Dial 8-K April 2012

0000771950-12-000010.txt : 20120420 0000771950-12-000010.hdr.sgml : 20120420 20120420164132 ACCESSION NUMBER: 0000771950-12-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20120416 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120420 DATE AS OF CHANGE: 20120420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAL GLOBAL, INC. /DE/ CENTRAL INDEX KEY: 0000771950 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 953980449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14691 FILM NUMBER: 12771281 BUSINESS ADDRESS: STREET 1: 220 WEST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-419-2900 MAIL ADDRESS: STREET 1: 220 WEST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: WESTWOOD ONE INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTWOOD ONE DELAWARE INC /CA/ DATE OF NAME CHANGE: 19860408 8-K 1 dial8-kapril2012.htm Dial 8-K April 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2012

DIAL GLOBAL, INC.

(Exact name of registrant as specified in its charter)




Delaware	001-14691	95-3980449

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)




220 West 42nd Street New York, NY		10036

(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (212) 419-2900

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 Registrant's Business and Operations


Item 1.01	Entry into a Material Definitive Agreement.

The information in Item 5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Section 5 Corporate Governance and Management


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)(3) On April 16, 2012, Dial Global, Inc. (the “Company”) entered into employment agreements with various executives of the Company as follows: (1) Mr. Hiram Lazar, Chief Financial Officer and Chief Administrative Officer; (2) Ms. Eileen Decker, President of Sales; (3) Mr. Kirk Stirland, President of Programming and (4) Mr. Edward A. Mammone, Chief Accounting Officer (collectively, the “Executives”). The terms of these employment agreements are substantially the same, except for salary, bonus and title as described below. The summary of these employment agreements that appears below does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and the terms of which are incorporated by reference herein in their entirety.

Each of the employment agreements for the Executives is for a term of two years, commencing April 16, 2012, for the titles indicated above, except that Mr. Lazar's agreement extends through June 30, 2014. In the event the Company determines not to extend an Executive's employment agreement, the Company shall provide notice of such non-renewal to the Executive no later than the 180^th day prior to the stated termination date. If the Executive continues to work beyond the stated expiration date, the employment agreement will remain in effect following the expiration thereof and thereafter be terminable by either party upon 60 days' written notice. The base salary for each Executive is as follows: $400,000 for Mr. Lazar, $450,000 for Ms. Decker; $400,000 for Mr. Stirland and $300,000 for Mr. Mammone. Each of Messrs. Lazar, Stirland and Mammone is eligible for an annual discretionary bonus; in the case of Messrs. Lazar and Stirland such bonus may be up to $100,000. Ms. Decker is subject to a commission plan and will receive $150,000 if certain Company targets are met, which amount shall be adjusted upwards or downwards, respectively, if the Company meets or fails to achieve such targets. Each Executive is also eligible for discretionary annual equity awards at the discretion of the Compensation Committee or its designee.

In the event of a termination of an Executive's employment by the Company other than for “cause” (as defined in the employment agreement), such Executive will receive: (1) continued payment of an amount equal to the greater of: (x) his/her base salary for the remainder of the Term or (y) six months' base salary, payable in accordance with equal periodic installments and (2) continued coverage under COBRA for nine (9) months after termination (or such earlier time as such Executive ceases to be eligible for COBRA or becomes eligible for coverage under the health insurance plan of a subsequent employer). If an Executive is terminated for any reason other than by the Company without Cause (as described above), the Executive would receive: (1) his/her base salary prorated to the date of termination; (2) reimbursement for any unreimbursed expenses properly incurred through the date of termination; (3) any earned but unpaid commission (in the case of Ms. Decker and Mr. Stirland) and (4) any entitlement under employee benefit plans and programs. Payment of these amounts and benefits are contingent on such Executive executing a fully effective waiver and general release.

Upon a change in control (as defined in the Executive's stock option agreement, the form of which is attached hereto as Exhibit 10.5), in accordance with the terms of the Company's 2011 Stock Option Plan and the corresponding stock option agreement, all of an Executive's outstanding equity awards will become fully vested and immediately exercisable and shall remain exercisable for such period as set forth in Section 7A of the stock option agreement. A copy of the Company's 2011 Stock Option Plan was previously filed with the SEC on December 21, 2011 as part of an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934.

If an Executive is terminated, such Executive may not compete with the Company or its affiliates or solicit employees or customers of the Company or its affiliates for a “Restricted Period”. The “Restricted Period” shall be a period equal to the remainder of the term of such Executive's employment agreement plus the greater of: (x) the period for which such Executive receives severance after the date of termination if terminated for a reason other than for cause; or (y) such additional period at the Company's option (capped at a maximum of twelve months) for which such Executive receives severance after the date of termination, if terminated for cause, or by death or disability or the Executive resigns.

(e) The information in Item 5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02(e).

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.



(d)	Exhibits. The following is a list of the exhibits filed as a part of this Form 8-K:
Exhibit No.	Description of Exhibit
10.1	Employment Agreement, effective as of April 16, 2012, by and between the Company and Hiram Lazar.
10.2	Employment Agreement, effective as of April 16, 2012, by and between the Company and Eileen Decker.
10.3	Employment Agreement, effective as of April 16, 2012, by and between the Company and Kirk Stirland.
10.4	Employment Agreement, effective as of April 16, 2012, by and between the Company and Edward A. Mammone.
10.5	Form of Stock Option Agreement for Employees (including Company Executives) for the Company's 2011 Stock Option Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DIAL GLOBAL, INC.

By: /S/ MELISSA GARZA

Name: Melissa Garza

Title: General Counsel

Date: April 20, 2012

EX-10.1 2 ex101lazaragreement.htm LAZAR AGREEMENT Ex 10.1 Lazar Agreement

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is entered into by and between Hiram Lazar (“Employee”) and Dial Global, 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.

2. Term of Employment. Subject to the provisions for termination hereinafter provided, Employee's term of employment by the Company shall commence on April 16, 2012 (the “Effective Date”) and shall continue in effect through June 30, 2014 (the “Term”). If the Company desires not to extend this Agreement, it shall deliver written notice to Employee on or prior to the 180^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 sixty (60) 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 sixty (60) days' prior written notice shall apply. The period from the Effective Date through the date of termination is hereinafter referred to as the "Employment Period". For purposes of this Agreement, the “date of termination” shall be deemed to be the effective date of termination.

3. Services to be Rendered by Employee.

(a) During the Employment Period, Employee shall serve as the Chief Financial Officer and Chief Administrative Officer. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s) or the Board of Directors (the “Board”). 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 co-Chief Executive Officers or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) 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, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of finance and/or administration. Any change shall be binding on Employee for all purposes of this Agreement.

(c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty.

(d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

4. Compensation.

(a) Base Salary. For the services to be rendered by Employee during the Employment Period, the Company shall pay Employee, and Employee agrees to accept a monthly base salary (the “Base Salary”) of Thirty-Three Thousand Three Hundred Thirty-Three Dollars and 33 Cents ($33,333.33) for the Employment Period, payable in accordance with the Company's normal payroll practices. Employee shall be eligible for annual increases in Base Salary based on performance in the sole and absolute discretion of the Compensation Committee or their designee.

(b) Discretionary Bonus. Employee shall be eligible for an annual discretionary bonus valued at up to One Hundred Thousand Dollars ($100,000) for each calendar year in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee. The Company may use the Company's achievement of goals as guidelines to determine Employee's eligibility for a discretionary bonus. Any cash component of any bonus will be payable in accordance with the Company's normal payroll practices and no later than April 30 following the calendar year for which the discretionary bonus is to be paid. Employee shall be eligible for a bonus for a calendar year, pro-rated or otherwise, provided, however, if Employee is not an employee of the Company: (i) at the time such bonus is to be paid or (ii) if Employee has breached this Agreement or any of its other obligations to the Company as described in the Company's policies and procedures, Company shall not be obligated to pay any bonus for such calendar year.

(c) Equity Awards. Employee shall be eligible for grants of equity compensation recommended by the co-Chief Executive Officers, subject to the approval of and in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee. All equity compensation granted to Employee, including such awards made pursuant to this subsection hereof, shall be granted subject to the terms and conditions of the Company's equity compensation plan under which the awards are granted, and using such form award as the Compensation Committee has approved for grants to Company employees.

(d) Benefits. During the Employment Period, Employee shall be entitled to four (4) weeks of vacation per calendar year, subject to prevailing practice and/or policies of the Company in regard to vacations for its employees. Employee shall be entitled to participate in all benefits plans that may be established by the Company for employees, subject to the terms and conditions of such plans.

(e) Total Compensation. Employee agrees and acknowledges by his signature hereto that the compensation set forth in this Section 4 constitutes all of the compensation payable to Employee for his services hereunder and that no other compensation shall be due to Employee hereunder.

5. Expenses. Subject to compliance by Employee with such policies regarding expenses and expense reimbursement as may be adopted from time to time by the Company and communicated to you, the Company shall reimburse Employee, or cause Employee to be reimbursed, in cash for all reasonable expenses.

6. Termination of Employment.

(a) During the Employment Period, the Company shall have the right to terminate the employment of Employee hereunder immediately by giving notice thereof to Employee if any of the following has occurred, which notice shall state the circumstances or events constituting Cause; provided, that, in the case of clauses (i) through (iv) of this Section 6(a), Employee shall be given a reasonable opportunity to cure, but in no event no less than five (5) business days and no more than ten (10) business days, to the extent such act or failure to act is curable:

(i) if Employee has (A) failed, refused or habitually has neglected to carry out or to perform the reasonable duties required of Employee hereunder or otherwise breached any provision of this Agreement (other than Sections 7, 8 or 10 hereof, which are governed by Section 6(a)(iv) hereof), (B) willfully breached any statutory or common law duty; (C) breached Section 3(c) or 3(d) of this Agreement; or (D) violated any of the Company's internal policies or procedures.

(ii) if Employee is convicted of a felony or a crime involving moral turpitude, or enters into a plea of nolo contendere or guilty to, a felony or a crime involving moral turpitude, or if Employee has willfully engaged in conduct which would injure the reputation of the Company in any material respect or otherwise adversely affect its interests in any material respect 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 or for a non-continuous period of one hundred twenty (120) days in the aggregate in any twelve (12)-month period; 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 Sections 7, 8 or 10 hereof or breaches any of the terms or obligations of any other confidentiality agreements entered into between Employee and the Company, or the Company's Related Entities, if any;

(v) if Employee commits an act of fraud, misrepresentation or dishonesty related to his employment with the Company, or steals or embezzles assets of the Company; or

(vi) if Employee engages in a conflict of interest or self-dealing.

(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) In the event of any termination of employment pursuant to Section 6, Employee (or Employee's estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base Salary prorated to the date of such termination, (ii) Employee's then current entitlement, if any, under the Company's employee benefit plans and programs, including payment of any vested portion of the equity compensation previously awarded to Employee and (iii) no other compensation (except for equity compensation as expressly set forth below). The parties agree that the payments set forth in this Section 6(c) constitute all of Company's obligations, monetary or otherwise, to Employee under the terms of this Agreement in the event of Employee's termination pursuant to Section 6(a) or 6(b). Additionally, if Employee is terminated pursuant to Section 6(a) (except for 6(a)(iii) as indicated below), all of Employee's equity compensation (including, without limitation, any granted pursuant to this employment agreement or otherwise), vested and unvested, shall terminate and expire, except in the case of vested stock options which Employee has exercised prior to the date of termination (for the avoidance of doubt, all vested equity compensation (except for stock options which have been exercised) shall be forfeited in the event of a termination pursuant to Section 6(a) (except for a termination pursuant to 6(a)(iii) under which only unvested stock options shall be forfeited)). Notwithstanding the foregoing, in the case of a termination pursuant to Section 6(d), additional payments shall be due as expressly set forth below.

(d) The Company may terminate Employee's employment hereunder during the Term effective at any time upon written notice to Employee. In the event that the Company terminates Employee's employment other than pursuant to Section 6(a) or 6(b) (including by notice of non-renewal by the Company during the Employment Period effective on the Company's specified date of Employee's termination), subject in all cases to Employee's executing and not revoking a waiver and general release provided to Employee by the Company (the “Release”), the Company shall pay Employee severance pay equal to the greater of: (i) the remaining Base Salary due to Employee through the end of the Term to be paid in equal payments over the remainder of the Term and (ii) six (6) months' of Employee's Base Salary, on a schedule that mirrors the Company's then effective payroll practices; provided, however, that that in the case of such termination the six-month delay set forth in Section 17(b) shall apply to such amounts payable upon termination to the extent they exceed the Separation Pay Limit (as defined in Section 17(b)). For the avoidance of doubt, it is understood and agreed that notwithstanding anything contained herein to the contrary, Employee shall have no duty to mitigate in the event that Company exercises its rights pursuant to this Section 6(d).

(e) The Company shall provide the Release to Employee within seven (7) business days following the date of notice of termination. In order to receive the payments and benefits under Section 6(d), Employee shall be required to sign the Release within 21 or 45 days after the date it is provided to him, as required by applicable law, and not revoke it within the seven day period following the date on which it is signed. All payments delayed pursuant to the foregoing, except to the extent delayed pursuant to Section 17(b), shall be paid to Employee in a lump sum on the first Company payroll date on or following the sixtieth (60^th) day after the date of termination, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(f) In addition, in the event of a termination by the Company other than pursuant to Sections 6(a) and 6(b) hereof, subject to Employee's (x) timely election of continuation

coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company's group health insurance plans in which Employee participated immediately prior to the date of termination (“COBRA Continuation Coverage”), and (y) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), the Company shall provide COBRA Continuation Coverage for Employee until the earliest of: (I) nine (9) months from the date of termination, (II) Employee ceasing to be eligible under COBRA, and (III) Employee becoming eligible for coverage under the health insurance plan of a subsequent employer. For the avoidance of doubt, it is understood and agreed that notwithstanding anything contained herein to the contrary, Employee shall have no duty to mitigate in the event that Company exercises its rights pursuant to this Section 6(f).

7. No Conflict of Interest; Proper Conduct. (a) During the Employment Period and for an additional period equal to the greater of (x) if Employee is terminated pursuant to Section 6(d), the time period during which Employee is paid severance by the Company after the Employment Period, and (y) the time period of up to twelve (12) months after your employment ceases so long as the Company pays you (at the Company's option) for each such day after the date your employment ceases at the rate of your Base Salary in accordance with the Company's then-effective payroll practices, Employee will not, directly or indirectly, either individually or as a stockholder (except as a stockholder of less than one percent (1%) of the issued and outstanding stock of a publicly-held corporation whose gross assets exceed $100,000,000), investor, officer, director, member, employee, agent, trustee, associate or consultant of any Person:

(i) compete with the Company in any business that provides, sells or broadcasts network and/or syndicated radio programming/services and/or commercial inventory in competition with that then carried on by the Company and/or its Related Entities;

(ii) engage in or carry on any Restricted Activity;

(iii) employ or offer to employ or solicit employment of any employee or consultant of the Company or its Related Entities; or

(iv) solicit (or assist or encourage to solicit), divert or attempt to divert any business, patronage or customer (including known prospects) of the Company or its Related Entities to Employee or a competitor of the Company or its Related Entities.

(b) Employee further agrees that it shall not, without the Company's prior written consent, engage in any activity during the Employment Period that would conflict with, interfere with, impede or hamper the performance of Employee's duties for the Company or would otherwise be prejudicial to the Company's business interests. Employee shall not commit any act or become involved in any situation or occurrence that, in the Company's reasonable judgment, could tend to bring Employee or the Company into public disrepute, contempt, scandal or ridicule, could provoke, insult or offend the community or any group or class thereof, or could reflect unfavorably upon the Company or any of its Sponsors or Affiliates. Employee shall comply with all applicable laws and regulations governing the Company and its business, including without limitation, regulations promulgated by the Federal Communications Commission or any other regulatory agency. The parties hereto agree that the remedy at law for any breach of Employee's obligations under this Section 7 or Section 8 (Confidential Information and the Results of Services) of this Agreement would be inadequate and that any enforcing party shall be entitled to injunctive or other equitable relief (without bond or undertaking) in any

proceeding which may be brought to enforce any provisions of this Section 7. Resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.

8. Confidential Information and the Results of Services. Employee acknowledges that the Company has established a valuable and extensive trade in the services it provides, which has been developed at considerable expense to the Company, and expects to divulge to Employee certain confidential information and trade secrets relating to the Company's business, provide information relating to the Company's customer base and otherwise provide Employee with the ability to injure the Company's goodwill unless certain reasonable restrictions are imposed upon Employee which are contained in this Section 8. Employee agrees that, by virtue of the special knowledge that Employee has received and will receive from the Company, and the relationship of trust and confidence between Employee and the Company, Employee has or will have certain information and knowledge of the operations of the Company that are confidential and proprietary in nature, including, without limitation, information about Affiliates and Sponsors. Employee agrees that during the Employment Period and thereafter, Employee will not make use of or disclose, without the prior consent of the Company, Confidential Information relating to the Company or any of its Related Entities (including, without limitation, its Sponsor lists, its Affiliate/station lists, its technical systems, its contracts, its methods of operation, its business plans and opportunities, its strategic plans and its trade secrets), and further, that Employee will return to the Company all written materials in Employee's possession embodying such Confidential Information.

9. Work for Hire. Employee agrees that any ideas, concepts, discoveries, techniques, patents, copyrights, trademarks or computer programs relating to the business or operations of the Company and its Related Entities which are developed or discovered by Employee, solely or jointly with others, during the Employment Period, 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. Employee agrees to promptly notify and fully disclose the existence of such works to 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.

10. Communications Act of 1934. Employee represents and warrants that neither Employee nor, to the best of Employee's knowledge, information and belief, any other individual, 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 the Employment Period, Employee shall comply with all legal requirements set forth herein.

11. Certain Definitions. As used in this Agreement, the following capitalized terms have the meanings indicated:

Affiliates. Any Person with whom the Company has or had a contract or other arrangement to broadcast, transmit or provide programming and/or commercial inventory within the twelve (12) months prior to the applicable event and/or date.

Confidential Information. Information obtained by Employee during the Employment Period which concerns the affairs of the Company or its Related Entities and which the Company has requested be held in confidence or could reasonably be expected to desire to be held in confidence, or the disclosure of which would likely be embarrassing, detrimental or disadvantageous to the Company or its Related Entities and including the terms of this Agreement. Confidential Information shall include the information described in Section 8 as well as works for hire as described in Section 9 hereof, however, it shall not include information which Employee can demonstrate to be: (i) information that is at the time of receipt by Employee in the public domain, known to Employee or is otherwise generally known in the industry or subsequently enters the public domain or becomes generally known in the industry through no fault of Employee or (ii) information that at any time is received in good faith by Employee from a third party which was lawfully in possession of the same and had the right to disclose the same. Notwithstanding any provision to the contrary contained herein, the terms of this Agreement may be disclosed to Employee's legal, financial and tax advisors and any members of Employee's immediate family, which for purposes hereof shall include Employee's spouse, parents, children, siblings, grandparents, grandchildren, mother-in-law and father-in-law.

Person. Any individual, corporation, partnership, joint venture, limited liability partnership or limited liability company, trust, unincorporated organization, association or other entity.

Related Entity or Related Entities. Any Person that directly or indirectly controls, is controlled by, or is under common control with the Company (or its successor or assign). As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Restricted Activities. Any of the following: (i) providing services to a radio network or syndicator, or any direct competitor of the Company or its Related Entities that provides, sells or broadcasts network and/or syndicated radio programming/services and/or commercial inventory; (ii) soliciting Sponsors and dealing with accounts with respect to the immediately preceding clause (i); (iii) soliciting Affiliates to enter into any contract or arrangement with any Person to provide the information set forth in clause (i); or (iv) forming or providing operational assistance to any business or a division of any business engaged in the foregoing activities.

Sponsor(s). Any and all client advertisers of the Company (including its subsidiaries) 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, or pursuant to an arrangement with an affiliated station, broadcaster or transmitter of the Company's programming.

12. Choice of Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

13. Arbitration. The parties hereby agree that any and all claims or controversies relating to Employee's employment with the Company, or termination thereof, including but not limited to claims for breach of contract, tort, unlawful discrimination or harassment (including any claims arising under Title VII, the Americans with Disabilities Act, and the Age Discrimination in Employment Act),

and any violation of any local, state or federal law (“Arbitrable Claims”), except for any equitable relief sought by a party, shall be resolved by arbitration in accordance with the then applicable JAMS Employment Arbitration Rules And Procedures. However, claims under applicable workers' compensation laws or the National Labor Relations Act shall not be subject to arbitration. Arbitration under this Agreement shall be the exclusive remedy for all Arbitrable Claims and shall be final and binding on all parties. Unless the parties mutually agree otherwise, the arbitrator shall be selected from a panel provided by JAMS and the arbitration shall be held in New York County, New York. Any court having jurisdiction thereof may enter judgment on the award rendered by the arbitrator(s). THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY OF ANY MATTERS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT. The prevailing party in any arbitration brought under the terms hereof, shall be entitled to request reimbursement of reasonable attorney's fees and expenses.

14. Assignment. The rights of the Company hereunder may, without the consent of Employee, be assigned by the Company to any Related Entity or successor of the Company or any entity which acquires all or substantially all of the Company's assets. Except as provided in the preceding sentence, the Company may not assign all or any of its rights, duties or obligations hereunder without the prior written consent of Employee. This Agreement is not assignable by Employee.

15. Merger or Reorganization. In the event of any merger, consolidation, dissolution or reorganization of the Company (including but not limited to any reorganization where the Company is not the surviving or resulting entity), or any transfer of all or substantially all of the assets of the Company, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the surviving or resulting partnership or the corporation (or other entity) or person(s) to which such assets shall be transferred.

16. Remedies. Except as it may elect otherwise, the Company shall have all rights, powers or remedies provided by law or equity for breach of this Agreement available to it, it being understood and agreed that no one of them shall be considered as exclusive of the others or as exclusive of any other rights, powers and remedies allowed by law. The exercise or partial exercise of any right, power or remedy shall neither constitute the election thereof nor the waiver of any other right, power or remedy. Without limiting the generality of the foregoing, Employee agrees that, in addition to all other rights and remedies available at law or in equity, the Company shall be entitled to enforcement of this Agreement in accordance with the principles of equity (without bond or undertaking), the remedy at law being hereby agreed and acknowledged by Employee to be inadequate.

17. Section 409A of the Code.

(a) Although the Company does not guarantee the tax treatment of any particular payment or benefit, it is intended that the provisions of this Agreement provide for payments or benefits that either comply with, or are exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service”

within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the providing of any benefit made subject to this Section 17(b), to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B) and to the extent such payment and benefits exceed the Separation Pay Limit (as defined herein) , such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee's “separation from service” and (ii) the date of Employee's death. On the first day of the seventh month following the date of Employee's “separation from service” or, if earlier, on the date of his death, all payments delayed pursuant to this Section 17(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the “Separation Pay Limit” means two times the lesser of: (i) Employee's annualized compensation based on Employee's annual rate of pay for Employee's taxable year preceding the taxable year in which Employee's termination of employment occurs; and (ii) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Code Section 401(a)(17) for the year in which Employee terminates employment.

18. Survival. The provisions contained in Sections 7 through 19 shall survive the termination or expiration of the Employment Period and the Employee's employment with the Company and shall be fully enforceable thereafter.

19. Miscellaneous. This Agreement supersedes all prior understandings and agreements between the parties (including the Company's Related Entities) with respect to the subject matter hereof. This Agreement contains the entire agreement of the parties with respect to the subject matter covered hereby and may be amended, waived or terminated only by an instrument in writing executed by both parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, successors and permitted assigns. All notices, requests, demands and other communications permitted or required hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or delivered by registered or certified mail, or overnight courier to such address listed below the parties' respective signature lines or to such other address as notified in writing by the parties; provided, that, notices to the Company shall be addressed to the attention of the “co-Chief Executive Officers”, with a copy to the “General Counsel” (who is also located at the address listed below the Company's signature line). Any provision hereof prohibited by or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be deemed ineffective and deleted herefrom without affecting any other provision of this Agreement. No provision of this Agreement shall be interpreted against any party because such party drafted such provision. 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. If either party waives a breach of this Agreement by the other party, that waiver will not operate or be construed as a waiver of any subsequent breaches. This Agreement may be executed in counterparts, including copies transmitted via facsimile or electronic mail, which together shall constitute but one and the same agreement.

IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 16^th day of April 2012 to be EFFECTIVE FOR ALL PURPOSES as of the Effective Date.

"COMPANY"

DIAL GLOBAL, INC.

By: /S/SPENCER L.BROWN

Name: Spencer L. Brown

Title: Co-Chief Executive Officer

Address: 220 West 42^nd Street

New York, NY 10036

"EMPLOYEE"

/S/HIRAM LAZAR_____

Hiram Lazar

Address:

EX-10.2 3 ex103stirlandagreement.htm STIRLAND AGREEMENT Ex 10.3 Stirland Agreement

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is entered into by and between Kirk Stirland(“Employee”) and Dial Global, Inc. (the “Company”).

2. Term of Employment. Subject to the provisions for termination hereinafter provided, Employee's term of employment by the Company shall commence on April 16, 2012 (the “Effective Date”) and shall continue in effect through the second 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 180^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 sixty (60) 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 sixty (60) days' prior written notice shall apply. The period from the Effective Date through the date of termination is hereinafter referred to as the "Employment Period". For purposes of this Agreement, the “date of termination” shall be deemed to be the effective date of termination.

3. Services to be Rendered by Employee.

(a) During the Employment Period, Employee shall serve as the President of Programming. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”). 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 co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) 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, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreement.

(c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty.

4. Compensation.

(b) Annual Bonus. Employee shall be eligible for an annual bonus valued at up to One Hundred Thousand Dollars ($100,000) for each calendar year calculated pursuant to such terms set forth in his commission and mutually agreed upon by the parties hereto. The Company may use the Company's achievement of goals as guidelines to determine Employee's eligibility for such annual bonus. Any cash component of any bonus will be payable in accordance with the Company's normal payroll practices and no later than April 30 following the calendar year for which the bonus, if any, is to be paid. Employee shall be eligible for a bonus for a calendar year, pro-rated or otherwise, provided, however, if Employee is not an employee of the Company: (i) at the time such bonus is to be paid or (ii) if Employee has breached this Agreement or any of its other obligations to the Company as described in the Company's policies and procedures, Company shall not be obligated to pay any bonus for such calendar year.

6. Termination of Employment.

(v) if Employee commits an act of fraud, misrepresentation or dishonesty related to his employment with the Company, or steals or embezzles assets of the Company; or

(vi) if Employee engages in a conflict of interest or self-dealing.

(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) In the event of any termination of employment pursuant to Section 6, Employee (or Employee's estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base Salary prorated to the date of such termination, (ii) Employee's then current entitlement, if any, under the Company's employee benefit plans and programs, including payment of any vested portion of the equity compensation previously awarded to Employee, (iii) any earned but unpaid commission and (iv) no other compensation (except for equity compensation as expressly set forth below). The parties agree that the payments set forth in this Section 6(c) constitute all of Company's obligations, monetary or otherwise, to Employee under the terms of this Agreement in the event of Employee's termination pursuant to Section 6(a) or 6(b). Additionally, if Employee is terminated pursuant to Section 6(a) (except for 6(a)(iii) as indicated below), all of Employee's equity compensation (including, without limitation, any granted pursuant to this employment agreement or otherwise), vested and unvested, shall terminate and expire, except in the case of vested stock options which Employee has exercised prior to the date of termination (for the avoidance of doubt, all vested equity compensation (except for stock options which have been exercised) shall be forfeited in the event of a termination pursuant to Section 6(a) (except for a termination pursuant to 6(a)(iii) under which only unvested stock options shall be forfeited)). Notwithstanding the foregoing, in the case of a termination pursuant to Section 6(d), additional payments shall be due as expressly set forth below.

(f) In addition, in the event of a termination by the Company other than pursuant to Sections 6(a) and 6(b) hereof, subject to Employee's (x) timely election of continuation

(ii) engage in or carry on any Restricted Activity;

(iii) employ or offer to employ or solicit employment of any employee or consultant of the Company or its Related Entities; or

11. Certain Definitions. As used in this Agreement, the following capitalized terms have the meanings indicated:

Person. Any individual, corporation, partnership, joint venture, limited liability partnership or limited liability company, trust, unincorporated organization, association or other entity.

17. Section 409A of the Code.

IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 16^th day of April 2012 to be EFFECTIVE FOR ALL PURPOSES as of the Effective Date.

"COMPANY"

DIAL GLOBAL, INC.

By: /S/SPENCER L.BROWN

Name: Spencer L. Brown

Title: Co-Chief Executive Officer

Address: 220 West 42^nd Street

New York, NY 10036

"EMPLOYEE"

/S/KIRK STIRLAND

Kirk Stirland

Address:

EX-10.3 4 ex102deckeragreement.htm DECKER AGREEMENT Ex 10.2 Decker Agreement

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is entered into by and between Eileen Decker (“Employee”) and Dial Global, Inc. (the “Company”).

2. Term of Employment. Subject to the provisions for termination hereinafter provided, Employee's term of employment by the Company shall commence on April 16, 2012 (the “Effective Date”) and shall continue in effect through the second 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 180^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 sixty (60) 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 sixty (60) days' prior written notice shall apply. The period from the Effective Date through the date of termination is hereinafter referred to as the "Employment Period". For purposes of this Agreement, the “date of termination” shall be deemed to be the effective date of termination.

3. Services to be Rendered by Employee.

(a) During the Employment Period, Employee shall serve as the President of Sales. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”). 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 co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) 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, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of a sales department. Any change shall be binding on Employee for all purposes of this Agreement.

(c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty.

4. Compensation.

(a) Base Salary. For the services to be rendered by Employee during the Employment Period, the Company shall pay Employee, and Employee agrees to accept a monthly base salary (the “Base Salary”) of Thirty-Seven Thousand Five Hundred Dollars ($37,500) for the Employment Period, payable in accordance with the Company's normal payroll practices. Employee shall be eligible for annual increases in Base Salary based on performance in the sole and absolute discretion of the Compensation Committee or their designee.

(b) Annual Bonus. Employee shall be eligible for an annual bonus valued at up to One Hundred Fifty Thousand Dollars ($150,000) for each calendar year calculated pursuant to such terms set forth in her commission and mutually agreed upon by the parties hereto. The Company may use the Company's achievement of goals as guidelines to determine Employee's eligibility for such annual bonus. Any cash component of any bonus will be payable in accordance with the Company's normal payroll practices and no later than April 30 following the calendar year for which the bonus, if any, is to be paid. Employee shall be eligible for a bonus for a calendar year, pro-rated or otherwise, provided, however, if Employee is not an employee of the Company: (i) at the time such bonus is to be paid or (ii) if Employee has breached this Agreement or any of its other obligations to the Company as described in the Company's policies and procedures, Company shall not be obligated to pay any bonus for such calendar year.

(e) Total Compensation. Employee agrees and acknowledges by her signature hereto that the compensation set forth in this Section 4 constitutes all of the compensation payable to Employee for her services hereunder and that no other compensation shall be due to Employee hereunder.

6. Termination of Employment.

(v) if Employee commits an act of fraud, misrepresentation or dishonesty related to her employment with the Company, or steals or embezzles assets of the Company; or

(vi) if Employee engages in a conflict of interest or self-dealing.

(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) In the event of any termination of employment pursuant to Section 6, Employee (or Employee's estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base Salary prorated to the date of such termination, (ii) Employee's then current entitlement, if any, under the Company's employee benefit plans and programs, including payment of any vested portion of the equity compensation previously awarded to Employee, (iii) any earned but unpaid commission and (iv) no other compensation (except for equity compensation as expressly set forth below). The parties agree that the payments set forth in this Section 6(c) constitute all of Company's obligations, monetary or otherwise, to Employee under the terms of this Agreement in the event of Employee's termination pursuant to Section 6(a) or 6(b). Additionally, if Employee is terminated pursuant to Section 6(a) (except for 6(a)(iii) as indicated below), all of Employee's equity compensation (including, without limitation, any granted pursuant to this employment agreement or otherwise), vested and unvested, shall terminate and expire, except in the case of vested stock options which Employee has exercised prior to the date of termination (for the avoidance of doubt, all vested equity compensation (except for stock options which have been exercised) shall be forfeited in the event of a termination pursuant to Section 6(a) (except for a termination pursuant to 6(a)(iii) under which only unvested stock options shall be forfeited)). Notwithstanding the foregoing, in the case of a termination pursuant to Section 6(d), additional payments shall be due as expressly set forth below.

(f) In addition, in the event of a termination by the Company other than pursuant to Sections 6(a) and 6(b) hereof, subject to Employee's (x) timely election of continuation

(ii) engage in or carry on any Restricted Activity;

(iii) employ or offer to employ or solicit employment of any employee or consultant of the Company or its Related Entities; or

11. Certain Definitions. As used in this Agreement, the following capitalized terms have the meanings indicated:

Person. Any individual, corporation, partnership, joint venture, limited liability partnership or limited liability company, trust, unincorporated organization, association or other entity.

17. Section 409A of the Code.

within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination of her employment to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the providing of any benefit made subject to this Section 17(b), to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B) and to the extent such payment and benefits exceed the Separation Pay Limit (as defined herein) , such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee's “separation from service” and (ii) the date of Employee's death. On the first day of the seventh month following the date of Employee's “separation from service” or, if earlier, on the date of her death, all payments delayed pursuant to this Section 17(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the “Separation Pay Limit” means two times the lesser of: (i) Employee's annualized compensation based on Employee's annual rate of pay for Employee's taxable year preceding the taxable year in which Employee's termination of employment occurs; and (ii) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Code Section 401(a)(17) for the year in which Employee terminates employment.

IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 16th day of April 2012 to be EFFECTIVE FOR ALL PURPOSES as of the Effective Date.

"COMPANY"

DIAL GLOBAL, INC.

By: /S/SPENCER L.BROWN

Name: Spencer L. Brown

Title: Co-Chief Executive Officer

Address: 220 West 42^nd Street

New York, NY 10036

"EMPLOYEE"

/S/EILEEN DECKER

Eileen Decker

Address:

EX-10.4 5 ex104mammoneagreement.htm MAMMONE AGREEMENT Ex 10.4 Mammone Agreement

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is entered into by and between Edward A. Mammone

(“Employee”) and Dial Global, Inc. (the “Company”).

2. Term of Employment. Subject to the provisions for termination hereinafter provided, Employee's term of employment by the Company shall commence on April 16, 2012 (the “Effective Date”) and shall continue in effect through the second 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 180^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 sixty (60) 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 sixty (60) days' prior written notice shall apply. The period from the Effective Date through the date of termination is hereinafter referred to as the "Employment Period". For purposes of this Agreement, the “date of termination” shall be deemed to be the effective date of termination.

3. Services to be Rendered by Employee.

(b) The Company may from time to time call on Employee to perform services related to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreement.

(c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty.

4. Compensation.

(a) Base Salary. For the services to be rendered by Employee during the Employment Period, the Company shall pay Employee, and Employee agrees to accept a monthly base salary (the “Base Salary”) of Twenty Five Thousand Dollars ($25,000) for the Employment Period, payable in accordance with the Company's normal payroll practices. Employee shall be eligible for annual increases in Base Salary based on performance in the sole and absolute discretion of the Compensation Committee or their designee.

(b) Annual Bonus. Employee shall be eligible for an annual discretionary bonus for each calendar year in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee. The Company may use the Company's achievement of goals as guidelines to determine Employee's eligibility for such annual bonus. Any cash component of any bonus will be payable in accordance with the Company's normal payroll practices and no later than April 30 following the calendar year for which the bonus, if any, is to be paid. Employee shall be eligible for a bonus for a calendar year, pro-rated or otherwise, provided, however, if Employee is not an employee of the Company: (i) at the time such bonus is to be paid or (ii) if Employee has breached this Agreement or any of its other obligations to the Company as described in the Company's policies and procedures, Company shall not be obligated to pay any bonus for such calendar year.

6. Termination of Employment.

(v) if Employee commits an act of fraud, misrepresentation or dishonesty related to his employment with the Company, or steals or embezzles assets of the Company; or

(vi) if Employee engages in a conflict of interest or self-dealing.

(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) In the event of any termination of employment pursuant to Section 6, Employee (or Employee's estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base Salary prorated to the date of such termination, (ii) Employee's then current entitlement, if any, under the Company's employee benefit plans and programs, including payment of any vested portion of the equity compensation previously awarded to Employee, (iii) any earned but unpaid commission and (iv) no other compensation (except for equity compensation as expressly set forth below). The parties agree that the payments set forth in this Section 6(c) constitute all of Company's obligations, monetary or otherwise, to Employee under the terms of this Agreement in the event of Employee's termination pursuant to Section 6(a) or 6(b). Additionally, if Employee is terminated pursuant to Section 6(a) (except for 6(a)(iii) as indicated below), all of Employee's equity compensation (including, without limitation, any granted pursuant to this employment agreement or otherwise), vested and unvested, shall terminate and expire, except in the case of vested stock options which Employee has exercised prior to the date of termination (for the avoidance of doubt, all vested equity compensation (except for stock options which have been exercised) shall be forfeited in the event of a termination pursuant to Section 6(a) (except for a termination pursuant to 6(a)(iii) under which only unvested stock options shall be forfeited)). Notwithstanding the foregoing, in the case of a termination pursuant to Section 6(d), additional payments shall be due as expressly set forth below.

(f) In addition, in the event of a termination by the Company other than pursuant to Sections 6(a) and 6(b) hereof, subject to Employee's (x) timely election of continuation

(ii) engage in or carry on any Restricted Activity;

(iii) employ or offer to employ or solicit employment of any employee or consultant of the Company or its Related Entities; or

11. Certain Definitions. As used in this Agreement, the following capitalized terms have the meanings indicated:

Person. Any individual, corporation, partnership, joint venture, limited liability partnership or limited liability company, trust, unincorporated organization, association or other entity.

17. Section 409A of the Code.

IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 16^th day of April 2012 to be EFFECTIVE FOR ALL PURPOSES as of the Effective Date.

"COMPANY"

DIAL GLOBAL, INC.

By: /S/SPENCER L.BROWN

Name: Spencer L. Brown

Title: Co-Chief Executive Officer

Address: 220 West 42^nd Street

New York, NY 10036

"EMPLOYEE"

/S/EDWARD A. MAMMONE

Edward A. Mammone

Address:

EX-10.5 6 ex105stockoptionawardemplo.htm FORM OF STOCK OPTION AGREEMENT FOR EMPLOYEES Ex 10.5 Stock Option Award (Employee) March 1 2012

Exhibit 10.5

EMPLOYEE FORM

DIAL GLOBAL, INC. 2011 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

This Agreement is dated as of March 1, 2012, and is entered into by and between Dial Global, Inc. (the “Company”), and [Name] (the “Participant”). Reference is made to the Dial Global, Inc. 2011 Stock Option Plan (the “Plan”). Pursuant to the Plan, the Company grants to the Participant an Option (the “Stock Option” herein) to purchase shares of the Class A Common Stock, $0.01 par value per share, of the Company (“Common Stock”) as set forth below. A summary is set forth in the attached Exhibit “A” which is incorporated by this reference.

The parties agree to the following terms and conditions:

1.Definitions. Unless otherwise defined in this Agreement, terms used in this Agreement will have the meanings as set forth in the Plan.

2.Grant of Stock Option. The Company grants to Participant an Incentive Stock Option to purchase all or part of [________] shares of Common Stock at the price of $2.47 per share subject to the terms and conditions of the Plan. The number of shares subject to the Stock Option and the price per share are subject to adjustment in certain events as provided in the Plan.

3.The Stock Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, the Stock Option will not qualify as an “incentive stock option,” if, among other events, (i) the Participant disposes of the Common Stock acquired pursuant to the Option at any time during the two (2) year period following the date of this Agreement or the one (1) year period following the date on which the Option is exercised; or (ii) except in the event of the Participant's death or Disability, the Participant is not employed by the Company, any “subsidiary corporation” (within the meaning of Section 424(f) of the Code) or “parent corporation” (within the meaning of Section 424(e) of the Code) at all times during the period beginning on the date of this Agreement and ending on the date that is three (3) months before the date of exercise of the Stock Option; and will not qualify as an “incentive stock option” to the extent that the aggregate fair market value (determined as of the time the Option is granted) of the Common Stock subject to “incentive stock options” held by Participant that become exercisable for the first time in any calendar year exceeds $100,000. To the extent that the Stock Option does not qualify as an “incentive stock option,” it shall not affect the validity of the Stock Option and shall constitute a separate nonqualified stock option.

4.Term of Stock Option. The Stock Option will expire as provided in Section 6 hereof, but not later than ten (10) years from the date of grant, or five (5) years in the case of a Ten Percent Stockholder.

5.Vesting of Stock Option. The Stock Option may be exercised, in whole or in part, at any time or from time to time during the balance of the term of the Stock Option pursuant to the

vesting schedule set forth in Exhibit “A”, subject to Section 11 hereof. The minimum number of shares of Common Stock for which this Stock Option may be exercisable at any one time is one hundred (100), unless the number of shares exercisable thereunder is fewer than one hundred (100). The Stock Option may be exercised only by the Participant (or by his or her guardian or legal representative), except as provided in Section 7.A. hereof in the case of the Participant's death.

6.Manner of Exercise. This Stock Option may be exercised in whole or in part, by delivering to the Company a Notice of Exercise substantially in the form attached hereto as Exhibit “B” stating the number of Shares with respect to which the Stock Option is being exercised. The Company will have no obligation upon exercise of the Stock Option until payment has been received by the Company for all sums due with respect to such exercise, including the Participant's federal, state and local income and employment taxes. Shares of Common Stock purchased upon the exercise of the Stock Option must be paid for in full by one or a combination of the following methods: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on any national securities exchange, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Company to sell Shares and to deliver the sales proceeds to the Company; (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, payment in full or in part in the form of shares of Common Stock for which the Participant has good title free and clear of any liens and encumbrances) based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee); or (iv) a combination of the above methods.

7.Termination.

A.Upon the Participant's Termination of Employment with the Company or its Affiliates, all of the then-vested portion of the Stock Option (taking into account item 6 of Exhibit “A”) shall remain exercisable as follows, but in no event later than the end of the term of the Stock Option:


(i)	one (1) year in the event of the Participant's Retirement;


(ii)	one (1) year in the event of the Participant's death (in which case the Participant's estate or legal representative may exercise such portion of the Stock Option) or “Disability”;


(iii)	three (3) months for any other Termination of Employment with the Company or its Affiliates other than the Participant's death or Disability or a Termination of Employment for Cause.

B.Upon the Participant's Termination of Employment with the Company or its Affiliates for “Cause,” as defined in the Employment Agreement, all of the outstanding portion of the Stock Option (whether vested or unvested) shall immediately terminate upon such Termination of Employment.

C.Other than as set forth in item 6 of Exhibit “A”, the portion of the Stock Option that is not vested as of the date of the Participant's Termination of Employment with the Company or its Affiliates for any reason shall terminate and expire as of the date of such termination.

8.Assignment or Transfer. Except as provided herein, the Stock Option is not: (i) assignable or subject to any encumbrance, pledge or charge of any nature, whether by operation of law or otherwise; (ii) subject to execution, attachment or any legal or quasi-legal process similar to execution or attachment; or (iii) transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, if permitted by the Committee, Participant may transfer all or a portion of the Stock Option to members of his Immediate Family (as defined below), to one or more trusts for the benefit of such Immediate Family members, to one or more partnerships where such Immediate Family members are the only partners, or to one or more limited liability companies (or similar entities) where such Immediate Family members are the only members or beneficial owners of the entity, if (i) the Participant does not receive any consideration in any form whatsoever for such transfer, (ii) such transfer is permitted under applicable tax laws, (iii) if the Participant is an “Insider,” such transfer is permitted under Rule 16b-3 of the Exchange Act, and (iv) any such transferee agrees in writing, prior to such transfer being effective, to be bound by the terms of this Agreement and the Plan. For purposes hereof, “Immediate Family” means the Participant and the Participant's spouse, children and grandchildren.

9.No Rights as Stockholder. The Participant, and any beneficiary or other person claiming under or through him or her, will not have any right, title or interest in or to any shares of Common Stock allocated or reserved for the Plan or subject to the Stock Option except as to such shares of Common Stock, if any, as have been previously sold, issued or transferred to him or her.

10.Modification and Termination. The rights of the Participant are subject to modification and termination in certain events as provided in the Plan. The Participant acknowledges receipt of a copy of the Plan by signing and returning a copy of this Agreement to the Company. Except as otherwise provided in the Plan, no amendment or discontinuance of the Plan will adversely affect the Participant or the Stock Option. Except as otherwise provided in the Plan, no modification of this Agreement may be made other than in a writing signed by the Company and the Participant.

11.Securities Representations. The grant of the Stock Option and issuance of shares of Common Stock upon exercise of the Stock Option shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such Common Stock would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. As a condition to the exercise of the Stock Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

The Common Stock is being issued to the Participant, and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

A.the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant's representations set forth in this Section 11;

B.the Common Stock must be held indefinitely by the Participant unless (i) an exemption from the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Common Stock (or to file a “re-offer prospectus”);

C.the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with and that any sale of the Common Stock may be made only in limited amounts in accordance with such terms and conditions.

12.Six (6) Month Holding Period. Except to the extent such transaction is exempt pursuant to Rule 16b-3(d) of the Exchange Act, the Participant is prohibited from selling or otherwise disposing of shares of Common Stock received upon the exercise of the Stock Option within six (6) months from the date the Stock Option is granted.

13.No Obligation to Continued Service. This Agreement is not an agreement of employment or for other services. This Agreement does not guarantee that the Company or its Affiliates will employ or retain the Participant for any specific time period, nor does it modify in any respect the Company's or its Affiliates' right to terminate or modify the Participant's service or employment relationship or compensation at any time.

14.Provisions of Plan Control. This Agreement is subject to all of the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee in good faith, and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement and the Plan contain the entire understanding of the parties with respect to the subject matter hereof (other than any exercise notice or other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.

15.Miscellaneous. This Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware. This Agreement may be executed in counterparts, each of

which shall be an original and both of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

DIAL GLOBAL, INC. PARTICIPANT

By:___________________________________ By:______________________________

(Signature) (Signature)

Name: Spencer Brown Name:

(Type or Print) (Type or Print)

Title: co-Chief Executive Officer

Date: March __, 2012 Date: March __, 2012

THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT HE OR SHE HAS RECEIVED A COPY OF THE PLAN.

By:_______________________________

Participant

Date: March __, 2012

EXHIBIT “A”



1	Participant	[______]
2	No. of shares of Common Stock subject to the Stock Option Granted:	[_______]
3	Exercise Price	$2.47
4	Type of Option Granted (Incentive/Non-Qualified):	Incentive Stock Option to the maximum extent permitted; to the extent not qualifying as an Incentive Stock Option, a non-qualified stock option
5	Date of Grant:	March 1, 2012
6	Vesting Schedule	This Stock Option shall become vested and exercisable during the Participant's continued employment with the Company and its Affiliates as follows: 25% shall become vested and exercisable as of the first anniversary of the Date of Grant and on each of the three anniversaries thereafter, commencing on March 1, 2013 through and including March 1, 2016; such that, upon March 1, 2016, the Participant shall be fully vested in the Stock Option. Notwithstanding the foregoing, upon a Change of Control or upon the Participant's death or termination due to Disability, in either case if the Participant has remained continuously employed by the Company and its Affiliates from the date of grant to the date of the Change of Control or the Participant's death or termination due to Disability, any portion of this Stock Option that remains unvested shall become immediately fully vested and exercisable as of such Change of Control, death or termination due to Disability. For purposes of this Section, the terms “Change of Control”, “Affiliate”, “Disability” “Investors” and “Permitted Holders” shall have such meanings given to them below. (a) “Change in Control” means (i) the occurrence of a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of



		common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby (A) any “person” (as defined in Section 3(a)(9) of the Exchange Act) or any two or more persons deemed to be one “person” (as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), excluding Permitted Holders or an employee benefit plan maintained by the Company or any of its Affiliates, directly or indirectly acquire(s) “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than thirty-five percent (35%) of the total combined voting power of the Company's securities outstanding immediately after such acquisition, and (B) Oaktree Capital Management, L.P. and any Oaktree Affiliate cease to collectively own securities of the Company possessing more than twenty percent (20%) of either the total combined voting power of the Company's securities or the total common equity value of the Company; (ii) the date upon which individuals who constitute the Board as of October 21, 2011 after the merger (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the merger's closing date (October 21, 2011) whose election or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then constituting the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; (iii) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” (as defined in Section 3(a)(9) of the Exchange Act) or to any two or more persons deemed to be one “person” (as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than Permitted Holders (provided that such sale of assets to Permitted Holders is proportionate to their equity ownership of the Company); or (iv) the date



		upon which, as a result of Oaktree Capital Management, L.P. and any Oaktree Affiliate having collectively sold, transferred or disposed securities of the Company to Persons other than Oaktree Capital Management, L.P. or any Oaktree Affiliate on and prior to such date, (A) such entities cease to collectively own securities of the Company possessing more than twenty percent (20%) of either the total combined voting power of the Company's securities or the total common equity value of the Company and (B) such entities cease to collectively hold, as compared to any other stockholder of the Company, the greatest total combined voting power of the Company's securities and the greatest portion of the total common equity value of the Company. (b)“Affiliate” of any particular person or entity means any other person or entity controlling, controlled by or under common control with such particular person or entity, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of an entity whether through the ownership of voting securities, by contract or otherwise. (c) “Disability” means Executive's inability to perform the essential duties, responsibilities and functions of his position with the Company and its Subsidiaries for a period of 120 consecutive days or for a total of 180 days during any 12-month period as a result of any mental or physical illness, disability or incapacity even with reasonable accommodations for such illness, disability or incapacity provided by the Company and its Subsidiaries or if providing such accommodations would be unreasonable, all as determined by the Board in its reasonable good faith judgment. Executive shall cooperate in all respects with the Company if a question arises as to whether he has become disabled (including submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss Executive's condition with the Company on a confidential basis).
		(d)“Investors” means (i) The Gores Group, LLC, and (ii) Oaktree Capital Management, L.P. (e) “Permitted Holders” means, directly or indirectly, the Investors and their Affiliates (including without limitation any Oaktree Affiliates).
7	Expiration Date:	Ten (10) years after the date of grant, subject to earlier termination as provided in the Agreement.

EXHIBIT “B”

FORM OF NOTICE OF EXERCISE

(To be signed only upon exercise of Stock Option)

TO: Dial Global, Inc. (the “Company”)

The undersigned, the holder of a Stock Option to purchase [_________] shares of the Company's Common Stock pursuant to the enclosed Stock Option Agreement dated March __, 2012, hereby irrevocably elects to exercise the purchase rights represented by the Stock Option and to purchase thereunder [_________] shares of Common Stock and herewith encloses a certified or cashier's check in the amount of $[_________] and/or [_________] shares of the Company's Common Stock in full payment of the exercise price and all federal and state income taxes required to be paid in connection with the purchase of such shares.

Dated: [_________]

By:______________________________________

(Signature must conform in all respects to name of holder as specified on the face of the Stock Option).

Name:____________________________________

(Print or Type)

____________________________________

(Address)

____________________________________

(Social Security Number)