Employment Agreement

Exhibit 10.1

April 27, 2009

Andrew Hersam
9 Midbrook Lane
Darien, CT 06820

Dear Andy:

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 as of May 8, 2008 (“Employment Agreement”).

1. This confirms the termination of your employment with Westwood effective March 31, 2009 (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 this Agreement, Westwood shall provide you with the following:

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 pursuant to and 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, or otherwise other than pursuant to the Consulting Agreement between you and the Company dated April 27, 2009. 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 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.

Andrew Hersam
April 27, 2009
Page 2

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 under the Company’s certificate of incorporation, By-Laws, insurance policies or other written agreements with respect to indemnification; (d) your rights to payment for accrued but unreimbursed expenses pursuant to and in accordance with your employment agreement, or (e) any claims to enforce rights arising under the ADEA or other civil rights statute after the effective date of this Agreement.

3. For good and valuable consideration provided herein, you hereby (a) reaffirm your obligations under Sections 7 through 10 of the Employment Agreement (the “Restricted Covenants”), (b) agree that for the purpose of Section 6 of your Employment Agreement, the cessation of your employment hereunder shall be considered a termination of employment under Section 6(d) of your Employment Agreement, (c) acknowledge that such shall remain in full force and effect, and (d) understand that such provisions shall be fully enforceable in accordance with the terms and conditions of the Employment Agreement following your termination of employment with the Company. By your signature hereto you acknowledge that you have reviewed such paragraphs in connection with your review of this Agreement and understand the restrictions contained therein. You agree that the limitations set forth therein on your rights are reasonable and necessary for the protection of Westwood. In this regard, you specifically agree that the limitations as to period of time and geographic area, as well as all other restrictions on your activities specified therein, are reasonable and necessary for the protection of Westwood. The parties hereto agree that the remedy at law for any breach of your obligations under those Sections of the Employment Agreement would be inadequate and that Westwood shall be entitled to injunctive or other equita