This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of March 1, 2002, by and between
EMMIS OPERATING COMPANY, an Indiana corporation ("Employer" or "Emmis"), and WALTER Z.
BERGER, 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 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 employment with Employer.
2. Term. The term of Executive's employment shall commence on March 1, 2002, and continue until February
28, 2006 (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, 2002, and on each anniversary thereof
during the Term. The term "First Contract Year" shall refer to the period commencing on March 1, 2002, and
ending on February 28, 2003; "Second Contract Year" shall refer to the period commencing on March 1, 2003,
and ending on February 29, 2004; "Third Contract Year" shall refer to the period commencing on March 1,
2004, and ending on February 28, 2005; "Fourth Contract Year" shall refer to the period commencing on March
1, 2005, and ending on February 28, 2006. It is understood and agreed that, in the event Employer does not
intend to provide Executive with a written