exv10w6



 





Exhibit 10.6




March 1, 2008




Patrick Walsh

c/o Emmis Communications Corporation

40 Monument Circle, Suite 500

Indianapolis, IN 46204





Re: Amendment to Employment Agreement



Dear Pat:




     This letter shall confirm our agreement to amend your employment agreement with Emmis
Operating Company dated September 4, 2006, (the “Agreement”), upon the terms and subject to the
conditions set forth in this letter (the “Amendment”). Any capitalized words or phrases used and
not defined in this Amendment shall have the meanings ascribed to them in the Agreement. This
shall confirm that the parties have agreed as follows:


1. Section 6.4 is hereby deleted in its entirety and replaced with the following:




     “Completion Bonus. On or about September 3, 2009, Executive shall receive Twenty
Thousand (20,000) Shares (the “Completion Shares”) and Two Hundred Thousand Dollars ($200,000) (the
“Completion Payment”); provided, that (i) this Agreement is in effect on September
3, 2009 and has not been terminated for any reason (other than a material breach of this Agreement
by Employer); and (ii) Executive has fully performed all of Executive’s duties and obligations
under this Agreement throughout the Term and is not in breach of any of the material terms and
conditions of this Agreement. The Completion Shares shall be freely transferable when delivered to
Executive subject to Employer’s securities trading policy and applicable federal and state law.
Employer shall have the right, in its sole and absolute discretion, to pay Executive the value of
the Completion Shares (in the same manner applied to other senior management level employees) in
cash in lieu of granting Executive the Completion Shares. Employer may pay all or a portion of the
Completion Payment in Shares in the same manner utilized for other senior management level
employees. The Completion Shares and the Completion Payment shall be subject to withholding for
applicable taxes and as otherwise required by law.”


2. The following sentence shall be added at the end of Section 11.4:




     “Notwithstanding the preceding provisions or any provision of Exhibit A, Employer
shall have the right to amend the Change in Control Agreement to the extent



 









 




that it reasonably deems such amendment necessary to comply with the requirements of Code Section
409A.”



3. Section 11.5(g) shall be deleted in its entirety and replaced with the following language:




     “(g) Grant or pay to Executive The Completion Shares and Completion Payment, in the manner
otherwise prescribed in Section 6.4 within two (2) weeks after the termination date (subject to
applicable tax withholding and deductions as required by law).”


4. In Section 14, “David O. Barrett, Esq.” is deleted and replaced in its entirety with “Ian D.
Arnold, Esq.”



5. Section 15.12 is hereby deleted in its entirety and replaced with the following:




     “16. Gross Up for Taxes Imposed Under Code Section 409A.




     16.1 Employer’s Gross-Up Obligation. This Agreement is intended to comply
with Code Section 409A, and it is intended that no amounts payable hereunder shall be
subject to tax under Section 409A. If, however, Executive pays taxes imposed pursuant to
Code Section 409A, Employer shall reimburse Executive to the extent provided in Section
16.2 or 16.3.




     16.2 Reimbursement by Agreement. If, before Executive’s tax return due date
for the year in which an amount is paid hereunder, (i) Employer reasonably determines that
part or all of the amounts payable pursuant to this Agreement during the year was subject
to taxes under Code Section 409A, or (ii) Executive reasonably determines that part or all
of such amounts was subject to taxes under Code Section 409A, and Employer agrees with
Executive’s determination (such agreement not to be unreasonably withheld, conditioned or
delayed), Employer shall reimburse Executive for any taxes under Code Section 409A with
respect to such payment and any additional federal, state, or local income or employment
taxes imposed on Executive due to the foregoing reimbursement, so that the after-tax
payment to Executive is equal to the after-tax amount that Executive would have received if
Code Section 409A had not applied. Employer shall pay the reimbursement required by the
preceding sentence only if Executive provides acceptable proof of payment within sixty (60)
days after having paid the taxes subject to reimbursement. If Executive provides
acceptable proof to Employer within such period, Employer shall pay the reimbursement
required by this Section 16.2 as soon as administratively feasible (and under no
circumstances more than one hundred twenty (120) days) after receiving such proof.




     16.3 Reimbursement following Audit. If Employer does not report any portion
of the amounts payable to Executive hereunder as subject to taxes under Code Section 409A,
and as a result of a later tax audit by the Internal Revenue Service, Executive is required
to pay taxes under Code Section 409A, Employer



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shall reimburse Executive for any taxes under Code Section 409A with respect to such
payment, any interest and penalties imposed on Executive for the failure to make timely
payment of such taxes (with respect to any period before the end of the audit), and any
additional federal, state, or local income or employment taxes imposed on Executive due to
the foregoing reimbursement, so that the after-tax payment to Executive is equal to the
after-tax amount that Executive would have received if Code Section 409A had not applied.
Employer shall pay the reimbursement required by the preceding sentence only if Executive
provides acceptable proof of payment within sixty (60) days after having paid the taxes
subject to reimbursement. If Executive provides acceptable proof to Employer within such
period, Employer shall pay the reimbursement required by this Section 16.3 as soon
as administratively feasible (and under no circumstances more than one hundred twenty (120)
days) after receiving such proof.”



     All of the terms and conditions set forth in the Agreement shall remain unchanged and in full
force and effect unless specifically modified in this Amendment. This Amendment shall be
incorporated by reference into the Agreement and made a part thereof. In the event of any conflict
between any provision of this Amendment and any provision of the Agreement, this Amendment shall
govern and control.



     Please sign below where indicated to signify your acceptance of the terms and conditions set
forth in this Amendment. Should you have any questions about this Amendment, please let me know.
I look forward to much continued success together.



Sincerely,




/s/ Jeffrey H. Smulyan

Jeffrey H. Smulyan

Chairman and Chief Executive Officer

Emmis Operating Company




	 	 	 
	ACCEPTED AND AGREED:

	 	 
	 
	 	 
	/s/ Patrick Walsh
	 	 
	 

Patrick Walsh

	 	 







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