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): June 26, 2006

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: AMENDED EMPLOYMENT AGREEMENT

Section 1 Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

     On June 30, 2006, Westwood One, Inc. (the “Company”) entered into an agreement with Andrew Zaref, the Chief Financial Officer of the Company, regarding the terms of an extension to his existing employment agreement (the “Employment Agreement”) with the Company. Pursuant to the terms of such amendment (“Amendment”), Mr. Zaref will continue to serve as the Company’s Chief Financial Officer until June 30, 2009 at an annual base salary of $500,000, effective July 1, 2006. Mr. Zaref will be eligible for a discretionary bonus target of $275,000 for calendar year 2006 and $350,000 for any calendar year after 2006, as further described in the Amendment. He will receive a signing bonus of 25,000 shares of restricted stock of the Company on June 30, 2006 and beginning in each calendar year after 2006, Company management will recommend Zaref receive not less than 75% of the equity compensation awarded in such year to the Company’s Chief Executive Officer. Such awards 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, all provisions of Zaref’s existing Employment Agreement will remain unmodified and 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 Zaref’s Employment Agreement was filed with the SEC on March 16, 2005 as Exhibit 10.15 to the Company’s annual report on Form 10-K for the year ended December 31, 2004. CBS Radio Inc. (“CBS Radio”), a wholly-owned subsidiary of CBS Corporation, manages the business and operations of the Company pursuant to the terms of a management agreement. Pursuant to such agreement, CBS Radio provides the services of a chief executive officer and a chief financial officer to the Company and accordingly, reimburses the Company for Mr. Zaref’s salary and bonus.

Section 5 Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On June 26, 2006, Dennis Holt notified the Company of his intention to resign as a director of the Company, effective July 7, 2006.

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. 1 to Employment Agreement, dated as of June 30, 2006, between Westwood One, Inc. and Andrew Zaref.

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.

	WESTWOOD ONE, INC.
Date: June 30, 2006	By:	/s/ David Hillman
		Name:	David Hillman
		Title:	EVP, Business Affairs, General
			Counsel and Secretary

EXHIBIT INDEX

Current Report on Form 8-K
dated June 26, 2006

Westwood One, Inc.

Exhibit
No.	Description of Exhibit
99.1	Amendment No. 1 to Employment Agreement, dated as of June 30, 2006, between Westwood One, Inc. and Andrew Zaref.

EX-99.1

Execution Version

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
BETWEEN WESTWOOD ONE, INC. AND ANDREW ZAREF

          The following, upon execution by the parties hereto, shall constitute Amendment No. 1, dated June 30, 2006 (this “Amendment”), by and between Westwood One, Inc. (the “Company”) and Andrew Zaref (“Employee”) to the Employment Agreement, entered into by and between the Company and Employee, effective as of January 1, 2004 (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.

1.	Section 2 (Term of Employment) of the Agreement shall be amended by deleting the first sentence of such Section and replacing it with the following:
	“Subject to the provisions for termination hereinafter provided, Employee’s term of employment by the Company shall commence no later than January 1, 2004 (the “Effective Date”) and shall continue in effect until June 30, 2009 (such period designated herein, the “Term”).”
2.	Section 3 (Services to be Rendered by Employee) of the Agreement shall be amended by inserting the word “additional” after the word “such” in the second sentence of subsection (a), deleting subsection (b) and re-lettering subsections (c) and (d) as subsections (b) and (c), respectively.
3.	Section 4 (Compensation) of the Agreement shall be amended by deleting such Section and replacing it with the following in its entirety:
	“4. Compensation.

(a)

Base Salary. For the services to be rendered by Employee during Employee’s employment by the Company, the Company shall pay Employee, and Employee agrees to accept, an annual base salary (the “Base Salary”) of: (i) $350,000 for the period January 1, 2004 through December 31, 2004; (ii) $375,000 for the period January 1, 2005 through December 31, 2005; (iii) $400,000 for the period January 1, 2006 to June 30, 2006; and (iv) effective July 1, 2006, $500,000 for the duration of the Term.

(b)

Discretionary Bonus. Employee shall be eligible for a discretionary bonus target of: (i) $150,000 for the period January 1, 2004 through December 31, 2004; (ii) $175,000 for the period January 1, 2005 through December 31, 2005; (iii) $275,000 for the period January 1, 2006 through December 31, 2006; and (iv) $350,000 for any calendar

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	year of the Term after 2006 in the sole and absolute discretion of the Chief Executive Officer, Board of Directors or its Compensation Committee. Any bonus awarded will be payable in accordance with the Company’s normal payroll practices payable in February of the subsequent year. Employee shall not be eligible for any bonus for a calendar year, pro-rated or otherwise, if the Employee is not an Employee of the Company: (i) at the end of the applicable calendar year; (ii) if Employee has breached this Agreement.
(c)	Signing Bonus. For the services to be rendered by Employee during the Term, Employee shall receive no later than July 1, 2006, as a signing bonus, an award of 25,000 shares of restricted stock which shall vest annually in equal installments over a four-year period, commencing on the first anniversary of the grant date, in accordance with the Company’s 2005 Equity Compensation Plan.
(d)	Equity Compensation. In each calendar year after 2006 during the Term, Company management shall recommend that the Compensation Committee grant Employee an equity compensation award that shall be not less than 75% of the equity compensation awarded to the Company’s Chief Executive Officer during such calendar year, which grant shall be subject to the approval of and in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee. Such award shall be subject to the terms and conditions established by the Compensation Committee for similarly situated executives of the Company and otherwise in accordance with the Company’s 2005 Equity Compensation Plan.
(e)	Paydates; Customary Employee Deductions. Employee’s Base Salary shall be payable in conformity with the Company’s payroll policies in effect from time to time. For any and all compensation or bonus paid by the Company to Employee pursuant to this Section 4, the Company shall be entitled to deduct income tax withholdings, social security and other customary employee deductions in conformity with the Company’s payroll policies in effect from time to time.
(f)	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, except that Employee shall be reimbursed for his reasonable expenses as set forth in Section 5 hereof.”

4. Section 7(a) (Termination of Employment) of the Agreement shall be amended by deleting the first three lines of such Section and replacing it with the following in its entirety:

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	“(a) Termination for Cause. During the Employment Period, the Company shall have the right to terminate the employment of Employee hereunder by giving written notice thereof to Employee in the event of any of the occurrences set forth in clauses (i) – (iv) below, which notice shall state the circumstances or events constituting Cause; provided, that, in the case of Sections 7(a)(i), 7(a)(ii) or 7(a)(iii) hereunder, Employee shall be given a reasonable opportunity to cure, but in no event more than ten (10) business days, to the extent such act or failure to act is curable.”
5.	Sections 13 and 20 (Merger or Reorganization; Certain Definitions) of the Agreement shall be amended by deleting all references to “Viacom, Inc.” and replacing all such references with: “CBS Corporation”.
6.	Except as amended hereby, all provisions of the Agreement shall remain unmodified and in full force and effect and are hereby ratified and confirmed.
7.	This Amendment shall have no binding effect until execution hereof by two (2) corporate officers of the Company and Employee.
8.	The effective date of this Amendment shall be July 1, 2006.

[Next page is a signature page]

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     IN WITNESS WHEREOF, this Amendment is executed as of the date first written above TO BE EFFECTIVE as of the effective date of this Amendment.

WESTWOOD ONE, INC.			EMPLOYEE
By:	/s/ David Hillman		/s/ Andrew Zaref
Name:		David Hillman	Andrew Zaref
Title:		EVP, Business Affairs and
		General Counsel
By:	/s/ Peter Kosann
Name:		Peter Kosann
Title:		President and CEO

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