8-K

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): November 28, 2005

WESTWOOD ONE, 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.)

40 West 57th Street, 5th Floor New York, NY	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 641-2000

(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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

EX-99.1: AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT

Section 1 Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

     On November 28, 2005, the Board of Directors (the “Board”) of Westwood One, Inc. (the “Company”) approved the amendment of the Company’s employment agreement (the “Amendment”) with the Company’s Chairman of the Board, Norman J. Pattiz (“Pattiz”), made as of April 29, 1998 and amended as of October 27, 2003 (as amended, the “Agreement”). The Amendment was entered into by the Company and Pattiz on November 28, 2005 and states that in lieu of the Company granting Pattiz a non-qualified option to purchase 50,000 shares of common stock on December 1^st of each year as previously contemplated by the Agreement, beginning on December 1, 2005, the Company will grant to Pattiz: (i) a non-qualified option to purchase 25,000 shares of common stock of the Company, and (ii) 8,333 restricted stock units. Each grant shall be issued pursuant to the terms of the Company’s 2005 Equity Compensation Plan, which was adopted by the Company’s stockholders on May 25, 2005.

     Except as expressly provided in the Amendment, Pattiz’s existing Agreement was not modified and will continue in full force and effect.

     The foregoing description is qualified in its entirety by reference to the Amendment which is attached hereto as Exhibit 99.1, the terms of which are incorporated by reference herein in their entirety. A copy of the Agreement was previously filed with the Securities and Exchange Commission (“SEC”) as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 and a copy of the Amendment thereto was previously filed with the SEC as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. In addition, the terms of the stock options granted to Pattiz on December 1, 2003 and December 1, 2004 pursuant to the terms of the Agreement were amended by a letter from the Company to Pattiz, dated May 25, 2005, a copy of which letter was previously filed with the SEC as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated as of May 25, 2005.

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
99.1	Amendment No. 2, dated November 28, 2005, to the Employment Agreement, entered into by and between Westwood One, Inc. and Norman J. Pattiz, made as of April 29, 1998, as amended.

SIGNATURES

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

	WESTWOOD ONE, INC.
Date: November 29, 2005	By:	/s/ David Hillman
		Name:	David Hillman
		Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Current Report on Form 8-K
dated November 28, 2005

Westwood One, Inc.

Exhibit
No.	Description of Exhibit
99.1	Amendment No. 2, dated November 28, 2005, to the Employment Agreement, entered into by and between Westwood One, Inc. and Norman J. Pattiz, made as of April 29, 1998, as amended.

EX-99.1

Exhibit 99.1

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
BETWEEN WESTWOOD ONE, INC. AND NORMAN J. PATTIZ

     The following, upon execution by the parties hereto, shall constitute Amendment No. 2, dated as of November 28, 2005 (this “Amendment”), by and between Westwood One, Inc. (the “Company”) and Norman J. Pattiz (“Employee”) to the Employment Agreement, entered into by and between the Company and Employee, made as of April 29, 1998, as amended by the Amendment to Employment Agreement between the Company and Employee, dated as of October 27, 2003 (as amended, the “Agreement”). Capitalized terms used but not defined herein have the meaning set forth in the Agreement. The parties hereto agree that the terms of the Agreement are hereby modified as set forth herein. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail. For the avoidance of doubt, this Agreement shall not supersede the letter to Employee from David A. Hillman, dated May 25, 2005, regarding the options granted to Employee on December 1, 2003 and December 1, 2004.

1.	Section 3.3 of the Agreement shall be amended by deleting the parenthetical “i.e., through November 30, 2003” in its entirety.
2.	Section 4 (Stock Options) of the Agreement shall be amended by renumbering and renaming the first paragraph of such Section, “4.1 1999 Option Shares” and replacing all references in such paragraph to “Option Shares” with “1999 Plan Option Shares”. Section 4 of the Agreement shall be further amended by renumbering and renaming the second paragraph of such Section as “4.3 Event of Change”.
3.	Section 4 of the Agreement shall be amended by adding the following as Section 4.2:
	“4.2 2005 Equity Awards.
	Notwithstanding anything set forth in Section 4.1 to the contrary, beginning on December 1, 2005 and on each subsequent December 1 during the Extended Term (each, a “Grant Date”), in lieu of 50,000 shares of common stock as described in Section 4.1 above, the Company shall grant to Employee (i) a non-qualified option to purchase 25,000 shares of common stock of the Company (the “2005 Plan Option Shares”) and (ii) 8,333 restricted stock units (the “2005 Plan RSUs” and collectively with the 1999 Plan Option Shares and the 2005 Plan Option Shares, the “Option Shares”), each pursuant to terms of the Westwood One, Inc. 2005 Equity Compensation Plan (the “2005 Plan”). Notwithstanding the foregoing: (i) any 2005 Plan Option Shares granted to you shall be subject to the terms and conditions set forth in any stock option agreement between Employee and the Company; (ii) any 2005 Plan RSUs granted to you shall be subject to the terms and conditions set forth in a restricted stock unit agreement between Employee and the Company substantially similar to any such agreement provided to other Company directors; and (iii) any 2005 Plan Option Shares and any 2005 Plan RSUs shall be subject to the terms and conditions set forth in the 2005 Plan, including, but not limited to, termination dates, restrictions and expirations set forth therein.”

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4.	Paragraph (a) of Section 8.5 (Rights Upon Event of Change) of the Agreement shall be amended by deleting the reference therein to “Section 4.2 hereof” and replacing such reference with “Section 4.1 or Section 4.2, as applicable”.
5.	Section 11.1 (Notices) of the Agreement shall be amended by deleting such Section in its entirety and replacing it with the following:
	“11.1 Notices. All notices, demands, and requests required or permitted to be given under the provisions of this Agreement shall be (a) in writing, (b) delivered by personal delivery, commercial delivery, overnight courier or registered or certified mail, return receipt requested, (c) deemed to have been given on the date of personal delivery or the date set forth in the records of the delivery service or on the return receipt, and (d) addressed as follows:

If to Employee:

Norman J. Pattiz
Westwood One, Inc.
8966 Washington Blvd.
Culver City, California 90232

With a copy to:

Flaxman & Blakely
Shelterpoint Business Center
591 Redwood Highway
Suite 2275
Mill Valley, California 94941
Attn: Peter Flaxman, Esq.

If to Company:

Westwood One, Inc.
40 West 57^th Street
15^th Floor
New York, NY 10019
Attn: General Counsel

or to any other or additional persons and addresses as the parties may from time to time
designate in a writing delivered in accordance with this Section.”

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6.	Except as amended hereby, all provisions of the Employment Agreement are hereby ratified in full and shall remain unmodified and in full force and effect.
7.	The effective date of this Amendment shall be the date first written above.

     IN WITNESS WHEREOF, this Amendment is executed as of the effective date of this Amendment.

WESTWOOD ONE, INC.			EMPLOYEE
By:	/s/ Shane Coppola		/s/ Norman J. Pattiz
	Name:	Shane Coppola	Norman J. Pattiz
	Title:	Chief Executive Officer

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