Paul
Gregrey
38 West 26 th Street, Apt 5B
New York, NY 10010
This letter
confirms our agreement (“Agreement”) regarding your
employment at Westwood One, Inc. and/or its Related Entities
(“Westwood” or the “Company”). Capitalized
terms used but not defined herein shall have the meaning set forth
in your employment agreement with Westwood One, Inc., effective
May 1, 2003, as amended (“Employment
Agreement”).
1. Your
employment with Westwood and the Employment Agreement terminated
effective September 19, 2008. In connection with the foregoing
and contingent upon your execution of and full compliance with the
terms of this Agreement, Westwood shall pay you $170,100 in two
installments as follows: (i) $145,100 by no later than
October 3, 2008 and (ii) $25,000 by no later than
March 31, 2009. Any payments provided to you herein shall be
reduced by appropriate deductions for federal, state, local taxes
and all other appropriate deductions and shall be paid in
accordance with Westwood’s normal payroll policies and
policies and practices regarding the payment of commissions. You
acknowledge that you have been paid all compensation, in cash or
otherwise, due to you from Westwood, and except as set forth above,
you shall not receive any other compensation in cash, salary,
commission, draw or bonus, for accrued and unused vacation, or
otherwise. Your right to receive, and the Company’s
obligation to pay, the payments contained in this Section 1
shall not arise until the Effective Date of this Agreement and
shall further depend upon your compliance with this Agreement and
your returning all of the Company’s property as described in
Section 7(a) herein.
2. In
exchange and as consideration for the representations, warranties,
covenants and release contained herein, you shall receive the
consideration set forth in Section 1.
3. In
consideration of the consideration described in Section 1 and
for other good and valuable consideration, you on your own behalf
and on behalf of your heirs, executors, administrators, attorneys,
agents, successors and assigns hereby voluntarily, knowingly and
irrevocably release and forever discharge, Westwood and its
present, former and future subsidiaries, divisions, related
entities, parents, successors, assigns, officers, agents,
representatives, attorneys, fiduciaries, administrators, directors,
stockholders, partners and employees (collectively, the
“Westwood Released Parties”) from all debts,
obligations, promises, covenants, agreements, contracts,
endorsements, bonds, controversies, suits, actions, causes of
action, judgments, damages, expenses, claims or demands, in law or
in equity, which you ever had, now have, or which may arise in the
future regarding any matter arising on or before the date of
execution of this Agreement, including but not limited to all
claims (whether known or unknown) regarding your employment at or
termination of employment from Westwood (including without
limitation any claim for earned and unused vacation days), any
contract (including without limitation your Employment Agreement),
any claim for equitable relief or recovery of punitive,
compensatory, or other damages or monies, attorneys’ fees,
any tort, and all claims for alleged discrimination based upon age,
race, color, sex, religion, national origin, or disability, or
other claims, including any claim, asserted or unasserted, which
could arise under Title VII of the Civil Rights Act of 1964; the
Age Discrimination in Employment Act of 1967, as amended; the Older
Workers Benefit Protection Act; the Americans With Disabilities Act
of 1990; the Civil Rights Act of 1866, 42 U.S.C. 1981; the Employee
Retirement Income Security Act; the Family and Medical Leave Act of
1993; the Civil Rights Act of 1991; the National Labor Relations
Act; the Sarbanes-Oxley Act of 2002; all amendments to the
foregoing and any other federal, state or local law, ordinance or
regulation, as well as common law and any claim of a violation of
public policy.
Paul
Gregrey
September 24, 2008
Page 2
4. In
consideration of the consideration described in Section 1
above and for other good and valuable consideration, you also
hereby specifically waive any and all rights or claims that you
have, or may hereafter have, to reinstatement or reemployment with
Westwood. Any reemployment shall be at the sole and absolute
discretion of Westwood.
5. (a) You
specifically and expressly hereby waive California Civil Code
Section 1542. By your signature hereto you certify that
you have read the following provision of California Civil Code
Section 1542: “A general release does not extend
to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the
debtor.”
(b) You further certify that you understand and
acknowledge that the significance and consequence of this waiver of
California Civil Code Section 1542 is that even if you should
eventually suffer additional damages arising out of the facts
referred to herein, you will not be able to make any claim for
those damages. Furthermore, you acknowledge that you intend
these consequences even as to claims for damages that may exist as
of the date of this release but which you do not know exist, and
which, if known, would materially affect your decision to execute
this release, regardless of whether your lack of knowledge is the
result of ignorance, oversight, error, negligence, or any other
cause.
6. Pursuant to and as a part of your
complete, total release and discharge of Westwood and the Westwood
Released Parties, you agree, not to sue or file a charge,
complaint, grievance or demand for arbitration in any forum except
to enforce this Agreement or assist or otherwise participate,
except as may be requir
|
