This
Agreement (“Consulting Agreement”) is made as
of the 27th day of April (the “Effective Date”) by and
between Andrew Hersam (“Consultant” or
“you”) and Westwood One, Inc.
(“Westwood”).
In
consideration of the foregoing and the terms hereinafter set forth
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Commencing on April 1, 2009,
Consultant shall provide services to Westwood as a consultant and
independent contractor upon reasonable request of the Board of
Directors of Westwood or Westwood’s President or his
designee. These services shall be such services as reasonably may
be required to achieve the objectives outlined for Consultant by
Westwood in connection with the negotiation and closing of a
cross-platform / corporate advertising sales deal with a media /
entertainment client.
2. The term for Consultant’s
provision of consulting services hereunder shall end on
May 29, 2009 (the “Consulting Term”), subject to
earlier termination by either party at any time in the event of a
material breach of this Agreement by the other party, which breach
remains uncured more than thirty (30) days after written
notice thereof.
3. Westwood shall provide Consultant with
office accommodations during the Consulting Term to the extent
reasonably necessary for Consultant to discharge its consulting
services hereunder. Westwood shall reimburse Consultant for
reasonable out of pocket expenses incurred by Consultant and
approved by Westwood in advance in connection with its provision of
services provided to Westwood pursuant to this
Agreement.
4. Consultant and Westwood intend and agree
that Consultant is an independent contractor and that nothing in
this Consulting Agreement shall be interpreted or construed as
creating or establishing the relationship of employer and employee,
agency, partnership, or joint venture between Westwood, on the one
hand, and Consultant, on the other hand. As an independent
contractor, Consultant shall not hold himself out to anyone as an
employee of Westwood, and Consultant shall not in the performance
of his services for Westwood use letterhead, business cards or any
other documents bearing the name Westwood. Except as authorized by
Westwood in writing, Consultant shall not have the authority to
bind Westwood with respect to any commitment, contract, obligation
or other matter or arrangement whatsoever, and shall not represent
that Consultant has such authority to any third party.
5. Provided that Consultant fully complies
with all of its obligations under this Consulting Agreement and his
Separation Agreement with Westwood One, dated April 27, 2009
(“Separation Agreement”) entered into concurrently with
this Agreement, and does not revoke the Separation Agreement
pursuant to Paragraph 5 therein, Westwood shall provide to
Consultant the following compensation: (a) a fixed fee of
$46,750 in the aggregate (the “Project Fee”), payable
in two (2) equal installments of $23,375 no later than
April 15, 2009 (which you have alread
