5.4 Additional Conditions to the Obligations of the Seller. The obligations of the Seller are subject to fulfilment (or written waiver by
    the Purchaser) at or prior to the Completion Date of each of the following conditions precedent:
    (a) Representations and Warranties. The representations and warranties contained in Section 7.2 hereof shall be true and correct
        in all material respects as of the date of this Agreement and as of the Completion Date as though made at and as of the
        Completion Date.
    (b) Performance of Covenants. The Purchaser shall have duly performed and complied in all material respects with each covenant
        and agreement required to be performed or complied with by it under this Agreement, in each case, as and when required to
        be performed or complied with by it prior to or on the Completion Date.
    (c) Certificate of the Purchaser. The Purchaser shall have delivered to the Seller a certificate signed by an officer of the Purchaser
        to the effect that each of the conditions specified in Sections 5.4(a) and 5.4(b) of this Agreement has been satisfied in all
        respects (the “Purchaser’s Certificate”).
    (d) Entrance into the Shareholders’ Agreement. The Purchaser shall have entered into the Shareholders’ Agreement.
    (e) Completion Documents. The Seller shall have received each of the Completion Documents to be delivered by the Purchaser
        at or prior to the Completion.
5.5 Closing Deliveries by the Purchaser. At the Completion, the Purchaser shall deliver to the Seller:
    (a) the Purchase Price in accordance with Section 4 of this Agreement;




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
     (b) true and complete copies, certified by the Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board
         of Directors of the Purchaser evidencing the authorization of the execution and delivery of this Agreement and the
         consummation of the transactions contemplated hereby;
     (c) the Purchaser’s Certificate in accordance with Section 5.4(c) of this Agreement; and
     (d) such other documents and instruments reasonably requested by the Seller in order to effect the transactions contemplated
         hereby.
5.6 Closing Deliveries by the Seller. At the Completion, the Seller shall deliver to the Purchaser:
     (a) the certificate or certificates evidencing the Option Shares, duly endorsed in blank or accompanied by a duly executed stock
         or other transfer power, which Option Shares shall be delivered free and clear of all Encumbrances;
     (b) a receipt for the Purchase Price;
     (c) the Seller’s Certificate in accordance with Section 5.3(c) of this Agreement;
     (d) all documents, instruments and deeds required by the Shareholders Agreement; and
     (e) such other documents and instruments reasonably requested by the Purchaser in order to effect the transactions contemplated
         hereby.
6.   Prohibition on Disposal or Reorganisation
6.1 While the Option entitling the Purchaser to purchase the Option Shares either pursuant to the Third Party Investment Option or
    the Independent Option remains exercisable:
     (a) the Seller shall not without the prior written consent of the Purchaser sell, transfer or otherwise dispose of (including, without
         prejudice to the generality of the foregoing, accept an offer made to all holders for the class or classes of securities to which
         the Option Shares belong) or mortgage, charge, pledge or otherwise encumber any of the Option Shares;
     (b) the Seller and the Company shall ensure that no Reorganisation occurs; and




Source: CKX, Inc., 8-K, January 15, 2010                                                               Powered by Morningstar® Document Research℠
     (c) the Company shall not pay, or agree to pay, annual salary, bonus or other compensation to the Seller in excess of £1 million;
         provided, however, that nothing contained in this clause shall limit dividends distributable to the Seller in accordance with the
         Shareholders’ Agreement.
6.2 It is hereby acknowledged that the Purchaser may in the Purchaser’s discretion and with a view to protecting its interests
    hereunder file a stop notice or notices in respect of the Option Shares.
7.   Representation and Warranties; Covenants
7.1 Representations and Warranties of the Seller. As of the date hereof and at the Completion Date, the Seller hereby represents and
    warrants to the Purchaser that:
     (a) Seller Authority. Each of the Seller and the Company has the full power, authority and legal right to execute, deliver and
         perform his or its obligations under this Agreement and to consummate the transactions contemplated herein.
     (b) Enforceability; Binding Effect. This Agreement has been duly authorized and validly executed and delivered by the Seller and
         the Company and constitutes the valid and legally binding obligation of the Seller and the Company, enforceable against the
         Seller and the Company in accordance with its terms and conditions, except as may be limited by any bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium or similar law affecting creditors’ rights and remedies generally and, with
         respect to the enforceability thereof, by general principles of equity, including principles of commercial reasonableness, good
         faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)..
     (c) Non-contravention. The execution and delivery of this Agreement, and the consummation of the transactions contemplated
         hereby, by the Seller and the Company will not (i) violate any constitution, statute, regulation, rule, injunction, judgment,
         order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller or the
         Company is subject, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration, create in any
         party the right to accelerate, terminate, modify, or cancel any agreement, contract, lease, license, instrument, or other
         arrangement to which the Seller or the Company is a party or by which the Seller or the Company is bound or to which any of
         the Seller’s or the Company’s assets is subject, or (iii) require the Seller or the Company to




Source: CKX, Inc., 8-K, January 15, 2010                                                                Powered by Morningstar® Document Research℠
         give any notice to, make any filing with, or obtain any authorization, consent or approval of any third party.
    (d) Company Organization and Corporate Power. The Company is a company registered in England with number 07113842, duly
        organized, validly existing and in good standing under the laws of England. The Company has full power and authority to
        carry on the business in which it is engaged and to own and use the properties owned and used by it.
    (e) Title to the Shares. The Seller has good title to the Shares (including the Option Shares), free and clear of any Encumbrances.
        The Shares (including the Option Shares) have been duly authorized, validly issued and are fully paid and non-assessable.
        The Shares constitute all of the issued and outstanding equity securities of the Company, and neither the Company nor the
        Seller is party to any agreement or is otherwise obligated to issues or sell any equity securities of the Company to any Person.
    (f) Absence of Encumbrances. Neither the Company nor the Seller have Encumbered, secured, mortgaged or charged any of the
        Shares and none of the Shares are subject to any third party rights.
    (g) Organizational Documents of the Company. The documents attached hereto as Exhibit A are true and complete copies of the
        Organizational Documents of the Company.
    (h) Assets and Liabilities; Contracts. The Company has never traded, has no assets (save for its share capital) nor liabilities
        (actual or contingent) and has entered into no contracts, commitments or arrangements, save as set forth on Schedule 1 hereto
        or as notified to the Purchaser from time to time prior to expiry of the Option Period (it being the intention that the Company
        will commence trading from January 2010).
    (i) Brokers’ Fees. Neither the Seller nor the Company has any liability or obligation to pay any fees or commissions to any
        broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Purchaser or the
        Company is or may become liable.
    (j) Litigation. There are no actions, suits, investigations, or proceedings by or before any Governmental Entity pending, or, to the
        Seller’s knowledge, threatened against the Seller or the Company which in any manner challenges the validity of this
        Agreement or any action taken by the Seller or the Company pursuant to this Agreement or seeks to prevent, enjoin, alter or
        materially delay any transaction contemplated hereby.




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
7.2 Representations and Warranties of the Purchaser. As of the date hereof and the Completion Date, the Purchaser hereby represents
    and warrants to the Seller that:
    (a) Organization; Good Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the
        laws of the State of Delaware.
    (b) Authorization. The Purchaser has all requisite power and authority to execute and deliver, and to perform its respective
        obligations under this Agreement, and this Agreement has been duly authorized by all necessary action on the part of the
        Purchaser.
    (c) Binding Effect; Enforceability. This Agreement has been duly executed and delivered by the Purchaser and is the valid and
        binding obligation of the Purchaser, enforceable against such party in accordance with its terms, except as may be limited by
        any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors’ rights and
        remedies generally and, with respect to the enforceability thereof, by general principles of equity, including principles of
        commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or
        in equity).
    (d) Non-contravention. The execution and delivery of this Agreement, and the consummation of the transactions contemplated
        hereby, by the Seller will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling,
        charge, or other restriction of any government, governmental agency, or court to which the Seller is subject, (ii) conflict with,
        result in a breach of, constitute a default under, result in the acceleration, create in any party the right to accelerate, terminate,
        modify, or cancel any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser is a party
        or by which the Purchaser is bound or to which any of the Purchaser’s assets is subject, or (iii) require the Purchaser to give
        any notice to, make any filing with, or obtain any authorization, consent or approval of any third party.
    (e) Brokers’ Fees. The Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with
        respect to the transactions contemplated by this Agreement for which the Purchaser or the Company is or may become liable.
    (f) Litigation. There are no actions, suits, investigations, or proceedings by or before any Governmental Entity pending, or, to the
        Seller’s knowledge, threatened against the Seller which in any manner challenges the validity of this Agreement or any action
        taken by the Seller pursuant to this Agreement or




Source: CKX, Inc., 8-K, January 15, 2010                                                                 Powered by Morningstar® Document Research℠
     seeks to prevent, enjoin, alter or materially delay any transaction contemplated hereby.
7.3 Covenants of the Seller and Purchaser. Each of the Seller, the Company and the Purchaser shall use commercially reasonable
    efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the
    transactions contemplated by this Agreement.
7.4 Additional Covenants of the Company (and the Seller on Behalf of the Company). For the period commencing on the date hereof
    and ending on the first to occur of the Completion Date or the Termination Date, the Company shall (and the Seller shall cause
    the Company to) (i) conduct its business in the ordinary course, consistent with normal practice and (ii) except as expressly
    required hereby and except as otherwise consented to in advance in writing by the Purchaser (such consent not to be unreasonably
    withheld or delayed):
    (a) not make any material change in the nature and scope of the Business (as defined in the Shareholders Agreement) including
        amalgamating or merging with any other business or the sale, transfer or disposal of the whole or a substantial part of the
        Business;
    (b) not create, allot or issue any Shares or other securities in the capital of the Company, or grant any option or rights to subscribe
        for or to convert any instrument into any such Shares or securities (except in connection with a Third Party Investment
        contemplated hereby and in a manner not in contravention of or conflict with the terms and conditions of this Agreement);
    (c) not reduce, subdivide or consolidate the share capital of the Company, or vary the rights attaching to any class of shares in the
        capital of the Company, or redeem, purchase or otherwise acquire any Shares or other securities of the Company;
    (d) not borrow or the incur indebtedness in the form of borrowing (save for working capital introduced by the Seller)
    (e) not guarantee, create a surety or indemnity in favour of any person (other than in the ordinary course of business);
    (f) not mortgage, charge or create any other form of encumbrance in respect of any of the Company’s assets (other than in the
        ordinary course of business)or undertaking;




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
    (g) not make any loan to any Person (other than in the ordinary course of business, but in no event to any Director, officer or
        employee of the Company);
    (h) not acquire any assets (other than in the ordinary course of business);
    (i)   not acquire shares, stocks, bonds, debentures, options or other securities in respect of any other Person, or dispose of any
          such interest (other than in the ordinary course of business);
    (j)   not make or declare any distribution or dividend;
    (k) not increase the remuneration or benefits of any Director of the Company or connected person of any Director of the
        Company, or establish any new profit-share, bonus or other incentive schemes for Directors of the Company, shareholders or
        any of their Affiliates;
    (l)   not establish or amend any pension scheme in relation to the Company or grant any pension rights to any Director of the
          Company or employee of the Company or any dependents of a Director of the Company or employee of the Company;
    (m) not enter into any contract (other than a service or employment contract in respect of acting as Director of the Company) with
        a Director of the Company or with a shareholder of the Company or a connected person (within the meaning of Section 252
        of the Companies Act 2006) of a Director of the Company;
    (n) not apply for the listing of any shares or debt securities of the Company on any recognised stock exchange or the trading of
        any of its shares or debt securities on a regulated market (as defined by Section 1173(1) of the Companies Act 2006;
    (o) not enter into or become bound by any transaction, contract, agreement or arrangement with any Affiliate of the Company;
        and
    (p) not alter the Company’s Organizational Documents.
7.5 The Seller covenants and agrees with the Purchaser that all Projects created or undertaken by the Seller during the period
    commencing on the date hereof and ending on the later of (i) the expiration of the Option Period or, if the Option is exercised
    (ii) the Completion Date shall only be taken up through the Company, except for the Excluded Projects. Notwithstanding the
    foregoing, the Seller may, and shall, perform his obligations under the Consultancy Deed.




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
8. Access to Information
8.1         During the Option Period the Seller will use reasonable commercial endeavours to provide such information that the
            Purchaser reasonably requests to the purposes of, inter alia, complying with relevant regulations and statutes, and also for
            the purposes of obtaining relevant consents and approvals.
9. Termination
9.1         Termination. This Agreement may be terminated at any time prior to the Completion Date:
      (a) by mutual agreement of the Seller and the Purchaser;
      (b) automatically if the Purchaser has not delivered a Call Notice prior to the expiration of the Option Period;
      (c) by the Seller if a material breach of any provision of this Agreement has been committed by the Purchaser and such breach
          has not been waived in writing by the Seller or cured by the Purchaser within ten (10) days after receipt of written notice from
          the Seller requesting such breach to be cured;
      (d) by the Purchaser if a material breach of any provision of this Agreement has been committed by the Seller and such breach
          has not been waived in writing by the Purchaser or cured by the Seller within ten (10) days after receipt of written notice from
          the Purchaser requesting such breach to be cured;
      (e) by the Purchaser if any of the conditions set forth in Sections 5.2 and 5.3 have not been satisfied on or before the Completion
          Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Purchaser to comply
          with its obligations under this Agreement) and the Purchaser has not waived such condition in writing on or before such time;
      (f) by Seller if any of the conditions set forth in Sections 5.2 and 5.4 have not been satisfied on or before the Completion Date or
          if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with its
          obligations under this Agreement) and the Seller has not waived such condition in writing on or before such time; or
      (g) by the Seller on the one hand or the Purchaser on the other hand, if any Governmental Entity shall have issued a final
          permanent order enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and




Source: CKX, Inc., 8-K, January 15, 2010                                                               Powered by Morningstar® Document Research℠
        the time for appeal or petition for reconsideration of such order shall have expired.
9.2 Notice of Termination. Any party desiring to terminate this Agreement pursuant to this Section 9 shall give written notice of such
    termination to the other party to this Agreement.
9.3 Effect of Termination. If this Agreement is terminated, all further obligations of the parties or their respective Affiliates shall be
    terminated without further liability of any party to the other (except as set forth in Sections 10.2 and 10.11); provided, however,
    that nothing herein shall relieve any party from liability for its fraudulent or intentional misrepresentation, omission or breach of
    this Agreement.
In the event of any termination of this Agreement pursuant to Section 9, the Purchaser shall not be entitled a refund of the Option
Consideration Payment.
10. Miscellaneous
10.1         Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be
             deemed to have been duly given when delivered in person, by overnight courier or facsimile to the respective parties as
             follows:
    If to the Seller:
    Simon Robert Fuller
    19 The Mall
    East Sheen, London, SW14 7EN
    Facsimile: +44 207 228 3649
    With a copy to:
    Andy Stinson,
    33 Ransome’s Dock,
    35-37 Parkgate Road,
    London, SW11 4NP
    Facsimile: +44 207 228 3649
    If to the Purchaser:
    CKX, Inc.
    650 Madison Avenue




Source: CKX, Inc., 8-K, January 15, 2010                                                               Powered by Morningstar® Document Research℠
    New York, New York 10022
    Facsimile: 1-212-421-3998
    With a copy to:
    Paul, Hastings, Janofsky & Walker LLP
    75 East 55th Street
    New York, New York 10022
    Facsimile: 212-319-4090
    Attention: William F. Schwitter, Esq.
               Luke P. Iovine, III, Esq.
    Paul, Hastings, Janofsky & Walker LLP
    Ten Bishops Square
    Eighth Floor
    London, E1 6EG
    United Kingdom
    Facsimile: 44-20-3023-5109
    Attention: Ronan O’Sullivan

If to the Company:
    XIX Entertainment limited
    12 New Fetter Lane
    London, EC4A 1AG
    Attention: Company Secretary
    Facsimile: +44 207 556 1212
    With a copy to:
    Andy Stinson,
    33 Ransome’s Dock,
    35-37 Parkgate Road,
    London, SW11 4NP
    Facsimile: +44 207 228 3649
    or to such other address or facsimile number as such party shall have specified in a written notice given to the other party hereto in
    the manner set forth above.




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
10.2 Press Releases; Confidentiality. Except to the extent required by applicable law or legal process or applicable rules of a stock
     exchange or national market system, each of the Seller and the Purchaser agree that it will not issue any press release,
     advertisement or other public announcement with respect to this Agreement or the transactions contemplated hereby without the
     prior written consent of the party hereto, which consent may be granted or withheld in the sole discretion of the other party. The
     parties hereto hereby agree that this Agreement and the terms contained herein shall be kept confidential by the parties hereto
     and their Affiliates and agents except to the extent disclosure is required by applicable law or legal process or applicable rules of
     a stock exchange or national market system, in which event the disclosing party shall promptly notify the other party of the
     requirement and the terms thereof prior to submission and the disclosing party shall cooperate to the maximum extent
     reasonably practicable to prevent or minimize the disclosure of such confidential information. Each party shall be entitled to
     reveal the contents of this Agreement to its professional advisors and the Seller may disclose this Agreement on a confidential
     basis to any prospective Third Party Investor.
10.3 Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be effective with respect to any
     party unless made in writing and signed by such party. Waiver by any party of any breach or failure to comply with any
     provision of this Agreement by any other party shall not be construed as, or constitute, a continuing waiver of such provision, or
     a waiver of any other breach of or failure to comply with any other provisions of this Agreement.
10.4 Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall
     be assignable by the Seller or the Purchaser; provided, however, that the Purchaser may assign its rights, remedies, obligations
     and liabilities arising hereunder (i) to a purchaser of the 19 Entertainment Limited group of companies or substantially all of
     their business or assets and (ii) to any Affiliate of CKX, Inc. (a “Permitted Assignee”); provided, further, that this Agreement
     may not be further directly or indirectly assigned in connection with a transaction that results in a Change in Control of the
     Permitted Assignee (a “Change in Control Transaction”) to a third party that is not (or following such Change of Control, will
     not be) an Affiliate of the Purchaser, unless the transaction would constitute a sale contemplated by clause (i) above.
10.5 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto) constitute the entire agreement among the
     parties relating to the subject matter hereof and supersede any and all prior agreements or understandings with respect to the
     subject matter hereof.
10.6 Specific Performance. Each party hereto acknowledges and agrees that the other party may be irreparably damaged if any
     provision of this Agreement is not performed in




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
       accordance with its terms or otherwise is breached. Accordingly, each party agrees that the other party shall be entitled to seek
       injunctive relief, subject to a determination by a court of competent jurisdiction, to prevent any such failure of performance or
       breach and to enforce specifically this Agreement and any of the terms and provisions hereof.
10.7 Governing Law; Submission to Jurisdiction.
       (a) This Agreement shall be governed by English law.
       (b) The parties hereto hereby agree that the courts of England have exclusive jurisdiction to settle any disputes which may arise
           out of or in connection with this Agreement (including as to formation, enforceability, validity or interpretation) and submit
           to the jurisdiction of such courts and agree that accordingly any suit, action or proceeding arising out of or in connection
           with this Agreement may be brought in such courts.
10.8    Severability. If one or more of the provisions contained in this Agreement shall, for any reason, be held invalid, illegal or
        unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
10.9    Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and
        assigns, and is not for the benefit of, and no provision hereof may be enforced by, any other person or entity. No rights shall
        arise in favour of any party who is not a party to this Agreement under the Contracts (Rights of Third Parties) Act of 1999.
10.10 Counterparts; Execution and Delivery by Facsimile. This Agreement may be executed in two or more counterparts, each of
      which shall be deemed to be an original, but all of which shall constitute one and the same agreement. This Agreement may be
      executed and delivered by facsimile, with such delivery to be as effective as delivery of an originally executed counterpart
      hereof, followed promptly by delivery of an originally executed counterpart.
10.11 Expenses. Except as expressly provided in this Agreement, each of the parties hereto shall bear its own costs and expenses
      (including legal, accounting and investment banking fees and expenses) incurred in connection with this Agreement and the
      transactions contemplated hereby.

                                                         [Signature Page Follows]




Source: CKX, Inc., 8-K, January 15, 2010                                                               Powered by Morningstar® Document Research℠
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this Agreement to be executed effective as of
the date and year first above written.

                                                                    /s/ Simon Robert Fuller
                                                                    Simon Robert Fuller

                                                                    CKX, Inc.

                                                                    /s/ Robert F.X. Sillerman
                                                                    Name: Robert F.X. Sillerman
                                                                    Title: Chairman and Chief Executive Officer

                                                                    XIX ENTERTAINMENT LIMITED

                                                                    /s/ Simon Robert Fuller
                                                                    Name: Simon Robert Fuller
                                                                    Title: Authorized Signatory




Source: CKX, Inc., 8-K, January 15, 2010                                                      Powered by Morningstar® Document Research℠
                                                      Schedule 1
                                           Assets and Liabilities; Contracts




Source: CKX, Inc., 8-K, January 15, 2010                                       Powered by Morningstar® Document Research℠
                                                                                                                     EXHIBIT 10.3
                                                         DATED January 2010

                                           WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

                                                   (1) 19 ENTERTAINMENT LIMITED
                                                      (2) SIMON ROBERT FULLER
                                                             (3) CKX, INC.




                                                     COMPROMISE AGREEMENT




                                             Paul, Hastings, Janofsky & Walker (Europe) LLP
                                                Solicitors and Registered Foreign Lawyers
                                                            Ten Bishops Square
                                                               Eighth Floor
                                                                  London
                                                                  E1 6EG

                                                           Tel: 020 3023 5100
                                                           Fax: 020 3023 5109
                                                          Ref: CB/09092.00005




Source: CKX, Inc., 8-K, January 15, 2010                                                      Powered by Morningstar® Document Research℠
                                           Table of Contents

                                                                                               Page no.
1.      BACKGROUND                                                                                 1
2.      REMUNERATION                                                                               1
3.      COMPENSATION PAYMENT                                                                       2
4.      BENEFITS AND STOCK                                                                         2
5.      TAXATION                                                                                   2
6.      RETURN OF PROPERTY                                                                         3
7.      WARRANTIES AND REPRESENTATIONS                                                             3
8.      STATUS, CONFIDENTIALITY AND CONDUCT                                                        4
9.      RELEASE FROM RESTRICTIONS                                                                  5
10.     FULL AND FINAL SETTLEMENT                                                                  5
11.     COMPLIANCE WITH STATUTORY PROVISIONS                                                       8
12.     THIRD PARTY RIGHTS                                                                         8
13.     GENERAL                                                                                    8




Source: CKX, Inc., 8-K, January 15, 2010                       Powered by Morningstar® Document Research℠
THIS AGREEMENT is made on              January 2010
BETWEEN:
(1) 19 ENTERTAINMENT LIMITED, (Company number 01886042) whose registered office is at 100 New Bridge Street,
    London, EC4V 6JA (“19E”);
(2) SIMON ROBERT FULLER of 19 The Mall, East Sheen, London, SW14 7EN (the “Employee”);
(3) CKX, Inc., a corporation established under the laws of Delaware, whose principal place of business is 650 Madison Avenue, New
    York, NY 10022 (“CKX” and together with 19E, “the Company”)
1. BACKGROUND
    1.1 The Employee was employed by 19E from 26 February 1985 until the termination of his employment by mutual agreement
        on January 2010 (the “Termination Date”).
    1.2 The parties have entered into this Agreement (the “Agreement”) to record and implement the terms relating to the
        termination of the Employee’s employment and, among other matters, the waiver of all claims the Employee has or might
        have against the Company or any Group Company arising out of the employment or its termination (the “Terms”).
2. REMUNERATION
    2.1 The Employee will be paid his normal salary and receive his contractual benefits from 19E up to and including the
        Termination Date (subject to any appropriate deductions for income tax and National Insurance Contributions).
    2.2 Within 14 days of the latest to occur of (i) the Termination Date, and (ii) receipt by 19E of original copies of the Employee’s
        acceptance of the Terms and the letter from his adviser in the attached form set out in Schedule 1 (his adviser being identified
        in that letter (the “Adviser”)), to the extent it has not already done so 19E will make to the Employee a payment reimbursing
        the Employee for his final expenses incurred up to the Termination Date, provided 19E has prior to payment received valid
        receipts or satisfactory evidence of expenditure in accordance with 19E’s current expenses policy or any terms relating to
        expenses agreed between the parties.
    2.3 Any sums due from the Employee to the Company will be deducted from his final salary payment or, in the event the cut off
        date for administering salary and benefits has passed, the Compensation Payment (as defined in clause 3 below).
                                                                   --




Source: CKX, Inc., 8-K, January 15, 2010                                                             Powered by Morningstar® Document Research℠
3. COMPENSATION PAYMENT
    3.1 Subject to and conditional upon the terms of this Agreement (including, without limitation, the conditions in this clause 3.1),
        and within one business day of the latest condition to occur of:
        3.1.1 the Termination Date;
        3.1.2 issue by 19E to the Employee of a P45 (which 19E undertakes to do promptly); and
        3.1.3 receipt by 19E of a copy of this Agreement signed by the Employee and a signed letter from his Adviser in the attached
              form set out in Schedule 1,
        19E will pay to the Employee:
        3.1.4     £480,000 as compensation for loss of office (the “Compensation Payment”).
4. BENEFITS, STOCK AND CREDITS
    4.1 Save as specifically referred to in clause 4.2 below, the Employee’s entitlement to receive any benefits from the Company by
        virtue of his employment ceased on the Termination Date.
    4.2 The Company agrees and shall procure that all unvested stock and options held by the Employee in CKX shall be accelerated
        and vest on the Termination Date and thereafter the Employee shall be entitled to such stock and options without restriction
        as to vesting, in accordance with the terms of such securities. It is acknowledged that the Employee has:
        4.2.1 100,000 options for common stock, par value $0.01 per share, of CKX, (“CKX Stock”) granted on 19
              July 2007 of which 60,000 are already vested and 40,000 will vest on the Termination Date;
        4.2.2 200,000 shares of CKX Stock granted on 15 April 2008, all of which have vested; and
        4.2.3 250,000 options for CKX Stock granted on 13 March 2009 all of which will vest on the Termination Date.
    4.3 The Amended and Restated Lock In Put and Call Agreement dated 8 June 2009 between the Employee and CKX
        shall remain in full force and effect notwithstanding anything contained in this Agreement.
    4.4 The Company agrees to use commercially reasonable endeavours to procure that the Employee’s credit as
        creator or executive producer of any television format or
                                                                  --




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
        programme given or contracted for prior to the date hereof will be maintained for the life of such format or programme. At the
        Employee’s request (and at the Employee’s sole cost) the Company shall use commercially reasonable endeavours to enforce
        and procure that each relevant Group Company shall enforce a third party’s obligation to provide such credits for the
        Employee.
5. TAXATION
    5.1 The first £30,000 of the Compensation Payment will be paid without deduction of income tax and employees’ National
        Insurance Contributions on the basis that the parties believe it is a payment pursuant to Sections 401 to 405 of the Income
        Tax (Earnings and Pensions) Act 2003. The balance of the sums payable to the Employee under clauses 3.1.4 and 8.1 of these
        Terms (including, without limitation, the balance of the Compensation Payment) will be subject to appropriate deductions for
        income tax and employees’ National Insurance Contributions.
    5.2 In the event that any liability for further income tax or employees’ National Insurance Contributions (together, the “Tax and
        Contributions ”) arises out of or in connection with the Compensation Payment, and/or the payments made to or value of
        any benefits provided to the Employee pursuant to this Agreement, the Employee will be responsible for and indemnify 19E
        in respect of the payment of any such Tax and Contributions.
6. RETURN OF PROPERTY
    6.1 The Employee confirms that upon request he shall return to the Company all property belonging to the Company or the
        Group or relating to its or their business, in his possession or control. The Employee will not keep or make any copy of
        anything returned pursuant to this clause 6.1.
    6.2 By signing the enclosed copy of this letter the Employee resigns as a director of each Group Company of which he is a
        director. The Employee will immediately and as of the Termination Date do all such things as may be necessary to resign all
        other directorships or offices (if any) which he holds by virtue of his employment with the Company. The Employee
        irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any such instrument
        or thing and generally to use his name in order to give the Company (or its nominee) the full benefit of the provisions of this
        clause.
7. WARRANTIES AND REPRESENTATIONS
    7.1 The Employee warrants and represents to the Company that he:
        7.1.1 is not aware of any matters relating to any acts or omissions by him or any director, officer, employee or agent of the
              Company (or any Group Company) which if not already disclosed to the Company would or might affect its decision to
              enter into this Agreement, to the Terms of
                                                                   --




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
             this Agreement or make any of the payments or provide any of the benefits referred to in this Agreement; and
        7.1.2 has not presented an originating application or claim form to any office of the Employment Tribunals or issued a claim
              form in the High Court or County Court in connection with this employment or its termination or issued any equivalent
              or similar proceedings against any Protected Persons in any other jurisdiction, nor has anyone acting on his behalf
              presented nor will he or they present any such complaint or present or issue an originating application or claim form or
              issue any equivalent or similar proceedings.
8. STATUS, CONFIDENTIALITY AND CONDUCT
    8.1 In consideration of the payment to the Employee by 19E of £500,000 (less deductions for income tax and employees’
        National Insurance Contributions) which payment will be paid by 19E within 14 days of the conditions listed in clause 3.1
        being met, the Employee covenants with the Company and all Group Companies that he will abide by the provisions of this
        clause 8.
    8.2 The Employee accepts and agrees that his express and implied duties relating to confidential information, including but not
        limited to the duties regarding confidentiality set forth in clause 13 of his service agreement with 19E dated 17 March 2005
        (the “Service Agreement”) and those duties set forth in paragraph 1 of the Confidentiality, Non-Competition,
        Non-Solicitation, and Non-Recruitment Agreement between the Employee and CKX dated 17 March 2005 (the
        “Non-Compete Agreement”) continue after the Termination Date.
    8.3 The Employee shall not and the Company shall ensure that its officers and employees shall not:
        8.3.1 make or publish any statement to a third party (including but not limited to any journalists or other persons connected in
              any way with the media, any clients, customers, employees or ex-employees of the Company or any other Group
              Company) concerning the Terms of this Agreement or the circumstances surrounding the termination of the
              Employee’s employment (other than a joint press release, in form and substance reasonably satisfactory to the
              Company and the Employee, that shall be released promptly following the execution and delivery of this Agreement);
              or
        8.3.2 make or publish any derogatory or disparaging statement or do anything in relation to the Employee, the Company, any
              Group Company or any members, partners, directors, officers, employees, ex-employees, clients, customers or agents
              of the Company or any other Group Company which is intended to or which might be expected to damage or lower
              their respective reputations,
                                                                 --




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
         provided, that the parties will not be prevented from making a disclosure:
             (i)   for the purposes of seeking legal or other professional advice from an adviser (including, without limitation, the
                   Adviser) in relation to this Agreement provided that any such adviser is bound by the same duty of confidence;
             (ii) to the proper authorities as required by law; or
             (iii) in the case of the Employee, to an immediate family member, provided such person agrees to maintain
                   confidentiality on the same terms.
     8.4 The Employee warrants that he has not published any statement or authorised or permitted anyone else to do so prior to the
         date of this Agreement, which would constitute a breach of clauses 8.2 or 8.3 if it had occurred after the date of this
         Agreement.
9.   RELEASE FROM RESTRICTIONS
9.1 The Company agrees that with effect from the Termination Date the Company releases the Employee from and shall procure that
    each Group Company shall release the Employee from:
         9.1.1 the covenants and restrictions contained in paragraph 1 and 2 of Schedule 1 to the Service Agreement;
         9.1.2 the covenants and restrictions contained in paragraph 2 of the Non-Compete Agreement excluding sub-paragraph
               2.2(v); and
         9.1.3 the covenants and restrictions contained in clause 5.1 of the Share Purchase Agreement dated 17 March 2005 between
               the Employee, Fuller Nominees Limited and Ingenious Ventures Limited (1) CKX UK Holdings Limited (2) and CKX
               (then known as “Sports Entertainment Enterprises, Inc”) (3).
9.2 The Company (on behalf of itself and all Group Companies) consents to the use by the Employee of the name “XIX” for the
    Employee’s new business ventures. Any use of such name by the Employee or by corporations or other entities owned (in whole
    or in part) by the Employee shall not constitute a breach of paragraph 2.2(v) of the Non-Compete Agreement.
10. FULL AND FINAL SETTLEMENT
     10.1 The Terms under this Agreement are offered without any admission of liability on the part of: (i) the Company; (ii) any
          other Group Company; and, (iii) its or their respective members, partners, directors, officers, employees and agents ((i)-(iii)
          together, in their respective capacities as such, the “Protected Persons”), and are
                                                                     --




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
        in full and final settlement of all claims in all jurisdictions, whether known or not under contract, tort, statute or otherwise
        which the Employee has at the date of this Agreement or which may arise in future against the Protected Persons arising out of
        or in connection with or as a consequence of the Employee’s employment and/or its termination including, without limitation,
        any claim:
        10.1.1    for unfair dismissal, under the Employment Rights Act 1996;
        10.1.2    for wrongful dismissal or breach of contract, including, without limitation, in relation to any alleged or actual bonus,
                  commission, carried interest, profit-sharing or incentive payments or other variable forms of remuneration arising
                  pursuant to the employment;
        10.1.3    (save as specifically referred to in clauses 4.2 and 4.3) in relation to any alleged or actual entitlement to shares,
                  stocks or membership in any entity, howsoever granted
        10.1.4    for a statutory redundancy payment, under the Employment Rights Act 1996, or any other type of redundancy
                  payment;
        10.1.5    in relation to unauthorised deductions from wages, under the Employment Rights Act 1996;
        10.1.6    for unlawful detriment, under the Employment Rights Act 1996;
        10.1.7    in relation to working time or holiday pay, under the Working Time Regulations 1998 or contractually;
        10.1.8    for equal pay, less favourable treatment or detriment, direct or indirect discrimination, harassment or victimisation on
                  any unlawful ground, including, but not limited to, sex, pregnancy or maternity status, marital or civil partnership
                  status, race, colour, nationality, ethnic or national origin, disability, part-time or fixed-term status, sexual orientation,
                  transsexualism, age, religion, religious or philosophical belief or non-belief, under the applicable Act or Regulations
                  set out in clause 11.1 of this Agreement;
        10.1.9    in relation to protected disclosures (whistleblowing) under the Employment Rights Act 1996 and the Public Interest
                  Disclosure Act 1998;
        10.1.10 in respect of the infringement of the statutory employment rights set out in the Trade Union and Labour Relations
                (Consolidation) Act 1992;
        10.1.11 for failure to comply with obligations under the Human Rights Act 1998;
                                                                  --




Source: CKX, Inc., 8-K, January 15, 2010                                                                 Powered by Morningstar® Document Research℠
        10.1.12 for failure to comply with obligations under the Data Protection Act 1998;
        10.1.13 in relation to personal injuries of which the Employee is currently aware;
        10.1.14 in relation to written reasons for dismissal, written particulars or itemised payslips, under the Employment Rights Act
                1996;
        10.1.15 in relation to the national minimum wage, under the National Minimum Wage Act 1998;
        10.1.16 in relation to the right to be accompanied at disciplinary and grievance meetings, under the Employment Rights Act
                1999; and
        10.1.17 of any type under the federal, state, and local laws, statutes, regulations, ordinances, and common law of the United
                States and each of the states thereof, including but not limited to claims under Title VII of the Civil Rights Act of
                1964, the Americans With Disabilities Act, and the Employee Retirement Income Security Act of 1974;
        but excluding any claim:
                (i)   for any personal injury of which the Employee is currently unaware;
                (ii) for the sums and benefits due to the Employee pursuant to this Agreement or to enforce any other term of this
                     Agreement; and
                (iii) under and pursuant to the terms and conditions of (x) any D&O insurance policy maintained by or on behalf of the
                      Company that is applicable to the Employee and (y) any indemnification provision contained in the Articles or
                      Bylaws of the Company that are applicable to the Employee.
    10.2 The Employee confirms that the Employee is aware of no other claim or grounds to make a claim against the Protected
         Persons in relation to the employment or its termination howsoever arising. The Employee represents and warrants that:
          10.2.1 the Employee has instructed the Adviser to advise as to whether the Employee has or may have any claims, including
                 statutory claims, against the Protected Persons arising out of or in connection with the Employee’s employment or its
                 termination;
          10.2.2 the Employee has provided the Adviser with all available information which the Adviser requires or may require in
                 order to advise whether the Employee has any such claims;
                                                                 --




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
        10.2.3 the Adviser has advised the Employee that on the basis of the information available to the Adviser the Employee’s
               only claims or particular complaints against the Protected Persons, whether statutory or otherwise, arising out of or in
               connection with the Employee’s employment or its termination are those listed in clause 10.1 of this Agreement and
               that (save for those excepted pursuant to clauses 4.2, 4.3 and 10.1 (i), (ii) and (iii)) the Employee has no other claim
               against them arising out of or in connection with the Employee’s employment or its termination; and
        10.2.4 the Adviser is a relevant independent adviser as defined in the Acts and Regulations set out in clause 11.1 of this
               Agreement.
11. COMPLIANCE WITH STATUTORY PROVISIONS
    11.1 This Agreement satisfies the conditions regulating compromise agreements under the Employment Rights Act 1996, the
         Disability Discrimination Act 1995, the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal Pay
         Act 1970), the Race Relations Act 1976, the Trade Union and Labour Relations (Consolidation) Act 1992, the Working
         Time Regulations 1998, the National Minimum Wage Act 1998, the Part-Time Workers (Prevention of Less Favourable
         Treatment) Regulations 2000, the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the
         Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations
         2003 and the Employment Equality (Age) Regulations 2006.
    11.2 The Employee confirms that:
          11.2.1 he has received advice from the Adviser as to the Terms and effect of this Agreement and in particular its effect on
                 his ability to pursue his rights before an Employment Tribunal; and
          11.2.2 he will procure that the Adviser signs the Certificate in Schedule 1.
12. THIRD PARTY RIGHTS
    12.1 Each Protected Person (as applicable) shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce
         the rights referred to in these Terms. Except as set out in this clause 11, a person who is not a party to these Terms may not
         enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
13. GENERAL
    13.1 In these Terms, “Group Company” means any one of CKX and 19E, and their respective subsidiaries, holding companies
         or any subsidiary of a holding company (in each case as defined by the Companies Act 2006) and the “Group” has the
         corresponding meaning.
                                                                 --




Source: CKX, Inc., 8-K, January 15, 2010                                                             Powered by Morningstar® Document Research℠
    13.2 In this Agreement, references to statutory provisions shall be construed as references to those provisions as respectively
         replaced or amended or re-enacted from time to time.
    13.3 This Agreement is governed by and construed in accordance with the law of England and Wales. Each party irrevocably
         agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in
         connection with this Agreement.
    13.4 These Terms may be executed in one or more counterparts which, when taken together, shall be deemed to constitute the
         entire agreement between the parties.
    13.5 Notwithstanding that this Agreement is marked “without prejudice and subject to contract”, it will, when dated and signed
         by all the parties named below and accompanied by the certificate in Schedule 1 signed by the Adviser become an open and
         binding agreement between the parties.
    13.6 This Agreement may not be modified except by an instrument in writing signed by the duly authorised representatives of the
         parties.
    13.7 Each party on behalf of itself and (in the case of the Company, as agent for any Group Companies) acknowledges and agrees
         with the other party (the Company acting on behalf of itself and as agent for each Group Company) that:
           13.7.1 this Agreement (together with any documents referred to in it) constitute(s) the entire agreement and understanding
                  between the Employee and the Company and any Group Company and supersedes any previous agreement between
                  them relating to his employment by the Company (which shall be deemed to have been terminated by mutual
                  consent upon the terms of this Agreement);
           13.7.2 in entering into this Agreement neither the Employee, the Company nor any Group Company has relied on any
                  Pre-Contractual Statement; and
           13.7.3 the only remedy available to a party for breach of this Agreement shall be for breach of contract under the terms of
                  this Agreement and it shall have no right of action against any other party in respect of any Pre-Contractual
                  Statement,
        provided that nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud. “Pre-Contractual
        Statement” means any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in
        writing or not) of any person (whether party to this Agreement or not) relating to the Employee’s employment or its
        termination other than as expressly set out in this Agreement or any documents referred to in it.
    13.8 For a period of 3 months after the Termination Date, the Employee agrees to make himself available to, and to cooperate
         with, the Company, any Group
                                                                 --




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
          Company and its or their advisers in connection with the preparation of (i) financial statements and results for the year
          ended December 31, 2009 (including with respect to any related audit of any applicable Group Company) and (ii) any
          applicable regulatory filings and/or disclosure documents in respect of such year. The Company shall reimburse the
          Employee for any and all costs, including the reasonable cost of counsel, reasonably incurred in connection with this clause
          13.8.
    13.9 Except as otherwise prohibited or limited by law, CKX shall indemnify the Employee against all losses, claims, expenses, or
         other liabilities of any nature arising by reason of the fact that prior to the date hereof he: was a director, officer, employee,
         or agent of CKX, in each case to the fullest extent permitted under the Delaware General Corporation Law, as the same
         exists or may hereafter be amended. No repeal or modification of the provisions of the Delaware General Corporation Law
         shall adversely affect any right or protection thereunder in respect of any events, circumstances, acts or omissions occurring
         or existing prior to the time of such repeal or modification, including, without limitation, any right to indemnification and/or
         advancement of expenses for any threatened, pending or completed action, suit or proceeding, as applicable, commenced
         after such repeal or modification to enforce this Clause 13.9 with regard to events, circumstances, acts or omissions
         occurring or existing prior to such repeal or modification, to the extent the foregoing is permissible under the Delaware
         General Corporation Law as so repealed or modified. Without limiting the generality of the foregoing, the Employee shall
         be entitled to the benefit of the provisions relating to indemnification and advancement of defense costs and expenses
         contained in the bylaws and certificate of incorporation of CKX that are applicable to the Employee, as the same in the
         future may be amended (not including any amendments or additions that limit or narrow, but including any that add to or
         broaden, the protection afforded to the Employee), to the fullest extent permitted by applicable law. The indemnification
         obligations of CKX shall survive from the date hereof and continue until three (3) months after the expiration of any
         applicable statute of limitations with respect to any claim made against the Executive for which the Employee is or may be
         entitled to indemnification (the “Survival Period”), and shall survive after the Survival Period with respect to any
         indemnification claim as to which CKX has received notice on or prior to the end of the Survival Period. The Group
         Company’s belief regarding a statute of limitations applicable to a claim, any position taken by CKX in response to a claim,
         or the determination of any judicial, quasi-judicial, or arbitral body in connection with a claim and any statute of limitations
         applicable to a claim(s) shall in no event relieve it from its obligation to indemnify the Employee. Anything in this
         Agreement to the contrary notwithstanding, this Clause 13.9 shall survive the termination of this Agreement for any reason.
                                                                     --




Source: CKX, Inc., 8-K, January 15, 2010                                                              Powered by Morningstar® Document Research℠
                                                            SCHEDULE 1
                                                    ADVISER’S CERTIFICATE
I confirm that:
1. I am a relevant independent adviser as defined in the Acts and Regulations (as set out in clause 11.1 of the Agreement between 19
   Entertainment Limited, Simon Robert Fuller and CKX, Inc., to which this Certificate is annexed).
2. I have advised the Employee of the Terms and the effect of the Agreement and in particular its effect on his ability to pursue a
   claim before an Employment Tribunal.
3. There is in force a contract of insurance covering the risk of a claim by the Employee in respect of loss arising in consequence of
   my advice.

Adviser’s signature                                                  /s/ Andy Stinson

Adviser’s name                                                       Andy Stinson

Title                                                                Solicitor

Adviser’s business address                                           33 Ransome’s Dock
                                                                     35-37 Parkgate Road
                                                                     London
                                                                     SW11 4NP
Date                                                                13 January 2010
                                                                  --




Source: CKX, Inc., 8-K, January 15, 2010                                                            Powered by Morningstar® Document Research℠
IN WITNESS whereof this Agreement has been signed on behalf of the Company and by the Employee the day and year first above
written.

SIGNED by                                    )
Duly authorised for and on behalf of         )
19 ENTERTAINMENT LIMITED                     )     /s/ Robert F.X. Sillerman

SIGNED by SIMON ROBERT FULLER                      /s/ Simon Robert Fuller

SIGNED by CKX, INC.                                /s/ Robert F.X. Sillerman




Source: CKX, Inc., 8-K, January 15, 2010                                                    Powered by Morningstar® Document Research℠
                                                                                                                             Exhibit 99.1
FOR IMMEDIATE RELEASE

                                                                                                                         CKX, INC.
                                                                                                        Media Contact: Ed Tagliaferri
                                                                                                                       212-981-5182

                                 CKX AND SIMON FULLER AGREE TO A NEW CREATIVE DEAL:
                                  SIMON FULLER SETS UP NEW ENTERTAINMENT COMPANY

New York, NY — (January 14, 2010) — CKX, Inc. (NASDAQ: CKXE) announced today that Simon Fuller, founder and CEO
of 19 Entertainment, and the Company have agreed to a long term deal to ensure that the American Idol creator and executive
producer continues to executive produce and provide overall global executive direction to CKX’s hit television shows, American Idol
and So You Think You Can Dance and the new online led property If I Can Dream, in return for a share of profits. In addition,
Mr. Fuller is launching a new entertainment company in which CKX can invest. As part of this transaction Mr. Fuller will also
provide general consulting services to CKX.
Robert F.X. Sillerman, Chairman and Chief Executive Officer of CKX said, “I am thrilled with this new arrangement with Simon.
He is truly one of the most creative geniuses in the entertainment industry today. This new arrangement guarantees that Simon and
CKX will be working together for many, many years to come. I’m also delighted that going forward Simon will be free to focus his
creative energy on developing new ideas and projects and that CKX has the opportunity to invest in his new business.”
Simon Fuller said, “It has been an absolute pleasure over the past five years to have worked so closely with Bob. I feel honored to
have learned so much from one of the world’s truly great business brains. This is the beginning of another important chapter in my
life. As an entrepreneur I feel I am about to enter my prime years and starting a new entertainment company at this moment fills me
with great excitement. Since its acquisition by CKX, 19 has achieved extraordinary success and I am delighted to be able to continue
my relationship with Bob, the CKX team and all the properties that I have created.”
About CKX, Inc.
CKX, Inc. is engaged in the ownership, development and commercial utilization of entertainment content. To date, the Company has
focused on acquiring globally recognized entertainment content and related assets, including the rights to the name, image and
likeness of Elvis Presley, the operations of Graceland, the rights to the name, image and likeness of Muhammad Ali and proprietary
rights to the IDOLS television brand, including the American Idol series in the United States and local adaptations of the IDOLS
television show format which, collectively, air in more than 100 countries. For more information about CKX, Inc., visit its corporate
website at www.ckx.com.




Source: CKX, Inc., 8-K, January 15, 2010                                                           Powered by Morningstar® Document Research℠
About 19 Entertainment
19 Entertainment, a division of CKX, is one of the most successful entertainment organizations in the world having created and
produced hit television properties including American Idol and So You Think You Can Dance, and with its relationships and
partnerships with some of the biggest names in sports, music and fashion, including David Beckham, Victoria Beckham, Carrie
Underwood, Kelly Clarkson, Chris Daughtry, Roland Mouret and the recently added tennis superstar, Andy Murray.

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Source: CKX, Inc., 8-K, January 15, 2010                                                          Powered by Morningstar® Document Research℠

				
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