NON-EMPLOYEE DIRECTOR FORM
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE WESTWOOD ONE, INC. 2010 EQUITY COMPENSATION PLAN
THIS AGREEMENT , made as of the _____ day of _____, 201_____, by and between Westwood One,
Inc., a Delaware corporation (the “ Company ”) and [name] (the “ Participant ”).
WHEREAS , the Board of Directors of the Company adopted, and the stockholders of the Company
approved, the Westwood One, Inc. 2010 Equity Compensation Plan (the “ Plan ”); and
WHEREAS , the Company, through the committee under the Plan (the “ Committee ”), wishes to grant to the
Participant restricted stock units (“ Restricted Stock Units ”) pursuant to the authority granted to the Committee
under Section 9 of the Plan.
NOW, THEREFORE , for and in consideration of the mutual promises herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
Subject to the restrictions and other conditions set forth herein, the Committee has authorized this grant of
Restricted Stock Units on , 201 . A Restricted Stock Unit is a unit of
measurement equivalent to one Share but with none of the attendant rights of a holder of a Share until a Share is
ultimately distributed in payment of the obligation (other than the right to receive dividend amounts in accordance
with Section 6 hereof).
Notwithstanding anything herein to the contrary, the Restricted Stock Units awarded herein are subject to
approval of the Plan by the stockholders of the Company at or prior to the 2010 Annual Meeting of Stockholders
of the Company and in the event that such approval is not received, this Agreement shall be null and void ab initio
and the Restricted Stock Units awarded herein shall not be valid.
(a) Except as provided in Section 2 of this Agreement, the Restricted Stock Units granted hereunder shall
vest 50% on , 201 and 50% on