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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): October 20, 2008</B>


<P style="font-size: 24pt" align="center"><B>WESTWOOD ONE, INC.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
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cellpadding="0" width="100%" border="0">

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  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
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 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>001-14691</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>95-3980449</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
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cellpadding="0" width="100%" border="0">

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  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
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  <TD style="border-bottom: #000000 1px solid"><B>40 West 57<sup>th</sup> Street, 5<sup>th</sup>
Floor<BR>
New York, NY<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>10019</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(212) 641-2000</B>
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cellpadding="0" width="30%" border="0">

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  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
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<P style="font-size: 10pt" align="justify"><B>Section&nbsp;1 Registrant&#8217;s
Business and Operations</B>

<P>
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 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">Item&nbsp;1.01</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify"><U>Entry into a Material Definitive
Agreement</U>.</DIV>
</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="justify">The information in
Item&nbsp;5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated
by reference into this Item&nbsp;1.01.

<P>
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border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">Item&nbsp;1.02</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify"><U>Termination of a Material Definitive
Agreement</U>.</DIV>
</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="justify">(a)&nbsp;On October&nbsp;20, 2008,
Westwood One, Inc. (the &#8220;<U>Company</U>&#8221; or
&#8220;<U>Westwood</U>&#8221;) and Thomas F.X. Beusse, Chief Executive Officer
and President of the Company, agreed upon the termination of his employment
agreement with the Company effective October&nbsp;20, 2008. Effective as of
such date, Mr.&nbsp;Beusse ceased serving as CEO and President of the Company
in connection with the reorganization of executive management as described
below in Item&nbsp;5.02. In accordance with the terms of his employment
agreement, Mr.&nbsp;Beusse will receive payment of an amount equal to an
aggregate of $1,900,000 consisting of two times the sum of (i)&nbsp;his base
salary of $700,000 plus (ii) $250,000, payable in equal periodic installments
for two years following his resignation. Also in accordance with the terms of
his employment agreement, Mr.&nbsp;Beusse will receive his minimum guaranteed
bonus for 2008 of $300,000 and is eligible to receive continued health benefits
at the active employee rate for a period of eighteen months. Additionally,
options to purchase 333,333 shares of Company common stock (out of an aggregate
grant of options to purchase 1,000,000 shares of Company common stock awarded
to him on his date of hire) vested on October&nbsp;20, 2008 and shall remain
exercisable for a period of 90&nbsp;days thereafter (i.e., until
January&nbsp;18, 2009). Payment of the amounts set forth above are contingent
on Mr.&nbsp;Beusse executing a fully effective waiver and general release
substantially in the form attached as <U>Exhibit A</U> to his employment
agreement. A copy of the Company&#8217;s employment agreement with
Mr.&nbsp;Beusse was previously filed with the SEC as Exhibit&nbsp;10.2 to the
Company&#8217;s Form 8-K dated January&nbsp;8, 2008.

<P style="font-size: 10pt" align="justify"><B>Section&nbsp;5 Corporate
Governance and Management</B>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">Item&nbsp;5.02</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify"><U>Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers</U>.</DIV>
</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="justify">(b)&nbsp;On October&nbsp;20, 2008,
Thomas F.X. Beusse resigned as Chief Executive Officer and President of
Westwood and as a director of the Company.

<P style="font-size: 10pt" align="justify">(c)&nbsp;(1)&nbsp;Effective
October&nbsp;20, 2008, Gary Schonfeld was appointed President of the Network
division of Westwood, Roderick M. Sherwood III, Westwood&#8217;s CFO, was
appointed Interim President of Westwood, and Steven Kalin, Westwood&#8217;s
COO, was appointed President of the Metro Networks division.
Messrs.&nbsp;Sherwood and Kalin will continue to serve as Westwood&#8217;s CFO
and COO, respectively.

<P style="font-size: 10pt; text-indent: 4%"
align="justify">(2)&nbsp;Mr.&nbsp;Schonfeld, age 56, co-founded radio network
MediaAmerica in 1987 and served as its President. &nbsp;He became the President
of Jones MediaAmerica upon the acquisition of MediaAmerica by Jones Media Group
in July&nbsp;1998.&nbsp; He served in that position until the acquisition of
Jones Media Group by Triton Radio Network in June&nbsp;2008. &nbsp;Prior to
founding MediaAmerica, Mr.&nbsp;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&amp;R Advertising, and ABC
Radio. Mr.&nbsp;Schonfeld has a B.A. from the University of Vermont and an M.A.
from the University of Michigan.

<P style="font-size: 10pt; text-indent: 4%" align="justify">(3)&nbsp;On
October&nbsp;20, 2008, the Company entered into an employment agreement with
Mr.&nbsp;Schonfeld whereby Mr.&nbsp;Schonfeld will serve as the Company&#8217;s
President, Network division for a term of one year (commencing October&nbsp;20,
2008) at an annual base salary of $500,000. Mr.&nbsp;Schonfeld is eligible for
an annual discretionary bonus valued at up to $500,000, provided that
Mr.&nbsp;Schonfeld is an employee of the Company at the end of the applicable
calendar year and on the date such bonus is paid (other than upon a termination
without &#8220;cause&#8221; or for
&#8220;good reason&#8221; after the end of the applicable calendar year but
before the time such bonus is paid). However, if Mr.&nbsp;Schonfeld&#8217;s
employment with the Company terminates upon the expiration of his one-year term
(October&nbsp;20, 2009), Mr.&nbsp;Schonfeld is eligible for the discretionary
bonus for the portion of the one-year term during which Mr.&nbsp;Schonfeld has
been employed by the Company but for which Mr.&nbsp;Schonfeld has not been paid.

<P style="font-size: 10pt; text-indent: 4%" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
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<P style="font-size: 10pt; text-indent: 4%" align="justify">In the case of a
termination of Mr.&nbsp;Schonfeld&#8217;s employment during the one-year term
by the Company other than for a &#8220;cause event&#8221; or by
Mr.&nbsp;Schonfeld for &#8220;good reason&#8221; (each, as defined in the
employment agreement), Mr.&nbsp;Schonfeld will receive the remainder of his
base salary (i.e., $500,000), payable in equal periodic installments for the
remainder of his one-year term.

<P style="font-size: 10pt; text-indent: 4%" align="justify">If
Mr.&nbsp;Schonfeld is terminated upon or within 24&nbsp;months of a
&#8220;change in control&#8221;, all of Mr.&nbsp;Schonfeld&#8217;s outstanding
equity awards shall become fully vested and immediately exercisable in
accordance with the terms and conditions of the applicable equity compensation
plan and award agreements under which such awards were granted. The payment of
the termination amounts set forth above are contingent on Mr.&nbsp;Schonfeld
executing a fully effective waiver and general release substantially in the
form attached as <U>Exhibit&nbsp;A</U> to his employment agreement. The Company
has agreed to reimburse Mr.&nbsp;Schonfeld in an amount up to $20,000 for
reasonable attorneys&#8217; fees incurred by him in connection with the
negotiation of his employment agreement.

<P style="font-size: 10pt; text-indent: 4%" align="justify">The foregoing
description of Mr.&nbsp;Schonfeld&#8217;s employment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Company&#8217;s employment agreement with Mr.&nbsp;Schonfeld, a copy of which
is attached hereto as Exhibit&nbsp;10.1, and the terms of which are
incorporated by reference herein in their entirety. A copy of the press release
announcing Mr.&nbsp;Schonfeld&#8217;s appointment is furnished herewith as
Exhibit&nbsp;99.1 and is incorporated by reference herein in its entirety.

<P style="font-size: 10pt; text-indent: 4%" align="justify">On October&nbsp;20,
2008, in connection with Mr.&nbsp;Schonfeld&#8217;s appointment, the
Company&#8217;s Compensation Committee awarded Mr.&nbsp;Schonfeld a stock
option to purchase 550,000 shares of Company common stock. Such option will
vest in equal one-third increments on October&nbsp;20, 2009, 2010 and 2011,
except in the case of certain termination events as described in more detail in
Mr.&nbsp;Schonfeld&#8217;s employment agreement. The stock option was issued
pursuant to the Company&#8217;s 1999 Stock Incentive Plan (the &#8220;<U>1999
Plan</U>&#8221;), however, such award incorporates the terms set forth in the
Company&#8217;s 2005 Equity Compensation Plan relating to accelerated vesting
of equity compensation in connection with a termination upon or within
24&nbsp;months of a change in control, as described above. A copy of the form
stock option agreement for non-director participants used for such grant was
previously filed with the SEC as Exhibit&nbsp;10.1 to the Company&#8217;s
Current Report on Form 8-K dated March&nbsp;19, 2008. A copy of the 1999 Plan
was previously filed with the SEC as Appendix A to the Company&#8217;s proxy
statement dated April&nbsp;29, 1999. An amendment to the 1999 Plan was
previously filed with the SEC as Exhibit&nbsp;10.3 to the Company&#8217;s Form
8-K dated May&nbsp;25, 2005.

<P style="font-size: 10pt; text-indent: 4%" align="justify">Also on
October&nbsp;20, 2008, in connection with his appointment as the President of
the Metro Networks division, Mr. Kalin received an increase in his annual base
salary from $450,000 to $500,000 and was awarded a stock option to purchase
150,000 shares of Company common stock by the Company&#8217;s Compensation
Committee. The Company&#8217;s Compensation Committee also awarded
Mr.&nbsp;Sherwood a stock option to purchase 150,000 shares of Company common
stock in connection with his appointment as Interim President of Westwood.
These options will vest in equal one-third increments on October&nbsp;20, 2009,
2010 and 2011. The stock options were issued pursuant to the 1999 Plan,
however, such award incorporates the terms set forth in the Company&#8217;s
2005 Equity Compensation Plan relating to accelerated vesting of equity
compensation in connection with a termination within 24&nbsp;months of a change
in control.

<P style="font-size: 10pt" align="justify">(e)&nbsp;The information in
Item&nbsp;5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated
by reference into this Item&nbsp;5.02(e).

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
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<P style="font-size: 10pt" align="justify"><B>Section&nbsp;9 Financial
Statements and Exhibits</B>

<P style="font-size: 10pt" align="justify">Item&nbsp;9.01 <U>Financial
Statements and Exhibits</U>. <BR>
&nbsp;
<DIV align="center">
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  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">(d) </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left"><U>Exhibits.</U></TD>
 </TR>
 <TR style="font-size: 1px">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top"
align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left"><BR>The following is a list of the exhibits filed
as a part of this Form&nbsp;8-K:</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">Exhibit No. </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left"><BR>
Description of Exhibit</TD>
 </TR>
 <TR style="font-size: 1px">
  <TD style="border-top: #000000 1px solid" valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD style="border-top: #000000 1px solid" valign="top"
align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Employment Agreement, effective as of
October&nbsp;20, 2008, by and between the Company and Gary Schonfeld.</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release, dated October&nbsp;20, 2008,
announcing the appointment of Gary Schonfeld as President, Network division,
Steven Kalin as President, Metro Networks division and Roderick M. Sherwood III
as the Company&#8217;s Interim President.</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">4
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<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.

<P style="font-size: 10pt; margin-left: 46%" align="justify"><B>WESTWOOD ONE,
INC.</B>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD>
<DIV style="text-align: justify">Date: October&nbsp;24, 2008</DIV>
</TD>
 </TR>

</TABLE>


<P style="margin-top: -11pt; font-size: 10pt; margin-left: 46%"
align="justify">By: <U><B>/</B>s/ David
Hillman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Name: David Hillman <BR>
Title: Chief Administrative Officer; EVP,
<BR>
Business Affairs; General Counsel and <BR>
Secretary

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">5
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<P style="font-size: 10pt" align="center"><B>EXHIBIT INDEX</B>

<P style="font-size: 10pt" align="center">Current Report on
Form&nbsp;8-K<BR>
dated October&nbsp;20, 2008

<P style="font-size: 10pt" align="center">Westwood One, Inc.
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="7%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="88%">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD nowrap align="left">Exhibit</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="center">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD style="border-bottom: #000000 1px solid" nowrap align="left">No.</TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid" nowrap
align="left">Description of Exhibit</TD>
 </TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Employment Agreement, effective as of
October&nbsp;20, 2008, by and between the Company and Gary Schonfeld.</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release, dated October&nbsp;20, 2008,
announcing the appointment of Gary Schonfeld as President, Network division,
Steven Kalin as President, Metro Networks division and Roderick M. Sherwood III
as the Company&#8217;s Interim President.</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">6
</DIV>
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Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): October 20, 2008
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-14691
95-3980449
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
40 West 57
th
Street, 5
th
Floor
New York, NY
10019
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(212) 641-2000
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
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Section 1 Registrant's
Business and Operations
Item 1.01
Entry into a Material Definitive
Agreement
.
The information in
Item 5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated
by reference into this Item 1.01.
Item 1.02
Termination of a Material Definitive
Agreement
.
(a) On October 20, 2008,
Westwood One, Inc. (the "
Company
" or
"
Westwood
") and Thomas F.X. Beusse, Chief Executive Officer
and President of the Company, agreed upon the termination of his employment
agreement with the Company effective October 20, 2008. Effective as of
such date, Mr. Beusse ceased serving as CEO and President of the Company
in connection with the reorganization of executive management as described
below in Item 5.02. In accordance with the terms of his employment
agreement, Mr. Beusse will receive payment of an amount equal to an
aggregate of $1,900,000 consisting of two times the sum of (i) his base
salary of $700,000 plus (ii) $250,000, payable in equal periodic installments
for two years following his resignation. Also in accordance with the terms of
his employment agreement, Mr. Beusse will receive his minimum guaranteed
bonus for 2008 of $300,000 and is eligible to receive continued health benefits
at the active employee rate for a period of eighteen months. Additionally,
options to purchase 333,333 shares of Company common stock (out of an aggregate
grant of options to purchase 1,000,000 shares of Company common stock awarded
to him on his date of hire) vested on October 20, 2008 and shall remain
exercisable for a period of 90 days thereafter (i.e., until
January 18, 2009). Payment of the amounts set forth above are contingent
on Mr. Beusse executing a fully effective waiver and general release
substantially in the form attached as
Exhibit A
to his employment
agreement. A copy of the Company's employment agreement with
Mr. Beusse was previously filed with the SEC as Exhibit 10.2 to the
Company's Form 8-K dated January 8, 2008.
Section 5 Corporate
Governance and Management
Item 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
.
(b) On October 20, 2008,
Thomas F.X. Beusse resigned as Chief Executive Officer and President of
Westwood and as a director of the Company.
(c) (1) Effective
October 20, 2008, Gary Schonfeld was appointed President of the Network
division of Westwood, Roderick M. Sherwood III, Westwood's CFO, was
appointed Interim President of Westwood, and Steven Kalin, Westwood's
COO, was appointed President of the Metro Networks division.
Messrs. Sherwood and Kalin will continue to serve as Westwood's CFO
and COO, respectively.
(2) Mr. Schonfeld, age 56, co-founded radio network
MediaAmerica in 1987 and served as its President.  He became the President
of Jones MediaAmerica upon the acquisition of MediaAmerica by Jones Media Group
in July 1998.  He served in that position until the acquisition of
Jones Media Group by Triton Radio Network in June 2008.  Prior to
founding MediaAmerica, Mr. Schonfeld served as Vice-President Eastern
Sales Region for Westwood One, an account executive with CBS Radio Networks and
in various positions with Fairchild Publications, Y&R Advertising, and ABC
Radio. Mr. Schonfeld has a B.A. from the University of Vermont and an M.A.
from the University of Michigan.
(3) On
October 20, 2008, the Company entered into an employment agreement with
Mr. Schonfeld whereby Mr. Schonfeld will serve as the Company's
President, Network division for a term of one year (commencing October 20,
2008) at an annual base salary of $500,000. Mr. Schonfeld is eligible for
an annual discretionary bonus valued at up to $500,000, provided that
Mr. Schonfeld is an employee of the Company at the end of the applicable
calendar year and on the date such bonus is paid (other than upon a termination
without "cause" or for
"good reason" after the end of the applicable calendar year but
before the time such bonus is paid). However, if Mr. Schonfeld's
employment with the Company terminates upon the expiration of his one-year term
(October 20, 2009), Mr. Schonfeld is eligible for the discretionary
bonus for the portion of the one-year term during which Mr. Schonfeld has
been employed by the Company but for which Mr. Schonfeld has not been paid.
In the case of a
termination of Mr. Schonfeld's employment during the one-year term
by the Company other than for a "cause event" or by
Mr. Schonfeld for "good reason" (each, as defined in the
employment agreement), Mr. Schonfeld will receive the remainder of his
base salary (i.e., $500,000), payable in equal periodic installments for the
remainder of his one-year term.
If
Mr. Schonfeld is terminated upon or within 24 months of a
"change in control", all of Mr. Schonfeld's outstanding
equity awards shall become fully vested and immediately exercisable in
accordance with the terms and conditions of the applicable equity compensation
plan and award agreements under which such awards were granted. The payment of
the termination amounts set forth above are contingent on Mr. Schonfeld
executing a fully effective waiver and general release substantially in the
form attached as
Exhibit A
to his employment agreement. The Company
has agreed to reimburse Mr. Schonfeld in an amount up to $20,000 for
reasonable attorneys' fees incurred by him in connection with the
negotiation of his employment agreement.
The foregoing
description of Mr. Schonfeld's employment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Company's employment agreement with Mr. Schonfeld, a copy of which
is attached hereto as Exhibit 10.1, and the terms of which are
incorporated by reference herein in their entirety. A copy of the press release
announcing Mr. Schonfeld's appointment is furnished herewith as
Exhibit 99.1 and is incorporated by reference herein in its entirety.
On October 20,
2008, in connection with Mr. Schonfeld's appointment, the
Company's Compensation Committee awarded Mr. Schonfeld a stock
option to purchase 550,000 shares of Company common stock. Such option will
vest in equal one-third increments on October 20, 2009, 2010 and 2011,
except in the case of certain termination events as described in more detail in
Mr. Schonfeld's employment agreement. The stock option was issued
pursuant to the Company's 1999 Stock Incentive Plan (the "
1999
Plan
"), however, such award incorporates the terms set forth in the
Company's 2005 Equity Compensation Plan relating to accelerated vesting
of equity compensation in connection with a termination upon or within
24 months of a change in control, as described above. A copy of the form
stock option agreement for non-director participants used for such grant was
previously filed with the SEC as Exhibit 10.1 to the Company's
Current Report on Form 8-K dated March 19, 2008. A copy of the 1999 Plan
was previously filed with the SEC as Appendix A to the Company's proxy
statement dated April 29, 1999. An amendment to the 1999 Plan was
previously filed with the SEC as Exhibit 10.3 to the Company's Form
8-K dated May 25, 2005.
Also on
October 20, 2008, in connection with his appointment as the President of
the Metro Networks division, Mr. Kalin received an increase in his annual base
salary from $450,000 to $500,000 and was awarded a stock option to purchase
150,000 shares of Company common stock by the Company's Compensation
Committee. The Company's Compensation Committee also awarded
Mr. Sherwood a stock option to purchase 150,000 shares of Company common
stock in connection with his appointment as Interim President of Westwood.
These options will vest in equal one-third increments on October 20, 2009,
2010 and 2011. The stock options were issued pursuant to the 1999 Plan,
however, such award incorporates the terms set forth in the Company's
2005 Equity Compensation Plan relating to accelerated vesting of equity
compensation in connection with a termination within 24 months of a change
in control.
(e) The information in
Item 5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated
by reference into this Item 5.02(e).
Section 9 Financial
Statements and Exhibits
Item 9.01
Financial
Statements and Exhibits
.
(d)
Exhibits.
The following is a list of the exhibits filed
as a part of this Form 8-K:
Exhibit No.
Description of Exhibit
10.1
Employment Agreement, effective as of
October 20, 2008, by and between the Company and Gary Schonfeld.
99.1
Press Release, dated October 20, 2008,
announcing the appointment of Gary Schonfeld as President, Network division,
Steven Kalin as President, Metro Networks division and Roderick M. Sherwood III
as the Company's Interim President.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
WESTWOOD ONE,
INC.
Date: October 24, 2008
By:
/
s/ David
Hillman
Name: David Hillman
Title: Chief Administrative Officer; EVP,
Business Affairs; General Counsel and
Secretary
EXHIBIT INDEX
Current Report on
Form 8-K
dated October 20, 2008
Westwood One, Inc.
Exhibit
No.
Description of Exhibit
10.1
Employment Agreement, effective as of
October 20, 2008, by and between the Company and Gary Schonfeld.
99.1
Press Release, dated October 20, 2008,
announcing the appointment of Gary Schonfeld as President, Network division,
Steven Kalin as President, Metro Networks division and Roderick M. Sherwood III
as the Company's Interim President.