EX-10.5






Exhibit 10.5




FIRST AMENDMENT TO EMPLOYMENT AGREEMENT




     THIS FIRST AMENDMENT (this “Amendment”) is entered into as of December 31, 2008 (the
“Effective Date”), by and between CUMULUS MEDIA INC., a corporation organized and existing under
the laws of the State of Delaware (hereinafter the “Company”) and MARTIN GAUSVIK, an individual
resident of the State of Georgia (hereinafter the “Employee”). Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Agreement (as defined below).



RECITALS




     WHEREAS, the Company and the Employee entered into an Employment Agreement dated May 12, 2000
(the “Agreement”); and



     WHEREAS, the Company and the Employee believe it is in their best interest to amend the
Agreement in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).



     NOW, THEREFORE, the parties agree as follows:



AGREEMENT





	1.	 	The following shall be added to the end of Section 2.2 of the Agreement:






In no event shall any bonus pursuant to this Section 2.2 be paid
later than the fifteenth day of the third month after the end of the
Company’s fiscal year to which the bonus relates.




	2.	 	The following shall be added to the end of Section 3.1 of the Agreement:






Any payment or reimbursement by the Company pursuant to this Section
3.1 shall be subject to the Reimbursement Rules (as hereinafter
defined).




	3.	 	Section 4.2(e)(2) of the Agreement shall be amended to deleted the words “Milwaukee,
Wisconsin” and replace them with the words “Atlanta, Georgia.”
	 
	4.	 	Section 5.1(b) of the Agreement shall be deleted in its entirety and replaced with the
following:






(ii) Severance Payment. The Company shall pay the Employee
an amount equal to one hundred percent (100%) of the annual Base
Salary in effect at the time of termination. Any amount payable
pursuant to this Section 5.1(b) shall be payable in four equal
consecutive quarterly installments, in accordance with Section 7.10.



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	5.	 	Section 5.3(b) shall be deleted in its entirety and replaced with the following:






(b) Salary Continuation. The Company shall pay the Employee
(or his legal representative or estate) an amount equal to one
hundred percent (100%) of the Base Salary in effect on the date of
termination. Any amount payable pursuant to this Section 5.3(b)
shall be payable in four equal consecutive quarterly installments,
in accordance with Section 7.10.




	6.	 	The following shall be added to the Agreement as Section 7.9:






7.9. REIMBURSEMENT RULES. The “Reimbursement Rules” means
the requirement that any amount of expenses eligible for
reimbursement under this Agreement be made (i) in accordance with
the reimbursement payment date set forth in the applicable provision
of this Agreement providing for the reimbursement or (ii) where the
applicable provision does not provide for a reimbursement date,
thirty (30) calendar days following the date on which the Employee
incurs the expenses, but, in each case, no later than December 31 of
the year following the year in which the Employee incurs the related
expenses; provided, that in no event shall the reimbursements or
in-kind benefits to be provided by the Company in one taxable year
affect the amount of reimbursements or in-kind benefits to be
provided in any other taxable year, nor shall the Employee’s right
to reimbursement or in-kind benefits be subject to liquidation or
exchange for another benefit. Notwithstanding the foregoing, all
reimbursements relating to the Additional Delayed Payments (as
hereinafter defined) shall be made on the Permissible Payment Date
(as hereinafter defined).




	7.	 	The following shall be added to the Agreement as Section 7.10:






7.10. SECTION 409A OF THE CODE.




(a) Notwithstanding any provisions of this Agreement to the
contrary, if the Employee is a “specified employee” (within the
meaning of Section 409A of the Code and determined pursuant to
procedures adopted by the Company) at the time of his separation
from service and if any portion of the payments or benefits to be
received by the Employee upon separation from service would be
considered deferred compensation under Section 409A of the Code,
amounts that would otherwise be payable pursuant to this Agreement
during the six-month period immediately following the Employee’s
separation from service (the “Delayed Payments”) and benefits that
would otherwise be provided pursuant to this Agreement (the “Delayed
Benefits”) during the six-month period



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immediately following the Employee’s separation from service (such
period, the “Delay Period”) shall instead be paid or made available
on the earlier of (i) the first business day of the seventh month
following the date of the Employee’s separation from service or (ii)
Employee’s death (the applicable date, the “Permissible Payment
Date”). The Company shall also reimburse the Employee for the
after-tax cost incurred by the Employee in independently obtaining
any Delayed Benefits (the “Additional Delayed Payments”).




(b) Each payment under this Agreement shall be considered a
“separate payment” and not of a series of payments for purposes of
Section 409A of the Code.




(c) Any Delayed Payments shall bear interest at the United States
5-year Treasury Rate plus 2%, which accumulated interest shall be
paid to the Employee on the Permissible Payment Date.




(d) A termination of employment shall not be deemed to have occurred
for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits subject to Section 409A of the
Code upon or following a termination of employment unless such
termination is also a “separation from service” (within the meaning
of Section 409A of the Code).




	8.	 	The Agreement is hereby deemed to be further amended as necessary to conform it to the terms
of this Amendment. All other provisions of the Agreement, except as specifically amended
herein, remain in full force and effect and are incorporated herein.
	 
	9.	 	This Amendment may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.





[Signatures appear on following pages]




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     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the Effective
Date.



	 	 	 	 	 
	 	CUMULUS MEDIA INC.

 	 
	 	By:  	/s/ Richard S. Denning 	 
	 	 	Name:  	Richard S. Denning 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	/s/ Martin Gausvik
 	 
	 	Martin Gausvik 	 
	 	 	 
	 




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