8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 1, 2005

EMMIS COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

INDIANA

(State of incorporation or organization)

0-23264
(Commission file number)

35-1542018
(I.R.S. Employer
Identification No.)

ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)

(317) 266-0100
(Registrant’s Telephone Number,
Including Area Code)

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement

      The Board of Directors of Emmis Communications Corporation approved forms of grant agreements for stock options and restricted stock awards under the Emmis Communications Corporation 2004 Equity Compensation Plan for awards on March 1, 2005. The form of option grant agreement provides for the issuance of either incentive stock options or nonqualified stock options with ten-year terms and a specified vesting schedule and provides for a variety of exercise mechanisms as authorized by the plan. The form of restricted stock grant agreement provides for the delivery of shares of Emmis common stock to the grantee subject to forfeiture if specified vesting conditions are not satisfied.

      Copies of the forms of grant agreements are included as exhibits to this filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

      (c) Exhibits

EXHIBIT #	DESCRIPTION
10.1	Form of Stock Option Grant Agreement.
10.2	Form of Restricted Stock Grant Agreement.

Signatures.

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EMMIS COMMUNICATIONS CORPORATION
Date: March 7, 2005	By:	/s/ J. Scott Enright
		J. Scott Enright, Vice President,
		Associate General Counsel and Secretary

EX-10.1

Exhibit 10.1

EMMIS COMMUNICATIONS CORPORATION
OPTION GRANT AGREEMENT

Grant Notice

      Emmis Communications Corporation has granted you an Option to purchase Emmis Stock, subject to the terms and conditions of the Plan referred to below and the attached Agreement Regarding Terms and Conditions of Grant, all of which are incorporated into this Notice by reference. Unless you reject this Option by delivering a written rejection notice to Emmis within 120 days after the Grant Date shown below, you will be deemed to have accepted it and agreed to the attached terms and conditions. A prospectus for the Plan is located on the Emmis Intranet at “www.inside.emmis.com”.

Optionee:
Grant Number:
Grant Date:
Plan:	2004 Equity Compensation Plan
Total Option Shares Granted:
Option Price Per Share:	$
Type of Option:	[Incentive Stock Option]
	[Non-Qualified Stock Option]
Expiration Date:	Ten Years from the Grant Date
Vesting Schedule:	Option for ___Option Shares first exercisable on the first anniversary of the Grant Date
	Option for___additional Option Shares first exercisable on the second anniversary of the Grant Date
	Option for___additional Option Shares first exercisable on the third anniversary of the Grant Date

Agreement Regarding Terms and Conditions of Grant

      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.

      The attached Notice of Grant includes several important terms that are used in this Agreement. We refer to the Option Price per Share shown in the Notice of Grant as the “Exercise Price.” We refer to the Expiration Date shown in the Notice of Grant as the “Expiration Date.” We refer to a number of shares of Emmis Class A Common Stock (or Class B Common Stock, in the case of Jeffrey H. Smulyan) shown as the Total Option Shares Granted in the Notice of Grant as the “Option Shares.” We refer to the option of the type shown as the Type of Option in the Notice of Grant to purchase the Option Shares for the Exercise Price under these terms and conditions as the “Option,” and any Option Shares purchased under the Option as “Purchased Shares.”

      1. Grant of Option. Subject to the terms of this Agreement and the Plan, Emmis hereby grants to you the Option to purchase the Option Shares at the Exercise Price and in the manner and subject to the conditions provided in this Agreement.

      2. Exercise of Option.

      (a) The Option is not exercisable after the Expiration Date. You may exercise the Option in whole or in part (as to a whole number of Option Shares) at any time on or before the Expiration Date as to any Option Shares which have vested under the Vesting Schedule shown in the Notice of Grant.

      (b) You may exercise this Option by giving Emmis written notice specifying the number of Option Shares you want to purchase. The notice must be in the form prescribed by the Committee and be directed to Emmis at its principal executive offices. The date of exercise, which is referred to as the “Exercise Date,” is the date on which your notice is received by Emmis.

      (c) You may not exercise this Option unless your exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise. You may not exercise the Option as to fewer than 100 Option Shares unless you exercise it as to all Option Shares as to which the Option can be exercised at that time.

      (d) Except to the extent you use the “sale and remittance” procedure described in this subsection (d), you must pay the Exercise Price for the Purchased Shares on the Exercise Date. If the Plan allows you to pay the Exercise Price other than in cash at the time you exercise the Option, then you may also pay the Exercise Price in one of the following ways:

(1)	in shares of Emmis Stock that you have held for at least six months, each valued at Fair Market Value on the Exercise Date (including through a procedure where you attest to your ownership of the shares in a form acceptable to the Committee);
(2)	with the approval of the Committee, in shares of restricted Emmis Stock that you have held for at least six months, each valued at Fair Market Value on the Exercise Date;
(3)	by waiver of compensation due or accrued to you for services rendered;
(4)	with the consent of the Committee, by transferring property to Emmis;
(5)	provided that a public market for the Stock exists:

(A)	through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers (referred to as an “NASD Dealer”) in which you irrevocably elect to exercise the Option and to sell a portion of the Stock you purchase in order to pay for the Option, and in which the NASD Dealer irrevocably commits upon receipt of that Stock to forward the Exercise Price directly to Emmis; or
(B)	through a “margin” commitment from you and an NASD Dealer in which you irrevocably elect to exercise the Option and to pledge the Stock you have purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and in which the NASD Dealer irrevocably commits upon receipt of that Stock to forward the Exercise Price directly to Emmis; or
(C)	through any other procedure pursuant to which you deliver to Emmis a properly executed exercise notice and instructions to deliver the resulting Stock to a stock broker that are intended to satisfy the provisions of Section 220.3(e)(4) of Regulation T issued by the Board of Governors of the Federal Reserve System as in effect from time to time;

(6)	by the surrender of all or part of the Option being exercised, or
(7)	such other payment method or procedure as the Committee may approve.

      Emmis’ obligation to deliver the Purchased Shares pursuant to subsection 2(d)(5) described above is conditioned upon receiving sufficient funds to cover the Exercise Price and tax withholding obligations described in this Agreement.

      3. Non-Transferability of this Option. This Option may not be assigned, encumbered, or transferred except, (a) in the event of your death, by will or the laws of descent and distribution, or (b) to an Eligible Transferee as provided in the Plan. This Option is exercisable during your lifetime only by you or, if transferred to an Eligible Transferee, by that Eligible Transferee as provided in the Plan. The provisions of this Option will be binding upon, inure to the benefit of, and be enforceable by you and Emmis, by the successors and assigns of Emmis, and by your heirs, legatees and personal representatives.

      4. Termination of Employment.

      (a) If you have a Termination of Employment, any part of the Option that is not then vested shall be forfeited, unless the Termination of Employment is: (i) due to your death; or (ii) due to your Disability; or (iii) effected by Emmis or a Subsidiary due to the elimination of your position (other than in connection with the sale or disposition of one or more stations, magazines or other business units); or (iv) effected by Emmis or a Subsidiary in connection with the sale or disposition of one or more stations, magazines or other business units; or (v) due to your Retirement (as defined below). However, the provisions of this Section does not limit the authority of the Committee to declare the Option fully vested whenever the Committee may determine that such action is appropriate pursuant to the Plan or this Agreement.

      (b) If you have a Termination of Employment due to your death, Disability or Retirement, or that is effected by Emmis in connection with the sale or disposition of one or more stations, magazines or other business units, the unvested part of the Option shall vest in its entirety immediately prior to such Termination of Employment. For purposes of this Agreement, “Retirement” shall mean a Termination of Employment other than for Cause at a time when (a) the sum of your service to Emmis plus your age is not less than sixty-five years, (b) your age is not less than fifty-five years, and (c) you have provided not less than ten years of service to Emmis.

      (c) If you have a Termination of Employment that is effected by Emmis or a Subsidiary due to the elimination of your position (other than in connection with the sale or disposition of one or more stations, magazines or other business units), then any part of the Option that is scheduled to vest within one year of such Termination of Employment shall vest immediately prior to such Termination of Employment.

      5. The Plan. The terms of this Agreement are subject to the terms of the Plan. In the case of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan control. You acknowledge receipt of a copy of the Plan and represent (a) that you are familiar with the terms and provisions of the Plan, (b) that you have reviewed the Plan and this Agreement in their entirety, and (c) that you have had an opportunity to obtain the advice of counsel prior to signing this Agreement and fully understand all provisions of the Option. You agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

      6. No Shareholder Rights; No Guaranty of Employment. You do not have any of the rights of a shareholder with respect to the Option Shares until the Option Shares are issued or transferred to you after the exercise of the Option. Nothing in this Agreement confers or will confer on you any right to continue in the employment of Emmis, or remain affiliated with Emmis or any of its Subsidiaries, or to continue as an officer or director of Emmis, and nothing in this Agreement interferes with Emmis’ right to terminate your employment at any time, with or without cause.

      7. Effect of Change of Control. Notwithstanding the Vesting Schedule shown in the Notice of Grant, this Option immediately becomes fully exercisable on the date on which the Committee so determines in connection with a Change in Control.

      8. Withholding Tax. If cash or shares of Emmis Stock are to be delivered upon exercise of this Option, Emmis is entitled to require as a condition of delivery (a) that you pay an amount sufficient to satisfy all federal, state and local withholding tax requirements related to the exercise of the Option, (b) the withholding of such sums from compensation otherwise due to you or from any Purchased Shares due to you under the Plan, or (c) any combination of (a) and (b). The Committee reserves the right to revoke your right under the Plan to elect to have Option Shares withheld to satisfy your withholding tax liability.

      9. Successors and Assigns. Except to the extent otherwise provided in the Plan, the benefits of this Agreement are applicable to, and this Agreement is binding upon, Emmis and its successors and anyone to whom Emmis legally assigns it and you, anyone to whom you legally assign it and the legal representatives, heir and beneficiaries of your estate.

      10. Compliance with Laws and Regulations.

      (a) Your exercise of the Option and the issuance of the Option Shares upon your exercise is subject to compliance by Emmis and you with all applicable requirements of law, including but not limited to federal and state securities laws, and with all applicable regulations of The Nasdaq Stock Market (or any stock exchange, if applicable) on which the Purchased Shares may be designated or listed for trading at the time of your exercise and issuance of the Purchased Shares.

      (b) If Emmis determines that it needs to obtain approval from any regulatory body in order to issue and sell any Option Share under the Option and cannot get that approval, Emmis is not liable for not issuing and selling the Option Shares under this Option to the extent that approval was not obtained. Emmis, however, will use its best efforts to obtain all such approvals.

      (c) If this Option is shown under Type of Option in the Notice of Grant as an incentive stock option, then it is intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code and will in all respects be interpreted and construed as to be consistent with this intention.

      11. Adjustments for Changes in Capitalization. If Emmis is involved in any reorganization, reclassification, recapitalization, stock split, reverse stock split, stock dividend, share combination, merger, consolidation, asset spin-off or similar event, the Committee will make equitable adjustments of (a) the aggregate number of shares of Stock available under the Plan, (b) the number of shares of Stock covered by an Option, (c) the Exercise Price, and (d) all other matters relating to the Plan and any Option, all in such manner as may be determined by the Committee in its discretion, in order to prevent dilution or enlargement of your rights under this Option. The Committee’s determination is conclusive in these matters.

      12. Notice of Disqualifying Disposition of ISO Shares. If this Option is shown under Type of Option in the Notice of Grant as an incentive stock option and is exercised prior to your death, and if you (or your heirs, beneficiaries or personal representatives) sell or otherwise dispose of any of the Purchased Shares on or before the later of (a) two years after the Grant Date or (b) one year after the date of exercise of this Option, you (or any such heirs, beneficiaries or personal representatives) are required to promptly notify Emmis of the sale or other disposition. The notice must specify the number of Purchased Shares sold or otherwise disposed of and be directed to Emmis at its principal executive offices.

      13. Amendment. Subject to any shareholder approval requirements of applicable law or the rules of any national securities exchange, stock market or automated quotation service on which the Stock is listed or quoted, the Committee has complete and exclusive power and authority to amend or modify this Agreement (and Emmis has the power and authority to amend or modify the Plan) at any time and in any respect, except that no such amendment or modification can adversely affect, in any material respect, any of your rights with respect to this Option, unless you consent in writing to the amendment or modification.

      14. Entire Agreement; Governing Law; Attorneys’ Fees. The Plan is incorporated into this Agreement by reference as if it appeared here in full. The Plan and this Agreement together make up the entire agreement of Emmis and you with respect to the subject matter of this Agreement and supersede in their entirety all prior promises and agreements of Emmis and you with respect to the subject matter of this Agreement. The Option must be exercised in accordance with any administrative regulations the Committee adopts from time to time. The Option and this Agreement are to be construed, administered and governed in all respects under and by the internal laws (but not the choice of law rules) of the State of Indiana. Each of Emmis and you hereby submits to jurisdiction before any state or federal court of record in Marion County, Indiana.

EX-10.2

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

      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.”

      1. Definitions. For purposes of this Agreement and any amendments hereto, the terms defined in Section 2 of the Plan, when capitalized in this Agreement, shall have the same meanings as the meanings ascribed to them by the Plan, unless a different meaning is specified in this Agreement, or unless a different meaning is plainly required by the context. For purposes of this Agreement and any amendments hereto, the following terms, when capitalized, have the following meanings, unless a different meaning is plainly required by the context:

Grantee:
Address:
Restricted Stock:	___shares of the Company’s Stock
Date of Grant:
Vesting Date:

      2. Reference to Plan. The Restricted Stock is granted pursuant to the Plan in effect on the Date of Grant. No amendment of the Plan adopted after the Date of Grant shall apply to the Restricted Stock unless, by its express provisions, the amendment is effective retroactive to the Date of Grant or some earlier date. No such retroactive amendment may, without the consent of the Grantee, adversely affect the rights of the Grantee under this Agreement.

      3. Share Award. The Company hereby awards to the Grantee, subject to the terms and conditions of the Plan and subject to the terms and conditions of this Agreement, the Restricted Stock in the form of Class A Common Stock (or Class B Common Stock in the case of Jeffrey H. Smulyan).

      4. Vesting and Restrictions on Transfer. The Restricted Stock will vest on the Vesting Date or such earlier date as may be determined pursuant to this Agreement or the Plan unless the Restricted Stock has been forfeited pursuant to Section 5. During the time from the Date of Grant to the Vesting Date or such earlier date as may be determined pursuant to this Agreement or the Plan (the “Restricted Period”), the Grantee may not sell, assign, transfer, pledge or otherwise encumber the Restricted Stock, except as hereinafter provided. The Committee shall have the authority, in its discretion, to waive the provisions of Section 5 and to shorten the Restricted Period as to any or all of the Restricted Stock, and thereby to cause such Restricted Stock to vest at an earlier date.

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      5. Forfeiture and Early Vesting.

      (a) The Restricted Stock shall be forfeited and returned to the Company if the Grantee has a Termination of Employment prior to the Vesting Date, unless the Termination of Employment is: (i) due to the death of the Grantee; or (ii) due to the Disability of the Grantee; or (iii) effected by the Company or a Subsidiary due to the elimination of the Grantee’s position (other than in connection with the sale or disposition of one or more stations, magazines or other business units); or (iv) effected by the Company or a Subsidiary in connection with the sale or disposition of one or more stations, magazines or other business units; or (v) due to the Retirement (as defined below) of the Grantee. However, the provisions of this Section shall not be deemed to limit the authority of the Committee to declare the Restricted Stock fully vested whenever the Committee may determine that such action is appropriate pursuant to the Plan or this Agreement.

      (b) If the Grantee has a Termination of Employment prior to the Vesting Date due to the death, Disability or Retirement of the Grantee or in connection with the sale or disposition of one or more stations, magazines or other business units, all of the Restricted Stock shall vest immediately prior to such Termination of Employment. For purposes of this Agreement, “Retirement” shall mean a Termination of Employment other than for Cause at a time when (a) the sum of the Grantee’s service to the Company plus the Grantee’s age is not less than sixty-five years, (b) the Grantee is not less than fifty-five years of age, and (c) the Grantee has provided not less than ten years of service to the Company.

      (c) If the Grantee has a Termination of Employment that is effected by the Company or a Subsidiary due to the elimination of the Grantee’s position (other than in connection with the sale or disposition of one or more stations, magazines or other business units) prior to the Vesting Date, then the portion of the Restricted Stock that shall vest immediately prior to such Termination of Employment is equal to the total number of shares of Restricted Stock times a fraction, the numerator of which is the number of days from the Date of Grant to the date of the Termination of Employment and the denominator of which is the number of days between the Date of Grant and the Vesting Date. If the calculation in the preceding sentence results in a fractional share, the number of shares which are not forfeited will be rounded up to the next whole share. The remaining shares of Restricted Stock shall be forfeited and returned to the Company.

      6. Certificates for Restricted Stock. The Company may issue a certificate in respect of the Restricted Stock in the name of the Grantee and, if so, shall hold such certificate on deposit for the account of the Grantee until the expiration of the Restricted Period. Each such certificate shall bear the following legend:

The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Emmis Communications Corporation 2004 Equity Compensation Plan and an Agreement entered into between the registered owner and Emmis Communications Corporation. Copies of such Plan and Agreement are on file in the office of the Secretary of Emmis Communications Corporation, One Emmis Plaza, 140 Monument Circle, Suite 700, Indianapolis, Indiana 46204.

Upon issuance of such certificate, the Grantee shall be deemed to have appointed the Company as its agent to sell, transfer or assign the Restricted Stock in such manner as the Company deems appropriate, provided that such sale, transfer or assignment is not prohibited by the terms of this Agreement or the Plan. In addition, if requested by the Company, following the issuance of such certificate, the Grantee shall execute a stock power endorsed in blank and shall promptly deliver such stock power to the Company.

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      7. Grantee’s Rights as Stockholder. If a certificate is issued for the Restricted Stock, then during the Restricted Period: (i) the Grantee shall have the right to vote any Restricted Stock which has not been forfeited hereunder; and (ii) the Grantee shall have the right to receive any declared distribution (provided, however, that if the distribution is in the form of Stock or other securities, the Stock or other securities shall be subject to the same restrictions as the Restricted Stock). Except as otherwise provided in this Agreement, the Grantee shall have none of the rights of a shareholder in respect of the Restricted Stock.

      8. Delivery of Shares Upon Expiration of Restricted Period. Upon the expiration of the Restricted Period, the Company shall issue a certificate in respect to the Restricted Stock in the name of the Grantee. Such certificate shall be free from any restrictive legend. If the Company issued a certificate pursuant to Section 6, the Company shall (i) exchange the previously issued certificate in respect of the Restricted Stock for a new certificate in respect of such shares that does not bear the legend provided for in Section 6 above, (ii) deliver such new certificate to the Grantee and (iii) relinquish to the Grantee the stock power held by the Company pursuant to Section 6.

      9. Adjustments for Changes in Capitalization of the Company. If the Company is involved in any reorganization, reclassification, recapitalization, stock split, reverse stock split, stock dividend, share combination, merger, consolidation, asset spin-off or similar event, the Committee will make equitable adjustments of the number of shares of Restricted Stock and all other matters relating to the Plan and the Restricted Stock (including the type of security or property to be delivered upon vesting), all in such manner as may be determined by the Committee in its discretion, in order to prevent dilution or enlargement of the Grantee’s rights under this Agreement. The Committee’s determination is conclusive in these matters. Any shares of Stock or other securities received by the Grantee as a result of any of the foregoing shall be subject to the same restrictions as the Restricted Stock.

      10. Delivery and Registration of Shares of Stock. The Company’s obligation to deliver shares of Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other federal, State or local securities legislation. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities legislation. The Company shall not be required to deliver any shares under this Agreement prior to (i) the admission of such shares to listing on any stock exchange on which the shares of Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

      11. Withholding Tax. Upon vesting of the Restricted Stock (or at such earlier time as an election is made by the Grantee under Section 83(b) of the Internal Revenue Code of 1986, as amended, or any successor provision thereto, to include the value of the Restricted Stock in taxable income), the Company shall have the right to require the Grantee or other person receiving the Restricted Stock to pay the Company the amount of any taxes which the Company is required to withhold with respect to the Restricted Stock or, in lieu thereof, to retain, or sell without notice, a sufficient number of shares of

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the Restricted Stock held by it to cover the amount of tax required to be withheld. The Company shall have the right to deduct from all dividends paid with respect to the Restricted Stock the amount of any taxes which the Company or any Affiliate is required to withhold with respect to such dividend payments.

      12. Notices. All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary, Emmis Communications Corporation, One Emmis Plaza, 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204. All notices hereunder to the Grantee shall be delivered personally or mailed to the Grantee’s address noted above. Such addresses for the service of notices may be change at any time provided written notice of the change is furnished in advance to the other party.

      13. Plan and Plan Interpretations as Controlling. The Restricted Stock and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Grantee or Grantee’s legal representatives with regard to any question arising hereunder or under the Plan.

      14. Grantee’s Service. Nothing in this Agreement shall: (i) limit the right of the Company or any of its Affiliates to terminate the Grantee’s service as a director, officer or employee, for any or no reason or (ii) otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services of the Grantee.

      15. Entire Agreement; Governing Law; Attorneys’ Fees. The Plan is incorporated into this Agreement by reference as if it appeared here in full. The Plan and this Agreement together make up the entire agreement of the Company and Grantee with respect to the subject matter of this Agreement and supersede in their entirety all prior promises and agreements of the Company and Grantee with respect to the subject matter of this Agreement. This Agreement is to be construed, administered and governed in all respects under and by the internal laws (but not the choice of law rules) of the State of Indiana. Each of the Company and Grantee hereby submits to jurisdiction before any state or federal court of record in Marion County, Indiana.

      IN WITNESS WHEREOF, this Restricted Stock Agreement is effective as of the Date of Grant.

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