AMENDMENT NO. 5 TO EMPLOYMENT
AGREEMENT
BETWEEN WESTWOOD ONE, INC. AND NORMAN J.
PATTIZ
The following, upon execution by the parties
hereto, shall constitute Amendment No. 5, dated as of
June 11, 2009 (the “Fifth Amendment”), by and
between Westwood One, Inc. (the “Company”) and Norman
J. Pattiz (“Employee”) to the Employment Agreement,
entered into by and between the Company and Employee, made as of
April 29, 1998, as amended by the Amendment to Employment
Agreement between the Company and Employee, dated as of
October 27, 2003, by the Amendment No. 2 to Employment
Agreement between the Company and Employee, dated as of
November 28, 2005, by the Amendment No. 3 to the
Employment Agreement between the Company and the Employee dated
January 8, 2008 and by the Amendment No. 4 to the
Employment Agreement between the Company and the Employee dated
December 31, 2008 (as amended, the “Agreement”).
Capitalized terms used but not defined herein have the meaning set
forth in the Agreement. The parties hereto agree that the terms of
the Agreement are hereby modified as set forth herein. In the event
of a conflict between the terms of the Agreement and the terms of
this Fifth Amendment, the terms of this Fifth Amendment shall
prevail. For the avoidance of doubt, this Agreement shall not
supersede the letter to Employee from David A. Hillman, dated
May 25, 2005, regarding the options granted to Employee on
December 1, 2003 and December 1, 2004.
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1.
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Section 2 of the Agreement is
hereby deleted in its entirety and replaced with a new
Section 2 to read as follows:
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“The term
of employment shall be extended for an additional period beginning
June 16, 2009 and continuing through June 15, 2011 (the
“Extended Term”). In the event that the Agreement
expires effective June 15, 2011 and the Company determines not
to renew the Agreement, the Agreement will be deemed terminated;
provided, however, that the Company will continue to engage
Employee as a part-time employee and/or consultant (at the
Company’s option) through November 30, 2015, or such
earlier time as Employee voluntarily terminates his service with
the Company (the “Continued Engagement Period”). The
provisions of Section
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