UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

þ
RANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
  
oFor the fiscal year ended December 31, 2011
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  to
For the transition period fromto
Commission file number 001-14691
WESTWOOD ONE,DIAL GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3980449
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)


1166 Avenue of the Americas
220 West 42nd Street
New York, NY 10036
(212)-641-2000
-419-2900
(Address, including zip code, and telephone number,
including area code, of principal executive offices)

Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
CommonClass A common stock, par value $0.01 per share NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Yes¨o No  Noþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes Yes¨o No Noþ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Yesþo No Noo¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer o
 
Large accelerated fileroAccelerated fileroNon-accelerated filero
Smaller reporting companyþR

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso¨ Noþ

The aggregate market value of common stock held by non-affiliates of the registrant was approximately $1,270,000$3,923,000 based on the last reported sales price of the registrant’sregistrant's common stock on June 30, 20092011 and assuming solely for the purpose of this calculation that all directors and officers of the registrant are “affiliates.” The determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 28, 2010, 20,544,473March 23, 2012, 22,759,322 shares (excluding treasury shares) of Class A common stock, par value $0.01 per share, 34,237,638 of Class B common stock, par value $0.01, and 9,691,374 shares Series A Preferred Stock, par value $.01per share were outstanding.




Explanatory Note

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the year ended December 31, 20092011 filed with the SEC on March 31, 201030, 2012 (the “Original 10-K”). This Amendment is filed solely for the purpose of including information that was to be incorporated by reference from the Company’sCompany's definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934. The Company will not file its proxy statement for its annual meeting of stockholders within 120 days of its fiscal year ended December 31, 20092011 and accordingly, is amending and restating in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Original 10-K. In addition, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, the Company is including with this Amendment certain currently dated certifications.
Except for the information described above, the Company has not modified or updated disclosures provided in the Original 10-K in this Amendment. Accordingly, this Amendment does not reflect events occurring after the filing of the Original 10-K or modify or update those disclosures affected by subsequent events. Information not affected by this amendment is unchanged and reflects the disclosures made at the time the Original 10-K was filed.


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TABLE OF CONTENTS

PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
Exhibit 31.1
Exhibit 31.2


PART III


Item 10.Directors, Executive Officers and Corporate Governance
Item 10.
Directors, Executive Officers and Corporate Governance

Directors

The nine directors of the Company are listed below. The Company’sCompany's Board of Directors (referred to in this Part III as the “Board”) are listed below. Three directors are elected by the holders of Class A Common Stock (one of whom must be “independent” pursuant to NASDAQ regulations); one of the co-CEOs is divided into three classes (Class I, II,a director and III),the remaining five directors are elected by the holders of Class B Common Stock (two of whom must be “independent” pursuant to NASDAQ regulations). For each class serving for three-year terms, which terms are staggered and expire as indicated below. Each director’s class,director, we have listed below the committees on which he serves, his age as of April 30, 2010 and2012, the year he became a director of the Company is indicated below.
                         
                  Committee Assignments 
Name     Director      Term  Audit  Compensation 
(I = Independent) Age  Since  Class  Expires  Committee  Committee 
Andrew P. Bronstein  51   2009   I   2010         
Jonathan I. Gimbel  30   2009  II  2012         
Scott M. Honour  43   2008  II  2012         
H. Melvin Ming (I)  65   2006  III  2011   **   * 
Michael F. Nold  39   2009   I   2010       ** 
Emanuel Nunez (I)  51   2008  III  2011   *   * 
Joseph P. Page  56   2009  III  2011         
Norman J. Pattiz  67   1974   I   2010       * 
Mark Stone  46   2008   I   2010       * 
Ronald W. Wuensch (I)  68   2009  II  2012   *     
and whether such director was elected by the Class A Common stockholders or Class B Common stockholder.
*Member
**Chair
(I)- Independent
   Committee Assignments
Name
(I = Independent)
Age
Director Since
Audit CommitteeCompensation Committee
Spencer L. Brown (CEO)462011  
B. James Ford (B)432011  
Jonathan I. Gimbel (A)322009  
Jules Haimovitz (I)(B)612011***
H. Melvin Ming (I)(A)672006* 
Peter E. Murphy (I)(B)492011***
Andrew Salter (B)352011 *
Neal A. Schore (B)422011  
Mark Stone (A)482008 *
* Member
** Chair
(I) - Independent
(A) - elected by the Class A Common stockholders
(B) - elected by the Class B Common stockholders
The principal occupations and professional backgrounds of the tennine directors are as follows:
Mr. Bronstein — Brown-has been a director of the Company since April 23, 2009.October 21, 2011, when the merger (“Merger”) of Verge Media Companies, Inc. (“Verge”) and Westwood One, Inc. (“Westwood”) closed and created Dial Global, Inc. He is currently a co-Chief Executive Officer of Dial Global, Inc. Previously, from 2003 to October 2011, Mr. BronsteinBrown served as Chief Executive Officer of Excelsior Radio Networks, LLC (also known as Triton Radio Networks) (“Excelsior”). In 2001, Mr. Brown led the investor group that formed Excelsior by acquiring various radio assets from Winstar Communications. Prior to this, Mr. Brown was a Senior Vice President at Franklin Capital Corporation (“Franklin”), a publicly traded business development corporation, where he initially served as general counsel and ultimately became responsible for sourcing and overseeing Franklin's investment portfolio.

Mr. Ford - has been a director of the Company since October 21, 2011 (the date of the Merger).  Mr. Ford is a Managing Director of Glendon Partners,Oaktree Capital Management L.P. (“Oaktree”), the operations affiliateindirect parent of The GoresTriton Media Group LLC (“Gores”Triton”), which and Verge, where he has worked since 1996.  Mr. Ford is the investmenta portfolio manager of Gores Capital Partners L.P., Gores Capital Partners II, L.P.Oaktree's global principal investments strategy, which invest in controlling and their related investment entities,minority positions in private and public companies.Mr. Ford serves on the managerBoard of Gores Radio Holdings, LLC. Mr. Bronstein is responsible for portfolio company financial oversightDirectors of Crimson Exploration, Inc. and controls and financial due diligence activities for Gores. Before joining Glendon Partners in 2008, Mr. Bronstein was President of APB Consulting LLC, a consulting firm that solved complex financial and accounting issues and led acquisition due diligence for public and private companies. From 1992 to 2006, Mr. Bronstein was Corporate Controller and Principal Accounting Officer (and Vice President commencing in 1994) of SunGard Data SystemsExco Resources, Inc., a Fortune 500 software and services company. Before 1992, Mr. Bronstein worked for Coopers & Lybrand, a predecessor of PricewaterhouseCoopers, as well as a seniornumber of private companies and not-for-profit entities. Prior to becoming a portfolio manager, Mr. Ford led the group's efforts in the media and director of its high technology practice in Philadelphia, PA.energy sectors.  Mr. Bronstein graduatedFord's background and experience provide him with distinction from Northeastern University with a B.S. in Accountingextensive investment, capital markets and a concentration in Finance.strategic experience, as well as important insights into corporate governance and board functions.  He is an active member of the Children's Bureau Board of Directors and serves as a CPA.trustee for the Stanford Graduate School of Business Trust.

Mr. Gimbel — - has been a director of the Company since April 23, 2009. Mr. Gimbel is currently a Vice PresidentPrincipal at Gores, which is the investment manager of Gores Capital Partners L.P., Gores Capital Partners II,III, L.P. and their related investment entities, and the manager of Gores Radio Holdings, LLC. Mr. Gimbel is responsible for the negotiation and execution of certain Gores

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acquisitions, divestitures and financing activities in addition to originating new investment opportunities. Prior to joining Gores in 2003, Mr. Gimbel was an analyst at Credit Suisse First Boston, where he focused primarily on mergers and acquisitions and leveraged finance transactions in the Media and Telecommunications group.

Mr. Gimbel graduated with honors from the University of Texas with a Bachelor of Business Administration in Finance and Accounting and holds an M.B.A. from the Harvard Business School.

1

Mr. Honour—Haimovitz - has been a director of the Company since June 19, 2008.October 21, 2011 (the date of the Merger). Mr. Honour joined Gores in 2002 andHaimovitz is currently Senior Managing DirectorPresident of Gores, which is the investment manager of Gores Capital Partners L.P., Gores Capital Partners II, L.P. and their related investment entities, and the manager of Gores Radio Holdings, LLC. Mr. Honour is responsible for originating and structuring transactions and pursuing strategic initiatives at Gores. From 2001 to 2002, Mr. HonourHaimovitz Consulting, a private media consulting firm. He previously served as Vice Chairman and Managing Partner of Dick Clark Productions, Inc., a Managing Director at UBS Warburg, where he was responsibleproducer of programming for relationships with technology-focused financial sponsors, including Gores,television, cable networks, and created the firm’s Transaction Development Group, which brought transaction ideassyndicators, from 2002 to financial sponsors, including Gores. Prior to joining UBS Warburg,2007. Mr. Honour was an investment banker at Donaldson, Lufkin & Jenrette. Mr. Honour earned his B.S. in Business Administration and B.A. in Economics, cum laude, from Pepperdine University, and his M.B.A. from the Wharton School of the University of Pennsylvania with an emphasis in finance and marketing. Mr. HonourHaimovitz is alsocurrently a director of Infospace. Mr. Haimovitz's career has included experience serving in various Gores portfolio companies.capacities at Metro Goldwyn Mayer Inc., including President of MGM Networks Inc., as Chief Executive Officer of Video Jukebox Network Inc., President and Chief Operating Officer of Spelling Entertainment, Inc., President and Chief Operating Officer of King World Productions and various executive positions at Viacom, Inc., including President of the Viacom Network Group and President of Viacom Entertainment Group.

Mr. Ming — - has been a director of the Company since July 7, 2006. Since October 2002,2011, Mr. Ming has been the President and Chief OperatingExecutive Officer of Sesame Workshop, the producers of Sesame Street and other children’schildren's educational media. Mr. Ming joined Sesame Workshop in 1999 as the Chief Financial Officer.Officer and served as Chief Operating Officer from 2002 to 2009. Prior to joining Sesame Workshop, Mr. Ming was the Chief Financial Officer of the Museum of Television and Radio in New York from 1997 to 1999; Chief Operating Officer at WQED in Pittsburgh from 1994-1996;1994−1996; and Chief Financial Officer and Chief Administrative Officer at Thirteen/WNET New York from 1984 to 1994.

Mr. Ming is a CPA and graduated from Temple University in Philadelphia, PA.
Mr. Nold —Murphy - has been a director of the Company since April 23, 2009.October 21, 2011 (the date of the Merger). Mr. Nold is currently a Managing Director of Glendon Partners, the operations affiliate of Gores, whichMurphy is the founder of Wentworth Capital Management, a private investment manager of Gores Capital Partners L.P., Gores Capital Partners II, L.P. and their related investment entities,venture capital firm focused on media, entertainment, technology and the manager of Gores Radio Holdings, LLC. Mr. Nold is responsible for oversight of select Gores portfolio companies and operational due diligence efforts. Before joining Glendon Partners in 2008, from 2004 to 2008, Mr Nold was an executive at Hewlett-Packard. Mr. Noldbranded consumer businesses. He served as VPPresident of Strategy & Corporateand Development at Hewlett-Packard, where he focused on the global Services and Technology Solutions divisions, and also co-led Hewlett-Packard’s Corporate Strategy group, responsible for prioritizing and driving key transformational initiatives across Hewlett-Packard. Previously, Mr. Nold held leadership positions, in strategy and marketing, at United Technologies and AvanexCaesars Entertainment Corporation from 20012009 until 2011, as an operating partner at Apollo Global Management from 2007 to 2004. Prior2009 and as Senior Executive Vice President and Chief Strategic Officer of The Walt Disney Company from 1988 to that,2007. Mr. Nold served asMurphy is also a management consultant with Bain & Company. director of Fisher Communications (NASDAQ: FSCI), a diversified media and television broadcasting company.

Mr. Nold earned a B.S.E. in Industrial & Operations Engineering from the University of Michigan and an M.B.A. in Finance and Marketing from The Wharton School.
Mr. Nunez —Salter - has been a director of the Company since June 19, 2008.October 21, 2011 (the date of the Merger). Mr. Nunez isSalter currently an agentserves as Senior Vice President of Oaktree. Prior to joining Oaktree in the Motion Picture department2001, Mr. Salter was Director of Creative Artists Agency (CAA)Business Development at RiverOne Inc., an entertainmenta software company, where he worked primarily on acquisition strategy, fundraising and sports agency based in Los Angeles with offices in New York, London, Nashville, and Beijing. Mr. Nunez is involved in the representation of actors, directors, production companies and film financiers, focusing on exploring financial opportunities for the agency’s clients in emerging global markets. Mr. Nunez also participates in transactions ranging from traditional talent employment and production arrangements, to the territorial sales of motion picture distribution rights worldwide, as well as the structuring of many international co-productions. Mr. Nunez joined CAA in 1991. He was previously at ICM, and prior to thisproduct development. Prior thereto, he was an attorney for an entertainment law firm in Los Angeles. Since 2003, Investment Banking Analyst at Donaldson, Lufkin and Jenrette.

Mr. Nunez has served as a commissioner for the Latin Media & Entertainment Commission, an organization that advises the Mayor of New York City on business development and retention strategies for the Latin media and entertainment industry. Since 2007, he has served on the Company’s Board and also serves on its Audit Committee and Compensation Committee. Born in Cuba, Mr. Nunez resides in Los Angeles.

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Mr. Page—Schore - has been a director of the Company since December 9, 2009. Mr. Page is Chief Operating Officer of Gores, where he also serves as a member of the Gores’ investment committee and oversees Gores’ financial and administrative functions. Prior to joining Gores in 2004, Mr. Page was senior Principal and Chief Operating Officer for Shelter Capital Partners, a southern California-based private investment fund, from 2000 to 2004. Prior to that, he held various senior executive positions with several private and public companies controlled by MacAndrews & Forbes (“M&F”). While at M&F, he was Vice Chairman of Panavision, CFO of The Coleman Company and CFO of New World Communications. Prior to M&F, Mr. Page was a Partner at Price Waterhouse. Mr. Page earned a B.S. in Accounting and an M.B.A. from Loyola Marymount University of Los Angeles.
Mr. Pattiz— founded the Company in 1976 and has held the position of Chairman of the Board since that time. He was alsoOctober 21, 2011 (the date of the Company’sMerger). Mr. Schore is the founding President and Chief Executive Officer until February 3, 1994. From 2000of Triton, and has held these positions at Triton or its predecessors since their founding in August 2006. Mr. Schore has over 20 years of media experience as a principal and operating executive. Mr. Schore previously served as Managing Partner and CEO of Midway Marketing Group, LLC, a media advisory firm servicing the media community to 2006, Mr. Pattiz was appointed by President Clintonbuild, expand, finance and reappointed by President Bush to serve on the Broadcasting Board of Governors (BBG) ofmanage media operations throughout the United States of America, which oversees all U.S. non-military international broadcast services. As chairman of the Middle East Committee,States. Mr. Pattiz was the driving force behind the creation of Radio Sawa, the BBG’s 24/7 music, news and information radio network, and Alhurra Television, the U.S. sponsored, Arabic-language satellite TV channel to the entire Middle East. Mr. Pattiz hasSchore also served as a Regentthe founding President of the University of California since September 2001. In that capacity, he serves as Chairman of the Board of the LLCs that operate Los AlamosBrite Media Group and Laurence Livermore National Laboratories. He is past president of the Broadcast Education Association, and a member of the Council on Foreign Relations and the Pacific Council on International Policy. He is Director of the Office of Foreign Relations of the Los Angeles Sheriff’s Department, and serves on the Region 1, Homeland Security Advisory Council. In November 2009, Mr. Pattiz was inducted into the National Radio Hall of Fame in recognition of his significant contributions to the radio industry.has held several other entrepreneurial executive positions.
Mr. Stone— - has been a director of the Company since June 19, 2008 and has held the position ofserved as Vice-Chairman of the Board since that time.from his election until August 30, 2010 at which time he was elected to the position of Chairman of the Board, a position he held until October 21, 2011 (the date of the Merger). Mr. Stone is currently President, Gores Operations Group, and Senior Managing Director of Gores, which is the investment manager of Gores Capital Partners L.P., Gores Capital Partners II,III, L.P. and their related investment entities, and the manager of Gores Radio Holdings, LLC. Mr. Stone has responsibility for Gores’Gores' worldwide operations group, oversight of all Gores portfolio companies and operational due diligence efforts. Mr. Stone joinedPrior to joining Gores in 2005, fromMr. Stone was CEO of Sentient Jet, a provider of private jet membership, where he served as Chief Executive Officer from 2002 to 2004. Prior to Sentient Jet,Narus and Sentex Systems. Mr. Stone served as Chief Executive Officer of Narus, a global telecommunication software company, as Chief Executive Officer of Sentex Systems, an international securitywas with the Boston Consulting Group in their Boston, Los Angeles, Seoul and access control manufacturing company.London offices. Mr. Stone holds an M.B.A. in Finance from The Wharton School and a B.S. in Finance from the University of Maine. Mr. Stone is also a director of various Gores portfolio companies.companies including Siemens Enterprise Communications, National Envelope Corp., United Road Services and Stock Building Supply.
Mr. Wuensch — has been a member of the Company’s Board since July 6, 2009. In 1992, Mr. Wuensch founded Wuensch Consulting, which specializes in providing private consulting services to boards of directors and chief executive officers regarding specific issues on economic value and business design. From 1988 to 1992, Mr. Wuensch served as Group Executive for a $50 billion financial services holding company and prior thereto was Senior Vice President for a multi-bank holding company, President of a bank holding company, and a consulting partner with Arthur Young and with KPMG. In addition, Mr. Wuensch has extensive experience as a board member of several public and private companies. He is currently an Executive Professor at the University of Houston’s Bauer College of Business, Wolff Center for Entrepreneurship. Mr. Wuensch is a graduate of Baylor University and a Certified Public Accountant licensed in Texas.

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Qualifications of Directors
Gores Designees. Of the 10 directors that serve on the Company’s Board, six were designated by Gores and another, Mr. Nunez, was nominated by Gores to serve as an independent director. The Gores directors include two directors, Messrs. Honour and Gimbel, who focus primarily on M&A opportunities, and four directors, Messrs. Bronstein, Nold, Page and Stone, who focus primarily on operational matters (e.g.,efficiencies in the businesses, growth opportunities, new projects, accounting/financial matters). Gores selected the following individuals to serve as directors in consideration of the following qualifications and skills. Three of the six became directors when Gores purchased $75 million of Company preferred stock in June 2008 and the remaining three became directors when Gores took control of the Company in connection with the Company’s refinancing of its debt and recapitalization which closed on April 23, 2009 (the “Refinancing”).
Directors since June 2008:
•
Honour. Mr. Honour is responsible for structuring and pursuing strategic alternatives on behalf of Gores and was designated to the Board to identify potential M&A transactions on behalf of the Company. Mr. Honour has been an investment banker for 19 years and has spent his professional career identifying, negotiating and closing M&A and financial transactions.
•
Stone. Mr. Stone, who leads Gores’ Operations group and is responsible for its worldwide operations group, was designated by Gores to serve on the Company’s Board primarily as a result of his extensive operational expertise. Mr. Stone’s educational background in math and computer science and his experience as Chief Executive Officer for three companies makes him a crucial adviser to both Company management and the Board when key decisions, such as operational improvements, revenue growth initiatives or potential M&A activity are being considered and made by the Board.
Directors since April 2009:
•
Bronstein. Mr. Bronstein’s extensive experience in dealing with complex financial and accounting matters, including as a consultant and corporate controller and principal accounting officer of a Fortune 500 software and services company, provides the Board with a critical resource on various operational and financial matters. Until the Company’s listing on NASDAQ which required that all members of the Audit Committee be independent, Mr. Bronstein served on the Company’s Audit Committee, which during 2009 dealt with several new accounting issues in connection with the Company’s Refinancing.
•
Gimbel. Mr. Gimbel who works on exploring and negotiating M&A opportunities, has worked as a key member of the Gores M&A team, including with Mr. Honour, for approximately seven years. Mr. Gimbel’s tenure as an M&A analyst in the Media and Telecommunications Group of a major investment bank brings an added dimension of M&A experience to the Board.
•
Nold. Like Mr. Bronstein, Mr. Nold has extensive operational experience, with a particular focus on strategy and related transformational initiatives. Mr. Nold was designated to the Board for his ability to conduct extensive diligence on a company’s operations and pinpoint areas for improvement, on a timely and cost-effective basis. Beyond supporting Westwood One’s overall operational improvement, Mr. Nold has been deeply engaged in transforming the capabilities and performance of the Network business.
Director since December 2009:
•
Page. Mr. Page was designated by Gores in December 2009 after Mr. Weingarten (a director elected in June 2008) resigned. Mr. Page brings to the Board significant financial, managerial and operational knowledge. In addition to having held several CFO and COO positions and being a Partner at Price Waterhouse, Mr. Page currently oversees operational and financial functions for all of Gores and has extensive media and financial experience.

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Non-Gores Directors. Of the remaining four directors, one was nominated by Gores; one was nominated by the Company’s lenders (pursuant to the Investor Rights Agreement which is described below in Item 13 — Certain Relationships and Related Transactions, and Director Independence — Gores - - Investor Rights Agreement); one is the Company’s founder and Chairman of the Board and the other is an independent director who has served on the Board since 2006.
•
Mr. Pattiz, the Company’s founder and Chairman of the Board for nearly 35 years, has extensive experience in the radio industry and was recently inducted into the National Radio Hall of Fame in recognition of his significant contributions to the radio industry. His keen understanding of the Network business and his extensive contacts with radio executive and talent have made Mr. Pattiz a key Board member. His institutional knowledge of the Company has been an invaluable resource to the Board.
•
Mr. Ming was nominated by the then Nominating and Governance Committee in 2006 and became a director of the Company in July 2006 during a period when the Company was seeking additional financial expertise (Mr. Robert Herdman, a director and Chair of the Audit Committee, had resigned in April 2006). Mr. Ming’s extensive roles as CFO, COO or CAO in different organizations were ideal complements to the Board. Mr. Ming has served on the Audit and Compensation Committees for much of the last four years.
•
Mr. Nunez was nominated by Gores because of his contacts and experience in the entertainment industry, an industry in which he has operated for over 24 years, both as an attorney and as a talent agent. His experience in helping to structure employment and production arrangements was a key consideration in his nomination and election to the Company’s Board, particularly as the Company continues to explore and develop new programming.
•
Mr. Wuensch was nominated by the Company’s lenders principally for his corporate governance experience and his service to various companies, including during times of financial transition and/or restructuring. Mr. Wuensch has been an executive, director and consultant (the latter for the last 18 years) to numerous companies over the last 40 years.
Diversity of the Board
As disclosed in more detail below under the section entitled “Committees of the Board”, effective April 23, 2009, the Company does not have a Nominating and Governance Committee and of the eleven directors on the Board, six are employed by Gores or its affiliate, Glendon Partners, and one is a designee of the Company’s lenders. The Board does not have a formal written policy regarding diversity but both it and Gores, when reviewing candidates, consider the diversity as well as breadth and wealth of a director’s professional experience and how such might compliment the experience currently represented on the Board. Prior to Gores’ ownership and particularly when the Company was managed by CBS Radio, the Board sought directors who had professional experience in the terrestrial radio industry, however, the Company now places a significant emphasis on identifying directors who have operational, financial and strategic/M&A experience. Other factors considered in evaluating a director’s qualifications include educational/technical skills (MBA/CPA); exposure with turnaround situations; leadership roles (CEO, CFO, COO, CAO, CTO) and relationships in the media and entertainment industry. All directors must have a high ethical character and solid professional reputation; possess sound business judgment and be willing to be engaged in the business of the Board. Nominations may be made by any director or stockholder of the Company as described below under “Changes to Director Nomination Procedures”.

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Named Executive Officers

The following is a list of the Company’sCompany's executive officers. Only officers serving as the Chief (Principal) Executive Officer, Chief (Principal) Financial Officer (in the Company’s case, Mr. Sherwood is both the President and CFO)principal executive officer (PEOs) and the threetwo most highly compensated of the Company’sCompany's executive officers (excluding the CEO and CFO)PEOs) serving at the end of the last fiscal year (2011) are considered “named executive officers” (also referred to in this report as “NEOs”) using the methodology of the Securities and Exchange Commission (“SEC”) for determining “total compensation” are considered “named executive officers” (also referred to in this report. Because Mr. Sherwood served as “NEOs”).Chief (Principal) Executive Officer through October 21, 2011 when the Company merged with Westwood merged, he is also listed as a NEO for 2011. The Compensation Discussion and Analysis that appears below relates only to the NEOs for fiscal year 2009.2011. Mr. Hillman, listed below because he was employed at the end of 2011 and was one of the two of the most highly compensated persons

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after the PEOs, left the Company on March 9, 2012. Messrs. Lazar, Mammone, Steinhauer and Stirland are listed by virtue of their roles and responsibilities within the Company.

Executive Officer (* = 2011 NEO) Position
Spencer L. Brown*Co- Chief Executive Officer
David M. Landau*Co- Chief Executive Officer
Kenneth C. Williams*Co- Chief Executive Officer
Roderick M. Sherwood IIIIII* President and Chief Financial Officer (through October 21, 2011)
Gary SchonfeldEileen Decker* President, Network division
Steven KalinChief Operating Officer and President, Metro Networks division
Sales
David HillmanHillman* Chief Administrative Officer; Executive Vice President, Business AffairsOfficer and General Counsel (through March 9, 2012)
Hiram LazarChief Financial Officer, Chief Administrative Officer and Secretary
Charles SteinhauerPresident, Operations
Kirk StirlandPresident, Programming
Edward MammoneChief Accounting Officer

The professional backgrounds of the named executive officers for fiscal year 20092011 who are not also directors of the Company follow:

David M. Landau (age 60) is currently a co-Chief Executive Officer of Dial Global, Inc. Previously, he was a Co-President of Dial Communications Global Media, LLC (“DG LLC”), an indirect subsidiary of the Company, since its inception as Dial Communications-Global Media Inc. in 2002. From 1983 to 1993, he was President and Partner at Unistar Radio Networks. In 1994, he and Mr. Williams, also a co-Chief Executive Officer of Dial Global, founded Multiverse Networks, Inc., a network radio company that developed and syndicated national programs such as The Dr. Laura Schlessinger Show, and served as its President and Chief Executive Officer. In 1997, the company was sold to Jacor Communications, Inc. (“Jacor”), which had then recently acquired Premiere Radio Networks (“Premiere”) and from 1997 until 2000, Mr. Landau served as Executive Vice President of Premiere. In late 2000, he became Co-President, Co-Chief Executive Officer and Partner of Dial Communications LLC, which in 2002 merged with Global Media, a network radio programming and sales company to form Dial Communications-Global Media Inc.

Kenneth C. Williams (age 57) is currently a co-Chief Executive Officer of Dial Global, Inc. Previously, he was a Co-President/CEO of Dial Global since its inception as Dial Communications-Global Media Inc. in 2002. Mr. Williams began his career as a media planner at Ogilvy & Mather Advertising in 1978. In 1983, he became Vice President of Sales at DIR Broadcasting Corp., a network radio syndication company specializing in live music programming. In 1989, Mr. Williams became Vice President and Managing Director of MediaAmerica, Inc., managing the company's Western Region advertising sales and programming operations. In 1994, he and Mr. Landau founded Multiverse Networks, Inc. and served as its Chairman. Multiverse was sold to Jacor Communications (which had then recently acquired Premiere Radio Networks) in 1997 and from 1997 until 2000, Mr. Williams served as Executive Vice President of Premiere. In late 2000, he became Co-President, Co-Chief Executive Officer and Partner of Dial Communications LLC, which in 2002 merged with Global Media to form Dial Communications-Global Media Inc.

Eileen Decker (age 57) is the Company's President, Sales, a position Ms. Decker has held since August 2007.  In such role, she oversees ad sales of all owned and operated networks and programs, the representation of the Company's over 100 independent producers and syndicators and manages over 40 salespeople in eight sales offices. Ms. Decker began her career on the agency side of the advertising business at J. Walter Thompson in the 1970s.  She began her sales career with David Landau at the Unistar Radio Networks in 1987.  In 1995, Ms. Decker joined Global Media as a Senior Account Executive and served as NY Sales Manager through the transition to Dial Global. 

Hiram M. Lazar (age 47) is the Company's Chief Financial Officer, Chief Administrative Officer and Secretary. Since 2001, he served as Chief Financial Officer and Secretary of Excelsior and/or its predecessors. Prior to joining Excelsior's predecessor, Mr. Lazar served as Chief Financial Officer of Franklin from 1999 to 2002 and as Controller of Lebenthal & Company, a municipal bond brokerage firm, from 1992 to 1999. Mr. Lazar is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.


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Charles Steinhauer (age 39) is the Company's President of Operations and oversees all sales support divisions of the Company. Mr. Steinhauer began his career as an Account Executive with Venture Direct Worldwide, a business to business direct marketing firm. From 1997 to 2001, he was research analyst at Winstar Global Media. In 2001, Winstar Global Media merged with Dial Communications to form what now is Dial Global. In 2005, Mr. Steinhauer was promoted to SVP Operations and was instrumental in launching the Company's first RADAR rated network.

Kirk Stirland (age 59) is the Company's President, Programming. Since joining the Company in 2003, Mr. Stirland has overseen all aspects of the Company's owned or syndicated programs and services.  From 1999 through 2003, Mr. Stirland was President of the WOR Radio Network and from 1985 to 1995, served in several roles including SVP, Advertising Sales and Affiliate Sales at Unistar/Westwood. He has also held advertising and affiliate sales positions at the ABC Radio Network and NBC-The Source and from 1995 to 1998 was Chief Operating Officer of Arbitron's Media Marketing Technologies.

Edward Mammone(age 43)was appointed the Company's Chief Accounting Officer in December 2011 after the Merger was completed and served as the Company's Principal Accounting Officer from October 2009 to October 21, 2011 (when the Merger closed). From January 1997 to September 2009, Mr. Mammone held numerous financial positions at Revlon Inc., culminating in his being named Chief Accounting Officer in December 2006, a position he held until his departure in September 2009. Prior to Revlon, Mr. Mammone was a Manager in the Audit Practice of Grant Thornton LLP from October 1993 to December 1996. Mr. Mammone is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

Former Employees

Roderick M. Sherwood, III(age 5657)was appointed Executive Vice President, Chief Financial Officer, and Principal Accounting Officer of the Company effective September 17, 2008, and President of the Company effective October 20, 2008.2008, positions he held until October 21, 2011 when the Merger with Dial Global closed. Mr. Sherwood served as Chief Financial Officer, Operations of The Gores Group, LLC from November 2005 to September 5, 2008, where he was responsible for leading the financial oversight of all Gores portfolio companies. From October 2002 to September 2005, Mr. Sherwood served as Senior Vice President and Chief Financial Officer of Gateway, Inc., where he was primarily responsible for overseeing financial performance and operational improvements and exercising corporate financial control, planning, and analysis. During his tenure at Gateway, he also oversaw Gateway’s acquisition of eMachines. From August 2000 to September 2002, Mr. Sherwood served as Executive Vice President and Chief Financial Officer of Opsware, Inc. (formerly Loudcloud, Inc.), an enterprise software company.. Prior to Opsware, Mr. Sherwood also served in a number of operational and financial positions at Hughes Electronics Corporation, including General Manager of Spaceway (broadband services), Executive Vice President of DIRECTV International and Chief Financial Officer of Hughes Telecommunications & Space Company.Corporation. He also served in a number of positions during 14 years at Chrysler Corporation, including Assistant Treasurer and Director of Corporate Financial Analysis. Mr. Sherwood currently serves as a director of Dot Hill Systems Corporation, including as Chair of its Audit Committee.
Gary Schonfeld
David Hillman (age 57)serves as43) was the Company’s President, Network division, a position he has held since October 2008. Mr. Schonfeld 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.
Steven R. Kalin(age 46)was appointed the Company’s Chief Operating Officer effective July 7, 2008 and President of the Metro Networks division on October 20, 2008. Mr. Kalin has 20 years of media experience, encompassing both traditional and digital platforms and strategic, business development and operational roles. From 2002 to 2007, Mr. Kalin served as Executive Vice President and Chief Operating Officer of Rodale, Inc., a global publisher of health and wellness information. From September 2000 to January 2002, Mr. Kalin was Chief Operating Officer and then Chief Executive Officer of Astata, a business to business wireless software company. From September 1998 to June 2000, Mr. Kalin served as Chief Financial Officer and Chief Operating Officer of Medscape, a leading online website for physicians. From October 1995 to August 1998, Mr. Kalin was Vice President of Business Development for ESPN Internet Ventures and with ESPN Enterprises. At the start of his career, Mr. Kalin was a consultant with McKinsey & Company in the firm’s media practice. Mr. Kalin holds a B.A. from Brown University and an M.B.A. from Harvard Business School.

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David Hillman(age 41) serves as the Company’sCompany's Chief Administrative Officer; Executive Vice President, Business Affairs and General Counsel.Counsel until March 9, 2012. Mr. Hillman joined the Company in June 2000 as Vice President, Labor Relations and Associate General Counsel, which positions he held through September 2004, and thereafter became Senior Vice President, General Counsel in October 2004. He became an Executive Vice President in February 2006 and Chief Administrative Officer on July 10, 2007. Mr. Hillman has a B.A. from Dartmouth College and a J.D. from Fordham University School of Law.

There is no family relationship between any Company director and executive officer.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’sCompany's executive officers and directors and persons who own more than ten percent of a registered class of the Company’sCompany's equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and more than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or written representations from its directors and executive officers, the Company believes that during 20092011 its executive officers, directors and more than ten percent beneficial owners complied with all SEC filing requirements applicable to them.
Code of Ethics

The Company has a written policy entitled “Code of Ethics” that is applicable to all employees, officers and directors of the Company, including its principal executive officer, principal financial officer, principal accounting officer or controller, or any person performing similar functions, which was amended and restated on April 23, 2009. The Company no longer has a Supplemental Code of Ethics for its Chief Executive Officer and Chief Financial Officer.functions. The Code of Ethics is available on the Company’sCompany's website (www.westwoodone.com)(www.dialglobal.com) and is available in print at no cost to any shareholderstockholder upon request by contacting the Company at (212) 641-2000419-2900 or sending a letter to 1166 Avenue of the Americas, 10220 W. 42thnd Street, 3rd Floor, New York, NY 10036, Attn: Secretary.Legal Dept.
Changes to

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Director Nomination Procedures

On April 23, 2009,October 21, 2011, the Board adopted and approved the First Amendment to the Amended and Restated By-Laws (the “Amended and Restated By-Laws”)., which, among other things, slightly modified Section 2.16 of the Amended and Restated By-Laws added advance notice provisions relating to stockholder proposals to nominate directors for election at stockholder meetings. The following summary of is qualified in its entirety by reference to the copy of the Amended and Restated By-Laws attached as Exhibit 3.1 to the Company’s Current Report on 8-K filed with the SEC on April 27, 2009.
Nominationsstate that nominations of persons for election to the Board may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (1) by or at the direction of the Board (or any duly authorized committee thereof) or (2) by any stockholder of the Company (A)stockholders who is a stockholderare stockholders of record on the date of the giving of the notice provided for in Section 2.16 of the Amended and Restated By-Laws and on the record date for the determination of stockholders entitled to vote at such meeting and (B) who compliescomply with the notice procedures set forth in Section 2.16 of the Amended and Restated By-Laws.
For a nominationBy-Laws and to be made by a stockholder,additionally state that such stockholder must also have given timely notice thereof in proper written formthe right to vote for the Secretaryelection of the Company.

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To be timely, a stockholder’s notice todirectors being nominated under the Secretary must be delivered to or mailed and received at the principal executive officesterms of the Company as follows: (1) in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred-twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (2) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any existing time period) for the giving of a stockholder’s notice as described above.
To be in proper written form, a stockholder’s notice to the Secretary must set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director: (1) the name, age, business address and residence address of the person, (2) the principal occupation and employment of the person, (3) the class series and number of all shares of stock of the Company which are owned beneficially or of recordheld by the person and (4) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to besuch stockholder. Such change was made in connection with solicitations of proxies for election ofthe Merger that closed on October 21, 2011 and reflects that certain directors pursuant to Section 14are elected by the holders of the Exchange Act;Class A Common Stock and (b) as toothers are elected by the stockholder giving the notice: (1) the name and record address of such stockholder, (2) (A) the class, series and number of all shares of stockholders of the Company which are owned by such stockholder, (B)Class B Common Stock. Otherwise, the name of each nominee holder of shares owned beneficially but not of record by such stockholder and the number of shares of stock held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest has been entered into by or on behalf of such stockholder or any of its affiliates or associates with respect to stock of the Company and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such stockholder or any of its affiliates or associates, the effect or intent of whichnomination process remains unchanged.

It is to mitigate loss to, or to manage risk or benefit of stock price changes for, such stockholder or any of its affiliates or associates or to increase or decrease the voting power or pecuniary or economic interest of such stockholder or any of its affiliates or associates with respect to stock of the Company, (3) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (4) a representationcontemplated that such stockholder is a holder of record of stock of the Company entitled to vote at such meeting and that such stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons named in its notice and (5) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
Nominationsnominations to the Board are typicallywill be reviewed by directors Stone and Honour,the Chairman of the Board, in consultation with Messrs. Sherwoodthe Co-Chief Executive Officers and Pattiz. Nominees are then interviewed by several Boardsuch members before their presentation toof Oaktree and Gores that sit on the Board and/or stockholders of the Company.Board.

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Committees of the Board

The Board has an Audit Committee and Compensation Committee. EffectiveThe written charters of each such committee remain unchanged since April 23, 2009, when the Board adopted amended and restated written charters for each of the Audit Committee and Compensation Committee.each. The full text of each committee charter is available on the Company’sCompany's website at www.westwoodone.comwww.dialglobal.com and is available in print free of charge to any stockholder upon request. Under their respective charters, each of these committees is authorized and assured of appropriate funding to retain and consult with external advisors, consultants and counsel. EffectiveSince April 23, 2009, the Company no longer has not had a Nominating and Governance Committee. From March 16, 2009, when the Company was delisted from the NYSE, to November 20, 2009, when the Company was listed on the NASDAQ Stock Market, the Company was not subject to the listing requirements of any national securities exchange or national securities association. EffectiveSince November 20, 2009, the Company becamehas been subject to NASDAQ rules and regulations except where it relies on the “controlled company” exemption to the board of directors and committee composition requirements under the rules of the NASDAQ Global Market. As a result of the exemption, the Company is not required to have a Nominating and Governance Committee, or have its Board comprised of a majority of “independent” directors and has the flexibility to include non-independent directors on its Compensation Committee. The “controlled company” exception does not modify the independence requirements for the Audit Committee, and the Company complies with the requirements of the Sarbanes-Oxley Act of 2002 (“SOX”) and the NASDAQ Global Market rules which require that its audit committee be composed of at least three independent directors. In making a determination of a director’s “independence”,director's “independence,” the Board used the NASDAQ standard of “independence” in determining that each of Messrs. Haimovitz, Ming Nunez and WuenschMurphy is independent.

The Audit Committee

The current members of the Audit Committee are Messrs. Haimovitz, Ming Nunez and Wuensch.Murphy. Pursuant to SOX and the NASDAQ standards described above, the Board has determined that Messrs. Haimovitz, Ming Nunez and WuenschMurphy meet the requirements of independence proscribed thereunder. In addition, the Board has determined that each of Messrs. Haimovitz, Ming and WuenschMurphy is an “audit committee financial expert” pursuant to SOX. For further information concerning each of Mr. Ming’s and Mr. Wuensch’stheir qualifications as an “audit committee financial expert,” see their biographies which appear above in this report under the heading entitled “Directors.”

The Audit Committee is responsible for, among other things, the appointment, compensation, retention and oversight of the Company’sCompany's independent registered public accounting firm; reviewing with the independent registered public accounting firm the scope of the audit plan and audit fees; and reviewing the Company’sCompany's financial statements and related disclosures. The Audit Committee meets separately with senior management of the Company, the Company’sCompany's General Counsel, the Company’sCompany's internal auditor and its independent registered public accounting firm on a regular basis. There were 11 meetings of the Audit Committee in 2009.

The Compensation Committee

The current members of the Compensation Committee are Messrs. Ming, Nold, Nunez, PattizHaimovitz, Murphy, Salter and Stone. The Compensation Committee also has formed a subcommittee, consisting solely of the two independent directors, Mr. MingMessrs. Haimovitz and Mr. Nunez,Murphy, for the purpose of making equity grants to the Company’sCompany's key employees, including its NEOs. Although the Company has the flexibility to include non-independent directors on its Compensation Committee under the NASDAQ rules, independent directors are on this subcommittee in order to address tax and securities law considerations under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), respectively.


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The Compensation Committee has the following responsibilities pursuant to its charter (a copy of which is available on the Company’sCompany's website at www.westwoodone.com)www.dialglobal.com), which was last amended on April 23, 2009:
•Develop (with input from the CEO/President) and recommend to the Board for approval compensation to be provided to officers holding the title of Executive Vice President and above (“senior executive officers”);
•Review and approve corporate goals and objectives relative to the compensation of senior executive officers;
•Review the results of and procedures for the evaluation of the performance of other executive officers by the CEO/President;
•At the direction of the Board, establish compensation for the Company’s non-employee directors;

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Develop (with input from the CEO/President) and recommend to the Board for approval compensation to be provided to officers holding the title of Executive Vice President and above (“senior executive officers”);


•Recommend to the Board for approval all qualified and non-qualified employee incentive compensation and equity ownership plan and all other material employee benefit plans;
•Act on behalf of the Board in overseeing the administration of all qualified and non-qualified employee incentive compensation, equity ownership and other benefit plans, in a manner consistent with the terms of any such plans;
•Approve investment policies for the Company’s qualified and nonqualified pension plans (and, as appropriate, compensation deferral arrangements) and review actuarial information concerning such plans;
•In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility, unless otherwise determined by the Committee;
•Prepare an annual report on executive compensation for inclusion in the Company’s annual proxy statement in accordance with applicable laws and regulations; and
•Perform any other duties or responsibilities consistent with its Charter and the Company’s certificate of incorporation, by-laws and applicable laws, regulations and rules as the Board may deem necessary, advisable or appropriate for the Committee to perform.
Review and approve corporate goals and objectives relative to the compensation of senior executive officers;

Review the results of and procedures for the evaluation of the performance of other executive officers by the CEO/President;

At the direction of the Board, establish compensation for the Company's non-employee directors;

Recommend to the Board for approval all qualified and non-qualified employee incentive compensation and equity ownership plan and all other material employee benefit plans;

Act on behalf of the Board in overseeing the administration of all qualified and non-qualified employee incentive compensation, equity ownership and other benefit plans, in a manner consistent with the terms of any such plans;

Approve investment policies for the Company's qualified and nonqualified pension plans (and, as appropriate, compensation deferral arrangements) and review actuarial information concerning such plans;

In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility, unless otherwise determined by the Committee;

Prepare an annual report on executive compensation for inclusion in the Company's annual proxy statement in accordance with applicable laws and regulations; and

Perform any other duties or responsibilities consistent with its Charter and the Company's certificate of incorporation, by-laws and applicable laws, regulations and rules as the Board may deem necessary, advisable or appropriate for the Committee to perform.

In carrying out its responsibilities, the Compensation Committee is authorized to engage outside advisors to consult with the Committee as it deems appropriate. There were four meetings of the Compensation Committee in 2009.

The Board may from time to time, establish or maintain additional committees as necessary or appropriate.
Board Oversight of Enterprise Risk
The Board relies on the following enterprise-wide process to assess and manage the various risks facing the business and to ensure that such risks are monitored and addressed and do not compromise the Company’s ability to meet its business plan and strategic objectives. On an annual basis the Company’s President and CFO, Principal Accounting Officer and certain business heads meet to assess internal and external factors that could present a risk to the Company’s business plan. Once such assessment has been made, such officers produce a risk assessment report and review the risks with the Audit Committee. While the Audit Committee, which has been delegated the responsibility of reviewing the Company’s annual risk assessment by the Company’s Board, takes the lead risk oversight role and oversees risk management which includes monitoring and controlling the Company’s financial risks as well as financial accounting and reporting risks, the Company’s management is responsible for the day-to-day risk management process. As part of this risk assessment process, the Principal Accounting Officer works closely with members of the Audit Committee to ensure such risks are communicated in sufficient detail and to set forth a follow up process for managing and remediating any risk. Once this process has been completed, the Audit Committee and members of the Company’s finance department provide an update to the Board on the risk assessment process. To the extent any identified risks deal with compensation, the Company’s

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Item 11.Executive Compensation Committee also becomes involved in assessing and managing such risks.

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Board Structure
The Company’s Board is comprised of 11 directors (there is currently one vacancy) and consistent with its control of the Company, Gores influences who serves on the Board. At the time of the Refinancing in April 2009, Gores eliminated the Nominating and Governance Committee to reflect this new ownership structure. It also chose to retain three directors who had previously served on the Board, Messrs. Ming, Pattiz and Nunez, the latter of whom was nominated by Gores. At the time of the Refinancing, the Company was no longer listed on the NYSE and thus did not require that a majority of the Board be independent. Once the Company was listed on NASDAQ in October 2009, the Audit Committee was modified to include three independent directors, Messrs Ming, Nunez and Wuensch.
Mr. Pattiz, who founded the Company and has served as the Chairman of the Board since 1976, has continued in this capacity to date. As evidenced by three amendments to his employment agreement executed in 2008 and 2009 to continue Mr. Pattiz’s service as Board Chairman, the Board believes Mr. Pattiz’s long-standing ties to the Company and his ability to chair the Board are highly beneficial to the Company’s employees and stockholders. While there are no prohibitions in the Company’s governing documents or policies regarding the CEO/President acting as Chairman of the Board, except for a period of time much earlier in the Company’s history when Mr. Pattiz was also President of the Company (through February 1994), the roles have remained separate. The Company’s Board and management believe the separation allows each party to continue its focus on its principal role, that is, overseeing the day-to-day management of the Company in the case of the President and presiding over meetings of the Board and stockholders, in the case of the Chairman. Mr. Sherwood’s is physically located in the corporate headquarters in New York and Mr. Pattiz is physically located in the Company’s Culver City offices.
In connection with the Refinancing, certain directors resigned from the Board, including David Dennis who prior to April 23, 2009, served as the Board’s lead independent director. Given that Gores and the Company’s lenders collectively own approximately 97% of the Company’s equity, the Board does not believe a new lead independent director is necessary at this time.
Item 11.
Executive Compensation
Compensation Discussion and Analysis
The following narrative describes how the Company determined compensation for its named executive officers (referred to as NEOs or executives below), including the elements of their compensation and how the levels of their compensation were determined and by whom. When references are made to “key employees,” we are referring to a broader group of senior managers, such as department heads, who may be eligible for a particular compensation element. The information provided below is for fiscal year 2009 unless otherwise indicated.
Overview
The Company’s Compensation Committee (referred to in this narrative as the “Committee” or as the “Compensation Committee”) is primarily responsible for determining the compensation of the Company’s NEOs on an annual basis, which is comprised of three primary components, two of which are “discretionary” (annual bonus, if any, and the annual equity compensation award, if any). From 2003 to the time of the Company’s Refinancing in April 2009, the Committee was aided in its decision-making process by an independent, nationally recognized compensation adviser, the Semler Brossy Consulting Group (“SBCG”), which reported directly to the Committee Chair and performed no other work for the Company. The Committee has also sought and received legal advice from its outside legal counsel as needed, including with respect to the development and adoption of the Company’s 2010 Equity Compensation Plan (adopted by the Board on February 12, 2010) and the development and adoption of the Company’s form employment agreement for direct reports to the Company’s President.

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The Committee seeks to provide appropriate and reasonable levels of compensation to its NEOs keeping in mind the Company’s mission of remaining competitive with pay opportunities of comparable companies in the media industry, while accounting for individual performance and the overall performance of the Company. The Company provides minimal perquisites, consisting mainly of reimbursements for parking and car allowances and does not provide any other types of perquisites, including supplemental pension plans or other deferred compensation arrangements.
Prior to the Company’s Refinancing, the Committee was comprised of three independent directors. However, on April 23, 2009, in connection with the Refinancing, the Company was recapitalized such that Gores and the Company’s lenders (as a group) now own approximately 74.3% and 22.5%, respectively, of the Company’s common stock. As described above, under the “controlled company” exemption of the NASDAQ Global Market rules, the Company is not required to have a Compensation Committee comprised of a majority of “independent” directors and the Committee’s present structure includes the Chairman of the Board, two Gores designees and two independent directors. The Committee has formed a subcommittee, consisting solely of the two independent directors, for the purpose of making equity grants to the Company’s key employees, including its NEOs.
Objectives
The objective of the Company’s executive compensation policy (which affects NEOs) has been to attract, retain and motivate executives. The Committee believes that equity compensation awards serve as important contributors to the attraction, retention and motivation of the Company’s executives and more closely aligns the interest of executives and management to long-term success and growth and best promote the interests of the Company’s stockholders. The Committee has established the following objectives when determining the compensation for NEOs:
•
Pay for Performance. Corporate goals and objectives, both for an individual and for the Company as a whole, and the progress made in achievement thereof, should be a key consideration in any pay decisions;
•
Be Competitive. Total compensation opportunities for NEOs generally should be competitive with comparable companies in the industry, in order to attract and retain needed managerial talent;
•
Align Interests of Executives with Long-term Success and Stockholder Interests. Elements of compensation should be structured to give substantial weight to the future performance of the Company, which better aligns the interests of the Company’s stockholders and executives;
•
Attract and Retain Key Employees. In the midst of a challenging business environment, the Company commenced a turnaround strategy in mid-2008 which included top-grading employees, including senior executives. Since the Company began operating as an independent company in March 2008, the Company and Committee have placed a premium on attracting and retaining key employees and talent, and accordingly, have granted higher levels of cash and equity compensation to new executives to induce them to join the Company and help execute the turnaround strategy; and
•
Provide a Fair and Balanced Severance Package, Where Appropriate.Severance provisions in executive contracts have been negotiated with a view towards providing a fair settlement should an executive be terminated. To such end, severance provisions have been structured to provide that any payment requires the execution of a release of any claims the executive may have against the Company, a commitment by the executive to adhere to restrictive covenants, “double-trigger” provisions with very limited “good reason” protection for the executive and severance amounts that are fixed (rather than extending for the remainder of the contract’s term).

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Process and Roles of Parties
As a part of the Refinancing, Gores holds approximately 74.3%, and the Company’s lenders hold approximately 22.5%, of the Company’s equity. In 2009 (for services rendered in 2008), the President, head of Human Resources and the General Counsel met to discuss individuals’ performances and make general recommendations regarding discretionary bonuses (as described below, during this time, the Company was not in a position to consider or award equity compensation). After considering these recommendations and the overall performance of the Company, the Committee determined not to award any discretionary bonuses in 2009 or 2010 as described below. Neither the President nor the General Counsel makes recommendations, reviews or otherwise participates in the process of determining his own discretionary compensation and the Chairman of the Company, who is a member of the Compensation Committee, recuses himself from any discussions relating to his own compensation. While the Committee is primarily focused on elements of discretionary compensation, it was also heavily involved in determining base salaries for the Company’s President and all direct reports to the President, including the NEOs, when they were hired in 2008 and 2009.
From 2003 to the closing of the Refinancing in April 2009, the Committee retained the services of SBCG to assist it in major compensation decisions, particularly relating to new hires’ compensation packages, key employment agreement renewals and awards of equity compensation. In 2009, the Committee did not consider any of these types of compensation decisions; however, it did adopt a new equity compensation plan and award stock options in February 2010. In such instance, it did not engage the services of SBCG. In making these stock option awards, Company management relied heavily on Gores’ expertise with respect to the size and pool of grantees for such awards, and outside counsel and the Committee provided additional guidance related thereto. The Committee received significant input from management regarding the specific awards to be made to employees. For awards made to NEOs, the President worked closely with the Vice-Chairman of the Board, Chair of the Committee, Gores and remaining members of the Committee to determine the appropriate award levels and in the case of the President’s equity award, the Committee and Gores made such determination.
Timing Of Discretionary Compensation Awards
Historically,smaller reporting company, the Company has awarded its annual discretionarylisted below only such compensation (i.e., annual bonustables as required by the SEC for those NEOs named above for 2011. Only Messrs. Sherwood and equity compensation) toHillman were also NEOs after the performance of the immediately preceding fiscal year, including year-end earnings, has been publicly reported and is known by Board members, including the Committee. The Committee has, in certain limited circumstances, made equity compensation awards at other times in connection with a new employee’s date of hire or in connection with a significant promotion. Given the general economic downturn and the Company’s operating performance over the last two years (2009 and 2008, respectively), the Company determined not to award discretionary bonuses for each such year in 2010 and 2009, respectively. Contractual bonuses, such as signing and/or retention bonuses, were not affected by this decision.
Givenaccordingly, two years of compensation information is listed for them, whereas only one year of compensation information is listed for the significant negotiations during late 2008 and the first few months of 2009 related to the Refinancing, the Company also did not award any equity compensation in 2009. In recognition of not having granted bonuses or equity awards, and given the significant transactions undertaken by the Company (e.g., transition as an independently-managed company; securing a ten-year distribution arrangement with CBS Radio; consummation of a $100 million investment by Gores; completion of a significant re-engineering of the Company’s Metro Networks division and the Refinancing), the Company awarded stock options to its employees, including NEOs, on February 12, 2010.
Elements of Compensation
There are three main components of compensation: (1) base salary; (2) discretionary annual bonus; and (3) equity compensation. The Company generally establishes a NEO’s base salaryother NEOs. All dollar amounts presented in the individual’s employment agreement, based generally on competitive pay levels, the Company’s internal pay structurefollowing Items 11, 12, 13 and appropriate fixed pay to compensate sufficiently the NEOs for performing his/her duties and responsibilities. However, for the most part with limited exceptions, all other payments (e.g., signing bonus, retention bonus, annual discretionary bonus, equity compensation awards) are wholly-discretionary and/or contingent on the NEO remaining with the Company. The Committee believes discretionary annual bonuses should be used to reward a NEO’s outstanding individual performance and that NEOs are more appropriately compensated,

13

motivated and rewarded (and more likely to remain at the Company) when bonuses are paid in cash in a lump sum after the year has ended. Equity compensation awards, on the other hand, are intended to generate favorable long-term performance with a view toward providing a potential for upside should the Company’s performance improve over the long-term, thereby creating a common goal of both NEOs and Company stockholders. Given the Company’s stock price over the last few years, an increasingly larger portion of NEOs’ compensation has been their cash compensation (salary) as compared to their equity compensation. As noted above, the Company did not pay discretionary bonuses or award equity compensation to its executives in 2009. In setting the different elements of compensation, the Committee does not engage in a formal benchmarking process. However, over the years the Committee has received periodic input by SBCG, and the Committee and the Company are generally aware of compensation trends in the industry.
How does the Committee determine the allocation between the elements of compensation?
Base Salary
In determining base salary, the Committee considers an individual’s performance, experience and responsibilities, as well as the base salary levels of similarly-situated employees at comparable companies in the media industry. A base salary is meant to create a secure base of cash compensation, which is competitive in the industry. The Company relies to a large extent on the President’s evaluation and recommendation based on his assessment of the NEO’s performance.
Salaries generally are reviewed at the time a NEO enters into a new or amended employment agreement, which typically occurs upon the assumption of a new position and/or new responsibilities or the termination of the agreement. Any increase in salary is based on a review of the factors set forth above. In most instances, the Company has moved away from guaranteeing automatic salary increases in multi-year employment agreements in favor of reviewing on an annual basis whether salary increases should occur company-wide.
Effective April 6, 2009, the Company instituted a company-wide salary reduction, ranging from 5-15% based on an employee’s salary level. As part of such plan, all of the NEOs received a 15% reduction in salary, which reduction remained in place throughout the rest of 2009 and continues as of the date of this report. From the ten-week period commencing October 12, 2009 to December 21, 2009, the Company reduced employees’ pay on a one-time basis by an additional 10% (e.g., five days of pay) and instituted a mandatory five-day furlough over the same ten-week period. All NEOs participated in this program.
Discretionary Annual Compensation Bonus
NEOs are eligible to receive discretionary annual bonuses and their employment agreements provide a target amount for which they are eligible. The target is set based on the NEO’s position and responsibilities and the Company’s overall pay positioning objectives. While the target bonus amounts differ from agreement to agreement, all such bonuses14 are in the sole and absolute discretion of the Board or the Committee or their designee. Historically, management would make a recommendation regarding discretionary bonuses and equity compensation for key employees to the Committee which the Committee and management would discuss. After reviewing its decisions with the full Board and taking into account the views expressed by members of the Board, the Committee would make its final determination. As previously stated, the Committee has not awarded discretionary bonuses in the last two years given the weakened economy and the Company’s performance. When making bonuses, the Committee’s policy is to take into account a NEO’s base salary and views cash compensation as a whole when making its determinations regarding bonuses.dollars, unless otherwise noted.
While the Committee does not have a written policy regarding bonuses payable upon attaining certain financial metrics, bonuses for all members of management will continue to be reviewed on the basis of the Company’s overall performance and to the extent applicable, on their individual performance and the performance of departments over which they exercise substantial control.

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Equity Compensation
The Company considers equity compensation to be a key part of a NEO’s compensation. On April 23, 2009, when the Company’s debt was refinanced, the Company’s capital structure was recapitalized such that its common stockholders were diluted to approximately 2% of the Company’s equity. While the Company’s employees have outstanding equity compensation issued under the 2005 EquitySummary Compensation Plan (which was effective prior to the Board’s adoption of the 2010 Plan as described below) (the “2005 Plan”) and 1999 Stock Incentive Plan (the “1999 Plan”), such equity compensation is significantly underwater (i.e., the Company’s current stock price, on a split-adjusted basis, is substantially below the exercise price of such stock options) and hasde minimisvalue. As a point of reference, the aggregate fair value of equity compensation awards to NEOs was $856,158 for the three years ended December 31, 2009 as described in more detail under the “Summary Compensation Table” that appears below. The intrinsic value of these awards as of December 31, 2009 was $0 for option awards and $243 for stock awards. Because of the timing of the Refinancing, the Company was not in a position to develop a new equity compensation plan in late 2008 or early 2009 and accordingly, no awards to NEOs were made in 2009.
In the second half of 2009, the Company along with the Chair of the Committee and Vice-Chairman of the Board (who also sits on the Compensation Committee), reviewed the Company’s equity compensation levels and determined the 2005 Plan should be revised to increase the shares of common stock available for issuance under such plan. Gores believed the amount of the equity compensation awards should be meaningful, in part because previously issued equity compensation no longer has much value and in part because no awards or bonuses were awarded in the previous two years. On February 12, 2010, the Board amended and restated the 2005 Plan (which was renamed the 2010 Equity Compensation Plan, the “2010 Plan”) to increase the number of shares available for issuance to 2,650,000 shares, subject to stockholder approval, which reflected an allocation of approximately 10% of the Company’s equity (on a fully-diluted basis taking into account the stock options to be awarded) for equity awards. Thereafter, the Company’s President and Chair of the Committee recommended award levels for top executives, including NEOs (with the exception of the President), and thereafter, the President and Chair of the Committee, along with the General Counsel and key members of management, recommended levels of individual employee awards. The Vice-Chairman of the Board, Chair of the Committee and remaining Committee members determined the award for the President. Approximately 2,000,000 shares were awarded on February 12, 2010, subject to stockholder approval, and accordingly, approximately 650,000 of the 2,650,000 shares remain available for issuance under the 2010 Plan.
Under the 2010 Plan, the maximum number of shares subject to any stock option, stock appreciation right or any equity-based award that is intended to be “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (along with related regulations, the “Code”) that may be granted to each participant may not exceed 1,000,000 shares (subject to adjustment as provided in the 2010 Plan) during any one year period, of which up to 350,000 (subject to adjustment as provided in the 2010 Plan) may be used for restricted stock, restricted stock units (“RSUs”), deferred stock units and equity-based performance awards that are intended to be “performance-based compensation.” Other than the definition of “change in control” and default vesting terms relating to a “change in control”, no other material changes were made to the 2005 Plan and the types of awards available under the 2005 Plan remain the same under the 2010 Plan. However, the “change in control” definition in the 2005 Plan was amended to more closely match the definition set forth in the Company’s credit agreements. In addition, the Committee determined that instead of all equity compensation automatically vesting in connection with a termination upon a “change in control,” any accelerated vesting termination provisions should be determined on a case-by-case basis.
The 1999 Plan expired on March 31, 2009 but approximately 25,503 shares remain outstanding thereunder pursuant to prior awards. The awards made under the 1999 Plan also expressly incorporate the defined terms “cause” and “change in control” and the effect of such terms from the 2005 Plan. Unless expressly negotiated otherwise, unvested stock options continue to be forfeited upon an employee’s termination, including by death or disability.

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Under the Company’s equity compensation plans, various forms of equity compensation awards are available, including (1) full value share equity compensation awards (e.g.,restricted stock, RSUs, performance shares and deferred stock) that are measured by the actual stock price, and (2) stock options, which have value to an employee only to the extent the price of the Company’s common stock increases after the date the stock options are granted. The Company began to include restricted stock and RSUs in its equity compensation awards in May 2005, after the 2005 Plan was approved by Company stockholders. The last time the Committee awarded restricted stock or RSUs to its employees was in 2007.
In determining awards to NEOs, the Committee reviews both the value of equity compensation, individual responsibilities and performance, and other equity awards granted to executive officers at the Company. The following awards were made under the 2010 Plan to the NEOs on February 12, 2010, subject to stockholder approval:
•
Roderick M. Sherwood, III — received a stock option to purchase 400,000 shares of common stock;
•
Gary Schonfeld — received a stock option to purchase 200,000 shares of common stock;
•
Steven Kalin — received a stock option to purchase 200,000 shares of common stock; and
•
David Hillman — received a stock option to purchase 150,000 shares of common stock.
Terms of Vesting
Under the 2005 Plan and 2010 Plan, unvested awards generally are forfeited upon an employee’s termination, including by death or disability. However, under the 2005 Plan, if termination occurs within a 24-month period after a change in control (as such term is defined in the 2005 Plan), the award generally will become fully vested. Once granted, an individual is entitled to the benefits of an award of equity compensation upon vesting, provided, such individual remains employed by the Company at the time of vesting. In the case of certain NEOs and key employees, an award (or portion of an award) may vest when termination is without cause or for good reason,
All equity compensation issued under the 2005 Plan and the 2010 Plan (including those awards made on February 12, 2010) have three-year vesting terms, with the exception of awards made in January 2006 which vested over four years. Stock options issued under the 1999 Plan have five-year vesting terms, with the exception of awards made in March 2008 which vested over three years. Options that remain outstanding under the 1999 Plan and 2005 Plan will vest upon a participant’s termination within a 24-month period after a change in control (as such term is defined in the 2005 Plan, not taking into an account the amended definition under the 2010 Plan) has occurred. In the case of all of the NEOs, this is also true of the awards made on February 12, 2010.
Definition of Change in Control
Under the 2010 Plan, adopted on February 12, 2010: a “change in control” generally is: (i) the acquisition by any person, other than Gores, of a majority of the equity interests of the Company entitled to vote for members of the Board or equivalent governing body; (ii) a change in the individuals constituting a majority of the Board, or (iii) the consummation of any other transaction involving a significant issuance of the Company’s securities, a change in the Board composition or other material event that the Board determines to be a change in control.
Under the 2005 Plan, a “change in control” generally is: (i) the acquisition by any person of 35% or more of the Company’s outstanding common stock; (ii) a change in the individuals constituting a majority of the Board; (iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another corporation resulting in a change of ownership of more than 50% of the voting securities entitled to vote generally in the election of directors, (iv) a stockholder approved complete liquidation or dissolution of the Company; or (v) the consummation of any other transaction involving a significant issuance of the Company’s securities, a change in the Board composition or other material event that the Board determines to be a change in control.

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For the definitions used in NEOs’ employment agreements, please refer to the summaries under the heading “Employment Agreements” which appears below.
Payments Upon Termination
The Company has entered into employment agreements with each of the NEOs in order to promote stability and continuity of management. Under certain employment agreements, NEOs are entitled to cash payments upon various termination scenarios, including upon a change in control, death or disability, termination by the executive for good reason, or termination by the Company without cause. These payments are more particularly described under the table entitled “Potential Payments upon Termination or Change in Control”; the summaries of employment agreements that follow under the heading entitled “Employment Agreements”; and the narrative that follows regarding such payments. The Company does not have any arrangements with its NEOs, written or otherwise, for 280G “gross-up” or similar type payments.
What other factors does the Committee consider when making its decisions regarding compensation to NEOs?
Section 162(m) of the Code, limits the annual tax deduction a Company may take on compensation it pays to the NEOs (other than the CFO in certain instances) to covered pay of $1 million per executive in any given year. The Committee’s general policy is to structure compensation programs that allow the Company to fully deduct the compensation under Section 162(m) requirements. However, the Committee seeks to maintain the Company’s flexibility to meet its incentive and retention objectives, even if the Company may not deduct all of the compensation.
Beginning in 2005, with the adoption of the 2005 Plan by the Board, the Committee has the option to grant RSUs and restricted stock to NEOs. The Committee has retained the right to grant such equity awards because although the amount of RSUs and restricted stock that qualify for a deduction under Section 162(m) may be limited, equity-based awards have the potential to be a significant component of compensation that promotes long-term Company performance and management retention, and strengthens the mutuality of interests between the awardees and stockholders. Stock options granted by the Company are generally intended to qualify for a deduction under Section 162(m).
The Committee also considers the accounting cost and the dilutive effect of equity compensation awards when granting such awards and the impact of Section 409A of the Code relating to deferred compensation. To the extent permitted by the Committee, a participant may elect to defer the payment of RSUs in a manner that is intended to comply with Section 409A of the Code.
With respect to accounting considerations, the Committee examines the accounting cost associated with equity compensation in light of requirements under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (formerly, FASB Statement 123R) (“FASB ASC 718”).
What role does the Committee play in establishing compensation for directors?
The Committee reviews and evaluates compensation for the Company’s non-employee directors on an annual basis, in consultation with its outside legal counsel prior to making a recommendation to the Board. The elements of director compensation and more particulars regarding the elements are described in this report under the table appearing below the heading “Director Compensation.”

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Compensation Committee Report
The Committee has reviewed and discussed with Company management the Compensation Discussion and Analysis which appears above. Based on its review and discussions with management, the Committee recommended to the Board that it approve the inclusion of the Compensation Discussion and Analysis in this report filed with the SEC.
Submitted by the members of the Compensation Committee:
Michael Nold, Chair
H. Melvin Ming
Emanuel Nunez
Norman J. Pattiz
Mark Stone

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SUMMARY COMPENSATION TABLETable
The following table and accompanying footnotes set forth the compensation earned, held by, or paid to, each of the Company’sCompany's named executive officers for the years ended December 31, 2007, December 31, 20082010 and December 31, 2009,2011, respectively. In 2009, the Company instituted cost-reduction measures which included a 15% salary reduction effective April 6, 2009 for each of the NEOs and a 10% salary reduction, along with five unpaid furlough days, for the period from October 19, 2009 to December 28, 2009. The effect of these cost reductions on NEOs’ salaries are reflected in the table below.
                                     
                          Change in       
                          Pension       
                          Value and       
                          Nonqualified  All    
                      Non-Equity  Deferred  Other    
                  Option  Incentive Plan  Compensation  Compen-    
Name and     Salary  Bonus  Stock Awards  Awards  Compensation  Earnings  sation  Total 
Principal Position Year  ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($) 
(a) (b)  (c)  (d)(1)  (e)(2)  (f) (2)  (g)  (h)  (i)(3)  (j) 
                                     
CURRENT NEOS:
                                    
Roderick M. Sherwood, III  2009  $520,892   —   —   —   —   N/A  $   $520,892 
President (as of 10/20/08)  2008  $168,462  $15,000   —  $152,700   —   N/A  $115,000  $451,162 
and CFO (as of 9/20/08) (4)                                    
                                     
Gary Schonfeld  2009  $432,728   —   —   —   —   N/A   —  $432,728 
President, Network division (as of 10/20/08) (5)  2008  $96,154   —   —  $56,100   —   N/A   —  $152,254 
                                     
Steven Kalin  2009  $431,135   —   —   —   —   N/A   —  $431,135 
President, Metro Networks division (as of 10/20/08)  2008  $225,962   —   —  $266,050   —   N/A   —  $492,012 
and COO (as of 7/7/08) (6)                                    
                                     
David Hillman,  2009  $388,021   —   —   —   —   N/A   —  $388,021 
CAO, EVP, Business  2008  $425,000  $33,334   —  $145,950   —   N/A   —  $604,284 
Affairs and GC (7)   2007  $373,846  $208,333  $134,358  $101,000   —   N/A   —  $817,537 
Name and Principal Position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock Awards
($)
(e) (1)
Option Awards
($)
(f) (1)
Non-Equity Incentive Plan Compensation
($)
(g)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(h)
All Other Compen-
sation
($)
(i)(2)
Total
($)
(j)
NEOS:         
Spencer L. Brown, co-CEO (3)2011$519,359
$250,000
—
$4,916,286
—
N/A$23,396
$5,709,041
          
David M. Landau, co-CEO (3)2011$519,359
$250,000
—
$4,916,286
—
N/A$27,672
$5,713,318
          
Kenneth C. Williams, co-CEO (3)2011$519,359
$250,000
—
$4,916,286
—
N/A$19,272
$5,704,917
          
Eileen Decker, President Sales (3)2011$400,000
$206,201
—
—
—
N/A—
$606,201
          
FORMER EMPLOYEES:         
Roderick M. Sherwood, III President and CFO (terminated November 18, 2011) (4)2011$470,769
$125,000
—
$ 145,151 (6)
—
N/A$51,321
$792,241
2010$504,115
—
$802,000
$2,380,620
—
N/A—
$3,686,735
          
David Hillman, CAO, EVP, Business Affairs and GC (5)2011$400,481
$165,000
—
—
—
N/A—
$565,481
2010$389,485
—
—
$670,795
—
N/A—
$1,060,280

(1)The Committee did not award bonuses for service in 2008 and 2009.
(2)
The amounts reported in columns (e) and (f) represent the grant date fair value all stock and option awards granted in fiscal 2009,years 2010 and 2011 (as applicable), calculated in accordance with FASB ASC 718.718, without regard to the estimated forfeiture related to service-based vesting conditions. For a more detailed discussion of the assumptions used by the Company in estimating fair value, refer to Note 13 (Stock-Based Compensation) of the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and Note 11 (Equity-Based Compensation) of the Notes to the Consolidated Financial Statements in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2009.2010. These amounts reflect the Company's accounting expense for these awards and do not correspond to the actual amounts, if any, that will be recognized by the named executive officers. Stock options only have value to an executive if the stock price of the Company's common stock increases after the date the stock options are granted, and such value is measured by the increase in the stock price (which is the value shown in the table above). This is different from the values listed in the table above and below (i.e., Summary Compensation Table, Outstanding Equity Awards at 2011 Fiscal Year-End) which represent the grant date fair value, computed in accordance with FASB ASC 718. The vesting terms of the stock awards and option awards reported in the table above are described below.

(3)(2)TheWith limited exceptions, the Company does not provide perquisites to its employees, including the named executive officers. UnderMessrs. Brown, Landau and Williams each receive a car allowance of $1,250 per month ($15,000/year) and a club allowance

9


of $15,000 per year. The amounts reflected above show the amounts utilized in 2011.
(3)Each of Messrs. Brown, Landau, Williams and Ms. Decker became NEOs in 2011 and accordingly compensation for 2011 only is included herein pursuant to SEC guidelines. As described in the summaries of their employment agreements below, the compensation of co-CEOs Brown, Landau, Williams was increased from the levels indicated in the table above (including an increase in base salary to $600,000 effective October 21, 2011) and Ms. Decker received a stock option for 120,000 shares of common stock on March 1, 2012.
(4)Mr. Sherwood's base salary in 2010 and 2011 was $510,000 after taking into account the 15% salary-reduction effected by Westwood in 2009 which continued through his date of termination. Mr. Sherwood received a $125,000 bonus in 2011 upon completion of the sale of Metro Networks. Mr. Sherwood's employment terminated on November 18, 2011 and he began receiving severance on such date, which severance is reflected in “all other compensation”. The terms of Mr. Sherwood's separation agreement are described below
(5)Mr. Hillman's base salary in 2010 and 2011 was $382,500 after taking into account the 15% salary-reduction effected in 2009. Effective October 3, 2011, Mr. Hillman's base salary was increased to $425,000. He received an $115,000 bonus in 2011 upon completion of the sale of Metro Networks and a $50,000 bonus in December 2011, in part in connection with the consummation of the merger with Westwood. Mr. Hillman's employment terminated on March 9, 2012 and the terms of his employmentseparation agreement Mr. Pattiz hasare described below.
(6)Reflects the right to purchase at any time the Company car he uses at the fair marketincremental value as such is reported in the Kelly Blue Book. Prior to April 3, 2009, the Company made a matching contribution of 25% of all employees’ contributions to their 401(k) Plan in an amount not to exceed 6% of an employee’s salary. Such matches were in Company stock, until January 1, 2007, when the Company began making such matches in cash. Employees vest in the “Company match” based on years of service with the Company as follows: 20% for one year of service; 40% for two years of service; 60% for three years of service; 80% for four years of service and 100% for five years of service. On March 24, 2009, the Company announced it would cease making matching contributions to employees’ contributions to their 401(k) Plans, effective April 3, 2009. The values of the Company matching contributionsCompany's modification of Mr. Sherwood's unexercised vested stock options, calculated in 2009 were: $1,151, $433, $865 and $1,558,accordance with respect to Messrs. Sherwood, Schonfeld, Kalin and Mr. Hillman, respectively.

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(4)Roderick M. Sherwood, III earned base salary at an annual rate of $600,000 from September 20, 2008 through December 31, 2008 and received a $15,000 signing bonus at the time he entered into his employment agreement. Mr. Sherwood earned base salary at an annual rate of $600,000 for calendar year 2009, which amount was reducedFASB ASC 718, in connection with Mr. Sherwood's Separation Agreement which extended the cost-reduction measures described above. Prior to his employment by the Company,period in which Mr. Sherwood also received $115,000could exercise his unexercised vested stock options from Goresthe three months set forth in connection with consulting work renderedhis original stock option agreement to the Company in July-September 2008 in connection with the Metro reengineering plan and other cost initiatives, which amount is included as part of “all other compensation” and not in “salary”.
(5)Gary Schonfeld earned base salary at an annual rate of $500,000 from October 20, 2008 through December 31, 2008 and for calendar year 2009, which amount was reduced in connection with the cost-reduction measures described above.
(6)Steven Kalin earned base salary at an annual rate of: (i) $450,000 from July 7, 2008 through October 19, 2008 for services rendered as COO and (ii) $500,000 from October 20, 2008 to December 31, 2009 for services rendered as President, Metro Networks division, which amount was reduced in connection with the cost-reduction measures described above.
(7)David Hillman earned base salary at an annual rate of $425,000 for calendar year 2008 and his base salary increased to $450,000 on January 1, 2009. He also received a $100,000 retention bonus at the time he entered into the first amendment to his employment agreement effective January 1, 2006, of which $33,333.36 was earned in each of 2006, 2007 and 2008. Mr. Hillman’s salary was also reduced in connection with the cost-reduction measures described above.twelve months.
GRANTS OF PLAN-BASED AWARDS IN 2009Provisions Related to Equity Compensation
As discussed elsewhere in this report, no awards of stock options, restricted stock or RSUs were made to NEOs during the 2009 calendar year. Accordingly, this table which would otherwise provide information for equity compensation awards to the Company’s named executive officers during the year ended December 31, 2009 has been omitted.
The following summary is applicableMaterial terms related to the equity compensation awarded in 2008 and 2007 to the NEOs reported in the table entitled “Summary Compensation Table” which appears above.above include the following:
Vesting Generally
All awards ofThe stock options awarded after the Merger, including those to Messrs. Brown, Landau, Schore and Williams on December 20, 2011 and to Ms. Decker in March 2012, were made pursuant to the 2011 Stock Option Plan (the “2011 Plan”). While the vesting schedule of the stock options issued to Messrs. Brown, Landau, Schore and Williams is as indicated in footnote 1 below the table entitled “Outstanding Equity Awards at 2011 Fiscal Year-End”, other stock options issued under the 2011 Plan (such as Ms. Decker's and the executive officers listed in Item 12 below) on March 1, 2012 are subject to a 4-year vesting schedule and vest in 25% installments beginning on the anniversary of the grant date (March 1, 2013) and continuing on each anniversary thereafter until fully vested.
The equity compensation reported above in the “Summary Compensation Table” werefor Messrs. Sherwood and Hillman was granted under the 2010 Equity Compensation Plan (the “2010 Plan”), the 2005 Equity Compensation Plan (the “2005 Plan”) or the 1999 Stock Incentive Plan (the “1999 Plan”) and was originally scheduled to vest in equal installments over a three-year period, commencing on the first anniversary of the date of grant. Upon a participant’sPursuant to separately negotiated Separation Agreements with each of Mr. Sherwood and Mr. Hillman (described in more detail below under the description of NEOs' employment agreements), all of Mr. Sherwood's equity compensation, to the extent unvested, vested immediately upon his termination all vested stock options remain exercisable as follows, but in no event later than ten years after the grant date: (i) three yearson November 18, 2011 and in the eventcase of the participant’s retirement; (ii)Mr. Hillman, his 2010 stock option for 150,000 shares of common stock (the only equity compensation in which he had not fully vested) vested in its entirety upon his termination on March 9, 2012. Each of Mr. Sherwood and Mr. Hillman has one year in the event of the participant’s death (in which case the participant’s estate or legal representative may exercise such stock option) or (iii) three months for any other termination (other than for cause) unless negotiated otherwise in an executive’s employment agreement. Under the terms of the 2005 Plan, a participant forfeits any unvested stock options onfrom the date of his termination.respective termination to exercise any vested unexercised stock options.
When terms such as participant, termination, retirement, cause and change in control are used for purposes of referring to equity compensation, such have the meaning set forth in the 2005 Plan. A “participant” meansVesting upon a recipient of awards under an equity compensation plan (for purposes of this report, the employee).

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Change in Control ProvisionsControl; Death; Disability
With respect to all equity compensationAll stock options awards made under the 20052011 Plan, (orincluding those issuedgranted to the co-CEOs, shall vest in March 2008 and thereaftertheir entirety upon a change of control, death or termination due to disability. Such terms have the meaning described below under the 1999 Plan incorporating 2005 Plan terms relating todescription of NEOs' employment agreements.
Vesting in connection with a change in control), if an employee is terminated without cause during the 24-month period following a change in control, all unvested stock options, restricted stock and RSUs (as described above) shall immediately vest provided an employee is still a participant on that date. As described in the CD&A above, this provision was changed in February 2010 but does not impact any of the awards disclosed in the tables above.
Termination without Cause
Certain equity awards may be subject to modified vesting provisions based onIn connection with the terms of employment agreements negotiated by and between the Company and certain NEOs, specifically Messrs. Sherwood and Kalin,the co-CEOs, a termination with “cause” would constitute a “Qualifying Termination” which terms are described in more detail underwould mean that the summariesportion of their respective employment agreements which appear below.
Dividends; Transfer Restrictions; Voting Rights
RSUs and restrictedthe 2011 stock accrue dividend equivalents when dividends are paid, if any, on the common stock beginning onoption awarded to such co-CEO that would have vested within the date that is 6 months after the Qualifying Termination shall vest immediately.

10


For executive officers who are not co-CEOs (including Ms. Decker), there is no acceleration of grant. Such dividend equivalents are credited to a book entry account, and are deemed to be reinvested in common shares on the date the cash dividend is paid. Dividend equivalents are payable, in shares of common stock, only upon the vesting of the related restricted shares. Until the stock vests, shares of restricted stock and RSUs may not be sold, pledged, or otherwise transferred; however, once a grant of such is made, the holder is entitled to receive dividends thereon (as described above). In the case of restricted stock only (i.e., not RSUs), a holder is entitled to vote the shares once he has been awarded such shares. A holder may not vote shares associated with RSUs until the shares underlying such award have been distributed (which occurs upon vesting, unless the RSUs have been deferred as described below).a termination without cause.
Right to Defer; Mandatory Deferral in 2005
A participant may elect to defer receipt of his RSUs in which case shares and any dividend equivalents thereon are not distributed until the date of deferment. A decision to defer must be made a minimum of twelve (12) months prior to the initial vesting date and a participant may choose to defer his award until the last vesting date applicable to such award or his date of termination. In 2005, the deferral of equity compensation awards until a participant’s termination was mandatory. Accordingly, the grants made to all directors on May 19, 2005 and the grants made to Mr. Pattiz in December 2005 were deferred until such individual’s termination. Since the 2005 awards, no grants of equity compensation have been deferred, with the exception of the RSU award made to Mr. Dennis on September 22, 2008. With the exception of deferred awards to Mr. Pattiz, all previously-deferred awards have been distributed as such directors have resigned from the Company.

21

OUTSTANDING EQUITY AWARDS AT 20092011 FISCAL YEAR-END
The following table sets forth, on an award-by-award basis, the number of shares covered by exercisable and unexercisable stock options and unvested restricted stock and RSUs outstanding to each of the Company’sCompany's NEOs as of December 31, 2009. The following2011 (there was no unvested restricted stock or RSUs as of such date). In the case of certain awards to Messrs. Sherwood and Hillman, the share numbers and prices presented below reflect a 200 for 1 reverse stock split that occurred on August 3, 2009.
                                     
  Option Awards(1)  Stock Awards(2) 
                             Equity  Equity 
                             Incentive  Incentive 
                         Market  Plan  Plan 
                         Value  Awards:  Awards: 
          Equity          Number  of  Number  Payout 
          Incentive          of  Shares  of  Value of 
          Plan          Shares  or  Unearned  Unearned 
          Awards:          or Units  Units  Shares,  Shares, 
  Number of  Number of  Number of          of  of  Units or  Units or 
  Securities  Securities  Securities          Stock  Stock  Other  Other 
  Underlying  Underlying  Underlying          That  That  Rights  Rights 
  Unexercised  Unexercised  Unexercised  Option      Have  Have  That  That 
  Options  Options  Unearned  Exercise      Not  Not  Have Not  Have Not 
  (#)  (#)  Options  Price  Option  Vested  Vested  Vested  Vested 
Name Exercisable  Unexercisable  (#)  ($)  Expiration Date  (#)  ($)  (#)  ($) 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h)(3)  (i)  (j) 
                                     
NEOs:
                                    
Sherwood  1,000   2,000   —  $98.00   09/17/18   —  $—   —  $— 
   250   500   —   36.00   10/20/18   —   —   —   — 
                                     
Schonfeld  916   1,834   —  $36.00   10/20/18   —  $—   —  $— 
                                     
Kalin  708   1,417   —  $250.00   7/7/18   —  $—   —  $— 
   250   500   —   36.00   10/20/18   —   —   —   — 
                                     
Hillman  3   —   —  $3,834.00   09/28/10   —  $—   —  $— 
   45   —   —   4,292.00   09/20/11   —   —   —   — 
   60   —   —   7,038.00   09/25/12   —   —   —   — 
   60   —   —   6,038.00   09/30/13   —   —   —   — 
   150   —   —   4,100.00   10/05/14   —   —   —   — 
   100   25   —   4,194.00   03/14/15   —   —   —   — 
   126   43   —   2,854.00   02/10/16   —   —   —   — 
   133   67   —   1,234.00   03/13/17   —   —   —   — 
   291   584   —   398.00   03/14/18   —   —   —   — 
   —   —   —   —   —   21   95   —   — 
   —   —   —   —   —   33   149   —   — 
Name
(a)
Option Awards Stock Awards
Number of Securities Underlying Unexercised Options
(#)
Exercisable
(b)
Number of Securities Underlying Unexercised Options
(#)
Un-
exercisable
(c)
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
(d)
Option Exercise Price
($)
(e)
Option
Expiration Date
(f)
 
Number of Shares or Units of Stock That Have Not Vested
(#)
(g)
Market Value of Shares or Units of Stock That Have Not Vested
($)
(h)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(i)

Equity Incentive Plan Awards: Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
(j)
NEOs:          
Brown(1)81,856
1,555,269
—
$3.27
12/20/2021 —
—
—
—
           
Landau(1)81,856
1,555,269
—
$3.27
12/20/2021 —
—
—
—
           
Williams(1)81,856
1,555,269
—
$3.27
12/20/2021 —
—
—
—
           
Sherwood(2)3,000
—
—
$98.00
11/18/2012 —
—
—
—
 500
—
—
36.00
11/18/2012 —
—
—
—
 400,000
—
—
6.00
11/18/2012 —
—
—
—
 100,000
—
—
8.02
11/18/2012 —
—
—
—
           
Hillman(3)60
—
—
$7,038.00
9/25/2012 —
—
—
—
 60
—
—
6,038.00
9/30/2013 —
—
—
—
 150
—
—
4,100.00
10/5/2014 —
—
—
—
 125
—
—
4,194.00
3/14/2015 —
—
—
—
 169
—
—
2,854.00
2/10/2016 —
—
—
—
 200
—
—
1,234.00
3/13/2017 —
—
—
—
 875
—
—
398.00
3/14/2018 —
—
—
—
 50,000
100,000
—
6.00
2/12/2020 —
—
—
—

(1)The stock options listed in the table above vested/vest as follows: 2.5% vested and became exercisable immediately on the grant date (December 20, 2011); 87.5% vested/vest in monthly installments of 2.5% beginning on December 21, 2011 through and including October 21, 2014; and (iii) 10% will become vested and exercisable in monthly installments of 0.833% commencing on November 21, 2014 through and including October 21, 2015; such that, upon October 21, 2015, the grantee shall be fully vested in the option.

•
(2)In connection with the terms of his Separation Agreement, all equity compensation previously awarded to Mr. Sherwood vested in its entirety on his date of termination, November 18, 2011.

All stock options listed
(3)While not reflected in the table above table granted prior to January 1, 2005 (i.e.,which lists equity compensation as of the last day of the 2011 year, the second installment of Mr. Hillman's 2010 stock option (listed above with an expiration datea $6.00 exercise price) vested on or before December 31, 2014) were grantedFebruary 12, 2012 and the last installment was accelerated upon his termination such that the option was vested in its entirety on March 9, 2012 pursuant to the terms of the 1999 Plan and are subject to five-year vesting terms in equal installments, commencing on the first anniversary of the date of grant.
•All stock options listed in the table above with an expiration date on or after May 19, 2015 but granted prior to March 14, 2008 were granted pursuant to the terms of the 2005 Plan. Such options vest in equal installments over four years commencing on the first anniversary of the date of grant except for stock options listed in the table above with an expiration date on or after March 13, 2017, all of which have a three-year (not four-year) vesting term.

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All stock options listed in the table above with an expiration date on or after March 14, 2018 were granted pursuant to the terms of the 1999 Plan (as described elsewhere in this report) and, as stated in the immediately preceding bullet, vest in equal installments over three years commencing on the first anniversary of the date of grant.
(2)All stock awards listed in the above table were granted pursuant to the terms of the 2005 Plan and are subject to four-year vesting terms commencing on the first anniversary of the date of grant, except for: (x) stock awards issued in 2007 and later, all of which have a three-year vesting term; and (y) Mr. Hillman’s award of 75 shares of restricted stock awarded in July 2007 which had a two-year vesting term (such award has been adjusted to reflect the 200 for 1 reverse stock split that occurred on August 3, 2009). As discussed elsewhere in this report, restricted stock granted on February 10, 2006 had an initial vesting date of January 10, 2007 (11 months after the grant date), with subsequent vesting dates tied to the anniversary of the vesting date. The numbers disclosed in column (g) above include all dividend equivalents that have accrued on such shares.
(3)The value of the awards disclosed in column (h) above is based on a per share closing stock price on NASDAQ for the common stock of $4.50 ($0.0225, if not adjusted for the 200 for 1 reverse stock split that occurred on August 3, 2009) on December 31, 2009 (the last business day of 2009).his Separation Agreement.
OPTIONS EXERCISED AND STOCK VESTED
During the year ended December 31, 2009, none of the Company’s named executive officers exercised any stock options. Shares of restricted stock and RSUs previously awarded to them were acquired as follows:
                 
  Options Awards  Stock Awards 
  Number of  Value Realized on  Number of Shares  Value Realized on 
  Shares  Exercise  Acquired on Vesting  Vesting (1) 
Name (#)  ($)  (#)  ($) 
(a) (b)  (c)  (d)  (e) 
                 
NEOS:
                
Sherwood  —   —   —   — 
Schonfeld  —   —   —   — 
Kalin  —   —   —   — 
Hillman  —   —   92  $1,008 

11
(1)Value realized on vesting represents the number of shares acquired on vesting multiplied by the market value of the shares of common stock on the vesting date.
PENSION BENEFITS
None of the Company’s named executive officers are covered by a pension plan or similar benefit plan that provides for payment or other benefits at, following, or in connection with retirement.
NONQUALIFIED DEFERRED COMPENSATION
None of the Company’s named executive officers are covered by a deferred contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified. Accordingly, this table which would otherwise provide nonqualified deferred contribution information for the Company’s named executive officers during the year ended December 31, 2009 has been omitted.

23



Employment Agreements
General
The Company has written employment agreements with each of the NEOs, the material terms of which are set forth below.below, including as they relate to payment at or following such NEO's various termination events, including a change in control. These summaries do not purport to be exhaustive; in particular, financial terms (e.g.,salary, bonus) for years prior to 2009 are not included in the summaries below. Youexhaustive and you should refer to the actual agreements for a more detailed description of the terms. As indicated below, all of the employment agreements contain non-competition and non-solicitation provisions which extend after the termination of such agreements for the period indicated below.
More detailed terms and provisions of equity compensation held by the following NEOs can be located in the table entitled “Outstanding Equity Awards At 2009 Fiscal Year-End” which appears above.
Defined Terms: Cause, Good Reason, Change in Control
When terms such as “cause,” “good reason” or “cause event” (for Messrs. Sherwood, Schonfeld and Kalin only), or “change in control” are used for a complete descriptionin the summaries of such terms,the employment agreements, please refer to such NEO’s employment agreement. Generally speaking, with limited exceptions, NEOsthe following for the meaning thereof.
Cause - co-CEOs
In the case of the co-CEOs, they are terminable for cause (referredunder the following circumstances: (1) the willful failure to assubstantially perform his material lawful duties within ten (10) business days after demand for substantial performance is delivered by the Company and where such willful failure is not due to employee's disability or during an approved leave of absence, (2) material misappropriation, breach of fiduciary duty or fraud with regard to the Company or any of its Subsidiaries, (3) conviction of or the pleading of guilty or nolo contendere with regard to a cause eventfelony (other than a traffic violation), (4)  gross negligence or willful misconduct which, in the good faith determination by the Board, is reasonably likely to be materially injurious to the Company, or (5) any other material breach of a provision that remains uncured for ten (10) days after the Board provides employee with written notice of its good-faith determination that Cause exists.
Cause - other NEOs
In the case of Messrs. Sherwood, Schonfeld and Kalin)other NEOs (Sherwood, Hillman, Decker), they are generally terminable for cause if they have: (1) failed, refused or habitually hashave neglected to perform their duties, breached a statutory or common law duty or otherwise materially breached their employment agreement or committed a material violation of the Company’sCompany's internal policies or procedures; (2) been convicted of a felony or a crime involving moral turpitude or engaged in conduct injurious to the Company’sCompany's reputation; (3) become unable by reason of physical disability or other incapacity to perform their duties for 90 continuous days or 120 non-continuous days in a 12-month period (or 180 non-continuous days in a 12-month period with respect to Mr. Sherwood); (4) breached a non-solicitation, non-compete or confidentiality provision; (5) committed an act of fraud, material misrepresentation, dishonesty related to his employment, or stolen or embezzled assets of the Company; or (6) engaged in a conflict of interest or self-dealing. Each of Messrs. Sherwood’s, Schonfeld’s and Kalin’s
Good Reason
Only the co-CEOs may terminate their employment for “good reason” which is defined in their employment agreement hasas the occurrence of any of the following events without such co-CEO's prior written consent: (1) a reduction in his Base Salary or annual bonus opportunity, (2) any diminution of his title, position or reporting line, or the appointment of any individual to an officer position with the Company senior to him; (3) any material reduction of his duties or responsibilities, (4) following a change in control (as defined in his employment agreement), a requirement to report to a person or group of persons other than the board of directors of the ultimate parent entity of the Company, (5) relocation to a place of business outside Manhattan in New York City (relocation to a place of business more than thirty (30) miles from the Mr. Williams' office location as of October 20, 2011 in the case of Mr. Williams who works in Los Angeles, CA), (6) a material breach by the Company of any provision of this Agreement or of the option agreement that remains uncured for ten (10) days after written notice thereof is provided to the Company; provided, however, that except in the case of an event described in clause (6) hereof, any termination by employee with “good reason” shall occur only within sixty (60) days following the first to occur of any of the events or circumstances set forth herein as constituting good reason.
Change in Control
The term “change in control” has the same meaning for all of the NEOs currently employed by the Company (i.e., the co-CEOs and Decker) and the other executive officers. In the case of the co-CEOs, such definition is located in the co-CEOs' employment agreements because it is a potential element of the good reason definition (see above). In the case of Ms. Decker

12


and the other executive officers, the definition is located in their stock option award agreement since such definition is only relevant to stock options.
NEOs: Employment Agreement Summaries
Employment Agreements for Messrs Brown, Landau and Williams, each a co-Chief Executive Officer.
Initial employment term of four years (subject to automatic two-year renewal periods, unless either the Company or such Co-CEO, respectively, provides written notice of its or his election not to renew at least 180 days prior to the end of the applicable period), with such employment period being deemed to have started on October 21, 2011 (date of merger).
Annual base salary of $600,000, subject to increase by the Compensation Committee in its discretion.
$250,000 bonus for 2011 and eligible for annual discretionary bonuses in future years (target at least 50% of then-current base salary).
Terminates immediately in the event of death or disability, or upon employee's resignation with or without “good reason”, or Company's termination with or without “cause” (subject to notice periods applicable thereto); in the case of termination by the Company without “cause” or by employee without “good reason”, such termination shall be effective upon 30 days' prior written notice.
If employment with the Company terminates for reason other than “cause” (including by Company's written election not to renew the employment agreement) or by employee's resignation with “good reason”, such co-CEO shall receive: (1)  continued payment of his base salary and participation in benefit programs (other than bonus and incentive compensation plans) to the extent permitted under the terms of such programs or, if not permitted, as provided under applicable law, for two years, (2) his accrued and unpaid base salary through the date of termination, (3) unreimbursed business expenses, (4) benefits payable to senior executives under the Company's employee benefit plans upon a termination of employment, (5) fully earned but unpaid annual bonus in respect of any completed fiscal year which ended prior to the date of termination and (6) a pro rata portion of the actual performance bonus that would have been paid to such co-CEO (as determined by the Compensation Committee) for the fiscal year in which the termination occurs. Payment of the benefits set forth in clauses (1) and (6) above are contingent on such co-CEO executing a fully effective waiver and general release substantially in the form attached to the co-CEO's employment agreement.
Car and parking allowance of $1,250 per month (15,000 per year) and a country club allowance of $15,000 per year.
In the event that any parachute payment (within the meaning of Section 280G(b)(2) of the Code) to a co-CEO would be subject to the excise tax imposed by Section 4099 of the Code, such Co-CEO is described below. When reference is madeentitled to receive an additional payment equal to the lesser of (i) all such excise taxes (together with interest and penalties thereon) imposed on such parachute payment, plus any income taxes, interest and penalties thereon, and (ii) $500,000.
Pursuant to each co-CEO's 2011 option agreement, upon a “change in control,” death or disability, each co-CEO's outstanding 2011 stock option will become fully vested and immediately exercisable. Upon a termination by the 2005 Plan meaning is used, exceptCompany without cause, the co-CEO' resignation with good reason or the Company's notice of non-renewal, any portion of a co-CEO's outstanding 2011 stock option that would have become vested and exercisable during the six-month period following such termination (assuming no termination had occurred), will become immediately exercisable.
Non-Compete: During a co-CEO's employment period and for the 24 month period thereafter, a Co-CEO may not engage or participate in the caseany business activity that competes directly or indirectly with material business of Messrs. Sherwood, Schonfeld and Kalin, where clause (i) of the 2005 Plan “change in control” definition instead means: “the acquisition by any person of 50% or more of the outstanding common stock, other than an acquisition by the Company or any Person that controls, is controlled byof its subsidiaries, or is under common control withinfor himself or on behalf of any third party, solicit employees or customers of the Company or other than a ‘non-qualifying business combination” (as defined in the 2005 Plan).its affiliates.
Mr. Sherwood, Chief Financial Officer (effective September 17, 2008) andMs. Decker, President, (effective October 20, 2008)Sales
•
Term expires on September 17, 2010.
•Annual salaryApril 16, 2014. The Company shall provide notice of $600,000, with potential annual increases of upits desire not to 5%extend the employment agreement by no later than the 180th day prior to the stated termination. The employment agreement will remain in effect following the sole and absolute discretionexpiration of the Committee. This salary does not reflect the 15% salary reduction described above which became effective on April 6, 2009term and continues to date.
•Discretionary annual bonus of up to $400,000 for each of 2009 and 2010 (pro rated for a partial year), in the sole and absolute discretion of the Board or the Committee or their designee.
•Mr. Sherwood received a signing bonus of $15,000 in 2009 for services rendered in 2008.
•On February 12, 2010, Mr. Sherwood received an option to purchase 400,000 shares of common stock.
•Mr. Sherwood is eligible to receive additional equity compensation beginning in 2010 (see above).
•If Mr. Sherwood continues towill thereafter be employed by the Company after the term, the agreement is terminable by either party upon 30 days’60 days' written notice (the Company will provide Mr. Sherwood with 90 days’ prior written notice if it does not wish to renew or extend the agreement).
•Agreement terminates automatically in the event of death; terminable by the Company immediately upon notice of a cause event or upon ten days’ prior written notice in the event of disability; terminable by Mr. Sherwood upon prior written notice (given within 30 days after the event giving rise to the good reason if the Company fails to cure within 30 days after notice) to the Company for good reason.

24

•For purposes of Mr. Sherwood’s employment agreement, “good reason” is: (1) a material diminution in his authority or responsibilities; or (2) a material diminution in his base salary.
•If terminated by the Company for any reason other than for a cause event, or by Mr. Sherwood for good reason, Mr. Sherwood will receive (in addition to Sherwood Accrued Amounts (see next bullet point)): (x) one times his base salary, payable in equal periodic installments for one year following his termination; (y) the pro rata portion of his 2010 discretionary bonus to the extent such termination occurs in 2010; and (z) payment of his premiums by the Company for continued coverage under COBRA for twelve (12) months after his termination, or such earlier time until he ceases to be eligible for COBRA or becomes eligible for coverage under the health insurance plan of a subsequent employer.
•If terminated for a cause event (with the exception of clause (ii) which shall not apply in such instance) or due to his death or disability, or if Mr. Sherwood terminates without good reason, Mr. Sherwood is entitled solely to the following: (i) his base salary prorated to the date of termination; (ii) any annual bonus earned but not yet paid for any completed full calendar year immediately preceding the date of termination; (iii) reimbursement for any unreimbursed expenses properly incurred through date of termination; and (iv) any entitlement under employee benefit plans and programs (collectively, “Sherwood Accrued Amounts”). If Mr. Sherwood is terminated for a cause event, all equity awards will be forfeited except for exercised stock options.
•If terminated by the Company for any reason other than for a cause event or by Mr. Sherwood for good reason, each in connection with a change in control, Mr. Sherwood will receive (x) the lesser of: (i) one times his base salary or (ii) his base salary for the duration of the employment term; and (y) the pro rata portion of his 2010 discretionary bonus to the extent such termination occurs in 2010.
•
Non-compete: If Mr. Sherwood is terminated, then for the Restricted Period, Mr. Sherwood may not engage in any Restricted Activity, compete with the Company or its affiliates or solicit employees or customers of the Company or its affiliates. For Mr. Sherwood, the “Restricted Period” is a period equal to: (i) the one year period for which he receives severance after his date of termination if he is terminated for a reason other than for a cause event or he terminates his employment for good reason; or (ii) the original scheduled term of his employment (with shall not be less than 90 days after his termination) if Mr. Sherwood is terminated for a cause event (i.e.,cause, by Mr. Sherwood without good reason or by death or disability).notice.
Annual salary of $450,000.
Discretionary annual bonus of up to $150,000, pursuant to such terms set forth in her commission plan (such plan to be established by mutual agreement between Ms. Decker and the Company), provided, however, Ms. Decker may receive a greater commission if she exceeds the targets set forth therein.
Discretionary annual equity awards.
Agreement terminates automatically in the event of death; terminable by the Company immediately upon notice of a cause event or upon ten days' prior written notice in the event of disability.
If terminated for any reason (other than by the Company without Cause as described in the next bullet point), Ms. Decker is entitled to the following: (1) her base salary prorated to the date of termination; (2) reimbursement for any unreimbursed expenses properly incurred through date of termination; (3) any earned but unpaid commission and (4) any entitlement

13


under employee benefit plans and programs. If Ms. Decker is terminated for cause (with the exception of a termination due to failure to perform her duties in connection with a disability), all equity awards will be forfeited except for exercised stock options.
If terminated by the Company for any reason other than cause prior to the expiration of the term, Ms. Decker will receive the greater of (x) her base salary for the remainder of the Term and (y) her base salary for six months and continued coverage under COBRA for nine (9) months after termination, or such earlier time until she ceases to be eligible for COBRA or becomes eligible for coverage under the health insurance plan of a subsequent employer. Payment of the amounts and benefits described here are contingent on Ms. Decker executing a fully effective waiver and general release.
Upon a change in control, in accordance with the terms of the 2011 Plan and her stock option agreement, all of Ms. Decker's outstanding equity awards will become fully vested and immediately exercisable and shall remain exercisable for such period described in the 2011 Plan and her stock option agreement.
Non-compete: If Ms. Decker is terminated, then for the Restricted Period, Ms. Decker may not engage in any Restricted Activity, compete with the Company or its affiliates or solicit employees or customers of the Company or its affiliates. For Ms. Decker, the “Restricted Period” is a period equal to the remainder of the term of her employment agreement plus the greater of: (x) the period for which she receives severance after her date of termination if she is terminated for a reason other than for cause event; or (y) such additional period at the Company's option (capped at a maximum of twelve months) for which she receives severance after her date of termination, if Ms. Decker is terminated for cause, or by death or disability or Ms. Decker resigns.

Generally speaking, in the case of Ms. Decker and Messrs. Sherwood Schonfeld, Kalin and Hillman (see below), a “Restricted Activity” consists of: (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 or indirect competitor of the Company or its affiliates; (ii) soliciting client advertisers of the Company or its affiliates and dealing with accounts with respect thereto; (iii) soliciting such client advertisers to enter into any contract or arrangement with any person or organization to provide traffic, news, weather, sports or other information report gathering or broadcast services or national or regional radio network or syndicated programming; or (iv) forming or providing operational assistance to any business or a division of any business engaged in the foregoing activities.
Mr. Schonfeld,Sherwood, Chief Financial Officer (effective September 17, 2008) and President Network division (effective October 20, 2008), through November 18, 2011.
•Term expired on October 20, 2009.
•Annual salary of $500,000 (not including the 15% salary reduction).
•Discretionary annual bonus of up to $500,000 (pro rated for any partial calendar year), in the sole and absolute discretion of the Board or the Committee or their designee.
•On February 12, 2010, Mr. Schonfeld received an option to purchase 200,000 shares of common stock.
•As Mr. Schonfeld continues to be employed by the Company after the stated term, the agreement is terminable by either party upon 45 days’ written notice (either party will provide the other party with 45 days’ prior written notice if it does not wish to renew or extend the agreement).
Annual salary of $600,000 ($510,000 taking into account the 15% salary reduction described above which became effective on April 6, 2009 and did not change prior to Mr. Sherwood's termination), with potential annual increases of up to 5% in the sole and absolute discretion of the Committee. Mr. Sherwood's severance is based on his original base salary of $600,000.

25

For purposes of Mr. Sherwood's employment agreement, “good reason” was: (1) a material diminution in his authority or responsibilities; or (2) a material diminution in his base salary.

If terminated by the Company for any reason other than for a cause event, or by Mr. Sherwood for good reason, Mr. Sherwood was entitled to receive (in addition to accrued amounts) payment of his premiums by the Company for continued coverage under COBRA for twelve (12) months after his termination, or such earlier time until he ceases to be eligible for COBRA or becomes eligible for coverage under the health insurance plan of a subsequent employer.
If terminated upon or within 24 months following a change in control, all of Mr. Sherwood's outstanding equity awards would become fully vested and immediately exercisable and remain exercisable in accordance with the applicable equity plan and award agreement.
•Agreement terminates automatically in the event of death; terminable by the Company immediately upon notice of a cause event or upon ten days’ prior written notice in the event of disability; terminable by Mr. Schonfeld upon prior written notice (given within 30 days after the event giving rise to the good reason if the Company fails to cure within 30 days after notice) to the Company for good reason.
•For purposes of Mr. Schonfeld’s employment agreement, “good reason” is: (1) a material diminution in his authority or responsibilities; or (2) a material diminution in his base salary.
•If terminated by the Company for any reason other than for a cause event, or by Mr. Schonfeld for good reason, Mr. Schonfeld will receive (in addition to Schonfeld Accrued Amounts (see next bullet point)) his remaining base salary for the duration of the employment term, payable in equal periodic installments.
•If terminated for a cause event or due to his death or disability, or if Mr. Schonfeld terminates without good reason, Mr. Schonfeld is entitled solely to the following: (i) his base salary prorated to the date of termination; (ii) reimbursement for any unreimbursed expenses properly incurred through date of termination; and (iii) any entitlement under employee benefit plans and programs (collectively, “Schonfeld Accrued Amounts”). If Mr. Schonfeld is terminated for a cause event, all equity awards will be forfeited except for exercised stock options.
•
Non-compete: If Mr. Schonfeld is terminated, then for the Restricted Period, Mr. Schonfeld may not engage in any Restricted Activity, compete with the Company or its affiliates or solicit employees or customers of the Company or its affiliates. For Mr. Schonfeld, the “Restricted Period” is a period equal to: (i) the period for which he receives severance after his date of termination if he is terminated for a reason other than for a cause event or he terminates his employment for good reason; or (ii) the original scheduled term of his employment (with shall not be less than 90 days after his termination) if Mr. Schonfeld is terminated for a cause event (i.e.,cause, by Mr. Schonfeld without good reason or by death or disability).Non-compete: If Mr. Sherwood was terminated, then for the Restricted Period, Mr. Sherwood could not engage in any Restricted Activity, compete with the Company or its affiliates or solicit employees or customers of the Company or its affiliates. For Mr. Sherwood, the “Restricted Period” was a period equal to 90 days after his termination for any reason.
Effective November 18, 2011, the Company and Mr. Kalin, COO (effective July 7, 2008)Sherwood entered into a Separation Agreement pursuant to which Mr. Sherwood will continue to receive his contractual base salary ($600,000) in equal installments over one year and President,be eligible to receive continued health benefits at the Company's expense for a period of one year. Mr. Sherwood executed a fully effective waiver and general release in connection with his separation and re-affirmed the covenants in his employment agreement. Mr. Sherwood further agreed not to compete with the Company for one year and in acknowledgement of the sale of Metro Networks division (effective October 20, 2008)Traffic in April 2011, reference to “a traffic, news, sports, weather or other information report gathering or broadcast service” was deleted from the definition of Restricted Activities from which he must abstain. In accordance with the terms of his equity compensation awards, all unvested equity compensation previously awarded to Mr. Sherwood immediately vested upon his termination date.
•Term expires on July 7, 2011.
•Annual salary of $500,000 (not including the 15% salary reduction).
•Discretionary annual bonus of up to $450,000 (pro rated for any partial calendar year), in the sole and absolute discretion of the Board or the Committee or their designee.
•On February 12, 2010, Mr. Kalin received an option to purchase 200,000 shares of common stock.
•If Mr. Kalin continues to be employed by the Company after the term, the agreement is terminable by either party upon 30 days’ written notice (the Company will provide Mr. Kalin with 90 days’ prior written notice if it does not wish to renew or extend the agreement).
•Agreement terminates automatically in the event of death; terminable by the Company immediately upon notice of a cause event or upon ten days’ prior written notice in the event of disability; terminable by Mr. Kalin upon prior written notice (given within 30 days after the event giving rise to the good reason) to the Company for good reason.
•For purposes of Mr. Kalin’s employment agreement, “good reason” is: (1) a material diminution in his authority or responsibilities; or (2) a material diminution in his base salary or title.
•If terminated by the Company in connection with a change in control, Mr. Kalin will receive (in addition to Kalin Accrued Amounts (see next bullet point)) the lesser of: (i) two times his base salary or (ii) his base salary for the duration of the employment term, payable in equal periodic installments.
•If terminated for a cause event (with the exception of clause (ii) which shall not apply in such instance) or due to his death or disability, or if Mr. Kalin terminates without good reason, Mr. Kalin is entitled solely to the following: (i) his base salary prorated to the date of termination; (ii) any annual discretionary bonus earned but upaid for any completed calendar year immediately preceding the date of termination; (iii) reimbursement for any unreimbursed expenses properly incurred through date of termination; and (iv) any entitlement under employee benefit plans and programs (collectively, “Kalin Accrued Amounts”). If Mr. Kalin is terminated for a cause event, all equity awards will be forfeited except for exercised stock options.

26


•If terminated by the Company by the Company for any reason other than for a cause event in the second or third year of his employment term or by Mr. Kalin for good reason, Mr. Kalin will receive: (i) two times his base salary if terminated in the second year of his employment term or (ii) one times his base salary if terminated in the third year of his employment term.
•14


Non-compete: If Mr. Kalin is terminated, then for the Restricted Period, Mr. Kalin may not engage in any Restricted Activity, compete with the Company or its affiliates or solicit employees or customers of the Company or its affiliates. For Mr. Kalin, the “Restricted Period” is a period equal to: (i) the period for which he receives severance after his date of termination if he is terminated for a reason other than for a cause event or he terminates his employment for good reason; or (ii) the original scheduled term of his employment (with shall not be less than 90 days after his termination) if Mr. Kalin is terminated for a cause event (i.e.,cause, by Mr. Kalin without good reason or by death or disability).
Mr. Hillman, Chief Administrative Officer; EVP, Business Affairs and General Counsel, through March 9, 2012.
•Term expired on December 31, 2009.
•Annual salary of $450,000 (not including the 15% salary reduction).
•No discretionary annual bonus specified for 2009.
•On February 12, 2010, Mr. Hillman received an option to purchase 150,000 shares of common stock.
•Terminable automaticallyTerminable by Mr. Hillman upon 90 days' written notice and by the Company at any time upon Mr. Hillman’s death or loss of legal capacity.
•As Mr. Hillman continues to be employed by the Company after the stated term, the agreement is terminable by either party upon 90 days’ written notice.
•In the event of termination without cause, Mr. Hillman will receive his base salary for the remainder of the term and any earned but unpaid discretionary bonus.
•If Mr. Hillman is terminated for cause or upon death or loss of legal capacity, Mr. Hillman shall be entitled to his base salary through the date of termination and any entitlement under Company benefit plans and programs.
•
Non-compete: If Mr. Hillman is terminated, he may not engage in any Restricted Activity, compete with the Company or its affiliates or solicit employees or customers of the Company or its affiliates for a period of one year from and after the term.
Annual salary of $450,000 ($382,500 taking into account the 15% salary reduction described above which became effective on April 6, 2009 and did not change until October 2, 2011 when Mr. Hillman's base salary was increased to $425,000). Mr. Hillman's severance is based on his original base salary of $450,000.
For purposes of Mr. Hillman's employment agreement, “good reason” was: (1) a material diminution in his authority, duties and responsibilities; or (2) any requirement imposed by the Company that he relocate his office or perform his duties in a location greater than 50 miles from the metropolitan New York area.
Terminable automatically upon Mr. Hillman's death or loss of legal capacity.
In the event of termination without cause, Mr. Hillman would receive severance in an amount equal to the greater of: (x) his remaining base salary through the end of the Term (December 31, 2011) and (y) twelve (12) months base salary.
If Mr. Hillman was terminated for cause or upon death or loss of legal capacity, Mr. Hillman was entitled to his base salary through the date of termination and any entitlement under Company benefit plans and programs.
Non-compete: If Mr. Hillman was terminated, he could not engage in any Restricted Activity, compete with the Company or its affiliates or solicit employees or customers of the Company or its affiliates for a period of one year following termination of employment; provided that if he were terminated by the Company without Cause or by Mr. Hillman for good reason, his non-compete period would be equal to the period during which he receives severance.
Effective March 9, 2012, the Company and Mr. Hillman entered into a Separation Agreement pursuant to which Mr. Hillman will continue to receive his contractual base salary ($450,000) in equal installments over one year and be eligible to receive continued health benefits at the Company's expense for a period of one year. Mr. Hillman executed a fully effective waiver and general release in connection with his separation and re-affirmed the covenants in his employment agreement. Mr. Hillman further agreed not to compete with the Company for eighteen months and in acknowledgement of the sale of Metro Traffic in April 2011, the definition of Restricted Activities from which he must abstain was modified to eliminate references to traffic and weather and tailor such to the network radio business. In accordance with the terms of his equity compensation awards, all unvested equity compensation previously awarded to Mr. Hillman immediately vested upon his termination date.

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Potential Payments upon Termination or Change in Control
The Company has employment agreements with Messrs. Sherwood and Kalinits NEOs that require it to make payments upon termination or upon a change in control as described below. We have included a table setting forth the amounts of various payments for convenience. The table should be reviewed with the narrative that follows for a more complete description of such amounts.description.

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Potential Payments upon Termination or Change in Control Pursuant to Employment Agreements

(assuming a termination occurred on December 31, 2009)
NameTermination ScenarioAmount PayableEquity Compensation
       
NameBrown, Landau, Williams (1) Termination Scenario(A) For Cause; Not Good Reason Amount Payable (A)Accrued (but unpaid) salary/benefits and expense reimbursement Equity Compensation (1)—
(B) Without Cause; For Good Reason; Company Election not to renew past initial 4-year term (2)Accrued Obligations, Pro Rata Bonus, two years' base salary and continued benefits (2)6 additional months of 2011 stock option award accelerates and vests upon termination
(C) Change in Control (3)280G excise tax (3)2011 stock option award accelerates and vests upon a change in control
(D) Death/Disability (4)(5)Accrued Obligations and Pro Rata Bonus2011 stock option award accelerates and vests upon termination
Decker(A) For Cause; Death/Disability(5)Accrued (but unpaid) salary/benefits—
(B) Without CauseBase salary for the greater of remaining initial term or 6 months—
(C) Change in Control—All outstanding equity awards vest upon termination
       
Sherwood (A) For Cause; Not Good Reason;
Death/Disability
Without Cause; For Good Reason
Change in Control (2)Disability(5)		 Accrued (but unpaid)
salary/benefits (3)
$612,425 (4)
$427,397 (4)		 
—
$0
$0 (all
(B) Without Cause; For Good ReasonCOBRA for 12 months—
(C) Change in Control (6)COBRA for 12 monthsAll outstanding equity awards vest upon termination)
SchonfeldFor Cause; Not Good Reason;
Death/Disability
Without Cause; For Good Reason

Changetermination if within 24 months of a change in Control (2)		Accrued (but unpaid)
salary/benefits
Accrued (but unpaid)
salary/benefits
—
—

—
$0 (all outstanding equity awards vest upon termination)
KalinFor Cause; Not Good Reason;
Death/Disability
Without Cause; For Good Reason
Change in Control (2)		Accrued (but unpaid)
salary/benefits (3)
$1,000,000
$757,534
—
$0
$0 (all outstanding equity awards vest upon termination)control
       
Hillman 
(A) For Cause; Not Good Reason;
Death/Disability
Without Cause

Change in Control (2)Disability(5)
 Accrued (but unpaid)
salary/benefits
Accrued (but unpaid)
salary/benefits
—
(B) Without Cause; For Good ReasonBase salary for the greater of remaining term or 12 months—
(C) Change in Control (6)— 
—

—
$243 (allAll outstanding equity awards vest upon termination)
(A)All amounts are based on salary rates set forth in the employment agreements and do not give effect to salary reductions enacted in 2009 as described in this report.
(1)
The values ascribed to equity compensation awards and listed in the table above as well as in the paragraphs below relating to payments to NEOs upon different termination events are the actual value to the executive if such had been paid on the last business day of 2009, which is different than the theoretical value at grant for equity awards. Stock options only have value to an executive if the stock price of the Company’s common stock increases after the date the stock options are granted, and such value is measured by the increase in the stock price (which is the value shown in the table above). This is different from the values listed in the compensation tables above (i.e., Summary Compensation Table, Outstanding Equity Awards at 2009 Fiscal Year-End, Options Exercised and Stock Vested) which represent the grant date fair value, computed in accordance with FASB ASC 718.

28

(2)As described elsewhere in this report, pursuant to the terms of the 2005 Plan, the equity compensation of any employee (including NEOs) terminated within 24 months of a change in control will vest immediately
(1)For purposes of the co-CEOs listed above, “Accrued Obligations” means (1) accrued and unpaid base salary, (2) unreimbursed business expenses, (3) benefits payable to senior executives under the Company's employee benefit plans upon his/hera termination of employment and (4) fully earned but unpaid annual bonus in respect of any completed fiscal year which ended prior to the date of termination. In the caseevent of a Qualifying Termination the portion of the Stock Option for 1,637,125.00 shares of Common Stock (“2011 SO Award”) that would have become vested and exercisable during the six-month period after the date of the Qualifying Termination shall immediately become vested and exercisable as described in footnote 2 below. Only the co-CEOs have (and Messrs. Sherwood Schonfeld and Kalin, amounts (other than those listedHillman had) a provision allowing them to terminate for equity compensation as described above) are payable only upon if a NEO is terminated in connection with a change in control. All stock options held by NEOs are currently underwater and accordingly, have no value. Mr. Hillman, unlike Messrs. Sherwood, Schonfeld and Kalin, owns restricted stock and/or RSUs which have the value indicated above based on a per share closing stock price on NASDAQ of $4.50 ($0.0225, if not adjusted for the 200 for 1 reverse stock split that occurred on August 3, 2009) on December 31, 2009 (the last business day of 2009)“good reason”.
(3)Such includes in the case of Mr. Sherwood and Mr. Kalin only, any annual discretionary bonus earned for any completed calendar year of employment but not yet paid at the time of termination except with respect to a termination due to a cause event.
(4)Includes $12,425 associated with 12 months of COBRA coverage.
Payments upon Change(2) Such events (termination without cause, termination by employee for good reason or Company election not to renew) would constitute a “Qualifying Termination” which would entitle the employee to Accrued Obligations, his Pro Rata Bonus and two

16


years' base salary ($1,200,000). “Pro Rata Bonus” means a pro rata portion of the actual performance bonus that would have been paid to such co-CEO (as determined by the Compensation Committee in Controlgood faith) for the fiscal year in which the termination occurs (based on a 365-day calendar year).
Change in Control — Mr. Sherwood
If, in connection with(3) This assumes that only a change in control (as defined in the 2005 Plan), Mr. Sherwood had been terminated on December 31, 2009, Mr. Sherwood would have received $427,397 (his base salary for the remainder of the stated term) payable in accordance with the Company’s normal payroll practices,has occurred and any unvested portion of the equity compensation awarded to Mr. Sherwood prior thereto (i.e., stock options to purchase 3,750 shares in the aggregate; such award has been adjusted to reflect the 200 for 1 reverse stock split that occurred on August 3, 2009) would have vested immediately upon the effective date of termination.
Change in Control — Mr. Kalin
If, in connection with a change in control (as defined in the 2005 Plan), Mr. Kalin hadsuch there has been terminated on December 31, 2009, Mr. Kalin would have received $757,534 (his base salaryno requirement for the remainderco-CEO to report to a person or persons other than the board of directors of the stated term) payable in accordance with the Company’s normal payroll practices, and any unvested portionultimate parent entity of the equity compensation awarded to Mr. Kalin prior thereto (i.e., stock options to purchase 2,875 shares in the aggregate;Company. If there were such award has been adjusted to reflect the 200a requirement, such would be a termination for 1 reverse stock split that occurred on August 3, 2009) would have vested immediately upon the effective date of termination.
Change in Control — All NEOs
“good reason”. If a change in control occurred and anywere to occur, there is a potential that payments to the co-CEOs due thereunder would constitute a parachute payment within the meaning of Messrs. Sherwood, Schonfeld, Kalin and Hillman was terminatedSection 280G(b)(2) of the Code, in connection therewith within a twenty-four month period, each individual’s outstanding unvested options, restricted stock and RSUs grantedwhich case such would be subject to the excise tax imposed by Section 4099 of the Code. In that event, under the 2005 Plan (or the 1999 Plan if such grants were made in or after March 2008 in accordance with certain terms of their employment agreements, the 2005 Plan) would immediately vest. Assuming such change in control and termination occurred on December 31, 2009 (the last business day of the year), the value of the equity compensation payable to each of Messrs. Sherwood, Schonfeld, Kalin and Hillman would be: $0, $0, $0 and $243, respectively. All such values are based on a per share closing stock price on NASDAQ for the common stock of $4.50 ($0.0225, if not adjusted for the 200 for 1 reverse stock split that occurred on August 3, 2009) on December 31, 2009 (the last business day of 2009). Of the foregoing values for Messrs. Sherwood, Schonfeld, Kalin and Hillman, none is ascribed to the stock options held by such individuals as all of the options held by such NEOs are “underwater” (i.e., the exercise price of such stock options exceed the current common stock price).

29

Payments upon Disability or Death
As part of the Company’s employment agreement with its NEOs, the following terms are in effect in the event of such officer’s disability or death. In the event of death or disability, the NEOsco-CEOs would be entitled to receive an additional payment equal to the following payments:lesser of (i) all such excise taxes (together with interest and penalties thereon) imposed on such parachute payment, plus any income taxes, interest and penalties thereon, and (ii) $500,000.
•
(4)
Messrs. Sherwood, Schonfeld, Kalin and Hillman. InA termination for Death or Disability is the event of their death or disability, each of Messrs. Sherwood, Schonfeld, Kalin and Hillman (or their estatessame as a “Qualifying Termination” except in such instance, full vesting related to the case of death) are entitled to any accrued and unpaid salary and any then entitlement under employee benefit plans and stock options, subject to reduction for any disability payments made under the Company’s policies.
2011 Stock Option Award occurs.
Payments upon Termination Without Cause or For Good Reason
If any NEO were terminated without cause or terminated for good reason on December 31, 2009, as applicable on December 31, 2009, the following amounts would be payable by the Company:
•
(5)
Mr. Sherwood: $612,425 (one times his base salary plus $12,425 associated with 12 months of COBRA coverage) payable in accordance withGenerally speaking, the Company’s normal payroll practices,term “disability” means an employee's inability to perform the duties and Mr. Sherwood would be entitled to receive Company paymentfunctions of his premiumsposition for continued coverage under COBRA for 12 months after his termination. Assuming a termination without cause occurred on December 31, 2009 (the last business dayperiod of the year), the value120 consecutive days or 180 days in any 12-month period as a result of the equity compensation payable to Mr. Sherwood would be $0 (as Mr. Sherwood only owned stock options which were underwater as of December 31, 2009).
•
Mr. Kalin: $1,000,000 (his base salary for two years) payable in accordance with the Company’s normal payroll practices. Assuming a termination without cause occurred on December 31, 2009 (the last business day of the year), the value of the equity compensation payable to Mr. Kalin would be $0 as the stock options held by Mr. Kalin as of December 31, 2009 were underwater.
any mental or physical illness, disability or incapacity.
(6) In the case of Messrs. Sherwood and Hillman, a “change in control” would trigger benefits only to the extent a termination occurred within 24 months of such change in control.

DIRECTOR COMPENSATION
The following table sets forth the compensation for the Company’sCompany's directors who served during the year ended December 31, 2009.
                             
                  Change in       
                  Pension       
  Fees          Non-Equity  Value and       
  Earned or          Incentive  Nonqualified       
  Paid in  Stock  Option  Plan  Deferred  All Other    
  Cash  Awards  Awards  Compensation  Compensation  Compensation  Total 
Name ($)  ($)  ($)  ($)  Earnings  ($)  ($) 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h) 
 
Current directors:
                            
Bronstein (1) $—  $—  $—  $—  $—  $—  $— 
Gimbel (1) $—  $—  $—  $—  $—  $—  $— 
Honour (1) $—  $—  $—  $—  $—  $—  $— 
Ming $92,500  $—  $—  $—  $—  $—  $92,500 
Nold (1) $—  $—  $—  $—  $—  $—  $— 
Nunez $54,375  $—  $—  $—  $—  $—  $54,375 
Page (1) $—  $—  $—  $—  $—  $—  $— 
Pattiz (2) $—  $—  $—  $—  $—  $—  $— 
Stone (1) $—  $—  $—  $—  $—  $—  $— 
Wuensch $32,500  $—  $—  $—  $—  $—  $32,500 
Former directors: (3)
                            
Carnesale $65,625  $—  $—  $—  $—  $—  $65,625 
Dennis $84,375  $—  $—  $—  $—  $—  $84,375 
Little $76,875  $—  $—  $—  $—  $—  $76,875 
Smith $58,750  $—  $—  $—  $—  $—  $58,750 
Weingarten $—  $—  $—  $—  $—  $—  $— 
2011. Messrs. Brown, Ford, Haimovitz, Murphy, Salter and Schore became directors on October 21, 2011 when the Merger closed.
Name (a) 
Fees Earned or Paid in Cash
($)
(b)
 
Stock Awards
($)
(c)
 
Option Awards
($)
(d)
 
Non-Equity Incentive Plan Compensation
($)
 (e)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(f)
 
All Other Compensation
($)
 (g)
 
Total
($)
(h)
                      
Current directors:   
   
   
   
   
   
   
Brown (1) $—
 $—
 $—
 $—
 $—
 $—
 $—
Ford (2) $—
 $—
 $—
 $—
 $—
 $—
 $—
Gimbel (2) $—
 $—
 $—
 $—
 $—
 $—
 $—
Haimovitz $1,000
 $65,000
 $—
 $—
 $—
 $—
 $66,000
Ming $74,250
 $100,000
 $—
 $—
 $—
 $—
 $174,250
Murphy $1,000
 $65,000
 $—
 $—
 $—
 $—
 $66,000
Salter (2) $—
 $—
 $—
 $—
 $—
 $—
 $—
Schore (1) $—
 $—
 $—
 $—
 $—
 $—
 $—
Stone (2) $—
 $—
 $—
 $—
 $—
 $—
 $—
Former directors (3):            
   
      
Bestick (2) $—
 $—
 $—
 $—
 $—
 $—
 $—
Bronstein (2) $—
 $—
 $—
 $—
 $—
 $—
 $—
Honour (2) $—
 $—
 $—
 $—
 $—
 $—
 $—
Nunez $49,250
 $35,000
 $—
 $—
 $—
 $—
 $84,250
Wuensch $54,083
 $35,000
 $—
 $—
 $—
 $—
 $89,083

(1)As reflected above, as employees of Gores Radio Holdings, LLC (or its affiliate Glendon Partners), Messrs. Bronstein, Gimbel, Honour, Nold, Page and Stone do not receive equity compensation for their services as directors of the Company and since the Refinancing closed on April 23, 2009, they have also not received cash for their services. Prior to April 23, 2009, cash fees of $180,000 were paid to The Gores Group, LLC for the services of the Gores directors in 2008 and 2009. Of such amount, $75,000 was for services rendered by the Gores directors in 2009.

30

(2)  As an employee of the Company, Mr. PattizBrown does not receive compensation in addition to that specified in his employment agreement for actinghis services as a director. As Chairman and an employee of the Company, Mr. Schore also does not receive compensation for his services as a director. The table above excludes $43,000 of compensation which Mr. Schore received

17


in his capacity as Chairman of the Company.

(2)  As reflected above, as employees of Oaktree Capital Management L.P. or Gores Radio Holdings, LLC (or its affiliate Glendon Partners), Messrs. Bronstein, Ford, Gimbel, Honour, Nold, Page, Salter and Stone did not in 2011, and in the case of those continuing directors (Messrs. Ford, Gimbel, Salter and Stone) presently do not, receive cash or equity compensation for their services as directors of the Company.
(3)Messrs. Carnesale, Dennis, Little and Smith resigned from the Board on April 23, 2009 inIn connection with the closing of the Company’s Refinancing. Mr. WeingartenMerger, such directors resigned as directors on December 4, 2009 in connection with his resignation from The Gores Group, LLC.October 21, 2011.        
On April 23, 2009, several directors resigned in connection with the Company’s Refinancing, which constituted a change in control under the terms of the 2005 Plan as described in the section entitled “Terms of Vesting” above. In connection with the change in control, all of the equity awards held by the resigning directors vested on April 23, 2009, the date of the change in control. This also included all equity compensation previously awarded to, and deferred by, the directors, except that in the case of Mr. Pattiz, who deferred certain equity compensation in 2005, while such equity awards have vested in their entirety, Mr. Pattiz will not receive such awards until the date of his termination pursuant to the terms of the 2005 Plan. As a result of the foregoing, no unvested stock awards or unvested stock options is reflected in the table presented below as no unvested equity awards are held by directors (who served in 2009) as of December 31, 2009.
The table below sets forth information regarding the amount of outstanding stock optionsRSUs granted to the listedour current directors and held as of December 31, 2009. With the exception of Mr. Pattiz, no director holds2011. Only Messrs. Brown and Schore hold vested, unexercised stock options.options but such were awarded to them for their service as officers and not as directors and accordingly are not reported below. Only Messrs. Haimovitz, Ming and Murphy hold vested and unvested RSUs.
Name Stock Awards Stock Options RSUs (vested)RSUs (unvested)
PattizHaimovitz — — 2,1883,333 (1) 16,667 (1)
Ming——3,333 (1)16,667 (1)
Murphy——3,333 (1)16,667 (1)

(1)The RSUs listed above are valued at $3.25/share (the closing price of our common stock on the grant date which constitutes fair value under the terms of our 2010 Plan) and were issued on December 20, 2011. The RSUs vest as indicated below and were granted under the 2010 Plan.

General.The Committee reviews and evaluates compensation for the Company’sCompany's non-employee directors on an annual basis in consultation with its outside compensation adviser (until April 23, 2009 as described in more detail above) and the Board prior to making a recommendation to the Board. The Board then considers the recommendation of the Committee and generally approves such recommendation at the Board meeting held directly after the Company’sCompany's annual meeting of stockholders.
Fees (2009).In 2009, directors ofPre-Merger. Prior to the Company who are not officers received $5,000 per meeting attended for their services as directors and $1,875 per meeting attended for their services as committee members. Directors of the Company who served as chairs of the Audit Committee, Compensation Committee and Nominating & Governance Committee (until such was disbandedmerger that closed on April 23, 2009) received $15,000, $10,000 and $10,000, respectively, for their services as the chairs of such committees. As described above, GoresOctober 21, 2011, directors were compensated for their services as directors until April 23, 2009, when the Refinancing closed. As a result, Mr. Bronstein did not receive any cash compensation for his service as Chair of the Audit Committee. Additionally, no payments have been made to Chairpersons since April 23, 2009.
Fees (2010). In 2010, the Company moved to a retainer fee structure to compensate its directors. Effective January 1, 2010, directors will be compensated:follows: (x) $35,000 a year for their services as directors in addition to (y) $1,500 per in-person Board or committee meeting attended and (z) $1,000 per telephonic Board or committee meeting attended. Audit Committee members will receivereceived a $10,000 annual retainer and the Chair of the Audit Committee will receivereceived an additional $15,000 for services rendered. Compensation Committee members will receivereceived a $5,000 annual retainer and the Chair of the Compensation Committee will receivereceived an additional $10,000 for services rendered.

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Equity Compensation:
Annual Grant.
2009Post-Merger. Beginning with the adoptionEffective as of the 2005 Plan untilmerger, directors receive $35,000 a year for their services as Board directors. Audit Committee members receive a $10,000 annual retainer and Compensation Committee members receive a $5,000 annual retainer. In addition to the Refinancing that occurred on April 23, 2009, newly appointedaforementioned annual retainers, directors who were not officers received a mandatory grantreceive: (x) $1,500 per in-person Board or committee meeting attended and (y) $1,000 per telephonic Board or committee meeting attended, for each Board or committee meeting in excess of $150,000 in valuefour (4) per year (with the Board, Audit Committee and Compensation Committee each measured separately when assessing the four meeting threshold).
Equity Compensation. Pre-Merger. Prior to the Merger, for each year of RSUs on the date of their appointment andservice, directors of the Company who wereare not officers of the Company received a mandatory grant of $100,000 in valueannual awards of RSUs each year,valued in an amount of $35,000, typically on the date of the Company’sCompany's annual meeting of stockholders.  In 2011, prior to the Merger, each of the independent directors (Messrs. Bestick, Ming, Nunez and Wuensch) received 5,529 RSUs (based on a closing share price of $6.33/share on August 2, 2011, the date of the Company's 2011 annual meeting of stockholders and when such RSUs were awarded). The terms of the awards are governed by the terms of the 20052010 Plan. In connection withInitially, they were scheduled to vest in equal one-half increments on September 2, 2012 and August 2, 2013 but the Refinancing,awards vested in their entirety upon the Board adoptedmerger, which constituted a resolution that directors will no longer receive automatic annual grantschange of equity compensation.
2010. As partcontrol under the terms of the change to Board fees described above, which took effect2010 Plan.

Post-Merger. After the Merger, it was determined that for their services commencing in 2011, each independent director (Messrs, Haimovitz, Ming and Murphy) would receive $65,000 in value of RSUs. Accordingly, on January 1, 2010), directors will once again receive annual awardsDecember 20, 2011, each director received 20,000 RSUs (based on a closing share price of RSUS valued in an amount of $35,000.$3.25/share on such date). The terms of the awards will beare governed by the terms of the 2010 Plan. Such RSUs have not yet been grantedPlan and the timing of such awards has not yet been determined.vested as follows: one-twelfth (1/12) immediately and one-twelfth (1/12) on December 21, 2011 and each monthly anniversary thereafter through October 21, 2012.

18



Dividends; Vesting.
2009.  Recipients ofThose directors who received RSUs are entitled to receive dividend equivalents on the RSUs (subject to vesting) when and if the Company pays a cash dividend on its common stock. RSUs awardedSuch dividend equivalents are credited to outside directors, vest over a three-year periodbook entry account, and are deemed to be reinvested in equal one-third incrementscommon shares on the first, second and third anniversary ofdate the date of the grant, subject to the director’s continued service with the Company. Directors’ RSUs vest automatically, in full, upon a change in control or upon their retirement, as defined in the 2005 Plan. RSUscash dividend is paid. Dividend equivalents are payable, to outside directors in shares of common stock, only upon the common stock.
2010. RSUs awarded to outside directors will vest over a two-year period in equal one-half increments on the first and second anniversaryvesting of the date of the grant, subject to the director’s continued service with the Company. Directors’related restricted shares. Directors' RSUs will vest automatically, in full, upon a change in control or upon their retirement, as defined in the 2010 Plan. Each RSU counts as three shares under the terms of the 2010 Plan. As of December 31, 2011, the Company had 760,634 shares remaining for issuance under the 2010 Plan.

Transfer Restrictions; Voting Rights.
RSUs accrue dividend equivalents when dividends are paid, if any, on the common stock beginning on the date of grant. Until the stock vests, RSUs may not be sold, pledged, or otherwise transferred; however, once a grant of such is made, the holder is entitled to receive dividends thereon (as described above). A holder may not vote shares associated with RSUs until the shares underlying such award have been distributed (which occurs upon vesting).
Waivers of Compensation
Mr. Pattiz does
During the time in 2011 when each served as a director, Messrs. Brown and Schore did not receive any additional remuneration for his serviceserving as a director of the Company. Directors of the Company who are/were employed by Gores and/or its affiliates (e.g., Glendon Partners), more specifically Messrs. Bronstein, Gimbel, Honour, Nold and Stone (until the Merger) and Weingarten, receive(d)Gimbel and Stone (after the Merger) as well as directors employed by Oaktree (Ford and Salter), similarly did not receive cash compensation only until the time the Refinancing closed on April 23, 2009.compensation.
Compensation Committee Interlocks

Item 12.Security Ownership of Certain Beneficial Owners and Insider ParticipationManagement and Related Stockholder Matters
From January 1, 2009 to April 23, 2009, the Compensation Committee was comprised solely of independent outside directors, Messrs. Ming (Chair), Dennis and Smith. The Company had no interlocking relationships or other transactions involving any of the aforementioned Committee members that are required to be reported pursuant to applicable SEC rules. Effective April 23, 2009, the Compensation Committee was reconstituted so that such is comprised of two independent outside directors, Messrs. Ming and Nunez; two Gores designees, Messrs. Nold and Stone; and the Company’s founder and Chairman, Mr. Pattiz. With the exception of Mr. Pattiz, Board Chairman, and Mr. Stone, Vice-Chairman of the Board, none of the members of the Committee served as an officer or employee of the Company or any of its subsidiaries during the fiscal year ended December 31, 2009. There were no material transactions between the Company and any of the members of the Committee during the fiscal year ended December 31, 2009, although Mr. Pattiz and the Company negotiated and subsequently entered into an amendment to Mr. Pattiz’s employment agreement on June 15, 2009. None of the Company’s executive officers serves as a member of the Board or the Committee, or committee performing an equivalent function, of any other entity that has one or more of its executive officers serving as a member of the Board or Committee.

32


Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information

Information regarding securities available for issuance under the Company’sCompany's equity compensation plans is set forth in Item 5 (Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities) of the Company’sCompany's Annual Report on Form 10-K filed with the SEC on March 31, 201030, 2012 under the heading “Equity Compensation Plan Information”.Information.”
Beneficial Ownership of 5% Holders
Beneficial ownership which ishas been determined in accordance with Rule 13d-3 under the rules and regulations of the SEC, means the soleExchange Act. Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (such as where persons share voting power or shared powerinvestment power). In addition, shares are deemed to vote or direct the voting or to dispose or direct the disposition of the Company’s common stock. Shares of common stockbe beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage of ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of such acquisition rights. As a result, the percentage of outstanding shares of common stock issuable with respect to options held byany person as shown in the person that are exercisable within 60 days.following table does not necessarily reflect the person's actual voting power at any particular date. The percentage of common stock beneficially owned by a person assumes that the person has exercised all options the person holds that are exercisable within 60 days (through June 29, 2012), and that no other persons exercised any of their options. Except as otherwise indicated, the business address for each of the following persons is 1166 Avenue of the Americas, 10th220 W. 42nd Street, 3rd Floor, New York, New York 10036. Except as otherwise indicated in the footnotes to the table or in cases where community property laws apply, we believe that each person identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the person. Percentage
The following table sets forth information known to us regarding the beneficial ownership of our common stock as of April 30, 2012, by:
each person known by us to be the beneficial ownershipowner of more than 5% of the outstanding shares of our common stock;
each of our current executive officers and directors; and
all current executive officers and directors of the Company as a group.

19


Information in the columns of the table below is based on 20,544,47356,996,960 shares of our common stock issued and outstanding as of as of February 28, 2010 and reflects a 200 for 1 reverse stock split that occurred on August 3, 2009.March 31, 2012.
         
  Aggregate Number of Shares 
  Beneficially Owned (1) 
5% Holders Common Stock 
Name of Beneficial Owner Number  Percent 
Gores Radio Holdings, LLC (2)  15,257,506   74.3%
Name of Beneficial Owner Address 
Amount and Nature of
Beneficial
Ownership (1)
 
Percentage of
Outstanding
Common
Stock
Triton Media Group, LLC (2) 
15303 Ventura Blvd, Suite 1500
Sherman Oaks, CA 91403
 34,237,638
 60.1%
Gores Radio Holdings, LLC (3) 10877 Wilshire Boulevard, 18th Floor, Los Angeles, California 90024 17,212,977
 30.2%
 
Executive Officers: 
      
Spencer Brown (4)(5)   34,565,063
 60.7%
David Landau (4)   34,565,063
 60.7%
Kenneth Williams (4)   34,565,063
 60.7%
Hiram Lazar (4)   34,237,638
 60.1%
Eileen Decker   —
 *
Kirk Stirland   —
 *
Charles Steinhauer   —
 *
Edward Mammone   —
 *
Other Directors:    
  
B. James Ford (4)(6)   34,237,638
 60.1%
Jonathan Gimbel (7)   17,212,977
 30.2%
Jules Haimovitz   13,333
 *
H. Melvin Ming   24,866
 *
Peter Murphy   13,333
 *
Andrew Salter (4)(8)   34,237,638
 60.1%
Neal Schore (4)   34,368,608
 60.3%
Mark Stone (9)   17,212,977
 30.2%
       
All Current Directors and Executive Officers as a Group (16 persons)   52,635,392
 92.4%

*Represents less than 1% of our outstanding shares of common stock.

(1)The person in the table has sole voting and investment power with respects to all shares of stock indicated above, unless otherwise indicated. Tabular information listed above is based on information contained in the most recent Schedule 13D/13G filings and other filings made by such person with the SEC as well as other information made available to the Company.
(2)Gores Radio Holdings, LLC is managed by The Gores Group, LLC. Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P. (collectively, the “Gores Funds”) are members of Gores Radio Holdings, LLC. Each of the members of Gores Radio Holdings, LLC has the right to receive dividends from, or proceeds from, the sale of investments by Gores Radio Holdings, LLC, including the shares of common stock, in accordance with their membership interests in Gores Radio Holdings, LLC. Gores Capital Advisors II, LLC (“Gores Advisors”) is the general partner of the Gores Funds. Alec E. Gores is the manager of The Gores Group, LLC. Each of the members of Gores Advisors (including The Gores Group, LLC and its members) has the right to receive dividends from, or proceeds from, the sale of investments by the Gores Entities, including the shares of common stock, in accordance with their membership interests in Gores Advisors. Under applicable law, certain of these individuals and their respective spouses may be deemed to be beneficial owners having indirect ownership of the securities owned of record by Gores Radio Holdings, LLC by virtue of such status. Each of the foregoing entities and the partners, managers and members thereof disclaim ownership of all shares reported herein in excess of their pecuniary interests, if any.

33

Aggregate Number of Shares
Beneficially Owned (1)
Named Executive Officers and DirectorsCommon Stock
Name of Beneficial OwnerNumberPercent (1)
NAMED EXECUTIVE OFFICERS:
Roderick Sherwood (2)7,500*
David Hillman (3)1,024*
Steven Kalin2,208*
Gary Schonfeld916*
DIRECTORS AND NOMINEES:
Andrew P. Bronstein (2)—*
Jonathan I. Gimbel (2)—*
Scott Honour (2)—*
H. Melvin Ming (4)1,004*
Michael F. Nold (2)—*
Emanuel Nunez (4)1,367*
Joseph P. Page (2)—*
Norman P. Pattiz (4) (5)6,599*
Mark Stone (2)—*
Ronald W. Wuensch—*
All Current Directors and Executive Officers as a Group (14 persons)20,618*
*Represents less than 1% of the Company’s outstanding shares of common stock.
(1)The persons in the table have sole voting and investment power with respects to all shares of common stock, unless otherwise indicated. The numbers presented above do not include unvested and/or deferred RSUs which have no voting rights until shares are distributed in accordance with their terms. All dividend equivalents on vested RSUsrestricted stock units and shares of restricted stock (both vested and unvested) are included in the numbers reported above. As described elsewhere in this report,Information Statement, a holder of restricted stock only (i.e., not RSUs)RSU) is entitled to vote the restricted shares once it has been awarded such shares. Accordingly, all restricted shares that have been awarded, whether or not vested, are reported in this table of beneficial ownership, even though a holder will not receive such shares until vesting. This is not the case with RSUsrestricted stock units or stock options that are not deemed beneficially owned until 60 days prior to vesting. For purposes of the 2011 Stock Option Plan, holders of Class A Common Stock and Class B Common Stock vote together as a single class.

(2)Triton Media Group, LLC is controlled by OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund IIIA, L.P., and OCM Principal Opportunities Fund IV, L.P., each of which is a fund managed by Oaktree Capital Management, L.P. Under applicable law, certain of these individuals and their respective spouses may be deemed to be beneficial owners

20


having indirect ownership of the securities owned of record by Triton by virtue of such status. Each of the foregoing entities and the partners, managers and members thereof disclaim beneficial ownership of all shares reported herein in excess of their pecuniary interests, if any. Each of the shares owned by Triton is Class B Common Stock. Because the Class B Common Stock is not convertible to Class A Common Stock at the option of Triton, nor may it automatically convert to Class A Common Stock earlier than three years from the date of issuance, Triton disclaims beneficial ownership of any Class A Common Stock by virtue of ownership of Class B Common Stock. In addition, Triton owns 9,691.374 shares of Series A Preferred Stock of the Company.

(3)Gores is managed by The Gores Group, LLC. Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P., which we refer to collectively as the “Gores Funds,” are members of Gores. Each of the members of Gores has the right to receive dividends from, or proceeds from, the sale of investments by Gores, including the shares of common stock, in accordance with their membership interests in Gores. Gores Capital Advisors II, LLC, which we refer to as “Gores Advisors,” is the general partner of the Gores Funds and is managed by The Gores Group, LLC. Alec E. Gores is the manager of The Gores Group, LLC. Each of the members of Gores Advisors has the right to receive dividends from, or proceeds from, the sale of investments by the Gores entities, including the shares of common stock, in accordance with their membership interests in Gores Advisors. Under applicable law, certain of these individuals and their respective spouses may be deemed to be beneficial owners having indirect ownership of the securities owned of record by Gores by virtue of such status. Each of the foregoing entities and the partners, managers and members thereof disclaim beneficial ownership of all shares reported herein in excess of their pecuniary interests, if any. Each of the shares owned by Gores is Class A Common Stock.

(4)Triton Media Group, LLC is controlled by OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund IIIA, L.P. and OCM Principal Opportunities Fund IV, L.P., each of which is a fund managed by Oaktree Capital Management, L.P. By virtue of being a director and/or officer of Triton Media Group, LLC (as is the case with Messrs. Lazar and Schore who are officers of Triton) as well as having a direct or indirect ownership interest therein (as is the case with Messrs. Brown, Ford, Landau, Lazar, Salter, Schore and Williams), the reporting person could be deemed to have beneficial ownership of securities of the Issuer owned by Triton Media Group, LLC. Each of Messrs. Bronstein, Gimbel, Honour, Nold, Page, SherwoodBrown, Ford, Landau, Lazar, Salter, Schore and StoneWilliams disclaims beneficial ownership of the securities of the Company owned by Gores Radio,Triton, except to the extent of any pecuniary interest therein.

(3)(5)Mr. Brown also serves as a director of the Company.

Includes 968 vested and unexercised options granted under the 1999 Plan and 2005 Plan and 54 unvested shares of restricted stock (including dividend equivalents) granted under the 2005 Plan. Includes 2 shares of common stock held in the Company 401(k) account.
(4)(6)Represents vested RSUs granted under the 2005 Plan. Does not include deferred RSUsTriton Media Group, LLC is controlled by OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund IIIA, L.P. and OCM Principal Opportunities Fund IV, L.P., each of which have no voting rights until shares are distributed in accordance with their terms. In connection with the conversionis a fund managed by Gores on July 9, 2009Oaktree Capital Management, L.P. By virtue of 3,500 sharesbeing a Managing Director and co-Portfolio Manager (U.S.) at Oaktree Capital Management, L.P. and a director of Series A-1 Preferred Stock into 517,564 shares of common stock (as adjusted for the reverse stock split), a “change in control” wasTriton Media Group, LLC, Mr. Ford could be deemed to have occurred under the termsbeneficial ownership of securities of the Company’s 2005 Plan and in connection therewith, all previously unvested RSUs granted to Messrs. Pattiz, Ming and Nunez (42, 910 and 1,185 shares, respectively) accelerated and vested in their entirety, which amounts are included above.Issuer owned by Triton Media Group, LLC.

(7)By virtue of being a principal of The Gores Group, LLC, Mr. Gimbel may be deemed to have or share beneficial ownership of securities beneficially owned by Gores. Mr. Gimbel expressly disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. See Note 3.

(5)(8)Includes vestedTriton Media Group, LLC is controlled by OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund IIIA, L.P. and unexercised stock options for 1,242 shares granted under the 1989 Stock Incentive Plan, the 1999 PlanOCM Principal Opportunities Fund IV, L.P., each of which is a fund managed by Oaktree Capital Management, L.P. By virtue of being a Senior Vice President at Oaktree Capital Management, L.P. and the 2005 Plan. Also includes 2,250 sharesa director, Vice President and Secretary of common stock pledged byTriton Media Group, LLC, Mr. PattizSalter could be deemed to Merrill Lynch in connection with the Merrill Contract that Mr. Pattiz entered into on September 27, 2004 with Merrill Lynch. Under the Merrill Contract, in exchange for a lump-sum cash paymenthave beneficial ownership of $7.2 million, Mr. Pattiz agreed to deliver upon the earlier of September 2009 or the terminationsecurities of the Merrill Contract,Issuer owned by Triton Media Group, LLC.

(9)By virtue of being a pre-determined numbersenior managing director of sharesThe Gores Group, LLC, Mr. Stone may be deemed to have or share beneficial ownership of common stock pursuantsecurities beneficially owned by Gores. Mr. Stone expressly disclaims beneficial ownership of such securities, except to formulas set forth in the Merrill Contract. Mr. Pattiz may also settle the amount in cash. Also includes 1,500 sharesextent of common stock held indirectly by the Pattiz Family Trust.his pecuniary interest therein. See Note 3.

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Changes in Control
On April 23, 2009, the Company closed the Refinancing of the Company, which is described in more detail in the Company’s Form 8-K filed on April 27, 2009. As a result of the Refinancing, Gores now owns approximately 74.3% of the Company’s equity.
The Company is not aware of any arrangement which may at a subsequent date result in a change in control of the Company.




21


Item 13.Certain Relationships and Related Transactions, and Director Independence
Item 13.
Certain Relationships and Related Transactions, and Director Independence


Related Party Transactions
Except for
As previously discussed in this report, on October 21, 2011, we completed the transactionsmerger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of July 30, 2011, by and among Westwood, Radio Network Holdings, LLC, a Delaware corporation (since renamed Verge Media Companies LLC and known as “Merger Sub”), and Verge Media Companies, Inc. (together with Gores (includingits subsidiaries, “Verge”). As part of the Merger, Verge merged with respect toand into Merger Sub, with Merger Sub continuing as the Refinancing), Glendon Partners, CBS Radio, Gerald Greenbergsurviving company. Westwood remained the parent company and Norm Pattiz described below, the Company is not aware ofwas renamed Dial Global, Inc. on December 12, 2011.

The following sets forth any transaction entered into in 2009,2011, or any transaction currently proposed, in which a related person has, or will have, a direct or indirect material interest.
Gores
Senior Notes24/7 Formats Management Agreement and Purchase Agreement

Pursuant to a Management Agreement between Westwood One Radio Networks, Inc. and Excelsior Radio Networks, Inc. (“Excelsior”) dated as of May 23, 2006, Excelsior managed and operated eight 24/7 formats from 2006 to 2011 in exchange for quarterly license fees. Under the agreement, Verge had the option to purchase the 24/7 formats and on July 29, 2011, it entered into a Sale and Purchase Agreement with Westwood to exercise its option for $4,950,000. Upon such purchase on July 29, 2011, the Management Agreement was terminated. In 2010, Verge paid Westwood $2,530,000 in license payments. Prior to purchasing the formats, Verge paid Westwood $1,320,000 in license payments for 2011.

Transition Services Agreement with Triton Digital

On July 29, 2011, Excelsior Radio Networks, LLC (a subsidiary of the Company) entered into a transition services agreement with Triton Digital, Inc. (“Triton Digital”). Under the agreement, Verge agreed to provide Triton Digital with the use of certain premises leased by the Company and certain related services for a monthly fee of $22,000 plus related facilities expenses for a time period not to extend beyond April 2014.  Under the agreement, the support and use of the various facilities may be terminated at different times (for each facility) but any termination earlier than the stated termination date must be mutually agreed upon by the parties. In 2011, we received $110,000 in fees for the five months of services provided under such agreement.

Digital Reseller Agreement with Triton Media

On July 29, 2011, Triton Media Group, LLC (“Triton”) and Dial Communications Global Media, LLC, a wholly-owned subsidiary of the Company (“Dial Communications”), entered into a Digital Reseller Agreement with a four-year term. Under this agreement, Dial Communications provides, at its sole expense, services to Triton customarily rendered by terrestrial network radio sales representatives in the United States. Triton exclusively uses Dial Communications for the sale of over the air impressions/inventory procured by bartering with U.S. traditional terrestrial radio stations in exchange for Triton services, except that Triton is permitted to allow a broadcaster that controls a competing network to sell its inventory (bartered for Triton services and products) via its owned and operated network.

In return for these services, Triton pays Dial Communications a commission based on the gross receipts of revenue derived from the inventory, less customary advertising agency commissions actually paid by Dial Communications. In 2011 (from July 29, 2011 through December 31, 2011), Triton paid Dial Communications an aggregate of $1,780,000 under the Digital Reseller Agreement.

Spin-off of Digital Services Business to Triton Digital

On July 29, 2011, the then Board of Directors of Verge approved a spin-off of the operations of Verge's digital services business to a related entity, Triton Digital, that was owned by Triton, Verge's sole stockholder at that time. Verge spun-off the digital services business' net assets with a carrying value of $111,859,000 to Triton Digital for the year ended December 31, 2011.

Indemnification Letter

The Company, Westwood, Gores and Triton entered into the Indemnity and Contribution Agreement, dated as of July 30, 2011 and amended on October 21, 2011, whereby under certain circumstances and subject to certain limitations, Triton agreed to indemnify Westwood if Westwood suffers any losses arising from or directly related to the Digital Services business (spun off prior to the Merger), and Gores agreed to indemnify Triton if Westwood suffers any losses arising from or directly related to Westwood's sale of its Metro Traffic business which closed on April 29, 2011.

22


Pre- and Post-Merger Indebtedness

As part of the Refinancing,Merger, $30.0 million of PIK Notes were issued on October 21, 2011. As of December 31, 2011, the Company entered intototal amount of PIK Notes issued to Gores was $10,950,048 (including accrued interest from the date of issuance to year end); to certain entities affiliated with Oaktree was $17,932,765 (inclusive of accrued interest), and $1,992,529 (inclusive of accrued interest) to Black Canyon Capital LLC ("Black Canyon") who was a Securities Purchase Agreement (the “Securities Purchase Agreement”) with: (1) holdersrelated party of Verge's until the Merger.

Prior to the Merger, senior notes totaling approximately $94,585,000 were held by Verge's major stockholders: Oaktree, Black Canyon and certain members of management. We paid $15,577,000 in interest on such senior notes in 2011, which amount includes a prepayment penalty of $3,397,000 associated with our early repayment of the Company’s then outstanding Oldsenior notes when the Merger closed. More information related to our PIK Notes and senior notes can be located in Note 9 - Debt which is a part of our 10-K filed on March 30, 2012.

Ordinary Course Business with Radio Stations

Oaktree currently holds a greater than 10% equity interest in Townsquare Media LLC, Liberman Broadcasting Inc. and Peak Broadcasting LLC, each of which own radio stations and with whom we may do business from time to time. In each of 2010 and 2011, we recognized approximately $5.0 million in revenue and $2.0 million in operating income from radio stations in which Oaktree has (directly or indirectly) a financial interest. The business we conduct with these radio stations is barter-based, that were issued under the Note Purchase Agreement, dated as of December 3, 2002, as amended, among the Company and the holders of the notes issued thereunder, and (2) lenders under the Facility (such lenders, collectively with the holders of the Old Notes, the “Debt Holders”).is we provide programming to these radio stations in exchange for airtime within such programming.
Pursuant
Management Fees

Prior to the Securities Purchase Agreement, includingMerger, Verge paid Triton, its sole shareholder, fees related to consultancy and advisory services rendered to it by Triton. The fees paid in 2011 from January 1, 2011 until October 21, 2011 (the date the agreements and instruments attached as exhibits thereto,Merger closed) were $212,000 (there were no fees paid in consideration for releasing all of their respective claims under the Old Notes and the Old Credit Agreement, the Debt Holders (including Gores, our principal stockholder, with respect to debt purchased by Gores2010). This arrangement was terminated in the Cash Out, as described below) collectively received (1) $117.5 million of Senior Notes, maturing July 15, 2012, which Senior Notes represent the portion of indebtedness under the Old Credit Agreement and the Old Notes deemed to be continuing by the Securities Purchase Agreement; (2) 34,962 shares of Series B Preferred Stock; and (3) a one-time cash payment of $25.0 million. Gores purchased at a discount approximately $22.6 million principal amount of the Company’s then existing debt held by Debt Holders who did not wish to participate in the Senior Notes as set forth in the Securities Purchase Agreement (the “Cash Out”).
Gores Guarantees
In connection with the Refinancing,Merger.
Gores Guarantees
Prior to the Company also entered intoMerger (at which time the following indebtedness was repaid), Westwood and its then subsidiaries were parties to a Senior Credit Facility with Wells Fargo Foothill, LLC (now Wells Fargo Capital Finance, LLC “Wells(“Wells Fargo”) as the arranger, administrative agent and initial lender, pursuant, under which Westwood had access to which the Company obtained a $15.0$20.0 million revolving credit facility (which includes a $2.0 million letter of credit sub-facility) on a senior unsecured basis and a $20.0 million unsecured non-amortizing term loan. On the closing of the Refinancing, the Company borrowed the entire amount of the term loan and did not make any borrowings under the revolving credit facility. As of March 31, 2010, the Company had borrowed $8.0 million under the revolving credit facility. Loans under the Senior Credit Facility will mature on July 15, 2012. Gores has guaranteed all the indebtedness under thethis Senior Credit Facility. As part of theIn March 2010, amendments to the Securities Purchase Agreement and Senior Credit Facility, Gores agreed to guarantee up to a $10,000$10.0 million pay down of the 15.00% Senior Notes due 2015 (since repaid at the time of the Merger) if thean anticipated tax refund the Company anticipates receiving in the second or third quarter of 2010 iswas not received on or prior to August 16, 2010.

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Additionally, as contemplated by This tax refund was received prior to such date, the Refinancing,$10.0 million pay down did occur and accordingly this Gores is guaranteeingguarantee was terminated. In 2010, Gores also guaranteed payments due to the NFL in an amount of up to $10.0 million for the license and broadcast rights to certain NFL games and NFL-related programming. This guarantee was terminated at the conclusion of such agreement. There is no Gores guarantee provided for in the Company's current agreement with the NFL.
In 2009,2010, the Company reimbursed Gores for approximately $216 thousand$250,000 for fees incurred by them in connection with two irrevocable standby letters of credit which equal $15.0equaling $20.0 million in the aggregate in connection with Goresas part of Gores' guarantee of the $15.0$20.0 million revolving credit facility. In March
Gores Purchase of Westwood Common Stock
As part of August 2010 amendments to Westwood's credit agreements (which were terminated at the Company received an invoice for approximately $0.25 million for fees related to such irrevocable standby letters of credit for 2010 and the Company intends to reimburse Gores for such fees.
Master Mutual Release
In connection with the Refinancing, the Company and the holderstime of the Old Notes and loans under the Old Credit Agreement (includingMerger), Gores with respect to debt purchased by Gores in the Cash Out) entered into an agreement, pursuant to which the Company, its subsidiaries, the holders of the Old Notes and the lenders under the Old Credit Agreement released all of their respective claims for indemnity, reimbursement, expense and payment of the obligations in respect of the Old Notes and the Old Credit Agreement, except to the extent such obligations were continued under the Senior Notes.
Purchase Agreement
In connection with the Refinancing, Gores (1) agreed to purchase at a discount,$15.0 million of Company common stock in two installments pursuant to the terms of Purchase Agreement between it and Westwood. Gores purchased 769,231 shares of common stock for approximately $22.6$5.0 million principal amounton September 7, 2010 and 1,186,240 shares of the Company’s then existing debt held by debt holders who did not wish to participate in the Senior Notes, (2) agreed to guarantee the Senior Credit Facility and theWestwood common stock for $10.0 million contractual commitment to the NFL and (3) invested $25.0 million in the Company for 25,000 shares of Series B Preferred Stock. In connection with Gores providing the guarantees and purchasing the debt from non-participating holders, the 75,000 shares of Series A Preferred Stock held by Gores immediately prior to the Refinancing, which then had a liquidation preference of approximately $79.0 million, were exchanged for 75,000 shares of Series A-1 Preferred Stock.
Investor Rights Agreement
on February 28, 2011. The Company also entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with Gores and the other holders of the Senior Notes (the “Original Investor Stockholders”). Pursuant to the Investor Rights Agreement, as long as the Original Investor Stockholders in the aggregate hold at least 60%per share price of the common stock (including the Preferred Stock on an as-converted basis) owned by the Original Investor Stockholders on the date of the Refinancing, immediately after giving effect to the transactions contemplated by the Securities Purchase Agreement, the Board shall nominate for election as director, one nominee designatedwas determined in writing to Gores and the Company by the holders of a majority of the common stock (including Preferred Stock on an as-converted basis) held by such Original Investor Stockholders. Gores has agreed to vote in favor of any such nominee that is reasonably acceptable to Gores. In addition, as part of the Investor Rights Agreement, the Original Investor Stockholders were granted certain pre-emptive rights, tag-along rights, drag-along rights and piggyback registration rights.
Gores Registration Rights Agreement
As part of Gores’ original purchase of the Company’s stock, Gores is entitled to registration rights underaccordance with the terms of a Registration Rights Agreement (the “Registration Rights Agreement”) for the common stock owned by Gores, including shares of common stock issuable upon conversion of the Preferred Stock and/or exercise of the warrants held by Gores (collectively, the “Registrable Securities”). Under such agreement, the Company will file upon Gores’ request a resale shelf registration statement and will also provide Gores up to four (4) demand registrations. The Company is obligated to keep such shelf registration continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until the earliest of: (i) the fifth (5th) anniversary of such registration statement, (ii) when all Registrable Securities covered by such Registration Statement have been sold and (iii) the date as of which each of the holders of Registrable Securities is permitted to sell its Registrable Securities without registration pursuant to Rule 144 without volume limitations or any other restrictions.Purchase Agreement.
In connection with the Refinancing, the Company and Gores amended the Registration Rights Agreement to, among other things, make the piggyback registration rights granted to the Original Investor Stockholders under the Investor Rights Agreement consistent with those contained in the Registration Rights Agreement.

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Glendon Partners Inc.Consulting Services
For consulting services rendered in calendar years 2010 and 2011 by Glendon Partners (“Glendon”), an operating group associated with Gores, our principal stockholder, in connection with the Refinancing, the Company paid Glendon on$1.0 million in each year. Prior to the closing dateMerger, Gores was Westwood's principal stockholder and now owns approximately 31% of the Refinancing (i.e., April 23, 2009) $0.65 million.Company's common stock (taking into account the Class A and Class B common stock on a combined basis). These fees consist of payment for services rendered by various members of Glendon, including directors Andrew Bronstein and Michael Nold, who in connection withprior to the RefinancingMerger served as Company directors and provided professional services to the Company in the areas of operational improvement, tax, finance, accounting, legal and insurance/risk management. Glendon consists of experienced professionals who provide consulting services to Gores’ portfolio companies, including Westwood One. The fee for such services wasmanagement and are based on Glendon’sGlendon's hourly billing rates. From April��23, 2009 to December 31, 2009, the Company paid $0.4 million to Glendon for continued operational support. In addition, on Gores’ behalf, the Company paid the fees of Gores’ advisers (including legal counsel and financial advisers but excluding Glendon) pursuant to the terms of the Refinancing, which fees totaled approximately $2.8 million (of which approximately $0.2 million was paid in late 2008). Glendon has continued to provide these services in fiscal year 2010 and to date the Company has paid $0.6 million to Glendon in 2010 for operational support. Any payments made to Glendon for consulting services are permitted under the Company’s new credit arrangements with the holders of our Senior Notes and Wells Fargo provided such payments do not exceed $1.5 million in 2009 for services provided before or during 2009 and $1.0 million in each calendar year thereafter for services provided in such year.
CBS Radio
On March 3, 2008, the Company closed the Master Agreement with CBS Radio which documents a long-term arrangement between the parties through March 31, 2017. On that date, the Management Agreement and CBS Representation Agreement terminated and the CBS warrants were cancelled as described in more detail below. A number of CBS Radio’s radio stations are affiliated with our radio networks and we purchase several programs from CBS Radio. The Company previously considered CBS Radio to be one of its affiliate because, prior to the Refinancing, CBS Radio owned approximately 16 million shares of the Company’s common stock (not giving effect to the 200 for 1 reverse stock split that occurred on August 3, 2009), which then amounted to approximately 16% of its outstanding equity on an as-converted basis. Additionally, as described below, when the Management Agreement was in place, CBS Radio provided the services of the Company’s CEO and CFO and had two directors on the Company’s Board. When the Management Agreement was terminated, the CBS directors resigned and CBS Radio ceased providing a CEO and CFO to the Company. Although CBS Radio’s equity ownership was significantly diluted on April 23, 2009 when the Refinancing occurred, because the conversion of the Preferred Stock into common stock did not occur until August 3, 2009, the Company did not cease viewing CBS Radio as its affiliate until such date.
Until March 3, 2008, the Company had a Management Agreement and Representation Agreement with CBS Radio to operate the CBS Radio Networks until March 31, 2009. In return for receiving services under the Management Agreement, the Company paid CBS Radio an annual base fee and provided CBS Radio the opportunity to earn an incentive bonus if the Company exceeded pre-determined targeted cash flows. In 2007, 2008 and 2009, the Company paid CBS Radio a base fee of $3.4 million, $0.6 million and $0 million, respectively, however, no incentive bonus was paid to CBS Radio in such years as targeted cash flow levels were not achieved during such periods. In addition to the Management Agreement and Representation Agreement, the Company also entered into other transactions with affiliates of CBS Radio, including Viacom, in the normal course of business, including affiliation agreements with many of CBS Radio’s radio stations and agreements with CBS Radio and its affiliates for programming rights.

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During 2007, 2008 and 2009, the Company incurred expenses aggregating approximately $66.6 million, $73.0 million and $42.5 million, respectively, for the Representation Agreement, affiliation agreements and the purchase of programming rights from CBS Radio and its affiliates. The description and amounts regarding related party transactions set forth in this report also reflect transactions between the Company and Viacom. Viacom is an affiliate of CBS Radio, as National Amusements, Inc. beneficially owns a majority of the voting powers of all classes of common stock of each of CBS Corporation and Viacom. As a result of this change in ownership and the fact that CBS Radio ceased to manage the Company in March 2008, the Company no longer consider CBS Radio to be a related party effective as of August 3, 2009. In addition to the base fee and incentive compensation described above, the Company granted to CBS Radio seven fully vested and nonforfeitable warrants to purchase an aggregate of 4,500,000 shares of common stock (comprised of two warrants to purchase 1,000,000 shares of common stock per warrant and five warrants to purchase 500,000 shares of common stock per warrant; such amounts have not been adjusted to reflect the 200 for 1 reverse stock split on August 3, 2009). On March 3, 2008, all warrants issued to CBS Radio were cancelled in accordance with the terms of the CBS Master Agreement. The registration rights agreement covering the shares of common stock issuable upon exercise of the warrants was also terminated on March 3, 2008, however, the Company and CBS Radio entered into a new registration rights agreement which provides registration rights to the 80,000 shares of common stock held by CBS Radio and its affiliates.23
In addition to the foregoing, CBS Radio enters into other agreements with the Company in the ordinary course to purchase programming rights and affiliate stations with our network and traffic operations.
During 2007, when the Management Agreement was still in place, CBS Radio provided to the Company the services of a chief executive officer and a chief financial officer. Prior to the hiring of Mr. Thomas Beusse on January 8, 2008, CBS Radio employed our CEO and reimbursed the Company for costs related to our CFO who, beginning with the hiring of Mr. Andrew Zaref in 2004, was employed by us. CBS Radio reimbursed the Company for Mr. Beusse’s salary between January 8, 2008 and March 3, 2008 when the new Master Agreement closed. Pursuant to the terms of such agreement, the Company and CBS Radio agreed to share equally the severance costs associated with the termination of Peter Kosann (CEO prior to Mr. Beusse) and Andrew Zaref (CFO). For each of 2007, 2008 and 2009, based on information known to us, we believe the aggregate costs related to the services of a CEO and CFO (e.g.,salary, bonus, benefits, taxes and severance in the case of Messrs. Kosann and Zaref) that were paid by CBS Radio were approximately $1.7 million, $1.3 million and $148 thousand, respectively.
Gerald Greenberg
Gerald Greenberg, one of the Company’s directors from May 1994 to June 2008, through his company Mirage Music Entertainment, Inc. (“Mirage”) entered into a two-year consulting agreement with the Company on July 1, 2008 in connection with the Company’s active review of its audio archive, including the development of a plan to monetize such assets. Under the terms of the agreement, Mr. Greenberg, who has extensive contacts and relationships in the music industry, will serve as a consultant to the Company in connection with the aforementioned archive project, and will provide assistance to the Company in connection with negotiating exploitation rights to certain archive material. Mirage will also be compensated for any unique opportunities originated and presented by it to the Company, as further set forth in the consulting agreement. In connection with such agreement, on the effective date thereof (ie, July 1, 2008), Mr. Greenberg received a stock option to purchase 500 shares of common stock at an exercise price of $1.30 (the closing price of the common stock on July 1, 2008, which price does not give effect to the 200 for 1 reverse split that occurred on August 3, 2009). Mirage received a minimum annual retainer of $0.1 million in year one and eighty eight thousand dollars in year two (“Retainer”) and will receive a project fee equal to 10% of net profit in excess of the Retainer for projects in which Mirage undertakes an active and integral role. If the programming for which the idea, concept and talent originates solely from Mirage, it will receive 20% (not 10%) of net profit in excess of the Retainer. While the Company continues to believe there are opportunities to generate revenue related to its audio archive, given the complexity of the exploitation rights issues involved in further exploitation of the archive materials, the Company has not yet developed a plan as to how to generate revenue (monetize) its audio archive materials. Further, neither the Company nor Mirage has entered into any contracts with third parties related to the audio archive. The Company believes that any action or plan to monetize its audio archive would likely require a negotiation on rights in which Mirage would be particularly helpful.

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Norman J. Pattiz

Norm Pattiz, the Company’s founder, Chairman of the Board and a director since the Company’s founding in 1974, intends to form a production company (“NPC”), which he would wholly own and over which he would exercise operating control. NPC would only produce programming that the Company has considered and evaluated, and determined that the Company should not produce at its own cost and expense. On June 15, 2009, the Company’s Board approved Amendment No. 5 to the Company’s employment agreement with Mr. Pattiz. As part of such Amendment No. 5, the Company and Mr. Pattiz agreed that if the Company formally rejects a program that is submitted to it, Mr. Pattiz will have the right to negotiate a programming deal for himself with respect to such formally rejected content, provided that Mr. Pattiz provides the Company with a right of first refusal to distribute the programming, which right of first refusal the Company must exercise within 30 days of notice from Mr. Pattiz. In connection with this provision, the Board waived a provision of the Company’s Code of Ethics which prohibits, among other things, any of the Company’s directors or employees from being an owner, officer, partner or employee of an organization (other than Westwood One) involved in the radio, music or entertainment business.
Company Review, Approval or Ratification of Related Party Transactions

While the Company does not have a written policy outlining such, it is the Company’sCompany's practice to review all transactions with its related parties (referred to herein as “related party transactions”) as they arise. Related parties are identified by the finance, accounts payable and legal departments, who, among other things, review questionnaires submitted to the Company’sCompany's directors and officers on an annual basis, monitor Schedule 13Ds and 13Gs filed with the SEC, review employee certifications regarding code of ethics and business conduct which are updated annually, and review on a quarterly basis, related party listings generated by the legal and finance departments, which listing includes affiliates of Oaktree and Gores that Gores providessuch parties provide to the Company. Any related party transaction is reviewed by either the Office of the General Counsel or Chief Financial Officer, who examines, among other things, the approximate dollar value of the transaction and the material facts surrounding the related party’sparty's interest in, or relationship to, the related party transaction. With respect to related party transactions that involve an independent director, such parties also consider whether such transaction affects the “independence” of such director pursuant to applicable rules and regulations. Customarily, the Chief Financial Officer must approve any related party transaction, however, if after consultation, the General Counsel and Chief Financial Officer determine a related party transaction is significant, the transaction is then referred to the Board for its review and approval.

Brian Landau, son of our co-Chief Executive Officer David Landau, is an ad sales representative of the Company and received aggregate compensation, comprised of base salary and a sales commission, of $179,901 and $136,089 for the years ended December 31, 2011 and 2010, respectively. The Company doesincrease in compensation year over year was a result of his higher sales commission. Carlisle Williams, daughter of our co-Chief Executive Officer Ken Williams, is an editorial coordinator in digital (she was initially hired as a sales assistant) and received aggregate compensation of $42,179 and $12,744 for the years ended December 31, 2011 and 2010, respectively. Carlisle was hired on September 7, 2010 which is why there is a discrepancy in pay between 2010 and 2011. Finally, Kirby Stirland, daughter of our President of Programming Kirk Stirland, is a writer/producer and received aggregate compensation, including salary and bonus, of $38,000 for the year ended December 31, 2011 (she was hired on January 31, 2011). In each instance, the parent of each individual hired was not anticipate that consulting services provided in the ordinary course by Glendon will be reviewed by the Board on a prospective basis; however, the debt agreements described above which permit payments to Glendon were part of the Refinancing documents approvedapproval/hiring process which is ultimately overseen by both the Independent CommitteeHiram Lazar, CFO. Eileen Decker, President of the Board, comprised onlySales, hired Brian Landau; Suzanne Shultz, VP of non-Gores directors,Digital, hired Carlisle Williams for her current position (Eileen Decker initially hired Ms. Williams as a sales assistant) and the entire Board.Chris Corcoran, EVP Programming, hired Kirby Stirland.
While the foregoing procedures are not in writing, the Company did have written procedures regarding transactions with its manager, CBS Radio, in the Management Agreement between the Company

Item 14. Principal Accountant Fees and CBS Radio (the “Management Agreement”), which terminated on March 3, 2008. Under the terms of the Management Agreement, all transactions (other than the Management Agreement and Representation Agreement (as described below), which agreements were ratified by the Company’s stockholders) between the Company and CBS Radio or its affiliates had to be on a basis that is at least as favorable to the Company as if the transaction were entered into with an independent third party. In addition, subject to specified exceptions, all agreements between the Company and CBS Radio or any of its affiliates had to be approved by the Board. Such exceptions included, among others, new or special programming agreements not requiring compensation; the renewal of existing agreements on the same or better terms or affiliation agreements involving compensation terms consistent with those of non-affiliates of CBS Radio involving annual payments of less than $500,000.

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Services
Item 14.
Principal Accountant Fees and Services
Fees to Independent Registered Public Accounting Firm
The following table presents fees billed for fiscal years 20092011 and 20082010 for professional services rendered by PricewaterhouseCoopers LLP for the audit of the Company’sCompany's financial statements for such fiscal years 2009 and 2008 as well as fees billed for audit-related services, tax services and all other services rendered by PricewaterhouseCoopers LLP for 20092011 and 2008.
         
(in thousands) 2009  2008 
(1) Audit Fees $2,292(1) $1,761 
(2) Audit-Related Fees  —   100 
(3) Tax Fees  20   — 
(4) All Other Fees  —   — 
2010. Effective November 23, 2011, the Company dismissed PricewaterhouseCoopers LLP and appointed Ernst & Young LLP as the Company's new independent registered public accounting firm, including for the audit of the Company's financial statements for the 2011 fiscal year. Both decisions were approved by the Audit Committee.
(in thousands)2011 2010
(1) Audit Fees$1,122 (1) $1,425
(2) Audit-Related Fees661 232
(3) Tax Fees— 75
(4) All Other Fees— 10
(1)Such includes $557 ofThe above does not include approximately $750 in audit fees related to professionalfor services rendered by PWCPricewaterhouseCoopers LLP who was not the principal accountant for the audit in connection with the Registration Statement on Form S-1 filed by the Company with the SEC in 2009.2011.

All audit-related services were approved by the Audit Committee, which concluded that the provision of such services by PricewaterhouseCoopers LLP and Ernst & Young LLP, respectively, did not impair that firm’sfirm's independence in the conduct of the audit.
Audit Committee Pre-Approval Policies and Procedures
All services provided to the Company by PricewaterhouseCoopers LLP in 20092010 and 2011 (until its dismissal on November

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23, 2011) and by Ernst & Young LLP for the remainder of 2011 were pre-approved by the Audit Committee. Under the Company’sCompany's pre-approval policies and procedures, the Chair of the Audit Committee iswas authorized to pre-approve the engagement of PricewaterhouseCoopers LLP and was authorized to pre-approve the engagement of Ernst & Young LLP to provide certain specified audit and non-audit services, and the engagement of any accounting firm to provide certain specified audit services.

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PART IV


Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report on Form 10-K

1, 2. Financial statements and schedules to be filed hereunder are indexed on page F-1 hereof.
3.3 Exhibits
   
EXHIBIT  
NUMBER (A) DESCRIPTION
   
31.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
31.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
+ Filed Herewith. 
+Filed herewith.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.authorized on April 30, 2012.
DIAL GLOBAL, INC.
(Registrant)
     
By:  WESTWOOD ONE, INC.
Date: April 30, 2010 /S/ SPENCER L. BROWNBy:  /S/ RODERICKHIRAM M. SHERWOOD III  LAZARBy:  /S/ EDWARD A. MAMMONE
 Roderick M. Sherwood III Spencer L. Brown Hiram M. LazarEdward A. Mammone
 Co-Chief Executive Officer (Principal Executive Officer)Chief Financial Officer
Senior Vice President, Finance and Chief FinancialAccounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/S/ RODERICK M. SHERWOOD III
Roderick M. Sherwood III
President and Chief Financial Officer
(Principal Executive Officer)		April 30, 2010
/S/ NORMAN J. PATTIZ
Norman J. Pattiz
NEAL A. SCHORE		 Chairman of the Board of Directors April 30, 20102012
Neal A. Schore

    
/S/ MARK STONE
Mark Stone
Vice-Chairman of the Board of DirectorsApril 30, 2010
     
/S/ ANDREW P. BRONSTEINSPENCER L. BROWNCo-Chief Executive Officer (Principal Executive Officer); DirectorApril 30, 2012
Spencer L. Brown
/S/ B. JAMES FORD Director April 30, 20102012
Andrew P. Bronstein
B. James Ford		    
     
/S/ JONATHAN I. GIMBEL Director April 30, 20102012
Jonathan I. Gimbel
    
     
/S/ SCOTT M. HONOURJULES HAIMOVITZ Director April 30, 20102012
Scott M. HonourJules Haimovitz
    
     
/S/ H MELVIN MING Director April 30, 20102012
H. Melvin Ming
    
     
/S/ MICHAEL F. NOLDPETER E. MURPHY Director April 30, 20102012
Peter E. Murphy
/S/ ANDREW SALTERDirectorApril 30, 2012
Andrew Salter
Michael F. Nold
    
     
/S/ EMANUEL NUNEZMARK R. STONE Director April 30, 20102012
Emanuel Nunez
/S/ JOSEPH P. PAGEDirectorApril 30, 2010
Joseph P. Page
/S/ RONALD W. WUENSCHDirectorApril 30, 2010
Ronald W. WuenschMark R. Stone
    
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report or proxy material has been sent to security holders as of the date of this report.

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