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): October 20, 2008

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:

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.

Item 1.02 Termination of a Material Definitive Agreement.

(a) On October 20, 2008, Westwood One, Inc. (the “Company” or “Westwood”) and Thomas F.X. Beusse, Chief Executive Officer and President of the Company, agreed upon the termination of his employment agreement with the Company effective October 20, 2008. Effective as of such date, Mr. Beusse ceased serving as CEO and President of the Company in connection with the reorganization of executive management as described below in Item 5.02. In accordance with the terms of his employment agreement, Mr. Beusse will receive payment of an amount equal to an aggregate of $1,900,000 consisting of two times the sum of (i) his base salary of $700,000 plus (ii) $250,000, payable in equal periodic installments for two years following his resignation. Also in accordance with the terms of his employment agreement, Mr. Beusse will receive his minimum guaranteed bonus for 2008 of $300,000 and is eligible to receive continued health benefits at the active employee rate for a period of eighteen months. Additionally, options to purchase 333,333 shares of Company common stock (out of an aggregate grant of options to purchase 1,000,000 shares of Company common stock awarded to him on his date of hire) vested on October 20, 2008 and shall remain exercisable for a period of 90 days thereafter (i.e., until January 18, 2009). Payment of the amounts set forth above are contingent on Mr. Beusse executing a fully effective waiver and general release substantially in the form attached as Exhibit A to his employment agreement. A copy of the Company’s employment agreement with Mr. Beusse was previously filed with the SEC as Exhibit 10.2 to the Company’s Form 8-K dated January 8, 2008.

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) On October 20, 2008, Thomas F.X. Beusse resigned as Chief Executive Officer and President of Westwood and as a director of the Company.

(c) (1) Effective October 20, 2008, Gary Schonfeld was appointed President of the Network division of Westwood, Roderick M. Sherwood III, Westwood’s CFO, was appointed Interim President of Westwood, and Steven Kalin, Westwood’s COO, was appointed President of the Metro Networks division. Messrs. Sherwood and Kalin will continue to serve as Westwood’s CFO and COO, respectively.

(2) Mr. Schonfeld, age 56, co-founded radio network MediaAmerica in 1987 and served as its President.  He became the President of Jones MediaAmerica upon the acquisition of MediaAmerica by Jones Media Group in July 1998.  He served in that position until the acquisition of Jones Media Group by Triton Radio Network in June 2008.  Prior to founding MediaAmerica, Mr. Schonfeld served as Vice-President Eastern Sales Region for Westwood One, an account executive with CBS Radio Networks and in various positions with Fairchild Publications, Y&R Advertising, and ABC Radio. Mr. Schonfeld has a B.A. from the University of Vermont and an M.A. from the University of Michigan.

(3) On October 20, 2008, the Company entered into an employment agreement with Mr. Schonfeld whereby Mr. Schonfeld will serve as the Company’s President, Network division for a term of one year (commencing October 20, 2008) at an annual base salary of $500,000. Mr. Schonfeld is eligible for an annual discretionary bonus valued at up to $500,000, provided that Mr. Schonfeld is an employee of the Company at the end of the applicable calendar year and on the date such bonus is paid (other than upon a termination without “cause” or for “good reason” after the end of the applicable calendar year but before the time such bonus is paid). However, if Mr. Schonfeld’s employment with the Company terminates upon the expiration of his one-year term (October 20, 2009), Mr. Schonfeld is eligible for the discretionary bonus for the portion of the one-year term during which Mr. Schonfeld has been employed by the Company but for which Mr. Schonfeld has not been paid.

In the case of a termination of Mr. Schonfeld’s employment during the one-year term by the Company other than for a “cause event” or by Mr. Schonfeld for “good reason” (each, as defined in the employment agreement), Mr. Schonfeld will receive the remainder of his base salary (i.e., $500,000), payable in equal periodic installments for the remainder of his one-year term.

If Mr. Schonfeld is terminated upon or within 24 months of a “change in control”, all of Mr. Schonfeld’s outstanding equity awards shall become fully vested and immediately exercisable in accordance with the terms and conditions of the applicable equity compensation plan and award agreements under which such awards were granted. The payment of the termination amounts set forth above are contingent on Mr. Schonfeld executing a fully effective waiver and general release substantially in the form attached as Exhibit A to his employment agreement. The Company has agreed to reimburse Mr. Schonfeld in an amount up to $20,000 for reasonable attorneys’ fees incurred by him in connection with the negotiation of his employment agreement.

The foregoing description of Mr. Schonfeld’s employment does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s employment agreement with Mr. Schonfeld, a copy of which is attached hereto as Exhibit 10.1, and the terms of which are incorporated by reference herein in their entirety. A copy of the press release announcing Mr. Schonfeld’s appointment is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.

On October 20, 2008, in connection with Mr. Schonfeld’s appointment, the Company’s Compensation Committee awarded Mr. Schonfeld a stock option to purchase 550,000 shares of Company common stock. Such option will vest in equal one-third increments on October 20, 2009, 2010 and 2011, except in the case of certain termination events as described in more detail in Mr. Schonfeld’s employment agreement. The stock option was issued pursuant to the Company’s 1999 Stock Incentive Plan (the “1999 Plan”), however, such award incorporates the terms set forth in the Company’s 2005 Equity Compensation Plan relating to accelerated vesting of equity compensation in connection with a termination upon or within 24 months of a change in control, as described above. A copy of the form stock option agreement for non-director participants used for such grant was previously filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 19, 2008. A copy of the 1999 Plan was previously filed with the SEC as Appendix A to the Company’s proxy statement dated April 29, 1999. An amendment to the 1999 Plan was previously filed with the SEC as Exhibit 10.3 to the Company’s Form 8-K dated May 25, 2005.

Also on October 20, 2008, in connection with his appointment as the President of the Metro Networks division, Mr. Kalin received an increase in his annual base salary from $450,000 to $500,000 and was awarded a stock option to purchase 150,000 shares of Company common stock by the Company’s Compensation Committee. The Company’s Compensation Committee also awarded Mr. Sherwood a stock option to purchase 150,000 shares of Company common stock in connection with his appointment as Interim President of Westwood. These options will vest in equal one-third increments on October 20, 2009, 2010 and 2011. The stock options were issued pursuant to the 1999 Plan, however, such award incorporates the terms set forth in the Company’s 2005 Equity Compensation Plan relating to accelerated vesting of equity compensation in connection with a termination within 24 months of a change in control.

(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 October 20, 2008, by and between the Company and Gary Schonfeld.
99.1	Press Release, dated October 20, 2008, announcing the appointment of Gary Schonfeld as President, Network division, Steven Kalin as President, Metro Networks division and Roderick M. Sherwood III as the Company’s Interim President.

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: October 24, 2008

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 October 20, 2008

Westwood One, Inc.

Exhibit
No.	Description of Exhibit
10.1	Employment Agreement, effective as of October 20, 2008, by and between the Company and Gary Schonfeld.
99.1	Press Release, dated October 20, 2008, announcing the appointment of Gary Schonfeld as President, Network division, Steven Kalin as President, Metro Networks division and Roderick M. Sherwood III as the Company’s Interim President.

EX-10.1

Exhibit 10.1

Execution Copy

EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is entered into by and between Gary Schonfeld (“Employee”) and Westwood One, 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 October 20, 2008 (the “Effective Date”), and shall continue in effect until the first anniversary thereof (the “Term”). If either party desires not to extend this Agreement, it shall deliver written notice to the other party on or prior to the 45^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 forty five (45) days after the giving of such notice. The period from the Effective Date through the last day of Employee’s employment with the Company is referred to as the “Employment Period.”

3. Services to be Rendered by Employee.

(a) During the Employment Period, Employee shall serve as President, Network Division, and shall be based out of the Company’s New York office. 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 Board of Directors of the Company (the “Board”), the Chief Executive Officer, the President of the Company or any designee that is a member of the Board, any committee of the Board or any executive officer of the Company. 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 Board, the Chief Executive Officer, the President of the Company or any designee that is a member of the Board, any committee of the Board or any executive officer of the Company, and endeavor to promote the interests of the Company and not at any time 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 and broadcasting network and syndicated radio programming and traffic, news, sports and weather reports, 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 Chief Executive Officer, the Board or their designee.

(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 $41,666.66 for the Employment Period, payable in accordance with the Company’s normal payroll practices.

(b) Discretionary Bonus. Employee shall be eligible for an annual discretionary bonus valued at up to $500,000 (prorated for any partial calendar years) in the sole and absolute discretion of the Compensation Committee of the Board (the “Compensation Committee”) or its designee. The Company may use Employee’s and the Company’s achievement of financial goals as general guidelines to determine Employee’s eligibility for a discretionary bonus. Any cash component of any bonus will be no less than 75% of the bonus and will be payable in accordance with the Company’s normal payroll practices in the year following the year for which it is earned, but no later than April 30 of the calendar year subsequent to which such bonus is earned. Employee shall not be eligible for any bonus for a calendar year, pro-rated or otherwise, if Employee is not an Employee of the Company: (i) at the end of the applicable calendar year; (ii) on the date such bonus is paid; except, that, in the event Employee is terminated without Cause or Employee terminates employment for Good Reason after the end of the applicable calendar year but before the time such bonus is paid, Employee shall remain eligible for such bonus or (iii) if Employee has materially breached this Agreement, which breach remains uncured in accordance with Section 6(a) hereof. If the Agreement is terminated due to the expiration of the Term in accordance with Section 2 hereof (i.e., on October 20, 2009), the Employee shall be eligible for a discretionary bonus for the portion of the Term during which Employee has been employed by the Company but for which Employee has not been paid, which, subject to the Company’s customary policies and guidelines with respect to such bonus, shall be paid to Employee in a lump sum at the time such discretionary bonuses are paid to executives of the Company; provided, that, Employee has not materially breached this Agreement, which breach remains uncured in accordance with Section 6(a) hereof.

(c) Equity Compensation. The Compensation Committee has granted Employee an award, to be effective on October 20, 2008, of equity compensation in the form of stock options to purchase 550,000 shares of Company common stock conditioned upon Employee’s commencement of employment with the Company on the Effective Date. Such stock options shall vest in three equal installments on each anniversary of the Effective Date, subject to the terms and conditions of the Company’s applicable equity compensation plan pursuant to which such stock option grant is made. The exercise price of such stock options will be the closing price of the Company’s common stock on the Effective Date. In the event that the stock option grant provided hereunder is made pursuant to the Company’s 1999 Stock Incentive Plan, as amended (the “SIP”), Section 8.3 of the SIP shall not apply.

- 2 -

(d) Benefits. During the Employment Period, Employee shall accrue vacation on a monthly basis and at a rate of four (4) weeks per year (pro-rated for partial years). Except as expressly set forth herein, any vacation time shall be 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 Agreement 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, the Company shall reimburse Employee, or cause Employee to be reimbursed, in cash for all reasonable expenses in accordance with the Company’s reimbursement policy as in effect from time to time.

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 with particularity the circumstances or events constituting Cause (each, a “Cause Event”); provided, that, in the case of clauses (i) through (iii) of this Section 6(a), 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:

(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 materially breached any provision of this Agreement (other than Sections 7, 8 or 10 hereof, which are governed by Section 6(a)(iii) 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, 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 breaches any of the provisions of Sections 7, 8 or 10 hereof or breaches any of the terms or obligations of any other non-competition and/or confidentiality agreements entered into between Employee and the Company, or the Company’s Related Entities, if any;

- 3 -

(iv) if Employee commits an act of fraud, misrepresentation or dishonesty, or steals or embezzles assets of the Company; or

(v) 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 of Employee. Employee’s employment with the Company may be terminated upon ten (10) day’s prior written notice by the Company to Employee upon Employee’s Disability. For purposes of this Agreement, the term “Disability” means Employee’s inability, 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 90 days or for a non-continuous period of 120 days in the aggregate in any 365-day 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.

(c) In the event of any termination of Employee’s employment by the Company, Employee (or Employee’s estate, as the case may be) shall be entitled to receive: (i) the Base Salary herein provided prorated to the date of termination paid in accordance with the Company’s normal payroll practices, (ii) subject to the terms of Section 5 and 17 hereof, reimbursement for any business expenses properly incurred and paid by Employee prior to and including the date of termination, (iii) Employee’s then current entitlement, if any, under the Company’s employee benefit plans and programs, including payment for any accrued and unused vacation paid or provided in accordance with the terms and conditions of the applicable plan or program and (iv) no other compensation. 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), all of Employee’s equity compensation (including, without limitation, any granted pursuant to this 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)). Notwithstanding the foregoing, in the case of a termination pursuant to Sections 6(d) or 6(e), additional payments shall be due as expressly set forth below.

- 4 -

(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 during the Term the Company terminates Employee’s employment other than pursuant to Section 6(a) or 6(b) or Employee elects to terminate his employment for Good Reason as expressly described in Section 6(e) below (subject in all cases to Employee’s executing and providing to the Company within 60 days following the date of termination a fully effective waiver and general release substantially in the form attached as Exhibit A hereto, which may be modified for changes in law and for consistency with the Company’s standard form required for other senior officers of the Company from time to time, which the Company shall provide to the Employee within seven (7) days following the effective date of termination), (x) the Company shall pay Employee the remaining Base Salary due to Employee through the end of the Term (the “Termination Amount”), to be paid in equal payments over the remainder of the Term on a schedule that mirrors the Company’s then effective payroll practices; provided, however, that the six-month delay set forth in Section 17(b) shall apply to the Termination Amount to the extent it exceeds the Separation Pay Limit (as defined in Section 17(b)) and that to the extent the Termination Amount does not exceed the Separation Pay Limit, the first payment of the Termination Amount shall be made on the first Company payroll date on or after the 60^th day after the date of termination, which first payment shall include payment of any amounts that would otherwise be due prior thereto and (y) if Employee is terminated upon or within twenty-four (24) months following a Change in Control (as defined below) of the Company, all outstanding equity awards held by Employee shall become fully vested and immediately exercisable and shall remain exercisable in accordance with the terms and conditions of the applicable equity plan and award agreements under which they were granted. 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). To the extent the Company requests assistance or information from Employee pursuant to the waiver and general release described in this section of the Agreement, the Company will reimburse Employee for all reasonable expenses relating to reasonable travel, postage, courier, telephone, fax and similar direct expenses within 60 days of Employee submitting to the Company any reasonable documentation, including receipts, which the Company may reasonably request. For purposes of clarity, to the extent the Company requests assistance or information from Employee pursuant to the waiver and general release described in this section of the Agreement, the Company shall not reimburse or pay Employee for Employee’s time or lost wages or legal counsel fees related to Employee’s fulfillment of Employee’s obligations under this section of the Agreement.

(e) Provided the Company has not notified Employee that he is being terminated pursuant to Sections 6(a) and 6(b) hereof, Employee may terminate his employment hereunder effective at any time upon written notice to the Company for Good Reason, provided such notice is given to the Company within thirty (30) days after the triggering event and such event is not cured by the Company within 30 days after its receipt of such notice. For purposes hereof, “Good Reason” shall mean the occurrence of one of the following: (i) a material diminution in Employee’s authority or responsibilities; or (ii) a material diminution in Employee’s Base Salary.

7. No Conflict of Interest; Proper Conduct.

(a) (a) (x) During the Term and in any event, not less than ninety (90) days after the Employment Period if Employee is terminated pursuant to Sections 6(a) or 6(b)(other than in the case of Employee’s death) or (y) during the Employment Period and for an additional period equal to the time period during which Employee is paid severance by the Company after the Employment Period if Employee is terminated pursuant to Sections 6(d) or 6(e) (notwithstanding the foregoing, such period described in this Section 7(a)(y) shall not be less than ninety (90) days nor greater than one (1) year), 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 in competition with that then carried on by the Company and/or its Related Entities;

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

- 5 -

(iii) employ or offer to employ or solicit employment of any employee or consultant of the Company or its Related Entities; provided, however, that the restrictions in this section 7(a)(iii) shall not apply to general solicitations that are not specifically directed to employees 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 or rival of the Company or its Related Entities.

(b) Employee further agrees that he 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 or Section 8. 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 at the end of the Employment Period all written materials in Employee’s possession embodying such Confidential Information.

- 6 -

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 provide network and/or syndicated radio programming.

- 7 -

Change in Control. Such meaning set forth in the Company’s 2005 Equity Compensation Plan, as may be amended from time to time (the “Equity Plan”), provided, however, that for purposes of this Agreement and the benefits to which Employee would be entitled under Section 12 of the Equity Plan, clause (i) of said definition shall be modified to read as follows: “(i) the acquisition by any Person (as hereinafter defined) of 50% or more of the outstanding Shares (the “Outstanding Company Stock”) (other than an acquisition by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any Person that controls, is controlled by or is under common control within the Company or other than a Non-Qualifying Business Combination (as defined below));”

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 is 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 to Employee’s knowledge 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), including but not limited to Westwood One Radio Networks, Inc., Westwood One Radio, Inc., Metro Networks Communications, Inc. and Metro Network Communications, Limited Partnership. 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 traffic, news, sports, weather or other information report gathering or broadcast service or to a radio network or syndicator, or any direct competitor of the Company or its Related Entities; (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.

- 8 -

Sponsor(s). Any and all client advertisers of the Company (including its subsidiaries and Affiliates) 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, broadcast over the facilities of the Company, by the Company, 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 before a single arbitrator 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, and the arbitrator shall be directed to issue a reasoned opinion within 30 days of the close of the hearing. 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. Subject to the provisions of 6(d)(y) and 11 hereof, the Company’s 2005 Equity Compensation Plan and any other applicable plans or agreements concerning a Change in Control, 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. Subject to the provisions of 6(d)(y) and 11 hereof, the Company’s 2005 Equity Compensation Plan and any other applicable plans or agreements concerning a Change in Control, 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.

- 9 -

16. Remedies. Except as it may elect otherwise, the Parties 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 (i) 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 and (ii) with respect to Employee, Employee’s rights under this section 16 are limited to breaches involving failures by the Company to make payments under the terms of this Agreement. 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.

- 10 -

(c) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

(d) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Employee for Federal income tax purposes, all such reimbursements shall be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred.

18. Survival. The provisions contained in Sections 7 through 18 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. Legal Fees. The Company will reimburse Employee in an amount up to $20,000 for the reasonable attorneys’ fees (based on non-premium, standard rates for time actually billed) incurred by him in connection with the current negotiation and preparation of this Agreement.

20. Indemnification. The Company hereby agrees to indemnify Employee and hold Employee harmless to the extent provided under the By-Laws of the Company.

21. 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 o by an instrument in writing executed by both parties hereto. Other than as specified herein, 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 “General Counsel”. 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 via facsimile or PDF, which together shall constitute but one and the same agreement.

- 11 -

IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 20^th day of October 2008 to be EFFECTIVE FOR ALL PURPOSES as of the Effective Date.

“COMPANY” WESTWOOD ONE, INC.
By:	/s/ David Hillman
	Name:	David Hillman
	Title:	CAO & GC
	Address:	40 West 57th Street, 5th Floor New York, NY 10019
“EMPLOYEE”
/s/ Gary Schonfeld
Gary Schonfeld
Address:

- 12 -

EXHIBIT A

FORM OF RELEASE

For good and valuable consideration received in connection with my termination of employment with Westwood One, Inc., a Delaware corporation (the “Company”), pursuant to Section 6 of my employment agreement with the Company dated October 20, 2008 (the “Employment Agreement”), I, Gary Schonfeld, do hereby release and forever discharge and covenant not to sue the Company, the Related Entities (as defined in the Employment Agreement) and their respective subsidiaries and affiliates and their respective directors, members, partners, officers, managers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities) and its and their predecessors or successors (collectively, the “Releasees”), from any and all actions, causes of action, covenants, contracts, claims, demands, suits, and liabilities whatsoever, which I ever had or now have or which I or any of my heirs, executors, administrators and assigns hereafter can, shall or may have by reason of or relating to my employment with the Company as of the effective date of this general release (this “General Release”).

By signing this General Release, I am providing a complete waiver of all claims against the Releasees that may have arisen, whether known or unknown, up until the effective date of this General Release. This includes, but is not limited to, claims based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act) (the “ADEA”), the Americans With Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except as to claims pertaining to vested benefits under employee benefit plans covered by ERISA and maintained by the Releasees), and all applicable amendments to the foregoing acts and laws, or any common law, public policy, contract (whether oral or written, express or implied) or tort law, and any other local, state or Federal law, regulation or ordinance having any bearing whatsoever on the terms and conditions of my employment. This General Release shall not, however, constitute a waiver of: (i) my rights under any employee benefit plan currently maintained by the Company; (ii) my rights under the Employment Agreement intended to survive my termination of employment; (iii) my rights under the Company’s certificate of incorporation, By-Laws, insurance policies or other written agreements with respect to indemnification; or (iv) any claims to enforce rights arising under the ADEA or other civil rights statute after the effective date of this General Release. I hereby reaffirm my obligations under Sections 7 through 11 of the Employment Agreement, and understand that such provisions shall be fully enforceable in accordance with the terms and conditions of the Employment Agreement following my termination of employment with the Company.

I further agree, promise and covenant that, to the maximum extent permitted by law neither, I, nor any person, organization, or other entity acting on my behalf has or will file, charge, claim, sue, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Releasees involving any matter occurring in the past up to the date of this General Release, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities which are the subject of this General Release. This General Release shall not affect my rights under the Older Workers Benefit Protection Act to have a judicial determination of the validity of this General Release and does not purport to limit any right I may have to file a charge under the ADEA or other civil rights statute or to participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or other investigative agency. This General Release does, however, waive and release any right to recover damages under the ADEA or other civil rights statute.

- 13 -

I have been given twenty-one (21) days to review this General Release and have been given the opportunity to consult with legal counsel, and I am signing this General Release knowingly, voluntarily and with full understanding of its terms and effects, and I voluntarily accept the consideration under Section 6 of the Employment Agreement for the purpose of making full and final settlement of all claims referred to above. If I have signed this General Release prior to the expiration of the twenty-one (21) day period, I have done so voluntarily. I also understand that I have seven (7) days after executing to revoke this General Release, and that this General Release will not become effective if I exercise my right to revoke my signature within seven (7) days of execution. I understand and acknowledge that my right to receive the consideration under Section 6 of the Employment Agreement, however, is conditioned upon my execution and non-revocation of this General Release.

Upon the receipt of reasonable notice from the Company (including the Company’s outside counsel), I agree to respond and provide information with regard to matters in which I had knowledge as a result of my employment with the Company, and provide reasonable assistance to the Company and its Related Entities and their respective representatives in defense of any claims that may be made against the Company or any of its Related Entities, and assist the Company and its Related Entities in the prosecution of any claims that may be made by the Company or any of its Related Entities, to the extent that such claims may relate to the period of my employment with the Company. I further agree to promptly inform the Company if I become aware of any lawsuits involving such claims that may be filed or threatened against the Company or any of its Related Entities. I also agree to promptly inform the Company (to the extent I am legally permitted to do so) if I am asked to assist in any investigation of the Company or any of its Related Entities or its or their actions, regardless of whether a lawsuit or other proceeding has then been filed with respect to such investigation, and shall not do so unless legally required.

I acknowledge that I have not relied on any representations or statements not set forth in this General Release or the Employment Agreement.

This General Release will be governed by and construed in accordance with the laws of the State of New York, without regard to the choice of law principles thereof. If any provision in this General Release is held invalid or unenforceable for any reason, the remaining provisions shall be construed as if the invalid or unenforceable provision had not been included.

IN WITNESS WHEREOF, I have executed this General Release on this                      day of                                         ,
20_____.

Gary Schonfeld

- 14 -

EX-99.1

Exhibit 99.1

P R E S S  R E L E A S E

WESTWOOD ONE REORGANIZES EXECUTIVE MANAGEMENT TEAM 

— Rod Sherwood, appointed President of Westwood One

— Gary Schonfeld named President, Network Division

— Steven Kalin promoted to President, Metro Networks Traffic Division

New York, NY – October 20, 2008 – Westwood One, Inc. (NYSE:WON) announced the reorganization of its executive management team effective today.  The changes were initiated by the Board to create direct leadership for each of the two core business units – the radio Network Division and the Metro Networks Traffic Division — and a renewed focus on the Company’s radio business.  

In the management reorganization, Westwood One named Rod Sherwood as President of Westwood One. Mr. Sherwood joined the Company in September 2008 as its Chief Financial Officer, and will also continue in that position.  The Company also appointed Gary Schonfeld President, Network Division and named Steve Kalin President, Metro Networks Traffic Division.

Mr. Sherwood will oversee all operations of the Company along with Gary Schonfeld and Steven Kalin and (i) drive the implementation of the Company’s detailed business plan, including its revenue improvement initiatives and cost re-engineering program; and (ii) lead financing discussions to optimize the capital structure.  

Mark Stone, Vice Chairman of Westwood One and Senior Managing Director & President, Operations of The Gores Group, stated, “These management changes were made to create clear lines of authority and responsibility to drive performance in each of the Network Division and Metro Traffic. These two businesses are the largest players in the industry and require direct oversight– The Network Division is the largest independent provider of radio programming and Metro Traffic is the largest provider of traffic information in the U.S.” Mr. Stone continued, “We are enthusiastic about the same investment thesis that supported our initial $100 million investment in the Company and are pleased to have supported the company financially, strategically and operationally.” 

Mr. Sherwood has a 30 year career that demonstrates success across industry sectors.  Prior to joining Westwood One, Mr. Sherwood served as Chief Financial Officer, Operations of The Gores Group, LLC, a private equity firm based in Los Angeles. At The Gores Group, he was responsible for leading the financial oversight of all Gores portfolio companies.  Mr. Sherwood has substantial operational and financial experience which includes positions at Gateway (CFO), Opsware (CFO and head of internal operations), Chrysler Corporation and Hughes Electronics Corporation, where he was President and General Manager of Spaceway (broadband services) and EVP of DIRECTV International. 

Mr. Schonfeld is a radio industry veteran. He co-founded radio network MediaAmerica in 1987 and served as its President until its acquisition by Jones Media Group in July 1998, whereupon he became the President of Jones MediaAmerica. Schonfeld served in that position until the acquisition of Jones Media Group by Triton Radio Network in June 2008. Prior to founding MediaAmerica, Mr. Schonfeld served as Vice-President Eastern Sales Region for Westwood One.

Mr. Kalin joined Westwood One in July 2008 as Chief Operating Officer. He will directly oversee the operations of the Metro Networks Traffic Division, including the implementation of the recently announced re-engineering plan. Mr. Kalin has 20 years of media experience encompassing both traditional and digital platforms and strategic, business development and operational roles. 

The new management team will capitalize on the experience and expertise of the Westwood One sales team to build upon the Company’s long-standing relationships with advertising agencies and clients throughout the country.  Westwood One also will continue to develop and grow its relationships with its affiliated radio and television stations and programming partners.

Westwood One Chairman Norm Pattiz added, “The Board is extremely pleased with this dedicated team of radio industry veterans and experienced executives and our new organizational structure. We are excited that we will be able to leverage Rod Sherwood and Steve Kalin’s talents in their new roles and that Gary Schonfeld has joined the team. Gary has extensive experience in and historical knowledge of the network radio business. This team will enhance Westwood’s industry-leading position and continue to make real changes at the Company.” 

As part of the changes to the executive team, the Company announced that Tom Beusse, Westwood One’s current President and Chief Executive Officer, has resigned his position to pursue other opportunities.  Mr. Pattiz said, “We thank Tom for his vision and guidance in what has been an important transition for Westwood into an independently-managed content company. Mr. Beusse made significant contributions to the business and we wish him well in his future endeavors.” 

About Westwood One 

Westwood One (NYSE: WON) is the largest independent provider of network radio programming and the largest provider of traffic information in the U.S. Westwood One serves more than 5,000 radio and TV stations in the U.S. The Company provides over 150 news, sports, music, talk and entertainment programs, features and live events to numerous media partners. Through its Metro Networks division, Westwood provides traffic reporting and local news, sports and weather to over 2,200 radio and TV stations. The Company also provides digital and other cross platform delivery of its network and Metro content. For more information please visit www.westwoodone.com. 

Certain statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,” “expect,” “anticipate,” “estimates” and “forecast” and similar words or expressions are intended to identify such forward-looking statements. In addition any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this release include, but are not limited to: continued declines in revenue; our ability to raise additional capital or refinance our senior credit agreement; our ability to execute our growth strategy; trends in audience and inventory delivered by our affiliated radio stations, and competition in the media industry; changes in economic conditions in the U.S. and in other countries in which the Company currently does business (both generally and relative to the broadcasting and media industry); advertiser spending patterns; changes in the level of competition for advertising dollars; and fluctuations in programming costs. Other key risks are described in the Company’s reports filed with the SEC, including the Company’s annual report on Form 10-K/A for the year ending December 31, 2007.

Except as otherwise stated in this news announcement, Westwood One, Inc. does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

###

INVESTOR CONTACT:
Rod Sherwood
(212) 373-5311

MEDIA CONTACT:
Chenoa Taitt
(212) 223-0682