Item 1.01 Entry into a Material Definitive Agreement.
On December 22, 2008, Hollywood Media entered into respective Amended and Restated Employment Agreements with each of Mitchell Rubenstein and Laurie S. Silvers (collectively, the "Employment Agreements"). The Employment Agreements amend and restate the existing employment agreements with Mr. Rubenstein and Ms. Silvers dated as of July 1, 1993 (as amended by those certain extension and amendment agreements dated as of July 1, 1998, July 1, 2003, May 31, 2004, November 15, 2004 and August 21, 2008). The Employment Agreements were entered into primarily in order to comply with Section 409A of the Internal Revenue Code and related interpretations and guidance of the Internal Revenue Service (collectively, "Section 409A"). Section 409A is the provision of the tax law enacted in 2004 to govern certain "nonqualified deferred compensation" arrangements that imposes an additional tax and penalties on service providers (including employees and directors) if a covered arrangement does not comply with Section 409A. Although Section 409A's provisions have been in effect since 2005, final regulations under Section 409A were not issued until 2007 and are expected to take effect on January 1, 2009. Companies must amend affected nonqualified deferred compensation plans by December 31, 2008 to ensure compliance with the final regulations.
The material terms of the existing employment agreements that were amended in the Employment Agreements in order to comply with the final regulations under
Section 409A are as follows:
• Section 4.2 of the Employment Agreements was revised to provide for a lump sum termination payment equal to the executive's Base Salary for the remainder of the scheduled Term or 12 months, whichever is greater, upon termination of employment by Hollywood Media due to the disability of the executive (as defined in the Employment Agreements). The existing employment agreements provided for continued payment of the executive's Base Salary for 12 months after termination.

• The definitions of "Good Reason" and "Change of Control" set forth in Sections 4.4 and 6(a) of the Employment Agreements, respectively, were revised to conform with similar terms in the final regulations under
Section 409A.

• Section 4.7 of the Employment Agreements provides for certain termination payments to be delayed for up to six months, if necessary to comply with
Section 409A, with the funds to be held in a "rabbi trust" (within the meaning of Internal Revenue Service Revenue Procedure 92-64) during such period.

• Section 6(b) of the Employment Agreements was revised to require Hollywood Media to make a Change of Control payment to the executive within 5 days after a Change of Control, provided that the executive is affiliated with Hollywood Media (as an employee, director, or both) on the date of the Change of Control. The existing employment agreements required the employment of the executives to be terminated before payment of the Change of Control payment, either by Hollywood Media without cause during the remainder of the term or by the executive for any reason within 60 days of the Change of Control. The Change of Control payment under the Employment Agreements remains unchanged from the existing employment agreements at 300% of the executive's "base period income."

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In addition to the changes made due to Section 409A, the Employment Agreements also contain the following material changes to the existing employment agreements:
• Section 1.1 of the Employment Agreements extends the term of employment by one year, through December 31, 2010.

• Section 6(c) of the Employment Agreements amended the definition of "base period income" to be the sum of (i) the executive's Base Salary paid or payable to them with respect to the last fiscal year ending before the date of the Change of Control, and (ii) the greater of (x) the executive's Bonus for the last fiscal year ending before the Change of Control date and
(y) the executive's Bonus for the second fiscal year preceding such date. Under Section 6(e) of the existing employment agreements, "base period income" was equal to the base salary and incentive bonus payments paid or payable to the executives during or with respect to the 12 month period preceding the date of termination.

• The non-competition covenant (which related solely to publication, distribution and/or retailing of comic books, a business in which Hollywood Media is no longer involved) and employee non-solicitation covenants that were contained in Sections 7.1 and 7.3 of the existing employment agreements, respectively, were deleted from the Employment Agreements.

The above summary of the material changes implemented by the Employment Agreements is qualified in its entirety by reference to (i) the amended and restated employment agreement between Hollywood Media and Mitchell Rubenstein, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and (ii) the amended and restated employment agreement between Hollywood Media and Laurie S. Silvers, a copy of which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K, which exhibits are incorporated by reference in this Item 1.01 in their entirety.

Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.

Exhibit No. Description 10.1 Amended and Restated Employment Agreement, dated as of December 22, 2008, by and between Hollywood Media Corp. and Mitchell Rubenstein. 10.2 Amended and Restated Employment Agreement, dated as of December 22, 2008, by and between Hollywood Media Corp. and Laurie S. Silvers.

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