Employment Agreement Effective 3/1/99

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT ("Agreement") is effective as of March 1, 1999, by and between EMMIS COMMUNICATIONS CORPORATION, an Indiana corporation (the "Employer"), and DOYLE L. ROSE, a California resident (the "Executive").


RECITALS


WHEREAS, Employer and its subsidiaries are engaged in the ownership and operation of various radio and television stations, magazines, and related operations (together, the "Emmis Group");
WHEREAS, Executive is presently employed by Employer pursuant to an oral agreement entered into upon the expiration of Executive's prior employment agreement on February 28, 1998;
WHEREAS, Employer desires to continue to employ Executive as an executive pursuant to a written agreement, and Executive desires to be so employed; and
WHEREAS, Employer and Executive agree to memorialize the terms of their relationship herein.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:


1. EMPLOYMENT. Upon the terms and subject to the conditions of this Agreement, Employer hereby employs Executive and Executive hereby accepts employment by the Employer. This Agreement supersedes the March 1, 1995 Employment Agreement and any subsequent oral understandings, representations or agreements between the parties.


2. TERM. The term of Executive's employment hereunder (the "Term") shall commence on March 1, 1999 and continue until February 28, 2001, unless terminated earlier in accordance with the provisions herein. As used herein, the term "Contract Year" means the twelve (12) month period commencing on March 1, 1999 and on each anniversary thereof.


3. EXECUTIVE'S POSITION, DUTIES, AND AUTHORITY.


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3.1 POSITION. Employer shall employ Executive, and Executive
shall serve as an executive of Employer and of any successor by merger,
acquisition of substantially all of the assets or stock of Employer or
otherwise. Executive shall serve as Radio Division President of
Employer or in such other position or positions to which the Board of
Directors of Employer (the "Board") shall, with Executive's consent,
appoint Executive; provided, however, that in the case of any merger
involving Employer, acquisition of substantially all of the assets or
outstanding stock of Employer or any substantial and material change in
the business of Employer, the Board may change Executive's title or
duties without Executive's consent so long as Executive's duties are
not substantially diminished in importance.


3.2 DUTIES AND AUTHORITY. Executive shall have executive
duties, functions, authority and responsibilities commensurate with the
office or offices he from time to time holds with Employer. Subject to
any change pursuant to Section 3.1, Executive's duties, functions,
authority and responsibilities hereunder shall be substantially the
same as or greater than the duties, functions, authority and
responsibilities held by Executive immediately prior to the date
hereof.


3.3 EMMIS GROUP DIRECTORSHIPS AND OFFICES. If Executive is
elected as a director of Employer, Executive shall serve in such
position without additional remuneration other than the indemnification
provided for in Section 10 hereof. Executive shall also serve without
additional remuneration as a director and/or officer of one or more of
Employer's subsidiaries if appointed to such position by Employer.


4. FULL-TIME SERVICES. Executive's services hereunder shall be performed on a full-time basis in a diligent and competent fashion to the best of his abilities. Executive shall not undertake any outside employment or outside business activities without the consent of the Board; provided, however, that subject to satisfaction of his obligations under the preceding sentence, Executive shall be allowed to (i) manage his personal, financial and legal affairs and (ii) serve on civic or charitable boards or committees.


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5. LOCATION OF EMPLOYMENT. Unless Executive consents otherwise in writing, the headquarters for performance of his services hereunder shall be the offices designated by Employer in or near Los Angeles, California, and Executive shall not be required to relocate his office outside the metropolitan area of Los Angeles, California, subject to such reasonable travel as the performance of Executive's duties in the business of the Emmis Group may require.


6. BASE COMPENSATION.


6.1 BASE SALARY. During each Contract Year hereunder, Employer
shall pay or cause to be paid to Executive a base salary per annum (the
"Base Salary") of Four Hundred Thirty Three Thousand Dollars
($433,000.00), payable in bi-weekly installments.


6.2 CAR ALLOWANCE. During the Term, Executive shall receive a car
allowance paid monthly in the same amount as received by Executive in
the month immediately prior to the effective date of this Agreement.


7. ADDITIONAL COMPENSATION.


7.1 SIGNING BONUS. Executive is entitled to a cash signing
bonus (the "Signing Bonus") in the amount of Three Hundred Thousand
Dollars ($300,000.00), payable in two (2) equal installments prior to
the execution of this Agreement. By signing below, Executive
acknowledges and confirms receipt of both installments of the Signing
Bonus.


7.2 CASH INCENTIVE COMPENSATION. Employer shall establish a
Target Bonus Plan ("TBP") pursuant to which it shall pay an annual cash
bonus to Executive with respect to a particular Contract Year if
Executive's performance justifies such a bonus. Executive shall be
entitled to receive an annual cash bonus up to a maximum of One Hundred
Fifty Thousand Dollars ($150,000.00) each Contract Year (the "Bonus")
in an amount to be determined by the Compensation Committee of the
Board of Directors (the "Compensation Committee") based on Executive's
performance during the Contract Year compared to performance criteria
established by the Compensation Committee from time to time. Employer
shall have the right to modify the TBP from time to time.


7.3 EQUITY-BASED INCENTIVE COMPENSATION.


(a) Executive has been granted options (the "Executive
Options") to acquire one hundred fifty thousand (150,000) shares of
Class A Common Stock of Employer at an exercise price per share equal
to $40.00 (subject to adjustment for stock splits and stock dividends)
pursuant to Employer's 1997 Equity Incentive Plan (the "Plan").
Executive Options for 25,000 shares were forfeited on February 28,
1999, for failure to meet relevant Broadcast Cash Flow Targets.


(b) The Executive Options shall be subject to further
forfeiture as follows (and shall not be exercisable until all risk of
forfeiture has expired):


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(1) Executive Options for 50,000 shares shall be
forfeited on each of February 29, 2000 and February
28, 2001, in each case if as of such date Executive
is not still an employee of Employer on such date or
has not performed under this Agreement.


(2) Executive Options for an additional 10,000 shares
shall be forfeited on each of February 29, 2000 and
February 28, 2001, in each case if as of such date
the Broadcast Cash Flow (as defined by Employer for
purposes of its financial reports under the
Securities Exchange Act of 1934, as amended) for
Employer's radio station properties, excluding any
radio station properties licensed outside the United
States, for the Contract Year concluding on such date
(the "Actual Annual Domestic Radio BCF") is not at
least 10.0% greater than the budgeted target
determined in advance by the Compensation Committee
(the "Annual Target BCF").


(3) Executive Options for an additional 7,500 shares
shall be forfeited on each of February 29, 2000 and
February 28, 2001, in each case if as of such date
the Actual Annual Domestic Radio BCF is not at least
5.0% greater than the Annual Target BCF.


(4) Executive Options for an additional 7,500 shares
shall be forfeited on each of February 29, 2000 and
February 28, 2001, in each case if as of such date
the Actual Annual Domestic Radio BCF is not at least
2.5% greater than the Annual Target BCF.


(c) The Annual Target BCF for the Contract Year ending
February 28, 2000 is $82,540,000. The Compensation Committee shall set
the Annual Target BCF for the following Contract Year prior to the
commencement of such Contract Year after consulting with Executive and
reviewing Employer's annual budgets for the Radio Division prepared for
such Contract Year.


(d) Each Executive Option (i) shall become first exercisable
on the thirtieth (30th) day following (A) the date of Executive's death
during the term of this Agreement or (B) May 30, 2001, if Executive has
either completed the entire two-year term of this Agreement and is
still an employee of Employer on February 28, 2001, or has become
disabled within the meaning of Section 14.2; (ii) shall have a term of
five (5) years following the date it becomes first exercisable (except
as otherwise provided in the Plan, including without limitation the
provisions of Section 18(b) thereof); (iii) shall not be exercisable if
Executive has not (A) completed the entire two-year term of this
Agreement and is not an employee of Employer on February 28, 2001, (B)
died during the term of


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this Agreement, or (C) become disabled within the meaning of Section
14.2; (iv) shall permit, at the election of Executive, payment of the
exercise price in any one or combination of (A) cash or (B) Class A
Common Stock of Employer owned by Executive valued on the business day
preceding the date of exercise at its Fair Market Value (as defined in
the Plan); (v) shall be evidenced by a written grant agreement executed
on behalf of Employer on the date of grant; and (vi) shall be
exercisable for Class A Common Stock, without restrictive legends on
the certificates therefor other than those appearing on the Class A
Common Stock generally.


7.4 PERFORMANCE-BASED COMPENSATION. It is the intent of
Employer and Executive that all compensation paid pursuant to Sections
7.2 and 7.3 of this Agreement will be performance-based compensation
which will qualify under Section 162(m) of the Internal Revenue Code of
1986, as amended, to be deducted by Employer, and all provisions in
Sections 7.2 and 7.3 will be construed to permit the compensation paid
thereunder to so qualify.


7.5 STOCK GRANT. If Executive completes the entire two-year
Term and is still an employee of Employer on February 28, 2001, or if
Executive dies during the Term, Executive will be entitled to a grant
of Fifteen Thousand Four Hundred (15,400) shares of Class A Common
Stock of Employer (the "Stock Grant"). Employer, at its option, may pay
the Stock Grant in Common Stock or in cash. If the Stock Grant is paid
in cash, such cash payment shall be an amount equal to the Fair Market
Value of the Stock Grant on the business day immediately preceding the
payment date.


8. EXPENSES. Employer shall pay or reimburse Executive for all reasonable expenses actually incurred or paid by Executive during the term of this Agreement in the performance of Executive's services hereunder upon presentation of expense statements or vouchers or such other supporting information as Employer may reasonably require of Executive.


9. VACATION AND OTHER BENEFITS. Executive shall be entitled to twenty-five (25) business days of paid vacation per Contract Year (accruing at the rate of 2-1/2 days per month for purposes of calculating payments on termination of employment) which days shall not be cumulative. During the term of this Agreement, Exe ...