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): August 27, 2010

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.)

1166 Avenue of the Americas, 10th Floor New York, NY	10036
(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:

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(e) of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

(a) Effective August 31, 2010, Norman J. Pattiz (“Pattiz”) resigned as Chairman of the Board of Directors (“Board”) of Westwood One, Inc. (the “Company” or “Westwood”). In connection therewith, on August 27, 2010, Pattiz and the Company entered into an Agreement for Termination of Employment Agreement to terminate Pattiz’s employment agreement, made as of April 29, 1998 (as subsequently amended to date), effective August 31, 2010. Pattiz became Chairman Emeritus and Mark Stone, the Company’s Vice-Chairman of the Board, became Chairman of the Board, effective on August 31, 2010. Pattiz agreed to provide consulting services to the Company as described in more detail below. A copy of the Company’s employment agreement with Pattiz was previously filed with the SEC.

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.

(b) As described above, effective August 31, 2010, Norman J. Pattiz resigned as Chairman of the Board and as a director of the Company.

(e) On August 27, 2010, the Company entered into a consulting agreement (“Consulting Agreement”) with Courtside LLC (“Courtside”) for the personal services of Pattiz, such agreement to be effective for one year beginning on September 1, 2010 and ending on August 31, 2010. Pursuant to such agreement, Courtside will provide Pattiz’s consulting services to the Company at an annual fee of $340,000 (payable in monthly installments), which term may be renewed for an additional one-year term upon the mutual agreement of the parties. The Consulting Agreement is terminable by either party upon thirty (30) days’ notice. As part of such agreement, for the term thereof, the Company will continue to provide to Pattiz, office accommodations and an assistant in the Company’s Culver City office, reimbursement for reasonable and customary business expenses and will also pay directly the cost of continued group health benefits pursuant to COBRA for Pattiz. If either: (1) the Consulting Agreement terminates on August 31, 2011 and the Company decides not to renew the Consulting Agreement or (2) if the Company decides to terminate the Consulting Agreement prior to August 31, 2011, the Consulting Agreement will terminate, however, in such event, the Company will continue to engage Pattiz as a consultant through February 28, 2013, or such earlier time as Pattiz voluntarily terminates his services (such period, the “Continued Engagement Period”). During the Continued Engagement Period, no compensation or benefits will be paid by the Company to Pattiz, however, any outstanding stock options issued to Pattiz will continue to vest, subject to the terms of the stock option agreements and the Company’s 2010 Equity Compensation Plan.

As part of the Consulting Agreement, during the term and during the Continued Engagement Period, neither Courtside nor Pattiz will, without the Company’s prior written consent: (1) employ, hire or engage, directly or indirectly, any employee or consultant of the Company or its related entities, or any person or entity under an exclusive contract in radio with the Company or its related entities, to provide voice talent to the Company or its related entities or (2) enter into any agreement which is in any manner competitive with the Company’s then network radio business. Additionally, Courtside and Pattiz have each agreed to customary terms regarding keeping confidential Westwood’s confidential and proprietary information.

Copies of the Consulting Agreement and Agreement for Termination of Employment Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, the terms of which are incorporated by reference herein in their entirety. A copy of the press release announcing Mr. Pattiz’s retirement and the election of Mark Stone as Chairman of the Board is attached as Exhibit 99.1.

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	Consulting Agreement, made as of August 27, 2010, by and between Courtside, LLC for the personal services of Norman J. Pattiz, and the Company.
10.2	Agreement for Termination of Employment Agreement, made and entered into as of August 27, 2010 by and between the Company and Norman J. Pattiz.
99.1	Press Release, dated as of August 30, 2010, announcing the retirement of Norman J. Pattiz and the election of Mark Stone as Chairman of the Board.

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: September 2, 2010	By:	/s/ David Hillman
		Name:	David Hillman
		Title:	Chief Administrative Officer; EVP, Business Affairs; General Counsel and Secretary

EXHIBIT INDEX

Current Report on Form 8-K
dated August 27, 2010

Westwood One, Inc.

Exhibit
No.	Description of Exhibit
10.1	Consulting Agreement, made as of August 27, 2010, by and between Courtside, LLC for the personal services of Norman J. Pattiz, and the Company.
10.2	Agreement for Termination of Employment Agreement, made and entered into as of August 27, 2010 by and between the Company and Norman J. Pattiz.
99.1	Press Release, dated as of August 30, 2010, announcing the retirement of Norman J. Pattiz and the election of Mark Stone as Chairman of the Board.

EX-10.1

CONSULTING AGREEMENT

This Agreement (“Agreement”) is made as of the 27th day of August, 2010 (the “Effective Date”) by and between Courtside LLC, a California limited liability company (“Company”), for the personal services of Norman J. Pattiz (“Consultant”), and Westwood One, Inc. (“Westwood”).

In consideration of the foregoing and the terms hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Westwood hereby engages Company to provide the personal services of Consultant, to provide services to Westwood as a consultant and strategic programming advisor, providing strategic advice, recommendations and input regarding the Westwood’s programming and affiliate sales as appropriate, as reasonably requested by and reporting to the Board and/or its designee. These services shall be such services as may be required of a corporate advisor as may be appropriate to achieve the objectives outlined for Consultant by Westwood.

2. The term of this Agreement for the provision of Consultant’s services hereunder shall commence on September 1, 2010 and end on August 31, 2011 (the “Consulting Term”). Upon the mutual agreement of the parties, the Consulting Term may be extended for an addition year through August 31, 2012. Notwithstanding the foregoing, either party may, at its option, terminate this Agreement during the Consulting Term upon 30 days written notice and thereafter shall have no further obligations under this Agreement, except as expressly provided in paragraph 4 below.

3. Provided that Company and Consultant fully comply with all of Consultant’s obligations under this Agreement and subject to the terms of the 2010 Westwood One, Inc. Equity Compensation Plan and any stock option agreements entered into by Consultant, stock options heretofore granted to Consultant, and any as may be hereafter granted to Consultant, shall continue to vest during the Consulting Term in accordance with their current terms, as if Consultant were employed by Company during that period. Notwithstanding the foregoing, Company is not under any obligation to make any further grants to Consultant.

4. In the event that (a) this Agreement terminates on August 31, 2011 and Westwood determines not to renew this Agreement, or (b) Westwood determines to terminate this Agreement earlier than August 31, 2011 pursuant to the terms herein, the Agreement will be deemed terminated; provided, however, that Westwood will continue to engage Consultant (but will not provide the compensation and other benefits provided for herein) through February 28, 2013, or such earlier time as Company voluntarily terminates Consultant’s service with Westwood (the “Continued Engagement Period”), which Company may do upon (30) days prior written notice to Westwood. During the Continued Engagement Period, and subject to the terms of the 2010 Westwood One, Inc. Equity Compensation Plan and any stock option agreements entered into by Consultant, Consultant’s outstanding stock options will continue to vest until the end of the Continued Engagement Period.

5. As full and complete cash compensation for the services provided hereunder, Westwood shall pay Company an annual fee of $340,000 (the “Project Fee”), payable monthly, in arrears. In the event of a termination of this Agreement, the portion of the Project Fee will be paid on a pro-rated basis through the effective date of the termination. Westwood may, as appropriate, issue Company an Internal Revenue Service Form 1099 with respect to the payments set forth herein. In addition, Westwood will pay directly the cost of Consultant’s continued group health benefits pursuant to COBRA through the end of the Consulting Term.

6. Westwood shall provide Consultant with the office accommodations currently used by Consultant, as Chairman of the Board of Directors of Westwood, and an administrative assistant during the Consulting Term, to be used primarily in connection with Consultant’s discharge of his consulting services hereunder.

7. Westwood shall reimburse Company for reasonable and customary expenses incurred by Consultant during the Consulting Term in connection with Consultant’s provision of consulting services hereunder, in accordance with the Westwood’s expense reimbursement policy. In the event travel is required and necessary in connection Consultant’s services hereunder, Westwood shall reimburse Company for first (where available) or business class air travel.

8. Company and Consultant agree that during the Consulting Term and Continued Engagement Period, neither Company nor Consultant will, without the prior written consent of Westwood:

a. employ, hire or engage, directly or indirectly, any employee or consultant of the Westwood or its related entities, or any person or entity under an exclusive contract in radio with Westwood or its related entities to provide voice talent to Westwood or its related entities (a “Voice Talent”); or,

b. enter into any agreement which is in any manner competitive with Westwood’s then network radio business.

9. Company, Consultant and Westwood intend and agree that Company and Consultant are independent contractors and that nothing in this Consulting Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee, agency, partnership, or joint venture between Westwood, on the one hand, and Company and/or Consultant, on the other hand. As an independent contractor, Consultant shall not hold himself out to anyone as an employee of Westwood. Except as authorized by Westwood in writing, Consultant shall not have the authority to bind Westwood with respect to any commitment, contract, obligation or other matter or arrangement whatsoever, and shall not represent that Consultant has such authority to any third party.

10. Company and Consultant accept sole responsibility for the payment of any and all taxes, penalties, interest, Social Security and other withholdings or deductions that Company and/or Consultant may owe to, or are imposed on Company and/or Consultant by, any governmental authority with respect to or on account of any payments or benefits made to Company and Consultant pursuant to this Agreement.

11. Company and Consultant agree that during the Consulting Term and for all time thereafter, neither Company nor Consultant shall use for any purpose, other than the performance of consulting services hereunder, or disclose to any third party, any proprietary or confidential information relating to Westwood (“Confidential Information”) which may come into their possession during the Consulting Term, including any written (including in any electronic form) or oral communication incorporating Confidential Information in any way. Confidential Information shall include, without limitation, information which concerns the affairs of the Westwood and which Westwood could reasonably be expected to desire to be held in confidence, or the disclosure of which would likely be embarrassing, detrimental or disadvantageous to Westwood. Information shall not be deemed Confidential Information which is or becomes generally available to the public other than as a result of a disclosure by Company or Consultant or at its direction.

12. Each party herein will permit the other party to approve any written press releases relating to Consultant’s services prior to public disclosure of any such release. At Westwood’s request, Consultant shall serve as Chairman Emeritus to the Board. In addition, during the Consulting Term, Westwood may use Consultant’s name and approved likeness for promotional purposes.

13. This Agreement shall be construed and enforced in accordance with the laws of the State of California without reference to principles of conflict of laws. Any legal suit, action or proceeding against any party hereto arising out of or relating to this Agreement shall be instituted in a federal or state court in the State of California, and each party hereto waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and each party hereto irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding.

This Agreement constitutes the complete understanding between Company and Westwood, and supersedes all prior agreements and understandings between the parties. No other promises or agreements shall be binding unless signed by Company and Westwood.

Westwood One, Inc.
By:	/s/ Roderick M. Sherwood, III	8/27/10
Authorized Representative		Date
Courtside, LLC
/s/ Norman J. Pattiz		8/27/10
By: Norman J. Pattiz		Date
/s/ Norman J. Pattiz		8/27/10
Norman J. Pattiz, Individually		Date

EX-10.2

AGREEMENT FOR TERMINATION OF
EMPLOYMENT AGREEMENT

This Agreement for Termination of Employment Agreement is made and entered into this 27th day of August, 2010, by and between WESTWOOD ONE, INC., a Delaware corporation (“Company”), and NORMAN J. PATTIZ (“Employee”), with respect to the following facts:

A. Employee founded Company, and has most recently been employed under an Employment Agreement dated April 29, 1998, as amended, and currently serves as Chairman of the Board of Directors of Company;

B. Employee wishes to retire from Company, to terminate his Employment Agreement with Company, and to pursue other interests; and,

C. The parties desire to provide by this Agreement for the termination of Employee’s Employment Agreement (as amended), for Employee’s Resignation from Company’s Board of Directors, and for Employee’s provision of continuing consulting services to Company, all as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1. Termination of Employment Agreement.

a. The Employment Agreement between Employee and Company, dated as of April 29, 1998, as amended by Amendment to Employment Agreement dated as of October 27, 2003, by Amendment No. Two to Employment Agreement dated as of November 28, 2005, by Amendment No. Three to Employment Agreement dated as of January 8, 2008, by Amendment No. Four dated as of December 31, 2008, and Amendment No. Five, dated as of January 11, 2009, is hereby terminated, effective August 31, 2010.

b. The provisions of Paragraph 7 of the Employment Agreement shall survive termination of the Agreement; all other provisions of the Agreement, as amended, shall no longer be of any force or effect.

AGREEMENT FOR TERMINATION OF
EMPLOYMENT AGREEMENT

PAGE 1

c. Concurrently with the execution of this Agreement, Employee will deliver to Company his resignation as Chairman of the Board of Directors, effective August 31, 2010, in the form attached hereto as Exhibit A.

2. Consulting Agreement.

Concurrently with the execution of this Agreement, Company and Courtside, LLC, will enter into a Consulting Agreement, whereby Courtside, LLC will provide Company with the consulting services of Employee, all on the terms and conditions as set forth in Exhibit B hereto.

3. Publicity Releases.

Each party herein will permit the other party to approve any written press releases relating to Employee’s retirement, the termination of Employee’s employment, and Employee’s continuing consulting services to Company, prior to public disclosure of any such release.

IN WITNESS WHEREOF, the parties have executed this Agreement for Termination of Employment Agreement effective August 31, 2010.

“Company”		“Employee”
WESTWOOD ONE, INC.
By	/s/ Roderick M. Sherwood, III	/s/ Norman J. Pattiz
		NORMAN J. PATTIZ
Roderick M. Sherwood, III
(printed name)
President and CFO
(title)

AGREEMENT FOR TERMINATION OF
EMPLOYMENT AGREEMENT

PAGE 2

EX-99.1

Exhibit 99.1

WESTWOOD ONE FOUNDER, NORMAN PATTIZ,
RETIRES FROM THE BOARD, BECOMES CHAIRMAN EMERITUS.
MARK STONE BECOMES CHAIRMAN OF THE BOARD.

New York, NY — August 30, 2010 — Westwood One (NASDAQ: WWON) announced today that Norman J. Pattiz, the Company’s founder, is retiring from the Board as Chairman Emeritus, and has signed a new contract as a Consultant to the Company. He will be succeeded as Chairman by Mark Stone, Senior Managing Director of the Gores Group. In his consulting role, Pattiz will work closely with Stone and the Company’s senior management.

“As Chairman, my mandate is to drive customer-oriented initiatives that will further strengthen Westwood One’s leading market position,” said Stone. “We are fortunate to have Norm’s continuing expertise as we build the Company’s future.”

“I’ve been sitting in the same seat for over 30 years, and will continue to do so as a Consultant to the Company,” said Pattiz. “I am, however, relinquishing my seat at the Board table. This allows me to play an active role at the Company I founded, working with people that I admire and respect, while continuing the other activities that are very important to me.” Pattiz serves as Chairman of the Department of Energy’s Los Alamos and Laurence Livermore National Security Laboratories, and as a Regent of the University of California.

In 2009, Pattiz was inducted into the National Radio Hall of Fame, and received a “Giants of Broadcasting” Award from the Library of American Broadcasting.

“Norm’s programming experience, extensive contacts, and customer focused insights are extremely valuable to the Company, and I look forward to continuing our partnership,” said Company President, Rod Sherwood.

About Westwood One
Westwood One (NASDAQ: WWON) is one of the nation’s largest providers of network radio programming and one of the largest domestic providers of traffic information in the U.S. Westwood One serves more than 5,000 radio and 165 TV stations in the U.S. Westwood One provides over 150 news, sports, music, talk and entertainment programs, features and live events to numerous media partners. Through its Metro Traffic business, Westwood One provides traffic reporting and local news, sports and weather to more than 2,250 radio and TV stations. Westwood One also provides digital and other cross-platform delivery of its Network Radio and Metro Traffic content to over 700 radio, television and newspaper affiliates.

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Press Contact:
Chris Miller
Westwood One
917-533-7224
Chris_Miller@Westwoodone.com