Filed by Bowne Pure Compliance





Exhibit 10.1




Execution Copy




EMPLOYMENT AGREEMENT




This Agreement (“Agreement”) is entered into by and between Gary Schonfeld
(“Employee”) and Westwood One, Inc. (the “Company”).



1. Employment. The Company hereby employs Employee, and Employee accepts such employment, and
agrees to devote Employee’s full time and efforts to the interests of the Company upon the terms
and conditions hereinafter set forth.



2. Term of Employment. Subject to the provisions for termination hereinafter provided,
Employee’s term of employment by the Company shall commence on October 20, 2008 (the “Effective
Date”), and shall continue in effect until the first anniversary thereof (the “Term”).
If either party desires not to extend this Agreement, it shall deliver written notice to the other
party on or prior to the 45th day immediately preceding the expiration of the Term of
its intention to terminate this Agreement effective on the last day of the Term. Unless otherwise
terminated pursuant hereto, if Employee continues to be employed by the Company after the Term,
then Employee’s employment shall be deemed to continue until such time as either party shall
deliver written notice to the other party and this Agreement shall terminate forty five (45) days
after the giving of such notice. The period from the Effective Date through the last day of
Employee’s employment with the Company is referred to as the “Employment Period.”




3. Services to be Rendered by Employee.



(a) During the Employment Period, Employee shall serve as President, Network Division, and
shall be based out of the Company’s New York office. Employee shall perform such duties as from
time to time may be delegated to Employee and will continue to perform duties as requested by the
Board of Directors of the Company (the “Board”), the Chief Executive Officer, the President of the
Company or any designee that is a member of the Board, any committee of the Board or any executive
officer of the Company. Employee shall devote all of Employee’s professional time, energy and
ability to the proper and efficient conduct of the Company’s business. Employee shall observe and
comply with all reasonable lawful directions and instructions by and on the part of the Board, the
Chief Executive Officer, the President of the Company or any designee that is a member of the
Board, any committee of the Board or any executive officer of the Company, and endeavor to promote
the interests of the Company and not at any time do anything which may cause or tend to be likely
to cause any loss or damage to the Company in business, reputation or otherwise.



(b) The Company may from time to time call on Employee to perform services related to the
business of developing and broadcasting network and syndicated radio programming and traffic, news,
sports and weather reports, which may include (in the Company’s sole discretion) contributing to
the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as
such terms are defined in Section 11 hereof), or dealing with their accounts or other activities
related to the Company’s business, as reasonably requested from time to time by the Chief Executive
Officer, the Board or their designee.


 


 









 





(c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and
its shareholders including, without limitation, the duties of care, confidentiality and loyalty.



(d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY’S SEXUAL HARASSMENT
POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY
SUCH POLICIES.




4. Compensation.



(a) Base Salary. For the services to be rendered by Employee during the Employment Period,
the Company shall pay Employee, and Employee agrees to accept a monthly base salary (the “Base
Salary”) of $41,666.66 for the Employment Period, payable in accordance with the Company’s
normal payroll practices.



(b) Discretionary Bonus. Employee shall be eligible for an annual discretionary bonus valued
at up to $500,000 (prorated for any partial calendar years) in the sole and absolute discretion of
the Compensation Committee of the Board (the “Compensation Committee”) or its designee.
The Company may use Employee’s and the Company’s achievement of financial goals as general
guidelines to determine Employee’s eligibility for a discretionary bonus. Any cash component of
any bonus will be no less than 75% of the bonus and will be payable in accordance with the
Company’s normal payroll practices in the year following the year for which it is earned, but no
later than April 30 of the calendar year subsequent to which such bonus is earned. Employee shall
not be eligible for any bonus for a calendar year, pro-rated or otherwise, if Employee is not an
Employee of the Company: (i) at the end of the applicable calendar year; (ii) on the date such
bonus is paid; except, that, in the event Employee is terminated without Cause or
Employee terminates employment for Good Reason after the end of the applicable calendar year but
before the time such bonus is paid, Employee shall remain eligible for such bonus or (iii) if
Employee has materially breached this Agreement, which breach remains uncured in accordance with
Section 6(a) hereof. If the Agreement is terminated due to the expiration of the Term in
accordance with Section 2 hereof (i.e., on October 20, 2009), the Employee shall be
eligible for a discretionary bonus for the portion of the Term during which Employee has been
employed by the Company but for which Employee has not been paid, which, subject to the Company’s
customary policies and guidelines with respect to such bonus, shall be paid to Employee in a lump
sum at the time such discretionary bonuses are paid to executives of the Company; provided,
that, Employee has not materially breached this Agreement, which breach remains uncured in
accordance with Section 6(a) hereof.



(c) Equity Compensation. The Compensation Committee has granted Employee an award, to be
effective on October 20, 2008, of equity compensation in the form of stock options to purchase
550,000 shares of Company common stock conditioned upon Employee’s commencement of employment with
the Company on the Effective Date. Such stock options shall vest in three equal installments on
each anniversary of the Effective Date, subject to the terms and conditions of the Company’s
applicable equity compensation plan pursuant to which such stock option grant is made. The
exercise price of such stock options will be the closing price of the Company’s common stock on the
Effective Date. In the event that the
stock option grant provided hereunder is made pursuant to the Company’s 1999 Stock Incentive
Plan, as amended (the “SIP”), Section 8.3 of the SIP shall not apply.


 


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(d) Benefits. During the Employment Period, Employee shall accrue vacation on a monthly basis
and at a rate of four (4) weeks per year (pro-rated for partial years). Except as expressly set
forth herein, any vacation time shall be subject to prevailing practice and/or policies of the
Company in regard to vacations for its employees. Employee shall be entitled to participate in all
benefits plans that may be established by the Company for employees, subject to the terms and
conditions of such plans.



(e) Total Compensation. Employee agrees and acknowledges by his signature hereto that the
compensation set forth in this Agreement constitutes all of the compensation payable to Employee
for his services hereunder and that no other compensation shall be due to Employee hereunder.



5. Expenses. Subject to compliance by Employee with such policies regarding expenses and
expense reimbursement as may be adopted from time to time by the Company, the Company shall
reimburse Employee, or cause Employee to be reimbursed, in cash for all reasonable expenses in
accordance with the Company’s reimbursement policy as in effect from time to time.




6. Termination of Employment.



(a) During the Employment Period, the Company shall have the right to terminate the employment
of Employee hereunder immediately by giving notice thereof to Employee if any of the following has
occurred, which notice shall state with particularity the circumstances or events constituting
Cause (each, a “Cause Event”); provided, that, in the case of clauses (i)
through (iii) of this Section 6(a), Employee shall be given a reasonable opportunity to cure, but
in no event more than ten (10) business days, to the extent such act or failure to act is curable:




(i) if Employee has (A) failed, refused or habitually has neglected to carry out or
to perform the reasonable duties required of Employee hereunder or otherwise
materially breached any provision of this Agreement (other than Sections 7, 8 or 10
hereof, which are governed by Section 6(a)(iii) hereof), (B) willfully breached any
statutory or common law duty; (C) breached Section 3(c) or 3(d) of this Agreement;
or (D) violated any of the Company’s internal policies or procedures.




(ii) if Employee is convicted of, or enters into a plea of nolo
contendere or guilty to, a felony or a crime involving moral turpitude or if
Employee has willfully engaged in conduct which would injure the reputation of the
Company in any material respect or otherwise adversely affect its interests in any
material respect if Employee were retained as an employee of the Company;




(iii) if Employee breaches any of the provisions of Sections 7, 8 or 10 hereof or
breaches any of the terms or obligations of any other non-competition and/or
confidentiality agreements entered into between Employee and the Company, or the
Company’s Related Entities, if any;


 


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(iv) if Employee commits an act of fraud, misrepresentation or dishonesty, or steals
or embezzles assets of the Company; or




(v) if Employee engages in a conflict of interest or self-dealing.



(b) Employee’s employment with the Company shall automatically terminate (without notice to
Employee’s estate) upon the death of Employee. Employee’s employment with the Company may be
terminated upon ten (10) day’s prior written notice by the Company to Employee upon Employee’s
Disability. For purposes of this Agreement, the term “Disability” means Employee’s inability, by
reason of physical disability or other incapacity (as may be defined in applicable disability
insurance policies), to carry out or to perform the duties required of Employee hereunder for a
continuous period of 90 days or for a non-continuous period of 120 days in the aggregate in any
365-day period; provided, however, that Employee’s compensation during any period
in which Employee is unable to perform the duties required of Employee hereunder shall be reduced
in accordance with the Company’s policies and by any disability payments (excluding any
reimbursements for medical expenses and the like) which Employee is entitled to receive under group
or other disability insurance policies of the Company during such period.



(c) In the event of any termination of Employee’s employment by the Company, Employee (or
Employee’s estate, as the case may be) shall be entitled to receive: (i) the Base Salary herein
provided prorated to the date of termination paid in accordance with the Company’s normal payroll
practices, (ii) subject to the terms of Section 5 and 17 hereof, reimbursement for any business
expenses properly incurred and paid by Employee prior to and including the date of termination,
(iii) Employee’s then current entitlement, if any, under the Company’s employee benefit plans and
programs, including payment for any accrued and unused vacation paid or provided in accordance with
the terms and conditions of the applicable plan or program and (iv) no other compensation. The
parties agree that the payments set forth in this Section 6(c) constitute all of Company’s
obligations, monetary or otherwise, to Employee under the terms of this Agreement in the event of
Employee’s termination pursuant to Section 6(a) or 6(b). Additionally, if Employee is terminated
pursuant to Section 6(a), all of Employee’s equity compensation (including, without limitation, any
granted pursuant to this Agreement or otherwise), vested and unvested, shall terminate and expire,
except in the case of vested stock options which Employee has exercised prior to the date of
termination (for the avoidance of doubt, all vested equity compensation (except for stock options
which have been exercised) shall be forfeited in the event of a termination pursuant to Section
6(a)). Notwithstanding the foregoing, in the case of a termination pursuant to Sections 6(d) or
6(e), additional payments shall be due as expressly set forth below.


 


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(d) The Company may terminate Employee’s employment hereunder during the Term effective at any
time upon written notice to Employee. In the event that during the Term the Company terminates
Employee’s employment other than pursuant to Section 6(a) or 6(b) or Employee elects to terminate
his employment for Good Reason as expressly described in Section 6(e) below (subject in all cases
to Employee’s executing and providing to the Company within 60 days following the date of
termination a fully effective waiver and general release substantially in the form attached as
Exhibit A hereto, which may be modified for changes in law and for consistency with the
Company’s standard form required for other senior officers of the Company from time to time, which
the Company shall provide to the Employee
within seven (7) days following the effective date of termination), (x) the Company shall pay
Employee the remaining Base Salary due to Employee through the end of the Term (the
“Termination Amount”), to be paid in equal payments over the remainder of the Term on a
schedule that mirrors the Company’s then effective payroll practices; provided,
however, that the six-month delay set forth in Section 17(b) shall apply to the Termination
Amount to the extent it exceeds the Separation Pay Limit (as defined in Section 17(b)) and that to
the extent the Termination Amount does not exceed the Separation Pay Limit, the first payment of
the Termination Amount shall be made on the first Company payroll date on or after the
60th day after the date of termination, which first payment shall include payment of any
amounts that would otherwise be due prior thereto and (y) if Employee is terminated upon or within
twenty-four (24) months following a Change in Control (as defined below) of the Company, all
outstanding equity awards held by Employee shall become fully vested and immediately exercisable
and shall remain exercisable in accordance with the terms and conditions of the applicable equity
plan and award agreements under which they were granted. For the avoidance of doubt, it is
understood and agreed that notwithstanding anything contained herein to the contrary, Employee
shall have no duty to mitigate in the event that Company exercises its rights pursuant to this
Section 6(d). To the extent the Company requests assistance or information from Employee pursuant
to the waiver and general release described in this section of the Agreement, the Company will
reimburse Employee for all reasonable expenses relating to reasonable travel, postage, courier,
telephone, fax and similar direct expenses within 60 days of Employee submitting to the Company any
reasonable documentation, including receipts, which the Company may reasonably request. For
purposes of clarity, to the extent the Company requests assistance or information from Employee
pursuant to the waiver and general release described in this section of the Agreement, the Company
shall not reimburse or pay Employee for Employee’s time or lost wages or legal counsel fees related
to Employee’s fulfillment of Employee’s obligations under this section of the Agreement.



(e) Provided the Company has not notified Employee that he is being terminated pursuant to
Sections 6(a) and 6(b) hereof, Employee may terminate his employment hereunder effective at any
time upon written notice to the Company for Good Reason, provided such notice is given to
the Company within thirty (30) days after the triggering event and such event is not cured by the
Company within 30 days after its receipt of such notice. For purposes hereof, “Good Reason” shall
mean the occurrence of one of the following: (i) a material diminution in Employee’s authority or
responsibilities; or (ii) a material diminution in Employee’s Base Salary.




7. No Conflict of Interest; Proper Conduct.



(a) (a) (x) During the Term and in any event, not less than ninety (90) days after the
Employment Period if Employee is terminated pursuant to Sections 6(a) or 6(b)(other than in the
case of Employee’s death) or (y) during the Employment Period and for an additional period equal to
the time period during which Employee is paid severance by the Company after the Employment Period
if Employee is terminated pursuant to Sections 6(d) or 6(e) (notwithstanding the foregoing, such
period described in this Section 7(a)(y) shall not be less than ninety (90) days nor greater than
one (1) year), Employee will not, directly or indirectly, either individually or as a stockholder
(except as a stockholder of less than one percent (1%) of the issued and outstanding stock of a
publicly-held corporation whose gross assets exceed $100,000,000), investor, officer, director,
member, employee, agent, trustee, associate or consultant of any Person:



(i) compete with the Company in any business in competition with that then carried
on by the Company and/or its Related Entities;




(ii) engage in or carry on any Restricted Activities;




 


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(iii) employ or offer to employ or solicit employment of any employee or consultant
of the Company or its Related Entities; provided, however, that the
restrictions in this section 7(a)(iii) shall not apply to general solicitations that
are not specifically directed to employees of the Company or its Related Entities;
or




(iv) solicit (or assist or encourage to solicit), divert or attempt to divert any
business, patronage or customer (including known prospects) of the Company or its
Related Entities to Employee or a competitor or rival of the Company or its Related
Entities.



(b) Employee further agrees that he shall not, without the Company’s prior written consent,
engage in any activity during the Employment Period that would conflict with, interfere with,
impede or hamper the performance of Employee’s duties for the Company or would otherwise be
prejudicial to the Company’s business interests. Employee shall not commit any act or become
involved in any situation or occurrence that, in the Company’s reasonable judgment, could tend to
bring Employee or the Company into public disrepute, contempt, scandal or ridicule, could provoke,
insult or offend the community or any group or class thereof, or could reflect unfavorably upon the
Company or any of its Sponsors or Affiliates. Employee shall comply with all applicable laws and
regulations governing the Company and its business, including without limitation, regulations
promulgated by the Federal Communications Commission or any other regulatory agency. The parties
hereto agree that the remedy at law for any breach of Employee’s obligations under this Section 7
or Section 8 (Confidential Information and the Results of Services) of this Agreement would be
inadequate and that any enforcing party shall be entitled to injunctive or other equitable relief
(without bond or undertaking) in any proceeding which may be brought to enforce any provisions of
this Section 7 or Section 8. Resort to such equitable relief, however, shall not constitute a
waiver of any other rights or remedies which the Company may have.



8. Confidential Information and the Results of Services. Employee acknowledges that the
Company has established a valuable and extensive trade in the services it provides, which has been
developed at considerable expense to the Company, and expects to divulge to Employee certain
Confidential Information and trade secrets relating to the Company’s business, provide information
relating to the Company’s customer base and otherwise provide Employee with the ability to injure
the Company’s goodwill unless certain reasonable restrictions are imposed upon Employee which are
contained in this Section 8. Employee agrees that, by virtue of the special knowledge that
Employee has received and will receive from the Company, and the relationship of trust and
confidence between Employee and the Company, Employee has or will have certain information and
knowledge of the operations of the Company that are confidential and proprietary in nature,
including, without limitation, information about Affiliates and Sponsors. Employee agrees that
during the Employment Period and thereafter, Employee will not make use of or disclose, without the
prior consent of the Company, Confidential Information relating to the Company or any of its
Related Entities (including, without limitation, its Sponsor lists, its Affiliate/station lists,
its technical systems, its
contracts, its methods of operation, its business plans and opportunities, its strategic plans
and its trade secrets), and further, that Employee will return to the Company at the end of the
Employment Period all written materials in Employee’s possession embodying such Confidential
Information.


 


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9. Work for Hire. Employee agrees that any ideas, concepts, discoveries, techniques, patents,
copyrights, trademarks or computer programs relating to the business or operations of the Company
and its Related Entities which are developed or discovered by Employee, solely or jointly with
others, during the Employment Period, shall be deemed to have been made within the scope of
Employee’s employment and therefore constitute works for hire and shall automatically upon their
creation become the exclusive property of the Company. Employee agrees to promptly notify and
fully disclose the existence of such works to the Company. To the extent such items are not works
for hire under applicable law, Employee assigns them and any and all intangible proprietary rights
relating thereto to the Company in their entirety and agrees to execute any and all documents
necessary or desired by the Company to reflect the Company’s ownership thereof.



10. Communications Act of 1934. Employee represents and warrants that neither Employee nor,
to the best of Employee’s knowledge, information and belief, any other individual, has accepted or
agreed to accept, or has paid or provided or agreed to pay or provide, any money, service or any
other valuable consideration, as defined in Section 507 of the Communications Act of 1934, as
amended, for the broadcast of any matter contained in programs. Employee further represents and
warrants that during the Employment Period Employee shall comply with all legal requirements set
forth herein.



11. Certain Definitions. As used in this Agreement, the following capitalized terms have the
meanings indicated:



Affiliates. Any Person with whom the Company has or had a contract or other arrangement to
provide network and/or syndicated radio programming.


 


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Change in Control. Such meaning set forth in the Company’s 2005 Equity Compensation Plan, as
may be amended from time to time (the “Equity Plan”), provided, however,
that for purposes of this Agreement and the benefits to which Employee would be entitled under
Section 12 of the Equity Plan, clause (i) of said definition shall be modified to read as follows:
“(i) the acquisition by any Person (as hereinafter defined) of 50% or more of the outstanding
Shares (the “Outstanding Company Stock”) (other than an acquisition by the Company or any employee
benefit plan (or related trust) sponsored or maintained by the Company or any Person that controls,
is controlled by or is under common control within the Company or other than a Non-Qualifying
Business Combination (as defined below));”



Confidential Information. Information obtained by Employee during the Employment Period which
concerns the affairs of the Company or its Related Entities and which the Company has requested be
held in confidence or could reasonably be expected to desire to be held in confidence, or the
disclosure of which would likely be embarrassing, detrimental or disadvantageous to the Company or
its Related Entities and including the terms of this Agreement. Confidential Information shall
include the information described in Section 8 as well as works for hire as described in Section 9
hereof, however, it shall not include information which Employee can demonstrate to be: (i)
information that is at the time of receipt by Employee in the public domain is known to Employee or
is otherwise generally known in the industry or subsequently enters the public domain or becomes
generally known in the industry through no fault of Employee or (ii) information that at any time
is received in good faith by Employee from a third party which to Employee’s knowledge was lawfully
in possession of the same and had the right to disclose the same. Notwithstanding any provision to
the contrary contained herein, the terms of this Agreement may be disclosed to Employee’s legal,
financial and tax advisors and any members of Employee’s immediate family, which for purposes
hereof shall include Employee’s spouse, parents, children, siblings, grandparents, grandchildren,
mother-in-law and father-in-law.



Person. Any individual, corporation, partnership, joint venture, limited liability
partnership or limited liability company, trust, unincorporated organization, association or other
entity.



Related Entity or Related Entities. Any Person that directly or indirectly controls, is
controlled by, or is under common control with the Company (or its successor or assign), including
but not limited to Westwood One Radio Networks, Inc., Westwood One Radio, Inc., Metro Networks
Communications, Inc. and Metro Network Communications, Limited Partnership. As used in this
definition, the term “control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.



Restricted Activities. Any of the following: (i) providing services to a traffic, news,
sports, weather or other information report gathering or broadcast service or to a radio network or
syndicator, or any direct competitor of the Company or its Related Entities; (ii) soliciting
Sponsors and dealing with accounts with respect to the immediately preceding clause (i); (iii)
soliciting Affiliates to enter into any contract or arrangement with any Person to provide the
information set forth in clause (i); or (iv) forming or providing operational assistance to any
business or a division of any business engaged in the foregoing activities.


 


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Sponsor(s). Any and all client advertisers of the Company (including its subsidiaries and
Affiliates) including without limitation advertisers whose commercial material is to be, is or was
incorporated in any one or more of the Company’s programs or announcements, live or recorded,
broadcast over the facilities of the Company, by the Company, or pursuant to an arrangement with an
affiliated station, broadcaster or transmitter of the Company’s programming.



12. Choice of Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.



13. Arbitration. The parties hereby agree that any and all claims or controversies relating
to Employee’s employment with the Company, or termination thereof, including but not limited to
claims for breach of contract, tort, unlawful discrimination or harassment (including any claims
arising under Title VII, the Americans with Disabilities Act, and the Age Discrimination in
Employment Act), and any violation of any local, state or federal law (“Arbitrable
Claims”), except for any equitable relief sought by a party, shall be resolved by arbitration
before a single arbitrator in accordance with the then applicable JAMS Employment Arbitration Rules
And Procedures. However, claims under applicable workers’ compensation laws or the National Labor
Relations Act shall not be subject to arbitration. Arbitration under this Agreement shall be the
exclusive remedy for all Arbitrable Claims and shall be final and binding on all parties. Unless
the parties mutually agree otherwise, the arbitrator shall be selected from a panel provided by
JAMS and the arbitration shall be held in New York County, New York, and the arbitrator shall be
directed to issue a reasoned opinion within 30 days of the close of the hearing. Any court having
jurisdiction thereof may enter judgment on the award rendered by the arbitrator(s). THE PARTIES
HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY OF ANY MATTERS SUBJECT TO ARBITRATION
UNDER THIS AGREEMENT. The prevailing party in any arbitration brought under the terms hereof,
shall be entitled to request reimbursement of reasonable attorney’s fees and expenses.



14. Assignment. Subject to the provisions of 6(d)(y) and 11 hereof, the Company’s 2005 Equity
Compensation Plan and any other applicable plans or agreements concerning a Change in Control, the
rights of the Company hereunder may, without the consent of Employee, be assigned by the Company to
any Related Entity or successor of the Company or any entity which acquires all or substantially
all of the Company’s assets. Except as provided in the preceding sentence, the Company may not
assign all or any of its rights, duties or obligations hereunder without the prior written consent
of Employee. This Agreement is not assignable by Employee.



15. Merger or Reorganization. Subject to the provisions of 6(d)(y) and 11 hereof, the
Company’s 2005 Equity Compensation Plan and any other applicable plans or agreements concerning a
Change in Control, in the event of any merger, consolidation, dissolution or reorganization of the
Company (including but not limited to any reorganization where the Company is not the surviving or
resulting entity), or any transfer of all or substantially all of the assets of the Company, the
provisions of this Agreement shall inure to the benefit of
and shall be binding upon the surviving or resulting partnership or the corporation (or other
entity) or person(s) to which such assets shall be transferred.


 


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16. Remedies. Except as it may elect otherwise, the Parties shall have all rights, powers or
remedies provided by law or equity for breach of this Agreement available to it, it being
understood and agreed that (i) no one of them shall be considered as exclusive of the others or as
exclusive of any other rights, powers and remedies allowed by law and (ii) with respect to
Employee, Employee’s rights under this section 16 are limited to breaches involving failures by the
Company to make payments under the terms of this Agreement. The exercise or partial exercise of
any right, power or remedy shall neither constitute the election thereof nor the waiver of any
other right, power or remedy. Without limiting the generality of the foregoing, Employee agrees
that, in addition to all other rights and remedies available at law or in equity, the Company shall
be entitled to enforcement of this Agreement in accordance with the principles of equity (without
bond or undertaking), the remedy at law being hereby agreed and acknowledged by Employee to be
inadequate.




17. Section 409A of the Code.



(a) Although the Company does not guarantee the tax treatment of any particular payment or
benefit, it is intended that the provisions of this Agreement provide for payments or benefits that
either comply with, or are exempt from, Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and the regulations and guidance promulgated thereunder
(collectively, “Code Section 409A”), and all provisions of this Agreement shall be
construed in a manner consistent with the requirements for avoiding taxes or penalties under Code
Section 409A.



(b) A termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits upon or following
a termination of employment unless such termination is also a “separation from service” within the
meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references
to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
If Employee is deemed on the date of termination of his employment to be a “specified employee”
within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification
methodology selected by the Company from time to time, or if none, the default methodology, then
with regard to any payment or the providing of any benefit made subject to this Section 17(b), to
the extent required to be delayed in compliance with Code Section 409A(a)(2)(B) and to the extent
such payment and benefits exceed the Separation Pay Limit (as defined herein) such payment or
benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month
period measured from the date of Employee’s “separation from service” and (ii) the date of
Employee’s death. On the first day of the seventh month following the date of Employee’s
“separation from service” or, if earlier, on the date of his death, all payments delayed pursuant
to this Section 17(b) (whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum,
and any remaining payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them herein. For purposes of this
Agreement, the “Separation Pay Limit” means two times the lesser of: (i) Employee’s
annualized compensation based on Employee’s annual rate of pay for Employee’s taxable year
preceding
the taxable year in which Employee’s termination of employment occurs; and (ii) the maximum
amount that may be taken into account under a tax-qualified plan pursuant to Code Section
401(a)(17) for the year in which Employee terminates employment.


 


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(c) If under this Agreement, an amount is to be paid in two or more installments, for purposes
of Code Section 409A, each installment shall be treated as a separate payment.



(d) To the extent any reimbursement of costs and expenses provided for under this Agreement
constitutes taxable income to Employee for Federal income tax purposes, all such reimbursements
shall be made no later than December 31 of the calendar year next following the calendar year in
which the expenses to be reimbursed are incurred.



18. Survival. The provisions contained in Sections 7 through 18 shall survive the termination
or expiration of the Employment Period and the Employee’s employment with the Company and shall be
fully enforceable thereafter.



19. Legal Fees. The Company will reimburse Employee in an amount up to $20,000 for the
reasonable attorneys’ fees (based on non-premium, standard rates for time actually billed) incurred
by him in connection with the current negotiation and preparation of this Agreement.



20. Indemnification. The Company hereby agrees to indemnify Employee and hold Employee
harmless to the extent provided under the By-Laws of the Company.



21. Miscellaneous. This Agreement supersedes all prior understandings and agreements between
the parties (including the Company’s Related Entities) with respect to the subject matter hereof.
This Agreement contains the entire agreement of the parties with respect to the subject matter
covered hereby and may be amended, waived or terminated o by an instrument in writing executed by
both parties hereto. Other than as specified herein, this Agreement shall be binding upon and
inure to the benefit of the parties hereto, their respective heirs, executors, successors and
permitted assigns. All notices, requests, demands and other communications permitted or required
hereunder shall be in writing and shall be deemed to have been duly given if personally delivered
or delivered by registered or certified mail, or overnight courier to such address listed below the
parties’ respective signature lines or to such other address as notified in writing by the parties;
provided, that, notices to the Company shall be addressed to the attention of the “General
Counsel”. Any provision hereof prohibited by or unenforceable under any applicable law of any
jurisdiction shall as to such jurisdiction be deemed ineffective and deleted herefrom without
affecting any other provision of this Agreement. No provision of this Agreement shall be
interpreted against any party because such party drafted such provision. Submission of this
Agreement to Employee, or Employee’s agents or attorneys, for examination or signature does not
constitute or imply an offer of employment, and this Agreement shall have no binding effect until
execution hereof by both the Company and Employee. If either party waives a breach of this
Agreement by the other party, that waiver will not operate or be construed as a waiver of any
subsequent breaches. This Agreement may be executed in counterparts, including via facsimile or
PDF, which together shall constitute but one and the same agreement.


 


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IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 20th day of October 2008
to be EFFECTIVE FOR ALL PURPOSES as of the Effective Date.



	 	 	 	 	 
	 	“COMPANY”



WESTWOOD ONE, INC.

 	 
	 	By:  	/s/ David Hillman 	 
	 	 	Name:  	David Hillman 	 
	 	 	Title:  	CAO & GC	 
	 	 	Address: 	 40 West 57th Street, 5th Floor

New York, NY 10019 	 
	 
	 	“EMPLOYEE”	 
	 	
/s/ Gary Schonfeld 	 
	 	Gary Schonfeld 	 
	 	Address: 	 




 


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EXHIBIT A


FORM OF RELEASE





For good and valuable consideration received in connection with my termination of employment with
Westwood One, Inc., a Delaware corporation (the “Company”), pursuant to Section 6 of my
employment agreement with the Company dated October 20, 2008 (the “Employment Agreement”),
I, Gary Schonfeld, do hereby release and forever discharge and covenant not to sue the Company, the
Related Entities (as defined in the Employment Agreement) and their respective subsidiaries and
affiliates and their respective directors, members, partners, officers, managers, employees,
agents, stockholders, successors and assigns (both individually and in their official capacities)
and its and their predecessors or successors (collectively, the “Releasees”), from any and
all actions, causes of action, covenants, contracts, claims, demands, suits, and liabilities
whatsoever, which I ever had or now have or which I or any of my heirs, executors, administrators
and assigns hereafter can, shall or may have by reason of or relating to my employment with the
Company as of the effective date of this general release (this “General Release”).



By signing this General Release, I am providing a complete waiver of all claims against the
Releasees that may have arisen, whether known or unknown, up until the effective date of this
General Release. This includes, but is not limited to, claims based on Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967
(including the Older Workers Benefit Protection Act) (the “ADEA”), the Americans With
Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave
Act, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except as to claims
pertaining to vested benefits under employee benefit plans covered by ERISA and maintained by the
Releasees), and all applicable amendments to the foregoing acts and laws, or any common law, public
policy, contract (whether oral or written, express or implied) or tort law, and any other local,
state or Federal law, regulation or ordinance having any bearing whatsoever on the terms and
conditions of my employment. This General Release shall not, however, constitute a waiver of: (i)
my rights under any employee benefit plan currently maintained by the Company; (ii) my rights under
the Employment Agreement intended to survive my termination of employment; (iii) my rights under
the Company’s certificate of incorporation, By-Laws, insurance policies or other written agreements
with respect to indemnification; or (iv) any claims to enforce rights arising under the ADEA or
other civil rights statute after the effective date of this General Release. I hereby reaffirm my
obligations under Sections 7 through 11 of the Employment Agreement, and understand that such
provisions shall be fully enforceable in accordance with the terms and conditions of the Employment
Agreement following my termination of employment with the Company.



I further agree, promise and covenant that, to the maximum extent permitted by law neither, I,
nor any person, organization, or other entity acting on my behalf has or will file, charge, claim,
sue, or cause or permit to be filed, charged or claimed, any action for damages or other relief
(including injunctive, declaratory, monetary or other relief) against the Releasees involving any
matter occurring in the past up to the date of this General Release, or involving or based upon any
claims, demands, causes of action, obligations, damages or liabilities which are the subject of
this General Release. This General Release shall not affect my rights under the
Older Workers Benefit Protection Act to have a judicial determination of the validity of this
General Release and does not purport to limit any right I may have to file a charge under the ADEA
or other civil rights statute or to participate in an investigation or proceeding conducted by the
Equal Employment Opportunity Commission or other investigative agency. This General Release does,
however, waive and release any right to recover damages under the ADEA or other civil rights
statute.


 


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I have been given twenty-one (21) days to review this General Release and have been given the
opportunity to consult with legal counsel, and I am signing this General Release knowingly,
voluntarily and with full understanding of its terms and effects, and I voluntarily accept the
consideration under Section 6 of the Employment Agreement for the purpose of making full and final
settlement of all claims referred to above. If I have signed this General Release prior to the
expiration of the twenty-one (21) day period, I have done so voluntarily. I also understand that I
have seven (7) days after executing to revoke this General Release, and that this General Release
will not become effective if I exercise my right to revoke my signature within seven (7) days of
execution. I understand and acknowledge that my right to receive the consideration under Section 6
of the Employment Agreement, however, is conditioned upon my execution and non-revocation of this
General Release.



Upon the receipt of reasonable notice from the Company (including the Company’s outside
counsel), I agree to respond and provide information with regard to matters in which I had
knowledge as a result of my employment with the Company, and provide reasonable assistance to the
Company and its Related Entities and their respective representatives in defense of any claims that
may be made against the Company or any of its Related Entities, and assist the Company and its
Related Entities in the prosecution of any claims that may be made by the Company or any of its
Related Entities, to the extent that such claims may relate to the period of my employment with the
Company. I further agree to promptly inform the Company if I become aware of any lawsuits
involving such claims that may be filed or threatened against the Company or any of its Related
Entities. I also agree to promptly inform the Company (to the extent I am legally permitted to do
so) if I am asked to assist in any investigation of the Company or any of its Related Entities or
its or their actions, regardless of whether a lawsuit or other proceeding has then been filed with
respect to such investigation, and shall not do so unless legally required.



I acknowledge that I have not relied on any representations or statements not set forth in
this General Release or the Employment Agreement.



This General Release will be governed by and construed in accordance with the laws of the
State of New York, without regard to the choice of law principles thereof. If any provision in
this General Release is held invalid or unenforceable for any reason, the remaining provisions
shall be construed as if the invalid or unenforceable provision had not been included.



IN WITNESS WHEREOF, I have executed this General Release on this                      day of
                                        , 

20_____.



	 	 	 
	 

Gary Schonfeld

	 	 







 


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