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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: Westwood One, Inc You are currently viewing:
This Employment Agreement involves

Westwood One, Inc

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Title: EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 7/11/2008
Industry: Broadcasting and Cable TV     Sector: Services

EMPLOYMENT AGREEMENT, Parties: westwood one  inc
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Exhibit 10.1

EMPLOYMENT AGREEMENT

This Agreement (“ Agreement ”) is entered into by and between Steven Kalin (“ 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.

2. Term of Employment. Subject to the provisions for termination hereinafter provided, Employee’s term of employment by the Company shall commence on July 7, 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 and Chief Operating Officer. 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 offices located in the New York City metropolitan area.

(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.

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(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 $37,500 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 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 $450,000 for each calendar year during the Employment Period (which discretionary bonus shall be pro-rated for 2008) 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 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. Employee shall not be eligible for any bonus for a calendar year, pro-rated or otherwise, if (i) Employee is not an Employee of the Company at the end of the applicable calendar year, or (ii) 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 425,000 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); provided , however , that Employee shall be entitled to three (3) weeks of vacation during 2008. 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.

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(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.

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.

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 (each, a “ Cause Event ”); provided , that , in the case of clauses (i) through (iii) 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 materially breached any provision of this Agreement (other than Section 7, 8 or 10 hereof, which are governed by Section 6(a)(iii) hereof), (B) willfully breached any statutory or common law duty, including any fiduciary duty owed to the Company; (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, 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 breaches any of the provisions of Section 7, 8 or 10 hereof or breaches any of the terms or obligations of any other non-competition and/or confidentiality agreements entered into between Employee and the Company, or the Company’s Related Entities, if any;
  (iv)  
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
  (v)  
if Employee engages in a conflict of interest or self-dealing.

For purposes of this Section 6(a), no act or failure to act on the part of Employee shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without a reasonable basis for belief that such act or failure to act is in the best interests of the Company.

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(b) Employee’s employment with the Company shall automatically terminate (without notice to Employee’s estate) upon the death of Employee. Employee’s employment with the Company may be terminated upon ten (10) day’s prior written notice by the Company to Employee upon Employee’s Disability. For purposes of this Agreement, the term “Disability” means Employee’s inability, 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 90 days or for a non-continuous period of 120 days in the aggregate in any 365-day 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.

(c) 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 termination, (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 5 hereof, reimbursement for any business expenses properly incurred and paid prior to and including the date of termination; (iv) Employee’s then current entitlement, if any, under the Company’s employee benefit plans and programs, including payment for any accrued and unused vacation in accordance with Company’s standard policy; and (v) 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) during the first year of the Term or (II) Employee is terminated in connection with a “Change of Control”, 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 prior to the first anniversary of the Effective Date, one third (1/3) of the 2008 Signing Award shall vest effective on the date of termination and shall be

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exercisable for the longer of: (i) the date of termination through the first anniversary of the Effective Date and (ii) ninety (90) days from the date of termination; and (z) if Employee is terminated upon or within twenty-four (24) months following a Change in Control (as defined below) of the Company, all outstanding equity awards held by Employee shall become fully vested and immediately exercisable and shall remain exercisable in accordance with the terms and conditions of the applicable equity plan and award agreements under which they were granted. 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). Notwithstanding the foregoing, if either (I) the Company terminates Employee’s employment other than pursuant to Section 6(a) or 6(b) during the second or third year of the Term, or (II) Employee elects to terminate his employment for Good Reason as expressly described in Section 6(e) below, instead of the Termination Amount set forth in clause (x) above, the Company shall pay Employee: (i) 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 if Employee is terminated at any time during the second year of the Term and (ii) one times the annual Base Salary to be paid in equal installments over the one-year period on a schedule that mirrors the Company’s then effective payroll practices if Employee is terminated at any time during the third year of the Term; 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)). For the avoidance of doubt, clause (z) shall also apply to such termination to the extent applicable.

(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 the occurrence of one of the following: (i) a material diminution in Employee’s authority or responsibilities; or (ii) a material diminution in Employee’s Base Salary or Employee’s title.

(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), 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 Emp


 
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