CONSENT AGREEMENT
Exhibit 10.1
EXECUTION VERSION
THIS CONSENT AGREEMENT (this “Agreement”), dated as of January 8, 2008, is made by and between CBS Radio Inc. (“CBS Radio”), Westwood One, Inc., a Delaware corporation (“Westwood One”) and Xxxxxx F.X. Xxxxxx (“Xxxxxx”).
WHEREAS, CBS Radio manages Westwood One pursuant to a management agreement, as previously amended, having a term running through March 31, 2009 (the “Management Agreement”);
WHEREAS, Westwood One wishes to enter into an employment agreement with Xxxxxx, to serve as its Chief Executive Officer, substantially in the form attached hereto as Exhibit A (the “Employment Agreement”);
WHEREAS, pursuant to the Management Agreement and in accordance with this Agreement, CBS Radio is willing to have Xxxxxx serve as the new Chief Executive Officer of Westwood One; and
WHEREAS, CBS Radio, Xxxxxx and Westwood One wish to set forth their respective rights and obligations with respect to the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby acknowledge and agree to the following:
| 1. | CBS Radio hereby: |
| (a) | Agrees, pursuant to the Management Agreement, to have Xxxxxx serve as the new Chief Executive
Officer of Westwood One commencing on January 8, 2008; and |
| (b) | Agrees to reimburse Westwood One (subject to Westwood One’s compliance with the Management
Agreement) for all costs and expenses incurred by Westwood One under the Employment Agreement (for the
following periods) until the earlier of (i) the expiration of the term of the Management Agreement, and
(ii) the closing of the transactions set forth in the Master Agreement between CBS Radio and Westwood One
executed on October 2, 2007 (such earlier date to be referred to as the “Termination Date”).
Notwithstanding the foregoing, CBS Radio shall not be required to reimburse Westwood One for (a) any
contractual severance or termination obligations under the Employment Agreement (and Westwood One will
indemnify, defend and hold CBS Radio harmless from the same) other than to the extent that Xxxxxx is
terminated by Westwood One prior to the Termination Date at the written request of CBS Radio, (b) any
stock or equity related awards, (c) any third party broker’s or finder’s fees in connection with Xxxxxx’x
hiring, and (d) any travel and business expenses. |
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| 2. | The parties agree that pursuant to the Management Agreement and through the Termination Date, Xxxxxx shall take
direction from and report to both (a) the Board of Directors of Westwood One pursuant to the terms of the
Employment Agreement, and (b) the Chief Executive Officer of CBS Radio or his designee (the “CBS Radio
CEO”); provided, however, that if Xxxxxx receives directions from both Westwood One and the CBS Radio CEO that
conflict with each other, Xxxxxx shall be obligated to follow the directions from Westwood One and not those of
the CBS Radio CEO. Furthermore, CBS Radio will have no responsibility for any matter where Xxxxxx has followed
the direction of the Board of Directors of Westwood One in such conflict scenario and Westwood One will indemnify,
defend and hold CBS Radio harmless for any loss resulting from such matter. Any failure by Xxxxxx to follow the
conflicting directions of the CBS Radio CEO will not provide a basis for Westwood One to terminate Xxxxxx for a
“Cause Event” (as defined in the Employment Agreement), although the parties acknowledge that nothing herein shall
prohibit CBS Radio from requesting Westwood One to terminate Xxxxxx at any time through the Termination Date in
accordance with the Management Agreement. Xxxxxx and Westwood One agree that to the extent necessary, this
paragraph 2 shall constitute an amendment to the Employment Agreement, and all other terms and conditions of the
Employment Agreement are hereby ratified and confirmed and will remain in full force and effect. The parties
agree that prior to the Termination Date, there will be no amendment to the Employment Agreement without the
written approval of all three parties to this Agreement. |
| 3. | Westwood One, by and through its Board of Directors, agrees and acknowledges that paragraphs 1 and 2 above are
consistent with and in compliance with CBS Radio’s responsibilities and duties under the Management Agreement and
that Sections 1.8, 1.9 and 1.10 of the Management Agreement shall fully apply to Xxxxxx in the same manner as if
Xxxxxx were an employee of CBS Radio. Westwood One and CBS Radio agree that to the extent necessary, this
Agreement shall constitute an amendment to the Management Agreement and all other terms and conditions of the
Management Agreement are hereby ratified and confirmed and will remain in full force and effect. |
| 4. | Xxxxxx agrees that in consideration for CBS Radio’s consent to this Agreement, CBS Radio shall be entitled to and
Xxxxxx hereby grants to CBS Radio the following rights under the Employment Agreement: |
| (a) | Protection of CBS Radio’s Confidential Information (as defined in the Employment Agreement) to
the same extent as applicable to Westwood One pursuant to Section 9 of the Employment Agreement; |
| (b) | Copies of all notices from or to Xxxxxx pursuant to Section 17 of the Employment Agreement at
the CBS Radio address found below; |
| (c) | The provisions of Sections 21 and 22 of the Employment Agreement; and |
| (d) | The benefits of the Release (found as Exhibit A to the Employment Agreement), to the same
extent granted to Westwood One. |
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| 5. | Governing Law; Entire Agreement. This Agreement shall be governed in all respects, whether as to its
validity, construction, capacity, performance, or otherwise, by the laws of the State of New York, without regard
to its principles of conflict of laws. This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings among the
parties hereto with respect to the subject matter hereof, whether written or oral. |
| 6. | Successors and Assigns. This Agreement is binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns. |
[End of text – signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
CBS RADIO INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: V.P.
| Address: | Attn: General Counsel CBS Corporation 00 Xxxx 00 Xxxxxx Xxx Xxxx, XX 00000-0000 |
WESTWOOD ONE, INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: CAO & General Counsel
/s/ Xxxxxx F.X. Xxxxxx
Xxxxxx F.X. Xxxxxx
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EXHIBIT A
EMPLOYMENT AGREEMENT
[Intentionally omitted.]
A-1
