exv10w2



 










	 	 	 
	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
	Employee Initials: 

	 	Vice President Initials: 






EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 6th day of
August, 2007 (“Effective Date”), by and between Radio One, Inc. (“Radio One” or “Company”), a
Delaware corporation having its principal place of business at 5900 Princess Garden Parkway,
Lanham, Maryland, and Barry A. Mayo (“Employee”), an individual residing at 155 Washington Street,
Apartment 2205, Jersey City, New Jersey.



RECITALS




WHEREAS, Company, directly and through subsidiaries and affiliates, is engaged in the business of
owning and managing broadcast media, including seventy (70) radio stations in twenty-two (22)
markets in the United States; and



WHEREAS, Company desires to hire Employee to perform such services as described below, in
accordance with the terms of this Agreement, for the benefit of Company and its subsidiaries and
affiliates; and



WHEREAS, Employee desires to be hired by Company and to commit himself to serve Company and its
subsidiaries and affiliates, in accordance with the terms of this Agreement;



NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set
forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Company and Employee, intending to be legally bound, hereby agree as follows:




	1.	 	Employment. Company hereby hires Employee as President, Radio Division.
	 
	2.	 	Term and Exclusive Negotiation Period.






	 	(a)	 	Term. Employee’s employment under this Agreement shall commence on August 6, 2007 (“Commencement Date”) and shall continue in full force and
effect for a period of two (2) years until August 5, 2009 (“Term”), unless earlier terminated pursuant to the provisions of Section 11 hereof.
	 
	 	(b)	 	Exclusive Negotiation Period. The parties hereto agree that either of them may initiate a period of exclusive good faith negotiation to commence no earlier than
one hundred twenty (120) days prior to the expiration date of the Term and terminate thirty (30) days prior to the expiration date of the Term (“Exclusive Negotiation Period”), during which time the parties will engage in exclusive good faith negotiations for extending this Agreement on mutually agreeable terms and conditions. If either party initiates negotiations, Company agrees to provide






 









 












	 	 	 
	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
	Employee Initials: 

	 	Vice President Initials: 







	 	 	 	Employee with the compensation terms that Company would be willing to pay to extend
the Agreement for an additional period of time beyond the Term. If the parties are
unable to reach agreement to extend this Agreement within the Exclusive Negotiation
Period, notwithstanding their respective good faith efforts to do so, Employee
thereafter shall be permitted to solicit and/or entertain offers from, and to
negotiate with, third parties following the expiration of the Exclusive Negotiation
Period.






	3.	 	Duties.






	 	3.1.	 	During the Term of this Agreement, Employee hereby agrees to the following, without limitation:






	 	(a)	 	Employee shall use his best efforts to perform such duties as
are usual and customary for a division president, including managing, facilitating, and
implementing Company’s strategic and operational plans, while ensuring the execution of same at the highest level of professionalism and
competence. A job description setting forth Employee’s primary responsibilities is attached hereto as Schedule I.
	 
	 	(b)	 	Employee shall report directly to Company’s Chief Executive
Officer, and Employee’s performance shall be at the direction of, and in accordance with the determination of, Company’s Chief Executive Officer and Board of Directors.






	 	3.2.	 	Employee shall devote Employee’s best efforts to the business and affairs of Company and the performance of Employee’s duties under this Agreement.
	 
	 	3.3.	 	Employee shall devote Employee’s full professional time, energy, and skill to
the performance of the services in which Company is engaged, at such time and place as Company may direct. Employee shall not undertake, either as an owner, director, shareholder, employee or otherwise, the performance of services for compensation (actual or expected), either directly or indirectly, on behalf of Employee or any other person or entity, without the prior express written consent of Company.
	 
	 	3.4.	 	The normal working hours of Employee shall be as reasonably established by Company’s Chief Executive Officer.






	4.	 	Place of Performance. During the Term of this Agreement, Employee shall perform the majority of Employee’s duties in Lanham, Maryland, as well as in other markets in which
Company owns and/or operates radio stations.




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	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
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	 	Vice President Initials: 







	5.	 	Compensation.






	 	(a)	 	Base Compensation. Company shall pay Employee base compensation in the amount of Five Hundred Thousand Dollars ($500,000) per year, subject to
applicable federal, state, and local deductions and in accordance with Company’s standard payroll schedule and policy. Effective as of calendar year 2009, on each
anniversary of the Commencement Date during the Term hereof, Employee shall be entitled to no less than a three percent (3%) increase in Employee’s base
compensation, subject to applicable federal, state, and local deductions and payable in accordance with Company’s standard payroll schedule and policy.
	 
	 	(b)	 	Quarterly Bonus. During the Term of this Agreement, except with respect to Employee’s performance during the third quarter of calendar year 2007, Employee
shall be eligible to receive bonus compensation in an amount not to exceed Twenty-Five Thousand Dollars ($25,000) at the conclusion of each quarter during
which (i) Employee remains employed by Company and (ii) Employee satisfies the broadcast cash flow (“BCF”) goals established by Company. Any bonus payments
due Employee shall be made to Employee in accordance with Company’s standard bonus payment schedule and policy.
	 
	 	(c)	 	Discretionary Annual Bonus. Employee shall be eligible to receive discretionary incentive compensation at the conclusion of each fiscal year during which
(i) Employee remains employed by Company and (ii) Employee’s performance and the Radio Division’s operating results satisfy certain reasonable criteria as
determined by Company’s Chief Executive Officer and Board of Directors. Any bonus payments due Employee shall be made to Employee in accordance with
Company’s standard bonus payment schedule and policy.






	6.	 	Vacation, Benefits, Expenses, and Housing.






	 	6.1.	 	Employee shall be eligible to accrue up to twenty (20) vacation days annually, in accordance with Company policies and procedures.
	 
	 	6.2.	 	Employee shall be eligible to participate in the employee benefit plans and programs that Company generally makes available to its employees, subject to the
terms and conditions of each such benefit plan or program. Notwithstanding the foregoing, any severance payable to Employee shall be governed solely by this
Agreement, and Employee shall not be eligible to participate in any severance program of general application maintained by Company.
	 
	 	6.3.	 	Company reserves the right to amend or change, in its sole discretion, any of its employee benefit plans and programs.




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	 	Vice President: Linda J. Vilardo
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	 	6.4.	 	Company shall reimburse Employee for all Company-approved business, travel, lodging, meal and other expenses incurred or paid by Employee in the
performance of Employee’s duties hereunder, including expenses incurred by Employee in connection with Employee’s travel to and from Company’s offices
in Lanham, Maryland, provided that Employee submits proper documentation of such expenses, including receipts, expense statements, vouchers, and/or such
other supporting information, in accordance with standard Company policy.
	 
	 	6.5.	 	Employee shall be entitled to a car allowance in an amount not to exceed One Thousand Dollars ($1,000) per month.






	7.	 	Restricted Stock Grant and Stock Options.






	 	7.1.	 	Subject to the provisions of Company’s Amended and Restated 1999 Stock Option and Restricted Stock Grant Plan, effective as of the Commencement Date,
Employee shall receive a restricted stock grant of Fifty Thousand (50,000) shares of Class D common stock. Provided that Employee remains employed by
Company on the vesting dates, such shares shall vest in equal increments on August 5, 2008 and August 5, 2009, or alternatively, shall vest fully in the event of
a Change in Control of Company (as defined in the Amended and Restated 1999 Stock Option and Restricted Stock Grant Plan).
	 
	 	7.2.	 	Subject to the provisions of Company’s Amended and Restated 1999 Stock Option and Restricted Stock Grant Plan, Employee shall be granted an option to
purchase Fifty Thousand (50,000) shares of Company’s Class D common class stock at the market price per share in effect on the Commencement Date.
Provided that Employee remains employed by Company on the vesting dates, such shares shall vest in equal increments on August 5, 2008 and August 5, 2009, or
alternatively, shall vest fully in the event of a Change in Control of Company (as defined in the Amended and Restated 1999 Stock Option and Restricted Stock
Grant Plan).
	 
	 	7.3.	 	Other material terms of the restricted stock grant and stock options shall be as set forth in Company’s Amended and Restated 1999 Stock Option and Restricted
Stock Grant Plan and related documentation to be made available to Employee upon commencement of employment with Company.






	8.	 	Personal Conduct. Employee agrees to comply with all applicable policies, requirements, directions, requests, and rules of Company, and further agrees to not at any time engage
in or commit any act that reasonably could be considered to reflect unfavorably on Company’s reputation, bring Company into public scandal, or subject Company to ridicule, as determined solely by Company, including but not limited to matters of moral turpitude, theft, fraud, or deceit. Company agrees to act and exercise its discretion in




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	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
	Employee Initials: 

	 	Vice President Initials: 







	 	 	good faith in determining whether Employee’s conduct may be in violation of this Section 8.






	9.	 	Payola. Employee warrants and represents that, during the Term of this Agreement, Employee will not accept or agree to pay any money, service or other valuable
consideration, as defined in Section 507 of the Communications Act of 1934, as amended, for the broadcast of any matter over Company’s Stations, without prior
disclosure to Company. Employee agrees to promptly notify Company of any occurrences whereby anyone offers any money, service or other valuable consideration
for the broadcast of any matter over Company’s Stations. Employee acknowledges and agrees that Company shall have the right to terminate this Agreement for cause upon
Employee’s violation of this Section 9.
	 
	10.	 	Plugola. Employee warrants and represents that, during the Term of this Agreement, Employee will not cause to be broadcast material that directly or indirectly promotes any
activity in which Employee has a financial interest, absent prior disclosure to, and approval by, Company. Should Company grant such approval, Employee shall disclose
the fact of Employee’s financial interest in the activity to the listening public. Employee acknowledges and agrees that Company shall have the right to terminate this Agreement
for cause upon Employee’s violation of this Section 10.
	 
	11.	 	Termination.






	 	(a)	 	Termination for Cause. Employee’s employment may be terminated at any
time upon notice for cause, as reasonably and in good faith may be determined by
Company. For purposes of this Agreement, “cause” shall mean any one or more of the
following:






	 	(i)	 	Employee’s breach of any material provision of this Agreement and
failure to cure such breach within five (5) days of Company’s notice to Employee
of such breach.
	 
	 	(ii)	 	Employee’s indictment or conviction on a felony charge or other
crime involving moral turpitude, or plea of guilty or nolo contendere to a felony
charge or other crime involving moral turpitude.
	 
	 	(iii)	 	Employee’s willful refusal to follow the reasonable instructions of
Employee’s superiors, including but not limited to Radio One’s Chief Executive
Officer and Board of Directors.
	 
	 	(iv)	 	Employee’s dereliction of and gross failure to perform the duties of
Employee’s position in a satisfactory manner.




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	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
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	 	Vice President Initials:








	 	(v)	 	Employee’s willful disregard of Company policies and procedures.
	 
	 	(vi)	 	Employee’s use, possession, or distribution of illegal drugs, a non-prescribed
controlled substance, or abuse of alcohol, or Employee’s being under the influence of any
of the foregoing, on Company premises or during the performance of Employee’s duties.
	 
	 	(vii)	 	Employee’s fraud, misappropriation of funds, embezzlement, theft or acts of
similar dishonesty.
	 
	 	(viii)	 	Employee’s intentional or willful misconduct that may subject Company to criminal or
civil liability.
	 
	 	(ix)	 	Breach of Employee’s duty of loyalty, including the diversion or usurpation of
corporate opportunities properly belonging to Company.
	 
	 	(x)	 	Employee’s falsification of Company documents or other misrepresentation related
to the business and affairs of Company.
	 
	 	(xi)	 	Any conduct of Employee that significantly adversely affects Company’s reputation
and goodwill in the community.






	 	(b)	 	Termination for Other Than Cause.






	 	(i)	 	Company shall have the right to terminate Employee’s employment at any time during
the Term of this Agreement for other than cause.
	 
	 	(ii)	 	In the event of Employee’s termination for other than cause, provided that Employee
executes a general liability release in a form reasonably satisfactory to Company,
Company shall pay to Employee severance in the amount of Three Hundred Thousand Dollars
($300,000), subject to applicable federal, state, and local deductions.






	 	(c)	 	Termination by Death or Disability.






	 	(i)	 	Employee’s employment shall terminate immediately upon Employee’s death.
	 
	 	(ii)	 	Subject to the Americans with Disabilities Act and any state or local counterpart,
Company shall have the right to terminate Employee’s employment immediately upon written
notice to Employee, if Employee, with or without a reasonable accommodation, shall be
incapable of substantially performing the essential functions, duties, responsibilities,
and obligations set forth in this Agreement because of physical, mental or emotional
incapacity






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	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
	Employee Initials: 

	 	Vice President Initials: 







	 	 	 	resulting from injury, sickness, or disease, for a period of sixty (60)
consecutive days.
	 
	 	(iii)	 	Employee’s heirs, beneficiaries, successors, or assigns shall not be
entitled to any of the compensation or benefits to which Employee is entitled under
this Agreement, except: (a) to the extent specifically provided in this Employment
Agreement; (b)to the extent required by law; or (c) to the extent that Company’s
benefit plans or policies under which Employee is covered provide a benefit to
Employee’s heirs, beneficiaries, successors, or assigns.






	 	(d)	 	Proration of Bonus upon Termination. Any bonus payable to Employee pursuant to Section 5 of this Agreement shall be prorated (i) in the case of termination pursuant
to Sections 11(b) or 11(c)(ii), through the last day of Employee’s employment with Company, and (ii) in the case of termination pursuant to Section 11(c)(i), through
the date of death.
	 
	 	(e)	 	Return of Company Property. In the event of any termination of this Agreement,
Employee shall immediately return to Company, without limitation, all papers, materials, reports, memoranda, notes, plans, records, reports, computer tapes,
software, and any other documents or items of whatever nature owned by Company or supplied to Employee by Company pursuant to this Agreement.






	12.	 	Confidential Information.






	 	12.1.	 	“Confidential Information” is information however delivered, disclosed or
discovered during the Term of this Agreement, that Employee has, or in the exercise of
ordinary prudence should have, reason to believe is confidential or that Company
designates as confidential, including but not limited to:






	 	(a)	 	Company Information: company proprietary information, technical data, trade secrets or know-how, including but not limited to: research,
processes, pricing strategies, communication strategies, sales strategies, sales literature, sales contracts, product plans, products, inventions,
methods, services, computer codes or instructions, software and software documentation, equipment, costs, customer lists, business studies, business
procedures, finances and other business information disclosed to Employee by Company, either directly or indirectly in writing, orally or
by drawings or observation of parts or equipment and such other documentation and information as is necessary in the conduct of the
business of Company; and
	 
	 	(b)	 	Third Party Information: confidential or proprietary information received by Company from third parties.




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	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
	Employee Initials: 

	 	Vice President Initials:








	 	12.2.	 	Company’s failure to mark any of the Confidential Information as confidential or proprietary will not affect its status as Confidential Information.
	 
	 	12.3.	 	Employee agrees that the terms, conditions and subject matter of this Agreement are considered Confidential Information.
	 
	 	12.4.	 	Confidential Information does not include information that has ceased to be confidential by reason of any of the following: (i) was in Employee’s possession
prior to the date of this Agreement, provided that such information is not known by Employee to be subject to another confidentiality agreement with, or other
obligation of secrecy to, Company, or another party; (ii) is generally available to the public and became generally available to the public other than as a result of a
disclosure in violation of this Agreement; (iii) became available to Employee on a non-confidential basis from a third party, provided that such third party is not
known by Employee to be bound by a confidentiality agreement with, or other obligation of secrecy to, Company, or another party or is otherwise prohibited
from providing such information to Employee by a contractual, legal or fiduciary obligation; or (iv) Employee is required to disclose pursuant to applicable law or
regulation (as to which information, Employee will provide Company with prior notice of such requirement and, if practicable, an opportunity to obtain an
appropriate protective order).
	 
	 	12.5.	 	Employee shall not, either during or after the termination of Employee’s employment with Company, communicate or disclose to any third party the
substance or content of any Confidential Information, or use such Confidential Information for any purpose other than the performance of Employee’s
obligations hereunder. Employee acknowledges and agrees that any Confidential Information obtained by Employee during the performance of Employee’s
employment concerning the business or affairs of Company, or any subsidiary, affiliate, or joint venture of Company, is the property of Company, or such
subsidiary, affiliate, or joint venture of Company, as the case may be.
	 
	 	12.6.	 	Employee agrees to return all Confidential Information, including all copies and versions of such Confidential Information (including but not limited to
information maintained on paper, disk, CD-ROM, network server, or any other retention device whatsoever) and other property of Company, to Company immediately upon Employee’s separation from Company (regardless of the reason for the separation).




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	 	12.7.	 	The terms of this Section 12 are in addition to, and not in lieu of, any
other contractual, statutory, or common law obligations that Employee may have
relating to the protection of Company’s Confidential Information or its property.
The terms of this Section 12 shall survive two (2) years following Employee’s
separation from Company.






	13.	 	Nonsolicitation.






	 	13.1.	 	Employee acknowledges that, by reason of Employee’s employment, Employee will have access to and may acquire considerable knowledge of proprietary or
confidential information concerning Company’s business, operations, sales goals, marketing plans, business strategies, clients, potential clients, and suppliers,
which information, if known by or disclosed to Company’s competitors or clients, would place Company at a competitive disadvantage and cause harm to Company.
	 
	 	13.2.	 	For a period of six (6) months immediately following the termination of Employee’s employment with Company (“Restrictive Period”):






	 	(a)	 	Employee shall not, directly or indirectly, solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any client, potential client, or account of Company that was a client, potential
client, or account of Company while Employee was employed by Company.
	 
	 	(b)	 	Employee shall not, directly or indirectly, induce or attempt to induce any employee of Company, or any of Company’s subsidiaries and affiliates, to
leave the employ of Company, or any of Company’s subsidiaries and affiliates.
	 
	 	(c)	 	Employee shall not, directly or indirectly, employ or attempt to employ any person who is an employee of Company, or any of Company’s
subsidiaries and affiliates.
	 
	 	(d)	 	Employee shall not, directly or indirectly, solicit, induce, or attempt to induce any customer, supplier, or third party having a business
relationship with Company, or any of Company’s subsidiaries and affiliates, to cease doing business with, or materially alter its relationship
with, Company, or any of Company’s subsidiaries and affiliates.






	 	13.3.	 	Employee acknowledges and agrees that every effort has been made to limit the
Restrictive Period and the restrictions placed upon Employee to those that are
reasonable and necessary to protect Company’s legitimate interests.




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	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
	Employee Initials: 

	 	Vice President Initials:








	 	13.4.	 	If any restriction set forth in this Section 13 is found by any court of
competent jurisdiction to be unenforceable, it is hereby agreed that this Section 13
shall be interpreted to extend only over the maximum period of time, range of
activities or geographic area as to which it may be enforceable.






	14.	 	Equitable Relief.






	 	14.1.	 	Employee acknowledges and agrees that Employee’s breach of Section 12 or Section 13 of this Agreement will cause Company substantial and irrevocable harm, and therefore, in the event of any such breach, in addition to such other
remedies that may be available to Company, Company shall be entitled to equitable relief, including specific performance and injunctive relief.
	 
	 	14.2.	 	In the event that legal action is deemed necessary to enforce this Agreement, the prevailing party shall be entitled to an award of costs and reasonable attorneys’
fees, plus interest.






	15.	 	Ownership of Intellectual Property. All Intellectual Property (defined below) is, shall be and shall remain the exclusive property of Company and/or Company’s subsidiaries and
affiliates, as the case may be. Employee hereby assigns to Company and/or Company’s subsidiaries and affiliates, as the case may be, all right, title and interest, if any, in
and to the Intellectual Property; provided, however, that, when applicable, Company and/or Company’s subsidiaries and affiliates, as the case may be, shall own the copyrights in all
copyrightable works included in the Intellectual Property pursuant to the “work-made-for-hire” doctrine (rather than by assignment), as such term is defined in the Copyright
Act of 1976. All Intellectual Property shall be owned by Company and/or Company’s subsidiaries and affiliates, as the case may be, irrespective of any copyright notices or
confidentiality legends to the contrary that may be placed on such works by Employee or by others. Employee shall ensure that all copyright notices and confidentiality legends on
all work product authored by Employee or anyone acting on Employee’s behalf shall conform to the practices of Company and/or Company’s subsidiaries and affiliates, as the
case may be, and shall specify Company and/or Company’s subsidiaries and affiliates, as the case may be, as the owner of the work. The term “Intellectual Property” shall mean
all trade secrets, ideas, inventions, designs, developments, devices, methods and processes (whether or not patented or patentable, reduced to practice) and all patents and
patent applications related thereto, all copyrights, copyrightable works and mask works and all registrations and applications for registration related thereto, all confidential
information, and all other proprietary rights contributed to, or conceived or created by, Employee or anyone acting on Employee’s behalf (whether alone or jointly with others)
at any time during the term of this Agreement that (i) relate to the business or to the actual or anticipated research or development for Company and/or Company’s
subsidiaries and affiliates, as the case may be; (ii) result from any Services that Employee




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	  	 	or anyone acting on Employee’s behalf performs for Company and/or Company’s subsidiaries
and affiliates, as the case may be; or (iii) are created using the equipment, supplies or
facilities of Company and/or Company’s subsidiaries and affiliates, as the case may be.






	16.	 	Legal Right and Conflict of Interest






	 	16.1.	 	Employee covenants and warrants that Employee has the
unlimited legal right to enter into this Agreement and to perform in accordance with its terms without
violating the rights of others or any applicable law, and that Employee has not and
shall not become a party to any other agreement of any kind and shall not perform
any work or service on behalf of any individual, business, corporation, or
organization that would create a conflict of interest in the performance of
Employee’s obligations under this Agreement.
	 
	 	16.2.	 	Employee agrees to conduct Employee’s personal affairs in a manner that does not conflict with Company’s interests. During the Term of this Agreement, Employee agrees not to enter into any transaction, acquire any interest, or take
any action that is contrary to Company’s interests or incompatible with Employee’s duty of loyalty to Company and Employee’s obligations under this Agreement.
	 
	 	16.3.	 	Employee acknowledges and agrees that Employee will not, directly or indirectly (whether as a director, officer, partner, employee, agent, or stockholder of another company), compete with Company, or furnish any service to Company or its customers, as an independent contractor, while employed by Company.
Employee further agrees that Employee will not use Company’s name to further Employee’s personal interests.






	17.	 	Force Majeure. Company shall have no liability under this Agreement if performance by Company of its obligations hereunder shall be prevented, interfered with, interrupted or
omitted because of any act of God, act of terrorism, failure of facilities, labor dispute, or government or court action, or any other cause beyond the control of Company.
	 
	18.	 	Arbitration. Each controversy, dispute or claim between the parties arising out of or relating to this Agreement or Employee’s employment with Company (except for claims
for injunctive or equitable relief), which controversy, dispute or claim is not settled in writing within thirty (30) days after the “Claim Date” (defined as the date on which a
party subject to the Agreement gives written notice to the other that a controversy, dispute or claim exists), shall be settled by binding arbitration in the State of Delaware
in accordance with the provisions of the American Arbitration Association’s National Rules for Resolution of Employment Disputes, which shall constitute the exclusive remedy for
the settlement of any controversy, dispute or claim. Any decision rendered by the




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	 	 	arbitrator and such arbitration shall be final, binding, and conclusive, and judgment shall
be entered in any court in the State of Delaware having jurisdiction. Each party shall bear
its own costs in connection with the arbitration, including attorneys’ fees.
	 
	 	 	Arbitration agreement acknowledged and agreed:
	 
	 	 	Employee Initials:    






	19.	 	Notices. All notices and other communications required or permitted to be given by
this Agreement shall be in writing and shall be deemed received if and when either hand
delivered and a signed receipt is given thereof, or delivered by registered or certified
United States mail, return receipt requested, postage prepaid and addressed as follows, or at
such other address as any party hereto shall notify the other of in writing:





	 	 	 
	If to Company:

	 	Radio One, Inc. 

c/o Radio One, Inc. 

5900 Princess Garden Parkway, 7th Floor 

Lanham, Maryland 20706 

Attention: Linda J. Vilardo 
	 
	 	 
	Copy to Company Attorney:

	 	Radio One, Inc. 

c/o Radio One, Inc. 

5900 Princess Garden Parkway, 7th Floor 

Lanham, Maryland 20706 

Attention: General Counsel 
	 
	 	 
	If to Employee:

	 	Barry A. Mayo 

(At last known address on file with Company) 
	 
	 	 
	Copy to Employee’s Attorney:

	 	Brad Ginsberg, Esq. 

3000 Dundee Road, Suite 212 

Northbrook, Illinois 60062







	20.	 	Miscellaneous Provisions. Miscellaneous Provisions.






	 	(a)	 	No Assignment or Delegation. Employee acknowledges that the services
to be rendered by Employee pursuant to this Agreement are unique and personal, and agrees that Employee shall not assign any of Employee’s rights nor delegate any
of Employee’s duties under this Agreement.
	 
	 	(b)	 	No Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any right, condition, or covenant of this Agreement.




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	 	(c)	 	Severability and Enforceabilitv. In the event that any provision of this
Agreement shall be held invalid by a court of competent jurisdiction, such provision shall be
deleted from the Agreement, which shall then be construed to give effect to the
remaining provisions thereof. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision. Similarly, if the scope of any restriction or covenant contained herein
should be or become too broad or extensive to permit enforcement thereof to its
full extent, then the parties hereto agree that a court of competent jurisdiction
should enforce any such restriction or covenant to the maximum extent permitted
by law.
	 
	 	(d)	 	Governing Law. This Agreement and the relationship among the parties shall be
construed under and governed by the laws of the State of Maryland, without
regard to the conflict of laws rules thereof, and the parties hereby submit to the
jurisdiction of the state and federal courts of the State of Maryland for the purpose
of resolving any disputes arising under or relating to this Agreement.
	 
	 	(e)	 	Headings. The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation of this
Agreement.
	 
	 	(f)	 	Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one instrument.
	 
	 	(g)	 	Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes any and all previous written or oral agreements, representations,
warranties, statements, correspondence, and understandings between the parties.
This Agreement cannot be amended or modified except by a written agreement
signed by all parties hereto.




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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the day and
year first above written.




	 	 	 	 	 	 	 
	RADIOONE, INC.	 	BARRY A. MAYO
	 
	 	 	 	 	 	 
	By:

	 	
	 	Signature:
	 	
	 

	 	 
	 	 	 	 
	 

	 	Linda J. Vilardo	 	 	 	Barry A. Mayo 
	 
	 	 	 	 	 	 
	Title:

	 	Vice President
	 	Address:
	 	155 Washington Street
	 

	 	  
	 	 	 	Apartment 2205
Jersey City, New
Jersey 07302






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	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
	Employee Initials: 

	 	Vice President Initials:







SCHEDULE I




	 	 	 
	Title:

	 	President of the Radio Division
	 
	 	 
	Mandate:

	 	To manage, facilitate and implement the ongoing relevant Strategic and Operational plans as required by the overall function’s responsibilities while
ensuring the execution of same at the highest level of professionalism and competence within the negotiated authority and performance parameters of the job.






Responsibilities





	■  	 	Management
	 
	■  	 	Strategic and Operational Planning
	 
	■  	 	Operations
	 
	■  	 	Financial Management
	 
	■  	 	Internal Liaison and Co-ordination
	 
	■  	 	Professional Development





Objectives (by Responsibility)




Management




	1.	 	To ensure that all reporting staff has the necessary skills to perform their assigned Job Responsibilities at the highest level of professionalism (consistently appropriate) and competence (effective and efficient) by growing, supporting and coaching them on an
ongoing basis.
	 
	2.	 	To maintain High Performance and effectively deal with Identified Non-Performance in a timely manner (within 48 hours).
	 
	3.	 	To ensure and support all direct reporting staff in doing their own Performance Appraisals every 90 to 180 days and as this ties into the evolving overall formal company Performance Appraisal system.




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	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
	Employee Initials: 

	 	Vice President Initials: 






Strategic and Operational Planning





	1.	 	To oversee the development, implementation and monitoring of comprehensive Strategic and
Operational plans to ensure that the company’s overall strategic direction is maintained at all
times and that the operational outcomes are ultimately met. These plans need to support the
overall Strategic Thinking Timeframe and framework which is in place, and in constant
review.
	 
	2.	 	To, when relevant, provide strategic and operational support to the relevant departmental
planning processes on an ongoing basis.





Operations





	1.	 	To ensure that the overall Operation of the company is managed professionally (consistently
appropriate) and competently (effective and efficient) at all times. This includes:






	 	 	 	□ An effective Organizational structure for the Radio division.

	 
	 	 	 	□ The company appropriately resourced (people and facilities).

	 
	 	 	 	□ A comprehensively designed, implemented and monitored Financial Management system.
	 
	 	 	 	□ An instituted proactive overall Administrative and Human Resource Development and Support system.
	 
	 	 	 	□ Attendance at relevant client, company, industry, community and public events (primarily PR function).
	 
	 	 	 	□ Ongoing liaison with the CEO and, where and when relevant, the Board of Directors and Shareholders.





Financial Management





	1.	 	To ensure that all the appropriate Financial Control and Reporting systems are in place and fully understood and appropriately administered by all direct reports on an ongoing basis and within the parameters established and vetted by the CFO.
	 
	2.	 	To ensure that all relevant Budgets are prepared, approved, implemented and appropriately managed and met by all relevant parties and at all times.




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	Employee: Barry A. Mayo

	 	Vice President: Linda J. Vilardo
	Employee Initials: 

	 	Vice President Initials: 






Internal Liaison and Co-ordination





	1.	 	To ensure that all relevant communications (written, verbal and face-to-face) to both Radio One Group affiliate companies/partners and internal departments and divisions is maintained at the highest level of efficiency and effectiveness as it applies to quality, quantity and frequency at all times.
	 
	2.	 	To ensure that all relevant events and issues are co-ordinated, when necessary, to both Radio One Group affiliate companies/partners and internal departments and divisions.





Professional Development





	1.	 	To investigate, source/attend any relevant personal and professional development events as they apply to the ongoing maintenance and strategic development of the function.
	 
	2.	 	To stay current with all relevant strategic industry and competitive information as it applies to the overall job responsibility.
	 
	3.	 	To support all relevant internal Professional Development opportunities and attend when and where relevant.






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