EX-10.30






Exhibit 10.30




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (“Agreement”) is effective as of March 1, 2009 (the “Effective
Date”), by and between EMMIS OPERATING COMPANY, an Indiana company (“Employer”), and J. SCOTT
ENRIGHT, an Indiana resident (“Executive”).



RECITALS




     WHEREAS, Employer and its affiliates are engaged in the ownership and operation of certain
radio, magazine and related operations (together, the “Emmis Group”); and



     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 Executive
Vice President, General Counsel and Secretary. Executive shall have such duties, functions,
authority and responsibilities as are commensurate with the position. 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. Employer consents
to Executive’s continued involvement with the Milton and Rose D. Friedman Foundation, Inc., so long
as such involvement does not interfere with Executive’s duties and obligations under this
Agreement. Executive shall be permitted to serve on the board of other 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 Emmis Communications Corporation
(“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 17.10. Executive shall also serve without additional remuneration as
a director and/or officer of one (1) or more of Employer’s subsidiaries or affiliates if appointed
to such position(s) by Employer and shall also be entitled to the benefit of indemnification
pursuant to the terms of Section 17.10.



 









 





     2. Term. The term of this Agreement shall commence on the Effective Date and continue
through and including February 29, 2012, 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 be defined to mean the twelve (12) month period commencing on the
Effective Date; the term “Second Contract Year” shall be defined to mean the twelve (12) month
period commencing on the first anniversary of the Effective Date; the term “Third Contract Year”
shall be defined to 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 an annualized base
salary (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:



	 	 	 	 	 
	First Contract Year:
	 	$	325,000	*
	 
	Second Contract Year:
	 	$	350,000	 
	 
	Third Contract Year:
	 	$	375,000	 








 




			
	*	 	Executive agrees to accept a 5% reduction to the Base Salary for the First Contract
Year; provided any other payments to be made to Executive that are calculated using Base
Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as
defined below) payments) shall be calculated without regard to such 5% reduction. For
purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base
Salary of $308,750 for the First Contract Year.





     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 Company’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



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determined in the same manner as, that utilized for the Key Executive Group. The term “Key
Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer,
President — Publishing Division, and President — International (or, if any of those positions are
no longer comparable to Executive’s position, any other positions mutually agreed upon by the
parties).



     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 Option Grant. Immediately upon approval of this Agreement by the
Compensation Committee, 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 29, 2012, subject to the terms of this Section 4.1.
Executive acknowledges and agrees that an option to acquire Thirty Thousand (30,000) Shares
was awarded on March 2, 2009 and such Shares shall be credited against the Option to
acquire One Hundred Fifty Thousand (150,000) Shares set forth in the preceding sentence.
The Option granted pursuant to this Section 4.1 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 management-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 management-level employees of the
Emmis Group; and (iv) be exercisable for Shares with such restrictive legends on the
certificates in accordance with the Plan and applicable securities laws. 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 granted pursuant to this Section 4.1 is intended to satisfy the regulatory
exemption from the application of Code Section 409A for certain options for service
recipient shares, and it shall be administered accordingly.




     4.2 Fiscal Year Bonus Amounts. Upon the terms and subject to the conditions
set forth in this Section 4, following the conclusion of each of Employer’s fiscal
years ending February 28, 2010, February 28, 2011 and February 29, 2012 (each, a “Fiscal
Year”), Executive shall be eligible to receive one (1) performance bonus in an annualized
target amount equivalent to Fifty percent (50%) of Executive’s total Base Salary earned
during the subject Fiscal Year (each, a “Fiscal Year Bonus”), the exact amount of which, if
any, shall be



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determined based upon Executive’s attainment of certain performance and financial
goals as determined each Fiscal Year by the Compensation Committee of ECC’s Board of
Directors (the “Compensation Committee”), in its sole and absolute discretion, and
communicated to Executive within ten (10) days after a final determination by the
Compensation Committee.




     4.3 Prior Contract Completion Bonus. In full satisfaction of amounts due to
Executive under Executive’s prior employment agreement, (i) Executive shall receive a
payment of One Hundred Thirty Two Thousand Dollars ($132,000) upon execution of this
Agreement and (ii) shall receive payments of Twenty Five Thousand Dollars ($25,000) on each
of May 31, 2009, August 31, 2009, November 30, 2009, and February 28, 2010 (collectively,
the “Prior Contract Completion Bonus”). The Prior Contract Completion Bonus shall be paid
to Executive as set forth above provided that for any particular payment: (i) this
Agreement is in effect on the applicable payment date, or prior to such date Executive’s
employment has been terminated without Cause or for Good Reason (pursuant to Section
10), incapacity (pursuant to Section 11) or death (pursuant to Section
12), and (ii) Executive has fully performed all of Executive’s material duties and
obligations under this Agreement throughout the Term or until his date of termination and
was 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). Employer will have the right, in its sole and absolute discretion, to pay all
or a portion of the Prior Contract Completion Bonus in Shares, but only if such Shares
satisfy the resale and listing requirements noted above.




     4.4 Completion Bonus. Except as provided below, on the condition that
Executive remains employed by Employer, on a full-time, continuous basis, through February
29, 2012, Employer shall make a cash payment to Executive in the amount of $375,000 (the
“Completion Bonus”). The Completion Bonus shall be paid to Executive within two (2) weeks
after February 29, 2012.




     Notwithstanding the foregoing, if Executive’s employment is terminated prior to
February 29, 2012 and such termination is: (a) due to Executive’s death, (b) on account of
Executive’s incapacity pursuant to Section 11, (c) by Employer other than for Cause
pursuant to Section 10, (d) by Executive for Good Reason pursuant to Section
10, or (e) due to a “Qualifying Termination” (as defined in the CIC Agreement)
following a Change in Control, then Employer shall pay to Executive, within two (2) weeks
after termination of his employment, a pro-rata portion of the Completion Bonus. Any
pro-rated portion of the Completion Bonus shall be based upon the number of calendar days
elapsed between the Effective Date and the date of termination divided by the total number
of calendar days between the Effective Date and February 29, 2012.



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     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
Sections 4.2 through 4.4; provided that, unless provided otherwise in
Sections 4.2 through 4.4 or Sections 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 4.5 to pay
any Fiscal Year 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 the Key Executive Group. Any
Fiscal Year Bonus amounts earned by Executive pursuant to the terms and conditions of
Section 4.2 shall be paid after the end of the Fiscal Year for which the bonus is
earned (but in no event later than ninety (90) days after the end of such Fiscal 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 Sections
4.2 through 4.4 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. Executive shall undertake such travel as may be
required in the performance of Executive’s duties pursuant to this Agreement.



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     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 executive-level employees. Executive shall also be eligible to
participate in and receive the fringe benefits generally made available to other
executive-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



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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 Ownership of Materials. Employer shall solely and exclusively own all
rights of every kind and nature in perpetuity and throughout the universe in: (i) the
results and proceeds of Executive’s services pursuant to this Agreement; and (ii) any
business, financial, sales or marketing plans and strategies, documents, presentations or
other similar materials, regardless of kind or character, each of which Executive
acknowledges is a work specially ordered by Employer which shall be considered to be a
“work made for hire” for Employer. The exclusive legal title to all of the aforesaid
works, matters, and materials and all secondary and derivative rights therein, shall
belong, at all times, to Employer.




     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 relationship (contractual or otherwise) with: (i) on-air talent of any
member of the Emmis Group; or (ii) any other employee of any member of the Emmis Group.
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 on-air talent or other employee of any member of the Emmis
Group or any other employee of 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



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encourage them to cease their employment with any 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 engage directly or indirectly in, or become
employed by, serve as an agent or consultant to, or become an officer, director, partner,
principal or shareholder of, any corporation, partnership or other entity which is engaged
in the terrestrial radio broadcasting business, or the city and regional magazine
publishing business, in any market in which Employer owns or operates a radio station or
magazine as of the termination date of Executive’s employment with Employer. As long as
Executive does not engage in any other activity prohibited by the immediately preceding
sentence, 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.




     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




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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 ten (10) days after receipt of the Preliminary Notice to attempt to
cure any acts or omissions giving rise to Cause, if applicable, and/or to respond to
Employer in writing. If following the expiration of such ten (10) 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; and




     (b) Pay to Executive any bonus amounts which have been earned on or
prior to the termination date pursuant to



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Section 4, if any, but
which remain unpaid as of the termination date.




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
ten (10) 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 or not 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; and (ix) any matter constituting
cause or gross misconduct under applicable laws.



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




     10.1 Effect of the Termination. If 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 hereunder,
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;




     (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;




     (c) Pay to Executive a lump-sum cash payment within two (2) weeks of
the termination date equal to the total amount of Base Salary that would
have been payable to Executive hereunder had the termination not occurred
for a period that is the lesser of one (1) year from the termination date
or the period between the termination date and February 29, 2012, subject
to any applicable tax withholding and deductions as required by law;




     (d) Pay or reimburse, for the period applicable under Section
10.1(ii)(c) above, 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;




     (e) Pay the full amount of Executive’s bonus opportunity pursuant to
Section 4.2, as applicable, in a lump-sum cash payment within two
(2) weeks after the termination date, for the Fiscal Year in which the
termination occurs, subject to



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applicable tax withholding;




     (f) Pay the Prior Contract Completion Bonus described
in Section 4.3 in the amounts set forth therein, in a
lump-sum cash payment within two (2) weeks after the termination date,
subject to applicable taxes and withholding;




     (g) Pay the Completion Bonus described in Section 4.4 in the
amounts set forth therein, in a lump-sum cash payment within two (2) weeks
after the termination date, subject to applicable taxes and withholding;
and




     (h) Accelerate in full the vesting of any equity granted to Executive
prior to the termination date within two (2) weeks after the termination
date (subject to applicable tax withholding and deductions as required by
law).




     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).




     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 Fiscal Year 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 Company’s principal executive offices at
the time of this Agreement, except for required travel on business of the Company 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.



     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), 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



12









 







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. 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 Sections 4.3, 4.4 and 9.2(ii);
provided, however, that in the event an Incapacity Termination Date occurs
at least six (6) months after the commencement of a Fiscal Year during the Term, Employer
shall pay to Executive a pro-rated portion of the Fiscal Year Bonus for the Fiscal 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
senior-management-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
Sections 4.3, 4.4 and 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.



     13. Termination of the Agreement because of Non-renewal. If this Agreement expires on
February 29, 2012 and is not renewed or extended by the parties, Executive shall have no further
obligations or liabilities hereunder, except Executive’s obligations under Sections 7 and
8, which shall survive the expiration of this Agreement. Employer shall have the
liabilities and obligations set forth in Section 9.2(ii) above, and shall pay the Fiscal
Year Bonus, if any, in accordance with Section 4.2, and the Completion Bonus in accordance
with Section 4.4 within two (2) weeks after the expiration of the Agreement.



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 Options awarded
pursuant to Section 4 (and any applicable Option exercise price) shall be adjusted by the
Compensation Committee 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 Compensation Committee shall be conclusive and binding. All adjustments
pursuant to



14









 







this Section shall be made in a manner that does not result in taxation to the
Executive under Code 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 three (3) days after the date of mailing, if sent via the U.S. postal
service, postage-prepaid, (b) the date that is the next date upon which an overnight delivery
service (Federal Express, UPS or DHL only) will make such delivery, if sent via such overnight
delivery service, first-class, postage prepaid, (c) the date such delivery is made, if delivered in
person to the notice party specified below, or (d) 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:


Ian D. Arnold, Esq.

Vice President and Associate General Counsel

Emmis Communications Corporation

40 Monument Circle, Suite 700

Indianapolis, Indiana 46204



With a copy to:



Emmis Communications Corporation

40 Monument Circle, Suite 700

Indianapolis, Indiana 46204

Attn: Legal Department





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



     17. Miscellaneous.




     17.1 Governing Law. 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.




     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. This Agreement shall supersede and replace, in all
respects, any prior employment agreement entered into between the parties and any such
agreement shall immediately terminate and be of no further force or effect. For purposes
of the preceding sentence, any change in control, restricted



15









 







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 Code 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



16









 







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 Venue. 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 of lack of personal jurisdiction or improper venue.




     17.10 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. 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.




     17.11 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 and attached to this Agreement as Exhibit
A (the “CIC Agreement”). “Change in Control” shall have the meaning ascribed to it in
the CIC Agreement.




     17.12 Survival. Provision of this Agreement shall survive the termination or
expiration of this Agreement to the extent necessary in order to



17









 







effectuate the intent of
the parties hereunder, including without limitation Sections 7, 8,
9, 10, 11 and 12.



[Signatures on Following Page]




18









 








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



	 	 	 	 	 
	 	EMMIS OPERATING COMPANY 

(“Employer”)

 	 
	 	By:  	/s/ Jeffrey H. Smulyan
 	 
	 	 	Jeffrey H. Smulyan 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	J. SCOTT ENRIGHT

(“Executive”)

 	 
	 	/s/ J. Scott Enright
 	 
	 	J. Scott Enright