Exhibit 10.50





Exhibit 10.50




AMENDMENT ONE




TO




EMPLOYMENT AGREEMENT




AMENDMENT (“Amendment”) made to the Employment Agreement dated as of [date] (the “Employment
Agreement”), by and between Westwood One, Inc., a Delaware corporation (the “Company”), and
[employee] (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, but 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).”



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




“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 in accordance with Section 4(a) hereof, (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, each in accordance with the terms of any applicable plan or
policy and (iii) 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. 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
 _____ 
day of
                     2008.



	 	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WESTWOOD ONE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 
	 	 
	 

	 		Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	Title: