Exhibit 10.51
AMENDMENT ONE
TO
EMPLOYMENT AGREEMENT
AMENDMENT (“Amendment”) made to the Employment Agreement dated as of July 7, 2008 (the
“Employment Agreement”), by and between Westwood One, Inc., a Delaware corporation (the “Company”), and
Steven Kalin (the “Employee”). Except as provided herein all terms and conditions set forth in the Employment
Agreement shall remain in full force and effect.
WHEREAS, the Company and the Employee have previously entered into the Employment Agreement; and
WHEREAS, the Company and the Employee desire to amend the Employment Agreement in a manner
intended to address Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
NOW, THEREFORE, effective December 31, 2008, the Employment Agreement is hereby amended as
follows:
1. The penultimate sentence of Section 4(b) of the Employment Agreement is hereby amended in its entirety as
follows:
“Any cash component of any bonus will be payable in accordance with the Company’s normal payroll
practices in the year following the year for which it is earned and no later than the date the majority of
“Comparable Employees” (as defined below) are paid, but in no event later than April 30 of the
applicable calendar year.”
2. The first sentence of Section 6(c) is hereby amended in its entirety as follows:
“In the event of any termination of Employee’s employment (provided that the benefit described in clause
(ii) below shall not be paid in the event of a termination of employment by the Company upon a Cause
Event), 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 in accordance with Section 4(a) hereof;
(ii) subject to the terms of Section 4(b) hereof, any annual discretionary bonus earned for any completed
calendar year immediately preceding the date of termination, but not yet paid; (iii) subject to the terms of
Section 17 hereof, reimbursement for any business expenses properly incurred and paid