EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT      This EMPLOYMENT AGREEMENT ("Agreement") is effective as of December 15, 2008 (the "Effective Date"), by and between EMMIS OPERATING COMPANY , an Indiana company ("Employer"), and PATRICK WALSH , an Indiana resident ("Executive"). RECITALS      WHEREAS, Employer and its affiliates are engaged in the ownership and operation of certain radio, magazine and related operations (together, the "Emmis Group"); and      WHEREAS, Employer desires to employ 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: AGREEMENT      1.  Employment Status and Duties . 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), Executive shall serve as Chief Financial Officer and Chief Operating Officer. Executive shall have direct operating responsibility for the domestic radio division and such other duties, functions, authority and responsibilities as are commensurate with the position of Chief Financial Officer. Executive’s services hereunder shall be performed on an exclusive, full-time basis in a professional, diligent and competent manner to the best of Executive’s abilities. Executive shall not undertake any outside employment or business activities without the prior written consent of Employer. Executive shall be permitted to serve on the board of charitable or civic organizations so long as such services: (i) are approved in writing in advance by Employer; and (ii) do not interfere with Executive’s duties and obligations under this Agreement. It is understood and agreed that the location for the performance of Executive’s duties and services pursuant to this Agreement shall be the offices designated by Employer in Indianapolis, Indiana. If Executive is elected as a member of the Board of Directors of Emmis Communications Corporation ("ECC"), he shall serve in such position without additional remuneration (unless Employer elects to remunerate "inside directors") but shall be entitled to the benefit of indemnification pursuant to the terms of Section 17.10 . Executive shall also serve without additional remuneration as a director and/or officer of one (1) or more of Employer’s subsidiaries or affiliates if appointed to such position(s) by Employer and shall also be entitled to the benefit of indemnification pursuant to the terms of Section 17.10 .

     2.  Term . The term of this Agreement shall commence on the Effective Date and continue through and including September 3, 2011, unless earlier terminated in accordance with the provisions set forth in this Agreement (the "Term"). For purposes of this Agreement, the term "First Contract Year" shall be defined to mean the twelve (12) month period commencing on the Effective Date; the term "Second Contract Year" shall be defined to mean the twelve (12) month period commencing on the first anniversary of the Effective Date; the term "Third Contract Year" shall be defined to mean the period commencing on the second anniversary of the Effective Date and ending on September 3, 2011 (each, a "Contract Year").      3.  Base Salary; Auto Allowance . Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary (the "Base Salary"), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below:

     Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11 ) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the "SEC") on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the "pink sheets," at the time of issuance), subject to any restrictions on resale under Employer’s insider trading policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term "Key Executive Group" refers to the Company’s General Counsel, Executive Vice President of Human Resources, President — Publishing Division, and President — International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties).      During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the

2

Term in Employer’s sole and absolute discretion; provided , however , that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.      4.  Incentive Compensation .      4.1 Option Grant . Immediately upon execution of this Agreement, Executive shall be granted an option (the "Option") to acquire Two Hundred Fifty Thousand (250,000) shares of Class A Common Stock of ECC ("Shares"), which shall vest on September 3, 2011, subject to the terms of this Section 4.1 . The Option granted pursuant to this Section 4.1 shall: (i) have an exercise price per share equal to the Fair Market Value ("FMV") of the stock on the date of grant (as FMV is defined in the applicable Equity Compensation Plan, or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees of the Emmis Group (the "Plan")); (ii) notwithstanding any other provisions in this Agreement, be granted according to the terms and subject to the conditions of the Plan; (iii) be evidenced by a written grant agreement containing such terms and conditions as are generally provided for other management-level employees of the Emmis Group; and (iv) be exercisable for Shares with such restrictive legends on the certificates in accordance with the Plan and applicable securities laws. Employer shall use reasonable efforts to register the Shares subject to the award on a Form S-8 or other applicable registration statement at such time as the Shares are issued to Executive. The Option granted pursuant to this Section 4.1 is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and it shall be administered accordingly.      4.2 FYE 09 Bonus Amounts . Upon the terms and subject to the conditions set forth in this Section 4 , following the conclusion of Employer’s fiscal year ending February 28, 2009 ("FYE 09"), Executive shall be eligible to receive one (1) performance bonus in a target amount of Two Hundred Thousand Dollars ($200,000), the exact amount of which, if any, shall be determined based upon Executive’s attainment of certain performance goals as previously set forth in ECC’s 2009 Corporate Incentive Plan. In addition to the bonus set forth in the preceding sentence, following the conclusion of FYE 09, Executive shall be eligible to receive (i) one (1) discretionary performance bonus in a target amount of One Hundred Thousand Dollars ($100,000), the exact amount of which, if any, shall be based upon Executive’s attainment of certain individual performance goals as determined by the Compensation Committee of ECC’s Board of Directors (the "Compensation Committee"); and (ii) one (1) performance bonus in a target amount of One Hundred Thousand Dollars ($100,000), to be paid if and only if Employer reaches its forecast of its broadcasting cash flow for FYE 09 as of November 21, 2008.      4.3 Fiscal Year Bonus Amounts . Upon the terms and subject to the conditions set forth in this Section 4 , following the conclusion of each of Employer’s fiscal years ending February 28, 2010, February 28, 2011 and February 29, 2012 (each, including FYE 09, a "Fiscal Year"), Executive shall be

3

eligible to receive one (1) performance bonus in an annualized target amount equivalent to One-Hundred percent (100%) of Executive’s total Base Salary earned during the subject Fiscal Year (each, a "Fiscal Year Bonus"), the exact amount of which, if any, shall be determined based upon Executive’s attainment of certain performance and financial goals as determined each Fiscal Year by the Compensation Committee, in its sole and absolute discretion, and communicated to Executive within ten (10) days after a final determination by the Compensation Committee. In the event that Executive’s employment with Employer ends at expiration of the Term (on September 3, 2011), the Fiscal Year Bonus earned by Executive for the Third Contract Year, if any would have been earned had Executive worked through February 29, 2012, as determined by the Compensation Committee, in its reasonable discretion, shall be pro-rated according to the following formula: the amount of the Fiscal Year Bonus that Executive would have earned had Executive worked such entire Fiscal Year multiplied by a fraction, the numerator of which shall be seven (7), the denominator of which shall be twelve (12).      4.4 9/3/09 Bonus . On or about September 3, 2009, Executive shall receive Twenty Thousand (20,000) Shares (the "9/3/09 Shares") and Two Hundred Thousand Dollars ($200,000) (the "9/3/09 Payment"); provided that: (i) this Agreement is in effect on September 3, 2009, or prior to such date Executive’s employment has been terminated without Cause or for Good Reason (pursuant to Section 10 ), incapacity (pursuant to Section 11 ) or death (pursuant to Section 12 ), and (ii) Executive has fully performed all of Executive’s material duties and obligations under this Agreement throughout the Term or until his date of termination and was not in breach of any of the material terms and conditions of this Agreement (provided that Executive’s failure or inability to perform his duties and obligations because of his death or incapacity (pursuant to Section 11 ), including during leaves of absence, shall not be considered a breach of this Agreement or non-performance under this provision). Subject to any restrictions on transfer under Employer’s insider trading policy or applicable federal and state law, in the event that the 9/3/09 Shares cannot be registered with the SEC on a then-effective Form S-8 or other applicable registration statement, cannot be issued without restriction on resale, or are not listed on a securities exchange or over-the-counter market, which does not include listing on the "pink sheets," when delivered to Executive, then Employer shall pay Employee the FMV of the 9/3/09 Shares. Additionally, Employer shall have the right, in its sole and absolute discretion, to pay Executive the value of the 9/3/09 Shares in cash in lieu of granting Executive the 9/3/09 Shares. Employer will have the right, in its sole and absolute discretion, to pay all or a portion of the 9/3/09 Payment in Shares, but only if such Shares satisfy the resale and listing requirements noted above.      4.5 Completion Bonus . Except as provided below, on the condition that Executive remains employed by Employer, on a full-time, continuous basis, through September 3, 2011, Employer shall make a cash payment to Executive in an amount equal to (i) Executive’s then-current Base Salary, less Two Hundred Thousand Dollars, if TSR (as defined below) is less than Three Hundred Forty-

4

One percent (341%), or (ii) Seven Hundred Fifty Thousand Dollars ($750,000), if TSR is equal to Three Hundred Forty-One percent (341%) or greater but less than Five Hundred Sixty-Two percent (562%), or (iii) One Million One Hundred Thousand Dollars ($1,100,000), if TSR is equal to Five Hundred Sixty-Two percent (562%) or more (the "Completion Bonus"). The Completion Bonus shall be paid to Executive within two (2) weeks after September 3, 2011. Notwithstanding anything contained herein to the contrary, the bonus amounts set forth in (ii) and (iii) above shall not be paid (regardless of TSR) in the event that Executive is paid any amounts following a Change in Control (as defined below) pursuant to the Restated CIC Agreement (as defined below). "TSR" shall be defined as the total shareholder return, expressed as a percentage, which shall be calculated as follows: [([the average FMV of one (1) Share between August 1, 2011 and August 31, 2011] less [the average FMV of one (1) Share during the thirty (30) day period prior to the Effective Date]) plus (all dividends on one (1) Share between the Effective Date and September 3, 2011)] divided by [the average FMV of one (1) Share during the thirty (30) day period prior to the Effective Date]. The parties acknowledge and agree that the average FMV of one (1) Share during the thirty (30) day period prior to the Effective Date is Thirty-Four Cents ($0.34).      Notwithstanding the foregoing, if Executive’s employment is terminated prior to September 3, 2011 (and Executive does not receive any payment pursuant to the Restated CIC Agreement) and such termination is: (a) due to Executive’s death, (b) on account of Executive’s incapacity pursuant to Section 11 , (c) by Employer other than for Cause pursuant to Section 10 , or (d) by Executive for Good Reason pursuant to Section 10 , then Employer shall pay to Executive, within two (2) weeks after termination of his employment, a pro-rata portion of the Completion Bonus if TSR falls within clause (i) above, Seven Hundred Fifty Thousand Dollars ($750,000) if TSR falls within (ii) above, or One Million One Hundred Thousand Dollars ($1,100,000) if TSR falls within clause (iii) above. If Executive’s employment is terminated prior to September 3, 2011 and such termination is due to a "Qualifying Termination" (as defined in the Restated CIC Agreement) following a Change in Control and Executive receives a Change in Control payment pursuant to the Restated CIC Agreement, then Employer shall pay to Executive, within two (2) weeks after termination of his employment, a pro-rata portion of the Completion Bonus set forth in clause (i) above without regard to TSR. Any pro-rated portion of the Completion Bonus shall be based upon the number of calendar days elapsed between the Effective Date and the date of termination divided by the total number of calendar days between the Effective Date and September 3, 2011. In these circumstances, TSR shall be calculated as of the date of Executive’s termination from employment and the relevant period for calculating the percentage change in TSR shall be the calendar month immediately preceding the month in which such termination from employment occurs.      4.6 Payment of Bonus Amounts . Employer shall pay or cause to be paid to Executive the bonus amounts, if earned according to the terms and

5

conditions set forth in Sections 4.2 through 4.5 ; provided that, unless provided otherwise in Sections 4.2 through 4.5 or Sections 9 , 10 , 11 or 12 of this Agreement, on the final day of the applicable measuring period for such bonus: (i) this Agreement is in full force and effect and has not been terminated for any reason (other than due to a material breach of this Agreement by Employer); and (ii) Executive is fully performing all of Executive’s material duties and obligations pursuant to this Agreement and is not in breach of any of the material terms and conditions of this Agreement (provided that Executive’s failure or inability to perform his duties and obligations because of his death or incapacity (pursuant to Section 11 ), including during leaves of absence, shall not be considered a breach of this Agreement or non-performance under this provision). In addition, it is understood and agreed that Employer may, at its sole election, pay any bonus amounts earned by Executive pursuant to this Section 4 in cash or Shares; provided that the Shares evidencing any portion thereof are registered with the SEC on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the "pink sheets," at the time of issuance), subject to any restrictions on resale under Employer’s insider trading policy and applicable federal and state law. In the event that Employer elects pursuant to this Section 4.6 to pay any Fiscal Year Bonus amounts in Shares, the percentage of such bonus amounts payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. Any Fiscal Year Bonus amounts earned by Executive pursuant to the terms and conditions of Section 4.2 or 4.3 shall be paid after the end of the Fiscal Year for which the bonus is earned (but in no event later than ninety (90) days after the end of such Fiscal Year), except any pro-rated Fiscal Year Bonus earned by Executive for the period ending September 3, 2011 shall be paid within two (2) weeks of September 3, 2011. Any and all bonus amounts payable by Employer to Executive pursuant to this Section 4 shall be subject to applicable taxes and withholdings as required by law. Notwithstanding any other provisions of this Agreement, any bonus pursuant to Sections 4.2 through 4.5 shall be paid to Executive by the earlier of the date specified herein or the date that is no later than two-and-a-half months after the end of either Employer’s or Executive’s first taxable year (whichever period is longer) in which any such bonus is no longer subject to a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended ("Code").      5.  Expenses; Travel . Employer shall pay or reimburse Executive for all reasonable expenses actually incurred or paid by Executive during the Term in connection with the performance of Executive’s services hereunder upon presentation of expense statements, vouchers or other supporting documentation as Employer may require of Executive; provided that, such expenses are otherwise in accordance with Employer’s policies. Executive shall undertake such travel as may be required in the performance of Executive’s duties pursuant to this Agreement.

6

     6.  Fringe Benefits .      6.1 Vacation and Other Benefits . Each Contract Year, Executive shall be entitled to four (4) weeks of paid vacation (annualized) in accordance with Employer’s applicable policies and procedures for executive-level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other executive-level employees of Employer in accordance with and to the extent that Executive is eligible under the general provisions of Employer’s fringe benefit plans or programs; provided , however , that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.      6.2 Life and Disability Insurance . Each Contract Year, Employer agrees to reimburse Executive in an amount not to exceed Five Thousand Dollars ($5,000) for the annual premium associated with Executive’s purchase or maintenance of a life or disability insurance policy or other insurance policies on the life, or related to the care, of Executive. Executive shall be entitled to freely select and change the beneficiary or beneficiaries under such policy or policies. Notwithstanding anything to the contrary contained in this Agreement, Employer’s obligations under this Section 6.2 are expressly contingent upon Executive providing required information and taking all necessary actions required of Executive in order to obtain and maintain the subject policy or policies, including without limitation passing any required physical examinations. Reimbursements pursuant to this Section 6.2 with respect to a Contract Year shall be made as soon as administratively feasible after Executive submits the information and documentation required for reimbursement; provided, however, under no circumstances shall such reimbursement be paid later than two-and-a-half months after the end of the calendar year or Employer’s taxable year in which such Contract Year commenced.      7.  Confidential Information .      7.1 Non-Disclosure . Executive acknowledges that certain information concerning the business of the Emmis Group and its members (including but not limited to trade secrets and other proprietary information) is of a highly confidential nature, and that, as a result of Executive’s employment with Employer prior to and during the Term, Executive shall receive and develop proprietary and confidential information concerning the business of Employer and/or other members of the Emmis Group which, if known to Employer’s competitors, would damage Employer, other members of the Emmis Group and their respective businesses. Accordingly, Executive hereby agrees that during the Term and thereafter, Executive shall not divulge or appropriate for Executive’s own use, or for the use or benefit of any third party (other than Employer and its representatives, or as directed in writing by Employer), any information or knowledge concerning the business of Employer, or any other member of the Emmis Group, which is not generally available to the public other than through

7

the activities of Executive. Executive further agrees that, immediately upon termination of Executive’s employment for any reason, Executive shall promptly surrender to Employer all documents, brochures, plans, strategies, writings, illustrations, client lists, price lists, sales, financial or marketing plans, budgets and any and all other materials (regardless of form or character) which Executive received from or developed on behalf of Employer or any member of the Emmis Group in connection with Executive’s employment prior to or during the Term. Executive acknowledge