employmentagreementbam.htm


    EMPLOYMENT
      AGREEMENT AMENDMENT AND MODIFICATION

     

    Radio
      One, Inc. (“Company”), a Delaware corporation having its principal place of
      business at 5900 Princess Garden Parkway, Lanham, Maryland, and Barry A.
      Mayo (“Employee”), an individual residing at 300 Massachusetts Avenue, NW,
      Washington, D.C., hereby agree to amend and modify that certain Employment
      Agreement (“Agreement”) made and entered into as of the 6th day
      of August, 2007, as follows:

    


    
      	
              1.  

            	
              Amendment
                to Section
                5. Section 5 of the Agreement hereby is amended by adding the
                following subsection (d) thereto:

            


    

     

    5.           
      Compensation.

     

    *           
      *           
*

     

    
      	
               

            	
              (d)

            	
              Bonus
                Payment
                Schedule.  Any bonus payments due Employee pursuant to
                subsection (b) hereof shall be made to Employee as a cash lump sum no
                later than the end of the quarter following the quarter during which
                the
                bonus was earned.  Any bonus payments due Employee pursuant to
                subsection (c) hereof shall be made to Employee as a cash lump sum
                no
                later than March 15th
                following the end of the calendar year during which the incentive
                compensation was earned. 

            


    

     

    
      	
              2.  

            	
              Amendment
                to Section
                11. Section 11 of the Agreement hereby is amended by adding
                the
                following subsections (f) and (g)
                thereto:

            


    

     

    
      	
               

            	
              11.

            	
              Termination.
                

            


    

     

    
      	
               

            	
              *

            	
              *

            	
              *
                

            


    

     

    
      	
               

            	
              (f)

            	
              To
                the extent any severance payments due Employee pursuant to
                subsection (b) hereof shall be treated as deferred compensation under
                Section 409A
                of the United States Internal Revenue Code of 1986, as amended, and
                the
                Treasury Regulations (including proposed regulations) and guidance
                promulgated thereunder (collectively, “Code Section 409A”), payment
                of such amount shall be delayed until the first day of the seventh
                month
                following the date of Employee’s termination, but only to the extent that
                such delay is necessary in order to avoid penalties under Code
                Section 409A with respect to payments to a Specified Employee, as
                defined in Treasury Regulations Section 1.409A-1(i) upon Separation
                from
                Service, as defined in Treasury Regulations Section 1.409A-1(h).
                

            


    

     

    
      	
               

            	
              (g)

            	
              As
                used in this Section 11, the term “Employee’s termination” shall mean a
                “Separation from Service” as defined in Code
                Section 409A.

            


    

     

    
      	
              3.  

            	
              Amendment
                to Section
                20. Section 20 of the Agreement hereby is amended by adding
                the
                following subsection (h) thereto:

            


    

     

    
      	
               

            	
              20.

            	
              Miscellaneous
                Provisions. 

            


    

     

    
      	
               

            	
              *

            	
              *

            	
              *
                

            


    

     

    
      	
               

            	
              (h)

            	
              Amendment
                to Comply
                with Section 409A of the Internal Revenue Code. To the extent that
                this Agreement or any part thereof is deemed to be a nonqualified
                deferred
                compensation plan subject to Code Section 409A, (a) the provisions
                of this
                Agreement shall be interpreted in a manner to the maximum extent
                possible
                to comply in good faith with Code Section 409A, and (b) the parties
                hereto
                agree to amend this Agreement for purposes of complying with Code
                Section
                409A promptly upon issuance of any Treasury regulations or guidance
                thereunder, provided that any such amendment shall not materially
                change
                the present value of the benefits payable to the Employee hereunder
                or
                otherwise materially adversely affect the Employee, Company, or any
                affiliate of Company, without the consent of such party.
                

            


    

     

    Except
      as expressly set forth herein, all other terms and conditions of the Agreement
      shall remain as set forth therein.

    


    IN
      WITNESS WHEREOF, the parties have executed this Employment Agreement Amendment
      and Modification to be effective as of the 7th
      day of
      October, 2008.

        

    RADIO
      ONE,
      INC.                                                        BARRY
      A.
      MAYO

    


    By:                                                                             Signature:                                                                           
      

    Linda
      J. Vilardo

    


    Title:               
      Vice
      President                                                       Address:   300 Massachusetts
      Avenue, NW

      
Washington,
      D.C.  20001

    


    Date:        
      December 08,
      2008                                      Date:    December
      08,
      2008