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AMENDMENT (“Amendment”) made to the Employment
Agreement dated as of July 7, 2008 (the “Employment
Agreement”), by and between Westwood One, Inc., a Delaware
corporation (the “Company”), and Steven Kalin (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. The penultimate sentence of Section 4(b)
of the Employment Agreement is hereby amended in its entirety as
follows:
“Any cash
component of 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 and no later than the date the majority
of “Comparable Employees” (as defined below) are paid,
but in no event later than April 30 of the applicable calendar
year.”
2. The first
sentence of Section 6(c) is hereby amended in its entirety as
follows:
“In the
event of any termination of Employee’s employment (provided
that the benefit described in clause (ii) below shall not be
paid in the event of a termination of employment by the Company
upon a Cause Event), Employee (or Employee’s estate, as the
case may be) shall be entitled to receive (i) the Base Salary
herein provided prorated to the date of such termination in
accordance with Section 4(a) hereof; (ii) subject to the terms
of Section 4(b) hereof, any annual discretionary bonus earned for
any completed calendar year immediately preceding the date of
termination, but not yet paid; (iii) subject to the terms of
Section 17 he
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