Exhibit 10.1





Exhibit 10.1




AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT

BETWEEN WESTWOOD ONE, INC. AND NORMAN J. PATTIZ




The following, upon execution by the parties hereto, shall constitute Amendment No. 5, dated
as of June 11, 2009 (the “Fifth Amendment”), by and between Westwood One, Inc. (the “Company”) and
Norman J. Pattiz (“Employee”) to the Employment Agreement, entered into by and between the Company
and Employee, made as of April 29, 1998, as amended by the Amendment to Employment Agreement
between the Company and Employee, dated as of October 27, 2003, by the Amendment No. 2 to
Employment Agreement between the Company and Employee, dated as of November 28, 2005, by the
Amendment No. 3 to the Employment Agreement between the Company and the Employee dated January 8,
2008 and by the Amendment No. 4 to the Employment Agreement between the Company and the Employee
dated December 31, 2008 (as amended, the “Agreement”). Capitalized terms used but not defined
herein have the meaning set forth in the Agreement. The parties hereto agree that the terms of the
Agreement are hereby modified as set forth herein. In the event of a conflict between the terms of
the Agreement and the terms of this Fifth Amendment, the terms of this Fifth Amendment shall
prevail. For the avoidance of doubt, this Agreement shall not supersede the letter to Employee
from David A. Hillman, dated May 25, 2005, regarding the options granted to Employee on December 1,
2003 and December 1, 2004.




	 	1.	 	Section 2 of the Agreement is hereby deleted in its entirety and replaced
with a new Section 2 to read as follows:







“The term of employment shall be extended for an additional period beginning
June 16, 2009 and continuing through June 15, 2011 (the “Extended Term”). In the
event that the Agreement expires effective June 15, 2011 and the Company determines
not to renew the Agreement, the Agreement will be deemed terminated; provided,
however, that the Company will continue to engage Employee as a part-time employee
and/or consultant (at the Company’s option) through November 30, 2015, or such
earlier time as Employee voluntarily terminates his service with the Company (the
“Continued Engagement Period”). The provisions of Section 5 of this Agreement
shall cease to apply to Employee on the earlier to occur of June 15, 2011 and the
effective date of a termination of Employee’s employment prior to the expiration of
the Extended Term. In addition, during the Continued Engagement Period: (i) the
remainder of this Agreement shall no longer be of any force and effect; (ii)
Employee will neither employ, hire or engage, nor offer to employ, hire or engage
nor solicit employment or service, directly or indirectly, of any employee or
consultant of the Company or its related entities or any person or entity under an
exclusive contract in radio with the Company or its related entities to provide
voice talent to the Company or its related entities (a “Voice Talent”); provided,
however, that this clause (ii) shall only apply to employees, consultants and Voice
Talent who were providing services of any kind to the Company or its related
entities on the earlier to occur of June 15, 2011 and the effective date of a termination of Employee’s employment
prior to the expiration of the Extended Term; and (iii) Employee’s outstanding
stock options will continue to vest until the end of the Continued Engagement
Period.”


 


 









 






	 	2.	 	Subject to the approval of the Board of Directors (or any committee with
authority delegated by the Board of Directors), the Company shall grant stock options
to Employee in an amount equating to approximately 0.50% of the total outstanding
equity of the Company. Such stock options shall be issued concurrently with the
issuance of stock options to the Company’s senior management team following the
Company’s Special Stockholders Meeting to be held on June 26, 2009, shall have an
exercise price equal to the fair market value of the Company’s common stock on the
date of issuance and shall have vesting, termination and other terms comparable to
those issued to the Company’s senior management team.

	 
	 	3.	 	In connection with the negotiation and preparation of this Fifth Amendment,
the Company will reimburse Employee for the reasonable attorneys’ fees (for time
actually billed) incurred by Employee.

	 
	 	4.	 	In the event the Company formally rejects a program that is submitted to it,
Employee will have the right to negotiate a programming deal for himself with respect
to such formally rejected content, provided that Employee shall provide the Company
with a right of first refusal to distribute such programming, which right of first
refusal may be exercised by the Company by providing written notice to Employee no
later than 30 days after receiving the right of first refusal from Employee. All
notices and submissions made to the Company in accordance with this paragraph 4 shall
be made by written notice delivered to the attention of both Rod Sherwood and Mark
Stone.






[End of text — signature page follows]



 


2









 





IN WITNESS WHEREOF, this Fifth Amendment is EXECUTED as of the date first above written, to be
EFFECTIVE FOR ALL PURPOSES as of said date.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	/s/ David Hillman
 	 
	 	 	Printed Name:  	David Hillman 	 
	 	 	Title:  	CAO and GC 	 
	 
	 	EMPLOYEE

 	 
	 	/s/ Norman J. Pattiz
 	 
	 	Norman J. Pattiz 	 
	 	 	 
	 




 


3