Exhibit 10.49





Exhibit 10.49




EMPLOYMENT AGREEMENT




This Agreement (“Agreement”) is entered into by and between Jonathan S. Marshall
(“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. Notwithstanding the foregoing, it is understood and agreed
that for a period of sixty (60) days after the Effective Date, Employee shall continue to operate
and wind-down his law firm, JS Marshall & Assoc. solely to the extent such services are limited to
closing pending transactions and the law firm; and provided, further, that such matters shall not
materially interfere with Employee’s services hereunder during such 60-day period. Employee
acknowledges and agrees that “time is of the essence” in closing his law firm.



2. Term of Employment. Subject to the provisions for termination hereinafter provided,
Employee’s term of employment by the Company shall commence on April 14, 2008 (the “Effective
Date”) and shall continue in effect until the third anniversary thereof (the “Term”).
If the Company desires not to extend this Agreement, it shall deliver written notice to Employee on
or prior to the 90th 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 thirty (30) days after
the giving of such notice. The period from the Effective Date through the date of termination is
hereinafter referred to as the “Employment Period”.




3. Services to be Rendered by Employee.



(a) During the Employment Period, Employee shall serve as Executive Vice President, Business
Affairs & Strategic Development. 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 CEO 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 Chief Executive Officer, the Board of
Directors (the “Board”) or their designee 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. Employee shall report directly to the Chief Executive
Officer and shall be based out of the Company’s Culver City offices.



(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 President, the Board of Directors 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.


 


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(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 $31,250 for the Employment Period, payable in accordance with the Company’s normal
payroll practices. Employee shall be eligible for annual increases in his Base Salary in an amount
of up to five percent (5%), in the sole and absolute discretion of the Compensation Committee or
their designee.



(b) Discretionary Bonus. Employee shall be eligible for an annual discretionary bonus valued
at up to $250,000 for each of calendar years 2008, 2009 and 2010 in the sole and absolute
discretion of the Board of Directors or its Compensation Committee or their 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 payable in accordance with the Company’s normal payroll practices and no later than (i) April
30, 2009 (in the case of the bonus for 2008), (ii) April 30, 2010 (in the case of the bonus for
2009) and (iii) last day of the Term (in the case of the bonus for 2010). 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) at the time such bonus is to
be paid, or (iii) if Employee has materially breached this Agreement, which breach remains uncured
in accordance with Section 6(a) hereof.



(c) Equity Compensation. Company management hereby agrees that prior to the Effective Date,
it shall recommend that the Compensation Committee grant Employee on the Effective Date an award of
equity compensation of stock options to purchase 300,000 shares of Company common stock to vest in
three equal installments on each anniversary of the Effective Date, subject to the terms and
conditions of the Company’s equity compensation plan (such award, the “2008 Signing
Award”). The exercise price of such stock options will be the closing price of the Company’s
common stock on the date of grant by the Compensation Committee (i.e., the Effective Date).



(d) Equity Awards. Employee shall be eligible for such future grants of equity compensation
recommended by Company management, subject to the approval of and in the sole and absolute
discretion of the Board of Directors or its Compensation Committee or their designee. All equity
compensation granted to Employee, including such awards made pursuant to Sections 4(c) and 4(d)
hereof, shall be granted subject to the terms and conditions of the Company’s equity compensation
plan, and using such form award as the Compensation Committee has approved for grants to Company
employees.



(e) 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 that report
directly to the CEO (such employees, “Comparable Employees”), subject to the terms and
conditions of such plans.


 


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(f) Total Compensation. Employee agrees and acknowledges by his signature hereto that the
compensation set forth in this Section 4 constitutes all of the compensation payable to Employee
for his services hereunder and that no other compensation shall be due to Employee hereunder.



(g) Signing Bonus. In addition to other amounts due hereunder, Company agrees to pay to
Employee within 30 days of the Effective Date, the amount of $70,000 as a signing bonus to defer
costs associated with closing his law firm, including early termination of the existing lease of
the office. Notwithstanding the foregoing, in the event that Employee is able to reduce the cost
of terminating his lease (which Employee presently represents is $45,000) then in such event
Employee agrees to reimburse Company for an amount equal to the difference between $45,000 and the
actual cost to terminate such lease.



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
addition, Employee will continue to maintain his law license in the state of California during the
Term and in connection therewith, the Company agrees to reimburse Employee for his actual,
out-of-pocket costs for bar dues as well as reasonable costs associated with attending MCLE courses
(the cost of the course only, no travel or lodging or other expenses) required by the state of
California for such purpose.




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 the circumstances or events constituting Cause; provided, that,
in the case of clauses (i) through (iv) 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 breached any
provision of this Agreement (other than Sections 7, 8 or 10 hereof, which are governed
by Section 6(a)(iv) 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 a felony or a crime involving moral turpitude, 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;


 


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(iii) if Employee becomes unable 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 ninety (90) days
or for a non-continuous period of one hundred twenty (120) days in the aggregate in any
twelve (12)-month 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;




(iv) 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 confidentiality agreements
entered into between Employee and the Company, or the Company’s Related Entities, if
any;




(v) if Employee commits an act of fraud, misrepresentation or dishonesty
related to his employment with the Company, or steals or embezzles assets of the
Company; or




(vi) 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 or loss of legal capacity of Employee.



(c) In the event of any termination of employment pursuant to Section 6, Employee (or
Employee’s estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base
Salary prorated to the date of such termination, (ii) Employee’s then current entitlement, if any,
under the Company’s employee benefit plans and programs, including payment for any accrued and
unused vacation and any vested portion of the equity compensation previously awarded to Employee
and (iii) 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 employment 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.



(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: (I) the Company terminates Employee’s
employment other than pursuant to Section 6(a) or 6(b); (II) Employee is terminated in connection
with a “Change of Control” or (III) 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 not
revoking a 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 (the “Release”):
(x) the Company shall pay Employee the lesser of (the lesser of (i) or (ii), the “Termination
Amount”): (i) remaining Base Salary due to Employee through the end of the Term, to be paid in
equal payments over the



 


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remainder
of the Term on a schedule that mirrors the Company’s then
effective payroll practices and (ii) two times the annual Base Salary to be paid in equal
installments over the two-year period on a schedule that mirrors the Company’s then effective
payroll practices; provided, however, that in the case of (i) or (ii) the six-month delay set forth
in Section 17(b) shall apply to such amounts to the extent they exceed the Separation Pay Limit (as
defined in Section 17(b)); (y) if Employee is terminated in the first year of the Term, 1/3 of the
2008 Signing Award shall vest effective on the date of termination; and (z) if Employee is
terminated after the first year of the Term, any equity compensation previously awarded to Employee
(including, without limitation, any granted pursuant to this employment agreement or otherwise)
that as of the date of termination has not vested, shall vest so that Employee receives on the date
of termination a pro rata portion (the “Pro Rata Portion”) of any previously granted award
which shall be calculated as follows with respect to each such award (including the 2008 Signing
Award): (x) the number of shares which would have vested on the next installment/vesting date
multiplied by the number of days in such year of the Term for which Employee was employed, divided
by (y) the number of days in such year (i.e., 365 unless such year is a leap year). By way of
example only, if Employee is terminated on June 15, 2009 (i.e., 45 days after the Effective Date,
assuming for purposes of this example, an Effective Date of May 1, 2008), pursuant to this clause
(z) hereof, Employee would be entitled to 45/365 of any unvested portion of any equity compensation
awarded to Employee as of the date of termination (e.g., any award made in early 2009, if any, and
the 2008 Signing Award). If Employee is terminated on June 15, 2010, under clause (z) hereof,
Employee would be entitled to an additional 45/365 of any unvested portion of any equity
compensation awarded to Employee as of the date of termination (e.g., any award made in early 2009
and early 2010, if any, and the 2008 Signing Award). 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).



(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. For purposes hereof, “Good Reason”
shall mean that a material portion of Employee’s duties are withdrawn or significantly diminished.



(f) The Company shall provide the Release to Employee within seven (7) business days following
the date of termination. In order to receive the payments and benefits under Section 6(d) or 6(e),
Employee shall be required to sign the Release within 21 or 45 days after the date it is provided
to him, as required by applicable law, and not revoke it within the seven day period following the
date on which it is signed. All payments delayed pursuant to the foregoing, except to the extent
delayed pursuant to Section 17(b), shall be paid to Employee in a lump sum on the first Company
payroll date on or following the sixtieth (60th) day after the date of termination, and
any remaining payments due under this Agreement shall be paid or provided in accordance with the
normal payment dates specified for them herein.



7. No Conflict of Interest; Proper Conduct. (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) 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 Activity;


 


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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; 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.



provided, however, nothing contained in this Section 7(a) shall prohibit Employee from
rendering his legal services as a member of any law firm (including his own law firm).



(b) Employee further agrees that it 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. 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 all written materials in
Employee’s possession embodying such Confidential Information.


 


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9. Work for Hire. With the express exception of Existing Entertainment Projects (defined
below) to which this Section 9 shall not apply, 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.



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, known to Employee
(prior to his involvement with the Company in February 2008) 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 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.


 


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Existing Entertainment Projects. Such television and film projects under the working titles
listed below for which Employee serves as an executive producer pursuant to existing contracts:
“Alberta House”; “I Walked with a Zombie”; “Bedlam”; “Five Came Back”; “The Body Snatcher”; and
“The Adam Sandler Project.”



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 (subject to the last
sentence hereof); (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. Notwithstanding the foregoing, Restricted Activity shall expressly exclude
Employee’s serving on the Board of Directors of Traffic Scan Network, Inc., a Louisiana corporation
which provides traffic and news reports to radio and television stations in the Baton Rouge,
Lafayette and Alexandria, Louisiana markets, of which Employee is the majority owner; provided,
such business does not expand into markets which are competitive with Metro Networks. For purposes
hereof, a competitor shall not be deemed to be entertainment or media companies providing a broad
range of products (e.g., TV, movies, print, Internet) unless Employee is employed or involved to a
material extent in radio and/or traffic/news/sports/talk information services at such company.



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.


 


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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
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. 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. 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. 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.



16. Remedies. Except as it may elect otherwise, the Company 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 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. 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.


 


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(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.



18. Survival. The provisions contained in Sections 7 through 19 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. 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 only by an instrument in writing executed
by both parties hereto. 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 “Chief Executive Officer”, with a copy to
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.



(Remainder of page is intentionally left blank.)




 


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IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 11th day of April 2008 to be
EFFECTIVE FOR ALL PURPOSES as of the Effective Date.



	 	 	 	 	 
	 	
“COMPANY”



WESTWOOD ONE, INC.

 	 
	 	By:  	/s/ Thomas Beusse
 	 
	 	 	Name:  	Thomas Beusse 	 
	 	 	Title:  
Address: 	CEO and President

 40 West
57th
Street,
15th
Floor

New York, NY 10019 	 
	 
	 	“EMPLOYEE”

 	 
	 	/s/ Jonathan S. Marshall 	 
	 	Jonathan S. Marshall 	 
	 	Address:  	2165 Sunset Crest Drive

Los Angeles, CA 90067 	 



 


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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 April 11, 2008 (the “Employment Agreement”),
I, Jonathan S. Marshall , 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.



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_____.



	 	 	 
	
 

	 	 
	 

Jonathan S. Marshall

	 	 







 


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