EMPLOYMENT AGREEMENT

Exhibit 10.49

EMPLOYMENT AGREEMENT

This Agreement (“ Agreement ”) is entered into by and between Jonathan S. Marshall (“ Employee ”) and Westwood One, Inc. (the “ Company ”).

1. Employment. The Company hereby employs Employee, and Employee accepts such employment, and agrees to devote Employee’s full time and efforts to the interests of the Company upon the terms and conditions hereinafter set forth. Notwithstanding the foregoing, it is understood and agreed that for a period of sixty (60) days after the Effective Date, Employee shall continue to operate and wind-down his law firm, JS Marshall & Assoc. solely to the extent such services are limited to closing pending transactions and the law firm; and provided, further, that such matters shall not materially interfere with Employee’s services hereunder during such 60-day period. Employee acknowledges and agrees that “time is of the essence” in closing his law firm.

2. Term of Employment. Subject to the provisions for termination hereinafter provided, Employee’s term of employment by the Company shall commence on April 14, 2008 (the “ Effective Date ”) and shall continue in effect until the third anniversary thereof (the “ Term ”). If the Company desires not to extend this Agreement, it shall deliver written notice to Employee on or prior to the 90 ^th day immediately preceding the expiration of the Term of its intention to terminate this Agreement effective on the last day of the Term. Unless otherwise terminated pursuant hereto, if Employee continues to be employed by the Company after the Term, then Employee’s employment shall be deemed to continue until such time as either party shall deliver written notice to the other party and this Agreement shall terminate thirty (30) days after the giving of such notice. The period from the Effective Date through the date of termination is hereinafter referred to as the “ Employment Period ”.

3. Services to be Rendered by Employee.

(a) During the Employment Period, Employee shall serve as Executive Vice President, Business Affairs & Strategic Development. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the CEO of the Company. Employee shall devote all of Employee’s professional time, energy and ability to the proper and efficient conduct of the Company’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the Chief Executive Officer, the Board of Directors (the “Board”) or their designee and endeavor to promote the interests of the Company and not at any time do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. Employee shall report directly to the Chief Executive Officer and shall be based out of the Company’s Culver City offices.

(b) The Company may from time to time call on Employee to perform services related to the business of developing and broadcasting network and syndicated radio programming and traffic, news, sports and weather reports, which may include (in the Company’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company’s business, as reasonably requested from time to time by the Chief Executive Officer, the President, the Board of Directors or their designee.

(c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty.

(d)  EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

4. Compensation.

(a)  Base Salary. For the services to be rendered by Employee during the Employment Period, the Company shall pay Employee, and Employee agrees to accept a monthly base salary (the “ Base Salary ”) of $31,250 for the Employment Period, payable in accordance with the Company’s normal payroll practices. Employee shall be eligible for annual increases in his Base Salary in an amount of up to five percent (5%), in the sole and absolute discretion of the Compensation Committee or their designee.

(b)  Discretionary Bonus. Employee shall be eligible for an annual discretionary bonus valued at up to $250,000 for each of calendar years 2008, 2009 and 2010 in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee. The Company may use Employee’s and the Company’s achievement of financial goals as general guidelines to determine Employee’s eligibility for a discretionary bonus. Any cash component of any bonus will be payable in accordance with the Company’s normal payroll practices and no later than (i) April 30, 2009 (in the case of the bonus for 2008), (ii) April 30, 2010 (in the case of the bonus for 2009) and (iii) last day of the Term (in the case of the bonus for 2010). Employee shall not be eligible for any bonus for a calendar year, pro-rated or otherwise, if Employee is not an Employee of the Company: (i) at the end of the applicable calendar year; (ii) at the time such bonus is to be paid, or (iii) if Employee has materially breached this Agreement, which breach remains uncured in accordance with Section 6(a) hereof.

(c)  Equity Compensation . Company management hereby agrees that prior to the Effective Date, it shall recommend that the Compensation Committee grant Employee on the Effective Date an award of equity compensation of stock options to purchase 300,000 shares of Company common stock to vest in three equal installments on each anniversary of the Effective Date, subject to the terms and conditions of the Company’s equity compensation plan (such award, the “ 2008 Signing Award ”). The exercise price of such stock options will be the closing price of the Company’s common stock on the date of grant by the Compensation Committee (i.e., the Effective Date).

(d)  Equity Awards. Employee shall be eligible for such future grants of equity compensation recommended by Company management, subject to the approval of and in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee. All equity compensation granted to Employee, including such awards made pursuant to Sections 4(c) and 4(d) hereof, shall be granted subject to the terms and conditions of the Company’s equity compensation plan, and using such form award as the Compensation Committee has approved for grants to Company employees.

(e)  Benefits. During the Employment Period, Employee shall accrue vacation on a monthly basis and at a rate of four (4) weeks per year (pro-rated for partial years). Except as expressly set forth herein, any vacation time shall be subject to prevailing practice and/or policies of the Company in regard to vacations for its employees. Employee shall be entitled to participate in all benefits plans that may be established by the Company for employees that report directly to the CEO (such employees, “ Comparable Employees ”), subject to the terms and conditions of such plans.

(f)  Total Compensation. Employee agrees and acknowledges by his signature hereto that the compensation set forth in this Section 4 constitutes all of the compensation payable to Employee for his services hereunder and that no other compensation shall be due to Employee hereunder.

(g)  Signing Bonus. In addition to other amounts due hereunder, Company agrees to pay to Employee within 30 days of the Effective Date, the amount of $70,000 as a signing bonus to defer costs associated with closing his law firm, including early termination of the existing lease of the office. Notwithstanding the foregoing, in the event that Employee is able to reduce the cost of terminating his lease (which Employee presently represents is $45,000) then in such event Employee agrees to reimburse Company for an amount equal to the difference between $45,000 and the actual cost to terminate such lease.

5. Expenses. Subject to compliance by Employee with such policies regarding expenses and expense reimbursement as may be adopted from time to time by the Company, the Company shall reimburse Employee, or cause Employee to be reimbursed, in cash for all reasonable expenses. In addition, Employee will continue to maintain his law license in the state of California during the Term and in connection therewith, the Company agrees to reimburse Employee for his actual, out-of-pocket costs for bar dues as well as reasonable costs associated with attending MCLE courses (the cost of the course only, no travel or lodging or other expenses) required by the state of California for such purpose.

6. Termination of Employment.

(a) During the Employment Period, the Company shall have the right to terminate the employment of Employee hereunder immediately by giving notice thereof to Employee if any of the following has occurred, which notice shall state the circumstances or events constituting Cause; provided, that, in the case of clauses (i) through (iv) of this Section 6(a), Employee shall be given a reasonable opportunity to cure, but in no event more than ten (10) business days, to the extent such act or failure to act is curable:

(i) if Employee has (A) failed, refused or habitually has neglected to carry out or to perform the reasonable duties required of Employee hereunder or otherwise breached any provision of this Agreement (other than Sections 7, 8 or 10 hereof, which are governed by Section 6(a)(iv) hereof), (B) willfully breached any statutory or common law duty; (C) breached Section 3(c) or 3(d) of this Agreement; or (D) violated any of the Company’s internal policies or procedures.

(ii) if Employee is convicted of a felony or a crime involving moral turpitude, or enters into a plea of nolo contendere or guilty to, a felony or a crime involving moral turpitude, or if Employee has willfully engaged in conduct which would injure the reputation of the Company in any material respect or otherwise adversely affect its interests in any material respect if Employee were retained as an employee of the Company;

(iii) if Employee becomes unable by reason of physical disability or other incapacity (as may be defined in applicable disability insurance policies) to carry out or to perform the duties required of Employee hereunder for a continuous period of ninety (90) days or for a non-continuous period of one hundred twenty (120) days in the aggregate in any twelve (12)-month period; provided , however , that Employee’s compensation during any period in which Employee is unable to perform the duties required of Employee hereunder shall be reduced in accordance with the Company’s policies and by any disability payments (excluding any reimbursements for medical expenses and the like) which Employee is entitled to receive under group or other disability insurance policies of the Company during such period;

(iv) if Employee breaches any of the provisions of Sections 7, 8 or 10 hereof or breaches any of the terms or obligations of any other confidentiality agreements entered into between Employee and the Company, or the Company’s Related Entities, if any;

(v) if Employee commits an act of fraud, misrepresentation or dishonesty related to his employment with the Company, or steals or embezzles assets of the Company; or

(vi) if Employee engages in a conflict of interest or self-dealing.

(b) Employee’s employment with the Company shall automatically terminate (without notice to Employee’s estate) upon the death or loss of legal capacity of Employee.

(c) In the event of any termination of employment pursuant to Section 6, Employee (or Employee’s estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base Salary prorated to the date of such termination, (ii) Employee’s then current entitlement, if any, under the Company’s employee benefit plans and programs, including payment for any accrued and unused vacation and any vested portion of the equity compensation previously awarded to Employee and (iii) no other compensation. The parties agree that the payments set forth in this Section 6(c) constitute all of Company’s obligations, monetary or otherwise, to Employee under the terms of this Agreement in the event of Employee’s termination pursuant to Section 6(a) or 6(b). Additionally, if Employee is terminated pursuant to Section 6(a), all of Employee’s equity compensation (including, without limitation, any granted pursuant to this employment agreement or otherwise), vested and unvested, shall terminate and expire, except in the case of vested stock options which Employee has exercised prior to the date of termination (for the avoidance of doubt, all vested equity compensation (except for stock options which have been exercised) shall be forfeited in the event of a termination pursuant to Section 6(a)). Notwithstanding the foregoing, in the case of a termination pursuant to Sections 6(d) or 6(e), additional payments shall be due as expressly set forth below.

(d) The Company may terminate Employee’s employment hereunder during the Term effective at any time upon written notice to Employee. In the event that: (I) the Company terminates Employee’s employment other than pursuant to Section 6(a) or 6(b); (II) Employee is terminated in connection with a “Change of Control” or (III) Employee elects to terminate his employment for Good Reason as expressly described in Section 6(e) below, subject in all cases to Employee’s executing and not revoking a waiver and general release substantially in the form attached as Exhibit A hereto, which may be modified for changes in law and for consistency with the Company’s standard form required for other senior officers of the Company from time to time (the “ Release ”): (x) the Company shall pay Employee the lesser of (the lesser of (i) or (ii), the “ Termination Amount ”): (i) remaining Base Salary due to Employee through the end of the Term, to be paid in equal payments over the

remainder of the Term on a schedule that mirrors the Company’s then effective payroll practices and (ii) two times the annual Base Salary to be paid in equal installments over the two-year period on a schedule that mirrors the Company’s then effective payroll practices; provided, however, that in the case of (i) or (ii) the six-month delay set forth in Section 17(b) shall apply to such amounts to the extent they exceed the Separation Pay Limit (as defined in Section 17(b)); (y) if Employee is terminated in the first year of the Term, 1/3 of the 2008 Signing Award shall vest effective on the date of termination; and (z) if Employee is terminated after the first year of the Term, any equity compensation previously awarded to Employee (including, without limitation, any granted pursuant to this employment agreement or otherwise) that as of the date of termination has not vested, shall vest so that Employee receives on the date of termination a pro rata portion (the “ Pro Rata Portion ”) of any previously granted award which shall be calculated as follows with respect to each such award (including the 2008 Signing Award): (x) the number of shares which would have vested on the next installment/vesting date multiplied by the number of days in such year of the Term for which Employee was employed, divided by (y) the number of days in such year (i.e., 365 unless such year is a leap year). By way of example only, if Employee is terminated on June 15, 2009 (i.e., 45 days after the Effective Date, assuming for purposes of this example, an Effective Date of May 1, 2008), pursuant to this clause (z) hereof, Employee would be entitled to 45/365 of any unvested portion of any equity compensation awarded to Employee as of the date of termination (e.g., any award made in early 2009, if any, and the 2008 Signing Award). If Employee is terminated on June 15, 2010, under clause (z) hereof, Employee would be entitled to an additional 45/365 of any unvested portion of any equity compensation awarded to Employee as of the date of termination (e.g., any award made in early 2009 and early 2010, if any, and the 2008 Signing Award). For the avoidance of doubt, it is understood and agreed that notwithstanding anything contained herein to the contrary, Employee shall have no duty to mitigate in the event that Company exercises its rights pursuant to this Section 6(d).

(e) Provided the Company has not notified Employee that he is being terminated pursuant to Sections 6(a) and 6(b) hereof, Employee may terminate his employment hereunder effective at any time upon written notice to the Company for Good Reason provided such notice is given to the Company within thirty (30) days after the triggering event. For purposes hereof, “Good Reason” shall mean that a material portion of Employee’s duties are withdrawn or significantly diminished.

(f) The Company shall provide the Release to Employee within seven (7) business days following the date of termination. In order to receive the payments and benefits under Section 6(d) or 6(e), Employee shall be required to sign the Release within 21 or 45 days after the date it is provided to him, as required by applicable law, and not revoke it within the seven day period following the date on which it is signed. All payments delayed pursuant to the foregoing, except to the extent delayed pursuant to Section 17(b), shall be paid to Employee in a lump sum on the first Company payroll date on or following the sixtieth (60 ^th ) day after the date of termination, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

7. No Conflict of Interest; Proper Conduct. (a) (x) During the Term and in any event, not less than ninety (90) days after the Employment Period if Employee is terminated pursuant to Sections 6(a) or 6(b) or (y) during the Employment Period and for an additional period equal to the time period during which Employee is paid severance by the Company after the Employment Period if Employee is terminated pursuant to Sections 6(d) or 6(e) (notwithstanding the foregoing, such period described in this Section 7(a)(y)