Restricted Stock
Agreement
(Tax Vesting Option)
Shares of
restricted stock are awarded by Emmis Communications Corporation
(the “Company”) to the Participant named below (the
“Participant”) upon the following terms and
conditions:
1.
Definitions . For purposes of this Agreement and any
amendments hereto, the terms defined in the Company’s 2006
Stock Compensation Program which establishes the terms and
conditions of certain Awards (the “Program”) under the
Company’s 2004 Equity Compensation Plan (such Plan, as
supplemented by the Program, the “Plan”), when
capitalized, shall have the same meanings as the meanings ascribed
to them for purposes of the Plan, unless a different meaning is set
forth herein, or unless a different meaning is plainly required by
the context. For purposes of this Agreement and any amendments
hereto, the following terms, when capitalized, have the following
meanings, unless a different meaning is plainly required by the
context:
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Participant:
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Address:
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Restricted
Stock Participation Percentage
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___%
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Number of
Shares Issued
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Date of
Issuance of Shares
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February ___,
2006
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Date of
Award:
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January 1,
2006
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Restricted
Period:
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The period
beginning with the Date of Award and ending on the earlier of (A),
the date on which the Shares are delivered after January 1,
2007 or (B) the date of termination of the Participant’s
employment by the Company for any reason other than for Cause or
(C) such earlier date as the Committee may determine pursuant
to Section 4.
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2.
Reference to Plan . The Restricted Stock is awarded pursuant
to the Plan, the terms and conditions of which are incorporated
herein by reference. No amendment of the Plan adopted after the
Date of Award shall apply to the Restricted Shares unless, by its
express provisions, it is effective retroactive to the Date of
Award or some earlier date. No such retroactive amendment may,
without the consent of the Participant, adversely affect the rights
of the Participant under this Agreement.
3. Share
Award . The Company has awarded to the Participant, subject to
the terms and conditions of the Plan and subject to the terms and
conditions of this Agreement, shares of Emmis Stock with a value
equal to the sum of (i) the Participant’s Base
Restricted Stock Amount divided by 90% of the Initial Value
(rounded up to the nearest full share), and (ii) the
Participant’s Excess Restricted Stock Amount, if any, divided
by 80% of the Initial Value (rounded up to the nearest full share).
The Number of Shares Issued is based upon the Participant’s
estimated Program Compensation for the Award Year, but the actual
Share Award shall be based upon the Participant’s actual
Program Compensation. For purposes of determining the amount of
Restricted Stock in which a Participant is vested upon a
termination of employment (other than for Cause) within the first
44 business days of an Award Year, the Company shall use only the
VWAP on the applicable date under clause (i) or (ii) of
the definition of Initial Value. On the Date of Issuance the
Company issued a certificate for the Number of Shares Issued and
shall maintain custody of the certificate pursuant to
Section 4.
4.
Restrictions on Transfer . Prior to the expiration of the
Restricted Period, the Participant may not sell, assign or transfer
the Restricted Shares, except as hereinafter provided. The Company
shall hold all Restricted Stock issued to the Participant prior to
the expiration of the Restricted Period The Compensation Committee
shall have the authority, in its discretion, to waive the
provisions of Section 5 and to shorten the Restricted Period
as to any or all of the Restricted Shares and thereby to cause
ownership of such Restricted Shares to vest in the Participant at
an earlier date, whenever the Compensation Committee may determine
that such action is appropriate by reason of changes in applicable
tax or other laws or by reason of other changes and circumstances
occurring after the Date of Award.
5.
Vesting and Forfeiture .
(a) On the
first day of each pay period during the Award Year, a portion of
the Participant’s Restricted Stock shall vest and not be
subject to the forfeiture provisions, except as provided under
Paragraph (b). Th
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