EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN WESTWOOD ONE, INC. AND XXXXXX X. XXXXXX
The following, upon execution by the parties hereto shall constitute an
amendment to the Employment Agreement entered into by and between Westwood One,
Inc. (the "Company") and Xxxxxx X. Xxxxxx ("Employee"), made as of April 29,
1998 (the "Agreement").
1. Section 2 of the Agreement shall be amended to extend the term of
employment for an additional term of five (5) years beginning December 1,
2003 and continuing through November 30, 2008 (the "Extended Term"). In the
event the Agreement expires effective November 30, 2008 and the Company
determines not to renew the Agreement, the Agreement will be deemed
terminated; provided, however, that the Company will continue to engage
Employee as a part-time employee and/or consultant (at Company's option)
for a period of six (6) years through November 30, 2015 (the "Continued
Engagement Period"). During the Continued Engagement Period: (i) only the
terms and conditions contained in Section 5 of the Agreement shall continue
to apply to Employee; the remainder of the Agreement shall no longer be of
any force and effect. (ii) Employee will neither employ nor offer to employ
nor solicit employment, directly or indirectly, of any employee or
consultant of the Company or its related entities; (iii) Employee will not,
directly or indirectly, solicit any customer, advertiser, client and/or
sponsor of the Company or its related entities or solicit, divert or
attempt to divert any business, patronage or customer of the Company; and
(iv) Employee's Option Shares as set forth in Section 4 of the Agreement
will continue to vest until the end of the Continued Engagement Period.
2. Sections 4 through 4.9 of the Agreement shall be deleted in their entirety
and replaced with the following:
"4. Stock Options.
Beginning on December 1, 2003 and on each subsequent December 1 during the
Extended Term (each, a "Grant Date"), the Company shall grant to Employee a
non-qualified option to purchase 50,000 shares of common stock (each, the
"Option Shares") under the Company's 1999 Stock Incentive Plan, as amended (the
"Plan"). Employee may exercise, in whole or in part, 20% of each Option Shares
on each of the five (5) anniversary dates subsequent to the Grant Date of the
respective Option Shares. Notwithstanding the foregoing: (i) any Option Shares
granted to you shall be subject to the terms and conditions set forth in any
stock option agreement between you and the Company and the Plan, including, but
not limited to, termination dates, restrictions and expirations set forth
therein; and (ii) in the event the current Plan is amended or superceded to
provide terms and conditions regarding vesting of Option Shares granted to
Company Directors that are more favorable than the terms contained herein, the
more favorable terms shall apply to future Option Shares to be granted
hereunder. In such event the Continued Engagement Period will no longer apply.
If a Partial Event of Change or an Event of Change occurs (as defined in
Section 8 of the Agreement hereof), the Option Shares shall become exercisable
at the election of Employee in accordance with Sections 8.4 or 8.5 hereof."
3. Schedule 1 shall be amended to reflect a base salary at the annual rate of
$400,000 for each contract year during the Extended Term.
4. All other provisions of the Agreement shall remain unmodified and in full
force and effect.
5. The effective date of this Amendment shall be the date of execution set
forth below.
IN WITNESS WHEREOF, this Amendment is EXECUTED as of the 27th day of October,
2003.
WESTWOOD ONE, INC.
By:/S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
EMPLOYEE
/S/ XXXXXX X. PATTZ
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Xxxxxx X. Xxxxxx
