Thomas F.X.
Beusse
73 Thrush Lane
New Canaan, Connecticut 06840
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., dated
January 8, 2008 (“Employment
Agreement”).
1. This
confirms your resignation of your employment with Westwood and from
the Board of Directors of Westwood effective October 20, 2008
(the “Termination Date”) and the termination of your
Employment Agreement effective on the Termination Date. In
connection with the foregoing and contingent upon your execution of
and full compliance with the terms of this Agreement, Westwood
shall provide you with the following:
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(a)
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subject to Section 23(b) of your
Employment Agreement, continued payment of an amount equal to two
times the sum of (A) the Base Salary, plus (B) $250,000, in
equal periodic installments over a period of two years from the
Termination Date (the “Severance Period”), paid in
accordance with the Company’s normal payroll policies as if
you continued to be an employee of the Company (but off
payroll);
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(b)
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the Minimum 2008 Bonus in an amount
equal to $300,000, paid in 2009 when the Company otherwise pays
bonuses to it senior executive officers;
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(c)
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one-third (1/3) of the options
granted under the Sign-on Grant shall immediately vest as of the
Termination Date and shall be exercisable through the period that
is 90 days from the Termination Date; and
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(d)
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subject to your (x) timely
election of continuation coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”)
with respect to the Company’s group health insurance plans in
which Employee participated immediately prior to the date of
termination (“COBRA Continuation Coverage”), and
(y) continued payment of premiums for such plans at the active
employee rate (excluding, for purposes of calculating cost, an
employee’s ability to pay premiums with pre-tax dollars), the
Company shall provide COBRA Continuation Coverage for Employee
until the earliest of (A) the end of the Severance Period,
(B) Employee ceasing to be eligible under COBRA,
(C) eighteen (18) months following the date of
termination, and (D) Employee becoming eligible for coverage
under the health insurance plan of a subsequent
employer.
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Thomas F.X.
Beusse
October 30, 2008
Page 2
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 other
than payment for accrued but unreimbursed expenses in accordance
with your Employment Agreement, 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
including your returning all of the Company’s property as
described in Section 9 herein.
2. For
good and valuable consideration received in connection with your
termination of employment with the Company, you do hereby release
and forever discharge and covenant not to sue the Company, the
Related Entities and their respective subsidiaries and affiliates
and their respective directors, members, partners, officers,
managers, employees, agents, stockholders, successors and assigns
(both individually and in their official capacities) and its and
their predecessors or successors (collectively, the
“Releasees”), from any and all actions, causes of
action, covenants, contracts, claims, demands, suits, and
liabilities whatsoever, which you ever had or now have or which you
or any of your heirs, executors, administrators and assigns
hereafter can, shall or may have by reason of or relating to your
employment with the Company as of the effective date of this
Agreement.
By signing this Agreement, you are providing a
complete waiver of all claims against the Releasees that may have
arisen, whether known or unknown, up until the effective date of
this Agreement. This includes, but is not limited to, claims based
on Title VII of the Civil Rights Act of 1964, the Civil Rights Act
of 1866, the Age Discrimination in Employment Act of 1967
(including the Older Workers Benefit Protection Act) (the “
ADEA ”), the Americans With Disabilities Act, the Fair
Labor Standards Act, the Equal Pay Act, the Family and Medical
Leave Act, the Employee Retirement Income Security Act of 1974
(“ ERISA ”) (except as to claims pertaining to
vested benefits under employee benefit plans covered by ERISA and
maintained by the Releasees), and all applicable amendments to the
foregoing acts and laws, or any common law, public policy, contract
(whether oral or written, express or implied) or tort law, and any
other local, state or Federal law, regulation or ordinance having
any bearing whatsoever on the terms and conditions of your
employment. This Agreement shall not, however, constitute a waiver
of: (a) your rights under any employee benefit plan currently
maintained by the Company; (b) your rights under the
Employment Agreement intended to survive your termination of
employment; (c) your rights to payment for accrued but
unreimbursed expenses; (d) your rights under the
Company’s certificate of incorporation, By-Laws, insurance
policies or other written agreements with respect to
indemnification; or (e) any claims to enforce rights arising
under the ADEA or other civil rights statute after the effective
date of this Agreement.
Thomas F.X.
Beusse
October 30, 2008
Page 3
3. For
good and valuable consideration provided herein, you hereby
(a) reaffirm your obligations under Sections 8 through 12
of the Employment Agreement, (b) agree that for the purpose of
Section 8 of your Employment Agreement only, the cessation of your
employment hereunder shall be considered a termination of
employment under Section 7(
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