EXHIBIT 10.17
EXECUTION COPY
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of June 1, 1999 (this "Agreement"), is
entered into by and between XXXXXXX X. XXXXXXXX ("Employee") and WESTWOOD ONE,
INC., a Delaware corporation (the "Company").
RECITALS:
WHEREAS, the Company is in the business of managing a sales force, selling
broadcast and other advertising, and developing, producing and broadcasting
traffic, news, sports, weather and other information reports throughout the
United States; and
WHEREAS, Employee has extensive management, marketing and operations
experience; and
WHEREAS, the Company desires to engage the services of Employee to serve as
President and Chief Operating Officer of the Company's Metro/Shadow operations
("Metro/Shadow") on the terms and conditions herein contained; and
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment. The Company hereby engages and employs Employee, and
Employee accepts such employment, to render such services to the Company as
President and Chief Operating Officer of Metro/Shadow as are customarily
rendered by and required by such a position, and Employee agrees to devote
Employee's full time and efforts to the interests of the Company upon the terms
and conditions hereinafter set forth.
2. Term of Employment. Subject to the provisions for termination
hereinafter provided, Employee's term of employment by the Company shall
commence at the Effective Time (as defined in the Agreement and Plan of Merger,
dated as of June 1, 1999, by and among the Company, Metro Networks, Inc. and
Copter Acquisition Corp. (the "Effective Date"), and shall continue in effect
until the later of (i) twenty-four (24) months from the Effective Date and (ii)
December 31, 2001 (the "Term"). Unless otherwise terminated pursuant hereto, if
Employee continues to be employed by the Company after the Term, then Employee's
employment shall be deemed to continue on a month-to-month basis until such time
as either party shall deliver written notice to the other party and this
Agreement shall terminate ninety (90) days after the giving of such notice.
Except as otherwise set forth herein, if either party hereto desires to
terminate this Agreement at the end of the Term or thereafter, the same ninety
(90) days prior written notice shall apply. The period from the Effective Date
through the date ninety (90) days from the date any notice of termination
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referred to above is delivered is hereinafter referred to as the "Employment
Period". Unless otherwise terminated pursuant to Section 7, if the Company
terminates Employee's employment at the end of the Term or anytime thereafter,
or the parties are unable to agree on the terms of a new agreement at the end of
the Term and Employee terminates his employment, the Company shall pay Employee
the equivalent of his monthly Base Salary (as defined herein) for ninety (90)
days following the end of Employee's employment.
3. Services to be Rendered by Employee.
(a) During the Employment Period, Employee shall serve as President and COO
of Metro/Shadow. Employee shall perform such executive duties as from time to
time may be delegated to Employee by such parties. Employee shall devote all of
Employee's professional time, energy and ability to the proper and efficient
conduct of the Company's business. Employee shall observe and comply with all
reasonable lawful directions and instructions by and on the part of the Chief
Executive Officer or the Board of Directors of the Company (the "Board of
Directors") or their designees, and endeavor to promote the interests of the
Company and not at any time do anything which may cause or tend to be likely to
cause any loss or damage to the Company in business, reputation or otherwise.
(b) The Company may from time to time call on Employee to perform services
related to the business of developing and broadcasting traffic, news, sports and
weather reports, which may include (in the Company's sole discretion)
contributing to the day-to-day management and operation of such business,
soliciting Sponsors, Corporate Affiliates (as such terms are defined in Section
14 hereof) or customers or dealing with their accounts, or the television or
radio broadcast of traffic, news, sports and weather reports, or other
activities related to the Company's business, as reasonably specified from time
to time by the Chief Executive Officer, the Board of Directors or their
designees. The Company shall not relocate Employee to another city without
Employee's prior consent.
(c) Employee acknowledges that the Company does not allow personal trade.
4. Compensation.
(a) Base Salary. For the services to be rendered by Employee during
Employee's employment by the Company, the Company shall pay Employee, and
Employee agrees to accept, a base salary (the "Base Salary") of $325,000 for
year one and $350,000 for year two, in each case payable in accordance with the
Company's standard payroll procedures.
(b) Bonus. Employee shall be eligible for a potential cash bonus of
$125,000 for year one and $150,000 for year two, in each case based on achieving
cash flow objectives established by the Chief Executive Officer, which
objectives may be modified by the Chief Executive Officer based on changes in
facts or circumstances in his/her reasonable discretion.
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(c) Options. Employee will be granted options, at the then current market
price on the date of grant, under the Company's 1999 Stock Option Plan to
purchase seventy-five thousand (75,000) shares, of the Company's common stock,
par value $.01 per share, on each of the Effective Date and the first
anniversary of the Effective Date. The option agreement relating to such options
shall provide that such options shall vest ratably over 5 years, provided,
however, that vesting will be accelerated if employee is terminated without
cause (for purposes of this Agreement, termination for cause shall be limited to
termination pursuant to Sections 7(a)(i), (ii), (iv) and (v) hereof), or if this
Agreement is not renewed on terms substantially similar to this Agreement,
excluding the annual grant of stock options.
5. Expenses. Upon submission of all necessary properly completed expense
reports requested by the Company, the Company shall reimburse Employee, or cause
Employee to be reimbursed, in cash for all reasonable, receipt-supported,
business expenses incurred by Employee in accordance with the Company's policies
in effect from time to time.
6. Benefits.
(a) Company Plans; Insurance. During the Term, Employee shall receive all
the benefits currently available to comparable level employees of the Company.
Employee recognizes the right of the Company to change, amend or terminate any
of the afore-mentioned employee benefit programs at any time.
(b) Vacation. Employee shall be entitled to vacation time in accordance
with the Company's employee handbook. Such vacation time may only be used
subject to reasonable approval by the Chief Executive Officer of the Company.
(c) Years of Service. For purposes of determining years of service,
Employee shall be given credit for years of service at Metro/Shadow and its
subsidiaries.
7. Termination of Employment; Suspension.
(a) During the Employment Period, the Company shall have the right, to
terminate the employment of Employee hereunder immediately with or without
notice thereof to Employee in the event of any of the following:
(i) if Employee has (A) willfully failed, refused or habitually has
neglected to carry out or to perform the reasonable duties required of
Employee hereunder or otherwise breached any material provision of this
Agreement (other than Sections 8 and 13 hereof, which are governed by
Section 7(a)(iv) hereof) after ten (10) days prior written notice from the
Chief Executive Officer or the Board of Directors of such failure or
neglect and the failure or neglect remains unremedied following such ten
(10) days period, or (B) willfully breached any statutory or common law
duty.
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(ii) if Employee is convicted of a felony or a crime involving moral
turpitude or if the Company, acting in good faith and upon reasonable
grounds, determines that Employee has willfully engaged in conduct which
would injure the reputation of the Company or otherwise adversely affect
its interest if Employee were retained as an employee of the Company;
(iii) if Employee becomes unable by reason of physical disability or
other incapacity (as may be defined in applicable disability insurance
policies) to carry out or to perform the duties required of Employee
hereunder for a continuous period of ninety (90) days; provided, however,
that Employee's compensation during any period in which Employee is unable
to perform the duties required of Employee hereunder shall be reduced in
accordance with the Company's policies and by any disability payments
(excluding any reimbursements for medical expenses and the like) which
Employee is entitled to receive under group or other disability insurance
policies of the Company during such period;
(iv) if Employee breaches any of the provisions of Section 8 or 13
hereof or breaches any of the terms or obligations of any other
noncompetition and/or confidentiality agreements entered into between
Employee and the Company, or the Company Group (as hereinafter defined), if
any; or
(v) if employee steals or embezzles assets of the Company.
(b) Employee's employment with the Company shall automatically terminate
(without notice to Employee's estate) upon the death or loss of legal capacity
of Employee.
(c) If Employee willfully fails to perform in any material respect any of
the obligations set forth in this Agreement, or in the event of any willful
breach by Employee of any representation, warranty, term, obligation or
condition of this Agreement, the Company shall have the right, at its sole
option, in addition to the rights set forth in this Agreement or any other
rights at law or in equity, to discipline Employee, by suspension from work,
and/or suspension of or reduction in pay.
(d) In the event of any termination of employment pursuant to this Section
7, Employee (or Employee's estate, as the case may be) shall be entitled to
receive (i) the Base Salary herein provided prorated to the date of such
termination, (ii) Employee's present entitlement, if any, under the Company's
employee benefit plans and programs and (iii) no other compensation.
8. Confidentiality; Non-Competition; Non-Solicitation.
(a) Employee recognizes and acknowledges that he has had access to certain
information of members of the Company Group (as hereinafter defined) and that
such information is confidential and constitutes valuable, special and unique
property of such members of the Company Group.
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Employee shall not, directly or indirectly, at any time after the Effective
Date, disclose, divulge, publish or otherwise communicate to anyone, nor retain,
copy or permit to be copied, or make use of for personal purposes or for the
benefit of any person, firm, corporation or other entity (other than the Company
Group) any Confidential Information (as defined below) of any member of the
Company Group (regardless of whether developed by such party) without the prior
written consent of the Company.
As used herein, "Company Group" means the Company and its subsidiaries, and
any entity that directly or indirectly controls, is controlled by, or is under
common control with, the Company and its subsidiaries. For purposes of this
definition, "control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such entity,
whether through the ownership of voting securities, by contract or otherwise.
(b) The term "Confidential Information" with respect to any person means
any trade secrets and any other secret or confidential information or knowledge
and shall include, but shall not be limited to, (i) the plans, methods, costs,
prices, uses and applications of products and services relating to the Business
(as hereinafter defined), (ii) results of investigations, studies or research
relating to the Business, (iii) information relating to employees, agents,
broadcasters, customers, suppliers and advertisers of the Business, (iv) all
products, processes, compositions, samples, formulae, computer programs and
information systems relating to the Business, (v) all servicing, marketing,
programming or business methods and techniques relating to the Business and (vi)
all business plans, financial matters and all information relating to mergers
and acquisitions relating to the Business, in all such cases before or during
the term of this Agreement, that are not available to the public or that are
maintained as confidential by any member of the Company Group.
(c) During the Term of this Agreement and for a period of one year
thereafter, without the prior written consent of the Company, Employee shall
not, and shall not permit any person or entity who or which Employee controls
(as defined above) to, within the United States (the "Territory"), engage
directly or indirectly in the Business (other than engaging in such businesses
pursuant to Employee's employment or consultation with, participation in the
management of, or ownership of securities in, the Company Group). For purposes
of this Agreement, "Business" shall mean the businesses of the Company (as now
conducted or contemplated to be conducted) including without limitation, the
businesses of (i) providing traffic reporting services, however distributed,
including, without limitation, to television and radio stations, Internet
service providers and any other person or entity who or which may distribute
such services or information through any media, now existing or hereafter
available or (ii) providing local news, sports or weather reporting to radio
stations. Employee shall be deemed to engage in the Business if Employee,
directly or indirectly (including, without limitation, through any person or
entity who or which Employee controls), engages or invests in, owns, manages,
operates, controls or participates in the ownership, management, operation or
control of, is employed by, provides financial support, or renders services or
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advice to, any business engaged in the Business; provided, however, that (x)
Employee or any such person or entity may invest in the securities of any
enterprise (but without otherwise participating in the activities of such
enterprise) if (1) such securities are listed on any national or regional
securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended, and (2) Employee does not
beneficially own (as defined Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) 5% or more of the outstanding equity of such
enterprise and (y) Employee shall not be deemed to engage in the Business as a
result of his employment with a business so engaged so long as the
responsibilities and activities with respect to his employment are not related,
directly or indirectly, in any material respect to the conduct by such business
of its Business.
(d) During the Term of this Agreement and for a period of one year
thereafter, Employee shall not, directly or indirectly, request, induce, attempt
to influence or have any other business contact with any employee, officer,
agent or consultant of any member of the Company Group or any talent providing
services to the Company Group, to terminate his or her relationship with such
member of the Company Group.
9. Enforceability. Employee agrees that if a court of competent
jurisdiction determines that the length of time or any other restriction, or
portion thereof, set forth in this Agreement is overly restrictive and
unenforceable, the court may reduce or modify such restrictions to those which
it deems reasonable and enforceable under the circumstances, and as so reduced
or modified, the parties hereto agree that the restrictions of this Agreement
shall remain in full force and effect. Employee further agrees that if a court
of competent jurisdiction determines that any provision of this Agreement is
invalid or against public policy, the remaining provisions of this Agreement and
the remainder of this Agreement shall not be affected thereby, and shall remain
in full force and effect. Employee acknowledges that the restrictions imposed by
the Agreement are legitimate, reasonable and necessary to protect the Company
Group's investment in its businesses and the goodwill thereof. Employee
acknowledges that the scope and duration of the restrictions contained herein
are reasonable in light of the time that Employee has been engaged in the
Business, Employee's reputation in the markets for the Business and Employee's
relationship with the suppliers, customers, advertisers and clients of the
Company Group. Employee further acknowledges that the restrictions contained
herein are not burdensome to Employee in light of the consideration paid
therefor and the other opportunities that remain open to Employee.
10. Remedies. Employee acknowledges that money damages or other remedy at
law would not be a sufficient or adequate remedy for any breach or violation of,
or default under, this Agreement, but Employee agrees that in addition to all
other remedies available to the other parties hereto, such other parties shall
be entitled to the fullest extent permitted by law to an injunction restraining
such breach, violation or default or threatened breach, violation or default and
to any other equitable relief, including, without limitation, restraining
orders, injunctive relief and specific performance, without the posting of a
bond or other security interest being required.
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11. Advertising and Publicity. Employee hereby grants the Company the
royalty-free right to use and license others to use Employee's name, nickname,
recorded voice, biographical material, portraits, pictures, and likenesses for
advertising purposes and purposes of trade, promotion and publicity in
connection with the institutions, services and products for the Company Group,
Sponsors and Corporate Affiliates, such uses to be at such times, in such manner
and through such media as the Company may in its sole discretion determine. Such
right shall last for so long as Employee is employed by the Company and, in
connection with the use or exploitation of any material in which Employee has
been involved during Employee's employment, perpetually thereafter. Employee
shall not authorize or release any advertising or promotional matter or
publicity in any form with reference to Employee's services hereunder, or to the
Company Group's programs, Sponsors or Corporate Affiliates, without the
Company's prior written consent.
12. Work for Hire. Employee agrees that any ideas, concepts, techniques, or
computer programs relating to the business or operations of the Company Group
which are developed by Employee during Employee's employment hereunder,
including each program and announcement prepared for broadcast, and the titles,
content, format, idea, theme, script, characteristics, and other attributes
thereof, shall be deemed to have been made within the scope of Employee's
employment and therefore constitute works for hire and shall automatically upon
their creation become the exclusive property of the Company. To the extent such
items are not works for hire under applicable law, Employee assigns them and any
and all intangible proprietary rights relating thereto to the Company in their
entirety and agrees to execute any and all documents necessary or desired by the
Company to reflect the Company's ownership thereof.
13. Communications Act of 1934. Employee represents and warrants that
neither Employee nor, to the best of Employee's knowledge, information and
belief, any other person, has accepted or agreed to accept, or has paid or
provided or agreed to pay or provide, any money, service or any other valuable
consideration, as defined in Section 507 of the Communications Act of 1934, as
amended, for the broadcast of any matter contained in programs. Employee further
represents and warrants that, during Employee's employment, Employee shall
comply with all legal requirements.
14. Certain Definitions. As used in this Agreement, the following
capitalized terms shall have the meanings indicated:
(a) Corporate Affiliates. Any organization, entity or person with whom the
Company has or had a contract or other arrangement to provide traffic, news,
weather, sports or other information, whether by broadcast, computer or any
other means.
(b) Sponsor(s). Any and all client advertisers of the Company (including
their subsidiaries and affiliates), including, without limitation, advertisers
whose commercial material is to be, is or was incorporated in any one or more of
the Company's programs or announcements, live or recorded, broadcast over the
facilities of the Company, by the Company, or pursuant to an arrangement with a
Corporate Affiliate.
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15. No Waiver. No failure or delay on the part of any party in exercising
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right, power or remedy preclude
any other or further exercise thereof or the exercise of any other right, power
or remedy hereunder.
16. Successors and Assigns. This Agreement shall inure to the benefit of
and the successors and assigns of the Company. The Company may assign its rights
under this Agreement in connection with any sale, transfer of other disposition
of all or a substantial portion of the stock or assets of the Company. Employee
may not assign his duties or obligations hereunder, but this Agreement shall be
enforceable against Employee's successors and legal representatives to the
extent of any violation hereof by Employee.
17. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by cable,
telegram, confirmed facsimile or telex, or by first class mail (postage prepaid,
return receipt requested), to the other party as follows:
if to the Company to: Westwood One, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxxx
Facsimile: (000) 000-0000
with a copy to: Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxxx, Esq.
Facsimile: (000) 000-0000
if to Employee to: Xxxxxxx Xxxxxxxx
c/o Metro Networks, Inc.
0000 Xxxx Xxx Xxxx.
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
with a copy to: Xxxx X. Xxxxxx, Esq.
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
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or to such other address as the person to whom notice is given may have
previously furnished to the other in writing in the manner set forth above.
18. Severability. If any term or other provision of this Agreement is
invalid, illegal or unenforceable, all other provisions of this Agreement shall
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party.
19. Descriptive Headings. The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.
20. Governing Law. This Agreement shall be instituted and enforced in
accordance with, and governed by, the laws of the State of New York applicable
to contracts to be made, executed, delivered and performed wholly within such
state and, in any case, without regard to the conflicts of law principles and
policies of such state.
21. Waiver of Rights and Consent to Arbitration. Employee shall and does
hereby irrevocably waive the right to file any complaints against the Company
with any federal, state or local agencies, including but not limited to, the
Equal Employment Opportunity Commission, and any state Commission on Human
Rights or to file any claim, institute litigation or other legal action based on
the employment relationship or any activity covered by the terms of this
agreement. Employee agrees and acknowledges that in exchange for the
relinquishment of those rights that any dispute, controversy or claim arising
out of this Agreement, or the employment relationship between Employee and the
Company, except for equitable relief sought by the Company in aid of
arbitration, shall be finally settled by arbitration in the State of New York in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association in effect on the date of this Agreement and judgment upon the award
may be entered in any court having jurisdiction thereof.
22. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be original but all of which
shall constitute one and the same agreement.
23. Entire Agreement. This Agreement constitutes the entire agreement among
the parties with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof.
24. Execution by Company. Submission of this Agreement to Employee, or
Employee's agents or attorneys, for examination or signature does not constitute
or imply an offer of employment, and this Agreement shall have no binding effect
until execution hereof by both the Company and Employee.
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25. No Inference Against Author. No provision of this Agreement shall be
interpreted against any party because such party or its legal representative
drafted such provision.
[SIGNATURES BEGIN ON NEXT PAGE]
SIGNATURE PAGE TO EMPLOYMENT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the day and year first written above.
WESTWOOD ONE, INC.
By:/S/ XXXXX XXXXXXX
--------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President,
Chief Financial Officer and
Secretary
/S/ XXXXXXX XXXXXXXX
--------------------
XXXXXXX XXXXXXXX
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AMENDMENT 1
TO EMPLOYMENT AGREEMENT
BETWEEN WESTWOOD ONE, INC. AND XXXXXXX X. XXXXXXXX
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 Xxxxxxx X. Xxxxxxxx ("Employee"), dated as of June 1,
1999 (the "Agreement").
1. Section 4(a) of the Agreement shall be amended and restated as follows:
"(a) Base Salary. For the services to be rendered by Employee during
Employee's employment by the Company commencing January 1, 2002, the
Company shall pay Employee, and Employee agrees to accept, an annual base
salary (the "Base Salary") of $375,000, payable in accordance with the
Company's standard payroll procedures."
2. Section 4(b) of the Agreement shall be amended and restated as follows:
"(b) Bonus. Employee will be eligible for a discretionary cash bonus of up
to Two Hundred Thousand ($200,000.00) Dollars in the sole and absolute
discretion of the Board of Directors or its Compensation Committee or their
designee. "
3. The word "Term" in Section 6(a) of the Agreement shall be replaced with
"Employment Period".
4. The phrase "Term of this Agreement" in the first lines of Sections 8(c) and
(d) of the Agreement shall be replaced with "Employment
Period".
5. Employee's address for notices in Section 17 of the Agreement shall be
deleted and restated as
"Xxxxxxx X. Xxxxxxxx
00 Xxxxxx Xxxxx Xxxxx
Xxxxxx Xxxx, Xxxx 00000"
6. The effective date of this Amendment shall be January 1, 2002.
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7. All other provisions of the Agreement shall remain unmodified and in full
force and effect.
IN WITNESS WHEREOF, this Amendment is EXECUTED as of the 1st day of January,
2002.
WESTWOOD ONE, INC.
By:/S/ XXXX XXXXXXXXX
---------------------
Name: Xxxx Xxxxxxxxx
Title: President and CEO
EMPLOYEE
/S/ XXXXX XXXXXXXX
------------------
Xxxxx Xxxxxxxx
2
AMENDMENT 2
TO EMPLOYMENT AGREEMENT
BETWEEN WESTWOOD ONE, INC. AND XXXXXXX X. XXXXXXXX
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 Xxxxxxx X. Xxxxxxxx ("Employee"), dated as of June 1,
1999 (the "Agreement").
1. Prior to August 1, 2002, Employee shall relocate to the New York Metropolitan
area (e.g. Westchester County) and work out of the Company's New York corporate
offices during the term of this Agreement. The Company shall pay certain moving
expenses related to Employee's relocation, as mutually agreed to between the
parties.
2. The date "December 31, 2001" in Section 2 of the Agreement shall be replaced
with "December 31, 2004".
3. Section 1 and 3(a) of the Agreement are amended by deleting "President and
Chief Operating Officer" and replacing it with Westwood One - Chief Operating
Officer and Metro Networks - President."
4. Section 4(a) of the Agreement shall be amended and restated as follows:
"(a) Base Salary.
(i) For the services to be rendered by Employee during Employee's
employment by the Company commencing January 1, 2002 to the
commencement of the Base Salary in (a)(ii) below, the Company shall
pay Employee, and Employee agrees to accept, an annual base salary
(the "Base Salary") of $375,000, payable in accordance with the
Company's standard payroll procedures.
(ii) For the services to be rendered by Employee during Employee's
employment by the Company commencing on August 1, 2002 through
December 31, 2003, the Company shall pay Employee, and Employee agrees
to accept, an annual base salary (the "Base Salary") of $425,000,
payable in accordance with the Company's standard payroll procedures.
(iii)For the services to be rendered by Employee during Employee's
employment by the Company commencing January 1, 2004, the Company
shall pay Employee, and Employee agrees to accept, an annual base
salary (the "Base Salary") of $450,000, payable in accordance with the
Company's standard payroll procedures."
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5. Section 4(b) of the Agreement shall be amended and restated as follows:
"(b) Bonus. Employee will be eligible for a discretionary cash bonus
of up to Two Hundred Thousand ($200,000.00) Dollars per annum in the
sole and absolute discretion of the Board of Directors or its
Compensation Committee or their designee. Such bonus potential shall
increase to (i) $275,000 on August 1, 2002 and (ii) $325,000 in
calendar year 2004. The parties agree that the bonus potential for
calendar year 2002 shall be a prorated number based upon the date when
the bonus potential increases."
6. A new Section 5.1 shall be added as follows:
"5.1 The Company shall provide a leased vehicle to Employee at a cost
of not more than $500.00 per month on or about August 1, 2002. The
Company shall provide insurance for such vehicle. The Company also
agrees to pay for Employee's parking near its offices in New York
City."
7. The effective date of this Amendment shall be June 1, 2002.
8. All other provisions of the Agreement shall remain unmodified and in full
force and effect.
IN WITNESS WHEREOF, this Amendment is EXECUTED as of the 5th day of June, 2002.
WESTWOOD ONE, INC.
By:/S/ XXXX XXXXXXXXX
---------------------
Name: Xxxx Xxxxxxxxx
Title: President and CEO
EMPLOYEE
/S/ XXXXX XXXXXXXX
------------------
Xxxxx Xxxxxxxx
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Amendment 3 to
Employment Agreement
Between Westwood One, Inc.
And Xxxxxxx X. Xxxxxxxx
Dated June 1, 2004
The following, upon execution by the parties hereto, shall constitute
Amendment 3 to the Employment Agreement and the Amendments thereto, by and
between Westwood One, Inc. ("Company") and Xxxxxxx X. Xxxxxxxx ("Employee")
dated as of June 1, 1999 (the "Agreement").
1. The term of Employment in Section 2 of the Agreement shall be extended
to December 31, 2006.
2. Section 4 shall be amended to add a Section 4(a)(iv) as follows:
"4(a)(iv)-For the services to be rendered by Employee during Employee's
employment by the Company commencing January 1, 2005, the Company shall pay
Employee, and Employee agrees to accept an annual base salary (the "Base
Salary") of $475,000 payable in accordance with the Company's standard
payroll procedures."
For the services to be rendered by Employee during Employee's employment by
the Company commencing January 1, 2006, the Company shall pay Employee, and
Employee agrees to accept an annual base salary (the "Base Salary") of
$500,000 payable in accordance with the Company's standard payroll
procedures."
3. Section 4(b) "Bonus" of the Agreement shall be amended to add the
following new Section 4(b)(iii) in the second sentence of that section
as follows:
(iii) And $350,000 each year for calendar year's 2005 and 2006.
4. Section 4(d) of the Agreement shall be deleted in its entirety.
5. All other provisions of the Agreement and the Amendments thereto shall
remain unmodified and in full force and effect.
IN WITNESS WHEREOF, this Amendment 3 is executed as of this 10th day of June
2004.
Westwood One, Inc. Employee
/S/ XXXXX XXXXXXX /S/ XXXXXXX X. XXXXXXXX
----------------- -----------------------
Xxxxx Xxxxxxx Xxxxxxx X. Xxxxxxxx
President
