Restricted Stock
Agreement
(Non-Tax Vesting Option)
The right to
receive shares of restricted stock is 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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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 Cause or the
voluntary termination by the Participant 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 Enhanced Restricted Stock Amount, if any,
divided by 80% of the Initial Value (rounded up to the nearest full
share).
4.
Restrictions on Transfer . Ownership of the Restricted
Shares will vest in the Participant at the expiration of the
Restricted Period, subject to the provisions of Section 5.
Prior to the expiration of the Restricted Period, the Participant
may not sell, assign or transfer the Restricted Shares, except as
hereinafter provided. 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.
(a) The
Restricted Shares shall be forfeited and returned to the Company if
the Participant ceases to be employed by the Company prior to
January 1, 2007 as a result of a voluntary termination of
employment by the Participant or a termination of the
Participant’s employment by the Company for Cause. However,
the provisions of this section shall not be deemed to
limit
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