0000950137-05-002712 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 7th, 2005 • Emmis Communications Corp • Radio broadcasting stations • Indiana

Shares of Restricted Stock are awarded, effective as of the Date of Grant (as defined below), by Emmis Communications Corporation (the “Company”) to the person named below (the “Grantee”) upon the following terms and conditions. The Grantee will be deemed to have accepted the Restricted Stock unless the Grantee delivers a written notice of rejection to the Company within 120 days of the Date of Grant. The Restricted Stock grant evidenced by this Restricted Stock Agreement (the “Agreement”) is made pursuant to the Company’s 2004 Equity Compensation Plan (the “Plan”), which is incorporated in this Agreement by reference. A prospectus for the Plan is located on the Emmis Intranet at “www.inside.emmis.com.”

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EMMIS COMMUNICATIONS CORPORATION OPTION GRANT AGREEMENT Grant Notice
Option Grant Agreement • March 7th, 2005 • Emmis Communications Corp • Radio broadcasting stations

This is an Award Agreement under the Emmis Communications Corporation plan shown in the attached Notice of Grant (referred to as the “Plan”). It is dated as of the Grant Date shown in the attached Notice of Grant and is between Emmis Communications Corporation and you as the Optionee named in the Notice of Grant. Capitalized terms used in this Agreement that are not defined in this Agreement have the meanings given to them in the Plan.

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