Amendment to Stock Option Awards between Westwood One, Inc. and Norman J. Pattiz

Summary

Westwood One, Inc. and Norman J. Pattiz have agreed to modify the terms of stock options previously granted to Mr. Pattiz. The amended terms specify that each award will become exercisable in equal one-third portions over three years and will fully vest upon Mr. Pattiz's retirement, remaining exercisable for five years thereafter, subject to the original award term. All other terms of the original awards remain unchanged. This amendment is effective upon Mr. Pattiz's acceptance and signature.

EX-10.4 5 lettertopattiz.txt May 25, 2005 Norman J. Pattiz Chairman of the Board Westwood One, Inc. 8965 Lindblade Street Culver City, California 90230 Re: Modification of Stock Option Award Dear Norm: As you know, on May 19, 2005, the Board of Directors of Westwood One, Inc. modified the terms of the stock options granted to you on December 1, 2003 and December 1, 2004 under the Company's 1999 Stock Incentive Plan (the "Awards"). Specifically, the Board modified the Awards as follows: o Each Award shall be exercisable in equal one-third increments on the first, second and third anniversary of the date of the grant; and o Each Award will vest upon your "Retirement"(as defined under the Westwood One, Inc. 2005 Equity Compensation Plan (the "2005 Plan")) and will remain exercisable for five years thereafter, subject to the original stated term of each Award, as provided in Section 6 of the 2005 Plan. Once signed by you, this letter shall serve as an amendment to each Award. The terms of each Award shall remain in full force and effect in accordance with the terms of the applicable Award (as modified herein). Please sign below to acknowledge your acceptance of these modified terms. Of course, do not hesitate to contact me if you have any questions. Sincerely, /S/ DAVID A. HILLMAN David A. Hillman ACKNOWLEDGED & AGREED: /S/ NORMAN J. PATTIZ - ------------------------------------ Norman J. Pattiz