EMMIS COMMUNICATIONS CORPORATION
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT is entered into as of the 11th day of August, 2003 (the “Effective Date”) by and between EMMIS
COMMUNICATIONS CORPORATION, an Indiana corporation (the “Company”), and GARY THOE (“Executive”).
W I T N E S S E T H
WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to
protecting and enhancing the best interests of the Company and its stockholders; and
WHEREAS, the Company recognizes that, as is the case with many 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 its stockholders; and
WHEREAS, the Compensation Committee of the “Board” (as defined in Section 1) has determined that it is in the best
interests of the Company and its stockholders 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) of the Company; and
WHEREAS, the Compensation Committee, at a meeting held on June 25, 2003, has authorized the Company to enter into
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
(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) “Board” means the Board of Directors of the Company.
(c) “Bonus Amount” means the greate