This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of September 9, 2002, by and between
EMMIS OPERATING COMPANY, an Indiana corporation ("Employer" or "Emmis"), and MICHAEL
LEVITAN, 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; and
WHEREAS, Employer desires to employ Executive as an executive, and Executive desires to be so employed.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises 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 employment with Employer.
2. Term. The term of Executive's employment shall commence on September 9, 2002, and continue until
February 28, 2005 (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 "First Partial Year" shall
be defined to mean the period commencing on September 9, 2002 and ending on February 28, 2003; the term
"First Full Contract Year" shall be defined to mean the period commencing on March 1, 2003 and ending on
February 29, 2004; and the term "Final Contract Year" shall be defined to mean the period commencing on
March 1, 2004 and ending on February 28, 2005 (each, a "Contract Year").
3. Executive's Position, Duties and Authority.
3.1 Position. Employer shall employ Executive, and Executive shall serve as an executive of Employer, and of any
successor of Employer by merger, acquisition of substantially all of the assets or stock of Employer, or otherwise.
Executive shall serve as Senio