SECOND AMENDMENT
THIS SECOND AMENDMENT is made effective as of February 2,
1994 with reference to the Employment Agreement dated October 18,
1993 by and between Westwood One, Inc. (the "Company") and Norman
J. Pattiz ("Employee"), as amended by the First Amendment dated
January 26, 1994 (the "Agreement").
WHEREAS, Employee and the Company desire to amend certain
provisions of the Agreement and except for such amendment to have
such Agreement remain in full force and effect;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is acknowledged, Employee and Company hereby
agree as follows:
The Agreement is hereby amended as follows:
1. Section 3.1 (Salary and Bonus).
The Agreement shall be amended by adding the following
sentence to the end of Section 3.1:
"Notwithstanding anything in this Agreement to the contrary,
the incentive compensation determined and payable as set
forth on Schedule 2 shall be determined in accordance with
Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the final regulations promulgated by the United
States Treasury Department thereunder."
2. Schedule 2.
Schedule 2 to the Agreement shall be amended and restated in
its entirety to read as set forth on the Schedule 2 attached
hereto and incorporated in the Agreement by this reference.
3. Limited Effect of Amendment.
Each and every one of the other terms and conditions of the
Agreement shall remain unchanged and in full force and effect, and
the Agreement shall be amended only as specifically set forth
herein.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above.
EMPLOYEE WESTWOOD ONE, INC.
NORMAN J. PATTIZ By: ERIC R. WEISS
_________________________ ___________________
Norman J. Pattiz Eric R. Weiss
Executive Vice President
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SCHEDULE 2
CASH INCENTIVE COMPENSATION
For each fiscal year of the Company, commencing with the
fiscal year ending November 30, 1994, that the Company meets or
exceeds its EBITAD target as established by the Compensation
Committee of the Board of Directors (or other similar committee of
the Board of Directors meeting the requirements of Section 162(m)
of the Internal Revenue Code of 1986, as amended) not later than
90 days after the beginning of each such fiscal year, Employee
will be entitled to receive cash incentive compensation ("CIC
Bonus") as follows:
Fiscal Year CIC Bonus
___________ _________
1994 $250,000
1995 $275,000
1996 $302,500
1997 $332,750
1998 $366,025
If the termination date of this Agreement is other than the
last day of a fiscal year, Employee will be entitled to a pro-
rated CIC Bonus for the portion of the year preceding the
termination date if the EBITAD target is met through the end of
the month ending on or next preceding the termination date.
EBITAD means earnings before interest, taxes, amortization
and depreciation as reported in the Company's Form 10-K for the
fiscal year, or, if for a portion of the year, as approved by the
Board based on the Company's books and records.
The CIC Bonus for any year shall be paid not later than 30
days after the filing by the Company of its Form 10-K with the
Securities and Exchange Commission for such year, or if the CIC
bonus is for a part of the year, not later than 60 days after the
end of the last month taken into account in determining whether
the EBITAD target is met.
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