This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of March 1, 2004, by and between
EMMIS OPERATING COMPANY , an Indiana corporation (“Employer” or “Emmis”), and JEFFREY H.
SMULYAN , an Indiana resident (“Executive”).
WHEREAS, Employer and its subsidiaries are engaged in the ownership and operation of certain radio and
television stations, magazines, and related operations (together, the “Emmis Group”); and
WHEREAS, Employer desires to employ Executive as its Chairman of the Board and Chief Executive Officer
to supervise, manage and direct the business and operations of the Emmis Group; and
WHEREAS, Executive desires to be employed by Employer in such capacity.
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:
1. Employment Status. 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).
2. Term. The term of Executive’s employment shall commence on March 1, 2004, and continue until
February 29, 2008 (the “Term”). This Agreement shall expire at the end of the Term unless earlier terminated in
accordance with the terms of this
Agreement. For purposes of this Agreement, the term “Contract Year” shall be defined to mean each twelve
(12) month period commencing on March 1, 2004, and on each anniversary thereof during the Term. The term
“First Contract Year” shall refer to the period commencing on March 1, 2004, and ending on February 28,
2005; “Second Contract Year” shall refer to the period commencing on March 1, 2005, and ending on
February 28, 2006; “Third Contract Year” shall refe