This Agreement is made and entered into as of the 10th day of April, 1995, by and between WESTWOOD
ONE RADIO NETWORKS, INC., a Delaware corporation (hereinafter referred to as "Westwood" or
"Company") and Jeff Lawenda (hereinafter referred to as "Employee").
Westwood hereby engages and employs Employee to render services to Westwood as President of Company's
Westwood One Radio Networks Division, in which capacity Employee shall render such services as are
customarily rendered by and required by such a position. Westwood further engages and employs Employee to
render services exclusively for Westwood. Employee shall report directly to the Company's CEO.
2. TERM OF EMPLOYMENT
The term of this Employment Agreement shall commence on April 10, 1995, and shall continue for a period of
two (2) years from such date (the "Term") in accordance with the provisions hereof. This Agreement may be
terminated earlier by Company at any time pursuant to Section 7 below.
Westwood agrees to pay and Employee agrees to accept during the Term of this Agreement the following:
A. During the period beginning April 10, 1995 and ending April 9, 1996, the sum of Three Hundred Fifty
Thousand Dollars ($350,000.00) as base salary, payable in accordance with Company's standard payroll
B. During the period beginning April 10, 1996 and ending April 9, 1997, the sum of Four Hundred Thousand
Dollars ($400,000.00) as base salary, payable in accordance with Company's standard payroll procedures.
C. Employee shall be entitled to an annual bonus equal to one-third (1/3) of Employee's base salary in the event
that Company's Radio Networks Division meets pre-determined cash flow objectives for each of Company's
fiscal years (1995 and 1996) during the term of this Employment Agreement. Such bonus shall be payable only if
Employee is employed by Company, pursuant to the terms of this Agreement, as of December 31st of each year.
The annual bonus and the cash