Exhibit 10.2
[WON Letterhead]
February 25, 2008
To:
Norman J. Pattiz
Re: Voting
Agreement
Dear
Mr. Pattiz:
In connection
with that certain Voting Agreement, dated as of the date hereof
(the “ Voting Agreement ”), by and among Gores
Radio Holdings, LLC (together with its designees that are
Affiliates of The Gores Group, LLC, the “ Purchaser
”) and each of the Stockholders signatory thereto, Westwood
One, Inc., a Delaware corporation (the “ Company
”), hereby agrees as follows:
1.
Company Agreement to Indemnify . The Company shall indemnify
and hold you harmless, solely in your capacity as a Stockholder, if
you become a party to or witness or other participant in, or are
threatened to be made a party to or witness or other participant
in, any threatened, pending or completed action, suit, proceeding
or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation that you reasonably believe might lead to
the institution of any such action, suit, proceeding or alternative
dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other (hereinafter, a “
Claim ”) against any and all reasonable expenses
(including reasonable attorneys’ fees and all other costs,
expenses and obligations incurred in connection with investigating,
defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in,
any such action, suit, proceeding, alternative dispute resolution
mechanism, hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be
unreasonably withheld) of such Claim (collectively, “
Expenses ”), including all interest, assessments and
other charges paid or payable in connection with or in respect of
such Expenses, reasonably incurred by you by reason of (or arising
out of) the fact that you are or were a party to the Voting
Agreement, except that the Company shall have no indemnification
obligation for any Expenses incurred by you in to the extent it
shall be finally determined by a court or arbitral tribunal that
such Expenses resulted primarily from your bad faith, gross
negligence or willful misconduct.
2.
Contribution . If the indemnification provided for in
Section 1 above for any reason is held by a court of
competent jurisdiction to be unavailable to you in respect of any
Expenses, then the Company, in lieu of indemnifying you hereunder
shall contribute to the amount of such Expenses paid or payable by
you as a result of any Claims (i) in such proportion as is
appropriate to reflect the relative benefits received by the
Company and you, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative
fault of the Company and you with respect to such Claims as well as
any other relevant equitable considerations. The Company and you
agree that it would not be just and equitable if contribution
pursuant to this Section 2 were determined by pro rata
or per capita allocation or by any other method of allocation that
does not take account of the equitable considerations referred to
in the immediately preceding sentence.
