employmentagreementpdt.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 Peter D.
      Thompson (“Employee”), an individual residing at 2701 Calvert Street,
      Apartment 825, Washington, D.C., hereby agree to amend and modify that certain
      Employment Agreement (“Agreement”) made and entered into as of the 31st
      day of
      March, 2008, as follows:

    


    
      	
              1.  

            	
              Amendment
                to Section
                10. Section 10 of the Agreement hereby is amended by adding
                the
                following subsections (f) and (g)
                thereto:

            


    

     

    
      	
               

            	
              10.

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

            


    

     

    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.                                                                               PETER
      D. THOMPSON

    


    By:                                                                                  
      Signature:                                                                           


    Linda
      J. Vilardo                                    
Peter
      D.
      Thompson

    


    Title:                Vice
      President                                                                  
Address:   
2701 Calvert Street

                 Apartment
      825

                
Washington,
      D.C.  20001

    


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