AMENDMENT NO. 4
TO EMPLOYMENT AGREEMENT BETWEEN
WESTWOOD ONE, INC. AND NORMAN J. PATTIZ
AMENDMENT No. 4 (“Amendment”) made to the
Employment Agreement dated as of April 29, 1998, as amended
(the “Employment Agreement”), by and between Westwood
One, Inc., a Delaware corporation (the “Company”), and
Norman J. Pattiz (the “Employee”). Except as provided
herein all terms and conditions set forth in the Employment
Agreement shall remain in full force and effect.
WHEREAS , the Company and the Employee have previously
entered into the Employment Agreement; and
WHEREAS , the Company and the Employee desire to amend
the Employment Agreement in a manner intended to address
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).
NOW, THEREFORE , effective December 31, 2008, the
Employment Agreement is hereby amended as follows:
1. Section 3.1 of the Employment
Agreement is hereby amended by adding the following sentence to the
end thereof:
“Any
bonus will be payable in accordance with the Company’s normal
payroll practices in the year following the year for which it is
earned.”
2. The first two sentences of
Section 3.3 of the Employment Agreement are hereby amended as
follows:
“Subject
to Section 12 hereof, the Company will continue
Employee’s compensation (base salary and cash incentive
compensation) at the full rate in equal bi-monthly installments for
a period of twelve (12) months after Employee is declared
permanently and totally disabled (including by reason of
Employee’s death) and unable to perform the duties of
Chairman of the Board of the Company. Thereafter, subject to
Section 12 hereof, the Company will pay to Employee
seventy-five percent (75%) of Employee’s annual salary,
payable in equal bimonthly installments, for the remainder of the
Extended Term.”
3. Section 6.2(a) of the Employment
Agreement is hereby amended in its entirety as follows:
“Upon
thirty (30) days’ advance written notice, Employee may
terminate this Agreement if it is materially breached by the
Company and such breach is not cured (to the extent such breach is
curable) by the Company within thirty (30) days after its
receipt of such written notice.”
4. Section 8.5(b) of the Employment
Agreement is hereby amended in its entirety as follows:
“If after
the occurrence of any Event of Change, (i) the Company
terminates this Agreement and Employee terminates his employment by
written notice thirty (30) days thereof (and such termination
of this Agreement is not cured by the Company within thirty
(30) days after its receipt of such notice), or (ii) the
Company terminates the employment of Employee, Employee (or his
estate) shall continue to receive, (in addition to the rights
described in Section 8.5(a) above and without waiver or
prejudice to any other rights or remedies Employee may have by
virtue of any improper termination), the salary compensation (base
salary and cash incentive compensation) for the remainder of the
Extended Term in accordance with
Section 3.1.”
