EMMIS COMMUNICATIONS CORPORATION

OPTION GRANT AGREEMENT

Emmis Communications Corporation (“Emmis”) has granted you an Option to purchase Emmis Class A Common Stock, subject to the terms and conditions of the Plan referred to below and the Agreement Regarding Terms and Conditions of Grant, all of which are incorporated into this Notice by reference.  Unless you reject this Option by delivering a written rejection notice to Emmis within 120 days after the Grant Date shown below, you will be deemed to have accepted it and agreed to the terms and conditions.  A prospectus for the Plan is located on the Emmis Intranet at “www.inside.emmis.com”.

     

This is an Award Agreement under the Plan shown in the above Notice of Grant.  It is dated as of the Grant Date shown in the above Notice of Grant and is between Emmis Communications Corporation and you as the Optionee named in the Notice of Grant.  Capitalized terms used in this Agreement that are not defined in this Agreement have the meanings given to them in the Plan. (For purposes of the Plan, the term “Grantee” is used instead of the term Optionee .)

The above Notice of Grant includes several important terms that are used in this Agreement.  We refer to the Option Price per Share shown in the Notice of Grant as the “ Exercise Price. ”  We refer to the Expiration Date shown in the Notice of Grant as the “ Expiration Date. ”  We refer to a number of shares of Emmis Class A Common Stock shown as the Total Option Shares Granted in the Notice of Grant as the “ Option Shares .”   We refer to the option of the type shown as the Type of Option in the Notice of Grant to purchase the Option Shares for the Exercise Price under these terms and conditions as the “ Option ,” and any Option Shares purchased under the Option as “ Purchased Shares .”

1. Grant of Option .  Subject to the terms of this Agreement and the Plan, Emmis hereby grants to you the Option to purchase the Option Shares at the Exercise Price and in the manner and subject to the conditions provided in this Agreement.

2. Exercise of Option . 

(a) The Option is not exercisable after the Expiration Date.  You may exercise the Option in whole or in part (as to a whole number of Option Shares) at any time on or before the Expiration Date as to any Option Shares which have vested under the Vesting Schedule shown in the Notice of Grant. 

(b) You may exercise this Option by giving Emmis written notice specifying the number of Option Shares you want to purchase.  The notice must be in the form prescribed by the Committee and be directed to Emmis at its principal executive offices.  The date of exercise, which is referred to as the “ Exercise Date ,” is the date on which your notice is received by Emmis.

(c) You may not exercise this Option unless your exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise.  You may not exercise the Option as to fewer than 100 Option Shares unless you exercise it as to all Option Shares as to which the Option can be exercised at that time. 

(d) Except to the extent you use the “sale and remittance” procedure described in this subsection (d), you must pay in cash the Exercise Price for the Purchased Shares on the Exercise Date.  If the Plan allows you to pay the Exercise Price other than in cash at the time you exercise the Option, then you may also pay the Exercise Price in one of the following ways: 

(1) in shares of Emmis Stock that you have held for at least six months, each valued at Fair Market Value on the Exercise Date (including through a procedure where you attest to your ownership of the shares in a form acceptable to the Committee); 

(2) with the approval of the Committee, in shares of restricted Emmis Stock that you have held for at least six months, each valued at Fair Market Value on the Exercise Date; 

(3) by waiver of compensation due or accrued to you for services rendered;

(4) with the consent of the Committee, by transferring property to Emmis;

(5) provided that a public market for the Stock exists: 

(A) through a “same day sale” commitment from you and a broker-dealer complying with Regulation T and other rules adopted by the Board of Governors of the Federal Reserve System (“Broker-Dealer”) in which you irrevocably elect to exercise the Option and to sell a portion of the Stock you purchase in order to pay for the Option, and in which the Broker-Dealer irrevocably commits upon receipt of that Stock to forward the Exercise Price directly to Emmis; or

(B) through a “margin” commitment from you and a Broker-Dealer in which you irrevocably elect to exercise the Option and to pledge the Stock you have purchased to the Broker-Dealer in a margin account as security for a loan from the Broker-Dealer in the amount of the Exercise Price, and in which the Broker-Dealer irrevocably commits upon receipt of that Stock to forward the Exercise Price directly to Emmis; or

(C) through any other procedure pursuant to which you deliver to Emmis a properly executed exercise notice and instructions to deliver the resulting Stock to a stock broker that are intended to

satisfy the provisions of Section 220.3(e)(4) of Regulation T issued by the Board of Governors of the Federal Reserve System as in effect from time to time;

(6) by the surrender of all or part of the Option being exercised, or

(7) such other payment method or procedure as the Committee may approve.

Emmis’ obligation to deliver the Purchased Shares pursuant to subsection 2(d)(5) described above is conditioned upon receiving from you sufficient funds to cover the Exercise Price and tax withholding obligations described in the Plan and section 8 of this Agreement.

(e) In the event that you are an employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended, you may not exercise your Option, even if vested, any sooner than six (6) months after the Grant Date specified in your Grant Notice, notwithstanding any other provision of your Option.

3. Non‑Transferability of this Option .  This Option may not be assigned, encumbered, or transferred except, (a) in the event of your death, by will or the laws of descent and distribution, or (b) to an Eligible Transferee as provided in the Plan.  This Option is exercisable during your lifetime only by you or, if transferred to an Eligible Transferee, by that Eligible Transferee as provided in the Plan.  The provisions of this Option will be binding upon, inure to the benefit of, and be enforceable by you and Emmis, by the successors and assigns of Emmis, and by your heirs, legatees and personal representatives.

4. Termination of Employment .  

(a) If you have a Termination of Employment for Cause (as defined in the Plan), any part of the Option that is unexercised shall terminate upon your Termination of Employment. 

(b) If you have a Termination of Employment for any reason other than Cause, then any part of the Option that is unexercised, to the extent exercisable on the date of your Termination of Employment, may be exercised in whole or in part, not later than the later of (A) the 180th day following the date of your Termination of Employment or (B) the 30th day following the last day for which you are entitled to severance payments under Emmis’ or any Subsidiary’s personnel policies, except that (i) if your Termination of Employment is caused by your death, then any part of the Option that is unexercised shall vest on the date of your death, and may be exercised, in whole or in part, at any time within one year after your death by your personal representative or by the person to whom the Option is transferred by will or the applicable laws of descent and distribution; (ii) if your Termination of Employment is on account of your Disability, then any part of the Option that is unexercised shall vest on the date of your Termination of Employment and may be exercised, in whole or in part, as if such Termination of Employment had not occurred; provided that, if you die after such Termination of Employment, such Option may be exercised, to the extent exercisable on the date of your death, by your personal representative or by the person to whom the Option is transferred by will or the applicable laws of descent and distribution within one year after your death, (iii) if your Termination of Employment results from a sale of the station, magazine or other property at which you are employed or to which you provides services, then any part of the Option that is unvested and is scheduled to vest within one year after the Termination of Employment shall vest on the date of such Termination of Employment, and (iv) if your Termination of Employment is on account of your Retirement (as defined below), then any part of the Option that is unexercised shall vest on the date of your Termination of Employment and may be exercised, in whole or in part, as if such Termination of Employment had not occurred; provided that, if you die after such Termination of Employment, such Option may be exercised, to the extent exercisable on the date of your death, by your personal representative or by the person to whom the Option is transferred by will or the applicable laws of descent and distribution within one year after your death. For purposes of this Agreement, “Retirement” shall mean a Termination of Employment other than for Cause at a time when either:

For purposes of subsection 4(b), years of service to Emmis, whether completed before or after the Date of Grant, shall be included.

(c) Notwithstanding any contrary provision contained herein, this Option may not be exercised by you or an Eligible Transferee after the Expiration Date shown in the above Notice of Grant.

5. The Plan .  The terms of this Agreement are subject to the terms of the Plan.  In the case of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan control.  You acknowledge receipt of a copy of the Plan and represent (a) that you are familiar with the terms and provisions of the Plan, (b) that you have reviewed the Plan and this Agreement in their entirety, and (c) that you have had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understand all provisions of the Option.  You agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement. 

6. No Shareholder Rights; No Guaranty of Employment .  You do not have any of the rights of a shareholder with respect to the Option Shares until the Option Shares are issued or transferred to you after the exercise of the Option.  Nothing in this Agreement confers or will confer on you any right to continue in the employment of Emmis, or remain affiliated with Emmis or any of its Subsidiaries, or to continue as an officer or director of Emmis, and nothing in this Agreement interferes with Emmis’ right to terminate your employment at any time, with or without Cause.

7. Effect of Change of Control .  Notwithstanding the Vesting Schedule shown in the Notice of Grant, this Option immediately becomes fully exercisable on that date, if any, selected by the Committee following the occurrence of a Change in Control.

8. Withholding Tax .  If cash or shares of Emmis Stock are to be delivered upon exercise of this Option, Emmis is entitled to require as a condition of delivery (a) that you pay an amount sufficient to satisfy all federal, state and local withholding tax requirements related to the exercise of the Option, (b) the withholding of such sums from compensation otherwise due to you or from any Purchased Shares due to you under the Plan, or (c) any combination of (a) and (b).  The Committee reserves the right to revoke your right under the Plan to elect to have Option Shares withheld to satisfy your withholding tax liability.

9. Successors and Assigns .  Except to the extent otherwise provided in the Plan, the benefits of this Agreement are applicable to, and this Agreement is binding upon, Emmis and its successors and anyone to whom Emmis legally assigns it and you, anyone to whom you legally assign it and the legal representatives, heir and beneficiaries of your estate.

10. Compliance with Laws and Regulations . 

(a)  Your exercise of the Option and the issuance of the Option Shares upon your exercise is subject to compliance by Emmis and you with all applicable requirements of law, including but not limited to federal and state securities laws, and with all applicable regulations of The Nasdaq Stock Market (or any other stock exchange, if applicable) on which the Purchased Shares may be designated or listed for trading at the time of your exercise and issuance of the Purchased Shares.

(b)  If Emmis determines that it needs to obtain approval from any regulatory body in order to issue and sell any Option Share under the Option and cannot get that approval, Emmis is not liable for not issuing and selling the Option Shares under this Option to the extent that approval was not obtained.  Emmis, however, will use its best efforts to obtain all such approvals.

(c)  If this Option is shown under Type of Option in the Notice of Grant as an incentive stock option, then it is intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code and will in all respects be interpreted and construed as to be consistent with this intention. However, as provided in the Plan, the Committee retains the discretion, at any time before the exercise of the Option, to take any action necessary to prevent such Option from being treated as an incentive stock option.

(d) It is further intended that the Option is exempt from the requirements of Internal Revenue Code Section 409A. Therefore, as otherwise provided in the Plan, this Agreement shall be administered, interpreted, and construed to carry out such intention, and any provision of this Agreement that cannot be so administered, interpreted, and construed shall to that extent be disregarded and of no effect.

11.  Adjustments for Changes in Capitalization .  If Emmis is involved in any reorganization, reclassification, recapitalization, stock split, reverse stock split, stock dividend, share combination, merger, consolidation, asset spin‑off or similar event, the Committee will make equitable adjustments of (a) the aggregate number of shares of Stock available under the Plan, (b) the number of shares of Stock covered by an Option, (c) the Exercise Price, and (d) all other matters relating to the Plan and any Option, all in such manner as may be determined by the Committee in its discretion, in order to prevent dilution or enlargement of your rights under this Option.  The Committee’s determination is conclusive in these matters.

12.  Notice of Disqualifying Disposition of ISO Shares .  If this Option is shown under Type of Option in the Notice of Grant as an incentive stock option and is exercised prior to your death, and if you (or your heirs, beneficiaries or personal representatives) sell or otherwise dispose of any of the Purchased Shares on or before the later of (a) two years after the Grant Date or (b) one year after the date of exercise of this Option, you (or any such heirs, beneficiaries or personal representatives) are required to promptly notify Emmis of the sale or other disposition.  The notice must specify the number of Purchased Shares sold or otherwise disposed of.

13.  Notices .  All notices hereunder to Emmis shall be delivered or mailed to it addressed to the Secretary, Emmis Communications Corporation, One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204.  All notices hereunder to you, as the Optionee, shall be delivered personally or mailed to the address of your personal residence on file with Emmis.  Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the other party.

14.  Amendment .  Subject to any shareholder approval requirements of applicable law or the rules of any national securities exchange, stock market or automated quotation service on which the Stock is listed or quoted, the Committee has complete and exclusive power and authority to amend or modify this Agreement (and Emmis has the power and authority to amend or modify the Plan) at any time and in any respect, except that no such amendment or modification can adversely affect, in any material respect, any of your rights with respect to this Option, unless you consent in writing to the amendment or modification.   

15. Entire Agreement; Governing Law; Attorneys’ Fees .  The Plan is incorporated into this Agreement by reference as if it appeared here in full.  The Plan and this Agreement together make up the entire agreement of Emmis and you with respect to the subject matter of this Agreement and supersede in their entirety all prior promises and agreements of Emmis and you with respect to the subject matter of this Agreement.  The Option must be exercised in accordance with any administrative regulations the Committee adopts from time to time. 

The Option and this Agreement are to be construed, administered and governed in all respects under and by the internal laws (but not the choice of law rules) of the State of Indiana.  Each of Emmis and you hereby submits to jurisdiction before any state or federal court of record in Marion County, Indiana.

IN WITNESS WHEREOF, this Option Grant Agreement is effective as of the Grant Date.

Note: Unless you reject this Option by delivering a written rejection notice to Emmis within 120 days after the Grant Date, you will be deemed to have accepted it and agreed to the terms and conditions of this Agreement.

RESTRICTED STOCK AGREEMENT

Shares of Restricted Stock are awarded, effective as of the Date of Grant (as defined below), by Emmis Communications Corporation (the “Company”) to the person named below (the “Grantee”) upon the following terms and conditions.  The Grantee will be deemed to have accepted the Restricted Stock unless the Grantee delivers a written notice of rejection to the Company within 120 days of the Date of Grant.  The Restricted Stock grant evidenced by this Restricted Stock Agreement (the “Agreement”) is made pursuant to the Emmis Communications Corporation 2016 Equity Compensation Plan (the “Plan”), which is incorporated in this Agreement by reference.  A prospectus for the Plan is located on the Company’s Intranet at "www.inside.emmis.com."

1.  Definitions .  For purposes of this Agreement and any amendments hereto, the terms defined in Section 2 of the Plan, when capitalized in this Agreement, shall have the same meanings as the meanings ascribed to them by the Plan, unless a different meaning is specified in this Agreement, or unless a different meaning is plainly required by the context.  For purposes of this Agreement and any amendments hereto, the following terms, when capitalized, have the following meanings, unless a different meaning is plainly required by the context:

Grantee:                

Restricted Stock:

               

Date of Grant:

 

Vesting Date:

2.  Reference to Plan .  The Restricted Stock is granted pursuant to the Plan in effect on the Date of Grant.  No amendment of the Plan adopted after the Date of Grant shall apply to the Restricted Stock unless, by its express provisions, the amendment is effective retroactive to the Date of Grant or some earlier date.  No such retroactive amendment may, without the consent of the Grantee, adversely affect the rights of the Grantee under this Agreement.

3.  Share Award .  The Company hereby awards to the Grantee, subject to the terms and conditions of the Plan and subject to the terms and conditions of this Agreement, the Restricted Stock in the form of Class A Common Stock of the Company.

4.  Vesting and Restrictions on Transfer .  The Restricted Stock will vest on the Vesting Date or such earlier date as may be determined pursuant to this Agreement or the Plan unless the Restricted Stock has been forfeited pursuant to Section 5.  During the time from the Date of Grant to the Vesting Date or such earlier date as may be determined pursuant to this Agreement or the Plan (the “Restricted Period”), the Grantee may not sell, assign, transfer, pledge or otherwise encumber the Restricted Stock, except as hereinafter provided, and any action or omission by the Grantee in violation of this prohibition shall be void and will not be recognized as effective. The Committee shall have the authority, in its discretion, to waive the provisions of Section 5 and to shorten the Restricted Period as to any or all of the Restricted Stock, and thereby to cause such Restricted Stock to vest at an earlier date.

5.  Forfeiture and Early Vesting .

(a) The Restricted Stock shall be forfeited and returned to the Company if the Grantee has a Termination of Employment prior to the Vesting Date, unless the Termination of Employment is:  (i) due to the death of the Grantee; or (ii) due to the Disability of the Grantee; or (iii) effected by the Company or a Subsidiary due to the elimination of the Grantee’s position (other than in connection with the sale or disposition of one or more stations, magazines or other business units); or (iv) effected by the Company or a Subsidiary in connection with the sale

or disposition of one or more stations, magazines or other business units; or (v) due to the Retirement (as defined below) of the Grantee.  However, the provisions of this Section shall not be deemed to limit the authority of the Committee to declare the Restricted Stock fully vested whenever the Committee may determine that such action is appropriate pursuant to the Plan or this Agreement.

(b) If the Grantee has a Termination of Employment prior to the Vesting Date due to the death, Disability or Retirement of the Grantee or in connection with the sale or disposition of one or more stations, magazines or other business units, all of the Restricted Stock shall vest immediately prior to such Termination of Employment.  For purposes of this Agreement, “Retirement” shall mean a Termination of Employment other than for Cause at a time when either:

For purposes of Section 5(b), years of service to the Company, whether completed before or after the Date of Grant, shall be included.

(c) If the Grantee has a Termination of Employment that is effected by the Company or a Subsidiary due to the elimination of the Grantee’s position (other than in connection with the sale or disposition of one or more stations, magazines or other business units) prior to the Vesting Date, then the portion of the Restricted Stock that shall vest immediately prior to such Termination of Employment is equal to the total number of shares of Restricted Stock times a fraction, the numerator of which is the number of days from the Date of Grant to the date of the Termination of Employment and the denominator of which is the number of days between the Date of Grant and the Vesting Date.  If the calculation in the preceding sentence results in a fractional share, the number of shares which are not forfeited will be rounded up to the next whole share.  The remaining shares of Restricted Stock shall be forfeited and returned to the Company.

(d) Following the forfeiture of a share of Restricted Stock, the Grantee shall no longer hold any rights as a shareholder with respect to the forfeited shares of the Restricted Stock, and such forfeited shares shall no longer be outstanding.

6.   Certificates for Restricted Stock .  Following the Date of Grant, the Company may issue a certificate in respect of the Restricted Stock in the name of the Grantee and, if so, shall hold such certificate of deposit for the account of the Grantee until the expiration of the Restricted Period.  Each such certificate shall bear the following legend:

The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Emmis Communications Corporation 2015 Equity Compensation Plan and an Agreement entered into between the registered owner and Emmis Communications Corporation.  Copies of such Plan and Agreement are on file in the office of the Secretary of Emmis Communications Corporation, One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204.

Upon issuance of such certificate, the Grantee shall be deemed to have appointed the Company as its agent to sell, transfer or assign the Restricted Stock in such manner as the Company deems appropriate, provided that such sale, transfer or assignment is not prohibited by the terms of this Agreement or the Plan.  In addition, if requested by the Company, following the issuance of such certificate, the Grantee shall execute a stock power endorsed in blank and shall promptly deliver such stock power to the Company.

7.  Grantee's Rights as Stockholder .  If a certificate is issued for the Restricted Stock, then during the Restricted Period: (i) the Grantee shall have the right to vote any Restricted Stock which has not been forfeited hereunder; and (ii) the Grantee shall have the right to receive any declared distribution (provided, however, that if the distribution is in the form of Stock or other securities, the Stock or other securities shall be subject to the same restrictions as the Restricted Stock).  Except as otherwise provided in this Agreement, the Grantee shall have none of the rights of a shareholder in respect of the Restricted Stock.

8.  Delivery of Shares Upon Expiration of Restricted Period.   Upon the expiration of the Restricted Period, the Company shall issue a certificate in respect to the Restricted Stock in the name of the Grantee.  Such certificate shall be free from any restrictive legend.  If the Company issued a certificate pursuant to Section 6, the Company shall (i) exchange the previously issued certificate in respect of the Restricted Stock for a new certificate in respect of such shares that does not bear the legend provided for in Section 6 above, (ii) deliver such new certificate to the Grantee and (iii) relinquish to the Grantee the stock power held by the Company pursuant to Section 6.

9. Adjustments for Changes in Capitalization of the Company .  If the Company is involved in any reorganization, reclassification, recapitalization, stock split, reverse stock split, stock dividend, share combination, merger, consolidation, asset spin‑off or similar event, the Committee will make equitable adjustments of the number of shares of Restricted Stock and all other matters relating to the Plan and the Restricted Stock (including the type of security or property to be delivered upon vesting), all in such manner as may be determined by the Committee in its discretion, in order to prevent dilution or enlargement of the Grantee’s rights under this Agreement.  The Committee’s determination is conclusive in these matters.  Any shares of Stock or other securities received by the Grantee as a result of any of the foregoing shall be subject to the same restrictions as the Restricted Stock.

10.  Delivery and Registration of Shares of Stock .  The Company's obligation to deliver shares of Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other federal, State or local securities legislation.  In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities legislation.  The Company shall not be required to deliver any shares under this Agreement prior to (i) the admission of such shares to listing on any stock exchange on which the shares of Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

11. Section 83(b) Election . The Grantee is not prohibited from making the election permitted under Section 83(b) of the Code ( i.e. , an election to include in such Grantee’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code), provided Grantee notifies the Company of such election within ten days of filing notice of the election with the Internal Revenue Service.

12.  Withholding Tax .  Upon vesting of the Restricted Stock (or at such earlier time if an election is made by the Grantee under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the value of the Restricted Stock in taxable income), the Company shall have the right to require the Grantee or other person receiving the Restricted Stock to pay the Company the amount of any taxes which the Company is required to withhold with respect to the Restricted Stock or, in lieu thereof, to retain, or sell without notice, a sufficient number of shares of the Restricted Stock held by it to cover the amount of tax required to be withheld.  Furthermore, the Company shall have the right to defer the delivery of shares and the release of the stock power, as provided in Section 8, following the expiration of the Restricted Period until arrangements satisfactory to the Company have been made with respect to any withholding obligations. The Company shall also have the right to deduct from all dividends paid with respect to the Restricted Stock the amount of any taxes which the Company or any Affiliate is required to withhold with respect to such dividend payments.

13.  Notices .  All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary, Emmis Communications Corporation, One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204.  All notices hereunder to the Grantee shall be delivered personally or mailed to the address of the Grantee's personal residence on file with the Company.  Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the other party.

14.  Plan and Plan Interpretations as Controlling .  The Restricted Stock and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling.  All determinations and interpretations of the Committee shall be binding and conclusive upon the Grantee or Grantee’s legal representatives with regard to any question arising hereunder or under the Plan.

15. Grantee's Service .  Nothing in this Agreement shall:  (i) limit the right of the Company or any of its Affiliates to terminate the Grantee's service as a director, officer or employee, for any or no reason or (ii) otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services of the Grantee.

16. Compliance with Laws and Regulations .

(a)  This Award of the Restricted Stock and the transactions described in the Plan and this Agreement are subject to compliance by the Company and the Grantee with all applicable requirements of law, including but not limited to federal and state securities laws, and with all applicable regulations of The Nasdaq Stock Market (or any other stock exchange, if applicable) on which the Stock may be designated or listed for trading at the time of the Award or the subsequent issuance of the Stock certificate following the expiration of the Restricted Period.

(b) It is further intended that the Restricted Stock is exempt from the requirements of Internal Revenue Code Section 409A. Therefore, as otherwise provided in the Plan, this Agreement shall be administered, interpreted, and construed to carry out such intention, and any provision of this Agreement that cannot be so administered, interpreted, and construed shall to that extent be disregarded and of no effect.

17. Entire Agreement; Governing Law; Attorneys’ Fees .  The Plan is incorporated into this Agreement by reference as if it appeared here in full.  The Plan and this Agreement together make up the entire agreement of the Company and Grantee with respect to the subject matter of this Agreement and supersede in their entirety all prior promises and agreements of the Company and Grantee with respect to the subject matter of this Agreement.  This Agreement is to be construed, administered and governed in all respects under and by the internal laws (but not the choice of law rules) of the State of Indiana.  Each of the Company and Grantee hereby submits to jurisdiction before any state or federal court of record in Marion County, Indiana.

IN WITNESS WHEREOF, this Restricted Stock Agreement is effective as of the Date of Grant.

Note: The Grantee will be deemed to have accepted the Restricted Stock unless the Grantee delivers a written notice of rejection to the Company within 120 days of the Date of Grant.

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of March 1, 2016, by and between EMMIS OPERATING COMPANY , an Indiana corporation (“Employer”), and PAUL BRENNER , an Indiana resident (“Executive”).

RECITALS

WHEREAS, Employer and its affiliates are engaged in the ownership and operation of certain radio, magazine and related operations, including Employer’s TagStation and NextRadio business (together, the “Emmis Group”).

WHEREAS, Employer desires to employ Executive and Executive desires to be so employed.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

AGREEMENT

1. Employment Status and Duties . Upon the terms and subject to the conditions set forth in this Agreement, Employer hereby employs Executive, and Executive hereby accepts exclusive employment with Employer. During the Term (as defined below), Executive shall serve as President – TagStation/NextRadio and/or in such other positions as may be assigned to Executive by Employer. Executive shall have such duties, functions, authority and responsibilities as are commensurate with such positions. Executive’s services hereunder shall be performed on an exclusive, full‑time basis in a professional, diligent and competent manner to the best of Executive’s abilities. Executive shall not undertake any outside employment or business activities without the prior written consent of Employer. Executive shall be permitted to serve on the board of charitable or civic organizations so long as such services: (i) are approved in writing in advance by Employer; and (ii) do not interfere with Executive’s duties and obligations under this Agreement. It is understood and agreed that the location for the performance of Executive’s duties and services pursuant to this Agreement shall be the offices designated by Employer in Indianapolis, Indiana. If Executive is elected as a member of the Board of Directors of ECC, he shall serve in such position without additional remuneration (unless Employer elects to remunerate “inside directors”) but shall be entitled to the benefit of indemnification pursuant to the terms of Section 17.9 . Executive shall also serve without additional remuneration as a director and/or officer of one (1) or more of Employer’s subsidiaries or affiliates (including but not limited to the Broadcaster Traffic Consortium, LLC (“BTC”) if appointed to such position(s) by Employer and shall be entitled to the benefit of indemnification pursuant to the terms of Section 17.9 .

2.     Term . The term of this Agreement shall be for a three (3) year period commencing on March 1, 2016 (the “Effective Date”) and continuing through and including February 28, 2019, unless earlier terminated in accordance with the provisions set forth in this Agreement (the “Term”). For purposes of this Agreement, the term “First Contract Year” shall mean the twelve (12) month period commencing on the Effective Date; the term “Second Contract Year” shall mean the twelve (12) month period commencing on the first anniversary of the Effective Date; and the term “Third Contract Year” shall mean the twelve (12) month period commencing on the second anniversary of the Effective Date (each, a “Contract Year”).

3.     Base Salary; Auto Allowance . Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive a base salary at an annualized rate (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below:

Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have

failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Employer’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11 ) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s insider trading policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for other senior management level employees.  

During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided , however , that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

4.     Incentive Compensation .

4.1      FY Bonus Amounts . Upon the terms and subject to the conditions set forth in this Section 4 , for each Contract Year, Executive shall be eligible to receive a performance bonus (each, an “Annual Bonus”) equal to the greater of:

(i)    a discretionary bonus of up to fifty percent (50%) of Executive’s Base Salary for the Contract Year, the exact amount of which, if any, shall be determined based upon attainment of certain performance and financial goals as determined each Contract Year by Employer, in its sole and absolute discretion; or

(iii)    an amount equal to (a) 1.0% of NextRadio/TagStation Revenue up to and including One Hundred Million Dollars ($100,000,000), and (d) 0.5% of NextRadio/TagStation Revenue in excess of One Hundred Million Dollars ($100,000,000). “NextRadio/TagStation Revenue” shall be calculated by Employer in its sole and absolute discretion using gross revenue actually received by Employer’s NextRadio, TagStation and related or ancillary businesses, less any payments to wireless carriers, handset manufacturers or other third parties; “NextRadio” means the FM radio receiving/listening mobile application developed by Employer (plus AM radio if developed), which is currently known as NextRadio; and “TagStation” means Employer’s cloud service for distributing visual and interactive materials in connection

with AM/FM/HD radio or other future digital radio developments (e.g., DAB/DAB+) broadcasts; which is currently known as TagStation.

4.2      BTC Bonus . Executive shall receive a bonus each Contract Year equal to ten percent (10%) of cash flows actually received by Employer from BTC, with the amount of such cash flows determined by the Employer in its sole and absolute discretion.

4.3      Equity Grants .

(i)      On or about the first day of the Term, when Employer grants equity incentive compensation to its senior management-level employees (but in no event later than ninety (90) days after the first day of the Term), Executive shall be granted an option (the “Option”) to acquire one hundred fifty thousand (150,000) shares of Class A Common Stock of ECC (“Shares”), which shall vest on February 28, 2019, and is subject to the terms of this Section 4.3 .

(ii)      Within one hundred eighty (180) days after the Effective Date, Executive shall be granted one hundred thousand (100,000) restricted Shares (“Restricted Shares”), which shall vest on February 28, 2019 and are subject to the terms of this Section 4.3 . Upon the vesting of any Restricted Shares, Employer shall withhold a sufficient number of Shares (not exceeding the minimum number required to be so withheld unless Executive requests withholding at a higher rate not to exceed Executive’s estimated total tax liability with respect to such Shares) to satisfy all federal, state and local withholding requirements.

(iii)      The Option granted pursuant to this Section 4.3 shall: (i) have an exercise price per share equal to the Fair Market Value (“FMV”) of the stock on the date of grant (as FMV is defined in the applicable Equity Compensation Plan, or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equity‑based awards to executive‑level employees of the Emmis Group (the “Plan”)); (ii) notwithstanding any other provisions in this Agreement, be granted according to the terms and subject to the conditions of the Plan; (iii) be evidenced by a written grant agreement containing such terms and conditions as are generally provided for other senior management‑level employees of the Emmis Group; (iv) be exercisable for Shares with such restrictive legends on the certificates in accordance with the Plan and applicable securities laws; and (v) not be entitled to any voting rights unless and until exercised. Employer shall use reasonable efforts to register the Shares subject to the award on a Form S-8 or other applicable registration statement at such time as the Shares are issued to Executive. The Option is intended to satisfy the regulatory exemption from the application of Section 409A (as defined below) for certain options for service recipient shares, and it shall be

administered accordingly. The Restricted Shares shall (i) be granted according to the terms and subject to the conditions of the Plan; (ii) be evidenced by a written grant agreement; and (iii) include a restrictive legend, if any, provided for by the Plan.

(i)      The equity grants made pursuant to this Section 4.3 and Section 4.4 (if any), along with those previously made to Executive, are intended to be inclusive of all equity grants to Executive during the Term (other than payments that are permitted under this Agreement to be made in Shares).

4.4      TagStation/NextRadio Incentive Stock Bonus . If Employer determines in its sole and absolute discretion that the free cash flow of Employer’s TagStation/NextRadio business equals or exceeds Ten Million Dollars ($10,000,000) in any twelve month period during the Term, Employer shall issue to Executive within ten (10) days after February 28, 2019, five hundred thousand (500,000) Shares, provided that Employer shall withhold a sufficient number of Shares (not exceeding the minimum number required to be so withheld unless Executive requests withholding at a higher rate not to exceed Executive’s estimated total tax liability with respect to such Shares) to satisfy all federal, state and local withholding requirements.

4.5      Payment of Bonus Amounts . Employer shall pay or cause to be paid to Executive the bonus amounts, if earned according to the terms and conditions set forth in Section 4.5 ; provided that, unless provided otherwise in Sections 4.1 , 4.2 , 4.4 , 9 , 10 , 11 or 12 of this Agreement, on the final day of the applicable measuring period for such bonus: (i) this Agreement is in full force and effect and has not been terminated for any reason (other than due to a material breach of this Agreement by Employer); and (ii) Executive is fully performing all of Executive’s material duties and obligations pursuant to this Agreement and is not in breach of any of the material terms and conditions of this Agreement (provided that Executive’s failure or inability to perform his duties and obligations because of his death or incapacity (pursuant to Section 11 ), including during leaves of absence, shall not be considered a breach of this Agreement or non-performance under this provision). In addition, it is understood and agreed that Employer may, at its sole election, pay any bonus amounts earned by Executive pursuant to this Section 4 in cash or Shares; provided that the Shares evidencing any portion thereof are registered with the SEC on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s insider trading policy and applicable federal and state law. In the event that Employer elects pursuant to this Section 4 to pay any Annual Bonus amounts in Shares, the percentage of such bonus amounts payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner

as, that utilized for other senior management level employees. Any Annual Bonus amounts earned by Executive pursuant to the terms and conditions of Section 4 shall be paid after the end of the Contract Year for which the bonus is earned (but in no event later than ninety (90) days after the end of such Contract Year). Any and all bonus amounts payable by Employer to Executive pursuant to this Section 4 shall be subject to applicable taxes and withholdings as required by law. Notwithstanding any other provisions of this Agreement, any bonus pursuant to Section 4 shall be paid to Executive by the earlier of the date specified herein or the date that is no later than two-and-a-half months after the end of either Employer’s or Executive’s first taxable year (whichever period is longer) in which any such bonus is no longer subject to a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

5.      Expenses; Travel . Employer shall pay or reimburse Executive for all reasonable expenses actually incurred or paid by Executive during the Term in connection with the performance of Executive’s services hereunder upon presentation of expense statements, vouchers or other supporting documentation as Employer may require of Executive; provided that, such expenses are otherwise in accordance with Employer’s policies applicable to senior management-level employees. Executive shall undertake such travel as may be required in the performance of Executive’s duties pursuant to this Agreement. Under no circumstances shall the Employer’s reimbursement for expenses incurred in a calendar year be made later than the end of the next following calendar year; provided, however, this requirement shall not alter the Employer’s obligation to reimburse Executive for eligible expenses on a current basis.

6.      Fringe Benefits .

6.1      Vacation and Other Benefits . Each Contract Year, Executive shall be entitled to four (4) weeks of paid vacation in accordance with Employer’s applicable policies and procedures for senior management level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other senior management level employees of Employer in accordance with and to the extent that Executive is eligible under the general provisions of Employer’s fringe benefit plans or programs; provided , however , that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.

6.2      Insurance and Estate Planning . Each Contract Year, Employer agrees to reimburse Executive in an amount not to exceed Five Thousand Dollars ($5,000) for the annual premium and other fees and expenses associated with estate planning services for Executive, including legal and tax services, and Executive’s purchase or maintenance of a life or disability insurance policy or other insurance policies on the life, or related to the care, of Executive. Executive shall be entitled to freely select and change the beneficiary or beneficiaries under such policy or policies.

Notwithstanding anything to the contrary contained in this Agreement, Employer’s obligations under this Section 6.2 are expressly contingent upon Executive providing required information and taking all necessary actions required of Executive in order to obtain and maintain the subject services, policy or policies, including without limitation passing any required physical examinations. Reimbursements pursuant to this Section 6.2 with respect to a Contract Year shall be made as soon as administratively feasible after Executive submits the information and documentation required for reimbursement; provided, however, under no circumstances shall such reimbursement be paid later than two-and-a-half months after the end of the calendar year or Employer’s taxable year in which such Contract Year commenced.

7.      Confidential Information .

7.1      Non‑Disclosure . Executive acknowledges that certain information concerning the business of the Emmis Group and its members (including but not limited to trade secrets and other proprietary information) is of a highly confidential nature, and that, as a result of Executive’s employment with Employer prior to and during the Term, Executive shall receive and develop proprietary and confidential information concerning the business of Employer and/or other members of the Emmis Group which, if known to Employer’s competitors, would damage Employer, other members of the Emmis Group and their respective businesses. Accordingly, Executive hereby agrees that during the Term and thereafter, Executive shall not divulge or appropriate for Executive’s own use, or for the use or benefit of any third party (other than Employer and its representatives, or as directed in writing by Employer), any information or knowledge concerning the business of Employer, or any other member of the Emmis Group, which is not generally available to the public other than through the activities of Executive. Executive further agrees that, immediately upon termination of Executive’s employment for any reason, Executive shall promptly surrender to Employer all documents, brochures, plans, strategies, writings, illustrations, client lists, price lists, sales, financial or marketing plans, budgets and any and all other materials (regardless of form or character) which Executive received from or developed on behalf of Employer or any member of the Emmis Group in connection with Executive’s employment prior to or during the Term. Executive acknowledges that all such materials shall remain at all times during the Term and thereafter the sole and exclusive property of Employer and that nothing in this Agreement shall be deemed to grant Executive any right, title or interest in such material.

7.2      Work Product . Executive acknowledges and agrees that all writings, works of authorship, technology, inventions, discoveries, ideas and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Executive individually or jointly with others during the Term by Employer and relating in any way to the business or contemplated business, research or development of the Emmis Group (regardless of when or where the Work Product is prepared or whose equipment or

other resources is used in preparing the same) and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of Employer. Executive acknowledges that, by reason of being employed by Employer at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by Employer. To the extent that the foregoing does not apply, Executive by these presents does hereby irrevocably assign to Employer, for no additional consideration, Executive’s entire right, title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit Employer’s rights, title or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that Employer would have had in the absence of this Agreement. During and after his employment, Executive agrees to reasonably cooperate with Employer to (a) apply for, obtain, perfect and transfer to Employer the Work Product as well as an Intellectual Property Right in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, executing and delivering to Employer any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents and instruments as shall be requested by Employer. Executive hereby irrevocably grants Employer power of attorney to execute and deliver any such documents on Executive’s behalf in his name and to do all other lawfully permitted acts to transfer the Work Product to Employer and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if Executive does not promptly cooperate with Employer’s request (without limiting the rights Employer shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by Executive’s subsequent incapacity. Executive understands that this Agreement does not, and shall not be construed to, grant Executive any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any confidential information, materials, software or other tools made available to him by Employer or the Emmis Group.

7.3      Injunctive Relief . Executive acknowledges that Executive’s breach of this Section 7 will cause irreparable harm and damage to Employer, the exact amount of which will be difficult to ascertain; that the remedies at law for any such

breach would be inadequate; and that the provisions of this Section 7 have been specifically negotiated and carefully written to prevent such irreparable harm and damage. Accordingly, if Executive breaches this Section 7 , Employer shall be entitled to injunctive relief (including attorneys’ fees and costs) enforcing this Section 7 to the extent reasonably necessary to protect Employer’s legitimate interests, without posting bond or other security.

8.      Non‑Interference; Non-Competition; Injunctive Relief .

8.1      Non‑Interference . During the Term, and for a period of two (2) years immediately following the expiration or early termination of the Term for any reason, Executive shall not, directly or indirectly, take any action (or permit any action to be taken by an entity with which Executive is associated) which has the effect of interfering with Employer’s or any member of the Emmis Group’s relationship (contractual or otherwise) with any person or entity as to which Executive engaged, directly or indirectly (or supervised such activity), in any solicitation, transaction, negotiation, or sales activity (including without limitation any written offers to provide products or services) or received any confidential information within the two years immediately preceding the expiration or termination of the Term.  Without limiting the generality of the foregoing, Executive specifically agrees that during such time period, neither Executive nor any entity with which Executive is associated shall solicit, hire or engage any employee of Employer or any member of the Emmis Group to provide services for Executive’s benefit or for the benefit of any other business or entity, or solicit or encourage them to cease their employment with Employer or such member of the Emmis Group for any reason.

8.2      Non‑Competition . Executive acknowledges the special and unique nature of Executive’s employment with Employer as a senior management level employee, and understands that, as a result of Executive’s employment with Employer prior to and during the Term, Executive has gained and will continue to gain knowledge of and have access to highly sensitive and valuable information regarding the operations of Employer and its subsidiaries and affiliated entities, including but not limited to the confidential information described more fully in Section 7.1 . Accordingly, Executive acknowledges Employer’s interest in preventing the disclosure of such information through the engagement of Executive’s services by any of Employer’s competitors following the expiration or termination of the Term for any reason. Consequently, during the Term and for a period of twelve (12) months immediately following the expiration or termination of the Term for any reason, Executive shall not, within the “Restricted Territory” (as defined below), directly or indirectly own, manage, operate, control, invest in, lend to, acquire an interest in, or otherwise engage or participate in (whether as an employee, independent contractor, consultant, partner, shareholder, joint venturer, investor, or any other type of participant), or use or permit Executive’s name to be used in, any business that is engaged in (a) the terrestrial radio broadcasting business or the city and regional magazine publishing business, or (b) development of mobile or other

applications using reception of AM, FM or HD radio broadcast signals as a content source, or (c) the use, development or sale of dynamic pricing software or services (a “Competitive Business”) if Executive directly or indirectly performs any duties, responsibilities or functions on behalf of the Competitive Business that (i) are the same, similar to or inclusive of the duties, responsibilities or functions Executive performed for the Employer during the Term, or (ii) would benefit from the use of any confidential information Employee received during the Term. At least five (5) business days prior to Executive’s commencement of any duties, responsibilities or functions for a Competitive Business, Executive and the Competitive Business shall provide Employer with a written notice that describes the duties, responsibilities and functions to be performed by Executive and certifies that such duties, responsibilities and functions will comply with the terms and conditions of this Agreement. “Restricted Territory”, with respect to subsection (a) above, shall mean any state or market in which a member of the Emmis Group owns or operates a radio station or magazine; with respect to subsection (b) above, shall mean the world, North America, Central America, South America, Europe, Africa, Asia, Australia or any market in which a member of the Emmis Group owns or operates a radio station or mobile or other application using reception of AM, FM or HD radio broadcast signals as a content source as of the termination date of Executive’s employment with Employer; and with respect to subsection (c) above, shall mean the world, North America, Central America, South America, Europe, Africa, Asia, Australia or any market in which a member of the Emmis Group sells, has within the last two (2) years sold, or has plans to sell dynamic pricing software or services as of the termination date of Executive’s employment with Employer. The parties acknowledge and agree that Employer’s business is generally located at least within the Restricted Territory, extends throughout the Restricted Territory and is not limited to any particular region of the Restricted Territory. As long as Executive does not engage in any activity prohibited by this Section 8.2 , Executive’s ownership of less than five percent (5%) of the issued and outstanding stock of any corporation whose stock is traded on an established securities market shall not constitute competition with Employer for the purpose of this Section 8.2 . Notwithstanding the foregoing, with Employer’s written consent, which shall not be unreasonably withheld, E xecutive may join a commercial enterprise with multiple divisions or business lines, even if a division or business line engages in a Competitive Business, if such Competitive Business represents an insignificant portion of the commercial enterprise’s operations and revenue and Executive's services are not primarily for the competitive divisions or business lines.

8.3      Injunctive Relief . Executive acknowledges and agrees that the provisions of this Section 8 have been specifically negotiated and carefully worded in recognition of the opportunities which will be afforded to Executive by Employer by virtue of Executive’s continued association with Employer during the Term, and the influence that Executive has and will continue to have over Employer’s employees, customers and suppliers. Executive further acknowledges that Executive’s breach of Section 8.1 or 8.2 herein will cause irreparable harm and damage to Employer, the exact amount of which will be difficult to ascertain; that

the remedies at law for any such breach would be inadequate; and that the provisions of this Section 8 have been specifically negotiated and carefully written to prevent such irreparable harm and damage. Accordingly, if Executive breaches Section 8.1 or 8.2 , Employer shall be entitled to injunctive relief (including attorneys’ fees and costs) enforcing Section 8.1 or 8.2 , to the extent reasonably necessary to protect Employer’s legitimate interests, without posting bond or other security. Notwithstanding anything to the contrary contained in this Agreement, if Executive violates Section 8.1 or 8.2 , and Employer brings legal action for injunctive or other relief, Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of noninterference set forth therein. Accordingly, the obligations set forth in Section 8.1 or 8.2 shall have the duration set forth therein, computed from the date such relief is granted but reduced by the time expired between the date the restrictive period began to run and the date of the first violation of the obligation(s) by Executive.

8.4      Construction . Despite the express agreement herein between the parties, in the event that any provisions set forth in this Section 8 shall be determined by any court or other tribunal of competent jurisdiction to be unenforceable for any reason whatsoever, the parties agree that this Section 8 shall be interpreted to extend only to the maximum extent as to which it may be enforceable, and that this Section 8 shall be severable into its component parts, all as determined by such court or tribunal.

9.      Termination of Agreement by Employer for Cause .

9.1      Termination . Employer may terminate this Agreement and Executive’s employment hereunder for Cause (as defined in Section 9.3 below) in accordance with the terms and conditions of this Section 9 . Following a determination by Employer that Executive should be terminated for Cause, Employer shall give written notice (the “Preliminary Notice”) to Executive specifying the grounds for such termination, and Executive shall have fifteen (15) business days after receipt of the Preliminary Notice to attempt to cure any acts or omissions giving rise to Cause, if under Section 9.3(i), and/or to respond to Employer in writing. If following the expiration of such fifteen (15) business day period Employer reaffirms its determination that Executive should be terminated for Cause, such termination shall be effective upon delivery by Employer to Executive of a final notice of termination.

9.2      Effect of Termination . In the event of termination for Cause
as provided in Section 9.1 above:

(i)      Executive shall have no further obligations or liabilities hereunder except Executive’s obligations under Sections 7 and 8 , which shall survive the termination of this Agreement, and except for any obligations arising in connection with any conduct of Executive described in Section 9.3 ;

(ii)      Employer shall have no further obligations or liabilities hereunder, except that Employer shall, not later than two (2) weeks after the termination date:

(a)      Pay to Executive any Base Salary which has been earned on or prior to the termination date, but which remains unpaid as of the termination date, in a lump-sum cash payment; and

(b)      Pay to Executive any bonus amounts which have been earned on or prior to the termination date pursuant to Section 4 , if any, but which are unpaid as of the termination date, in a lump-sum cash payment.

Additionally, Employer shall comply with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and the provisions of any Employer benefit plans in which Executive or Executive’s eligible dependents or beneficiaries are participating at the time of termination.

9.3      Definition of Cause . For purposes of this Agreement, “Cause” shall be defined to mean any of the following: (i) Executive’s failure, refusal or neglect to perform any of Executive’s material duties or obligations under this Agreement, or any material duties assigned to Executive consistent with the terms of this Agreement (Executive’s inability or failure to perform his obligations hereunder because of his death or incapacity, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11 , including during approved periods of absence, shall not be considered Cause for termination under this provision), or abide by any applicable policy of Employer, or Executive’s breach of any material term or condition of this Agreement, and continuation of such failure, refusal, neglect, or breach after written notice and the expiration of a fifteen (15) business day cure period; provided , however , that it is not the parties’ intention that the Employer shall be required to provide successive such notices, and in the event Employer has provided Executive with a notice and opportunity to cure pursuant to this Section 9.3 , Employer may terminate this Agreement for a subsequent breach similar or related to the breach for which notice was previously given or for a continuing series or pattern of breaches (whether similar or related) without providing notice and an opportunity to cure; (ii) commission of any felony or any other crime involving an act of moral turpitude which is harmful to Employer’s business or reputation; (iii) Executive’s action or omission, or knowing allowance of actions or omissions, which are in violation of any law or any of the rules or regulations of the Federal Communications Commission, or which otherwise jeopardize any of the licenses granted to Employer or any member of the Emmis Group in connection with the ownership or operation of any radio station; (iv) theft in any amount; (v) actual or threatened violence against any individual (in connection with his employment hereunder) or another employee; (vi) sexual or other prohibited harassment of others that is actionable under applicable laws; (vii) unauthorized disclosure or use of trade

secrets or proprietary or confidential information, as described more fully in Section 7.1 ; (viii) any action which brings Employer or any member of the Emmis Group into public disrepute, contempt, scandal or ridicule, and which is harmful to Employer’s business or reputation; (ix) any matter constituting cause or gross misconduct under applicable laws; and (x) failure to take any and all reasonable steps to maintain Executive’s authorization to live and work in the United States during the Term of this Agreement.

10.      Termination by Employer Without Cause or Voluntary Resignation by Executive for Good Reason .

10.1      Effect of the Termination . If during the Term Employer Terminates Executive’s Employment (as defined below) without Cause or Executive Terminates his Employment for Good Reason (as defined below), then:

(i)      Executive shall have no further obligations or liabilities hereunder, except Executive’s obligations under Sections 7 and 8 , which shall survive the termination of this Agreement.

(ii)      Employer shall have no further obligations or liabilities to Executive, except that Employer shall:

(a)    Pay to Executive any Base Salary which has been earned on or prior to the termination date, but which remains unpaid as of the termination date, in a lump-sum cash payment within two (2) weeks of the termination date; and

(b)    Pay to Executive any bonus amounts, if any, which Executive earned prior to the termination date pursuant to Section 4 but which are unpaid as of the termination date, in a lump-sum cash payment within two (2) weeks of the termination date; and

(c)    Pay to Executive an amount equal to the Base Salary then in effect, subject to any applicable tax withholding and deductions as required by law, in a lump-sum cash payment within two (2) weeks after the effective date of the general release referenced at the end of this Section 10.1 ; and

(d)    Pay to Executive an additional amount equal to the greater of (A) Executive’s Annual Bonus opportunity under Section 4.1(i) for the Contract Year in which the termination occurs, or (B) the amount Executive would have earned under Section 4.1(ii) for the Contract Year in which the termination occurs had such Contract Year ended on the termination date, in either case, payable in a lump-sum cash payment within two (2) weeks after the effective date of the general release referenced at the end of this Section 10.1 ; and    

(e)    Pay to Executive an additional amount equal to the amount Executive would have earned under Section 4.2 for the Contract Year in which the termination occurs had such Contract Year ended on the termination date, in either case, payable in a lump-sum cash payment within two (2) weeks after the effective date of the general release referenced at the end of this Section 10.1; and

(f)    Pay or reimburse Executive for a period of up to one (1) year any medical, dental or vision insurance premiums (up to the amount that Employer is paying on behalf of Executive and his eligible dependents immediately prior to the date of termination, e.g., the employer-paid premium) for the continuation of such health coverage for Executive and Executive’s dependents pursuant to the provisions of COBRA or applicable state law. If Executive becomes eligible to participate in any other group insurance program of another employer and elects coverage thereunder, these payments shall cease at that time; and

(g)    Accelerate in full the vesting of any equity granted to Executive prior to the termination date within two (2) weeks after the effective date of the general release referenced at the end of this Section 10.1 .

Each of the payments set forth in this Section 10.1(ii) shall be subject to any applicable tax withholding and deductions as required by law. As a material condition upon which Executive shall be entitled to receive the payments outlined in this Section 10.1(ii) (other than subsections (a) and (b) to which Executive shall be entitled without executing a general release), and as an inducement to Employer’s agreement to make such payments, Executive agrees to execute a general release in a form reasonably acceptable to Employer upon the termination of Executive’s employment.

10.2      Definition of Termination of Employment . For purposes of this Agreement, when capitalized, “Terminates Employment,” “Termination of Employment,” or any variation of that term means a separation from service within the meaning of Section 409A (defined below). If Executive’s employment terminates but does not qualify as a separation from service under Section 409A, then Executive shall become entitled to receive the severance pay and benefits set forth in this Agreement at such time as he incurs a separation from service.

10.3      Definition of Good Reason . For purposes of this Section 10 , the term “Good Reason” shall be defined to mean, without Executive’s written consent: (i) a reduction by Employer in Executive’s Base Salary or target Annual Bonus opportunity from the amounts set forth in this Agreement; (ii) failure of Employer

to provide an office to Executive, or Employer requiring Executive to work in an office that is more than thirty-five (35) miles from the location of the Employer’s principal executive offices at the time of this Agreement, except for required travel on business of the Employer to the extent substantially consistent with Executive’s business travel obligations, or (iii) a material breach of the terms of this Agreement by Employer; provided that Executive has given Employer notice of such breach within thirty (30) days of the initial occurrence of the event that is alleged to constitute Good Reason, such breach remains uncured in the thirty (30) day period after such notice, and Executive terminates his employment no later than ten (10) days after the cure period has expired. Employer shall not take any position that a resignation by Executive for Good Reason fails to constitute on involuntary separation from service for purposes of Section 409A.

10.4      Non-Renewal of Agreement. Employer’s non-renewal of this Agreement, and/or failure to offer Executive continued employment following the expiration of the Term shall not be deemed a termination without Cause and shall be subject to Section 13.

11.      Termination of Agreement by Employer for Incapacity .

11.1      Termination . If Executive shall become incapacitated (as defined in the Employer’s employee handbook or, if that is not applicable, as reasonably determined by Employer, in each case, consistent with state and/or federal law), Employer shall continue to compensate Executive under the terms of this Agreement without diminution and otherwise without regard to such incapacity or nonperformance of duties until Executive has been incapacitated for a cumulative period of ninety (90) days in any one hundred eighty (180) consecutive day period, at which time Employer may, in its sole discretion, elect to terminate Executive’s employment, subject to state and/or federal law. The date that Executive’s employment terminates pursuant to this Section 11 is referred to herein as the “Incapacity Termination Date.”

11.2      Obligations after Termination . Executive shall have no further obligations or liabilities hereunder after an Incapacity Termination Date except Executive’s obligations under Sections 7 and 8 , which shall survive the termination or expiration of this Agreement. After an Incapacity Termination Date, Employer shall have no further obligations or liabilities hereunder except that Employer shall, not later than two (2) weeks after an Incapacity Termination Date, pay to Executive those amounts described in Section 9.2(ii) ; provided , however , that in the event an Incapacity Termination Date occurs at least six (6) months after the commencement of a Contract Year during the Term, Employer shall pay to Executive a pro-rated portion of the Annual Bonus for the Contract Year during which the Incapacity Termination Date occurs, such amount to be determined in the sole discretion of Employer. Additionally, Employer shall comply with the provisions of COBRA and the provisions of any Employer benefit plans in which Executive or Executive’s

eligible dependents or beneficiaries are participating at the time of termination. Nothing in this Section 11 shall affect the amount of any benefits which may be payable to Executive under any insurance plan or policy maintained by Employer or Executive or pursuant to any Employer company practice, plan or program applicable to other executive-level employees of the Emmis Group.

12.      Death of Executive . This Agreement shall terminate immediately upon Executive’s death. In the event of such termination, Employer shall have no further obligations or liabilities hereunder except that Employer shall, not later than two (2) weeks after Executive’s date of death, pay or grant to Executive’s estate or designated beneficiary those amounts described in Section 9.2(ii) . Additionally, Employer shall comply with the provisions of COBRA and the provisions of any Employer benefit plans in which Executive or Executive’s eligible dependents or beneficiaries are participating at the time of termination. In the event that Executive dies after termination of this Agreement pursuant to Sections 9 , 10 or 11 , all amounts required to be paid by Employer prior to Executive’s death in connection with such termination that remain unpaid as of Executive’s date of death shall be paid to Executive’s estate or designated beneficiary. Nothing in this Section 12 shall affect the amount of any benefits which may be payable to Executive under any insurance plan or policy maintained by Employer or Executive or pursuant to any Employer company practice, plan or program applicable to other executive-level employees of the Emmis Group.

13.      Severance . Subject to the conditions set forth in this Section 13 , in the event that Employer does not offer Executive employment upon expiration of the Term on terms substantially similar to those contained herein (which shall include without limitation a Base Salary that is at least ninety-five percent (95%) of the Base Salary in effect at expiration of the Term) and Executive’s employment is terminated by Executive or Employer within ninety (90) days after expiration of the Term, Employer shall make a lump-sum severance payment to Executive in an amount equal to one year of Executive’s final Base Salary under this Agreement, subject to applicable taxes and withholdings (the “Severance Payment”) not later than two weeks after the effective date of the general release referenced below in this Section 13 . As a material condition upon which Executive shall be entitled to receive the Severance Payment, and as an inducement to Employer’s agreement to pay Executive the Severance Payment, Executive agrees to execute a general release in a form reasonably acceptable to Employer upon the termination of Executive’s employment. Executive shall not be entitled to any additional severance compensation upon the expiration of this Agreement other than the Severance Payment. Executive shall not be entitled to the Severance Payment for any reason other than as set forth in this Section 13 .

14.      Application of Internal Revenue Code Section 409A . Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also

incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Employer reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A.

It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if Employer (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of service, a “specified employee” of Employer or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Employer (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement.

This Agreement is intended to comply with Section 409A, and it is intended that no amounts payable hereunder shall be subject to tax under Section 409A. Employer shall use commercially reasonable efforts to comply with Section 409A with respect to payments of benefits hereunder.

15.      Adjustments for Changes in Capitalization of Employer . In the event of any change in Employer’s outstanding Shares during the Term by reason of any reorganization, recapitalization, reclassification, merger, stock split, reverse stock split, stock dividend, asset spin-off, share combination, consolidation or other event, the number and class of Shares and/or Option awarded pursuant to Section 4 (and any applicable Option exercise price) shall be adjusted by Employer in its sole and absolute discretion and, if applicable, in accordance with the terms of the Plan, and the option agreement evidencing the grant of the Option. The determination of the Employer shall be conclusive and binding. All adjustments pursuant to this Section 15 shall be made in a manner that does not result in taxation to the Executive under Section 409A.

16.      Notices . All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be made in writing and shall be deemed to have been made as of: (a) the date that is the next date upon which an overnight delivery service

(Federal Express, UPS or equivalent only) will make such delivery, if sent via such overnight delivery service, postage prepaid, (b) the date such delivery is made, if delivered in person to the notice party specified below, or (c) the date such delivery is made, if delivered via email. Such notice shall be delivered as follows (or to such other or additional address as either party shall designate by notice in writing to the other in accordance herewith):

(i)      If to Employer :

Emmis Operating Company

40 Monument Circle, Suite 700

Indianapolis, Indiana 46204

Attn: Jeffrey H. Smulyan

Email: Jeff@emmis.com

With a copy to :

Emmis Operating Company

40 Monument Circle, Suite 700

Indianapolis, Indiana 46204

Attn: Legal Department

Email: legal@emmis.com

(ii)      If to Executive, to Executive at Executive’s address in the personnel records of Employer.

17.      Miscellaneous .

17.1      Governing Law; Venue . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Indiana without regard to its conflict of law principles. Any action to enforce, challenge or construe the terms or making of this Agreement or to recover for its breach shall be litigated exclusively in a state court located in Marion County, Indiana, except that the Employer may elect, at its sole and absolute discretion, to litigate the action in the county or state where any breach by Executive occurred or where Executive can be found. Executive acknowledges and agrees that this venue provision is an essential provision of this Agreement and Executive hereby waives any defense thereto, including but not limited to, lack of personal jurisdiction, improper or wrong venue, or inconvenience.

17.2      Captions . The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of any of the terms and conditions of this Agreement.

17.3      Entire Agreement . As of the Effective Date, this Agreement shall supersede and replace, in all respects, the Employment Agreement between the parties effective March 1, 2013 and such agreement shall be of no further force or

effect. For purposes of the preceding sentence, any change in control, restricted stock, option and other benefits-related agreement shall not constitute a “prior employment agreement.”

17.4      Assignment . This Agreement, and Executive’s rights and obligations hereunder, may not be assigned by Executive to any third party; provided , however , that Executive may designate pursuant to Section 17.6 one (1) or more beneficiaries to receive any amounts that would otherwise be payable hereunder to Executive’s estate. Employer may assign all or any portion of its rights and obligations hereunder to any other member of the Emmis Group or to any successor or assignee of Employer pursuant to a reorganization, recapitalization, merger, consolidation, sale of substantially all of the assets or stock of Employer, or otherwise.

17.5      Amendments; Waivers . Except as expressly provided in the following sentence, this Agreement cannot be changed, modified or amended, and no provision or requirement hereof may be waived, without the written consent of Executive and Employer. Employer may amend this Agreement to the extent that Employer reasonably determines that such change is necessary to comply with Section 409A and further guidance thereunder, provided that such change does not reduce the amounts payable to Executive hereunder. The failure of a party at any time to require performance of any provision hereof shall in no manner affect the right of such party at a later time to enforce such provision. No waiver by a party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.

17.6      Beneficiaries . Whenever this Agreement provides for any payment to Executive’s estate, such payment may be made instead to such beneficiary as Executive may have designated in a writing filed with Employer. Executive shall have the right to revoke any such designation and to re‑designate a beneficiary by written notice to Employer (or to any applicable insurance company).

17.7      Change in Fiscal Year . If, at any time during the Term, Employer changes its fiscal year, Employer shall make such adjustments to the various dates and target amounts included herein as are necessary or appropriate, provided that no such change shall affect the date on which any amount is payable hereunder.

17.8      Executive’s Warranty and Indemnity . Executive hereby represents and warrants that Executive: (i) has the full and unqualified right to enter into and fully perform this Agreement according to each and every term and condition contained herein; (ii) has not made any agreement, contractual obligation or commitment in contravention of any of the terms and conditions of this Agreement or which would prevent Executive from performing according to any of the terms and conditions contained herein; and (iii) has not entered into any agreement with any prior employer or other person, corporation or entity which would in any way

adversely affect Executive’s or Employer’s right to enter into this Agreement. Furthermore, Executive hereby agrees to fully indemnify and hold harmless Employer and each of its subsidiaries, affiliates and related entities, and each of their respective officers, directors, employees, agents, attorneys, shareholders, insurers and representatives from and against any and all losses, costs, damages, expenses (including attorneys’ fees and expenses), liabilities and claims, arising from, in connection with, or in any way related to, Executive’s breach of any of the representations or warranties contained in this Section 17.8 .

17.9      Indemnification . Executive shall be entitled to the benefit of the indemnification provisions set forth in Employer’s Amended and Restated Articles of Incorporation and/or By‑Laws, or any applicable corporate resolution, as the same may be amended from time to time during the Term (not including any limiting amendments or additions, but including any amendments or additions that add to or broaden the protection afforded to Executive at the time of execution of this Agreement) to the fullest extent permitted by applicable law and the Director and Officer Indemnification Agreement executed by Executive and ECC dated December 15, 2011. Additionally, Employer shall cause Executive to be indemnified in accordance with Chapter 37 of the Indiana Business Corporation Law (the “IBCL”), as the same may be amended from time to time during the Term, to the fullest extent permitted by the IBCL as required to make Executive whole in connection with any indemnifiable loss, cost or expense incurred in Executive’s performance of Executive’s duties and obligations pursuant to this Agreement. Employer shall also maintain during the Term, and for a commercially reasonable period after the Term, an insurance policy providing directors’ and officers’ liability coverage in a commercially reasonable amount. It is understood that the foregoing indemnification obligations shall survive the expiration or termination of the Term.

17.10      Change in Control .   In the event of a “Change in Control,” the rights and obligations of Executive and Employer shall be set forth in the separate Change in Control Agreement executed by the parties, effective as of the date of this Agreement (the “CIC Agreement”). “Change in Control” shall have the meaning ascribed to it in the CIC Agreement.

17.11      Survival . The provisions of this Agreement shall survive the termination or expiration of this Agreement to the extent necessary in order to effectuate the intent of the parties hereunder, including without limitation Sections 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 16 and 17 .

[Signatures on Following Page]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

EMMIS OPERATING COMPANY
CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS EMMIS OPERATING COMPANY CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into, effective March 1, 2016 (the “Effective Date”), by and between EMMIS OPERATING COMPANY, an Indiana corporation (the “Company”), and Paul V. Brenner (“Executive”).

W I T N E S S E T H

WHEREAS, Executive is an officer and employee of the Company and also an officer of the Company’s sole shareholder, Emmis Communications Corporation (“Parent”) and that the Company derives a material benefit from compensation to executives that is provided by Parent; and

WHEREAS, the Company considers the establishment and maintenance of sound and vital management to be essential to protecting and enhancing the best interests of the Company; and

WHEREAS, the Company recognizes that, as is the case with many operating subsidiaries of publicly held corporations, the possibility of a change in control may arise and that such possibility may result in the departure or distraction of management personnel to the detriment of the Company; and

WHEREAS, the Company has determined that it is in the best interests of the Company to secure Executive’s continued services and to ensure Executive’s continued and undivided dedication to his duties in the event of any threat or occurrence of a “Change in Control” (as defined in Section 1).

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1. Definitions . As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a)      “Affiliate” means, with respect to a specified person, a person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified.

(b)      “Base Salary” means Executive’s gross base salary, regardless of whether payable directly by the Company in cash or the stock compensation program or a similar program.

(c)      “Board” means the Board of Directors of Parent. The board of directors of the Company agree to cause the Company to implement any and all directions of the Board hereunder.

(d)      “Bonus Amount” means the greater of (i) the highest annual incentive bonus earned by Executive from the Company (and/or its Affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive’s Date of Termination (annualized in the event Executive was not employed by the Company (or its Affiliates) for the whole of any such fiscal year), or (ii) if the Date of Termination occurs before Executive has been employed for a full fiscal year and before the date on which the Company generally pays bonuses to its executives for the fiscal year in which Executive’s employment commenced, 25% of Executive’s Base Salary for the fiscal year of the Company which includes the Executive’s Date of Termination.

(e)      “Cause” means (i) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a notice of Termination without Cause by the Company or delivering a notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties; provided that Executive has not cured such failure or commenced such performance within 30 days after such demand is given to Executive, or (ii) the willful engaging by Executive in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company or its Affiliates. For purpose of the preceding sentence, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company (or upon the instructions of the Company’s chief executive officer or another senior officer of the Company) shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to Executive a copy of a resolution duly adopted by three‑quarters (3/4) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clause (i) or (ii) has occurred and specifying the particulars thereof in detail. The Company must notify Executive of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

(f)      “Change in Control” means any of the following: (i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than an Affiliate

or any employee benefit plan (or any related trust) of Parent or an Affiliate, and other than Jeffrey H. Smulyan or an Affiliate of Mr. Smulyan) (a “Person”) becomes after the date hereof the beneficial owner of 35% or more of either the then outstanding Stock or the combined voting power of the then outstanding voting securities of Parent entitled to vote in the election of directors, except that no Change in Control shall be deemed to have occurred solely by reason of any such acquisition by a corporation with respect to which, after such acquisition, more than 60% of both the then outstanding common shares of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote in the election of directors are then beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the Stock and voting securities of Parent immediately before such acquisition in substantially the same proportion as their ownership, immediately before such acquisition, of the outstanding Stock and the combined voting power of the then outstanding voting securities of Parent entitled to vote in the election of directors; (ii) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided that any individual who becomes a director after the Effective Date whose election, or nomination for election by Parent’s shareholders, was approved by a vote or written consent of at least two-thirds of the directors then comprising the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Parent (as such terms are used in Rule 14a-11 under the Exchange Act); (iii) the consummation of (A) a merger, reorganization or consolidation with respect to which the individuals and entities who were the respective beneficial owners of the Stock and voting securities of Parent immediately before such merger, reorganization or consolidation do not, after such merger, reorganization or consolidation, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled to vote in the election of directors of the corporation resulting from such merger, reorganization or consolidation, or (B) the sale or other disposition (or series of sales and/or other dispositions over time resulting in a sale and/or other disposition) of all or substantially all of the assets of the Company or Parent to any Person or Persons as part of the Company’s or Parent’s plan to sell or otherwise dispose of all or substantially all of such assets; (iv) the approval by the shareholders of the Company or Parent of a liquidation or dissolution of the Company or Parent; (v) Parent ceasing to own at least a majority of the common stock of the Company; or (vi) such other event(s) or circumstance(s) as are determined by the Board to constitute a Change in Control. Notwithstanding the foregoing provisions of this definition, a Change in Control shall be deemed not to have occurred with respect to Executive, if he is, by written agreement executed prior to such Change in Control, a participant on his own behalf in a transaction in which the persons with whom he has the written agreement (and/or their Affiliates) Acquire Parent (as defined below) and, pursuant to the written agreement, Executive has (or has the right to acquire) an equity interest in the resulting entity.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person acquires beneficial ownership of more than 35% of the

then outstanding Stock as a result of the acquisition of the Stock by Parent which reduces the number of shares of Stock outstanding; provided , that if after such acquisition by Parent such person becomes the beneficial owner of additional Stock that increases the percentage of outstanding Stock beneficially owned by such person, a Change in Control shall then occur.

For the purposes of this definition, “Acquire Parent” means the acquisition of beneficial ownership by purchase, merger, or otherwise, of either more than 50% of the Stock (such percentage to be computed in accordance with Rule 13d-3(d)(1)(i) of the SEC under the Exchange Act) or substantially all of the assets of Parent or its successors; “person” means such term as used in Rule 13d-5 of the SEC under the Exchange Act; “beneficial owner” means such term as defined in Rule 13d-3 of the SEC under the Exchange Act; and “group” means such term as defined in Section 13(d) of the Exchange Act.

(g)      “Code” means the Internal Revenue Code of 1986, as amended, and regulations and rulings thereunder. References to a particular section of the Code shall include references to successor provisions.

(h)      “Date of Termination” means the effective date of the Termination of Executive’s Employment.

(i)      “Disability” means Termination of Executive’s Employment by the Company (A) on account of Executive’s disability or incapacity in accordance with Executive’s written employment agreement with the Company, if such agreement contains provisions relating to Termination of Employment for disability or incapacity, or (B) except as provided in clause (A), on account of Executive’s disability or incapacity in accordance with the Company’s policies applicable to salaried employees without a written employment agreement, as in effect immediately before the Change in Control.

(j)      “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a particular section of, or rule under, the Exchange Act shall include references to successor provisions.

(k)      “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(i)      a material diminution in Executive’s authority, duties, or responsibilities; provided, however, Good Reason shall not be deemed to occur upon a change in duties or responsibilities (other than reporting responsibilities) that is solely and directly a result of Parent no longer being a publicly traded entity that does not involve another event described in this Subsection (l);

(ii)      a material breach by the Company or an Affiliate of the Company of this Agreement or an employment agreement to which the Executive and the Company or an Affiliate of the Company are parties;

(iii)      a material reduction by the Company in Executive’s rate of annual Base Salary, as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter (with a reduction or series of reductions exceeding 5% of Base Salary being deemed material);

(iv)      any requirement of the Company that Executive (A) be based anywhere more than thirty-five (35) miles from the office where Executive is based at the time of the Change in Control, if such relocation increases Executive’s commute by more than twenty (20) miles, or (B) travel on Company business to an extent materially greater than the travel obligations of Executive immediately prior to such Change in Control;

(v)      the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 9(b).

Notwithstanding the preceding, an event described above shall not be considered an event of Good Reason, unless the Executive provides notice to the Company of the existence of such event of Good Reason within ninety (90) days after its first occurrence and the Company fails to cure such event within thirty (30) days after receiving Executive’s notice. Executive’s right to Terminate Employment for Good Reason shall not be affected by Executive’s incapacity due to mental or physical illness, and Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided , however , that Executive must Terminate Employment within ninety (90) days following the end of the thirty (30) day cure period specified above, or such event shall not constitute a termination for Good Reason under this Agreement.

(l)      “Qualifying Termination” means a Termination of Executive’s Employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason. Termination of Executive’s employment on account of death, Disability, or Retirement shall not be treated as a Qualifying Termination.

(m)      “Retirement” means Executive’s Termination of Employment by reason of retirement (not including any mandatory early retirement) in accordance with the Company’s retirement policy generally applicable to its salaried employees, as in effect immediately prior to the Change in Control, or in accordance with any retirement arrangement established with respect to Executive with Executive’s written consent; provided , however , that under no circumstances shall a resignation with Good Reason be deemed a Retirement.

(n)      “SEC” means the Securities and Exchange Commission.

(o)      “Stock” means the Class A Common Stock and the Class B Common Stock of Parent, par value $.01 per share.

(p)      “Termination of Employment”, “Terminates Employment”, or any variation thereof means Executive’s separation from service within the meaning of Code Section 409A(a)(2)(A)(i).

(q)      “Termination Period” means the period of time beginning with a Change in Control and ending two (2) years following such Change in Control. Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s Employment is Terminated prior to a Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred following a Change in Control; (ii) Executive reasonably demonstrates that such termination (or Good Reason event) was at the request of a Person who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, or was otherwise made in connection with a Change in Control; and (iii) a Change in Control involving such third party or an Affiliate of such third party (or a party competing with such third party to effectuate a Change in Control) does occur, then for purposes of this Agreement, the date immediately prior to the date of such Termination of Employment or event constituting Good Reason shall be treated as a Change in Control. For purposes of determining the timing of payments and benefits to Executive under Section 4, the date of the actual Change in Control shall be treated as Executive’s Date of Termination under Section l(h).

2.      Obligation of Executive . In the event of a tender or exchange offer, proxy contest, or the execution of any agreement which, if consummated, would constitute a Change in Control, Executive agrees not to voluntarily leave the employ of the Company, other than as a result of Disability, Retirement or an event which would constitute Good Reason if a Change in Control had occurred, until the Change in Control occurs or, if earlier, such tender or exchange offer, proxy contest, or agreement is terminated or abandoned.

3.      Term of Agreement . This Agreement shall be effective on the date hereof and shall continue in effect until the Company shall have given three (3) years’ written notice of cancellation; provided , that , notwithstanding the delivery of any such notice, this Agreement shall continue in effect for a period of two (2) years after a Change in Control, if such Change in Control shall have occurred during the term of this Agreement. Moreover, if Executive is party to a written employment agreement with the Company at the time of a Change in Control, and such agreement would otherwise expire during the Termination Period, the term of such agreement shall automatically be extended to the end of the Termination Period or, if earlier, Executive’s Retirement. Notwithstanding anything in this Section to the contrary, except as provided in the second sentence of Section 1(r), this Agreement shall terminate if Executive or the Company Terminates Executive’s Employment prior to a Change in Control.

4.      Payments Upon Termination of Employment .

(a)      Qualifying Termination - Severance . If during the Termination Period, the Employment of Executive shall Terminate pursuant to a Qualifying Termination, the Company shall provide to Executive:

(i)      within ten (10) days following the Date of Termination a lump-sum cash amount equal to the sum of (A) Executive’s Base Salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) an amount equal to (I) fifty percent (50%) of Executive’s Base Salary at the rate in effect on the Change in Control (or, if higher, the rate in effect on Termination of Employment), multiplied by (II) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and (C) any accrued vacation pay, in each case to the extent not theretofore paid; plus

(ii)      within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) three (3) times Executive’s highest annual rate of Base Salary during the 36-month period immediately prior to Executive’s Date of Termination plus (ii) three (3) times Executive’s Bonus Amount.

(b)      Qualifying Termination - Benefits . If during the Termination Period, the Employment of Executive shall Terminate pursuant to a Qualifying Termination, the Company shall:

(i)      for a period of three (3) years following Executive’s Date of Termination, continue to provide Executive (and Executive’s dependents, if applicable) with the same level of accident and life insurance benefits upon substantially the same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive’s Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided , that , if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted;

(ii)      for the period beginning on Executive’s Date of Termination and continuing for up to 18 months thereafter, reimburse Executive for COBRA premiums paid by Executive for continuation coverage for Executive (and Executive’s dependents, if applicable) under the Company’s medical and dental benefits plan, with such reimbursement being taxable to Executive (any reimbursement required by this paragraph (ii) may be accomplished by the Company’s direct payment of such premium, with such payment taxable to Executive, or by Company reimbursing Executive for such premium within thirty (30) days after Executive’ s payment thereof);

(iii)      for the period beginning 19 months after Executive’s Date of Termination and ending 36 months after Executive’s Date of Termination, reimburse Executive for the cost of purchasing coverage substantially similar to that purchased under the Company’s medical and dental benefits plan pursuant to paragraph (ii) above (with no additional pre-existing condition exclusion), with such reimbursement being taxable to Executive (any reimbursement required by this paragraph (iii) may be accomplished by the Company’s direct payment of such premium, with such payment taxable to Executive, or by Company reimbursing Executive for such premium within thirty (30) days after Executive’ s payment thereof);

Notwithstanding the foregoing, (A) in the event Executive (or, if applicable, Executive’s dependent) becomes ineligible for COBRA continuation coverage during the first 18 months following Executive’s Date of Termination, such person shall not be eligible for further coverage under paragraph (ii) or (iii), and (B) subject to the limitations in clause (A), in the event Executive becomes employed by another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in paragraphs (i) through (iii) shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder;

(iv)      for two years following the Executive’s Date of Termination (or such shorter period ending upon the subsequent employment of Executive at a level of service commensurate with Executive’s positions with the Company on the Date of Termination), provide outplacement services for Executive from a provider selected by the Company and at the Company’s expense;

(v)      make such additional payments and provide such additional benefits to Executive as the Company and Executive may agree in writing, or to which Executive may be entitled under the compensation and benefit plans, policies, and arrangements of the Company.

(c)      Nonqualifying Termination . If during the Termination Period the Employment of Executive shall Terminate other than by reason of a Qualifying Termination, the Company shall pay to Executive within thirty (30) days following the Date of Termination, a lump-sum cash amount equal to the sum of Executive’s Base Salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, and any accrued vacation pay, to the extent not theretofore paid. The Company may make such additional payments and provide such additional benefits to Executive as the Company and Executive may agree in writing, and the Company shall provide Executive with those payments and benefits to which Executive may be entitled under the compensation and benefit plans, policies, and arrangements of the Company or any employment agreement with the Company or an Affiliate of the Company.

(d)      Stock Rights . In the event of a Change in Control, all restricted Stock and all options, stock appreciation rights, and/or other stock rights held by Executive with respect to Stock that are exempt from Section 409A (“Stock Rights”) which are not fully vested (and exercisable, if applicable) shall become fully vested and exercisable as of a time established by the Board, which shall be no later than a time preceding the Change in Control which allows Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the Change in Control transaction. If the Change in Control transaction is structured so that stock participating therein at one time is or may be treated differently from stock participating therein at a different time ( e.g. , a tender offer followed by a squeeze-out merger), the Board shall interpret this Subsection (d) to provide for the required vesting acceleration in a manner designed to allow Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the earliest portion of the Change in Control transaction. If the consummation of a Change in Control transaction is uncertain ( e.g. , a tender offer in which the tender of a minimum number of shares is a condition to closing, or a voted merger or proxy contest in which a minimum number of votes is a condition to closing), the Board shall apply this Subsection (d) by using its best efforts to determine if and when the Change in Control transaction is likely to close, and proceeding accordingly. To the extent necessary to implement this Subsection d), each agreement reflecting a Stock Right, and each plan, if any, pursuant to which a Stock Right is issued, if any, shall be deemed amended.

(e)      Delay in Payments to Specified Employees . Notwithstanding any other provision of this Agreement, if Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i), distributions pursuant to this Section shall be delayed to the earliest day on which such payments are permitted by Code Section 409A(a)(2)(B)(i) and the regulations thereunder.

5.      Certain Additional Payments by the Company .

(a)      If it is determined (as hereafter provided) that any payment or distribution by the Company or any Affiliate to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then (i) if reduction of the amount payable pursuant to paragraph 4(a)(ii) by no more than ten percent (10%) would result in no Excise Tax being imposed, the amount in paragraph 4(a)(ii) shall be reduced to the minimum extent necessary to result in no Excise Tax being imposed, and (ii) if clause (i) does not apply, Executive will be entitled to receive an additional payment or payments (a “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect

to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b)      Subject to the provisions of Section 5(f) hereof, all determinations required to be made under this Section 5, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, will be made by a nationally recognized firm of certified public accountants (the “Accounting Firm”) selected by Executive in his sole discretion. Executive will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 15 calendar days after the date of Executive’s termination of employment, if applicable, and any other such time or times as may be requested by the Company or Executive. If the Accounting Firm determines that any Excise Tax is payable by Executive, the Company will pay the required Gross-Up Payment to Executive within five business days after receipt of such determination and calculations. If the Accounting Firm determines that no Excise Tax is payable by Executive, it will, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal, state, local income or other tax return. Subject to the provisions of this Section 5, any determination by the Accounting Firm as to the amount of the Gross-Up Payment will be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that an Underpayment is made and the Company exhausts or fails to pursue its remedies pursuant to Section 5(f) hereof and Executive thereafter is required to make a payment of any Excise Tax, Executive will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment will be promptly paid by the Company to, or for the benefit of, Executive within five business days after receipt of such determination and calculations.

(c)      The Company and Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company, Parent or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 5(b) hereof.

(d)      The federal, state and local income or other tax returns filed by Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive. Executive will make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax

return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of Executive’s federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, Executive will within five business days pay to the Company the amount of such reduction.

(e)      The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 5(b) and (d) hereof will be borne by the Company. If such fees and expenses are initially advanced by Executive, the Company will reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof.

(f)      Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification will be given as promptly as practicable but no later than 10 business days after Executive actually receives notice of such claim and Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by Executive). Executive will not pay such claim prior to the earlier of (i) the expiration of the 30-calendar-day period following the date on which he gives such notice to the Company and (ii) the date that any payment of amount with respect to such claim is due. If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive will:

(i)      provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

(ii)      take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company;

(iii)      cooperate with the Company in good faith in order effectively to contest such claim; and

(iv)      permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless Executive, on an after-tax basis, for and against any Excise Tax or income

tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 5(f), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 5(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided that Executive may participate therein at his own cost and expense) and may, at its option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company will determine; provided, however, that if the Company directs Executive to pay the tax claimed and sue for a refund, the Company will advance the amount of such payment to Executive on an interest-free basis and will indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(g)      If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 5(f) hereof, Executive receives any refund with respect to such claim, Executive will (subject to the Company’s complying with the requirements of Section 5(f) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 5(f) hereof, a determination is made that Executive will not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial or refund prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 5.

(h)      To the extent that earlier payment is not required by the preceding provisions of this Section, the Company shall pay amounts required to be paid pursuant to this Section not later than the end of the calendar year next following the calendar year in which Executive remits the related taxes.

6.      Withholding Taxes . The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom. In the case of the withholding of an Excise Tax, such withholding shall be consistent with any determination made under Section 5.

7.      Reimbursement of Expenses . If any contest or dispute shall arise under this Agreement involving termination of Executive’s employment with the Company or involving the failure or refusal of the Company and/or Parent to perform fully in accordance with the terms hereof, the Company shall reimburse Executive, on a current basis, for all reasonable legal fees and expenses, if any, incurred by Executive in connection with such contest or dispute (regardless of the result thereof); provided , however , Executive shall be required to repay any such amounts to the Company to the extent that a court or an arbitration panel issues a final order from which no appeal can be taken, or with respect to which the time period to appeal has expired, setting forth that Executive has not wholly or partially prevailed on at least one material issue in dispute. The amount of expenses eligible for reimbursement in one year pursuant to this Section shall not affect the amount of expenses eligible for reimbursement in any following year. Under no circumstances shall the Company’s reimbursement for expenses incurred in a calendar year be made later than the end of the next following calendar year; provided, however, this requirement shall not alter the Company’s obligation to reimburse Executive for eligible expenses on a current basis.

8.      Scope of Agreement . Nothing in this Agreement shall be deemed to entitle Executive to continued employment with the Company or any Affiliate of the Company, and if Executive’s employment with the Company shall terminate prior to a Change in Control, Executive shall have no further rights under this Agreement (except as otherwise provided hereunder); provided , however , that any Termination of Executive’s Employment during the Termination Period shall be subject to all of the provisions of this Agreement.

9.      Successors; Binding Agreement .

(a)      This Agreement shall not be terminated by any Change in Control or other merger, consolidation, statutory share exchange, sale of substantially all the assets or similar form of corporate transaction involving the Company (a “Business Combination”). In the event of any Business Combination, the provisions of this Agreement shall be binding upon the surviving corporation, and such surviving corporation shall be treated as the Company hereunder. For purposes of clarity only, a corporation acquiring substantially all of the assets of the Company shall be a “surviving corporation” for purposes of the preceding sentence.

(b)      The Company agrees that in connection with any Business Combination, it will cause any successor entity to the Company unconditionally to assume (and for any parent corporation in such Business Combination to guarantee), by written instrument delivered to Executive (or his beneficiary or estate), all of the obligations of the Company and Parent hereunder. Failure of the Company to obtain such assumption and guarantee prior to the effectiveness of any such Business Combination that constitutes a Change in Control, shall be a breach of this Agreement and shall constitute Good Reason hereunder, with the event of Good Reason occurring on the date on which such Business Combination becomes effective.

(c)      This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.

10.      Notice . (a)  For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when actually received or, if mailed, three days after mailing by registered or certified mail, return receipt requested, or one business day after mailing by a nationally recognized express mail delivery service with instructions for next-day delivery, addressed as follows:

If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

If to the Company or Parent:

Emmis Operating Company
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn.: Legal Department

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b)      A written notice of Executive’s Date of Termination by the Company or Executive, as the case may be, to the other, shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination of Executive’s Employment under the provision so indicated and (iii) specify the termination date (which date shall be not less than fifteen (15) (thirty (30), if termination is by the Company for Disability) nor more than sixty (60) days after the giving of such notice). The failure by Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

11.      Full Settlement; Resolution of Disputes . The Company’s obligation to make any payments and provide any benefits pursuant to this Agreement and otherwise to perform its obligations hereunder shall be in lieu and in full settlement of all other

severance payments to Executive under any other severance or employment agreement between Executive and the Company, and any severance plan of the Company; provided , however , that if any such other agreement or plan would provide Executive with a greater payment or more or longer benefits in respect of any particular item described hereunder (e.g., severance, welfare benefits), then Executive shall receive such particular item of payment and/or benefit pursuant to such other agreement or plan, in lieu of receiving that particular item pursuant to this Agreement; and provided further , retention bonuses and/or completion bonuses shall not be considered severance pay for purposes of this Section. The Company’s obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable and benefits provided to Executive under any of the provisions of this Agreement and, except as provided in Section 4(b), such amounts shall not be reduced whether or not Executive obtains other employment. The parties agree that any controversy or claim of either party hereto arising out of or in any way relating to this Agreement, or breach thereof, shall be settled by final and binding arbitration in Indianapolis, Indiana by three arbitrators in accordance with the applicable rules of the American Arbitration Association, and that judgment upon any award rendered may be entered by the prevailing party in any court having jurisdiction thereof. The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section.

12.      Employment by Affiliates of the Company . Employment by the Company for purposes of this Agreement shall include employment by any Affiliate.

13.      Survival . The respective obligations and benefits afforded to the Company and Executive as provided in Sections 4 (to the extent that payments or benefits are owed as a result of a Termination of Employment that occurs during the term of this Agreement), 5 (to the extent that Payments are made to Executive as a result of a Change in Control that occurs during the term of this Agreement), 6, 7, 9(c) and 11 shall survive the termination of this Agreement.

14.      GOVERNING LAW; VALIDITY . THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF INDIANA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, OF SUCH PRINCIPLES OF ANY OTHER JURISDICTION WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF INDIANA. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

15.      Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

16.      Miscellaneous . No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder, including, without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, his estate or his beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, his estate or his beneficiaries under any other employee benefit plan or compensation program of the Company.

[signatures appear on the following page(s)]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

Parent hereby acknowledges and agrees to perform all of its obligations hereunder, including without limitation obligations with respect to the Board hereunder and with respect to Stock and all options, stock appreciation rights, and/or other stock rights held by Executive.