Common use of Equity Clause in Contracts

Equity. On March 2, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10.

Equity. On March 2, 2009, Executive was granted an option (“Option”a) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC You were awarded 52,084 restricted stock units (the “SharesRSUs”). The Option has an exercise price per Share equal ) pursuant to 29.5 cents the Company’s 2021 Amended and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Restated 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 Incentive Plan (the “Plan”) and the RSU Agreement. As of the Separation Date, 20,834 shares of the Company’s common stock (“Common Stock”) have been delivered to you upon the settlement of your vested RSUs. Consistent with Section 2.2 of the RSU Agreement, and contingent upon your execution of this Agreement, the Company’s Board of Directors will modify and accelerate your vesting schedule such that a certain portion of you unvested RSUs that would have vested after your Separation Date, had you remained employed by the Company, shall be considered vested as of your Separation Date (the “Accelerated RSUs”). The Option shall have As a ten year term commencing March 2result of such acceleration, 2009 and vests one hundred percent (100%13,021 shares of Common Stock will be delivered to you upon the settlement of the Accelerated RSUs. You acknowledge that this Section 5(a) on March 2, 2012of the Agreement fully satisfies the Company’s obligations set forth in Section 2.2 of the Restricted Unit Agreement. Subject With respect to the above vesting scheduleexercise of your vested RXXx, Executive you shall have the right option to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter either: (a) make a cash payment to the extent not already Company for the aggregate exercise price; or (b) instruct the Company to withhold a number of RSUs then exercisable with an aggregate fair market value as of the first day exercise date equal to the aggregate exercise price (a/k/a cashless exercise). (b) You were awarded 13,021 performance share units (the “PSUs”) pursuant to the Plan and Performance Share Unit Agreement between you and the Company dated June 21, 2021 (the “PSU” Agreement. As of the Term) in accordance Separation Date, you are vested with the applicable vesting schedule of each such option, and shall remain outstanding through the last day respect to 0 PSUs. Consistent with Section 5 of the applicable option term provided PSU Agreement, your unvested PSUs are forfeit, and, as of your Separation Date the Company has no further obligations to you under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10PSU Agreement.

Equity. On March 2, 2009, The equity awards held by the Executive was granted an option (“Option”shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable award agreement(s) (collectively, the “Equity Compensation PlanDocuments”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equityother stock-based awards to management-level employees of award agreement: (i) in the Emmis Group (event that the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated by the Company without Cause or by the Executive for Cause Good Reason, the Company will negotiate in accordance good faith to establish a non-exclusive limited consulting relationship with Section 10. The Option is intended the Executive for a period of up to satisfy one year after the regulatory exemption Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the application Company during such consulting relationship except as set forth in and subject to the terms of Code Section 409A for certain options for service recipient sharesSections 5 or 6 of this Agreement; provided further, and they that any such consulting relationship shall be administered accordingly. Any option granted subject to Executive prior to March 2a consulting agreement that will contain, 2009 shall continue to vest among other provisions, the Company’s then current standard general release of claims against the Company and become exercisable during all related persons and entities and, in the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such optionCompany’s sole discretion, a one year post-employment noncompetition agreement, and shall remain outstanding through include a seven (7) business day revocation period; (ii) in the last day of event that the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated by the Company without Cause or by the Executive for Cause Good Reason, in accordance with Section 10. Ownership each case, during the Change in Control Period (as defined below), all of any restricted Shares previously the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive shall continue to vest (prior to the extent not already Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the first day Date of Termination or, if later, the TermChange in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in accordance with Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting schedule and any acceleration of vesting of such awards (if any) will be addressed in the applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10award agreements.

Equity. On March 2Within thirty (30) days after the Closing of the Transaction, 2009subject to (a) the approval of Lenco’s Compensation Committee of its Board of Directors (the “Committee”), Executive was (b) receipt from Recipient of a completed Representation Statement in the form attached hereto as Exhibit A and (c) if requested by Lenco, a Purchaser Representative Questionnaire in a form provided by Lenco, Recipient will be granted an a nonstatutory option to purchase 1,400,000 shares of the common stock of Lenco (the “Option”) ); provided, however, that Recipient will only be eligible to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (receive the “Shares”)Option if Recipient is providing services to Lenco as an employee, consultant or director on the date the Committee grants the Option. The Option has an exercise price per Share equal will be subject to 29.5 cents the terms and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 conditions of the Emmis Group Lenco’s 2011 Nonstatutory Stock Option Plan (the “Plan”) and a separate option agreement (the “Option Agreement”), each substantially in the forms attached hereto as Exhibit B and Exhibit C, respectively. The exercise price per share of the Option shall be equal to the last-sale price as reported by the OTC Bulletin Board on the last trading date preceding the date of grant. The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) will be fully vested on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination date of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10grant. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient sharesmay not be exercised, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) transferred or sold except in accordance with the terms of the Plan and the Option Agreement and either (a) in compliance with applicable vesting schedule state and federal securities laws, as determined by Lenco’s Board of each such optionDirectors, or (b) after a registration statement registering the shares subject to the Option has been filed with the Securities and Exchange Commission and declared effective. Within 45 days after the Closing of the Transaction, Lenco shall file a registration statement on Form S-8 that will register the shares subject to the Option and shall remain outstanding through use reasonable efforts to maintain the last day effectiveness of such registration statement for so long as the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Option remains outstanding.

Equity. On March 2(a) In addition to the 356,916 total shares of the Company’s Common Stock that the Executive received pursuant to the terms of the Restricted Stock Agreements dated November 19, 2009, Executive was granted an option 2007 (the “OptionNovember Stock Agreement”) and October 17, 2006, respectively, the Company shall issue to acquire One Hundred Seventy Five Thousand (175,000) the Executive upon the date hereof or as soon thereafter as practicable 983.300 shares of Class A Common Stock of ECC the Company as an award of restricted stock under the Company’s 2006 Stock Incentive Plan pursuant to the terms of the restricted stock agreement attached hereto as Exhibit B and subject to the payment by the Executive to the Company of an amount equal to the Company’s withholding obligation with respect to federal, state, local and other taxes in respect of the shares to be issued to the Executive pursuant to the terms of such restricted stock agreement. (b) The Company agrees that following each and any issuance by the “Shares”Company of shares of its capital stock in a financing during the term of this Agreement and within six months after the date hereof, the Company shall (i) advise the Executive of the number of shares of Common Stock which, if issued to the Executive, would result in the aggregate number of shares of Common Stock owned by the Executive or subject to outstanding stock options held by the Executive at such time representing five and one-half percent (5.5%) of the Company’s Common Stock immediately following such issuance (as calculated on a fully-diluted basis to include shares of Common Stock issuable upon conversion of then outstanding convertible preferred stock, issuable upon exercise of then outstanding stock options and warrants and otherwise authorized for issuance pursuant to the Company’s 2006 Stock Incentive Plan). The Option has , and (ii) issue to the Executive as soon thereafter as practicable (A) such number of shares of Common Stock as an award of restricted stock under the Company’s 2006 Stock Incentive Plan pursuant to the terms of the restricted stock agreement attached hereto as Exhibit C and subject to the payment by the Executive to the Company of an amount equal to the Company’s withholding obligation with respect to federal, state, local and other taxes in respect of the shares to be issued to the Executive under such restricted stock agreement, or (B) stock options under the Company’s 2006 Stock Incentive Plan to purchase such number of shares of Common Stock at an exercise price per Share share equal to 29.5 cents the fair market value of one share of Common Stock on the date the option is granted as determined by the Board, in its sole discretion, and pursuant to the terms of the stock option agreement attached hereto as Exhibit D, the determination to receive restricted stock or options to be made by the Executive. (c) Upon the Effective Date, the shares issued to the Executive under the November Stock Agreement shall be deemed fully vested and the Purchase Option (as defined in the November Stock Agreement) will lapse in full and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plan, have no further force 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10effect.

Equity. On March 2Subject to your agreement to the terms and conditions hereof and thereof, 2009the Company shall, Executive was has granted an option (“Option”) you stock options to acquire One Hundred Seventy Five Thousand (175,000) purchase 300,000 shares of the Company’s Class A Common Stock, at an exercise price of $7.50, subject to the standard terms and conditions under the Company’s option plan and stock option agreement, except as specifically set forth herein. You understand that no options, including vested options, may be exercised prior to the consummation of a Trigger Event (as defined below). You further understand that neither the Company nor any of its affiliates is under any obligation to effect a Trigger Event. Vesting of these shares shall be on the following vesting schedule, which, subject to the preceding sentence, is twenty percent (20%) on February 4, 2000 and twenty-percent (20%) per year on each October 20th beginning with October 20, 2000 and ending October 20, 2003 deemed to commence vesting as of October 20, 1999. The Company will promptly grant you options to purchase additional shares of its Class A Common Stock (subject to the standard terms and conditions under the Company’s option plan and stock option agreement, except as specifically modified herein) as necessary so that the total number of ECC (shares for which you have been granted options is at least equal to the “Shares”)number of shares for which options have been granted to any officer of equal or higher rank within the Company and at least twice the number of shares for which options have been granted to any other employee of the Company. The Option has an exercise price per Share equal stock options provided for in this paragraph are not intended to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on qualify as incentive stock options within the certificates in accordance with applicable securities laws meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and the applicable Equity Compensation Planregulations promulgated thereunder. In the event that there is a “Change of Control” then, or any subsequent equity compensation or similar plan adopted by ECC in such event and generally used to make equity-based awards to management-level employees of the Emmis Group (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination shorter vesting provision contained in your option agreement, the stock options provided for in this paragraph shall fully vest. As used in this Agreement, the term “Change of part-time employment prior to expiration of Control” shall mean the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10.consummation of:

Equity. On March 2You acknowledge and agree that the Company has granted you the following stock options to purchase shares of the Company’s Common Stock (collectively, 2009, Executive was granted an option (the “OptionOptions”) pursuant to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents Company’s Amended and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Restated 2014 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 Incentive Plan (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent ): (100%i) on March 2February 4, 2012. Subject 2020, the Company granted you an option to purchase 44,858 shares, which is fully vested (the “2020 ISO”), (ii) on February 4, 2020, the Company granted you an option to purchase 472,160 shares, of which 118,864 shares subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall option will be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day anticipated Separation Date, and (iii) on August 22, 2020, the Company granted you an option to purchase 125,496 shares, of which 39,741 shares subject to the option will be vested as of the Termanticipated Separation Date ((ii) in accordance with and (iii) collectively, the “2020 NSOs,” and the vested shares subject to the 2020 NSOs as of the Separation Date (anticipated to be 118,864 and 39,741, respectively), together, the “Vested 2020 NSOs”). You acknowledge and agree that (a) the unvested portion of your Options as of the Separation Date are automatically terminated for no consideration and (b) the vesting schedule of your Options will cease as of your Separation Date, in either case, even if you choose to provide further services to the Company pursuant to Section 12 below. Although you are not otherwise entitled to receive any severance from the Company, subject to, and in consideration for, your execution of this Agreement after the Separation Date and on or before the Deadline, without revocation, and provided you comply with all of the terms and conditions of this Agreement, the Confidential Information Agreement and all applicable Company policies, the Company will amend the 2020 NSOs to extend the post-termination exercise period applicable to each grantthe Vested 2020 NSOs, notwithstanding such that the Vested 2020 NSOs will remain outstanding and exercisable until the earliest of (x) August 13, 2022, (y) the original maximum expiration date applicable to the Vested 2020 NSOs (i.e. the expiration of their respective original 10 year terms), and (z) such earlier date as may be provided or permitted by the Plan, including without limitation in connection with a dissolution or liquidation of the Company or Corporate Event (as defined in the Plan) (such amendment, the “Option Exercise Extension”). The Options and any such vested shares acquired pursuant to the exercise of the Options will remain subject to the terms and conditions of the applicable Stock Option Grant Agreement (as amended herein, if applicable), the applicable exercise agreement and the Plan (collectively, the “Equity Documents”), including the termination provisions. Further, you acknowledge and agree that, other than the vested portion of full-time the Options described in this paragraph, you do not have any right, title, claim or part-time employmentinterest in or to any other Company securities, unless Executiveincluding, without limitation, any shares of the Company’s employment is terminated for Cause in accordance with Section 10capital stock or any other options or other rights to purchase or receive shares of the Company’s capital stock.

Equity. On March 2, 2009, Executive was granted an option (“Option”) Pursuant to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common the Company’s 2016 Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 Incentive Plan (the “Plan”). The , the Executive has previously received option grants, and subject to approval by the Board, may receive further option grants in the future (collectively, the “Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent Grants”). (100%i) on March 2, 2012. Subject to the above vesting scheduleSections 4(e)(ii), Executive shall have the right to exercise 5(b) and 5(c), the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they Grant shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable option grant agreements; provided, that it is expected that any Option Grants awarded following the date hereof will vest on the following schedule, provided that the Executive is providing services to the Company on each applicable vesting schedule date: 25% on the first anniversary of each such optionthe date of grant, and shall remain outstanding through the last day remaining 75% in equal monthly installments over the next three years. (ii) Notwithstanding the foregoing or anything in the Plan or this Agreement, upon a Sale of the applicable option term provided under Company in which the applicable award agreement pursuant consideration is cash or liquid securities or the unvested shares subject to the Option Grants are not converted into securities of the acquirer or the Company’s successor, as the case may be (the “Acquirer”) on the same terms as shares of Bright Health Inc.’s common stock, if the Executive is offered employment with the Acquirer on terms no less favorable to the Executive in the aggregate than the terms on which each the Executive is then-employed by the Company, then the unvested shares subject to the Option Grants shall be cancelled in connection with such option was awarded, notwithstanding any termination Sale of part-time employment the Company and shall be converted into a contingent right to receive an amount in cash (the “Holdback Amount”) equal to the proceeds that would otherwise be payable to the Executive in respect of such unvested shares in connection with such Sale of the Company had such unvested shares become vested immediately prior to expiration such Sale of each the Company and had been exercised and sold at the time of the Sale of the Company. The Holdback Amount shall not be paid to the Executive at the closing of such option termSale of the Company, unless Executive’s employment but rather shall be withheld by the Acquirer at the closing of such Sale of the Company and paid to the Executive on the earliest to occur of (a) the date that is the 12-month anniversary of the closing of such Sale of the Company, (b) the date on which the Executive is terminated without Cause (as defined below) and (c) the date on which the Executive resigns for Sale Good Reason (as defined below), so long as, in the case of this clause (c), such date is at least six (6) months following the closing of such Sale of the Company; provided, further, that in the event that the Executive resigns for any reason other than for Sale Good Reason or is terminated for Cause prior to the 12-month anniversary of the closing of such Sale of the Company, the Executive’s right to receive the Holdback Amount (or any portion thereof) shall be forfeited without any payment thereof. If the Executive is (y) terminated without Cause in accordance connection with Section 10a Sale of the Company or (z) not offered employment with the Acquirer in connection with a Sale of the Company on terms no less favorable to the Executive in the aggregate than the terms on which the Executive is then-employed by the Company, then in either case all unvested shares subject to the Option Grants shall automatically vest in full immediately prior to such Sale of the Company. Ownership For purposes of this Agreement, “Sale Good Reason” means the Executive’s voluntary termination of employment with the Company or the Acquirer following the occurrence of any restricted Shares previously granted of the following without the Executive’s written consent: (i) a material reduction or change in job duties, responsibilities or requirements inconsistent with the Executive’s position, provided that a mere change in title following a Sale of the Company shall not constitute Sale Good Reason, so long as the Executive is assigned to Executive shall continue to vest (a position that is substantially equivalent to the extent not already fully vested as position held prior to the Sale of the first day Company in terms of job duties, responsibilities and requirements; (ii) a material reduction in the Executive’s compensation; (iii) the Executive’s refusal to relocate the principal place for performance of his duties to a location more than fifty (50) miles from the location at which he performed his duties at the time of the Term) in accordance with Sale of the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Company.

Equity. On March 2As partial consideration for entering into this Agreement, 2009, the Company hereby grants Executive was granted a warrant to acquire seven million two hundred thousand (7,200,000) shares of the Company’s common stock at an option exercise price or $0.018 per share (the “OptionWarrant Shares”) to acquire One Hundred Seventy Five Thousand vest as follows: (175,0001) shares of Class A Common Stock of ECC three hundred thousand (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and 300,000) Warrant Shares shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time vest each month during the entire ten year term, notwithstanding any termination term of part-time employment prior to expiration of the ten year term, unless this Agreement or immediately if Executive’s employment is terminated without cause or for Cause good reason (as described in accordance Section 4 hereof) or due to a change in control, sale of a majority of the common stock or substantially all of the assets of the Company or merger of the Company into or with Section another company (unless such company is less than fifty percent (50%) of the size (measured by market value) of the Company) or reverse merger with another company; and (ii) four million three hundred thousand (4,300,000) Warrant Shares will vest immediately upon the Company achieving a $25 million market cap for ten (10) consecutive trading days and a price per share of not less than $0.07. The Option is intended to satisfy Warrant Shares granted hereunder must be exercised by the regulatory exemption from tenth anniversary of the application date of Code Section 409A for certain options for service recipient shares, and they vesting or shall be administered accordinglyforfeited by Executive. Any option All Warrant Shares granted hereunder shall have a “cashless” exercise provision which enables Executive to Executive prior give up a portion of his Warrant Shares in order to March 2exercise others without paying cash for them. Further, 2009 the number, kind and strike price of the stock Warrant Shares granted hereunder shall continue be appropriately and equitably adjusted to vest and become exercisable during reflect any stock dividend, stock split, spin-off, split-off, extraordinary cash dividend, recapitalization, reclassification or other major corporate action affecting the Term and thereafter (stock of the Company to the extent not end that after such event Executive’s proportionate interest in the Company shall be maintained as before the occurrence of such event. Executive shall also receive payment of any cash dividend or stock dividend declared and paid by the Company as if Executive had already exercisable as exercised all of his Warrant Shares, including unvested Warrant Shares. Additionally, the Company acknowledges that, pursuant to its prior employment agreement with Executive, it owes Executive three million four hundred eighty-two thousand five hundred (3,482,500) shares of the first day of the Term) in accordance with the applicable vesting schedule of each such optionCompany’s common stock, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10shares will be registered after issuance.

Equity. On March 2Following the Effective Date, 2009, Executive was Employee shall be granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) 240,000 shares of Class A Common Stock of ECC (the “Restricted Shares”) and options to purchase 250,000 shares of Stock (the “Options”). The Option has an exercise price per Share equal Restricted Shares and the Options shall be adjusted on the date of grant to 29.5 cents reflect the percentage of the Company such amounts reflect as of the Commencement Date, on a fully diluted basis, and shall be evidenced subject to such terms and conditions as determined by a written grant agreement the Company, as set forth in the Company’s final Long-Term Incentive Plan (“LTIP”) that shall be in effect upon the Effective Date or immediately thereafter (which for purposes of clarification, may contain revisions, approved by the Company’s Board, as compared to the Company’s 2010 Long-Term Incentive Plan that was filed with the Bankruptcy Court). Twenty-five percent (25%) of each of the Restricted Shares and the Options shall be exercisable for vested as of the date of grant, and the remaining Restricted Shares and Options shall vest thereafter in three (3) substantially equal vesting tranches on each of the first three (3) anniversaries of the Effective Date, subject to Employee’s continued employment with the Company through each such restrictive legends vesting date. The strike price of the Options shall be set by the LTIP but shall be no less than the fair market value of the Stock on the certificates date of grant, as determined by the Compensation Committee in accordance good faith in a manner consistent with applicable securities laws the exemption from Section 409A of the Code provided under Treasury Regulation 1.409A-1(b)(5) with respect to “stock rights.” Notwithstanding anything to the contrary in the LTIP or award agreement relating to the Restricted Shares or the Options, 100% of the available unvested Restricted Shares and the applicable Equity Compensation PlanOptions shall vest, 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable yet vested or expired, upon the consummation of a Change in Control so long as Employee remains employed by the Company at the time of the first day execution of the Term) a definitive agreement with respect to such Change in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Control.

Equity. On March 2, 2009, The Parties acknowledge and agree that Executive was granted an option (“Option”) is party to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC award agreements (the “SharesAward Agreements”) pursuant to the terms of the Company’s 2006 Performance Incentive Plan (the “2006 Plan”) and the 2014 Performance Incentive Plan (together with the 2006 Plan, the “Plans”) under which he has been granted (i) stock options to purchase shares of common stock of the Company (the “Options”), (ii) time-vesting restricted stock units (the “RSUs”) and (iii) performance-vesting restricted stock units with a three-year performance period (the “3-Year PSUs”) and performance-vesting restricted stock units with a one-year performance period (the “1-Year PSUs”, and together with the 3-Year PSUs, the “PSUs”). The Option has an exercise price per Share equal All Options, RSUs and PSUs (and the dividend equivalents credited thereon) held by Executive as of the date hereof are set forth on Exhibit B attached hereto. In further consideration of the terms, representations, and releases in this Agreement, and subject to 29.5 cents Executive’s compliance with Sections 6(b) and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on (c) of the certificates Prior Agreement, the Company agrees that: a. in accordance with applicable securities laws with, and subject to the terms and conditions of the applicable Equity Compensation PlanAward Agreements and Plans, or any subsequent equity compensation or similar plan adopted all outstanding Options held by ECC and generally used to make equity-based awards to management-level employees Executive as of the Emmis Group (the “Plan”). The Option Separation Date shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during upon the Term and thereafter (Separation Date to the extent not already exercisable vested and exercisable, and Executive shall be entitled to exercise all such Options for nine (9) months following the Separation Date. Following such exercise period all Options held by Executive shall terminate. b. in accordance with, and subject to the terms and conditions of the applicable Award Agreements and Plans, all RSUs shall vest upon the Separation Date, except the 0000 XXXx scheduled to vest on February 2, 2018, which RSUs and related dividend equivalents shall terminate as of the first day Separation Date. c. in accordance with, and subject to the terms and conditions of the Termapplicable Award Agreement and the 2006 Plan, the 3-Year PSUs granted to Executive in 2014 (and dividend equivalents credited thereon) in shall remain outstanding pending the determination by the Compensation Committee as to whether the Company has attained the pre-established performance goals (the “Committee Determination”) for the performance period ending December 31, 2016, and shall vest (if at all) based upon the achievement of such goals. In accordance with the applicable vesting schedule of each such optionPrior Agreement, the Company agrees that the 1-Year PSUs granted to Executive in 2015 (and dividend equivalents credited thereon) shall remain outstanding pending the Committee Determination for the performance period ending December 31, 2015, and shall remain outstanding through the last day vest (if at all) based upon achievement of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in goals. In accordance with Section 10. Ownership of any restricted Shares previously the Prior Agreement, the 3-Year PSUs granted to Executive in 2015 (and dividend equivalents credited thereon) shall continue to remain outstanding pending the Committee Determination for the performance period ending December 31, 2017, and 5/6ths of such 3-Year PSUs (and dividend equivalents credited thereon) shall vest (to if at all) based upon achievement of such goals and the extent not already fully vested remaining 1/6th of such 3-Year PSUs and related dividend equivalents shall terminate as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Separation Date.

Equity. On March 2In connection with the commencement of the Executive’s employment, 2009, the Company will recommend to the Board that Executive was be granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase a number of shares of Class A Common Stock the Company’s common stock equal to 6% of ECC the Company’s fully diluted capitalization as of the date of grant, with an exercise price equal to the fair market value of the Company’s common stock as of the date of such grant (expected to be based on the Company’s most recent third party 409A valuation as of September 1, 2020), subject to time-based vesting as follows: 25% shall vest on the Executive’s employment commencement date, 25% shall vest on the 12-month anniversary of Executive’s employment commencement date, and 1/36 of the total remaining unvested shall vest monthly thereafter over the remaining 3 years until all are vested, in each case subject to Executive’s continued employment with the Company on each such vesting date, except as otherwise provided in this Agreement. In addition, the Company will recommend to the Board that Executive be granted an option to purchase a number of shares of the Company’s common stock equal to 1% of the Company’s fully diluted capitalization as of the date of grant, with an exercise price equal to the fair market value of the Company’s common stock as of the date of such grant (expected to be based on the Company’s most recent third party 409A valuation as of September 1, 2020) (the “SharesStrategic Transaction Equity Award”). The Option has an exercise price per Share equal to 29.5 cents and , which grant shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during in full upon (i) following the Term Company’s initial public offering of its common stock and thereafter (ii) following such initial public offering and on or prior to the extent not already third (3rd) anniversary of the Effective Date, the last reported sale price for one share of the Company’s common stock on the principal national securities exchange on which the shares of the Company’s common stock are listed for ten consecutive trading days equals or exceeds $15.00 (subject to adjustment in the event of changes in the Company’s Common Stock by reason of stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like). The equity awards held by the Executive shall be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in the Equity Documents, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the first day earlier of (i) the consummation of a Change in Control (as defined below), or (ii), subject to the following sentence, the termination of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated by the Company without Cause (as defined below) or by the Executive for Cause Good Reason (as defined below); and, in accordance with Section 10the event of (i) or (ii), the Executive will have no less than twelve (12) months to exercise vested, unexpired stock options (both strategic transaction and solely time-based). Ownership of any restricted Shares previously granted to Executive shall continue to vest (to In the extent not already fully vested as event of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment by the Company without Cause or by the Executive for Good Reason pursuant to Section 3(e)(iv) below, Executive’s Time-Based Equity Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable in connection with a termination pursuant to clause (ii) of the prior sentence if, and only if, prior to the termination: (a) the Board had not voted unanimously (other than the Executive) to terminate the Executive’s employment without Cause, or (b) if the relevant termination event is terminated a termination by Executive for Cause in accordance with Good Reason pursuant to Section 10.3(e)(iv) below, the Board had not voted unanimously (except for the Executive) to materially reduce the Executive’s duties, authority, or responsibilities. Notwithstanding the foregoing, any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement and Release does not become effective within the time period set forth therein; and

Equity. On March 2, 2009, Executive was granted an option (“Option”a) Subject to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 terms of the Emmis Group Parent’s 2016 Equity Incentive Plan (the “Plan”) and approval of the grant by the Parent’s board of directors (the “Parent Board”) or a committee thereof, the Executive will receive (i) a grant of restricted stock units of Parent with a grant date value of $2,250,000 (the “Initial RSUs”) and (ii) a grant of options to acquire common shares of Parent (“Common Shares”) with a grant date value of $2,250,000 (the “Initial Options” and, together with the Initial RSUs, the “Initial Grants”). The number of Common Shares underlying (i) the Initial RSUs shall be determined based on the closing price of a Common Share on the date of grant and (ii) the Initial Options shall be determined using a Black-Scholes or other option pricing model as determined by the Board or a committee thereof in its sole discretion. The Initial RSUs will be subject to a four-year vesting period with 25% vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as any other terms and conditions contained in the grant agreement and the Plan. The Initial Options will (i) be subject to a four (4)-year vesting period, with 25% of the Initial Option shall shares vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as other terms and conditions contained in the grant agreement and the Plan, and (ii) have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject an exercise or strike price per share equal to the above vesting schedule, Executive shall have closing price of a Common Share on the right grant date and expire and cease to exercise be exercisable on the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration (10)-year anniversary of the ten year termgrant date. Under the Company’s current grant date policy, unless equity grants are effective on the 15th (or next business day) of the month next following the later of the date of approval of the option grant or the optionee’s commencement of employment. The Initial Grants will be governed by the Plan and other documents issued in connection with the grants. (b) The Executive will also be eligible to receive discretionary annual equity incentive grants in amounts commensurate with the Executive’s employment is terminated for Cause position as Chief Financial and Business Officer based upon meeting Company and individual performance metrics as determined by the Board or a committee thereof in accordance with Section 10. The Option is intended to satisfy its sole discretion (the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10“Annual Equity Grants”).

Equity. On March 2(a) The Parties hereby acknowledge and agree that for so long as (i) this Agreement becomes effective pursuant to its terms, 2009and (ii) the Consultant provides services materially in accordance with this Agreement during the Term, Executive was granted the Consultant shall remain a Service Provider (as defined in the Braze Amended and Restated 2011 Equity Incentive Plan) and end of the Consultant’s employment with the Company shall not constitute an option interruption in the Consultant’s Continuous Service (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (as defined in the “Shares”Braze 2021 Equity Incentive Plan). The Option has an exercise price per Share equal Parties further agree that, notwithstanding anything to 29.5 cents the contrary in the applicable Award Documents (as defined below), if the Consultant’s services under this Agreement are terminated as a result of the Consultant’s death or Disability (as defined in the Braze 2021 Equity Incentive Plan) prior to November 30, 2025, then the vesting of the portion of the Consultant’s equity awards that would otherwise have vested between such date of termination and November 30, 2025 (assuming the Consultant had remained a Service Provider or maintained Continuous Service, as applicable, throughout such period) shall be evidenced by a written grant agreement and be exercisable for Shares with accelerated to vest as of such restrictive legends on date of termination. (b) Unless otherwise provided pursuant to the certificates last sentence of Section 3(a) hereof, effective as of the earlier of (i) date the Term ends as defined in accordance with applicable securities laws and the applicable Equity Compensation PlanSection 4 hereof, or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees (ii) the effective date of the Emmis Group (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause this Agreement in accordance with Section 10. The Option is intended 4(b) or Section 4(c) hereof (the “Consultancy Termination Date”), (A) you shall immediately cease to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient sharesvest in any stock option(s) and immediately cease to time-vest in any restricted stock units (“RSUs”) previously granted to you, and they shall (B) the unvested portion of such stock option(s) and the portion of the RSUs which have not time-vested will be administered accordinglyautomatically cancelled and forfeited by you for no consideration. Any option granted to Executive prior to March 2If applicable, 2009 shall rights in respect of the portion of your equity award(s) that remain outstanding will continue to vest be governed by the equity plan(s) and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Termaward agreement(s) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option award(s) was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously or were granted to Executive shall continue to vest you (to including any amendments thereto) (collectively, the extent not already fully “Award Documents”). Your vested as stock options will remain exercisable until the three-month anniversary of the first day Consultancy Termination Date. If you do not exercise vested stock options within three months of the Term) Consultancy Termination Date, those options will be forfeited without compensation or other obligations by the Company, as set forth in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Award Documents.

Equity. On March 2(a) Subject to final approval by the Board and receipt of all other required approvals to be secured contemporaneously, 2009through a Board of Director action, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares with the signing and approval of Class A Common Stock this Agreement, effective on the Start Date, you will be awarded 1,165,532 Incentive Units, which equals 1% of ECC the Company’s currently outstanding equity on a fully-diluted basis as of the date hereof, including for such purposes the conversion of all convertible securities (the “SharesEquity Award”). The Option has an exercise price per Share equal to 29.5 cents and Equity Award shall be evidenced by a written grant agreement subject to the terms and be exercisable for Shares with such restrictive legends on conditions set forth in the certificates in accordance with applicable securities laws Amended and 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 Restated Operating Agreement of the Emmis Group Company, dated October 4, 2013, as amended and supplemented from time to time (the “PlanOperating Agreement”), and the Company’s standard form agreement for the award of Incentive Units (the “Grant Agreement”). The Option shall have Incentive Units will be issued with a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) Strike Price determined in accordance with the applicable Operating Agreement. The Equity Award shall be subject to a four-year vesting schedule of each such option, and shall remain outstanding through the last day in which 25% of the applicable option term provided under Incentive Units subject to the applicable Equity Award shall vest on the one-year anniversary of the Start Date and the remainder shall vest ratably on a monthly basis over the following 36 months, subject to continued employment. Notwithstanding the above, in the event that the Company terminates your employment without Cause or you resign with Good Reason (both as defined in the Grant Agreement), within 12 months following a Sale of the Company (as defined in the Grant Agreement), you shall immediately vest in all Incentive Units subject to the Equity Award. (b) The Board may also, in its discretion, award you additional Incentive Units subject to time based and/or performance based vesting. The terms of the Operating Agreement and any associated award agreement pursuant (collectively the “Equity Documents”) shall apply to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10equity grant. Ownership In the event of any restricted Shares previously granted to Executive shall continue to vest (to conflict between the extent not already fully vested as terms set forth in this Agreement and the terms of the first day Equity Documents, the terms of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Equity Documents shall control.

Equity. On March 2, 2009, Executive was granted an option (“Option”a) Subject to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 terms of the Emmis Group Parent’s 2016 Equity Incentive Plan (the “Plan”) and approval of the grant by the Parent’s board of directors (the “Parent Board”) or a committee thereof, the Executive will receive (i) a grant of restricted stock units of Parent with a grant date value of $1,400,000 (the “Initial RSUs”) and (ii) a grant of options to acquire common shares of Parent (“Common Shares”) with a grant date value of $1,400,000 (the “Initial Options” and, together with the Initial RSUs, the “Initial Grants”). The number of Common Shares underlying (i) the Initial RSUs shall be determined based on the closing price of a Common Share on the date of grant and (ii) the Initial Options shall be determined using a Black-Scholes or other option pricing model as determined by the Board or a committee thereof in its sole discretion. The Initial RSUs will be subject to a four-year vesting period with 25% vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as any other terms and conditions contained in the grant agreement and the Plan. The Initial Options will (i) be subject to a four (4)-year vesting period, with 25% of the Initial Option shall shares vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as other terms and conditions contained in the grant agreement and the Plan, and (ii) have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject an exercise or strike price per share equal to the above vesting schedule, Executive shall have closing price of a Common Share on the right grant date and expire and cease to exercise be exercisable on the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration (10)-year anniversary of the ten year termgrant date. Under the Company’s current grant date policy, unless option grants are effective on the 15th (or next business day) of the month next following the later of the date of approval of the option grant or the optionee’s commencement of employment. The Initial Option will be governed by the Plan and other documents issued in connection with the grant. (b) The Executive will also be eligible to receive discretionary annual equity incentive grants in amounts commensurate with the Executive’s employment is terminated for Cause position as Chief Commercial Officer based upon meeting Company and individual performance metrics as determined by the Board or a committee thereof in accordance with Section 10. The Option is intended to satisfy its sole discretion (the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10“Annual Equity Grants”).

Equity. On March 2You agree that the following table sets forth the only interest, 2009equity or otherwise, Executive was granted an option (“Option”) you own in the Company, and that all the grants are subject to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common the Global Blood Therapeutics 2012 Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws Grant Plan and the applicable Restricted Stock Purchase Agreements (each a “RSP Agreement”) or Stock Option Agreements (each a “Stock Option Agreement”) (collectively, the “Equity Compensation PlanDocuments”): Type of Grant Number of Shares Date of Grant Vested Shares as of Separation Date Shares to be Accelerated, or any subsequent equity compensation or similar plan adopted by ECC Subject to you Entering into and generally used to make equity-based awards to management-level employees Complying with this Agreement Stock Option 300,000 March 14, 2013 168,7501 0 Restricted Stock 150,000 September 10, 2014 28,125 121,875 This number includes 75,000 shares previously issued upon your exercise of the Emmis Group (option. Stock Option 200,000 April 9, 2015 — — Stock Option 130,000 April 9, 2015 — — Restricted Stock 120,000 April 9, 2015 — 70,625 Acceleration Although it is under no legal obligation to do so, provided you enter into and comply with this Agreement, the “Plan”). The Option Company shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above accelerate your vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day Separation Date with respect to an aggregate of 192,500 Shares (representing the Term) in accordance aggregate number of Shares that would have vested under all of your time-based equity grants had you remained employed with the applicable Company through June 18, 2016), comprised of (a) 121,875 Shares under your RSP Agreement for the grant dated September 10, 2014 and (b) 70,625 Shares under your RSP Agreement for the grant dated April 9, 2015. If you do not enter into and comply with this Agreement, you vesting schedule will cease on the Separation Date and no acceleration will apply. In either event, the grants will continue to be governed by the Equity Documents. You also acknowledge and agree that notwithstanding any consulting arrangement that you may enter into with the Company providing for your performance of each such optionservices for the Company following the Separation Date, including as contemplated under this letter agreement, the vesting of all of your equity grants will cease on the Separation Date, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant you will not be entitled to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested additional vesting or acceleration other than as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10specifically described above.

Equity. On March 2(i) Promptly following the closing of the Business Transfer Agreement, 2009, Executive was the Officer shall be granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares options immediately exerciseable for 677,293 restricted Common Units of Class A Common Stock of ECC MagnaChip LLC (the “SharesInitial Options”)) at a purchase price equal to $1.00 per Common Unit. The Option has an restricted Common Units issued upon the exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 Initial Options (the “Initial Promote Units”), shall be subject to restrictions contained in an equity incentive plan to be approved by MagnaChip LLC (the “Incentive Plan”). Upon the exercise of the Initial Options by the Officer, the Company shall pay the Officer a bonus, which the Officer agrees will be retained by the Company in satisfaction of the exercise price of the Initial Options. In connection with the payment of the bonus described in the preceding sentence, the Company shall pay the Officer US$380,977.14 to cover U.S. federal withholding relating to such bonus. The Option Officer hereby authorizes and directs the Company to withhold the full amount of such payment to satisfy such withholding requirements. (ii) Following the closing of the Business Transfer Agreement but no sooner than the 91st day after the closing, the Officer shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject be granted an option to purchase the number of restricted Common Units equal to the above vesting scheduledifference between the number of Initial Promote Units and the number of units representing 1.25% of the value of MagnaChip LLC’s Common Units outstanding on such date, Executive after giving effect to the exercise of such options and to options provided to Xx. Xxxx Huh under a corresponding provision in his employment agreement, but prior to giving effect to the exercise of any other warrants or options granted by the Company, including the warrant held by Hynix Semiconductor Inc. and employee options, whether or not then exerciseable or exercised (the “Incremental Options,” and the restricted Common Units issued upon exercise of the Incremental Options shall have be “Incremental Promote Units”), at a purchase price equal to US$1.00 per Common Unit. (iii) Any Initial Promote Units or Incremental Promote Units (together, the right to exercise “Promote Units”) remaining unvested on the Option from time to time during date of the entire ten year term, notwithstanding any Officer’s termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated with Company for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they any reason or no reason shall be administered accordingly. Any option granted subject to Executive prior forfeiture or to March 2, 2009 shall continue to vest repurchase by the Company as follows and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) otherwise in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day terms of the applicable option term provided under the applicable award agreement pursuant Incentive Plan: (A) unvested Initial Promote Units shall be subject to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (forfeiture to the extent Company and (B) unvested Incremental Promote Units shall be subject to repurchase by the Company at a repurchase price of US$1.00 per Unit. Vested Promote Units shall not already fully vested as of be subject to forfeiture to or repurchase by the first day of the Term) Company. The Promote Units shall vest in accordance with the schedule set forth in the Incentive Plan, but generally 25% of the covered units shall be scheduled to vest on the first anniversary of the Officer’s purchase of the Promote Units and an additional 6.25% of the covered units shall be scheduled to vest each calendar quarter thereafter. The Promote Units shall vest in full upon a Change of Control of the Company after which the Officer is no longer the Chief Financial Officer. On any scheduled vesting schedule applicable to each grantdate, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment the Promote Units shall vest only if the Officer is terminated for Cause still employed by the Company (except as otherwise provided in accordance with Section 10this Agreement).

Equity. On March 2the following with respect to long-term incentive awards granted to you under the LTIP (or any predecessor or successor plan to the LTIP): (I) All awards of stock options that have not vested and become exercisable on the date of such termination, 2009but which are at least 25% vested, Executive was granted an option (“Option”) shall accelerate and vest immediately on the Release Effective Date, and will continue to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates greater of twenty-four (24) months or the period provided in accordance with applicable securities laws and 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 terms of the Emmis Group grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. (the “Plan”). The Option shall II) All awards of stock options that have a ten year term commencing March 2, 2009 and vests one hundred percent not vested (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause either in accordance with Section their terms or pursuant to clause (I) above) and become exercisable on the date of such termination, but which would otherwise vest within the twenty-four (24) month period following the termination date, shall accelerate and vest immediately on the Release Effective Date, and will continue to be exercisable for the greater of twenty-four (24) months or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. (III) All awards of stock options that have previously vested and become exercisable by the date of such termination shall remain exercisable for the greater of twenty-four (24) months or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. (IV) With respect to each award of RSUs that is at least 25% vested on the date of your termination, the unvested portion shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10. The Option is intended ) business days thereafter; provided, however, that to satisfy the regulatory exemption from extent that you are a “specified employee” (within the application meaning of Code Section 409A for certain options for service recipient sharesJoseph X. Xxxxxxxxx Xx xx July 20, 2009 and they determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be administered accordingly. Any option granted settled on the earlier of (x) the first business day of the seventh calendar month following the calendar month in which your termination of employment occurs or (y) your death. (V) With respect to Executive prior to March 2all awards of RSUs that are not at least 25% vested on the date of your termination, 2009 but which would otherwise vest within the twenty-four (24) month period following the termination date, shall continue to accelerate and vest immediately on the Release Effective Date and become exercisable during the Term and thereafter be settled within ten (10) business days thereafter; provided, however, that to the extent not already exercisable as of the first day of the Term) in accordance compliance with the applicable vesting schedule performance-based compensation exception is required in order to ensure the deductibility of each any such optionRSU under Code Section 162(m), such RSU shall vest if and when the CBS Compensation Committee certifies that the performance goal relating to such RSU has been met, or, if later, the Release Effective Date, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awardedbe settled within ten (10) business days thereafter; provided, notwithstanding any termination of part-time employment prior to expiration of each such option termfurther, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (that to the extent not already fully vested as that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the first day time of your termination and any portion of your RSUs that would otherwise be settled during the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any six-month period following your termination of full-time or part-time employmentemployment constitutes “deferred compensation” within the meaning of Code Section 409A, unless Executive’s employment is terminated for Cause in accordance with Section 10such portion shall be settled on the Permissible Payment Date.

Equity. On March 2, 2009Subject to Board of Directors approval at the next regularly scheduled uniQure N.V. Board meeting after the execution of this Agreement and commencement of employment, Executive was granted an option shall be granted: (“Option”a) to acquire One Hundred Seventy Fifty-Five Thousand (175,00055,000) restricted stock units of the Company (RSUs), such RSUs vesting pro-rata on each of the first three anniversaries of the grant date; (b) (b) 10,000 (Ten Thousand) restricted stock units of the Company, such RSUs vesting fully on the first anniversary of the grant date; and (c) an option to purchase Thirty-Five Thousand (35,000) ordinary shares of Class A Common Stock of ECC (the “Shares”). The Option has Company, having an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day closing share price on the date of grant, such option vesting over a period of four years, with one-quarter of the Term) in accordance with shares vesting on the applicable first anniversary of the grant date and the remaining shares vesting schedule quarterly on a pro-rata basis during the remainder of each such optionthe vesting period. Each grant will be pursuant to uniQure N.V.’s Amended and Restated 2014 Share Incentive Plan, and the terms will otherwise reflect the standard vesting and other terms and conditions contained in the Share Incentive Plan and the Company’s standard equity grant agreements. Such option will be approved by the Board of Directors of uniQure N.V. not later than at its next regularly scheduled meeting. If the Board fails to make the grant at such regularly scheduled meeting, it shall remain outstanding through the last day of the applicable option term provided be deemed a Good Reason event under the applicable award agreement Section 19(f) hereof. The Executive will be eligible for future equity grants pursuant to which each such option was awardedthe Company’s policies and procedures. Any additional grants during the first-year of employment (not including those provided above) will be prorated based on hire date, notwithstanding any termination and all future grants of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive equity shall continue to vest (be subject to the extent not already fully vested as provisions of the first day this Agreement, including, without limitation, Sections 17 (Change of the TermControl) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10and 19 (Termination).

Equity. On March 2(a) You acknowledge and agree that as of the Last Day of Employment, 2009you have three fully vested and exercisable stock options related to your Board and employee roles (the “Vested Awards”). You further acknowledge and agree that as of the Last Day of Employment, Executive was you have partially vested in the option granted an option to you on February 28, 2018 (the “2018 Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase common shares of Class Moderna, Inc., the Company’s parent (“Parent”), pursuant to the Parent’s 2016 Option and Grant Plan (“Equity Plan”). All shares of the 2018 Option that are not vested as of the Last Day of Employment shall lapse on that date and will not be exercisable, other than the Extension Shares (defined below), which shall be treated as described below. The Equity Plan, together with the stock option agreements governing the Vested Awards and the 2018 Option, are referred to herein as the “Equity Documents.” A Common Stock full and complete summary of ECC your equity awards as of the Last Day of Employment are summarized in Exhibit B. (b) On the Last Day of Employment, 458,715 shares of the 2018 Option have vested, all of which remain exercisable (the “Vested Shares”). In addition, notwithstanding anything to the contrary in the Equity Documents, the shares of the 2018 Option that are scheduled to vest during the Consulting Period will continue to vest and shall be referred to herein as the “Extension Shares” (the shares of the Vested Awards, the Vested Shares, and the vested Extension Shares are collectively referred to as the “Exercisable Shares”). The Option has an exercise price per Share equal Exercisable Shares continue to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on subject to the certificates in accordance with applicable securities laws and terms of the applicable Equity Compensation PlanDocuments, or any subsequent equity compensation or similar plan adopted by ECC and generally used provided, however, that subject to make equity-based awards to management-level employees (i) your continuing compliance with all of the Emmis Group (terms of this Agreement, including without limitation the “Plan”). The Option shall have a ten year term commencing March 2Restrictive Covenants set forth on Exhibit A, 2009 as determined in good faith and vests one hundred percent (100%) on March 2in the sole, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration reasonable discretion of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient sharesBoard, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest (ii) you signing and become exercisable during returning the Term and thereafter Follow-On Release attached hereto as Exhibit C within ten (to the extent not already exercisable as of the first day of the Term10) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through days after the last day of the applicable option term Consulting Period, the Company shall extend the time during which you may exercise the Exercisable Shares until the earlier of (i) the original 10-year expiration date for such Exercisable Shares as provided under in the applicable award agreement pursuant to which each such option was awardedEquity Documents, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest or (to ii) six (6) months after the extent not already fully vested as of the first last day of the TermConsulting Period (the “Extended Exercise Period”). You understand and agree that the Board’s good faith, reasonable determination of whether you have continued to comply with all of the terms of this Agreement and the Restrictive Covenants shall be final and binding, and shall not be subject to challenge or appeal, and that if you bring a claim regarding such a determination by the Board and the Board prevails, you will be obligated to pay all of the Company’s costs relating to any such claim, including attorneys’ fees and expenses. If the Board determines that you have violated any term of this Agreement or the Restrictive Covenants, the post-termination exercise period for the Exercisable Shares shall terminate thirty (30) in accordance with days after the vesting schedule applicable date of the Board’s written notice to each grantyou of such violation (or by the original 10-year expiration date for the Exercisable Shares, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10if earlier).

Equity. On March 2During the Term, 2009the Employee shall participate in all incentive awards made under the Incentive Plan to senior executives generally, Executive was as such awards are granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during by the entire ten Compensation Committee of the Board, in each case at a level, and on terms and conditions, that are (x) commensurate with her positions and responsibilities at the Company and (y) appropriate in light of her performance and of corresponding awards (if any) to other senior executives of the Company. In addition, effective as of the Effective Date, the Employee shall be granted an award of 50,000 Restricted Stock Units (the “RSUs”) under the Incentive Plan, which grant shall vest in full one year termfollowing the Effective Date, notwithstanding any and in full upon a Change in Control (as defined in the Incentive Plan as of the Effective Date). The Company shall also recommend that the Compensation Committee grant a package of options and RSUs substantially similar to what was presented to you which provided for : (i) a grant of 159,091 RSUs under the 2018 Stock Incentive Plan vesting in four equal annual installments beginning one year after the grant date and (ii) stock options to acquire 205,882 shares of common stock, half of which will vest if the Company's stock price remains above a 33% premium over the stock price on the grant date for 20 consecutive trading days and the remaining half will vest if the Company's stock price remains above a 77.6% premium over the stock price on the grant date for 20 consecutive trading days. Any stock options that remain unvested five years after the grant date will vest in full on such date. Employee acknowledges that the Compensation Committee plans on updating the compensation structure for senior executive officers which may impact the equity package granted to her. Shares of the Company’s Common Stock shall generally be issued with respect to the vested RSUs upon the earlier of: (i) a Change in Control, or (ii) Executive’s “separation from service” as defined for purposes of Code Section 409A; provided, however, that the delivery of shares shall be delayed until the earlier of (A) six months following separation from service, or (B) the Executive’s death, if necessary to comply with the requirements of Code Section 409A. Any RSUs granted to the extent that they are scheduled to vest within one year after a termination of part-time employment prior to expiration of the ten year term(if employment had continued), unless Executive’s employment is terminated for Cause shall vest in accordance with their terms during such one-year period upon a termination covered by Section 105(c)(iii). The Option is intended to satisfy Award Agreement for the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they RSU grant shall be administered accordingly. Any option granted deemed to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with include the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10described above.

Equity. On March 2You acknowledge that as of the Separation Date you are vested in that number of stock options, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) RSUs and/or shares of Class A Common equity of Pear Therapeutics, Inc. pursuant to the 2021 Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 Incentive Plan (the “Plan”), as set forth in your account with Shareworks/Xxxxxx Xxxxxxx @ Work. The Option Except as set forth herein, you further acknowledge that all vesting shall have a ten year term commencing March 2terminate immediately upon the Separation Date and any and all rights and obligations with respect to any vested shares, 2009 whether they are options or RSUs, shall be governed solely by the terms of the Plan and vests one hundred percent (100%) on March 2your stock option and/or restricted stock award agreement(s). Notwithstanding the foregoing, 2012. Subject if you timely execute and return to the above vesting schedule, Executive shall have the right to exercise Pear the Option from time to time during the entire ten year termAmendment Agreement attached hereto as Exhibit D, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain then (i) your stock options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall will continue to vest and become exercisable during through February 29, 2024 (notwithstanding your termination of employment), (ii) the Term and thereafter (period for exercising your stock options, to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully that they have vested as of February 29, 2024, will be extended until March 31, 2024, and (iii) as a result of such amendment, any stock options that were “incentive stock options” will no longer qualify as such and will automatically become non-statutory stock options. Please note that the first day executed Option Amendment Agreement must be returned to Pear by no later than one week after the date hereof, if you wish to have your stock options amended as described in the preceding sentence. You acknowledge and agree that, except as specifically set forth in Section 3(c) of this Agreement, you do not now have, and will not in the Termfuture have, rights to vest in any other equity plans (of whatever name or kind) that you participated in accordance or were eligible to participate in during your employment with the vesting schedule applicable Company. In addition, in exchange for the consideration received hereunder, you hereby irrevocably waive any right to each grant, notwithstanding any termination receive a Q3 Performance Bonus Award of full-time or part-time employment, unless Executive’s employment is terminated RSUs for Cause in accordance with Section 10which you were otherwise eligible.

Equity. On March 2The Company and Employee acknowledge that subject to the Management Shareholders Agreement by and among Parent, 2009Employee and Bali Investments S.a.r.l., dated as of December 1, 2005 (the “Management Shareholders Agreement”), and pursuant to the terms of the Amended and Restated Equity Incentive Plan for Executive was Employees of Avago Technologies Limited and Subsidiaries, as amended from time to time (the “Equity Incentive Plan”), Employee has purchased 400,000 ordinary shares of Parent subject to a call right in favor of the Company (the “Call Right”) upon the termination of Employee’s employment with the Company (the “Co-Investment Shares”) and has been granted an option to purchase 1,800,000 ordinary shares of Parent at $5.00 USD per share (the “Option”) ). The Company and Employee acknowledge that, as of the Separation Date, the Option remains unvested with respect to acquire One Hundred Seventy Five Thousand (175,000) 720,000 of the ordinary shares of Class A Common Stock of ECC subject thereto (the “Unvested Shares”). The Option has an exercise price per Share equal to 29.5 cents Company and shall be evidenced by a written grant agreement Employee acknowledge and be exercisable for Shares with such restrictive legends on agree that the certificates in accordance with applicable securities laws and the applicable Equity Compensation PlanOption, or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees as of the Emmis Group Separation Date, shall terminate with respect to all Unvested Shares for no consideration. The Company and Employee further acknowledge that, as of the Separation Date, the Option is vested with respect to 1,080,000 of the ordinary shares subject thereto (the “PlanVested Shares”). The As a result of Parent’s exercise of its Call Right in the Co-Investment Shares and Employee’s exercise of his Option in regards to the Vested Shares, Parent shall (i) pay the sum of $3,248,000 USD and (ii) issue 574,382 ordinary shares of Parent to Employee (the “Issued Shares”). Employee acknowledges and agrees that upon such payment and issuance of the Issued Shares, he shall have a ten year term commencing March 2no further right, 2009 title or interest in any options or the ordinary shares of Parent underlying any options other than the Issued Shares, the Equity Incentive Plan (with respect to such options) and vests one hundred percent (100%) on March 2, 2012any other agreements entered into with respect thereto. Subject The Company and Employee acknowledge and agree that the Issued Shares shall remain subject to the above vesting scheduleexercise notice with respect thereto, Executive shall have the right Management Shareholders Agreement and the Equity Incentive Plan. Employee further agrees to exercise return share certificate number 35 within ten (10) days following the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment date this Agreement is terminated signed by both parties for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10cancellation by Parent.

Equity. On March 2Subject to any accelerated vesting provided under Section 7(a) of the Executive Severance Plan, 2009, Executive was granted an option all options that Employee holds to purchase shares of the Company’s common stock pursuant to the Company’s 2017 Equity Incentive Plan (“Option2017 Plan”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates or in accordance with applicable securities laws and the applicable Equity Compensation Planeach case any predecessor plans, 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent that are not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day Termination Date shall lapse on that date and will not be exercisable. The exercise of any vested stock options shall be subject to the terms of the Term2017 Plan and the agreement(s) evidencing such stock options, including, without limitation, the time limits on exercise. Subject to any accelerated vesting provided under Section 7(a) of the Executive Severance Plan, pursuant to the terms of the 2017 Plan and the agreement(s) evidencing any restricted stock units (“RSUs”) held by Employee as of the Termination Date, all RSUs (time-based and performance-based) held by Employee that are not vested as of the Termination Date shall be automatically canceled as of such date. This section is not intended to modify in accordance with any respect the vesting schedule applicable rights to each grantwhich Employee would otherwise be entitled if Employee were not to agree to this Agreement or the terms governing stock options and RSUs. EMPLOYEE UNDERSTANDS THAT NEITHER THIS AGREEMENT NOR THE COURSE OF EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, notwithstanding any termination of full-time or part-time employmentOR ANY OTHER SERVICE TO THE COMPANY, unless Executive’s employment is terminated for Cause in accordance with Section 10GIVES OR GAVE EMPLOYEE ANY RIGHT, CONTINUING OR OTHERWISE, TO THE REVENUES AND/OR PROFITS OF THE COMPANY AND/OR ANY OTHER RELEASEE (AS DEFINED BELOW) OR ANY OTHER INTEREST, ECONOMIC OR OTHERWISE, IN THE COMPANY AND/OR ANY OTHER RELEASEE (AS DEFINED BELOW).

Equity. On March 2Two additional sentences are hereby added to the end of Section 3.3 of the Agreement as follows: "During the Term, 2009, the Executive was granted an option (“Option”) shall be considered for recommendation to acquire One Hundred Seventy Five Thousand (175,000) shares the Compensation Committee or other committee of Class A Common Stock of ECC the Board (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents "Compensation Committee") administering the Amended and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation PlanRestated Revlon, Inc. Stock Plan (or any subsequent equity plan that may replace it) and/or any other long-term incentive 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option Company as from time to time during in effect, for awards of stock options, restricted shares or other awards, at levels and on terms consistent with the entire ten year term, notwithstanding any termination of partCompany's long-term incentive compensation programs and policies as in effect from time employment prior to expiration time commensurate with his position as President and CEO of the ten year termCompany. If the Company shall terminate the Executive's employment without Cause pursuant to Section 4.4 or if the Executive shall terminate his employment for Good Reason pursuant to Section 4.4, unless Executive’s employment is terminated for Cause each option award and each restricted share award held by the Executive as of the effective date of the First Amendment to this Agreement, specifically the option awards granted on (a) February 17, 2002 (the "2002 Existing Option Award"), (b) May 19, 2003 (the "2003 Existing Option Award"), and (c) April 14, 2004 (the "2004 Existing Option Award") (collectively, the "Existing Option Awards") and the restricted share awards granted on February 17, 2002 and April 14, 2004 (collectively, the "Existing Restricted Share Awards" and, together with the Existing Option Awards, the "Existing Equity Awards"), shall (x) in the case of each of the Existing Option Awards, (A) continue to vest in accordance with Section 10. The its terms as if the Executive's employment had not been terminated and he had remained employed with the Company and (B) as to all stock options granted under Existing Option is intended to satisfy Awards, remain exercisable until the regulatory exemption from later of (i) one year after such Existing Option Award becomes 100% fully vested and exercisable or (ii) 18 months following the application Executive's termination of Code Section 409A employment with the Company, but in no event beyond the original option term of each such award (for certain options for service recipient sharesthe avoidance of doubt, the 2002 Existing Option Award expires on February 17, 2012, the 2003 Existing Option Award expires on May 19, 2013 and they shall be administered accordingly. Any option granted to Executive prior to March 2the 2004 Existing Option Award expires on April 14, 2009 shall 2011) and (y) in the case of each of the Existing Restricted Share Awards, continue to vest as if the Executive's employment had not been terminated and become exercisable during he had remained employed with the Term and thereafter (to Company; provided, however, that in the extent not already exercisable as event of any continued vesting of the first day Existing Option Awards and the Existing Restricted Share Awards as described in this sentence, for purposes of and notwithstanding anything else in the Employee Agreement as to Confidentiality and Non-Competition referred to in the Revlon Executive Severance Policy (the "Non-Competition Agreement"), the Executive agrees that (i) the non-solicitation covenants in Sections 7(b) and 7(c) of the TermNon-Competition Agreement shall remain in effect until the later of (a) in accordance the date that is 12 months following the termination of the Executive's employment with the applicable vesting schedule of each such optionCompany and (b) the date that all Existing Equity Awards are fully vested, and (ii) the non-competition covenant in Section 9 of the Non-Competition Agreement shall remain outstanding through in effect until the last day later of (a) the end of any period specified in Section 9 of the applicable option term provided under Non-Competition Agreement and (b) the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already date that all Existing Equity Awards are fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10vested."

Equity. On March 2, 2009, It will be recommended to the Board that it grant Executive was granted an a stock option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase 3,361,045 shares of Class A Common Stock of ECC the Company’s common stock (the “SharesOption”). The Option has an exercise price per Share equal to 29.5 cents and shall share for the Option will be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends the fair market value of an underlying share of the Company’s common stock on the certificates date of grant, as determined by the Board in accordance a manner intended to comply with applicable securities laws and 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 Section 409A of the Emmis Group Code (the “Plan”as defined below). The vesting schedule of the Option will be as follows: (i) twenty-five percent (25%) of the shares subject to the Option shall have a ten vest on the one (1) year term commencing March 2, 2009 anniversary of the Effective Date; and vests (ii) one hundred percent forty-eighth (100%1/48th) on March 2, 2012. Subject of the shares subject to the above vesting schedule, Executive Option shall have vest each month thereafter on the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first same day of the Term) in accordance with month as the applicable vesting schedule of each such optionEffective Date (and if there is no corresponding day, and shall remain outstanding through on the last day of the applicable option term provided under month), subject to Executive continuing to be a service provider to the applicable award agreement pursuant to which Company on each such option was awardeddate. Notwithstanding the foregoing, notwithstanding any if there is a Change in Control, (A) fifty percent (50%) of the unvested shares subject to the Option shall vest upon the closing of such Change in Control and (B) the remaining fifty percent of the unvested shares subject to the Option shall vest upon the earlier of (I) the termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated without Cause or Executive’s resignation for Cause Good Reason during the 12-month period immediately following the Change in accordance with Control or (II) twelve (12) months following the Change in Control (collectively, such acceleration terms, the “Option Acceleration”). For the avoidance of doubt, the Conditions Precedent described in Section 10. Ownership of any restricted Shares previously granted to Executive 8(b) shall continue to vest (apply to the extent not already fully vested as Option Acceleration in the event of clause (I) in the preceding sentence. The Option shall be subject to the terms, definitions and conditions, including vesting requirements, of the first day Company’s 2014 Equity Incentive Plan (the “Equity Plan”) and a stock option agreement between Executive and the Company (the “Option Agreement”), both of which are incorporated herein by reference. No right to any stock is earned or accrued until such time that vesting occurs, nor does the Term) in accordance with the xxxxx xxxxxx any right to continue vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10.

Equity. On March 2The Executive will be eligible for participation in the Cerevel Therapeutics Holdings, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Inc. 2020 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 Incentive Plan (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedulereceipt of any required approvals (including any required Board approvals) and the Executive’s continued employment through the grant date, the Executive will be granted non-qualified stock options (the “Options”) to purchase shares of the Parent’s common stock, par value $0.0001 per share (the “Common Stock”), performance restricted stock units (“PSUs”) and restricted stock units (the “RSUs” and, together with the Options and the PSUs, the “Equity Awards”), of which the Options shall have the right to exercise the Option from time to time during the entire ten year terman aggregate grant date fair value thereof, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause as determined in accordance with Section 10ASC 718 or its successor provision, equal to $5,250,000 (rounded down to the nearest whole Option), the RSUs shall have an aggregate grant date fair value thereof, as determined in accordance of ASC 718 or its successor provision, equal to $5,250,000 (rounded down to the nearest whole RSU), and the PSUs shall equal $10,500,000 divided by the average of the closing market prices for one share of Common Stock for the twenty (20) consecutive trading days prior to (and including) the Effective Date. The Option is intended to satisfy Equity Awards will be granted on the regulatory exemption from Effective Date and the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (Options will have an exercise price equal to the extent not already exercisable as closing market price on the Nasdaq Global Market of one share of Common Stock on the date it is granted, or if no closing price is reported for such date, the closing price on the next immediately following date for which a closing price is reported. The Equity Awards will be evidenced by individual award agreements and will be subject to the terms of the first day of the Term) in accordance with the applicable vesting schedule of each such optionPlan, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant agreements, any other applicable stockholders’ agreements (collectively, the “Equity Documents”), and any other restrictions and limitations generally applicable to which each such option was awarded, notwithstanding any termination the Common Stock or equity awards held by the Company’s executives or otherwise imposed by law. The terms of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause the Equity Awards will be consistent with Exhibit B hereto in accordance with Section 10all material respects. Ownership In the event of any restricted Shares previously granted to Executive shall continue to vest (to conflict between this Agreement and the extent not already fully vested Equity Documents, and except as of provided in Section 5(d)(iv) below, the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Equity Documents will control.

Equity. On March 2As of your start date, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) the Board of Directors of the Company will grant you 1,000,000 common shares of Class A Common Stock of ECC (the “Sharesrestricted shares”)) of the Company, which will be valued at a per share price equal to the fair market value of such shares on the date of grant. The Option has an exercise price per Share equal restricted shares will be subject to 29.5 cents the terms and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on conditions applicable to stock issuance under the certificates in accordance with applicable securities laws and 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 Company’s 2014 Stock Plan (the “Plan”)) and the applicable Restricted Stock Issuance Agreement. The Option Restricted Stock Issuance Agreement will provide, among other things, that, subject to your continued employment with the Company, your restricted shares shall have a ten year term commencing March 2, 2009 and vests vest at the rate of one hundred percent fourth (100%1/4) on March 2, 2012. Subject (rounded to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration nearest whole share) of the ten year term, unless Executive’s employment is terminated for Cause in accordance restricted shares on your first anniversary with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient sharesCompany, and they an additional one forty-eighth (1/48) of the restricted shares (rounded to the nearest whole share) per month thereafter. In addition, (i) if after the first anniversary the Company terminates your employment without Cause (as defined below) or you resign for Good Reason (as defined below), and in either case you meet the conditions for receipt of severance benefits provided below, then 50% of your then unvested time-based equity grants with respect to shares of the Company’s Common Stock shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest accelerate and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day Date of Termination (as defined below); or (ii) if, within the twelve (12) month period that immediately follows a Change of Control (as defined below) or the initial public offering of the Term) in accordance Company’s shares (the “IPO”), your employment with the vesting schedule applicable Company is terminated: (a) by the Company without Cause, or (b) by you for Good Reason, then 100% of your then unvested time-based equity grants with respect to each grant, notwithstanding any shares of the Company’s Common Stock shall accelerate and become fully vested as of the Date of Termination. Upon the termination of full-time or part-time employmentyour employment for any reason, unless Executive’s any restricted shares that are unvested as of the date of such termination (and whose vesting is not accelerated) shall be forfeited (subject to following sentence). In addition, if your employment is terminated without Cause or by you for Cause in accordance with Section 10Good Reason and either a Change of Control or IPO occurs within three months following the date of termination, your unvested time-based equity grants will become fully vested on the date of the Change of Control or IPO.

Equity. On March 2A. To the extent applicable, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents terms and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 conditions of the Emmis Group First Amended Northstar Healthcare, Inc. Stock Option Plan (the “Plan”) and the Stock Option Agreement(s) executed by Employee pursuant thereto (collectively the “Option Agreements”) are incorporated herein by reference and shall survive the signing of this Agreement. Pursuant to the Plan and Options Agreements, Employee has been granted options to purchase a total of 1,500,000 shares of the Company’s non-voting Common Stock (the “Options”). The Option As of the Separation Date, Employee shall have vested in options to purchase a ten year term commencing March 2, 2009 total of 1,000,000 shares of the Company’s non-voting Common Stock (the “Vested Options”). 548,218 of the Vested Options may be exercised by Employee at a purchase price of CAD $1.87 per share and vests one hundred percent (100%) on March 2, 2012451,782 of the Vested Options may be exercised by Employee at a purchase price of CAD $3.44 per share. Subject Employee shall not be permitted to vest in any additional options or other forms of Company equity following the above vesting schedule, Executive Separation Date. Employee shall have retain the right to exercise the Option from time to time Vested Options during the entire ten year termninety (90) day period following the Separation Date or the applicable time period set forth in the Plan and Option Agreements; otherwise, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they Options shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) terminate in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day provisions of the applicable option term provided under Plan. Any part of the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent Options that are not already fully vested as of the first day Separation Date shall be forfeited. The parties mutually agree that Employee shall forfeit any entitlement to the RSUs described in the last sentence of Section 4(c) of the TermFirst Amendment to the Employment Agreement. B. Employee holds 3,143,746 shares of common stock in Nobilis Health Corp. (the “Employee Common Shares”) some of which were issued pursuant to that certain Confidential Agreement by and between Northstar Healthcare Subco, LLC, Nobilis Health Corp., Xxxxx Health Corp., North American Laserscopic Institute, LLC, and various Athas Sellers, made effective June 30, 2015 (the “Confidential Agreement”). All Employee Common Shares are subject to certain restrictions found in accordance Section 2 of the Confidential Agreement (the “Sales Restrictions”). On the Effective Date, the Company agrees that the Sales Restrictions placed on the Employee Common Shares, are hereby removed and eliminated. The Company and Employee further agree that this Section constitutes an amendment of the Confidential Agreement to remove Section 2(a) through (h) as it applies to the Employee Common Shares, and it is the intent of the parties that no provision set forth in Section 2(a) through (h) of the Confidential Agreement shall constitute a restriction on Employee’s ability to transfer the Employee Common Shares. Moreover, Company agrees to work with the vesting schedule Employee in good faith to remove all contractual lock-up legends on all of Employee’s stock as soon as possible. Notwithstanding anything herein, Employee shall remain subject to any trading or resale restrictions imposed under applicable U.S. and Canadian securities laws and regulations, and Employee hereby undertakes to each grant, notwithstanding comply in all respect with any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10such laws and regulations.

Equity. On March 2, 2009, The Parties acknowledge and agree that Executive was granted an option (“Option”) is party to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC award agreements (the “SharesAward Agreements”) pursuant to the terms of the Company’s 2006 Performance Incentive Plan (the “2006 Plan”) and the 2014 Performance Incentive Plan (together with the 2006 Plan, the “Plans”) under which he has been granted (i) stock options to purchase shares of common stock of the Company (the “Options”), (ii) time-vesting restricted stock units (the “RSUs”) and (iii) performance-vesting restricted stock units with a three-year performance period (the “3-Year PSUs”) and performance-vesting restricted stock units with a one-year performance period (the “1-Year PSUs”, and together with the 3-Year PSUs, the “PSUs”). The Option has an exercise price per Share equal to 29.5 cents All Options, RSUs and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws PSUs (and the applicable Equity Compensation Plan, or any subsequent equity compensation or similar plan adopted dividend equivalents credited thereon) held by ECC and generally used to make equity-based awards to management-level employees Executive as of the Emmis Group (the “Plan”)date hereof are set forth on Exhibit A attached hereto. The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration In further consideration of the ten year termterms, unless representations, and releases in this Agreement, and subject to Executive’s employment is terminated for Cause in accordance compliance with Section 10. The Option is intended to satisfy 9 of the regulatory exemption from Prior Agreement, the application Company agrees that: a. all outstanding Options held by Executive as of Code Section 409A for certain options for service recipient shares, and they the Separation Date shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during upon the Term and thereafter (Separation Date to the extent not already exercisable as vested and exercisable, and Executive shall be entitled to exercise all such Options during the remainder of the first day applicable ten-year term (disregarding any termination of employment that would otherwise reduce the applicable ten-year term); b. as set forth on Exhibit A attached hereto on page A-3 thereof, all RSUs shall vest upon the Separation Date and shall be settled in shares of common stock of the TermCompany equal to the number of RSUs subject to such awards on the date which is six (6) months following the Separation Date (or the date of Executive’s death, if earlier); and c. the PSUs shall vest (if at all) as follows: (i) the 3-Year PSUs granted to Executive in 2014 (and dividend equivalents credited thereon) shall remain outstanding pending the determination by the Compensation Committee as to whether the Company has attained the pre-established performance goals (the “Committee Determination”) for the performance period ending December 31, 2016, and shall vest (if at all) based upon the achievement of such goals; (ii) the 1-Year PSUs granted to Executive in 2015 (and dividend equivalents credited thereon) shall remain outstanding pending the Committee Determination for the performance period ending December 31, 2015, and shall vest (if at all) based upon achievement of such goals; and (iii) the 3-Year PSUs granted to Executive in 2015 (and dividend equivalents credited thereon) shall remain outstanding pending the Committee Determination for the performance period ending December 31, 2017, and a pro rata portion shall vest (if at all) based upon the achievement of such goals, with such pro rata portion based on the number of full months in the performance period through December 31, 2016 as compared to the total number of months in the performance period. Any PSUs that vest in accordance with the applicable vesting schedule foregoing shall be settled in shares of each such option, common stock of the Company as soon as administratively practicable following the Committee Determination (and shall remain outstanding through in all events no later than March 15 following the last day end of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10performance period).

Equity. On March 2(1) Each of Executive’s then-outstanding unvested Equity Awards, 2009other than Performance Awards (defined below), Executive was granted an option shall accelerate and become vested and exercisable or settleable with respect [100/50]% of the then-unvested shares subject thereto. With respect to awards that would otherwise vest only upon satisfaction of performance criteria (“OptionPerformance Awards”), then the vesting will accelerate as set forth in the terms of the applicable performance-based Equity Award agreement. Subject to Section 2(d), the accelerated vesting described above shall be effective as of the Qualifying Termination; provided, that, if the Qualified Termination during a Change in Control Period occurs prior to the Change in Control, then any unvested portion of the terminated Executive’s Equity Awards will remain outstanding for three (3) months following the Qualifying Termination (provided that in no event will the terminated Executive’s Equity Awards remain outstanding beyond the expiration of the Equity Award’s maximum term). In the event that the proposed Change in Control is terminated without having been completed, any unvested portion of the terminated Executive’s Equity Awards automatically will be forfeited permanently without having vested effective three (3) months following the Executive’s Qualifying Termination. (2) Notwithstanding anything to acquire One Hundred Seventy Five Thousand the contrary, if the successor or acquiring corporation (175,000if any) shares of Class A Common Stock the Company refuses to assume, convert, replace or substitute Executive’s unvested Equity Awards, as provided in Section 21.1 of ECC the Company’s 2017 Equity Incentive Plan (the “Shares2017 Plan”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by , in connection with a written grant agreement and be exercisable for Shares with such restrictive legends on Corporate Transaction (as defined in the certificates in accordance with applicable securities laws and 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 as provided in Section 12 of the Emmis Group Company’s 2013 Stock Plan (the “2013 Plan” and together with the 2017 Plan, the “Plans”). The Option shall have ) in connection with a ten year term commencing March 2Change of Control (as defined in the 2013 Plan) then notwithstanding any other provision in this Agreement, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject the Plans or any Equity Award Agreement to the above vesting schedulecontrary, Executive each of Executive’s then-outstanding and unvested Equity Awards, other than Performance Awards, that are not assumed, converted, replaced or substituted, shall have accelerate and become vested and exercisable as to [100/50]% of the right then-unvested shares subject to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment Equity Awards effective immediately prior to expiration the Corporate Transaction or Change of the ten year termControl, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, as applicable and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (terminate to the extent not already exercisable exercised (as applicable) upon the Corporate Transaction or Change of Control, as applicable. With respect to Performance Awards, the first day of vesting for such Performance Awards will accelerate as set forth in the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day terms of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of partperformance-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10based Equity Award agreement.

Equity. On Subject to Employee’s (x) continued employment in good standing with the Company through March 215, 20092023, Executive was granted an option (“Option”y) continued compliance with the terms and conditions set forth in this Agreement and with the Restrictive Covenants (as defined below), and (z) execution, re-execution and non-revocation of this Agreement pursuant to acquire One Hundred Seventy Five Thousand Section 4(g): (175,000i) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plan, or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equityOne-based awards to management-level employees of the Emmis Group (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject of the RSUs granted to Employee pursuant to the above vesting schedule, Executive RSU Grant Agreements shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day Release Effective Date (as defined below); and (ii) A prorated portion of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement unvested PSUs granted to Employee pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive the PSU Grant Agreement shall continue to vest (to the extent not already fully vested as of the first day Release Effective Date, with such portion determined by multiplying the number of Target PSUs (as defined in the PSU Grant Agreement) by a fraction, (A) the numerator of which equals the number of calendar days that Employee was employed by the Company or any of its affiliates during the Performance Period (as defined in the PSU Grant Agreement) and (B) the denominator of which equals the total number of calendar days in the Performance Period, and all then-unvested PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. For the avoidance of doubt, Employee acknowledges and agrees that Employee has no further rights, payments or benefits under the Plan, the Grant Agreements or any other equity compensation plans or agreements with the Company or any of its affiliates. Further, Employee hereby acknowledges and agrees that, in the event (A) Employee’s representations to the Company as set forth in Section 5(e)(i) hereof are no longer accurate as of the TermRe-Execution Date (as defined below), or (B) Employee does not re-execute this Agreement or Employee revokes such re-execution, Employee shall have no rights to the payments and benefits set forth in accordance with this Section 2(c), and any RSUs and PSUs that are unvested as of the vesting schedule applicable Separation Date (and all rights arising from such RSUs and PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10the Company.

Equity. On March 2Subject to the grant being made by Parent’s Board of Directors, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares the Employee will be recommended for a restricted stock unit grant in the value of US$1,850,000 of Parent’s Class A Common Stock. The Employee’s restricted stock unit grant will be subject to the vesting schedule and other terms and conditions of Parent’s 2016 Equity Incentive Plan and the related Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement, all of ECC which the Employee will receive under separate cover. The Employee will be required to sign the Restricted Stock Unit Agreement as a condition of receiving the restricted stock units. If the Employee’s Involuntary Termination occurs either in connection with a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan), or within three (3) months prior to or within twelve (12) months following the closing of a Change in Control, and provided that the Employee remains in compliance with the terms of this Agreement, then the Employee will be entitled to the Severance Benefits provided for above in Section 3.5, and the following additional benefits: (a) an amount equal to six (6) months of the Employee’s then-current annual target bonus as per Clause 6.2 to be paid in equal instalments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of the Involuntary Termination; (b) 100% of all of the Employee’s then-outstanding time-based unvested Parent equity awards will accelerate and will be deemed vested and exercisable (if applicable) as of the Employee’s date of Involuntary Termination; and (c) the Employee’s then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the greater of the Employee’s target performance rate or actual performance as of the Employee’s date of Involuntary Termination (collectively, the “SharesChange in Control Severance Benefits”). The Option has an exercise price per Share equal to 29.5 cents and shall Employee will be evidenced by a written grant agreement and be exercisable eligible for Shares consideration for future grants of equity awards in connection with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plan, or any subsequent equity annual executive compensation or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees determination process of the Emmis Group (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration Compensation Committee of the ten year term, unless ExecutiveParent’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application Board of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Directors.

Equity. On March 2, 2009, Executive was previously granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC a performance share award (the “SharesPSA”)) under the Company’s 2019 Equity Incentive Plan. The Option has an exercise price per Share equal Subject to 29.5 cents and shall be evidenced approval by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws Board and the applicable Equity Compensation Plan, Company’s stockholders of an amendment or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees replacement of the Emmis Group Company’s 2020 Equity Incentive Plan (as amended, replaced or otherwise modified, the “Plan”). The Option ) to include a sufficient number of shares available under the Plan to grant such an award, the Board (or its Compensation Committee) will grant Executive, as of the date of the necessary amendment or replacement is effective, an award of restricted stock units (“RSUs”) under the Plan (the “RSU Award”) entitling Executive to 400,000 shares of the Company’s Common Stock, which restricted stock units shall have a ten year term commencing March 2vest on the following schedule: · 111,706 RSUs on January 20, 2009 and vests one hundred percent (100%) 2023 · 111,706 RSUs on March 2January 20, 2012. Subject 2024 · 111,706 RSUs on January 20, 2025 · 64,882 RSUs on Xxxxxx 00, 0000 Xxx XXX Award will be subject to the above Plan and the form of award agreement thereunder approved by the Board (or its Compensation Committee) and will provide that (i) tax withholdings required in connection with the vesting scheduleof the RSUs and settlement of shares with respect thereto shall be satisfied by a share withholding procedure pursuant to which the Company will withhold, Executive shall have immediately as shares are issued under the right RSU Award, a portion of those shares with a fair market value (measured as of the issuance date) equal to exercise the Option from time statutory minimum withholding amount and (ii) that each RSU will be settled upon vesting in one share of the Company’s common stock Notwithstanding anything to time during the entire ten year termcontrary in this Agreement, notwithstanding any termination of part-time employment the RSU Award will accelerate vesting and become 100% vested if, on or prior to expiration the 5th anniversary of the ten year termPrior Employment Agreement Effective Date (August 20, unless 2025), Executive’s employment is terminated by the Company without Cause or due to Executive’s death. For this purpose, “Cause” shall consist of a termination due to the following as specified in the notice of termination (and in each case Executive fails to cure within thirty (30) days of delivery of such notice of termination, except as to clauses (v) or (vi), which shall not be subject to cure) (i) Executive’s failure, subject to the relaxed standard in Section 1(b), to substantially perform the fundamental duties and responsibilities associated with the position(s) he holds for any reason, including Executive’s failure or refusal to carry out reasonable instructions; (ii) Executive’s material breach of any material written Company policy; (iii) Executive’s gross misconduct in the performance of Executive’s duties for the Company; (iv) Executive’s material breach of the terms of this Agreement; (v) Executive being convicted of, or pleading nolo contendere or equivalent to, any fraudulent or felony criminal offense or any other criminal offense which reflects adversely on the Company or reflects conduct or character that the Board reasonably concludes is inconsistent with continued employment; or (vi) any criminal conduct that is a “statutory disqualifying event” (as defined under federal securities laws, rules and regulations). Prior to any termination for Cause, and subsequent to any applicable thirty (30) day period of time within which Executive may be permitted to cure, Executive will be entitled to appear (with counsel) before the full Board to present information regarding his views on the Cause event, and after such hearing, there must be at least a majority vote of the full Board (other than Executive) to terminate him for Cause. After providing the notice in accordance foregoing sentence, the Board may suspend Executive with Section 10full pay and benefits until a final determination pursuant to this paragraph has been made. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control that involves a Corporate Transaction (each as defined in the Plan), the RSU Award shall become fully vested immediately prior to the effective time of such Change in Control. The Option is intended Company and Executive agree that the change to satisfy the regulatory exemption Executive’s title from the application of Code Section 409A “Interim Chief Executive Officer” to “Chief Executive Officer” pursuant to this Agreement shall not be treated as Executive ceasing to serve as “Interim Chief Executive Officer” or “ICEO” for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as purposes of the first day PSA award or any other outstanding equity award. The Company and Executive further agree that the removal of Executive’s “Chief Strategy Officer” title does not result in the vesting of the TermPSA Award (or any portion thereof) in accordance with the applicable vesting schedule of each such option, and shall remain or any other outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10equity award.

Equity. On March 2, 2009, ADSC also agrees that in further consideration of the agreements and promises made by Executive was granted an option in Article VI herein the tranche of (1) any time-based restricted stock units (“OptionTBRSU”) that would otherwise be scheduled to acquire One Hundred Seventy Five Thousand (175,000) shares vest between March 1, 2012 and February 28, 2013 shall, subject to Executive’s continued employment with ADSI through March 1, 2012, continue to vest and be paid in February, 2013 pursuant to the schedule established by the Compensation Committee of Class A Common Stock the ADSC Board for all equity awards for that same period, consistent with Section 409A of ECC the Internal Revenue Code of 1986, as amended (the “SharesCode”) (it being understood that for purposes of Section 409A of the Code, such TBRSUs will cease being subject to a substantial risk of forfeiture as of March 1, 2012 and therefore must be paid no later than March 15, 2013). The Option has an exercise price per Share equal to 29.5 cents ; and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on (2) the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plan, or tranche of any subsequent equity compensation or similar plan adopted by ECC and generally used to make equityperformance-based awards restricted stock units (“PBRSU”) for which performance restrictions are scheduled to management-level employees of the Emmis Group (the “Plan”). The Option shall have a ten year term commencing lapse between March 21, 2009 2012 and vests one hundred percent (100%) on March 2February 28, 2012. Subject to the above vesting schedule2013, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (be paid in February 2013 pursuant to the extent not already schedule and performance metrics as established by the Compensation Committee of the ADSC Board for all equity awards for that same period, without regard to any continuing employment requirements, consistent with Section 409A of the Code. The parties agree that the Equity described in this Article III.C. shall also be considered a Protective Covenants Payment. Additionally, as approved by the Compensation Committee of the ADSC Board, Executive’s options to acquire shares of ADSC common stock (“Options”) that are or shall become vested on or prior to the Retirement Date shall be exercisable per the original stock option agreements and the retirement provisions as specified in the Amended and Restated Alliance Data Systems Corporation and its Subsidiaries Stock Option and Restricted Stock Plan, the Alliance Data Systems Corporation 2003 Long Term Incentive Plan, the Alliance Data Systems Corporation 2005 Long-Term Incentive Plan and the 2010 Omnibus Incentive Plan, whichever is applicable to particular Options (collectively, the “LTI Plans”), but in no event shall any Option be exercisable following the earlier of (i) twelve (12) months following the Retirement Date, or (ii) the expiration of ten (10) years from the date on which the applicable award was granted. Any Options that are unvested as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and Retirement Date shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10be forfeited.

Equity. On March 2the following with respect to awards granted to you under the LTIP (or any predecessor plan to the LTIP): Xxxxxxx X. Xxxxxxxx As of February 3, 20092011 (I) All awards of stock options that have not vested and become exercisable on the date of such termination, Executive was granted but which would otherwise vest on or before the end of an option eighteen (“Option”18) month period thereafter, shall accelerate and vest immediately on the Release Effective Date, and will continue to acquire One Hundred Seventy Five Thousand be exercisable until the greater of eighteen (175,00018) months following the termination date or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. (II) All awards of stock options that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. (III) All awards of restricted shares of Class A Common Stock of ECC and restricted share units (the “SharesRSUs”) that would otherwise vest on or before the end of an eighteen (18) month period following the termination date shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that to the extent compliance with the performance-based compensation exception is required in order to ensure the deductibility of any restricted shares or RSU under Internal Revenue Code Section 162(m) (“Code Section 162(m)”). The Option , such restricted shares or RSU shall vest if and when the Committee certifies that the performance goal relating to such RSU has an exercise price per Share equal to 29.5 cents been met, or, if later, the Release Effective Date, and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plansettled within ten (10) business days thereafter; provided, 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”). The Option shall have a ten year term commencing March 2further, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject that to the above vesting schedule, Executive shall have extent that you are a “specified employee” (within the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application meaning of Code Section 409A for certain options for service recipient sharesand determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, and they such portion shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during settled on the Term and thereafter earlier of (to the extent not already exercisable as of x) the first business day of the Term) seventh calendar month following the calendar month in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any your termination of part-time employment prior to expiration occurs or (y) your death. Xxxxxxx X. Xxxxxxxx As of each such option termFebruary 3, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10.2011

Equity. On March 2(i) Subject to the approval of the Compensation Committee of the Board of Directors of the Company and the terms and conditions of the Company’s 2015 Stock Incentive Plan and the applicable award agreement, 2009, the Executive was shall be granted an a stock option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase ____ shares of Class A Common Stock the Company’s common stock with an exercise price equal to the fair market value of ECC the Company’s common stock on the date of grant (the “SharesOption Grant”). The Option has an exercise price per Share equal Grant shall vest as follows: 25% of shares subject to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends the Option Grant will vest, subject to the Executive’s continued provision of services to the Company, on the certificates in accordance first anniversary of the Executive’s first day of employment with applicable securities laws the Company (such date, the “Xxxxx Xxxx Date”), and the applicable Equity Compensation Planremaining shares subject to the Option Grant will vest over the three-year period following the Xxxxx Xxxx Date, or any subsequent in equal quarterly installments, subject to the Executive’s continued provision of services to the Company. The Executive may be eligible to receive additional equity compensation or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees grants as the Board of Directors of the Emmis Group Company shall deem appropriate in its sole discretion. (ii) Immediately prior to a Change in Control, fifty percent (50%) of the “Plan”). The Option unvested portion of any outstanding equity award held by the Executive shall have vest and become exercisable or free from forfeiture or repurchase, as applicable, such that the remaining unvested portion of the Executive’s equity award shall vest, in substantially equal quarterly installments over a ten year term commencing March 2period of two years following the Change in Control or, 2009 and vests if shorter, the remaining period of the original vesting schedule set forth in the applicable award agreement; provided, however, that if the acquiring or succeeding corporation (or an affiliate thereof) in such Change in Control does not agree to assume the Executive’s outstanding unvested equity awards or substitute such awards for equivalent awards, one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they outstanding unvested equity awards shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (or free from forfeiture or repurchase, as applicable, prior to the extent Change in Control; provided, further, however, that the foregoing shall not already exercisable replace any more favorable vesting acceleration provision provided for in any equity award agreement governing an equity award held by the Executive. (iii) Upon a termination of the Executive’s employment due to the Executive’s death or Disability, any vested equity awards as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and Executive’s termination date shall remain outstanding through exercisable for twelve (12) months following the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10date.

Equity. On March 2(a) As an inducement to Employee to enter into this Agreement, 2009the Company hereby grants to Employee, Executive was as of the date of execution of this Agreement, options to purchase an aggregate of 300,000 (i) Options to purchase 150,000 shares shall vest on the six month anniversary of the Effective Date and (ii) Options to purchase 150,000 shares shall vest on the twelve month anniversary of the Effective Date. (b) During your employment with the Company, you will be eligible to be granted additional annual equity awards under the Plan in the discretion of the Committee or the Board. The actual grant date value of any such additional awards shall be determined in the discretion of the Committee after taking into account the Company’s and your performance and other relevant factors and any such awards shall include such vesting conditions and other terms and conditions as determined by the Committee or the Board. (c) Upon the request of the Company and for no additional consideration beyond that provided for in this Agreement, Employee agrees to enter into an option agreement, on a form provided by the Company, restricting the exercise of the Options and/or limiting the ability of the Employee to resell the shares of Common Stock underlying the Options (a “OptionLock-up Agreement”) on terms and conditions substantially similar to acquire One Hundred Seventy Five Thousand those applicable to other officers and/or directors of the Company that are requested to enter into such an agreement. Employee’s obligation to execute a Lock-up Agreement is subject to the condition that all of the then-current members of the Board of Directors and executive officers of the Company are also required to execute the Lock-up Agreement. (175,000d) The Company agrees that as of the date of execution of this Agreement, all unvested restricted stock units (the “RSUs”) granted to Employee pursuant to that certain employment offer letter, dated February 18, 2015 previously entered into by the parties, shall immediately be vested and that the Company shall promptly cause the issuance and delivery to the Employee of all of the shares of Class A Common Stock issuable pursuant to such unvested RSUs. (e) In the event of a termination of Employee’s employment with the Company during or upon the expiration of the Term, the following will apply with respect to the Options: (i) if the termination is for Cause, then all of the Options granted as of the Termination Date shall terminate immediately and be null and void; (ii) if the termination is due to the expiration of this Agreement without any further renewal or extension, or the Employee terminates employment with the Company for other than for Good Reason, the Employee’s (or his estate’s or legal representative’s) right to purchase shares of Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject Company pursuant to the above vesting scheduleOptions, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (solely to the extent not already exercisable vested as of the first day of the Term) Termination Date, shall remain exercisable in accordance with the applicable vesting schedule Plan, but in no event after the expiration of each such optionthe exercise period specified in the Options; (iii) if (1) the Company terminates Employee’s employment without Cause, (2) Employee resigns for Good Reason, or (3) the termination is due to the Employee’s death or Disability, then, subject to compliance with the conditions specified in Section 8(d), any unvested Options shall immediately vest and the exercise period in which Employee may exercise his Options shall be extended to the duration of their original term as if Employee remained an employee of the Company, and the terms of such Options shall remain outstanding through be deemed amended to take into account the last day foregoing provisions; and (iv) if (1) during the period commencing on the date the Company enters into a definitive agreement with respect to a transaction that would constitute a Change in Control (including a definitive merger or acquisition agreement contemplated by that certain Letter of Intent dated August 19, 2015 between the Company and Peachstate Health Management, LLC) and ending on the date the definitive agreement therefor is terminated or the Change in Control is consummated, the Company terminates Employee’s employment without Cause, (2) during the period commencing upon the consummation of the applicable option term provided under Change in Control and ending 180 days thereafter, either (i) the applicable award agreement pursuant to which each such option was awardedCompany or, notwithstanding any termination of part-time employment prior to expiration of each such option termif applicable, unless Executivethe Successor Employer terminates Employee’s employment is terminated without Cause or (ii) Employee resigns for Cause Good Reason, then, subject to compliance with the conditions specified in accordance with Section 10. Ownership of 8(d), any restricted Shares previously granted to Executive unvested Options shall continue to immediately vest (and the exercise period in which Employee may exercise his Options shall be extended to the extent not already fully vested duration of their original term as if Employee remained an employee of the first day Company, and the terms of such Options shall be deemed amended to take into account the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10foregoing provisions.

Equity. (i) On March 2the Effective Date, 2009, Executive was granted an option (“Option”) the Company shall grant to acquire One Hundred Seventy Five Thousand (175,000) Schein 2,000,000 shares of Class A Common Stock restricted common stock of ECC the Company (the “Shares”"New Restricted Stock"). The Option has an exercise price per Share equal vesting schedule applicable to 29.5 cents the New Restricted Stock is as follows: 50% of the New Restricted Stock shall vest and the restrictions thereon shall lapse on the FDA Approval Date and thereafter 25% of the New Restricted Stock shall vest and the restrictions thereon shall lapse on each of the first and second anniversaries of the FDA Approval Date subject to Schein’s continued employment on the applicable vesting dates, except as provided below in Section 7. The New Restricted Stock shall be evidenced by a written grant restricted stock award agreement that incorporates the terms herein, including, but not limited to, granting Schein the election to have the Company withhold that number of shares sufficient to satisfy the minimum tax withholding obligations from the shares at the time of vesting to satisfy such tax withholding obligation. In the event of a Change in Control (as defined below), the unvested shares of New Restricted Stock shall be assumed by the acquiring company and converted into restricted stock of the acquiring company (or parent company) in a manner designed to preserve the economic value of the New Restricted Stock immediately prior to the Change in Control and in a manner consistent with the treatment of other stockholders; provided that if the consideration received in the Change in Control is in the form of cash, the acquiring company (or the acquirer’s parent company) may either assume such unvested shares of New Restricted Stock as provided above or may pay Schein an amount in cash on each applicable vesting date for such shares as if the New Restricted Stock was assumed as provided above based upon the fair market value of the acquiring company’s (or its parent’s) capital stock on each of the applicable vesting dates. For the purposes hereof, “fair market value” shall be exercisable either (A) the average of the high and low or closing bid and asked prices of the acquiring company’s (or its parent’s) capital stock on each vesting date if such stock is listed for Shares with such restrictive legends trading on a national securities exchange, the NASDAQ Stock Market or is traded on the certificates in accordance with applicable securities laws over-the-counter bulletin board or (B) if the acquiring company’s (or its parent’s) capital stock is not publicly traded, then as determined by an independent valuation company mutually acceptable to Schein and 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 acquirer. The award agreement shall contain such other customary terms that are consistent with the terms of the Emmis Group Company's 2004 Omnibus Incentive Compensation Plan (the “Plan”). The Option shall have . (ii) Schein has previously been granted a ten year term commencing March 2fully vested option to purchase 1,427,450 shares at a per share exercise price of $.30 under the Plan and such option will remain outstanding through November 1, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) 2014 in accordance with the applicable vesting schedule option agreement (the “2004 Options”). (iii) Pursuant to the Plan, Schein was granted a nonqualified stock option to purchase 1,600,000 shares of each such optionthe Company's Common Stock at a per share exercise price of $1.60 on January 17, and shall 2007 (the "Jan 2007 Options"). The Jan 2007 Options will remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable option agreement and the applicable provisions of the Amended and Restated Employment Agreement with Schein dated January 17, 2007 which are incorporated herein. (iv) The Company covenants to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance maintain a Form S-8 Registration Statement on file with Section 10the SEC with respect to the equity awards made to Schein.

Equity. On March 2Within thirty (30) days following the Start Date, 2009, Executive was granted an option (“Option”) the Company will grant to acquire One Hundred Seventy Five Thousand (175,000) the Employee a number of restricted shares of Class A Common Stock B common stock of ECC the Company representing five percent of the total outstanding shares of the Company after giving effect to the exercise, conversion, or exchange of all outstanding securities that are exercisable or exchangeable for, or convertible into, capital stock of the Company (the “SharesInitial Grant”). The Option has Upon consummation, within six (6) months of the Start Date (the “Trigger Date”), of any merger or acquisition involving the Company and any other entity in which it holds, on the date hereof, twenty-five percent (25%) or more of the outstanding equity securities (a “Transaction”), then, provided that the Employee shall not have given notice of termination of this Agreement and this Agreement shall not have otherwise terminated, the Company will grant the Employee additional restricted shares of Class B common stock of the Company so that the Employee’s equity interest in the Company represents an exercise price per Share equal indirect, beneficial five percent ownership interest in Rxxxxx Pharmaceuticals, Inc. (“Rxxxxx Pharma”) after giving effect to 29.5 cents the exercise, conversion, or exchange of all outstanding securities that are exercisable or exchangeable for, or convertible into, capital stock of the Company. If no Transaction is consummated by the Trigger Date, then subject to the provisions of Section 9 below, and provided that the Employee shall not have given notice of termination of this Agreement and this Agreement shall not have otherwise terminated, the Company will grant the Employee additional restricted shares of Class B common stock of the Company so that the Employee’s equity interest in the Company represents an indirect, beneficial five percent ownership interest in Rxxxxx Pharma after giving effect to the exercise, conversion, or exchange of all outstanding securities that are exercisable or exchangeable for, or convertible into, capital stock of the Company. One-fourth of the restricted shares or other interests granted (including anti-dilution grants or grants under Section 9(b)) will vest five (5) business days following the first anniversary of the Start Date (the “Initial Vesting Date”) and the remainder of the restricted shares will vest ratably on a monthly basis beginning with the thirteenth month following the Start Date and all grants will be evidenced vested by a written the fourth annual anniversary of the Start Date. Except as otherwise set forth in this Agreement or any grant agreement governing the shares, upon termination of the Employee’s employment for any reason, all unvested restricted shares will be forfeited and be exercisable for Shares with such restrictive legends on all vested shares will remain the certificates Employee’s and not subject to forfeiture. All unvested grants shall vest upon a Change of Control (as defined in accordance with applicable securities laws the Company’s 2018 Stock Option and the applicable Equity Compensation Incentive 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 as amended (the “Plan”)) other than a Transaction. The Option restricted stock will be subject to the terms of the Plan, a similar plan to be adopted by the Company, or a definitive grant agreement incorporating terms of the Plan. Prior to the date of the Initial Grant, the Company shall have file a ten year term commencing March 2new registration statement on Form S-8 for the purpose of registering the issuance of the shares of Class B common stock of the Company issuable to the Employee pursuant to this Section 6(e)(v). The Company shall take commercially reasonable action to provide that, 2009 and vests one hundred percent (100%) on March 2or prior to the Initial Vesting Date, 2012the Company has an effective registration statement covering the resale by the Employee of the restricted stock granted hereunder. Subject to compliance with the above Company’s Ixxxxxx Xxxxxxx Policy, the Company will not restrict the Employee from selling vested restricted stock in order to cover any tax liability resulting from the vesting scheduleof restricted stock, Executive and will provide reasonable assistance to the Employee in developing an appropriate 10b5-1trading plan. The Company shall have at all times use commercially reasonable efforts to maintain the right effectiveness of any registration statement covering the shares of Class B common stock (including those received, if applicable, pursuant to exercise Section 9 below), to maintain the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration listing of the ten year termClass B common stock on a national stock exchange and to file with the Securities Exchange Commission and any applicable exchanges in a timely manner all reports and other documents and information required of the Company under the Securities Act of 1933 (and related regulations), unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application Securities Exchange Act of Code Section 409A for certain options for service recipient shares1934 (and related regulations), and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day rules of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10exchanges.

Equity. On March 2, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws Company and the applicable Equity Compensation PlanEmployee acknowledge and agree that the Company intends to, or any subsequent but has not yet, adopted an equity compensation or similar incentive plan adopted by ECC and generally used to make equity-based awards to management-level employees of the Emmis Group (the “Plan”). The Consequently, the Company and the Employee agree that after the adoption of the Plan the Company shall issue to the Employee, as mutually agreed upon by the Company and the Employee, either: (a) 200,000 shares of restricted Common Stock of the Company (the “Restricted Shares”); or (b) a stock option to purchase 200,000 shares of Common Stock (the “Option Shares”) of the Company (the “Option”). If the Company and the Employee agree that the Employee shall receive the Restricted Shares, the issuance of such Restricted Shares shall be contingent upon the Restricted Shares: (i) being issued to the Employee at a price per share mutually agreeable to the parties; (ii) being subject to all of the terms and conditions of the Plan; and (iii) being subject to the terms and conditions of a restricted stock agreement (the “Restricted Stock Agreement”) mutually agreeable to the parties which will provide, in part, that the Restricted Shares shall be subject to a four (4) year reverse vesting schedule which shall lapse as follows: 25% on the first anniversary of the Employee’s start date and then 6.25% at the end of each subsequent fiscal quarter. If the Company and the Employee agree that the Employee shall receive the Option, the issuance of the Option shall have be contingent upon the Option: (x) being exercisable as to each Option Share at a ten year term commencing March 2, 2009 and vests one hundred percent (100%) price per share not less than the fair market value of a share of Company’s Common Stock on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise day that the Option from time is issued; and (y) being subject to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration all of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as terms of the first day Plan and a stock option agreement by and between the Company and the Employee (the “Option Agreement”), which will provide, in part, that the Option shall vest as to 25% of the Term) in accordance with Option Shares on the applicable vesting schedule first anniversary of the Employee’s start date and then 6.25% at the end of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10fiscal quarter thereafter.

Equity. On March 26.1. Upon the EFFECTIVE DATE, 2009, Executive was granted an option (“Option”) LICENSEE shall issue to acquire One Hundred Seventy Five Thousand (175,000) LICENSOR a number of shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by COMMON STOCK having a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable FAIR MARKET VALUE as of the first day EFFECTIVE DATE equal to One Million Dollars ($1,000,000.00). LICENSEE shall deliver, or caused to be delivered, to LICENSOR a stock certificate, duly signed by appropriate officers of LICENSEE and issued in LICENSOR’S name, representing all of the Termshares of COMMON STOCK required to be issued to LICENSOR under this Article 6.1. 6.2. By accepting the shares of COMMON STOCK, the LICENSOR hereby: (a) consents to the placement of a legend on any certificate or other document evidencing the shares of COMMON STOCK that such shares of COMMON STOCK have not been registered under the Securities Act of 1933 or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in accordance this Agreement. The LICENSOR is aware that the LICENSEE will make a notation in its appropriate records with respect to the applicable vesting schedule restrictions on the transferability of such shares of COMMON STOCK. The legend to be placed on each such optioncertificate shall be in form substantially similar to the following: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, and shall remain outstanding through AS AMENDED (THE "ACT") OR ANY STATE SECURITIES OR "BLUE SKY LAWS", AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (b) agrees it will not, without the last day prior written consent of the applicable LICESEE, offer, pledge, sell, contract to sell, grant any option term provided under for the applicable award agreement pursuant sale of, or otherwise dispose of, directly or indirectly, the shares of COMMON STOCK for a period of 180 days following the initial public offering of the COMMON STOCK of the LICENSEE. In order to which each such option was awardedenforce the foregoing covenant, notwithstanding any termination of partthe LICENSEE may impose stop-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance transfer instructions with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (re-spect to the extent not already fully vested as shares of COMMON STOCK until the first day end of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10such period.

Equity. On March 2the following with respect to awards granted to you under the LTIP (or any predecessor plan to the LTIP): (I) All outstanding stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(j) above), 2009and will continue to be exercisable until their expiration date; (II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until their expiration date; and (III) All outstanding RSUs and other equity awards (or portions thereof) that have not vested on the date your employment is terminated, Executive was granted an option such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (“Option”10) business days thereafter; provided, however, that with respect to acquire One Hundred Seventy Five Thousand (175,000any outstanding RSUs and other equity awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or Xxx Xxxxxxxx as of July 1, 2013 other equity award under Code Section 162(m), such award shall vest if and to the extent the Committee certifies that a level of the performance goal(s) shares of Class A Common Stock of ECC (relating to such award has been met, or, if later, the “Shares”). The Option has an exercise price per Share equal to 29.5 cents Release Effective Date, and shall be evidenced by a written grant agreement settled within ten (10) business days thereafter; provided, further, that with respect to outstanding RSUs and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plan, or any subsequent other equity compensation or similar plan adopted by ECC and generally used awards that remain subject to make equityperformance-based awards to management-level employees of vesting conditions on your termination date, in the Emmis Group (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 event and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not already exercisable as required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the first day performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the extent any outstanding RSUs and other equity awards (or portions thereof) granted prior to the Effective Date constitute “deferred compensation” within the meaning of Section 409A, then, subject to the Term) requirement that settlement of such awards be delayed until the Permissible Payment Date (see below), such awards shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the applicable established vesting and settlement schedule of each for such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement awards as though their vesting were not accelerated pursuant to which each such option was awardedthis clause (E)(III). Notwithstanding the foregoing, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as that you are a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by CBS) at the first day time of your termination and any portion of your RSU and other equity awards that would otherwise be settled during the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any six-month period following your termination of full-time or part-time employmentemployment constitutes “deferred compensation” within the meaning of Section 409A, unless Executive’s employment is terminated for Cause in accordance with Section 10.such portion shall instead be settled on the Permissible Payment Date; and

Equity. On March 2Subject to the approval of the Board of Directors (including any committee thereof, 2009the “Board”) in its discretion and subject to your continuous employment with the Company as of each applicable grant date, Executive was granted the Company will grant you an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase the aggregate number of shares of Class A Common Stock of ECC the Company as is equal to 1.4% of the outstanding Common Stock, calculated on a fully diluted basis, giving effect to the closing of the first and second tranches of the Company’s Series B preferred stock financing contemplated by the Series B Preferred Stock Purchase Agreement (the “SharesSPA”) entered into by the Company and various investors on or about June 6, 2023 (the “Option”). The portion of the Option has an exercise price per Share as is equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 1.4% of the Emmis Group outstanding Common Stock, calculated on a fully diluted basis, as of the date of grant (the “PlanInitial Portion”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted subject to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable time-based vesting as of the first day date of grant. The balance of the TermOption (the “Second Closing Portion”) shall not be subject to time-based vesting as of the date of the grant but shall become subject to time-based vesting effective at the consummation of the Second Closing (as defined in accordance with the SPA). Once subject to time-based vesting, the First Portion and the Second Closing Portion will each vest as follows: (i) twenty five percent (25%) of the shares subject to the applicable vesting schedule portion of each such option, and the Option shall remain outstanding through vest on the last day first (1st) anniversary of the applicable option term provided under Vesting Commencement Date (as defined below) and (ii) the remaining seventy five percent (75%) of the shares subject to the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination portion of part-time employment prior to expiration the Option will vest in a series of successive equal monthly installments of 1/48 of the shares upon the completion of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership month of any restricted Shares previously granted to Executive shall continue to vest (service to the extent not already fully vested as Company over the thirty six (36) month period measured from the first (1st) anniversary of the first day applicable Vesting Commencement Date. For the sake of clarity, in no event shall the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination total shares of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10.Common

Equity. On March 2EMPLOYEE acknowledges EMPLOYER is negotiating to merge with WP Holding, 2009Inc., a Delaware corporation. Upon completion of that merger and upon EMPLOYEE being named permanent Chief Executive was granted Officer of said new company, as further compensation, EMPLOYER will grant EMPLOYEE options to purchase stock in the new company in an option approximate amount of 5.54% of the total equity of the new company, as it is then capitalized (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) and after the close of the contemplated Six Million Dollar equity funding at a Twenty Million Dollar "pre-money" valuation and reservation of additional shares of Class A Common Stock of ECC (for the “Shares”employee plan-note if additional capital is raised, the above-referenced percentage will be adjusted pro-rata with other equity interests in the company). The Option has an exercise price per Share equal to 29.5 cents and options shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on issued pursuant to the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plan, or any subsequent equity compensation or similar employee option plan adopted by ECC and generally used to make equity-based awards to management-level employees of the Emmis Group (the “Plan”)new company and pursuant to a formal grant letter or option agreement under such plan. The Option Said options shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject be qualified options to the above extent possible, and otherwise shall be granted in the manner reasonably calculated by EMPLOYER to benefit EMPLOYEE's income tax situation, and without causing detriment to the option plan or EMPLOYER, as a whole. Said options shall be subject to a vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration whereby options representing two percent (2%) of the ten year termnew company stock shall vest on December 2 31, unless Executive’s employment is terminated 1999 and the remainder shall vest, pro-rata, on the semi-annual vesting dates for Cause thirty (30) additional months (i.e. one-fifth of options vest every six (6) months until full vested June 30, 2002). Notwithstanding the foregoing in accordance with Section 10the event of a sale of EMPLOYER or substantially all of its assets, EMPLOYEE's options shall vest immediately and in the event of an Initial Public Offering of EMPLOYER's stock, EMPLOYEE's options shall vest seven (7) months after the day EMPLOYER's stock begins trading on a nationally recognized public exchange. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they All such vesting provisions shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during effective so long as the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement other conditions pursuant to which each such stock option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10plan are met by EMPLOYEE.

Equity. On March 2In addition to the Salary, 2009, Executive was Employee shall be granted an the option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase 225,000 shares of Class A Common Stock of ECC Stock, on terms and conditions (the “Shares”). The Option has an including, without limitation, exercise price per Share equal to 29.5 cents and shall be evidenced vesting) established by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation PlanCompany's Board of Directors. In addition, 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable effective as of the first day Start Date, the Company will sell to Employee an additional 75,000 shares of the Term) in accordance with the applicable vesting schedule Company's Common Stock ("Restricted Stock"), at par value of each such option$.01 for $1.36 per share (for a total of $102,000), and which Restricted Stock shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already be deemed fully vested as of the first day Start Date. Employee shall pay Company for the Restricted Stock by executing a promissory note (the "Note") on behalf of Company and shall also pledge the Term) in accordance with Restricted Stock to secure Employee's obligations under the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment Note. In the event that this Agreement is terminated for Cause (as defined below) or the Employee's notice to terminate, the Employee shall not be entitled to receive any of the Options that have not vested as of the date this Agreement terminates. In the event the Employee is terminated Without Cause (as defined below) within the first 12 months from the Start Date, Employee shall not be entitled to receive any of the Options that have not vested as of the date this Agreement terminates. In the event that Employee is terminated Without Cause after the first 12 months from the Start Date, Employee shall be entitled to all options that have vested as of the date this Agreement terminates and 12.5% of the total options granted to Employee pursuant to this Section (representing 6 months of vesting at 2.0833% per month). The terms and conditions of the Options granted to Employee in accordance connection with Section 10this Agreement as determined and approved by the Company's Board of Directors shall be set forth in a Notice of Stock Option Grant. The terms and conditions of the Restricted Stock shall be set forth in a Notice of Restricted Stock Grant or similar documentation to be sent to Employee after the date hereof. The Notice of Stock Option Grant shall provide terms no less favorable to the Employee than the following: (i) that the exercise price per share shall be no greater than $1.36, (ii) that the vesting commencement date shall be the Start Date, (iii) that all of the options shall vest over four years at the rate of 2.0833% per month provided however that the first 25% of such options shall not be deemed vested until the Employee has completed one full year of service from the Start Date. Employee shall also be eligible to participate in any additional employee stock option plan to the same extent as other senior executives of the Company.

Equity. On March 2(a) Notwithstanding anything to the contrary in the applicable restricted stock unit agreement or stock option agreement, 2009(i) the 40,000 unvested restricted stock units granted to you on May 10, Executive 2020 in connection with becoming Interim CEO and (ii) the unvested portion of the option that was granted an to DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 (b) In addition, on the Effective Date, you will be granted a non-qualified stock option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase 840,000 shares of Class A Common Stock of ECC the Company’s common stock (the “Shares”)Option”),which Option will vest annually in one-third (1/3) increments over three (3) years, beginning on the first anniversary of the Effective Date. The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced governed by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 terms of the Emmis Group Company’s 2019 Equity Incentive Plan and any amendments thereto (the “Plan”)) and a separate award agreement to be entered into under the Plan as soon as practicable after the Option is granted; provided, that the exercise price per share of the Option will be the volume-weighted average price of the Company’s publicly-traded common stock for the 30-day period immediately preceding the date of grant. The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject In addition to the above Option, on the Effective Date, you will be granted 160,000 restricted stock units under the Plan (the “RSUs”), the vesting scheduleof which will be in one-third (1/3) increments over three (3) years, Executive shall have beginning on the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration first anniversary of the ten year termEffective Date, unless Executive’s subject to continued employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for or service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with Company through the applicable vesting schedule date. The terms for the grant of each the RSUs shall be governed by the Plan and a separate award agreement to be entered into between you and the Company. (c) You shall be eligible to earn and receive future annual stock grants upon the same considerations and conditions as the Company’s other C-suite level executives; provided that the Board will first consider such optiongrants in the first quarter of calendar year 2022, and subject to your continued employment at such time. (d) For the avoidance of doubt, other than the accelerated vesting set forth in subsection (a) above, nothing herein affects your existing equity awards with the Company, which shall remain outstanding through in full force and effect, subject to the last day terms of the applicable option term provided under Plan and the applicable award agreement pursuant to which each such option was awardedequity awards (collectively, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10“Equity Documents”).

Equity. On March 2, 2009, The Parties acknowledge and agree that Executive was granted an option (“Option”) is party to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC award agreements (the “SharesAward Agreements”) pursuant to the terms of the Company’s 2006 Performance Incentive Plan (the “2006 Plan”) and the 2014 Performance Incentive Plan (together with the 2006 Plan, the “Plans”) under which she has been granted (i) stock options to purchase shares of common stock of the Company (the “Options”), (ii) time-vesting employee restricted stock units (the “RSUs”), (iii) time-vesting director restricted stock units (“DSUs”), (iv) restricted stock units with a three-year performance period (the “PSUs”) and (v) restricted stock awards (the “RSAs”). The Option has an exercise price per Share equal All Options, RSUs, DSUs, PSUs (and the dividend equivalents credited thereon) and RSAs held by Executive as of the date hereof are set forth on Exhibit A attached hereto. In further consideration of the terms, representations, and releases in this Agreement, and subject to 29.5 cents Executive’s compliance with Section 7 of the Prior Agreement, the Company agrees that: a. all Options held by Executive as of the Separation Date shall remain exercisable for the remainder of the applicable ten-year term (disregarding any termination of employment that would otherwise reduce the applicable ten-year term). b. all RSUs and DSUs shall vest upon the Separation Date and shall be evidenced settled in shares of common stock of the Company equal to the number of RSUs and DSUs subject to such awards as soon as administratively practicable following the Separation Date (but in all events no later than thirty (30) days following the Separation Date), subject to Section 6 of this Agreement. c. the PSUs shall vest as follows: (i) the PSUs granted to Executive in 2014 and 2015 (and dividend equivalents credited thereon) shall vest upon the Separation Date based upon the achievement of target performance goals and (ii) the PSUs granted to Executive in 2016 (and dividend equivalents credited thereon) shall remain outstanding pending the determination by a written grant agreement the Compensation Committee as to whether the Company has attained the pre-established performance goals (the “Committee Determination”) for the performance period ending December 31, 2018, and be exercisable for Shares with shall vest (if at all) based upon the achievement of such restrictive legends on the certificates goals. Any PSUs that vest in accordance with applicable securities laws and 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 clause (i) above shall be settled in shares of common stock of the Emmis Group Company as soon as administratively practicable following the Separation Date (but in all events no later than thirty (30) days following the “Plan”Separation Date). The Option Any PSUs that vest in accordance with clause (ii) above shall have a ten year term commencing be settled in shares of common stock of the Company as soon as administratively practicable following the Committee Determination (and in all events no later than March 215, 2009 2019). d. all RSAs shall vest and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to become nonforfeitable upon expiration of the ten year termrevocation period of the ADEA release as set forth in Section 5 herein. However, unless Executive’s employment is terminated for Cause neither the RSAs, nor any interest therein or amount or shares payable in accordance with Section 10. The Option is intended respect thereof (other than RSAs withheld to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as tax withholding obligations or transaction costs or dividends paid in respect of the first day of the TermRSAs) in accordance with the applicable vesting schedule of each such optionmay be sold, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awardedassigned, notwithstanding any termination of part-time employment prior to expiration of each such option termtransferred, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grantpledged or otherwise disposed of, notwithstanding any termination of full-time alienated or part-time employmentencumbered, unless Executive’s employment is terminated for Cause in accordance with Section 10either voluntarily or involuntarily, until December 31, 2018.

Equity. On March (a) Pre-November 2, 20092017 Equity Awards. (i) All stock options and other stock-based awards held by the Executive that are subject to time-based or performance-based vesting and were granted on or before November 2, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC 2017 (the “SharesPre-November 2, 2017 Equity Awards”) shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s), the applicable award agreement(s) governing the terms of such equity awards (together with the applicable equity incentive plan(s), the “Equity Documents”) and the terms set forth in this Section 3(a). The Option has an exercise price per Share equal Notwithstanding anything to 29.5 cents the contrary in the Equity Documents, upon a Change in Control that occurs during the Executive’s employment, all Pre-November 2, 2017 Equity Awards shall immediately accelerate twelve (12) months so that the shares that would have vested in the twelve (12) month period following such Change in Control would become immediately vested and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates remaining unvested shares would continue to vest in accordance with applicable securities laws their terms but on a schedule that would be twelve (12) months earlier than had the Change in Control not transpired. The Executive shall also be entitled to any other rights and benefits with respect to the applicable Pre-November 2, 2017 Equity Compensation PlanAwards, to the extent and upon the terms provided in the employee stock option or incentive plan or any subsequent agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (ii) In the event a Qualifying Termination Event occurs within the Change in Control Period, all Pre-November 2, 2017 Equity Awards shall accelerate and become exercisable or non-forfeitable as of the later of (i) the Date of Termination and (ii) the effective date of the Separation Agreement and Release (as defined below). Any termination or forfeiture of the unvested portion of such equity compensation or similar plan adopted by ECC grants that would otherwise occur on the Date of Termination will be delayed until the Effective Date of the Separation Agreement and generally used Release and will only occur if the vesting pursuant to make equitythis subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective. (b) Post-November 2, 2017 Equity Awards. (i) All stock options and other stock-based awards held by the Executive that are subject to managementtime-level employees of the Emmis Group based or performance-based vesting and were granted after November 2, 2017 (the “Plan”). The Option shall have a ten year term commencing March Post-November 2, 2009 2017 Equity Awards”) shall continue to be governed by the Equity Documents, provided, and vests one hundred percent (100%notwithstanding anything to the contrary in the Equity Documents or in the Prior Agreement, the Executive shall not have any right to accelerated vesting of any equity award upon a Change in Control absent a Qualifying Termination Event, and the Executive hereby waives Section 4(c) on March of the Prior Agreement and any corresponding provision in any equity plan or award agreement with respect to any Post-November 2, 2012. Subject to the above vesting schedule2017 Equity Award. (ii) Any outstanding, Executive non-vested time-based Post-November 2, 2017 Equity Awards shall have the right to exercise the Option from time to time immediately vest upon a Change in Control that occurs during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause unless the successor entity assumes, continues or substitutes such awards (in accordance the latter case, with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient sharesa Replacement Award), and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall in which case such awards would continue to vest and become exercisable be paid according to their terms. (iii) Any outstanding, non-vested performance-based Post-November 2, 2017 Equity Awards shall immediately vest and be paid at target (without proration) upon a Change in Control that occurs during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause unless the successor entity assumes, continues or substitutes such awards (in accordance the latter case, with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10a Replacement Award).

Equity. On March 2Subject to approval of the Board or an appropriate committee thereof, 2009, Company shall grant Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends following on the certificates in accordance with applicable securities laws and Commencement Date: (i) Pursuant to 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 terms of the Emmis Group Synta Pharmaceuticals Corp. Amended and Restated 2006 Stock Plan (the “Plan”), options to purchase five hundred thousand (500,000) shares of common stock of the Company, at a per share exercise price equal to the Fair Market Value (as defined in the Plan) of the Company’s common stock on the date of grant, which options shall be, to the maximum extent permissible, treated as “incentive stock options” within the meaning of Section 422 of the Code. The Option shall have a ten year term commencing March 2, 2009 and vests one hundred Twenty five percent (10025%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy shares shall vest on the regulatory exemption from first (1st) anniversary of the application of Code Section 409A for certain options for service recipient sharesCommencement Date, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest six and become exercisable during the Term and thereafter one quarter percent (to the extent not already exercisable as 6.25%) of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shares shall remain outstanding through vest on the last day of each successive three-month period thereafter, provided that Executive remains employed by Company on the applicable vesting date, except as otherwise set forth herein or in the Plan. The Options shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and the Company’s standard form of stock option term agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided under in the applicable award stock option agreement or the Plan. (ii) A non-qualified stock option to purchase two hundred fifty thousand (250,000) shares of common stock of the Company, at a per share exercise price equal to the Fair Market Value (as defined in the Plan) of the Company’s common stock on the date of the grant. Twenty five percent (25%) of the shares shall vest on the first (1st) anniversary of the Commencement Date, and six and one quarter percent (6.25%) of the shares shall vest on the last day of each successive three-month period thereafter, provided that Executive remains employed by Company on the vesting date, except as otherwise set forth herein or in the stock option agreement. The option described in this Section 3(d)(ii) is intended as an inducement grant pursuant to which the parameters set forth in Nasdaq Rule 5635(c)(4), which, in this case, provides an exception to the stockholder approval requirements for the grant of non-qualified stock options outside the Plan. The option shall be evidenced in writing by a stock option agreement, and subject to terms and conditions substantially similar to the Plan and the Company’s standard form of stock option agreement. The stock option agreement shall expire ten (10) years from the date of grant except as otherwise provided herein or in the stock option agreement. (iii) Five hundred thousand (500,000) shares of common stock of the Company, subject to a lapsing forfeiture right (“the Lapsing Forfeiture Right”) pursuant to the following schedule: the Lapsing Forfeiture Right shall terminate as to twenty five percent (25%) of shares granted under this Section 3(d)(iii) on the first (1st) anniversary of Executive’s Commencement Date, and as to six and one quarter percent (6.25%) of the shares granted under this Section 3(d)(iii) on the last day of each successive three-month period thereafter, provided that Executive remains employed by Company on each such option was awardeddate, notwithstanding any termination of part-time employment prior except as otherwise set forth herein or in the restricted stock agreement. The shares to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with be issued pursuant to this Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (3(d)(iii) are intended as an inducement grant pursuant to the extent not already fully vested as parameters set forth in Nasdaq Rule 5635(c)(4), which, in this case, provides an exception to the stockholder approval requirements for the grant of equity outside the first day Plan. The issuance of shares shall be evidenced in writing by a restricted stock agreement, and subject to terms and conditions substantially similar to the Term) in accordance with Plan and the vesting schedule applicable to each grant, notwithstanding any termination Company’s standard form of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10restricted stock agreement.

Equity. On March 2, 2009(a) Pursuant to the terms of the Equity Documents (as defined below), Executive was granted an option acknowledges that Executive holds, as of the Termination Date: (i) 54,884 shares of restricted Class A Common Stock of the Company (the “OptionRestricted Stock”) (including 5,936 shares of Restricted Stock issued to acquire One Hundred Seventy Five Thousand Executive on the First Earnout Achievement Date (175,000as defined in the Merger Agreement (as defined below))), all of which are unvested; (ii) 259,245 Rollover SARs (as defined in the Merger Agreement), 34,566 of which are vested and 224,679 of which are unvested, each with a strike price of $20.41; and (iii) the right to receive 27,248 shares of Class A Common Stock of ECC the Company (“Common Stock”), subject to the vesting of the unvested Rollover SARs (the “SharesFirst Earnout Right”). The Option has an exercise price per Share equal . (b) Subject to 29.5 cents (i) Executive’s continued compliance with the Restrictive Covenants and (ii) Executive’s execution and non-revocation of this Agreement and the Release, and in consideration of the Release, and Executive’s other promises set forth herein, (x) 50% of the shares of Restricted Stock, (y) 50% of the unvested Rollover SARs and (z) 50% of the First Earnout Right, in each case rounded down to the nearest whole share, shall be evidenced deemed vested as of the Release Effective Date (as defined in the Release) (collectively, the “Accelerated Equity”); provided, however that if Executive breaches the Restrictive Covenants or, in respect of the Accelerated Equity in respect of the Rollover SARs and the First Earnout Right, engages in in Competitive Activity (as defined in the SAR Agreement (as defined below)) not constituting a breach of the Restrictive Covenants, any Accelerated Equity, or shares of Common Stock issued to or held by a written grant agreement Executive in respect of the Accelerated Equity, shall be forfeited for no consideration and be exercisable for Shares with such restrictive legends subject to clawback by the Company. For the avoidance of doubt, to the extent the Accelerated Equity is outstanding on the certificates Second Earnout Achievement Date and/or the Third Earnout Achievement Date (each such term as defined in accordance with applicable securities laws and the applicable Equity Compensation PlanMerger Agreement), 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting scheduleas applicable, Executive shall be entitled to receive additional shares of Common Stock and/or have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration terms and conditions of the ten year termAccelerated Equity adjusted, unless Executive’s employment is terminated for Cause as applicable, in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as 3.06 of the first day of the TermMerger Agreement. (c) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to Any vested Rollover SARs (including any Rollover SARs which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause become vested in accordance with Section 10. Ownership 3(b) hereof) shall remain exercisable by Executive until the later of any restricted Shares previously granted (x) the 60th day following the Release Effective Date and (y) the 60th day following the date that the Company has executed and filed an effective registration statement on Form S-8 with the Securities and Exchange Commission in order to Executive shall continue to vest (to register the extent not already fully vested as offer and sale of shares of the first day of Common Stock underlying the Term) in accordance with Rollover SARs; provided, that the vesting schedule applicable to each grant, notwithstanding vested Rollover SARs (including any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause Rollover SARs which become vested in accordance with Section 103(b) hereof) will cease to be exercisable and be forfeited for no consideration if Executive (A) breaches the Restrictive Covenants or (B) engages in in Competitive Activity not constituting a breach of the Restrictive Covenants. (d) Executive acknowledges and agrees that upon the Termination Date, all Restricted Stock, unvested Rollover SARs and any portion of the First Earnout Right, in each case, held by Executive that are not Accelerated Equity shall be forfeited for no consideration. Notwithstanding anything to the contrary herein, the Accelerated Equity and any other vested Rollover SARs held by Executive, including, for the avoidance of doubt, any shares of Common Stock issued to Executive upon exercise of any Rollover SARs (or in accordance with Section 3.06 of the Merger Agreement) shall remain subject to the terms set forth in the Equity Documents and Executive acknowledges and agrees that any shares of Common Stock received by Executive remain subject to the Confidentiality and Lockup Agreement, dated as of September 15, 2019, by and between each holder of equity interests of 313 Acquisition LLC (“313”) who received shares of Legacy Vivint Smart Home, Inc. pursuant to the Merger Agreement (including, among others, Executive) and the Company (the “Lockup Agreement”). (e) For purposes hereof, “Equity Documents” shall refer to: (i) the Amended and Restated Securityholders’ Agreement, dated as of September 15, 2019, by and among 313, Executive, and the other securityholders thereto (the “Securityholders’ Agreement”); (ii) the Second Amended and Restated Limited Liability Company Agreement of 313, dated as of September 15, 2019, as amended by Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement of 313, dated as of January 16, 2020 (as amended, the “313 LLCA”); (iii) the Vivint Smart Home, Inc. 2020 Omnibus Incentive Plan; (iv) the Vivint Group, Inc. Amended and Restated 2013 Omnibus Incentive Plan (the “VGI Plan”) (v) the Stock Appreciation Rights Agreement under the VGI Plan, between Vivint Group, Inc. and Executive, dated as of June 8, 2018 (the “SAR Agreement”); (vi) the Management Subscription Agreement (Incentive Units), dated as of July 12, 2013 (the “Incentive Subscription Agreement”); and (vii) the Agreement and Plan of Merger, dated as of September 15, 2019, by and among the Company, Maiden Merger Sub, Inc., a Delaware corporation and subsidiary of the Company, and Legacy Vivint Smart Home, Inc., as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 18, 2019 (as amended, the “Merger Agreement”).

Equity. (i) On March 2the Effective Date, 2009, Executive was granted an option (“Option”) the Company shall grant to acquire One Hundred Seventy Five Thousand (175,000) Cxxxxx 2,000,000 shares of Class A Common Stock restricted common stock of ECC the Company (the “Shares”"New Restricted Stock"). The Option has an exercise price per Share equal vesting schedule applicable to 29.5 cents the New Restricted Stock is as follows: 50% of the New Restricted Stock shall vest and the restrictions thereon shall lapse on the FDA Approval Date and thereafter 25% of the New Restricted Stock shall vest and the restrictions thereon shall lapse on each of the first and second anniversaries of the FDA Approval Date subject to Cxxxxx’x continued employment on the applicable vesting dates, except as provided below in Section 7. The New Restricted Stock shall be evidenced by a written grant restricted stock award agreement that incorporates the terms herein, including, but not limited to, granting Cxxxxx the election to have the Company withhold that number of shares sufficient to satisfy the minimum tax withholding obligations from the shares at the time of vesting to satisfy such tax withholding obligation. In the event of a Change in Control (as defined below), the unvested shares of New Restricted Stock shall be assumed by the acquiring company and converted into restricted stock of the acquiring company (or parent company) in a manner designed to preserve the economic value of the New Restricted Stock immediately prior to the Change in Control and in a manner consistent with the treatment of other stockholders; provided that if the consideration received in the Change in Control is in the form of cash, the acquiring company (or the acquirer’s parent company) may either assume such unvested shares of New Restricted Stock as provided above or may pay Cxxxxx an amount in cash on each applicable vesting date for such shares as if the New Restricted Stock was assumed as provided above based upon the fair market value of the acquiring company’s (or its parent’s) capital stock on each of the applicable vesting dates. For the purposes hereof, “fair market value” shall be exercisable either (A) the average of the high and low or closing bid and asked prices of the acquiring company’s (or its parent’s) capital stock on each vesting date if such stock is listed for Shares with such restrictive legends trading on a national securities exchange, the NASDAQ Stock Market or is traded on the certificates in accordance with applicable securities laws over-the-counter bulletin board or (B) if the acquiring company’s (or its parent’s) capital stock is not publicly traded, then as determined by an independent valuation company mutually acceptable to Cxxxxx and 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 acquirer. The award agreement shall contain such other customary terms that are consistent with the terms of the Emmis Group Company's 2004 Omnibus Incentive Compensation Plan (the “Plan”). The Option shall have . (ii) Cxxxxx has previously been granted a ten year term commencing March 2fully vested option to purchase 1,427,450 shares at a per share exercise price of $.30 under the Plan and such option will remain outstanding through November 1, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) 2014 in accordance with the applicable vesting schedule option agreement (the “2004 Options”). (iii) Pursuant to the Plan, Cxxxxx was granted a nonqualified stock option to purchase 1,600,000 shares of each such optionthe Company's Common Stock at a per share exercise price of $1.60 on January 17, and shall 2007 (the "Jan 2007 Options"). The Jan 2007 Options will remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable option agreement and the applicable provisions of the Amended and Restated Employment Agreement with Cxxxxx dated January 17, 2007 which are incorporated herein. (iv) The Company covenants to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance maintain a Form S-8 Registration Statement on file with Section 10the SEC with respect to the equity awards made to Cxxxxx.

Equity. On March 2In accordance with the Employment Agreement, 2009on the Resignation Date, Executive was granted an option 50% of each outstanding unvested equity award issued to Executive, (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC excluding, for this purpose, the performance-based grant dated June 4, 2013 (the “SharesPerformance Award”)) which is addressed below) shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereto shall immediately lapse. The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 remaining 50% of the Emmis Group (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy unvested equity awards (again excluding the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 Performance Award) shall continue to vest in accordance with the respective terms of Executive’s outstanding award agreements and the terms of the Company’s equity plan under which they were granted through June 1, 2016. All equity awards unvested as of June 1, 2016 shall be immediately forfeited and of no further force or effect. With respect to Executive’s Performance Award, (i) on the Resignation Date, an additional 15,609 shares of the earned Performance Award shall automatically become vested and, if applicable, exercisable during and any forfeiture restrictions or rights of repurchase thereto shall immediately lapse and (ii) all remaining shares of the Term and thereafter (Performance Award, to the extent not already exercisable vested, shall be immediately forfeited as of the first day Resignation Date and of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided no further force or effect. Executive agrees that 24,167 shares under the applicable award agreement pursuant non-qualified stock option granted to him on August 23, 2012 shall be rescinded by the Company without further consideration (which each such option was awarded, notwithstanding any termination of part-time employment cancellation shall be based first on the shares to vest after the Resignation Date and the remainder from shares deemed vested on or prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10the Resignation Date). Ownership of any restricted Shares previously granted to Executive shall continue have until December 1, 2016 to vest (to the extent not already fully exercise vested stock options which either are vested as of the first day Resignation Date or become vested as specifically set forth in this Section 2.b. Except as expressly set forth in this Section 2, Executive’s rights with respect to equity awards granted to him shall be governed by the applicable equity plan, award and agreement (the “Equity Agreements”). For the avoidance of doubt, Exhibit A hereto sets forth a list of all stock options and other equity awards (i) vested as of the TermResignation Date (including those already vested prior to the Resignation Date), (ii) in accordance with unvested as of the Resignation Date, but continuing to vest by their terms until June 1, 2016 and (iii) forfeited as of the Resignation Date. For the further avoidance of doubt, the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause and exercise terms set forth in accordance with this Section 102.b. supersede and replace all vesting and exercise terms stated in the Equity Agreements and the Employment Agreement.

Equity. On March 2Subject to approval by the Board (or a committee thereof), 2009and as an inducement material to Executive’s entering into employment with the Company, Executive was shall be granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase 350,000 shares of Class A Common Stock common stock in the Company at the fair market value on the date of ECC grant (the “SharesInitial Option”). The shares subject to the Initial Option has will vest over four years of continuous service to the Company, with twenty-five percent (25%) of the shares subject to the Initial Option vesting on the first year anniversary of the Effective Date, and the remaining shares vesting in equal monthly installments over the subsequent thirty-six (36) months of continuous service thereafter. In addition, subject to approval by the Board (or a committee thereof), and also as an exercise price per Share equal inducement material to 29.5 cents and Executive’s entering into employment with the Company, Executive shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends granted an option to purchase an additional 225,000 shares of common stock in the Company at the fair market value on the certificates date of grant (the “Additional Option”). The shares subject to the Additional Option will fully vest on December 31, 2020. The Initial Option and Additional Option shall be governed in accordance with applicable securities laws and all respects by 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 terms of the Emmis Group Company’s 2020 Inducement Plan (the “Plan”) and option agreement between Executive and the Company. Executive shall be entitled to be considered for additional stock option grants under the Plan or the Company’s 2018 Equity Incentive Plan, as amended, as approved by the Board (or a committee thereof) in its sole discretion. In addition, (i) with respect to the Initial Option only, in the event of a Transaction (as defined in the Plan) at a time when Executive’s Continuous Service (as defined in the Plan) has not terminated prior to such Transaction, if the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) does not assume or continue the Initial Option or substitute a similar stock award for the Initial Option (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Transaction). The , then the vesting of the Initial Option shall have a ten year term commencing March 2immediately accelerate in full, 2009 and vests one hundred percent (100%ii) on March 2, 2012. Subject with respect to the above vesting schedule, Executive shall have the right to exercise the Additional Option from time to time during the entire ten year termonly, notwithstanding any provision in the Plan or form of Additional Option agreement to the contrary, in the event of the termination of part-Executive’s Continuous Service (other than for Cause), the Executive may exercise his Additional Option (if vested) within the period of time employment prior to expiration ending on the earlier of (a) the date that is eighteen (18) months following the termination of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy Continuous Service, (b) the regulatory exemption from date of a Transaction, or (c) the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter tenth (to the extent not already exercisable as 10th) anniversary of the first day grant date of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Additional Option.

Equity. On March 2In connection with the commencement of your employment, 2009you will be granted a stock option to purchase 2,000,000 shares of the Company’s Common Stock (adjusted for any stock splits, Executive was reverse splits or reconstitutions or recapitalizations that have occurred prior to the date of the grant) (the “Option”), with an exercise price equal to the fair market value of the Common Stock on the date of grant. Subject to your continued employment with the Company on such dates, the Option will vest and become exercisable as to 1/48th of the Shares per month after your first month of employment, so that the Option will be fully vested as of the fourth anniversary of your Start Date. Except as provided herein, the Option will be subject to the terms of the Company’s standard stock option plan. To the extent that (i) the grant of the Option is not exempt from registration under federal securities laws pursuant to Rule 701 of the Securities Act of 1933, as amended, (ii) you are not otherwise able to sell vested shares following the Company’s initial public offering as a result of any holding periods imposed on such shares by applicable securities laws, and (iii) the Company is able to do so in compliance with applicable securities laws, rules and regulations then in effect, then the Company will undertake following its initial public offering to register your shares for resale on Form S-8. The Option will be exercisable at any time during its term, including as to shares which have not yet vested, provided that if you exercise unvested shares you will enter into a Restricted Stock Purchase Agreement with Company which gives the Company a right to repurchase at your original share price/exercise price any unvested shares held by you in the event your relationship with the Company terminates for any reason. In addition, you will be granted an another option (the “Second Option”) to acquire One Hundred Seventy Five Thousand purchase 200,000 shares (175,000adjusted for any stock splits, reverse splits or reconstitutions or recapitalizations that have occurred prior to the date of grant) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share This will be granted upon successful completion of the Company’s Initial Public Offering (“IPO”), with the grant value equal to 29.5 cents the Company’s then-current fair market value per share and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to will vest and become exercisable during immediately exercisable, subject to your continued employment with the Term Company on the date of the Company’s IPO. In lieu of the foregoing Option and/or Second Option, and thereafter (at your request, and subject to your sole discretion, the Company will issue a Restricted Stock Grant to you on the commencement of your employment, or at any other time thereafter, for shares of the Company’s Common Stock on substantially the same terms and conditions, with the grant value equal to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of partCompany’s then-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10current fair market value per share. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10These shares will have a zero exercise price.

Equity. On March 2Subject to the approval of the Compensation Committee of the Board, 2009, the Company shall award Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) a number of shares of Class A Common Stock restricted stock and performance stock units of ECC the Company with an aggregate value of $2,175,000 based on the average closing price per share for the thirty (30) day trading period prior to the Effective Date (the “Restricted Shares”). The Option has an exercise price per Share equal to 29.5 cents and Restricted Shares shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on granted pursuant to the certificates in accordance with applicable securities laws and the applicable Company’s 2013 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 Incentive Award Plan (the “Plan”)) as soon as practicable following the Effective Date. The Option Restricted Shares shall have a ten year term commencing March 2, 2009 be governed by and vests one hundred percent (100%) on March 2, 2012. Subject shall be subject to the above vesting schedule, Executive shall have terms and conditions set forth in the right Plan and an award agreement to exercise be provided by the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration Company. (i) 67% of the ten year term, unless Restricted Shares (the “Time-Based Shares”) shall vest as follows: a. if Executive’s employment with the Company is terminated for by the Company without Cause in accordance with Section 10. The Option is intended on or prior to satisfy the regulatory exemption from six (6) month anniversary of the application of Code Section 409A for certain options for service recipient sharesEffective Date, and they then the Executive shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter vested in fifty percent (to the extent not already exercisable as 50%) of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of partTime-time employment prior to expiration of each such option term, unless Based Shares. b. if Executive’s employment with the Company is terminated for by the Company without Cause in accordance with Section 10. Ownership following the six (6) month anniversary of any restricted Shares previously granted the Effective Date, but prior to the twelve (12) month anniversary of the Effective Date, then the Executive shall continue to vest (be vested in a pro-rata portion of the Time-Based Shares based on the number of days employed from the Effective Date to the extent not already fully vested as twelve (12) month anniversary of the first day date of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless . c. if Executive’s employment with the Company continues through the twelve (12) month anniversary of the Effective Date, or if the Executive is terminated due to her death or Disability and such death or Disability results from events or circumstances occurring while Executive is traveling for business inside or outside the United States, then the Executive shall be vested in all of the Time-Based Shares. (ii) 33% of the Restricted Shares (the “Performance-Based Shares”) shall vest as follows: a. if Executive’s employment with the Company is terminated by the Company without Cause on or prior to the six (6) month anniversary of the Effective Date, then the Executive shall be vested in accordance fifty percent (50%) of the Performance-Based Shares as of October 26, 2019, based on actual performance and subject to confirmation by the Compensation Committee of achievement of the Performance Metrics; b. if Executive’s employment with Section 10the Company is terminated by the Company without Cause following the six (6) month anniversary of the Effective Date, but prior to the twelve (12) month anniversary of the Effective Date, then the Executive shall be vested in a pro-rata portion of the Performance-Based Shares based on the number of days employed from the Effective Date to October 26, 2019, based on actual performance and subject to confirmation by the Compensation Committee of achievement of the Performance Metrics; and c. if Executive’s employment with the Company continues through the twelve October 26, 2019, or if the Executive is terminated due to her death or Disability and such death or Disability results from events or circumstances occurring while Executive is traveling for business inside or outside the United States, then the Executive shall be vested in all of the Performance-Based Shares, based on actual performance and subject to confirmation by the Compensation Committee of achievement of the Performance Metrics. Vesting of the Performance-Based Shares shall be subject to the Company’s achievement of one of the performance metrics applicable to awards of performance stock units made to executive officers of the Company in October 2018. If no Performance Metric is achieved during the Performance Period, all of the Performance-Based Shares shall be forfeited.

Equity. On March 2(i) The Company and Executive acknowledge that subject to the terms of the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, 2009, Executive was granted an option (“Option”) as amended from time to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC time (the “SharesEquity Incentive Plan”), Executive has been granted options to purchase an aggregate of 1,350,000 ordinary shares of the Company in the amounts and with the exercise prices set forth on Exhibit A (the “Current Options”). The Option has an Company and Executive agree that Executive shall not exercise price per Share equal any Current Options and that all Current Options shall terminate unexercised pursuant to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends Current Options terms on the certificates in accordance with applicable securities laws and 90th day following the applicable Equity Compensation PlanTermination Date. (ii) Subject to Executive’s fulfillment of his obligations pursuant to subparagraph (i), or any subsequent equity compensation or similar plan adopted by ECC and generally used as soon as administratively practicable following Executive’s execution and, as applicable, non-revocation of this Agreement, the Company shall grant to make equity-based awards Executive options to management-level employees purchase 1,033,332 ordinary shares of the Emmis Group Company pursuant to the Equity Incentive Plan in the amounts and with the exercise prices and vesting schedules set forth on Exhibit B (the “PlanNew Options”). The Option All then vested New Options shall have automatically be exercised upon the earliest to occur of (A) a ten year term commencing March 2change in control of the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, 2009 as amended, and vests one hundred percent the Department of Treasury proposed and final regulations promulgated thereunder), (100%B) on March 2a termination of Executive’s service as a member of the Company’s board of directors for any reason or no reason, 2012. Subject or (C) immediately prior to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration fifth anniversary of the ten year term, unless date of grant of such New Options. (iii) Notwithstanding anything in subparagraph (ii) to the contrary and subject to Executive’s employment is terminated fulfillment of his obligations pursuant to subparagraph (i), if as of June 30, 2007 the Company’s shareholders have not approved a plan or agreement necessary for Cause in accordance with Section 10. The Option is intended the New Options to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue begin to vest and become exercisable during exercisable, the Term and thereafter (Company shall cause Avago U.S. to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted pay to Executive as soon as practicable thereafter a cash lump sum of $1,715,329. Upon such payment the New Options shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10be automatically terminated.

Equity. On March 2(i) As an inducement for Executive to enter into this Agreement and commence employment as CEO, 2009and effective on the Start Date, the Committee will grant Executive was granted an option to purchase shares of common stock of Parent (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares with a value of Class A Common Stock of ECC $3,000,000 (the “SharesOption Value”). The actual number of shares of common stock of Parent subject to the Option has an will equal (A) the Option Value divided by (B) the closing price of a share of Parent common stock on the date of grant, and adjusted for the Black Scholes factor calculated by the Company, with such quotient rounded to the nearest whole share. The Option will be a nonstatutory stock option. The Option will have a per share exercise price per Share equal to 29.5 cents and shall be evidenced by closing price of a written grant agreement and be exercisable for Shares with such restrictive legends share of Parent common stock on the certificates in accordance date of grant. Subject to the continuation of Executive’s service with applicable securities laws Parent and the Company, the Option will vest as to 25% of the shares subject to the Option on the first anniversary of the vesting commencement date, and as to 1/12 of the remaining 75% of the shares subject to the Option every three months thereafter (on the same day of the month as the vesting commencement date). The Option will be subject to the terms and conditions of Parent’s 2021 Equity Plan, as amended from time to time (“2021 Plan”), and the applicable Equity Compensation stock option agreement and notice of stock option grant. The Committee shall determine the vesting commencement date at the time of the grant, which will be a date within the nearest open trading window of Parent following the Start Date. (ii) As a further inducement to enter into this Agreement and commence employment as CEO, and effective on the later of the Start Date or Parent’s initial filing of a form S-8 registration statement for the registration of securities under the 2021 Plan, or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees the Committee grants Executive an award of the Emmis Group restricted stock units of Parent (“RSUs”) with a value of $3,000,000 (the “PlanRSU Value”). The Option shall have actual number of RSUs subject to this award will equal (A) the RSU Value divided by (B) the closing price of a ten year term commencing March 2share of Parent common stock on the date of grant, 2009 and vests one hundred percent (100%) on March 2, 2012with such quotient rounded to the nearest whole share. Subject to the above continuation of Executive’s service with Parent and the Company, the RSUs will vest as to 25% RSUs on the first anniversary of the vesting schedulecommencement date, and as to 1/12 of the remaining RSUs every three months thereafter (on the same day of the month as the vesting commencement date). The RSUs will be subject to the terms and conditions of the 2021 Plan and the applicable RSU award agreement and notice of RSU grant. Following the vesting of the RSUs, Executive will receive one share of Parent common stock for each vested RSU (subject to tax withholding). The Committee shall have determine the right to exercise vesting commencement date at the time of the grant, which will be a date within the nearest open trading window of Parent following the Effective Date. (iii) Each of the Option and RSU award agreements will include an agreement to be bound by the terms and conditions of the Lock-up Agreement attached as Annex G-1 to the Agreement and Plan of Merger dated April 5, 2021 by and between Rotor Acquisition Corp., a Delaware corporation, the prior name of Parent, the Company and certain other parties. The Option and RSUs and the shares underlying the Option or RSUs will be subject to all terms and conditions as if the Option and RSUs were “Sarcos Options” or “Sarcos RSUs” under the Lock-Up Agreement. If Executive fails to sign the applicable Option agreement or RSU agreement by the first vesting date of the Option/RSUs, the Option/RSUs will be forfeited in its entirety. (iv) During the Employment Term, Executive will be eligible to receive additional equity awards pursuant to any plans or arrangements Parent may have in effect from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10time. The Option is intended to satisfy Committee will determine in its discretion whether Executive will be granted any additional equity awards and the regulatory exemption from the application terms of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) any additional equity award in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership terms of any restricted Shares previously granted applicable plan or arrangement that may be in effect from time to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10time.

Equity. On March 2Subject to approval of the Board of Directors of the Parent Company or an appropriate committee thereof, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates Commencement Date or as soon as practicable thereafter, the Parent Company shall grant Executive in accordance with applicable securities laws the terms and 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 conditions of the Emmis Group WAVE Life Sciences Ltd 2014 Equity Incentive Plan (the “Plan”). The Option shall have ): (i) Share options to purchase 120,000 ordinary shares of the Parent Company (the “Options”) at a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject per share exercise price equal to the above vesting schedule, Executive shall have Fair Market Value (as defined in the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration Plan) of the ten year termParent Company’s ordinary shares on the date of grant, unless Executive’s employment is terminated for Cause in accordance with which options shall be, to the maximum extent permissible, treated as “incentive stock options” within the meaning of Section 10422 of the Internal Revenue Code of 1986, as amended. The Option is intended to satisfy 25% of the regulatory exemption from shares shall vest on the application first (1st) anniversary of Code Section 409A for certain options for service recipient sharesthe Commencement Date, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as 2.0833% percent of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shares shall remain outstanding through vest on the last day of each successive month thereafter, provided that the applicable Executive remains employed by Company on the vesting date, except as otherwise set forth herein or in the Plan, and the Options shall expire ten (10) years from the date of grant except as otherwise provided in the stock option term provided under agreement or the applicable award agreement pursuant to which each such option was awardedPlan. (ii) The Options shall be evidenced in writing by, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (and subject to the extent not already terms and conditions of, the Plan and the Company’s standard form of applicable equity award agreement. (iii) Notwithstanding any provisions to the contrary in this Agreement or any other agreement or plan, if the Parent Company consummates a Change of Control (as defined below), the then-outstanding but unvested Options shall become fully vested and immediately exercisable as to all remaining then-unvested shares issuable thereunder, immediately prior to, and subject to the consummation of, the Change of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Control.

Equity. (a) On March 2the Commencement Date, 2009, Executive was granted the Company will grant the Employee an option to purchase 375,000 shares of common stock of the Company $.0001 par value per share (“OptionCommon Stock”) at an exercise price equal to acquire One Hundred Seventy Five Thousand (175,000) shares the fair market value of Class A the Common Stock on the date of ECC the grant (such shares, the “Initial Shares”), as evidenced by Stock Option Agreements with the Employee (the “Option Agreements”), substantially in the forms of Exhibit A and Exhibit B to this Agreement. The option to purchase such Initial Shares shall vest over a four (4) year period in accordance with the terms and provisions of the Option Agreements. (b) On the Commencement Date, the Company will grant the Employee 100,000 shares of Common Stock (the “Time-Based Shares”). The Option has an exercise price per Share equal to 29.5 cents and grant of the Time-Based Shares shall be evidenced governed by a written grant agreement and Restricted Stock Agreement, substantially in the form of Exhibit C to this Agreement, which shall provide for, among other things, the forfeiture of the unvested Time-Based Shares under certain circumstances. The Time-Based Shares will be exercisable for Shares with such restrictive legends on the certificates subject to a four (4) year cliff vesting in accordance with applicable securities laws the Restricted Stock Agreement. (c) On or about January 1, 2007, and provided the applicable Equity Compensation PlanEmployee is employed by the Company on such date, or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees the Company will grant the Employee 175,000 shares of the Emmis Group Common Stock (the “PlanPerformance-Based Shares”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration grant of the ten year termPerformance-Based Shares shall be governed by a Restricted Stock Agreement, unless Executive’s employment is terminated for Cause substantially in accordance with Section 10the form of Exhibit D to this Agreement, which shall provide for, among other things, the forfeiture of the unvested Performance-Based Shares under certain circumstances. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to Performance-Based Shares will vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule terms of the Restricted Stock Agreement. (d) At the end of fiscal year 2007, and provided the Employee is employed by the Company, the Employee will be eligible for: (1) a target grant of 75,000 shares of Common Stock (the “First Target Shares”) which shares will vest over a four (4) year period unless the Company and the Employee agree in writing that such shares will vest pursuant to the satisfaction of performance conditions to be determined by the Board in its sole discretion; and (2) a target option grant of 100,000 shares of Common Stock (the “Second Target Shares”), with an exercise price equal to the fair market value of the Common Stock on the date of grant, which option shall vest over a four (4) year period. The size of the option and stock grants shall be presented to the Board for its approval in its sole discretion if recommended and approved by the Compensation Committee. The Company and the Employee acknowledge that the Company stock plans will be reviewed during the coming year to determine, among other things, the appropriate annual equity and options to be granted to the Employee after fiscal 2007 in light of the overall revised equity plans and practices of the Company. (e) The number of Performance-Based Shares, First Target Shares and Second Target Shares, as set forth in Section 3.5(c) and (d), shall be adjusted as necessary if, after the Commencement Date and prior to the date of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time the Company effects a stock split, reverse stock split, stock dividend, recapitalization or part-time employment, unless Executivesimilar transaction affecting the Company’s employment is terminated for Cause in accordance with Section 10Common Stock.

Equity. On March 2Immediately upon the closing of any offering of Company debt or equity securities that results in the Company having sufficient funds to complete the Company’s Phase 2B trial (e.g., 2009, Executive was granted an option (“Option”a minimum total raise of $25,000,000) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “SharesTriggering Offering”). The Option has an exercise price per Share equal to 29.5 cents , and shall be evidenced by whether such funds are raised through a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plan, private or public offering or any subsequent equity compensation or similar plan adopted by ECC combination thereof, the Company shall issue to Employee a 5% Nonvoting Membership Interest in the Company as a “profits interest,”(the “Equity Bonus”) based solely on Membership Interests issued and generally used to make equity-based awards to management-level employees outstanding immediately after the Triggering Offering, after taking into account the dilutive effects of the Emmis Group such issuance (the “Plan”). The Option shall such that, for example, Employee will have a ten year term commencing March 25% Nonvoting Membership Interest taking into account all outstanding interests, 2009 including the interest granted Employee and vests one hundred percent to investors in the Triggering Offering). (100%A) on March 2, 2012. Subject The Membership Interest issued to the above vesting schedule, Executive shall have the right Employee pursuant to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option 3(a)(iii) is intended to satisfy be a “profits interest,” as that term is defined in Internal Revenue Service Revenue Procedure 93-27, as of the regulatory exemption from date of the application grant of Code Section 409A for certain options for service recipient sharesthe Membership Interest, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable that anything in this Agreement is inconsistent with such intent, the Parties agree that this Agreement will be deemed to be amended such that such Membership Interest will qualify as a “profits interest.” Employee and Company shall agree on a value of the first day Company immediately preceding the issuance of the Term) Membership Interest, which shall not be in accordance excess of the Company value applicable to the Fifth Offering, such being $37,500,000 accounting for warrant coverage and dilution. Further, the Company’s operating agreement shall provide that upon liquidation or dissolution of the Company, an amount equal to the agreed value for 100% of the Company shall be paid with respect to Membership Interests other than the applicable vesting schedule Membership Interest being granted to Employee, as liquidation proceeds before any amounts are paid to Employee with respect to such profits interest. Thereafter, any remaining liquidation proceeds shall be paid to the Members in proportion to ownership of each such optionthe Company, and Employee shall remain outstanding through the last day participate in such remaining proceeds based on his then percentage ownership of the applicable option term provided under Company. If the applicable award agreement pursuant Company and Employee fail to which each agree on such option was awardedvalue within 30 days after the Incentive Event, notwithstanding any termination of part-time employment prior to expiration of each such option termthe value shall be determined an independent accounting firm, unless Executive’s employment is terminated for Cause selected by the Board in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10its discretion.

Equity. On March 2Subject to approval of the Board of Directors of the Parent Company or an appropriate committee thereof, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates Commencement Date or as soon as practicable thereafter, the Parent Company shall grant Executive in accordance with applicable securities laws the terms and 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 conditions of the Emmis Group WAVE Life Sciences Ltd 2014 Equity Incentive Plan (the “Plan”). The Option shall have ): (i) Share options to purchase 150,000 ordinary shares of the Parent Company (the “Options”) at a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject per share exercise price equal to the above vesting schedule, Executive shall have Fair Market Value (as defined in the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration Plan) of the ten year termParent Company’s ordinary shares on the date of grant, unless Executive’s employment is terminated for Cause in accordance with which options shall be, to the maximum extent permissible, treated as “incentive stock options” within the meaning of Section 10422 of the Internal Revenue Code of 1986, as amended. The Option is intended to satisfy 25% of the regulatory exemption from shares shall vest on the application first (1st) anniversary of Code Section 409A for certain options for service recipient sharesthe Commencement Date, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as 2.0833% percent of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shares shall remain outstanding through vest on the last day of each successive month thereafter, provided that the applicable Executive remains employed by Company on the vesting date, except as otherwise set forth herein or in the Plan, and the Options shall expire ten (10) years from the date of grant except as otherwise provided in the stock option term agreement or the Plan; and (ii) Restricted stock units with respect to 22,750 ordinary shares of the Parent Company (“RSUs”) which shall vest in full on the first (1st) anniversary of the Commencement Date provided under that the applicable award agreement pursuant to which each such option was awardedExecutive remains employed by the Company on the vesting date, notwithstanding any termination of part-time employment prior to expiration of each such option termexcept as otherwise set forth herein or in the Plan. (iii) The above Options and the RSUs shall be evidenced in writing by, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (and subject to the extent not already terms and conditions of, the Plan and the Company’s standard form of applicable equity award agreement. (iv) Notwithstanding any provisions to the contrary in this Agreement or any other agreement or plan, if the Parent Company consummates a Change of Control (as defined below), the then-outstanding but unvested Options and RSUs shall become fully vested and immediately exercisable as to all remaining then-unvested shares issuable thereunder, immediately prior to, and subject to the consummation of, the Change of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Control.

Equity. On March 2, 2009, The Company’s Compensation and Human Capital Committee has determined that the Executive was granted an option (“Option”) is eligible to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC participate in the Company’s LTI good leaver program (the “SharesLTI Program”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with , such restrictive legends on the certificates that, in accordance with applicable securities laws and subject to 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 terms of the Emmis Group LTI Program, a pro-rata portion (the “PlanPro-Rated Amount”). The Option shall have ) of each outstanding equity award over the Company’s common stock held by the Executive on the Separation Date, which award has not been internally designated as a ten year term commencing March 2“Founders Grant” and which award has been held by the Executive, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration as of the ten Separation Date, for at least one (1) year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application applicable date of Code Section 409A for certain options for service recipient sharesgrant thereof, shall remain outstanding and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during vest, in substantially equal amounts, over the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable remaining vesting schedule of the award, subject to the Executive’s continued compliance in all material respects with the terms of this Agreement. The Pro-Rated Amount shall be determined using the following formula (the “Pro-Ration Formula”): (a) divided by (b) multiplied by (c) minus (d), where: (a) is number of the days the Executive was employed during the award’s aggregate vesting period; (b) is the total number of days in the award’s aggregate vesting period; (c) is the total number of shares originally subject to the award; and (d) is the number of shares subject to the award that have already vested. Any equity award that was granted subject to both performance-based and service-based vesting and for which performance has already been measured, including, for the avoidance of doubt, any such equity award granted by General Electric Company (“GE”) and assumed by the Company, shall be treated as described above. However, with respect to equity awards that are subject to both performance-based and service-based vesting and for which performance has not yet been measured, the Pro-Ration Formula shall apply to the lesser of the number of shares issuable upon target level of performance and actual performance. In addition, notwithstanding anything to the contrary in the applicable award agreement, the Pro-Rated Amount of each such option, and outstanding stock option held by the Executive shall remain outstanding through exercisable until the last day of applicable original option expiration date (as set forth in the applicable option term provided under award agreement). For the avoidance of doubt, (i) no portion of any Founders Grant shall be pro- rated and (ii) each outstanding award other than the Pro-Rated Amount thereof shall be governed by the terms and conditions of the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause as in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest effect on the date hereof (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10modified by this Agreement).

Equity. On March 2, 2009(a) Pursuant to the terms of the Equity Documents (as defined below), Executive was granted an option and the Company acknowledge that Executive holds, as of the Termination Date, 263,059 shares of restricted Class A Common Stock of the Company (the “OptionRestricted Stock”) (including 25,674 shares of Restricted Stock issued to acquire One Hundred Seventy Five Thousand Executive on the First Earnout Achievement Date (175,000as defined in the Merger Agreement (as defined below)) and 25,685 shares of Restricted Stock issued to Executive on the Second Earnout Achievement Date (as defined in the Merger Agreement)), all of which are unvested. (b) Subject to (i) Executive’s continued compliance with the Restrictive Covenants and (ii) Executive’s execution and non-revocation of this Agreement and the Release and in consideration of the Release, and Executive’s other promises set forth herein, 50% of the shares of Restricted Stock rounded down to the nearest whole share, shall be deemed vested as of the Release Effective Date (as defined in the Release) (the “Accelerated Equity”); provided, however that if Executive breaches the Restrictive Covenants, any Accelerated Equity (including any shares of Class A Common Stock of ECC the Company (the “SharesCommon Stock”). The Option has an exercise price per Share equal ) issued to 29.5 cents Executive in respect of the Accelerated Equity pursuant to Section 3.06 of the Merger Agreement) held by Executive shall be forfeited for no consideration and shall be evidenced subject to clawback by a written grant agreement and be exercisable for Shares with such restrictive legends the Company. For the avoidance of doubt, to the extent the Accelerated Equity is outstanding on the certificates Third Earnout Achievement Date (as defined in accordance the Merger Agreement), and without limiting Executive’s rights to receive additional shares of Common Stock with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject respect to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause Common Stock (as defined below) in accordance with Section 10. The Option is intended to satisfy 3.06 of the regulatory exemption from the application of Code Section 409A for certain options for service recipient sharesMerger Agreement, and they Executive shall be administered accordingly. Any option granted entitled to Executive prior to March 2receive additional shares of Common Stock, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such optionapplicable, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 103.06 of the Merger Agreement. (c) Executive acknowledges and agrees that upon the Termination Date, all Restricted Stock held by Executive that are not Accelerated Equity shall be forfeited for no consideration. Ownership Notwithstanding anything to the contrary herein, the Accelerated Equity shall remain subject to the terms set forth in the Equity Documents and Executive acknowledges and agrees that any shares of Common Stock received by Executive remain subject to the Confidentiality and Lockup Agreement, dated as of September 15, 2019, by and between each holder of equity interests of 313 Acquisition LLC (“313”) who received shares of Legacy Vivint Smart Home, Inc. pursuant to the Merger Agreement (including, among others, Executive) and the Company (the “Lockup Agreement”). (d) For purposes hereof, “Equity Documents” shall refer to: (i) the Amended and Restated Securityholders’ Agreement, dated as of September 15, 2019, by and among 313, Executive, and the other securityholders thereto (the “Securityholders’ Agreement”); (ii) the Second Amended and Restated Limited Liability Company Agreement of 313, dated as of September 15, 2019, as amended by Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement of 313, dated as of January 16, 2020 (as amended, the “313 LLCA”); (iii) the Vivint Smart Home, Inc. 2020 Omnibus Incentive Plan; (iv) the Management Subscription Agreement (Incentive Units), dated as of July 12, 2013 (the “Incentive Subscription Agreement”); and (v) the Agreement and Plan of Merger, dated as of September 15, 2019, by and among the Company, Maiden Merger Sub, Inc., a Delaware corporation and subsidiary of the Company, and Legacy Vivint Smart Home, Inc., as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 18, 2019 (as amended, the “Merger Agreement”). (e) Executive and the Company acknowledge and agree that in exchange for the vesting of the Accelerated Equity, that certain 313 Acquisition LLC letter dated March 8, 2016, entered into by 313, and delivered to the Executive, shall be null and void and of no further force or effect. (f) Executive and the Company acknowledge and agree that, pursuant to the terms of the Equity Documents, Executive also holds, as of the Termination Date, separate and apart from the Restricted Stock (and any restricted Shares previously granted rights to receive additional shares of Common Stock in accordance with Section 3.06 of the Merger Agreement on the Third Earnout Achievement Date, as applicable, with respect thereto), (i) 105,424 shares of Common Stock (including 10,289 shares of Common Stock issued to Executive shall continue on the First Earnout Achievement Date and 10,293 shares of Common Stock issued to vest Executive on the Second Earnout Achievement Date) (collectively, the “Executive Common Stock”) and (ii) the rights to receive additional shares of Common Stock, as applicable, in accordance with Section 3.06 of the extent not already Merger Agreement on the Third Earnout Achievement Date. The Executive Common Stock are fully vested as of the first day Effective Date and any shares of the Term) additional Common Stock issued in respect thereof in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Merger Agreement shall be fully vested.

Equity. On March 2, 2009, Executive was (a) You have been granted options to purchase an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) aggregate of 250,000 shares of Class A Common Stock of ECC (the “SharesOptions”) of the Company’s common stock pursuant to the terms of two Stock Option Agreements (a Nonstatutory Stock Option Agreement covering 207,540 shares and an Incentive Stock Option Agreement covering 42,460 shares), each dated January 5, 2016 (the “Option Agreements”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws , and 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 terms of the Emmis Group Company’s 2012 Stock Incentive Plan (the “Plan”). The Option shall have a ten year term commencing March 2As of the Separation Date, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject all of the shares subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is Options are unvested and are hereby terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) Separation Date in accordance with the applicable vesting schedule terms of each such optionthe Option Agreements and the Plan, and you shall remain outstanding through the last day have no right(s) to exercise any portion of the applicable option term provided under Options following the applicable Separation Date. (b) You have been granted a restricted stock unit award agreement representing the right to receive 250,000 shares of the Company’s common stock (the “RSUs”) pursuant to which each such option was awardedthe terms of Restricted Stock Unit Award Agreement dated January 5, notwithstanding any termination 2016 (the “RSU Agreement”) and the terms of part-time employment prior to expiration the Plan. As of each such option termthe Separation Date, unless Executive’s employment is all of the RSUs are unvested and are hereby terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) Separation Date in accordance with the vesting schedule applicable terms of the RSU Agreement and the Plan, and you shall have no right(s) to each grantany portion of the RSUs following the Separation Date. You represent and agree that (i) other than Company stock that you have purchased on the open market and options to purchase an aggregate of 31,598 shares that you received in connection with your service as a non-employee member of the Board of Directors of the Company prior to January 5, notwithstanding 2016 (the “Board Options”), you do not own any termination common stock, stock options, or other equity interest in the Company, (ii) you have no right to acquire any further stock options, common stock, equity or other interest in the Company under the Option Agreements, RSU Agreement and/or the Plan and you will not in the future have any right to acquire any equity or other interest in the Company under the Option Agreements, RSU Agreement and/or Plan, and (iii) you shall not have any right to vest in any stock or stock options under any Company equity, stock and/or stock option plan or program (of full-time whatever name or part-time employment, unless Executive’s kind) that you may have participated in or were eligible to participate in during your employment is terminated for Cause in accordance with Section 10the Company. You acknowledge that the Board Options terminate three months after the Separation Date.

Equity. On March 2, 2009, Executive was granted an option (a) You acknowledge and agree that as of immediately prior to the Separation Date you held the number of vested and unvested Class A Units of Parent (as defined below) and Management Incentive Units of Parent (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “SharesMIUs”). The Option has an exercise price per Share equal , in each case, that are set forth on Exhibit A to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Planthis Agreement, or any subsequent equity compensation or similar plan adopted by ECC and generally used that were granted to make equity-based awards to management-level employees of the Emmis Group you under Parent’s 2017 Management Incentive Plan (the “Plan”) and award agreements thereunder (the “Award Agreements”) or that were purchased by you pursuant to those Class A Unit Subscription Agreements, dated June 1, 2017 and September 16, 2017, respectively, between you and Parent (the “Subscription Agreements,” and collectively with the Plan, the Award Agreements, and Parent’s Limited Liability Company Agreement dated as of April 3, 2017, in each case, as amended from time to time, the “Equity Documents”). The Option shall have a ten year term commencing March 2Other than the Class A Units and MIUs set forth on Exhibit A, 2009 you acknowledge and vests one hundred percent (100%) on March 2, 2012agree that you do not directly or indirectly hold any equity or equity-based awards in Parent or any of its affiliates. Subject to your execution (and non-revocation) of this Agreement and subject to your meeting in full your obligations hereunder, the above 113,750 unvested MIUs that are subject to time-based vesting schedule, Executive shall have the right and that are ordinarily scheduled to exercise the Option from time vest (without regard to time during the entire ten year term, notwithstanding any your termination of partemployment) on or before December 31, 2020 and 227,500 unvested MIUs that are eligible to vest if the TPG Investor receives a TPG Return equal to [ ] times the Investment Amount (as such terms are defined in the applicable Award Agreement) will remain outstanding following the Separation Date and will vest in full on the date that is six (6) months following the Separation Date (or, if earlier, upon a Change in Control (as defined in the Plan)), and all accrued distribution amounts with respect to such unvested MIUs ($1,162,027, plus the distributable share attributable to such MIUs of any distribution made after the date hereof) shall be paid within thirty (30) days following such vesting date. The MIUs that become vested following the Separation Date in accordance with this Section 6(a) shall be referred to herein as the “Accelerated MIUs”. Except as provided in the preceding sentence, all MIUs that were unvested as of the Separation Date were forfeited in accordance with their terms for no consideration due or payable to you as of the Separation Date. (b) All vested Class A Units and Management Incentive Units of Parent held by you (including the Accelerated MIUs) will remain subject to the terms of the applicable Equity Documents, except as otherwise expressly provided herein. In addition, you agree that the following provisions shall apply in the event of the consummation of the initial public offering of shares of stock of the Company or any present or future affiliate thereof (together with any related reorganization transaction(s), the “IPO” and such publicly-time employment traded company, “Pubco”): (i) Class A Units and MIUs held by you and your permitted transferees may be converted into shares of Pubco stock on terms determined by the Parent’s Board of Managers or the compensation committee thereof (the “Parent Board”), in its good faith discretion, based on the value of the Class A Units and MIUs they replace as of immediately prior to expiration of conversion (and to the ten year term, unless Executive’s employment is terminated for Cause extent any MIUs that shall remain outstanding and unvested at such time in accordance with Section 106(a) above, subject to the same vesting terms as applied to such MIUs immediately prior to the conversion); (ii) any Pubco stock may be subjected to a post-IPO lock-up restriction if requested by the underwriters and may be subject to such other transfer restrictions, which shall not apply for longer than one (1) year, following the consummation of the IPO, as the Parent Board determines in good faith is appropriate to avoid material market disruption, taking into account the size your remaining equity holdings, the public company’s public float and average trading volumes, applicable securities law restrictions and disclosure requirements; and (iii) in the event you are eligible for benefits under any tax receivable agreement entered in connection with the IPO, the Parent Board may elect to pay you the net present value (as determined in good faith by the Parent Board) of any payments that would otherwise be payable to you under such tax receivable agreement. (c) You agree to sell, and Parent agrees to purchase, your Accelerated MIUs and your vested Class A Units and MIUs set forth on Exhibit A. As illustrated on Exhibit B hereto, you and Parent agree that Class A Units and MIUs having an aggregate repurchase price of $10 million (less the value of any non-tax distributions made after the date hereof but prior to the repurchase date and after taking into account appropriate adjustments for any tax distributions relative to pro rata ownership made prior to the repurchase date) shall be repurchased by Parent on the sixtieth (60th) day following the Separation Date (the “First Repurchase Date”) and the Accelerated MIUs and the remainder of your Class A Units and other MIUs shall be repurchased on the sixtieth (60th) day after the first anniversary of the Separation Date (the “Second Repurchase Date”). The Option is intended purchase price for such Accelerated MIUs, Class A Units and other MIUs will be equal to satisfy (i) $34.57 per Class A Unit and per MIU for the regulatory exemption from repurchase made on the application First Repurchase Date and (ii) the aggregate fair market value of Code the Accelerated MIUs, Class A Units and other MIUs repurchased on the Second Repurchase Date, in any case under clause (i) or (ii), (x) taking into account any previous tax distributions relative to pro rata ownership received by you in respect of such Accelerated MIUs, Class A Units and other MIUs that, as of the applicable repurchase date, have not otherwise been appropriately taken into account when calculating prior non-tax distributions and (y) less any non-tax distributions in respect of your units between the date hereof (in the case of the first repurchase) or the date of the applicable valuation (in the case of the second repurchase) and the applicable repurchase date, as determined in good faith by the Parent Board on a basis consistent with other actions relating to its management equity program, provided that you retain your appraisal rights with respect to such valuation(s) pursuant to Section 409A 2.5(e) of the Employment Agreement (as defined below). The purchase price for certain options for service recipient sharessuch Accelerated MIUs, Class A Units and they other MIUs shall be administered accordingly. Any option granted to Executive prior to March 2paid in cash on the applicable repurchase date specified above, 2009 shall continue to vest and become exercisable during unless payment in cash would violate applicable law or the Term and thereafter Parent Board determines in good faith that doing so would reduce available baskets under the Company’s credit agreement (in effect as of the First Repurchase Date, Second Repurchase Date, or any subsequent repurchase date, as applicable) below 50% of their aggregate annual limits (the “Credit Agreement Limitations”), in which case, to the extent not already exercisable as a repurchase in cash on the otherwise applicable repurchase date would require a payment in excess of such threshold, the portion of the repurchase price in excess of such threshold shall instead be paid on or within sixty (60) days following on the first day possible date(s) that such Credit Agreement Limitation no longer applies. In the event of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment an IPO prior to expiration of each any such option termrepurchase, unless Executive’s employment is terminated for Cause in accordance with this Section 10. Ownership of any restricted Shares previously granted 6(c) shall cease to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10apply.

Equity. (a) Pursuant to the terms of your Incentive Stock Option Agreement Granted Under 2012 Stock Incentive Plan, the form of which is attached hereto, the terms of such Agreement, including without limitation Section 4 — Company Right of First Refusal (the “ROFR”), Section 5 — Agreement in Connection with Initial Public Offering (the “IPO Lockup”) and Section 7 — Transfer Restrictions, shall continue to apply to the First Option (defined below) as hereinafter amended (the “First Option Agreement”) and the terms of the Company’s 2012 Stock Incentive Plan (the “Plan”), provided however, that the Company agrees to make a limited waiver of the ROFR and IPO Lockup, upon your written request, to permit your sale of up to 15,000 shares per month from shares issued upon exercise of the Accelerated Vested Option (defined below), but only during the six month period ending on the date twelve months after the Separation Date. On March 27, 2009, Executive was 2013 you were granted an option (the “First Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase 368,892 shares of Class A the Company’s Common Stock of ECC (the “Shares”). The As of the Separation Date, no Shares subject to the First Option has an exercise price per Share equal have vested (the “Vested Shares”) and all of the 368,892 Shares subject to 29.5 cents the First Option are unvested (the “Unvested Shares”). You acknowledge and agree that, upon the Separation Date, 276,669 of the Unvested Shares subject to the Option shall be evidenced terminated and you shall have no right(s) to exercise the Option with respect to any portion of such Unvested Shares and the remaining 92,223 shares shall be deemed to vest accordance with the terms set forth in Section 3(b) of this Agreement. (b) As additional consideration for your covenants and obligations hereunder, the Company will accelerate the vesting on 92,223 of the Unvested Shares subject to the First Option Agreement (which otherwise would have vested on January 21, 2014), such that 92,223 Unvested Shares subject to the First Option Agreement will be vested and exercisable by you as of the Effective Date (the “Accelerated Vested Option”), and such acceleration has been approved by the Compensation Committee, acting for the Board of Directors. You and the Company further agree that the accelerated vesting of the Accelerated Vested Option shall result in a written grant agreement and be exercisable for Shares with such restrictive legends on conversion of the certificates option from an incentive stock option taxable in accordance with applicable securities laws and 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 Section 422 of the Emmis Group Internal Revenue Code of 1986 (as amended) (the “PlanCode”)) to a non-qualified stock option taxable in accordance with Section 83(a) of the Code if exercised more than three months after your termination of employment or at earlier if you exercise the Accelerated Vested Option through the use of the net exercise provision discussed below and upon such exercise you will be required to provide the Company with all minimum applicable federal, state, local and other legally required tax withholdings prior to the Company’s issuance to you of any Shares upon exercise of the Accelerated Vested Option. The You further acknowledge and agree that (i) the Company does not guarantee or make any representations regarding the tax consequences or tax treatment of the Accelerated Vested Option upon exercise or sale of the underlying shares and (ii) the Accelerated Vested Option shall have a ten year term commencing March 2terminate in accordance with the Plan and Section 3 of the First Option Agreement, 2009 subject to clause (c) below. (c) As further consideration for your covenants and vests one hundred percent obligations hereunder, (100%i) on March 2, 2012. Subject to Section 3(c) of the above vesting schedule, Executive First Option Agreement shall have be amended such that the right to exercise the Accelerated Vested Option from time shall terminate twelve months after the Separation Date instead of three months after the Separation Date and (ii) the Compensation Committee, acting for the Board of Directors, has approved your ability to time during pay for the entire ten year term, notwithstanding any termination of part-time employment prior to expiration exercise of the ten year termAccelerated Vested Option by “net exercise” as set forth in Section 5(f)(4) of the Plan. (d) Pursuant to the terms of your Incentive Stock Option Agreement dated June 7, unless Executive’s employment is terminated for Cause in accordance with Section 102013, as hereinafter amended (the “Second Option Agreement”) and the terms of Plan, you were granted an option (the “Second Option”) to purchase 100,300 Shares. The As of the Separation Date, no Shares subject to the Second Option is intended have vested and all of the Shares subject to satisfy the regulatory exemption from Second Option are unvested. You acknowledge and agree that, upon the application Separation Date, all 100,300 of Code Section 409A for certain options for service recipient shares, and they the Shares subject to the Second Option shall be administered accordingly. Any option granted terminated and you shall have no right(s) to Executive prior to March 2exercise the Second Option. (e) You acknowledge and agree that if you breach any term of this Agreement or the terms of the “Non-Competition Agreement” (as defined below) or the Non-Disclosure Agreement (as defined below), 2009 shall continue to vest and become exercisable during then the Term and thereafter Accelerated Vested Option (to the extent not already exercisable as of unexercised) shall be immediately terminated and forfeited to the first day of the Term) Company in accordance with the applicable vesting schedule terms of each such optionSection 3(c) of the First Option Agreement and the Plan. (f) Except for the First Option Agreement and the Second Option Agreement, you represent and agree that (i) you do not own any other common stock, stock options, or other equity interest in the Company, (ii) you have no right to acquire any stock options, common stock, equity or other interest in the Company other than the Accelerated Vested Option, and (iii) you shall remain outstanding through the last day not have any right to vest in any equity interests of the applicable Company or any stock options under any Company equity, stock and/or stock option term provided under the applicable award agreement pursuant plan or program (of whatever name or kind) that you may have participated in or were eligible to which each such option was awarded, notwithstanding any termination of part-time participate in during your employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable Company other than the Accelerated Vested Option. (g) All references in this Agreement to each grantShares are subject to appropriate adjustments for stock splits, notwithstanding any termination of full-time or part-time employmentstock dividends, unless Executive’s employment is terminated for Cause in accordance with Section 10reverse stock splits, and similar recapitalizations following the Effective Date.

Equity. On March 2, 2009, Executive was granted an option (“Option”a) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless During Executive’s employment at the Company, he has been granted various restricted stock units pursuant to restricted stock unit agreements (collectively, the “Restricted Stock Unit Agreements”) under the Expedia, Inc. (Delaware) 2005 Stock and Annual Incentive Plan and the USA Interactive Amended and Restated 2000 Stock and Annual Incentive Plan. (b) Executive is terminated for Cause entitled to retain the common stock issued or to be issued pursuant to the restricted stock units described in accordance with Section 103(a) that are vested as of the Termination Date under the terms of the applicable Restricted Stock Unit Agreements. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient sharesIn addition, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent provided in Exhibit A attached hereto, the restricted stock units described above which are not already exercisable vested as of the first day Termination Date under the terms of the Term) applicable Restricted Stock Unit Agreements will nevertheless become vested as of the later of the Effective Date or the Termination Date and will be settled in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day terms of the applicable option term Restricted Stock Unit Agreements as if such vesting were provided under thereby. (c) As provided in the applicable award agreement Restricted Stock Unit Agreements, Executive hereby forfeits the restricted stock units granted to him pursuant to which the applicable Restricted Stock Unit Agreements, in each such option was awardedcase, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested that are unvested as of the first day Termination Date (determined after taking into account Section 3(b). Executive agrees that, upon this forfeiture (and subject to Section 3(b) ), Executive has no rights to or interests in any stock under the Restricted Stock Unit Agreements, or other rights to acquire equity of the TermCompany or any of its affiliates. (d) Except as expressly provided otherwise in this Section 3, all terms of the Restricted Stock Unit Agreements shall remain in full force and effect in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause terms and conditions therein and unchanged and are hereby confirmed in accordance with Section 10all respects.

Equity. On March 2the following with respect to long-term incentive awards granted to you under the LTIP (or any predecessor or successor plan to the LTIP): (I) All awards of stock options that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i)(i) below), 2009and will continue to be exercisable for the greater of twenty-four (24) months or the period provided in accordance with the terms of the grant; provided, Executive was granted an option however, that in no event shall the exercise period extend beyond their expiration date. (II) All awards of stock options that have previously vested and become exercisable by the date of such termination shall remain exercisable for the greater of twenty-four (24) months or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. (III) All awards of RSUs that have not vested on the date of such termination shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that to the extent compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU under Internal Revenue Code Section 162(m) (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “SharesCode Section 162(m)”). The Option , such RSU shall vest if and when the CBS Compensation Committee certifies that the performance goal relating to such RSU has an exercise price per Share equal to 29.5 cents been met, or, if later, the Release Effective Date, and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plansettled within ten (10) business days thereafter; provided, 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”). The Option shall have a ten year term commencing March 2further, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject that to the above vesting schedule, Executive shall have extent that you are a “specified employee” (within the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application meaning of Code Section 409A for certain options for service recipient sharesand determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” Joseph X. Xxxxxxxxx Xx xx July 20, and they 2009 within the meaning of Code Section 409A, such portion shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during settled on the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Permissible Payment Date.

Equity. On March 2, 2009, Executive was granted an option (“Option”) All options that Employee holds to acquire One Hundred Seventy Five Thousand (175,000) purchase shares of Class A Common the Company’s common stock pursuant to the Company’s Amended and Restated 2009 Stock of ECC Plan (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and 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 “2009 Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent the Company’s 2017 Equity Incentive Plan (100%“2017 Plan”) on March 2or in each case any predecessor plans, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent that are not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day Termination Date shall lapse on that date and will not be exercisable. The exercise of any vested stock options shall be subject to the terms of the Term2009 Plan or 2017 Plan, as applicable, and the agreement(s) evidencing such stock options, including, without limitation, the time limits on exercise. Pursuant to the terms of the 2017 Plan and the agreement(s) evidencing any restricted stock units (“RSUs”) held by Employee as of the Termination Date, all RSUs (time-based and performance-based) held by Employee that are not vested as of the Termination Date shall be automatically canceled as of such date. This section is not intended to modify in accordance with any respect the vesting schedule applicable rights to each grantwhich Employee would otherwise be entitled if Employee were not to agree to this Agreement or the terms governing stock options and RSUs. EMPLOYEE UNDERSTANDS THAT NEITHER THIS AGREEMENT NOR THE COURSE OF EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, notwithstanding any termination of full-time or part-time employmentOR ANY OTHER SERVICE TO THE COMPANY, unless Executive’s employment is terminated for Cause in accordance with Section 10GIVES OR GAVE EMPLOYEE ANY RIGHT, CONTINUING OR OTHERWISE, TO THE REVENUES AND/OR PROFITS OF THE COMPANY AND/OR ANY OTHER RELEASEE (AS DEFINED BELOW) OR ANY OTHER INTEREST, ECONOMIC OR OTHERWISE, IN THE COMPANY AND/OR ANY OTHER RELEASEE (AS DEFINED BELOW).

Equity. On March 2(a) Pursuant to the terms of the Vivint Smart Home, 2009Inc. 2020 Omnibus Incentive Plan and each outstanding grant of restricted stock units to Executive thereunder (collectively, the “Equity Documents”), Executive was granted an option (“Option”) acknowledges and agrees that but for this Agreement, Executive’s right to acquire One Hundred Seventy Five Thousand (175,000) any portion of the unvested outstanding grants and the shares of Class A Common Stock of ECC the Company underlying such grants (the “SharesOutstanding Awards”) would be forfeited for no consideration as of the Termination Date. (b) Notwithstanding the foregoing, subject to (i) Executive’s continued compliance with the Restrictive Covenants and (ii) Executive’s execution and non-revocation of this Agreement and the Release, and in consideration of the Release, and Executive’s other promises set forth herein, the Company shall cause the Outstanding Awards granted pursuant to the Equity Documents to continue vesting during the Consulting Term (as defined below). The Option has an exercise price per Share equal to 29.5 cents and ; provided, however that if (i) Executive voluntarily terminates the Consulting Term or the Company terminates such Consulting Term for Cause (as defined in the Employment Agreement (provided that for purposes of this Section 3 “employment duties” shall be evidenced deemed to be references to the Transition Services (as defined below))) or as a result of Executive failing to reasonably perform the Transition Services, as reasonably requested by the Chief Executive Officer or Chief Legal Officer of the Company, as applicable, and subject to reasonable notice of the alleged failure, and a written grant agreement and be exercisable for Shares with reasonable opportunity to cure such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Planalleged failure within a reasonable time period, or any subsequent equity compensation (ii) Executive breaches the Restrictive Covenants, the Executive shall forfeit all rights with respect to the then-unvested Outstanding Awards. If the Company elects to terminate the Consulting Term other than for Cause or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees a breach of the Emmis Group (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting scheduleRestrictive Covenants, Executive shall immediately vest with respect to any outstanding time-based restricted stock units that would have otherwise vested prior to the right to exercise end of the Option from time to time during the entire ten year term, notwithstanding any Consulting Term but for such termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Consulting Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through eligible to vest with respect to any performance-based restricted stock units that would have otherwise been eligible to vest prior to the last day end of the applicable option term provided under the applicable award agreement pursuant to which each Consulting Term but for such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option termthe Consulting Term. (c) Except as otherwise set forth in this Agreement, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive the Outstanding Awards shall continue to vest (remain subject to the extent not already fully vested as of the first day of the Term) terms set forth in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Equity Documents.

Equity. On March 2, 2009, Executive was granted (a) The Company will grant you an option (the “Option”) to acquire One Hundred Seventy Five Thousand (175,000) purchase 385,226 shares of Class A Common Stock of ECC the Company’s common stock, at a per share exercise price equal to the Fair Market Value (as defined in the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Shares2011 Plan”)) of the Company’s common stock on the date of grant. The Option will vest over a four (4) year period, with one quarter (1/4) of the shares subject to the Option vesting on the one (1) year anniversary of the date of grant, and the remaining shares vesting on a quarterly basis over the following three (3) years of continuous service, provided that you are providing services to the Company as an employee or consultant on such vesting dates (no vesting will occur following the termination of employment or consulting services). The Option has will be, to the maximum extent permissible, treated as an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on “incentive stock option” within the certificates in accordance with applicable securities laws and 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 meaning of Section 422 of the Emmis Group (the “Plan”)Internal Revenue Code. The Option shall have will be formally approved by the Board of Directors and will be evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company’s standard form of stock option agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the stock option agreement or the Plan. (b) As described in the applicable stock option agreement and subject to the terms and conditions thereof, if there is a ten year term commencing March 2Change of Control (as defined in each such agreement) involving the Company, 2009 and vests then one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration all of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain your unvested options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to will vest and become exercisable during the Term and thereafter (to the extent not already immediately exercisable as of the first day consummation of the Term) in accordance with the applicable vesting schedule Change of each such option, Control. The parties acknowledge and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (agree that to the extent that this Section 6(b) conflicts with any term of an option agreement listed above (including but not already limited to any term of such option agreement or grant document that permits or requires that a termination without “Cause” or as a result of a “Good Reason” occur following a Change of Control in order for unvested options to become vested and fully vested as exercisable) then the terms of the first day of the Termthis Section 6(b) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10will govern.

Equity. On a. Consultant will continue to vest in Consultant’s outstanding (i) Company time-based restricted stock unit awards (“RSUs”), (ii) Company time-based stock options (the “Options”) and (iii) Company performance-based RSUs, granted March 2, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC 2018 (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws PSUs,” and the applicable Equity Compensation PlanRSUs, or any subsequent equity compensation or similar plan adopted by ECC Options and generally used to make equity-based awards to management-level employees of the Emmis Group (PSUs together, the “PlanEquity Awards”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first day of the Term) in accordance with the applicable vesting schedule terms of each such option, and shall remain outstanding through Equity Awards for so long as Consultant continues to provide the last day Services as of the applicable option term provided under the applicable award agreement pursuant to which each vesting dates set forth in such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) Equity Awards in accordance with the terms of such Equity Awards, but in no event after the Equity Award Termination Date set forth below. Notwithstanding the foregoing, if Consultant’s Services are terminated by the Company other than for Cause (as defined in the Services & Separation Agreement between the Company and Consultant, dated on or about ____, 2019 (the “Services & Separation Agreement”)) on or prior to January 1, 2020, the vesting schedule applicable of Consultant’s then-outstanding Equity Awards (excluding the PSUs, which are subject to the terms of Section 1.3(b) below) will accelerate such that Consultant will vest in the number of shares of Company common stock subject to each grantsuch Equity Award that would have vested had Consultant continued to provide Services through January 1, notwithstanding any 2020, , provided Consultant has executed and not revoked a release of claims substantially in the form attached to the Services & Separation Agreement (the “Release”) and satisfied all conditions to make the Release effective by no later than thirty (30) days after such termination of full-time Services. Any vested Equity Awards held by Consultant shall continue to be governed by the terms and conditions of the applicable Equity Award agreement and the Company’s equity plans under which the Equity Awards were granted except as explicitly set forth herein or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10the Services & Separation Agreement.

Equity. On March 2Following the completion of the Minimum Financial Milestone Event, 2009, the Executive was granted shall be eligible for an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares annual grant of Class A Common Stock of ECC restricted stock (the “SharesEquity Grant”)) for each year of service during the Term, which grant shall be made at the then-current fair market value of such restricted stock on the date of grant, subject to (i) the Executive’s achievement of the agreed-upon milestones set forth on Exhibit A in the applicable calendar year, which milestones may be modified on an annual basis commencing in the year 2016; (ii) the approval of the grant by the Board; and (iii) the Executive’s continued employment by the Company until such time as the Equity Grant is made. If an Equity Grant is made by the Board, it shall be made within 45 days of December 31st of the applicable calendar year. The Option has an exercise price per Share equal terms and conditions of the Equity Grant shall be governed by a Restricted Stock Purchase Agreement in a form mutually acceptable to 29.5 cents the Executive and the Company and shall be evidenced governed by the Company’s 2015 Stock Incentive Plan, which shall be approved and adopted by the Company before the Equity Grant is made. It is understood that each Equity Grant shall be subject to a written grant agreement and Right of Repurchase in favor of the Company, which Right of Repurchase shall be exercisable for Shares subject to the Company’s standard vesting schedule unless otherwise agreed whereby the Company’s Right of Repurchase shall lapse with such restrictive legends respect to 25% of the restricted stock on the certificates in accordance with applicable securities laws and 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 one year anniversary of the Emmis Group (date of grant and with respect to an additional 1/48 each month on the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of part-time employment prior to expiration of the ten year term, unless Executive’s employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and they shall be administered accordingly. Any option granted to Executive prior to March 2, 2009 shall continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the first corresponding day of the Term) in accordance with month thereafter, until all of the applicable vesting schedule restricted stock has been released from restrictions on the fourth anniversary of the date of grant, subject to Executive continuing perform services through each such optiondate. Each Equity Grant shall provide that the Company’s Right of Repurchase shall lapse 100% upon a Change in Control, and shall remain outstanding through as such term is defined in the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s employment is terminated for Cause in accordance with Section 10. Ownership of any restricted Shares previously granted to Executive shall continue to vest (to the extent not already fully vested as of the first day of the Term) in accordance with the vesting schedule applicable to each grant, notwithstanding any termination of full-time or part-time employment, unless Executive’s employment is terminated for Cause in accordance with Section 10Restricted Stock Purchase Agreement.