This Agreement (“ Agreement ”) is entered into by and between Jonathan S. Marshall (“ Employee ”) and
Westwood One, Inc. (the “ Company ”).
1. Employment. The Company hereby employs Employee, and Employee accepts such employment, and
agrees to devote Employee’s full time and efforts to the interests of the Company upon the terms and conditions
hereinafter set forth. Notwithstanding the foregoing, it is understood and agreed that for a period of sixty (60) days
after the Effective Date, Employee shall continue to operate and wind-down his law firm, JS Marshall & Assoc.
solely to the extent such services are limited to closing pending transactions and the law firm; and provided, further,
that such matters shall not materially interfere with Employee’s services hereunder during such 60-day period
Employee acknowledges and agrees that “time is of the essence” in closing his law firm.
2. Term of Employment. Subject to the provisions for termination hereinafter provided, Employee’s term of
employment by the Company shall commence on April 14, 2008 (the “ Effective Date ”) and shall continue in effect
until the third anniversary thereof (the “ Term ”). If the Company desires not to extend this Agreement, it shall
deliver written notice to Employee on or prior to the 90 th day immediately preceding the expiration of the Term of
its intention to terminate this Agreement effective on the last day of 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 until such time as either party shall deliver written notice to the other party and this
Agreement shall terminate thirty (30) days after the giving of such notice. The period from the Effective Date
through the date of termination is hereinafter referred to as the “ Employment Period ”.
3. Services to be Rendered by Employee.
(a) During the Employment Period, Employee shall serve as Executive Vice President,