EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Agreement ("Agreement") is entered into by and between Andrew Zaref
("Employee") and Westwood One, Inc., a Delaware corporation (the "Company").
WITNESSETH:
WHEREAS, the Company desires to engage the services of Employee and the
Employee wishes to serve as the Chief Financial Officer of the Company on
the terms and conditions herein contained; and
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment. The Company hereby employs Employee, and Employee accepts
such employment, and agrees to devote Employee's full time and efforts to the
interests of the Company upon the terms and conditions hereinafter set
forth.
2. Term of Employment. Subject to the provisions for termination
hereinafter provided, Employee's term of employment by the Company shall
commence no later than January 1, 2004 (the "Effective Date") and unless
terminated by the Company or Employee pursuant to this Agreement shall continue
in effect until December 31, 2006 (the "Term"). Employee shall be based in
Company's New York City office.
3. Services to be Rendered by Employee.
(a) During the Employment Period, Employee shall serve as the Chief
Financial Officer of the Company. Subject to the direction of the Chief
Executive Officer, Employee shall perform such duties as from time to time may
be delegated to Employee. Employee shall devote all of Employee's professional
time, energy and ability to the proper and efficient conduct of the Company's
business. Employee shall observe and comply with all reasonable lawful
directions and instructions by and on the part of the Chief Executive Officer
and endeavor to promote the interests of the Company and not at any time do
anything within the control of the Employee which may cause or tend to be likely
to cause any loss or damage to the Company in business, reputation or otherwise.
(b) The Company may, in its sole discretion, restrict, expand, change or
otherwise alter the Employee's duties, title or responsibilities. Any change
shall be binding on Employee for all purposes of this Agreement.
(c) Employee acknowledges that Employee will comply with his duties under
applicable laws and therein have and owe fiduciary duties to the Company and its
shareholders including, without limitation, the duties of care, confidentiality
and loyalty.
(d) Employee acknowledges that Employee has received a copy of the
Company's Sexual Harassment Policies and Procedures, Code of Ethics and
Conflicts of Interest Policy, and understands and has acknowledged such
policies.
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4. Compensation.
(a) Base Salary. For the services to be rendered by Employee during
Employee's employment by the Company, the Company shall pay Employee, and
Employee agrees to accept, an annual base salary (the "Base Salary") of $350,000
for the period January 1, 2004 through December 31, 2004 (Year One), $375,000
for the period January 1, 2005 through December 31, 2005 (Year Two) and $400,000
for the period January 1, 2006 to December 31, 2006 (Year Three).
(b) Discretionary Bonus. Employee shall be eligible for a discretionary
bonus target of $150,000 for Year One, $175,000 for Year Two and $200,000 for
Year Three in the sole and absolute discretion of the Chief Executive Officer,
Board of Directors or its Compensation Committee. For Year One only, Employee
shall receive no less than $100,000 in bonus provided that the Company meets its
annual financial objectives and targets for the 2004 calendar year. Any bonus
awarded will be payable in accordance with the Company's normal payroll
practices payable in February of the subsequent year. Employee shall not be
eligible for any bonus for a calendar year, pro-rated or otherwise, if the
Employee is not an Employee of the Company: (i) at the end of the applicable
contract year; (ii) if Employee has breached this Agreement.
(c) Stock Options. At the next meeting of the Compensation Committee of the
Board of Directors, you shall be awarded a grant of fifty thousand (50,000)
options to purchase Company's Common Stock, under the Company's Stock Option
Plan, with an exercise price equal to the closing price of a share of the Common
Stock on the grant date.
In addition, during your employment under this Agreement, at the discretion
of the Board of Directors or a Committee of the Board you shall be eligible to
receive 50,000 stock options per annum subject to the Company's Stock Option
Plan. The grant dates shall be consistent with the Company's annual Employee
grant date.
(d) Paydates; Customary Employee Deductions. Employee's Base Salary shall
be payable semi-monthly in arrears on the fifteenth day and on the last day of
each calendar month or such other date in conformity with the Company's payroll
policies in effect from time to time. For any and all compensation or bonus paid
by the Company to Employee if any, pursuant to this Section 4, the Company shall
be entitled to deduct income tax withholdings, social security and other
customary employee deductions in conformity with the Company's payroll policies
in effect from time to time.
5. Expenses. Subject to compliance by Employee with such policies regarding
expenses and expense reimbursement as may be adopted from time to time by the
Company, the Company shall reimburse Employee, or cause Employee to be
reimbursed, in cash for all reasonable expenses including for purposes of
clarity, reasonable costs associated with professional organizations, training,
etc. accompanied by receipts. The Company currently maintains trade
relationships for restaurants, hotels, automobile rentals, courier services,
promotional items, etc. which may be used from time to time to cover ordinary
and necessary expenses of Employee.
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6. Benefits.
(a) Company Plans; Insurance. During the Employment Period, Employee shall
be entitled to participate in all benefit plans, programs, group insurance
policies, vacation sick leave and other benefits that may from time to time be
established by the Company for its employees, provided that Employee is eligible
under the respective provisions
thereof.
(b) Vacation. Employee shall be entitled each year to a vacation in
accordance with the prevailing practice of the Company in regard to vacations
for its employees.
7. Termination of Employment.
(a). Termination for Cause. During the Employment Period, the Company shall
have the right to terminate the employment of Employee hereunder immediately by
giving notice thereof to Employee in the event of any of the following:
(i) if Employee has (a) willfully failed, refused or habitually has
neglected to carry out or to perform the reasonable duties required of
Employee hereunder or otherwise breached any provision of this
Agreement (other than Sections 8, 9 and 12 hereof, which are governed
by Section 7(a)(iv) hereof); (b) willfully breached any statutory or
common law duty; or (c) breached Section 3(c) or 3(d) of this
Agreement.
(ii) if Employee commits a felony or a crime involving moral turpitude
or if the Company, acting in good faith and upon reasonable grounds,
determines that Employee has willfully engaged in conduct which would
injure the reputation of the Company or otherwise adversely affect its
interest if Employee were retained as an employee of the Company;
(iii) if Employee breaches any of the provisions of Section 8, 9 or 12
hereof or breaches any of the terms or obligations of any other
noncompetition and/or confidentiality agreements entered into between
Employee and the Company, or the Company's Related Entities (as
defined in Section 20 hereof), if any; or
(iv) if Employee steals or embezzles assets of the Company,
(v) in the event of any termination of employment pursuant to this
Section 7A, Employee shall be entitled to receive (i) the Base Salary
herein provided prorated to the date of such termination, (ii)
Employee's present entitlement, if any, under the Company's employee
benefit plans, stock options to the date of termination and (iii) no
other compensation,
(vi) if Employee is terminated for any reason other than those
contained in 7(a)(i) to 7(a)(v), then employee shall be entitled to
receive all remaining base compensation as described in Section 4(a),
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from the effective termination date to the end of the term and the
bonus compensation described in Section 4(b) from the effective
termination date to the end of the term, paid in accordance with the
Company's then current payroll practices, however, once Employee
secures future employment or engages in any entrepreneurial or
consulting activity, the bonus compensation payments will be forfeited
in their entirety.
B. Good Reason Termination. You may terminate your employment under this
Agreement for Good Reason at any time during the term by written notice to the
Company no more than 30 days after the occurrence of the event constituting Good
Reason. Such notice shall state an effective date no earlier than 30 business
days after the date it is given; provided that the Company may set an effective
date for your notice at any time after receipt of your notice. The Company shall
have 10 business days from giving of such notice within which to cure and, in
the event of such cure, your notice shall be of no further force
or effect. Good Reason shall mean without your consent:
(i) the material breach by the Company of its material obligations under
this Agreement.
(ii) a change in your principal work location more then 50 miles from your
principal work location.
(iii)the withdrawal of material portion of your duties described in
paragraph 3, or a Change in Control (as defined in section 13 of this
Agreement).
(iv) in the event that your employment terminates under Paragraph 7(B), you
shall thereafter receive, less applicable withholding taxes,:
(a) your salary, as described in Section 4(a), as is in effect
on the date on which your employment terminates, until the
end of the term, paid in accordance with the Company's then
effective payroll practices;
(b) bonus compensation, as described in Section 4(b), for the
remaining term, payable in accordance with the Company's
then current payroll practices, however, once Employee
secures future employment or engages in any entrepreneurial
or consulting activity, the bonus compensation payments will
be forfeited in their entirety.
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(c) medical and dental insurance coverage provided by COBRA at
no cost to you (except as herein after described) pursuant
to benefit plans determined by the Company until the end of
the term or if earlier, the date on which you become
eligible for medical and dental coverage from a third party
provided that, during the period that the Company provides
you with this coverage, an amount equal to the applicable
COBRA premiums (or such other amounts as may be required by
law) will be included in your income for tax purposes to the
extent required by law and the Company may withhold taxes
from your compensation for this purpose; and provided
further, that you may elect to continue your medical and
dental insurance coverage under COBRA at your own expense
for the balance, if any, of the period required by law;
(d) with respect to any stock options granted to you by the
Company, all outstanding stock options that have previously
vested and become exercisable by the date of such
termination shall remain exercisable for three (3) months
after such date, or if earlier, until their expiration date
C. Employee's employment with the Company shall automatically terminate
(without notice to Employee's estate) upon the death or loss of legal capacity
of Employee.
D. Non-Renewal Notice/Payments.
(i) if (x) Company notifies you that it has elected not to extend or renew
this Agreement (such notice is referred to as a "Non-Renewal Notice") less than
three (3) months before the end of the Term and terminates your employment
without cause within three (3) months after the Term; or (y) your employment
terminates under Paragraph 7(B) or (C) less than three (3) months before the end
of the Term, you shall continue to receive your then current salary for the
balance of the three (3) months from the date on which Non-Renewal Notice is
given or your employment terminates, whichever is earlier
(ii) if the Company does not give you a Non-Renewal Notice by the end of
the Term and you remain employed through that date but have not entered into a
new contractual relationship with the Company, and the Company terminates your
employment without cause within three (3) months after the end of the Term, you
shall continue to receive your then current salary for the balance, if any, of
the three (3) months after expiration of the Term.
8. No Conflict of Interest; Proper Conduct; Restricted Activities.
(a) The Company and Employee acknowledge and agree that the Company has
divulged and expects to divulge to Employee certain confidential information and
trade secrets relating to the Company's business, provide information relating
to the Company's customer base and otherwise provide Employee with the ability
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to injure the Company's goodwill unless certain reasonable restrictions are
imposed upon Employee which are contained in this Section. Employee agrees that
such restrictions are reasonable and necessary to protect the goodwill,
confidential information and other legitimate business interests of the Company
and such restrictions are entered into freely by Employee. Employee acknowledges
that the Company's business and Employee's responsibilities are nationwide. The
confidential information and trade secrets expected to be divulged to Employee
shall include information and trade secrets regarding the Company's business and
operations nationwide.
(b) While employed by the Company, Employee will not compete with the
Company, directly or indirectly, either for Employee or as a member of any
association, partnership, joint venture, limited liability partnership or
limited liability company or other entity, or as a stockholder (except as a
stockholder of less than one percent (1%) of the issued and outstanding stock of
a publicly-held corporation whose gross assets exceed $100,000,000), investor,
officer or director of a corporation, or as an employee, agent, trustee,
associate or consultant of any person, association, trust, partnership, joint
venture, registered limited liability partnership or limited liability company,
corporation or other entity, in any business in competition with that carried on
by the Company or its Related Entities. Employee shall not, without the
Company's prior written consent, engage in any activity during Employee's
employment that would conflict with, interfere with, impede or hamper the
performance of Employee's duties for the Company or would otherwise be
prejudicial to the Company's business interests. Employee shall not commit any
act or become involved in any situation or occurrence that, in the Company's
reasonable judgment, could tend to bring Employee or the Company into public
disrepute, contempt, scandal or ridicule, could provoke, insult or offend the
community or any group or class thereof, or could reflect unfavorably upon the
Company or any of its Sponsors or Affiliates. Employee shall comply with all
applicable laws and regulations governing the Company and its business,
including without limitation, regulations promulgated by the Federal
Communications Commission or any other regulatory agency.
(c) Employee further agrees that, for a period of three (3) months from and
after Employee's last day of employment under this Agreement (the "Restricted
Period"), regardless of cause, Employee will not engage in or carry on, directly
or indirectly, either for Employee or as a member of an association, trust,
partnership, joint venture, limited liability partnership or limited liability
company or other entity, or as a stockholder (other than as a stockholder of
less than one percent (1%) of the issued and outstanding stock of a
publicly-held corporation, whose gross assets exceed $100,000,000), or as an
investor, officer or director of a corporation, or as an employee, agent,
trustee, associate or consultant of any person, association, trust, partnership,
corporation, joint venture, registered limited liability partnership or limited
liability company, or other entity, any Restricted Activity. Restricted
Activities shall consist 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 Westwood or its
Related Entities; or (ii) forming or providing operational assistance to any
business or a division of any business engaged in the foregoing activities. It
is understood however, that Employee will continue to have the rights to vest
and exercise his options during this Restricted Period.
(d) Employee further covenants and agrees that during the Restricted
Period, Employee will not either individually, or on behalf of any other person,
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association, trust, partnership, joint venture, limited liability partnership or
limited company or other entity as an owner, member, partner, agent, trustee,
shareholder, joint venturer or otherwise, directly or indirectly, solicit any
customer and/or Sponsor of the Company or its Related Entities in competition
with the Company.
(e) Employee further agrees that during the Restricted Period, Employee
will neither employ nor offer to employ nor solicit employment of any employee
or consultant of the Company or its Related Entities.
(f) Employee further agrees not to solicit, divert or attempt to divert any
business, patronage or customer of the Company or its Related Entities to
Employee or a competitor or rival of the Company or its Related Entities during
the Restricted Period.
(g) Employee agrees that the limitations set forth herein on Employee's
rights are reasonable and necessary for the protection of the Company and its
Related Entities. In this regard, Employee specifically agrees that the
limitations as to period of time and geographic area, as well as all other
restrictions on Employee's activities specified herein, are reasonable and
necessary for the protection of the Company and its Related Entities.
(h) Employee agrees that the remedy at law for any breach by Employee of
this Section 8 will be inadequate and that the Company shall be entitled to
injunctive relief (without bond or other undertaking).
Employee and Company agree that to the extent a court of competent
jurisdiction or appropriate arbitral tribunal finds any of the foregoing
covenants to be overly broad based on applicable law, then the parties agree
that the court shall reform the covenants to the extent necessary to cause such
covenants to be reasonable and enforce such covenants as reformed against
Employee.
(j) Employee agrees that during the Term and for the Restricted Period, you
shall not, in any communication with the press or other media or any customer,
client, supplier or Westwood One, criticize, ridicule, or make any statement
which disparages or derogatory of the Company or any of its affiliates or any of
their respective Directors of Senior Officers.
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9. Confidential Information and the Results of Services. Employee
acknowledges that the Company has established a valuable and extensive trade in
the services it provides, which has been developed at considerable expense to
the Company. Employee agrees that, by virtue of the special knowledge that
Employee has received or will receive from the Company, and the relationship of
trust and confidence between Employee and the Company, Employee has or will have
certain information and knowledge of the operations of the Company that are
confidential and proprietary in nature, including, without limitation,
information about Affiliates and Sponsors. Employee agrees that during the term
hereof and at any time thereafter Employee will not make use of or disclose,
without the prior consent of the Company, Confidential Information (as
hereinafter defined) relating to the Company and any of its Related Entities
(including, without limitation, its Sponsor lists, its Affiliates, its technical
systems, its contracts, its methods of operation, its business plans and
opportunities, its strategic plans and its trade secrets), and further, that
Employee will return to the Company all written materials in Employee's
possession embodying such Confidential Information. For purposes of this
Agreement, "Confidential Information" means information obtained by Employee
during Employee's employment relationship with the Company which concerns the
affairs of the Company or its Related Entities and which the Company has
requested be held in confidence or could reasonably be expected to desire to be
held in confidence, or the disclosure of which would likely be embarrassing,
detrimental or disadvantageous to the Company or its Related Entities.
Confidential Information shall also include the terms of this Agreement (except
with respect to Employee's legal and tax advisors, and immediate family).
Confidential Information, however, shall not include information, which Employee
can show by written document to be:
(a) Information that is at the time of receipt by Employee in the public
domain or is otherwise generally known in the industry or subsequently enters
the public domain or becomes generally known in the industry through no fault of
Employee;
(b) Information that at any time is received in good faith by Employee from
a third party which was lawfully in possession of the same and had the right to
disclose the same.
The parties hereto agree that the remedy at law for any breach of Employee's
obligations under this Section 9 of this Agreement would be inadequate and that
any enforcing party shall be entitled to injunctive or other equitable relief
(without bond or undertaking) in any proceeding which may be brought to enforce
any provisions of this Section.
10. Advertising and Publicity. Employee hereby grants the Company the
royalty-free right to use and license others to use Employee's name, nickname,
recorded voice, biographical material, portraits, pictures, and likenesses for
advertising purposes and purposes of trade, promotion and publicity in
connection with the institutions, services and products for the Company, its
Related Entities, Sponsors and Affiliates, such uses to be at such times, in
such manner and through such media as the Company may in its sole discretion
determine. Such right shall last for so long as Employee is employed by the
Company and, in connection with the use or exploitation of any material in which
Employee has been involved during Employee's employment, perpetually thereafter.
Employee shall not authorize or release any advertising or promotional matter or
publicity in any form with reference to Employee's services hereunder, or to the
Company's or its Related Entities' programs, Sponsors or Affiliates, without the
Company's prior written consent.
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11. Work for Hire. Employee agrees that any ideas, concepts, techniques, or
computer programs relating to the business or operations of the Company and its
Related Entities which are developed by Employee during Employee's employment
hereunder, including each program and announcement prepared for broadcast, and
the titles, content, format, idea, theme, script, characteristics, and other
attributes thereof, shall be deemed to have been made within the scope of
Employee's employment and therefore constitute works for hire and shall
automatically upon their creation become the exclusive property of the Company.
To the extent such items are not works for hire under applicable law, Employee
assigns them and any and all intangible proprietary rights relating thereto to
the Company in their entirety and agrees to execute any and all documents
necessary or desired by the Company to reflect the Company's ownership thereof.
12. Communications Act of 1934. Employee represents and warrants that
neither Employee nor, to the best of Employee's knowledge, information and
belief, any other person, has accepted or agreed to accept, or has paid or
provided or agreed to pay or provide, any money, service or any other valuable
consideration, as defined in Section 507 of the Communications Act of 1934, as
amended, for the broadcast of any matter contained in programs. Employee further
represents and warrants that, during Employee's employment, Employee shall
comply with all legal requirements.
13. Merger or Reorganization. The event of any merger, consolidation,
dissolution or reorganization of the Company (including but not limited to any
reorganization where the Company is not the surviving or resulting entity), or
any transfer of all or substantially all of the assets of the Company to an
entity other than Viacom, Inc. or any of its subsidiaries or affiliates, shall
be considered a Change in Control (herein referred to as "Change in Control").
To clarify any merger, consolidation, dissolution or reorganization with Viacom,
Inc. or any of its subsidiaries or affiliates would not be deemed a Change in
Control. The provisions of this Agreement shall inure to the benefit of and
shall be binding upon the surviving or resulting partnership or the corporation
(or other entity) or person(s) to which such assets shall be transferred.
14. Remedies. Except as it may elect otherwise, the Company shall have all
rights, powers or remedies provided by law or equity for breach of this
Agreement available to it, it being understood and agreed that no one of them
shall be considered as exclusive of the others or as exclusive of any other
rights, powers and remedies allowed by law. The exercise or partial exercise of
any right, power or remedy shall neither constitute the election thereof nor the
waiver of any other right, power or remedy. Without limiting the generality of
the foregoing, Employee agrees that, in addition to all other rights and
remedies available at law or in equity, the Company shall be entitled to
enforcement of this Agreement in accordance with the principles of equity
(without bond or undertaking), the remedy at law being hereby agreed and
acknowledged by Employee to be inadequate.
15. Waiver of Breach of Agreement. If either party waives a breach of this
Agreement by the other party, that waiver will not operate or be construed as a
waiver of any subsequent breaches.
16. Assignment. The rights of the Company hereunder may, without the
consent of Employee, be assigned by the Company to any Related Entity or
successor of the Company or any entity which acquires all or substantially all
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of the Company's assets. Except as provided in the preceding sentence or in
Section 13 hereof, the Company may not assign all or any of its rights, duties
or obligations hereunder without the prior written consent of Employee. This
Agreement is not assignable by Employee. Any attempt by Employee to assign this
Agreement, or any portion thereof, shall be deemed null and void and of no force
and effect.
17. Notices. All notices, requests, demands and other communications
permitted or required hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered or if deposited in the United States
mail, first class, postage prepaid, registered or certified, addressed as
follows:
(a) If to Employee, addressed to Employee at the address set forth below
Employee's name on the execution page
hereof.
(b) If to the Company, addressed to:
Westwood One, Inc.
40 West 57th Street, 15th Floor
New York, New York 10019
Attention: Chief Executive Officer
With a copy to the General Counsel
or to such other address as either party hereto may request by written notice as
herein provided.
18. Severability. Any provision hereof prohibited by or unenforceable under
any applicable law of any jurisdiction shall as to such jurisdiction be deemed
ineffective and deleted herefrom without affecting any other provision of this
Agreement. It is the desire of the parties hereto that this Agreement be
enforced to the maximum extent permitted by law, and should any provision
contained herein be held unenforceable, the parties hereby agree and consent
that such provision shall be reformed to make it a valid and
enforceable provision to the maximum extent permitted by law.
19. Title and Headings; Exhibits. Titles and headings to Sections hereof
are for the purpose of reference only and shall in no way limit, define or
otherwise affect the provisions hereof. Any and all exhibits referred to herein
are, by such reference, incorporated herein and made a part hereof.
20. Certain Definitions. As used in this Agreement, the following
capitalized terms shall have the meanings indicated:
(a) Affiliates. Any organization, entity or person with whom the Company or
any of the Company's Related Entities has or had a contract or other arrangement
to provide traffic, news, weather, sports, entertainment or other information or
national or regional radio network or syndicated programming, whether by
broadcast, computer or any other means.
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(b) Change in Control. The event of any merger, consolidation, dissolution
or reorganization of the Company (including but not limited to any
reorganization where the Company is not the surviving or resulting entity), or
any transfer of all or substantially all of the assets of the Company to an
entity other than Viacom, Inc. or any of its subsidiaries or affiliates, shall
be considered a Change in Control.
(c) Sponsor(s). Any and all client advertisers of the Company or its
Related Entities including without limitation advertisers whose commercial
material is to be, is or was incorporated in any one or more of the Company's
programs or announcements, live or recorded, broadcast over the facilities of
the Company, by the Company, or pursuant to an arrangement with a Affiliate.
(d) Related Entity or Related Entities. Any entity (or entities) that
directly or indirectly controls, is controlled by, or is under common control
with the Company (or its successor or assign), including but not limited to
Westwood One Radio Networks, Inc., Westwood One Radio, Inc., Metro Networks
Communications, Inc. and Metro Networks Communications, Limited Partnership. The
term "entity" as used in this Section 20(c) means an individual, corporation,
partnership, joint venture, limited liability partnership or limited liability
company, trust, unincorporated organization, association or other entity. As
used in this Section 20(c), the term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a person or entity, whether through the ownership of voting
securities, by contract or
otherwise.
21. Choice of Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
22. Arbitration. The parties hereby agree that any and all claims or
controversies relating to Employee's employment with the Company, or termination
thereof, including but not limited to claims for breach of contract, tort,
unlawful discrimination or harassment (as well as any claims arising under Title
VII, the Americans with Disabilities Act, and the Age Discrimination in
Employment Act), and any violation of any state or federal law ("Arbitrable
Claims"), except for equitable relief sought by a party in aid of arbitration,
shall be resolved by arbitration in accordance with the then applicable JAMS
Employment Arbitration Rules And Procedures. However, claims under applicable
workers' compensation laws or the National Labor Relations Act shall not be
subject to arbitration. Arbitration under this Agreement shall be the exclusive
remedy for all Arbitrable Claims and shall be final and binding on all parties.
Unless the parties mutually agree otherwise, the Arbitrator shall be selected
from a panel provided by JAMS and the arbitration shall be held in New York
County, New York. Any court having jurisdiction thereof may enter judgment on
the award rendered by the arbitrator(s). THE PARTIES HEREBY WAIVE ANY RIGHTS
THEY MAY HAVE TO A TRIAL BY JURY OF ANY MATTERS SUBJECT TO ARBITRATION UNDER
THIS AGREEMENT.
23. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors, successors and
permitted assigns.
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24. Entire Agreement and Amendment. This Agreement supersedes all prior
understandings and agreements between the parties (including the Company's
Related Entities) with respect to the subject matter hereof. This Agreement
contains the entire agreement of the parties with respect to the subject matter
covered hereby and may be amended, waived or terminated only by an instrument in
writing executed by both parties hereto.
25. Execution by Company. Submission of this Agreement to Employee, or
Employee's agents or attorneys, for examination or signature does not constitute
or imply an offer of employment, and this Agreement shall have no binding effect
until execution hereof by both the Company and Employee.
26. No Inference Against Author. No provision of this Agreement shall be
interpreted against any party because such party or its legal representative
drafted such provision.
IN WITNESS WHEREOF, this Agreement is EXECUTED as of the ___ day of
___________, 2003 to be EFFECTIVE FOR ALL PURPOSES as of the Effective Date.
"COMPANY"
WESTWOOD ONE, INC.
By:/S/ JACQUES TORTOROLI
------------------------
Printed Name: Jacques Tortoroli
Title: Executive Vice President and
Chief Financial Officer
"EMPLOYEE"
/S/ ANDREW ZAREF
-------------------------------
Andrew Zaref
Address: 21 Glen Rock Road
Cedar Grove, NJ 07009
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