exv10w3



 






Exhibit 10.3




Restricted Stock Agreement

(Non-Tax Vesting Option)




SCPRS NO. A-                    




     The right to receive shares of restricted stock is awarded by Emmis Communications Corporation
(the “Company”) to the Participant named below (the “Participant”) upon the following terms and
conditions:



     1. Definitions. For purposes of this Agreement and any amendments hereto, the terms
defined in the Company’s 2006 Stock Compensation Program which establishes the terms and conditions
of certain Awards (the “Program”) under the Company’s 2004 Equity Compensation Plan (such Plan, as
supplemented by the Program, the “Plan”), when capitalized, shall have the same meanings as the
meanings ascribed to them for purposes of the Plan, unless a different meaning is set forth herein,
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:



	 	 	 	 	 
	 

	 	Participant:
	 	                                        
	 
	 	 	 	 
	 

	 	Address:
	 	                                        
	 
	 	 	 	 
	 

	 	 	 	                                        
	 
	 	 	 	 
	 

	 	Restricted Stock Participation Percentage
	 	___%
	 
	 	 	 	 
	 

	 	Date of Award:
	 	January 1, 2006
	 
	 	 	 	 
	 

	 	Restricted Period:
	 	The period beginning with the
Date of Award and ending on the
earlier of (A), the date on
which the Shares are delivered
after January 1, 2007 or (B) the
date of termination of the
Participant’s employment by the
Company for any reason other
than Cause or the voluntary
termination by the Participant
or (C) such earlier date as the
Committee may determine pursuant
to Section 4.






     2. Reference to Plan. The Restricted Stock is awarded pursuant to the Plan, the terms and
conditions of which are incorporated herein by reference. No amendment of the Plan adopted after
the Date of Award shall apply to the Restricted Shares unless, by its express provisions, it is
effective retroactive to the Date of Award or some earlier date. No such retroactive amendment
may, without the consent of the Participant, adversely affect the rights of the Participant under
this Agreement.



     3. Share Award. The Company has awarded to the Participant, subject to the terms and
conditions of the Plan and subject to the terms and conditions of this Agreement shares of Emmis
Stock with a value equal to the sum of (i) the Participant’s Base Restricted Stock Amount divided
by 90% of the Initial Value (rounded up to the nearest full share), and (ii) the Participant’s
Enhanced Restricted Stock Amount, if any, divided by 80% of the Initial Value (rounded up to the
nearest full share).



     4. Restrictions on Transfer. Ownership of the Restricted Shares will vest in the
Participant at the expiration of the Restricted Period, subject to the provisions of Section 5.
Prior to the expiration of the Restricted Period, the Participant may not sell, assign or transfer
the Restricted Shares, except as hereinafter provided. The Compensation 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 Shares and thereby to cause ownership of such Restricted
Shares to vest in the Participant at an earlier date, whenever the Compensation Committee may
determine that such action is appropriate by reason of changes in applicable tax or other laws or
by reason of other changes and circumstances occurring after the Date of Award.



     5. Forfeiture.



     (a) The Restricted Shares shall be forfeited and returned to the Company if the Participant
ceases to be employed by the Company prior to January 1, 2007 as a result of a voluntary
termination of employment by the Participant or a termination of the Participant’s employment by
the Company for Cause. However, the provisions of this section shall not be deemed to limit the
authority of the Compensation Committee under Section 4 to declare ownership of the Restricted
Shares fully vested in the Participant due to a change in applicable laws or other circumstances,
notwithstanding the failure of any of such conditions to be satisfied.



     (b) If the Participant’s employment by the Company ends prior to January 1, 2007 other than
for those reasons set forth in Section 5(a) hereof, then a portion of the Restricted Shares shall
be forfeited and returned to the Company. The portion of the Restricted Shares that will vest in
the Participant upon the occurrence of such an event and will not be forfeited is equal to the
total



 









 




number of Restricted Shares times a fraction, the numerator of which is the number of days from the
beginning of the Restricted Period to the date the Participant’s employment is terminated and the
denominator of which is the number of days in the Restricted Period. If the calculation in the
preceding sentence results in a fractional share, the number of Restricted Shares which are not
forfeited will be rounded up to the next whole share.




     6. Participant’s Rights as Stockholder. Except as otherwise provided herein and during
the Restricted Period, the Participant, as owner of the Restricted Shares, shall have none of the
rights of a stockholder in respect of the Restricted Shares.



     7. Issuance of Shares Upon Expiration of Restricted Period. As soon as administratively
practicable after the expiration of the Restricted Period, and subject to Section 10, the Company
shall issue the Restricted Shares in the name of the Participant. Such Shares shall be free from
any restrictive legend.



     8. Adjustments for Changes in Capitalization of the Company. In the event of any change
in the outstanding shares of Emmis Stock subsequent to the Date of Award by reason of any
reorganization, recapitalization, stock split, stock dividend, reverse stock split, share
combination, reclassification, merger, consolidation, asset spin-off or similar event of or by the
Company, the number and class of Restricted Shares covered by this Agreement shall be equitably
adjusted by the Compensation Committee, whose determination shall be conclusive. Any shares of
Emmis Stock or other securities received by the Participant, as a result of any of the foregoing,
with respect to Restricted Shares that are subject to the restrictions contained in Sections 4 and
5 shall also be subject to such restrictions.



     9. Delivery and Registration of Shares of Stock. The Company’s obligation to deliver
shares of Emmis Stock hereunder shall, if the Compensation Committee so requests, be conditioned
upon the receipt of a representation as to the investment intention of the Participant or any other
person to whom such shares are to be delivered, in such form as the Compensation 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 Emmis 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 Compensation Committee shall determine to be necessary or advisable.



     10. Withholding Tax. Upon vesting of ownership in the Restricted Shares in the
Participant, and prior to the delivery of any certificates pursuant to Section 7, the Company shall
have the right to require the Participant or other person receiving the Restricted Shares to pay
the Company the amount of any taxes which the Company is required to withhold with respect to the
Restricted Shares or, in lieu thereof, to retain, or sell without notice, a sufficient number of
the Restricted Shares held by it to cover the amount required to be withheld. The Company shall
have the right to deduct from all dividends paid with respect to the Restricted Shares the amount
of any taxes which the Company or any Affiliate is required to withhold with respect to such
dividend payments.



     11. Notices. All notices hereunder to the Company shall be delivered or mailed to it
addressed to the Secretary, Emmis Communications Corporation, One Emmis Plaza, 140 Monument Circle,
Suite 700, Indianapolis, Indiana 46204. All notices hereunder to the Participant shall be
delivered personally or mailed to the Participant’s address noted above. Such addresses for the
service of notices may be change at any time provided written notice of the change is furnished in
advance to the other party.



     12. Plan and Plan Interpretations as Controlling. The Restricted Shares 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 Compensation Committee shall
be binding and conclusive upon the Participant or his legal representatives with regard to any
question arising hereunder or under the Plan.



     13. Participant’s Service. Nothing in this Agreement shall limit the right of the Company
or any of its affiliates to terminate the Participant’s service as a director, officer or employee,
or otherwise impose upon the Company or any of its affiliates any obligation to employ or accept
the services of the Participant.