Exhibit 10.51





Exhibit 10.51




AMENDMENT ONE




TO




EMPLOYMENT AGREEMENT




AMENDMENT (“Amendment”) made to the Employment Agreement dated as of July 7, 2008 (the
“Employment Agreement”), by and between Westwood One, Inc., a Delaware corporation (the “Company”),
and Steven Kalin (the “Employee”). Except as provided herein all terms and conditions set forth in
the Employment Agreement shall remain in full force and effect.



WHEREAS, the Company and the Employee have previously entered into the Employment Agreement;
and



WHEREAS, the Company and the Employee desire to amend the Employment Agreement in a manner
intended to address Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).



NOW, THEREFORE, effective December 31, 2008, the Employment Agreement is hereby amended as
follows:



1. The penultimate sentence of Section 4(b) of the Employment Agreement is hereby amended in
its entirety as follows:




“Any cash component of any bonus will be payable in accordance with the
Company’s normal payroll practices in the year following the year for
which it is earned and no later than the date the majority of “Comparable
Employees” (as defined below) are paid, but in no event later than April
30 of the applicable calendar year.”




2. The first sentence of Section 6(c) is hereby amended in its entirety as follows:




“In the event of any termination of Employee’s employment (provided that
the benefit described in clause (ii) below shall not be paid in the event
of a termination of employment by the Company upon a Cause Event),
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 such
termination in accordance with Section 4(a) hereof; (ii) subject to the
terms of Section 4(b) hereof, any annual discretionary bonus earned for
any completed calendar year immediately preceding the date of termination,
but not yet paid; (iii) subject to the terms of Section 17 hereof,
reimbursement for any business expenses properly incurred and paid prior
to and including the date of termination; (iv) Employee’s then current
entitlement, if any, under the Company’s employee benefit plans and
programs, including payment for any accrued and unused vacation in
accordance with the terms of any applicable plan or policy; and (v) no
other compensation.”


 


 









 





3. The first sentence of Section 6(e) of the Employment Agreement is hereby amended in its
entirety as follows:




“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.”




4. The third to last sentence of Section 17(b) is hereby amended in its entirety as follows:




“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), 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.”




5. The last sentence of Section 17(b) is hereby deleted.



6. Section 17 of the Employment Agreement is hereby amended by adding the following new
subsections (c) and (d) to the end thereof:




“(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) With regard to any provision herein that provides for reimbursement of
costs and expenses or in-kind benefits, except as permitted by Code
Section 409A, (i) the right to reimbursement or in-kind benefits shall not
be subject to liquidation or exchange for another benefit, (ii) the amount
of expenses eligible for reimbursement, or in-kind benefits, provided
during any taxable year shall not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable
year and (iii) such payments shall be made on or before the last day of
the Employee’s taxable year following the taxable year in which the
expense was incurred.”



[Signature page follows]




 


 









 







IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this 22nd day of
December 2008.



	 	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Steven Kalin	 	 
	 	 	 	 	 
	 	 	Steven Kalin	 	 
	 
	 	 	 	 	 	 
	 	 	WESTWOOD ONE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Hillman
 

Name: David Hillman
	 	 
	 

	 	 	 	Title: CAO and GC