Exhibit 10.1
 Westwood One, Inc. 2010 Equity Compensation Plan
(Amended and Restated Effective February 12, 2010)
 SECTION 1. PURPOSE
  SECTION 2. DEFINITIONS
 (a)
    
    Affiliate shall mean each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or
business (including, without limitation, a partnership or limited liability company) which is directly or
indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or
voting interest) by the Company or one of its Affiliates; (d) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more
(whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and
(e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is
designated as an Affiliate by resolution of the Committee. If a Participant performs services for an Affiliate
that causes the Shares underlying an Option or Stock Appreciation Right to not constitute service recipient
stock under Section 409A of the Code, such Option or Stock Appreciation Right shall be structured in a manner
intended to comply with Section 409A of the Code.(b)
    
    Award shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Restricted
Stock Unit, or any other right, interest or option relating to Shares (including, without limitation, deferred
stock units and dividend equivalent rights), as determined by the Committee. The Committee may, in its
discretion, permit a Participant to defer the payment or vesting of any Award solely to the extent permitted by,
and in a manner that is intended to comply with, Section 409A of the Code.(c)
    
    Award Agreement shall mean any written agreement, contract or other instrument or document evidencing any Award
granted by the Committee hereunder, which in the sole and absolute discretion of the Committee may, but need not,
be signed or acknowledged by the Company and the Participant.(d)
    
    Board shall mean the Board of Directors of the Company.(e)
    
    Cause shall mean with respect to a Participants Termination of Employment or Termination of Consultancy, the
following: (a) in the case where there is no employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of
the grant of the Award (or where there is such an agreement but it does not define cause (or words of like
import)), termination due to a Participants dishonesty, fraud, moral turpitude or willful misconduct, as
determined by the Committee in its sole discretion; or (b) in the case where there is an employment agreement,
consulting agreement, change in control agreement or similar agreement in effect between the Company or an
Affiliate and the Participant at the time of the grant of the Award that defines cause (or words of like
import), cause as defined under such agreement; provided, however, that with regard to any agreement under which
the definition of cause only applies on occurrence of a change in control, such definition of cause shall not
apply until a change in control actually takes place and then only with regard to a termination thereafter. With
respect to a Participants Termination of Directorship, cause means an act or failure to act that constitutes
cause for removal of a director under applicable Delaware law.(f)
    
    Change in Control shall mean the occurrence of any of the following events:(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding
any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) other than Gores Group becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,), directly or indirectly, of a
majority of the Equity Interests of the Company entitled to vote for members of the Board or equivalent governing
body of the Company on a fully-diluted basis;




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(b) during any period of 12 consecutive months, a majority of the members of the Board or other equivalent
governing body of the Company cease to be composed of individuals (i) who were members of that Board or equivalent
governing body on the first day of such period, (ii) whose election or nomination to that Board or equivalent
governing body was approved by Gores Group (so long as Gores Group holds a majority of the outstanding Equity
Interests of the Company) or by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that Board or equivalent governing body or (iii) whose election or
nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (i)
and (ii) above constituting at the time of such election or nomination at least a majority of that Board or
equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose
initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as
a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more
directors by any person or group other than a solicitation for the election of one or more directors by or on
behalf of the Board); or(c) the consummation of any other transaction involving a significant issuance of the Companys securities, a
change in the composition of the Board or equivalent governing body of the Company or other material event that
the Board determines to be a Change in Control for purposes of this Section.

Notwithstanding the foregoing provisions of this definition, unless otherwise determined by the Board, no Change
in Control shall be deemed to have occurred if (1) a Participant is a member of a group that first announces a
proposal which, if successful, would result in a Change in Control and which proposal (including any modifications
thereof) is ultimately successful, (2) the Participant acquires a two percent (2%) or more equity interest in the
entity which ultimately acquires the Company pursuant to the transaction described in clause (1) above; or (3) to
the extent that an Award is subject to Section 409A of the Code, such event is not considered to be a Change in
Control Event for purposes of Section 409A of the Code.(g)
    
    Code shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.(h)
    
    Committee shall mean the Compensation Committee of the Board or such other persons or committee (or
subcommittee) to which it has delegated any authority under this Plan, as may be appropriate. The Committee shall
consist solely of directors serving on the Board. Notwithstanding the foregoing, with respect to Awards intended
to satisfy the exemption for performance-based compensation under Section 162(m) of the Code or the exemption from
the short-swing profit recovery rules under Rule 16b-3 promulgated under the Exchange Act, the Committee or
subcommittee shall consist of two or more directors each of whom shall qualify as: (i) a non-employee director
for purposes of Rule 16b-3 under the Exchange Act; (ii) an outside director for purposes of Section 162(m) of
the Code; and (iii) if the Company is listed on a national securities exchange, an independent director as
defined under the rules of the applicable national securities exchange. Notwithstanding anything herein to the
contrary, the Board may, in its discretion, act as the Committee under this Plan with respect to any grants of
Awards to Directors. To the extent that no Committee exists that has the authority to administer the Plan, the
functions of the Committee shall be exercised by the Board. If for any reason the appointed Committee does not
meet the requirements of Rule 16b-3 promulgated under the Exchange Act or Section 162(m) of the Code, such
noncompliance shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.(i)
    
    Consultant means any natural person who provides bona fide consulting or advisory services to the Company or an
Affiliate, which are not in connection with the offer and sale of securities in a capital-raising transaction.(j)
    
    Company shall mean Westwood One, Inc., a Delaware corporation.(k)
    
    Covered Employee shall mean a covered employee within the meaning of Section 162(m)(3) of the Code, or any
successor provision thereto.(l)
    
    Director shall mean a member of the Board of the Company or any of its Affiliates who is not an employee of the
Company or any Affiliate.(m)
    
    Employee shall mean any employee of the Company or any Affiliate. For any and all purposes under this Plan, the
term Employee shall not include a person hired as an independent contractor, leased employee, consultant or a
person otherwise designated by the Committee, at the time of hire as not eligible to participate in or receive
benefits under the Plan or not on the payroll, even if such ineligible person is subsequently determined to be a
common law employee of the Company.
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(n)
    
    Equity Interests means, with respect to any Person, all of the shares of capital stock of (or other ownership or
profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition
from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the
securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests
in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including partnership,
member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.(o)
    
    Exchange Act shall mean the Securities Exchange Act of 1934, as amended.(p)
    
    Fair Market Value shall mean, with respect to Shares, as of any date, the last sales price reported for the
Shares on the applicable date as reported on the applicable national securities exchange for that date or, if no
prices are reported for that date, the last sales price reported on the next date for which such prices were
reported, unless otherwise determined by the Committee. For purposes of the exercise of any Stock Appreciation
Right the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on
which the applicable national securities exchange is open, the last sales price reported on the next date for
which such prices were reported. Notwithstanding anything herein to the contrary, if at the time of grant or
other applicable event, the Shares are not then listed on a national securities exchange that is an established
securities market for purposes of Section 409A of the Code, Fair Market Value shall mean, such value as
determined by the Committee in good faith in whatever manner it considers appropriate taking into account the
requirements of Section 422 of the Code or Section 409A of the Code, as applicable.(q)
    
    Gores Group shall mean Gores Radio and any other Person that at such time directly or indirectly through one or
more intermediaries Controls, or is Controlled by, or is under common Control with, Gores Radio. As used in this
definition, Control means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise.(r)
    
    Gores Radio shall mean Gores Radio Holdings, LLC, a limited liability corporation organized under the laws of
Delaware.(s)
    
    Incentive Stock Option shall mean an Option granted under Section 6 that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto.(t)
    
    Nonqualified Stock Option shall mean either an Option granted under Section 6 that is not intended to be an
Incentive Stock Option or an Incentive Stock Option that has been disqualified.(u)
    
    Option shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares
at such price or prices and during such period or periods as the Committee shall determine.(v)
    
    Parent shall mean any parent corporation of the Company within the meaning of Section 424(e) of the Code.(w)
    
    Participant shall mean an Employee, an officer of the Company or an Affiliate, Consultant or Director who is
selected by the Committee from time to time in their sole discretion to receive an Award under the Plan.(x)
    
    Performance Award shall mean any Award of Performance Shares granted under the Plan which has performance
criteria.(y)
    
    Performance Goal shall have the meaning set forth in Section 11.(z)
    
    Performance Period shall mean that period established by the Committee at the time any Performance Award is
granted or at any time thereafter during which any Performance Goals specified by the Committee with respect to
such Award are to be measured.(aa)
    
    Performance Share shall mean any grant pursuant to Section 11 of a unit valued by reference to a designated
number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall
determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon
achievement of such Performance Goals during the Performance Period as the Committee shall establish at the time
of such grant or thereafter.
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(bb)
    
    Person shall mean any individual, corporation, partnership, association, limited liability company, joint-stock
company, trust, unincorporated organization or government or political subdivision thereof.(cc)
    
    Restatement Date shall mean the date the Board approves the amendment and restatement of the Initial Plan as set
forth herein, subject to stockholder approval.(dd)
    
    Retirement shall mean: (i) with respect to an Employee or an officer of the Company or an Affiliate, a voluntary
Termination after the attainment of any combination of an Employees or officers age and years of continuous
service with the Company or an Affiliate that is greater than 70 or such other date as approved by the Committee;
or (ii) with respect to a Director, the failure to stand for reelection or the failure to be reelected after a
Director has attained age 75 or five years of continuous service or such other date as approved by the Committee.(ee)
    
    Restricted Stock shall mean any Share issued with the restriction that the holder may not sell, transfer,
hypothecate, pledge or assign such Share and with such other restrictions as the Committee, in its sole
discretion, may impose (including, without limitation, any restriction on the right to vote such Share, and the
right to receive any cash dividends or performance restriction), which restrictions may lapse separately or in
combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.(ff)
    
    Restricted Stock Award shall mean an award of Restricted Stock under Section 7.(gg)
    
    Restricted Stock Unit shall mean an award under Section 9.(hh)
    
    Section 162(m) Performance Goals shall have the meaning set forth in Section 11.(ii)
    
    Shares shall mean the shares of common stock of the Company.(jj)
    
    Stock Appreciation Right shall mean any right granted to a Participant pursuant to Section 8 to receive, upon
exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise or, if
the Committee shall so determine in the case of any such right other than one related to any Incentive Stock
Option, at any time during a specified period before the date of exercise over (ii) the grant price of the right
on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related
Option, as specified by the Committee in its sole discretion, which, except in connection with an adjustment
provided in Section 4, shall not be less than the Fair Market Value of one Share on such date of grant of the
right or the related Option, as the case may be. Any payment by the Company in respect of such right may be made
in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall
determine.(kk)
    
    Subsidiary shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.(ll)
    
    Ten Percent Stockholder shall mean a person owning stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or its Subsidiaries or its Parent.(mm)
    
    Termination shall mean a Termination of Consultancy, Termination of Directorship or Termination of Employment,
as applicable. Notwithstanding the foregoing, the Committee may otherwise define Termination in the Award
Agreement or, if no rights of a Participant are reduced, may otherwise define Termination thereafter.(nn)
    
    Termination of Consultancy shall mean that the Consultant is no longer acting as a consultant to the Company or
an Affiliate, except that if the Consultant becomes an Employee, officer of the Company or an Affiliate, or a
Director upon the termination of his or her consultancy, unless otherwise determined by the Committee, no
Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant,
an Employee, officer of the Company or an Affiliate, or a Director.(oo)
    
    Termination of Directorship shall mean that the Director is no longer acting as a director of the Company or an
Affiliate; except that if the Director becomes an Employee, officer of the Company or an Affiliate, or a
Consultant upon the termination of his or her directorship, unless otherwise determined by the Committee, no
Termination of Directorship shall be deemed to occur until such time as such Consultant is no longer a Consultant,
an Employee, officer of the Company or an Affiliate, or a Director.
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(pp)
    
    Termination of Employment shall mean a termination of employment (for reasons other than a military or personal
leave of absence granted by the Company) of a Participant from the Company and its Affiliates, except that if the
Employee becomes an officer of the Company or an Affiliate, a Consultant or a Director upon the termination of his
or her employment, unless otherwise determined by the Committee, no Termination of Employment shall be deemed to
occur until such time as Eligible Employee is no longer an officer of the Company or an Affiliate, an Employee, a
Consultant or a Director.
 SECTION 3. ADMINISTRATION
     SECTION 4. SHARES SUBJECT TO THE PLAN
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SECTION 5. ELIGIBILITY
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SECTION 6. STOCK OPTIONS
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SECTION 7. RESTRICTED STOCK
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SECTION 8. STOCK APPRECIATION RIGHTS
  SECTION 9. RESTRICTED STOCK UNITS
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SECTION 10. FURTHER ELECTIONS
  SECTION 11. PERFORMANCE AWARDS
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SECTION 12. CHANGE IN CONTROL PROVISIONS
  (i)
    
    Awards, whether or not then vested, shall be continued,
assumed, or have new rights substituted therefor, as determined
by the Committee in its sole discretion, and restrictions to
which any Award granted prior to the Change in Control are
subject shall not lapse upon a Change in Control and the Award
shall, where appropriate in the sole discretion of the
Committee, receive the same distribution as other Shares on
such terms as determined by the Committee; provided that, the
Committee may, in its sole discretion, decide to award
additional Restricted Stock or other Award in lieu of any cash
distribution; provided further, that any such award shall be
done in a manner intended to comply with, or be exempt from,
Code Section 409A. Notwithstanding anything to the contrary
herein, for purposes of Incentive Stock Options and
Non-Qualified Stock Options, any assumed or substituted
Incentive Stock Option and Non-Qualified Stock Option shall
comply with the requirements of Treasury Regulation § 1.424-1
and Treasury Regulation § 1.409A-1(b)(5)(v) and any amendments
thereto, respectively.(ii)
    
    The Committee, in its sole discretion, may provide for the
purchase or cancellation of any Awards by the Company or an
Affiliate for an amount of cash equal to the excess of the
Change in Control Price (as defined below) of the Shares
covered by such Awards, over the aggregate exercise price of
such Awards. For purposes of this Section 12, Change in
Control Price shall mean the price per Share paid in any
transaction related to a Change in Control of the Company.(iii)
    
    The Committee may, in its sole discretion, provide for the
cancellation of any Awards without payment, if the Change in
Control Price is less than the exercise price of such Award;
and(iv)
    
    Notwithstanding anything else herein, the Committee may, in its
sole discretion, provide for accelerated vesting or lapse of
restrictions, of an Award at any time.
  SECTION 13. CODE SECTION 162(m) PROVISIONS
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SECTION 14. AMENDMENTS AND TERMINATION
   SECTION 15. DIVIDENDS
  SECTION 16. GENERAL PROVISIONS
 (a)
    
    The Committee shall determine and set
forth in an Award Agreement the terms and
conditions of each Award. Each Agreement
(i) shall state the date of grant and the
name of the Participant, (ii) shall
specify the terms of the Award, (iii)
shall be signed by a person designated by
the Committee and, if so required by the
Committee, by the Participant, (iv) shall
incorporate the Plan by reference and (v)
shall be delivered or otherwise made
available to the Participant. The
Agreement shall contain such other terms
and conditions as are required by the
Plan and, in addition, such other terms
not inconsistent with the Plan as the
Committee may deem advisable. The
Committee shall have the authority to
adjust the terms of the Award Agreements
relating to an Award in a jurisdiction
outside of the United States (i) to
comply with the laws or such jurisdiction
or (ii) to obtain more favorable tax
treatment for the Company and/or any
Subsidiary, as applicable, and/or for the
Participants in such jurisdiction. Such
authority shall be notwithstanding the
fact that the requirements of the local
jurisdiction may be more restrictive than
the terms set forth in the Plan.(b)
    
    An Award may not be sold, pledged,
assigned, hypothecated, transferred, or
disposed of in any manner other than by
will or by the laws of descent or
distribution and may be exercised, during
the lifetime of the Participant, only by
the Participant; provided that the
Committee, in its sole discretion, may
permit additional transferability, on a
general or specific basis, and may impose
conditions and limitations on any
permitted transferability.(c)
    
    No Participant shall have the right to be
selected to receive an Option or other
Award under this Plan or, having been so
selected, to be selected to receive a
future Award grant or Option. The Awards
under this Plan are not intended to be
treated as compensation for any purpose
under any other Company plan.(d)
    
    No Participant shall have any claim to be
granted any Award under the Plan, and
there is no obligation for uniformity of
treatment of Participants under the Plan.
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(e)
    
    The prospective recipient of any Award
under the Plan shall not, with respect to
such Award, be deemed to have become a
Participant, or to have any rights with
respect to such Award, until and unless
the Committee shall have acted to grant
such Award and, to the extent required by
the Committee, such recipient shall have
accepted any Award Agreement or other
instrument evidencing the Award.(f)
    
    Nothing in the Plan or any Award granted
under the Plan shall be deemed to
constitute an employment or service
contract or confer or be deemed to confer
on any Participant any right to continue
in the employ or service of, or to
continue any other relationship with, the
Company or any Affiliate or limit in any
way the right of the Company or any
Affiliate to terminate a Participants
service at any time, with or without
cause.(g)
    
    All certificates for Shares delivered
under the Plan pursuant to any Award
shall be subject to such stock-transfer
orders and other restrictions as the
Committee may deem advisable under the
rules, regulations and other requirements
of the Securities and Exchange
Commission, any stock exchange upon which
the Shares are then listed, and any
applicable federal or state securities
law, and the Committee may cause a legend
or legends to be put on any such
certificates to make appropriate
reference to such restrictions.(h)
    
    No Award granted hereunder shall be
construed as an offer to sell securities
of the Company, and no such offer shall
be outstanding, unless and until the
Committee in its sole discretion has
determined that any such offer, if made,
would comply with all applicable
requirements of the U.S. federal
securities laws and any other laws to
which such offer, if made, would be
subject.(i)
    
    This Plan is intended to constitute an unfunded plan
and nothing contained herein shall give any such
Participant any rights that are greater than those of a
general unsecured creditor of the Company.(j)
    
    The Company shall be authorized to withhold from any
Award granted or payment due under the Plan the amount of
withholding taxes due in respect of an Award or payment
hereunder and to take such other action as may be
necessary in the opinion of the Company or Affiliate to
satisfy all obligations for the payment of such taxes.
The Committee shall be authorized to establish procedures
for election by Participants to satisfy such obligation
for the payment of such taxes by delivery of or transfer
of Shares to the Company (to the extent the Participant
has owned the surrendered shares for more than six months
if such a limitation is necessary to avoid a charge to
the Company for financial reporting purposes), or by
directing the Company to retain Shares (up to the
employees minimum required tax withholding rate)
otherwise deliverable in connection with the Award. At
the discretion of the Committee, any statutorily required
withholding obligation with regard to any Participant may
be satisfied by reducing the number of Shares otherwise
deliverable pursuant to an Award. Any fraction of a
Share required to satisfy such tax obligations shall be
disregarded and the amount due shall be paid instead in
cash by the Participant.(k)
    
    Nothing contained in the Plan shall prevent the Committee
or the Board from adopting other or additional
compensation arrangements, subject to stockholder
approval if such approval is required; and such
arrangements may be either generally applicable or
applicable only in specific cases.(l)
    
    Any Award may not be exercised at a time when the
exercise thereof or the issuance of shares thereunder
would constitute a violation of any federal or state law
or listing requirements of any applicable national
securities exchange for such shares or a violation of any
foreign jurisdiction where Awards are or will be granted
under the Plan. The provisions of the Plan shall be
construed, regulated and administered according to the
laws of the State of New York without giving effect to
principles of conflicts of law, except to the extent
superseded by any controlling Federal statute.(m)
    
    If any provision of the Plan is or becomes or is deemed invalid,
illegal or unenforceable in any jurisdiction, or would disqualify the
Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering
the intent of the Plan, it shall be stricken and the remainder of the
Plan shall remain in full force and effect.(n)
    
    Awards may be granted to Participants who are foreign nationals or
employed outside the United States, or both, on such terms and
conditions different from those applicable to Awards to Employees or
officers of the Company or an Affiliate employed in the United States
as may, in the judgment of the Committee, be necessary or desirable in
order to recognize differences in local law or tax policy. The
Committee also may impose conditions on the exercise or vesting of
Awards in order to minimize the Companys obligation with respect to
tax equalization for Employees or officers of the Company or an
Affiliate on assignments outside their home country.(o)
    
    If approved by the Committee in its sole discretion, an absence or
leave of an Employee (or officer of the Company or an Affiliate)
because of military or governmental service, disability or other
reason shall not be considered an interruption of service for any
purpose under the Plan.
 SECTION 17. TERM OF PLAN
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SECTION 18. COMPLIANCE WITH SECTION 16
  SECTION 19. SECTION 409A OF THE CODE
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