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): December 12, 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.

     On December 12, 2005, the Compensation Committee of the Board of Directors of Emmis Communications Corporation (“Emmis” or the “Company”) adopted a 2006 Stock Compensation Program and a 2006 Outside Director Stock Compensation Program, both under Emmis’ 2004 Equity Compensation Plan. The programs, which eliminate the issuance of stock every two weeks but are otherwise comparable to the 2005 programs, are designed to replace cash compensation with non-cash compensation in order to improve the Company’s leverage ratio under the indentures for its senior subordinated notes and floating rate notes, and to further focus the Company’s employees’ and directors’ efforts and attention on delivering shareholder value. Each participant in the programs receives stock compensation in the form of restricted stock based on a discount from the fair market value of Emmis’ Class A common stock. The restricted stock is subject to forfeiture or proration in the event an employee participant voluntarily terminates employment or is terminated for cause prior to the date the stock vests in January 2007. In the case of an outside director, the restricted stock is subject to forfeiture in the event the outside director is removed from the Board for cause prior to the date the stock vests in January 2007.

     In addition, on December 12, 2005, the Compensation Committee of Emmis’ Board of Directors approved the acceleration of the vesting of certain “out-of-the-money” unvested incentive and non-qualified stock options granted to employees and non-employee directors of the Company prior to July 1, 2004 with option exercise prices equal to or greater than $20.76 per share. This acceleration is effective as of December 12, 2005 and represents options exercisable for a total of approximately 840,000 shares of Emmis’ Class A and Class B common stock. All other terms and conditions applicable to outstanding stock option grants remain in effect.

     The Compensation Committee made the decision to approve the acceleration of the vesting of the affected stock options described above primarily to reduce the non-cash compensation expense that would have been recorded in future periods, following the effectiveness of the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 123 (Revised 2004) (“FAS 123(R)”). FAS 123(R) will require the Company to treat its unvested stock options as an expense. Pursuant to Securities and Exchange Commission Rule 4-01(a) of Regulation S-X, the Company is required to adopt FAS 123(R) beginning in the first fiscal quarter of 2006. As a result of the acceleration of the vesting of the options described above, the Company estimates that it will eliminate approximately $7 million of future non-cash compensation expense (before tax) over the period during which the stock options would have vested.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

EXHIBIT #		DESCRIPTION
	10.1	2006 Stock Compensation Program.
	10.2	2006 Outside Director Stock Compensation Program.
	10.3	2006 SCP Restricted Stock Agreement
	10.4	2006 SCP Restricted Stock Agreement (Tax Vesting)

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: December 16, 2005	By:	/s/ J. Scott Enright
		J. Scott Enright, Vice President,
		Associate General Counsel and Secretary

EX-10.1

Exhibit 10.1

2006 STOCK COMPENSATION PROGRAM
UNDER THE
EMMIS COMMUNICATIONS CORPORATION
2004 EQUITY COMPENSATION PLAN

Section 1.	Introduction and Purpose. To address business conditions, to further align our employees’ interests with those of our shareholders and to award stock bonuses to employees, Emmis Communications Corporation is instituting this 2006 Stock Compensation Program (the “Program”) under the Emmis Communications Corporation 2004 Equity Compensation Plan (the “Plan”).
Section 2.	Award. Pursuant to the authority under the Plan, the Compensation Committee hereby authorizes and awards, effective on the first day of the Award Year, Payroll Stock and Restricted Stock to Participants in accordance with the terms set forth below (sometimes referred to as the “Award” or “Awards”).
Section 3.	Definitions.
	“Award Year” means January 1, 2006 through December 31, 2006, and each calendar year thereafter.
	“Base Restricted Stock Amount” means the dollar amount of the Participant’s Restricted Stock Participation Percentage equal to or below the Excess Threshold.
	“Board of Directors” means the Board of Directors of Emmis Communications Corporation.
	“Broker” means NatCity Investments, Inc., or such other organization designated by the Compensation Committee.
	“Company” means Emmis Communications Corporation.
	“Compensation Committee” means the Compensation Committee of the Board of Directors, or its designee.
	“Eligible Employee” each Emmis employee who agrees to reduce the cash portion of the employee’s Program Compensation by the value of any Restricted Stock the employee elects to receive under this Program.
	“Emmis” means Emmis Communications Corporation and its Subsidiaries, as defined by the Plan, that are generally included in its United States’ payroll system.

“Emmis Stock”, “Share” or “Stock” means the Class A Common Stock of Emmis Communications Corporation, except in the case of grants to Jeffrey H. Smulyan, “Emmis Stock” means the Class B Common Stock of Emmis Communications Corporation.

“Enrollment Period” means the period ending December 1, 2005 or such later date before the beginning of the Award Year as shall be determined by the Company’s officers.

“Excess Restricted Stock Amount” means the dollar amount of the Participant’s Restricted Stock Participation Percentage in excess of the Excess Threshold.

“Excess Threshold” means 5% of a Participant’s Program Compensation for such Award Year.

“Initial Value” means the lower of (i) the VWAP on November 1, 2005 and (ii) the VWAP on the first trading day immediately preceding the beginning of the Award Year or (iii) the average VWAP during the first 45 days of that Award Year.

“Participant” means an Eligible Employee that receives an Award under this Program.

“Pay Period Compensation” means a Participant’s Program Compensation attributable to a particular pay period.

“Plan” means the 2004 Equity Compensation Plan sponsored by the Company.

“Program” means this 2006 Stock Compensation Program.

“Program Compensation” means for each Participant the amount determined by Emmis based on the Participant’s cash compensation and Restricted Stock awarded under this Program during the Award Year or payroll period by a Participant, and any amount deferred under a deferred compensation plan or cafeteria plan. Program Compensation shall exclude auto allowances and bonuses or other amounts that Emmis generally excludes from regular bi-weekly payroll.

“Restricted Stock” means the award of Stock issued under Section 7.

“Restricted Stock Participation Percentage” means the Program Compensation amount that a Participant elects to forego for the Award Year under Section 7. If the Enrollment Period for Restricted Stock Awards in the Award Year ends in the middle of a pay period, the Restricted Stock Participation Percentage for such pay period shall only apply to the Program Compensation for such pay period attributable to the period after the expiration of the Enrollment Period, but shall be appropriately increased so that the dollar amount that the Restricted Stock

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	Participation Percentage yields, when multiplied by such Program Compensation, the dollar amount that the unadjusted Restricted Stock Participation Percentage would have yielded when multiplied by the Program Compensation for the full payroll period.
	“Securities Trading Policy” means the policy established by the Board of Directors of the Company from time to time that specifies, among other things, the times when an Emmis employee may buy or sell Emmis Stock.
	“VWAP” means the Volume Weighted Average Price per share of Emmis Stock as of the end of a trading day as calculated by Bloomberg, L.P. or such other organization designated by the Company; provided, however, that if there are no shares of Emmis Stock traded on the NASDAQ/NMS on such date, the VWAP shall mean the volume weighted average price per share of Emmis Stock as of the end of the previous trading day on which shares of Emmis Stock were traded on the NASDAQ/NMS.
Section 4.	Participation and Enrollment.

(a)	Participation. Each Eligible Employee may elect to participate in this Program and receive Emmis Stock in the form of Restricted Stock
(b)	Enrollment. If an Eligible Employee completes the enrollment process within the Enrollment Period, that employee shall become a Participant in the Program on the first day of the Award Year. An Eligible Employee shall only become a Participant upon the completion of any forms or actions required by the Compensation Committee, including, but not limited to:

(i)	Enrollment Form (required for participation in the Program);
(ii)	Broker Account Forms (required for participation in the Program);
(iii)	W-9 Form (required for participation in the Program);
(iv)	Restricted Stock Agreement

All forms required for participation in the Program, together with this Program, shall constitute an “Award Agreement” under the Plan.

(c)

Maximum Participation Amount. At no point may the cash compensation portion of a Participant’s Pay Period Compensation be less than the minimum wage established by any governmental entity from time to time. In addition, the Company may establish other maximum participation amounts from time to time and will generally require that the cash compensation of each Participant’s Pay Period Compensation not be less than the amount necessary to fund all tax, garnishment or other required withholdings, 401(k), Section 125, health insurance and other employee benefit plan contributions elected by or required of the Participant, and any other items withheld by the Company from a participant’s paycheck.

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Section 5.	Intentionally Omitted
Section 6.	Intentionally Omitted.
Section 7.	Restricted Stock.

(a)	Restricted Stock Agreement. Each Participant shall receive a Restricted Stock Agreement providing for the issuance of Restricted Stock to the Participant after the Award Year. Subject to the terms of the Restricted Stock Agreement, the number of shares of Restricted Stock to be issued to the Participant will equal the sum of Shares determined under Subsection 7(b) and, if applicable, Subsection 7(c). Such Restricted Stock will be issued in one or more lots or in another manner designed by the Company to minimize an adverse impact of such issuance on the trading price of the stock, as soon as administratively practicable after the end of the Award Year. So long as a Participant is not in possession of material non-public information and the Securities Trading Policy does not prohibit the Participant from buying or selling Emmis Stock, the Participant may sell the Restricted Stock upon receiving a certificate for the stock or having the stock deposited in Participant’s account with the Broker after the end of the Award Year. Pursuant to the authority under the Plan, the purchase price for Restricted Stock under this Program shall be zero ($0) and the Restricted Stock shall be issued without restriction as to resale.
(b)	Base. The number of Shares of Restricted Stock awarded under this Subsection shall equal the Base Restricted Stock Amount divided by 90% of the Initial Value. The actual number of Shares will be rounded up to the nearest full share.
(c)	Excess. The number of Shares of Restricted Stock awarded under this Subsection shall equal the Excess Restricted Stock Amount divided by 80% of the Initial Value. The actual number of Shares will be rounded up to the nearest full share.
(d)	Forfeiture.

(i) A Participant shall forfeit any and all rights under this Section 7 and the Company shall not issue any Restricted Stock hereunder if the Participant voluntarily terminates employment with Emmis or is terminated by Emmis for Cause (as defined below) prior to the last day of the Award Year. In all other terminations of employment, the number of Shares of Restricted Stock that Emmis will issue to the Participant will be prorated for the portion of the Award Year that Emmis employed the Participant. If a Participant ceases to be employed by Emmis for any reason other than voluntary termination or Cause, Emmis will deliver to the

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	Participant or, in the event of death, the Participant’s estate, a certificate for the prorated Shares of Emmis Stock promptly after the Participant or estate pays Emmis any applicable taxes and other withholdings as required by law.
(ii)	Solely for purposes of grants of Restricted Stock under this Program, “Cause” means the conviction of the Participant of (or the admission by the Participant of the commission of ) any felony or other crime involving dishonesty, fraud or moral turpitude, or the Participant’s habitual neglect of duties; provided that in either event, the action involved must have had a detrimental effect on Emmis.
(iii)	During the Enrollment Period, a Participant who has elected to receive Restricted Stock may further elect the “Tax Vesting Option” as set forth in this paragraph. If a Participant elects the Tax Vesting Option, such Participant shall be issued, within 60 business days from the commencement of the Award Year, Restricted Stock in accordance with Subsection 7(b) and 7(c) above based upon the Participant’s estimated Program Compensation for the Award Year, subject to the following:

     A. On the first day of each pay period for which a paycheck is issued during the Award Year, a portion of the Participant’s Restricted Stock shall vest and not be subject to the forfeiture provisions set forth in 7(e)(i). The amount of Restricted Stock that vests each pay period shall equal the Participant’s Pay Period Compensation divided by the Initial Value. If a Participant’s actual Program Compensation for the Award Year exceeds the estimated Program Compensation, Emmis will issue additional Restricted Stock to the Participant in accordance with Subsection 7(b) and 7(c) within 30 days after the end of the Award Year. If a Participant’s actual Program Compensation for the Award Year is less than the estimated Program Compensation, the Participant will forfeit any Restricted Stock not previously vested under this Subsection.

     B. The Company shall hold all Restricted Stock issued to the Participant during the Award Year and the Participant may not offer any vested Restricted Stock for sale until after the end of the Award Year or termination of employment.

     C. The Participant authorizes the Company to transfer all unvested Restricted Shares to the Company upon any termination of employment.

     D. Notwithstanding the foregoing, in the event the Participant is terminated for Cause, all Restricted Shares shall be forfeited.

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     E. For purposes of determining the amount of Restricted Stock in which a Participant is vested upon a termination of employment (other than for Cause) within the first 44 business days of an Award Year, the Company shall use only the VWAP on the applicable date under clauses (i) or (ii) of the definition of Initial Value.

     F. Each pay period Emmis will include the portion of the Participant’s Restricted Stock that vested as non-cash compensation and will withhold taxes on that amount from the cash portion of the Participant’s paycheck. To the extent that these withholdings are less than required by law, Emmis may from time to time withhold additional amounts to meet its legal obligations.

     G. Emmis will deliver to the Participant or, in the event of death, the Participant’s estate, a certificate for the vested Restricted Stock promptly after the Participant or estate pays Emmis any additional applicable taxes and other withholdings as required by law.

Section 8.

Incorporation of Equity Compensation Plan by Reference. The adoption of this Program is not an amendment to the Plan. Instead, it represents the exercise of discretionary authority of the Compensation Committee to make “Awards” of “Restricted Stock” under the Plan by setting forth in advance the terms and conditions under which certain “Awards” will be made under the Plan. All of the terms and conditions of the Plan are incorporated by reference in this Program and each Award hereunder

Section 9.

Miscellaneous.

(a) Administration. The Compensation Committee and its designee have the express authority under this Program to:

(i)	carry out the general administration of the Program;
(ii)	cause to be prepared all forms necessary or appropriate for the administration of the Program;
(iii)	keep appropriate books and records;
(iv)	determine amounts to be disbursed to Participants and others under the provisions of the Program;
(v)	determine, consistent with the provisions of this instrument and the Plan, all questions of eligibility, rights, and status of Participants and others under this Program; and
(vi)	interpret, with discretionary authority, the provisions of this Program and to resolve, with discretionary authority, all disputed questions of Program interpretation and benefit eligibility, consistent with the terms of the applicable Plan;

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(b)	Relationship. Notwithstanding any other provision of this Program, this Program and action taken pursuant to it shall not be deemed or construed to establish a trust or fiduciary relationship of any kind between or among Emmis, the Participant, or any other persons.
(c)	Tax Withholding. The Company may withhold from any payment due hereunder any taxes required to be withheld under applicable federal, state, or local tax laws or regulations.
(d)	Tax Liability. The Company does not expressly or impliedly guarantee any federal, state or local tax consequences of participation in the Program.
(e)	Amendment. The Compensation Committee reserves the right to amend the Program at any time as it deems appropriate in its sole discretion. No amendment shall reduce any benefits accrued under the Program prior to the date the amendment was duly authorized.
(f)	Termination. The Compensation Committee reserves the right to terminate the Program at any time as it deems appropriate in its sole discretion.

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EX-10.2

Exhibit 10.2

2006 OUTSIDE DIRECTOR STOCK COMPENSATION PROGRAM
UNDER THE
EMMIS COMMUNICATIONS CORPORATION
2004 EQUITY COMPENSATION PLAN

Section 1.	Introduction and Purpose. To address business conditions and to further align our directors’ interests with those of our shareholders Emmis Communications Corporation is instituting this 2006 Outside Director Stock Compensation Program (the “Program”) under the Emmis Communications Corporation 2004 Equity Compensation Plan (the “Plan”).
Section 2.	Award. Pursuant to the authority under the Plan, the Board of Directors hereby authorizes and awards, effective on the first business day after the end of the Award Year, Restricted Stock to Participants in accordance with the terms set forth below (sometimes referred to as the “Award” or “Awards”).
Section 3.	Definitions.
	“Award Year” means January 1, 2006 through December 31, 2006, and each calendar year thereafter.
	“Board of Directors” means the Board of Directors of Emmis Communications Corporation.
	“Company” means Emmis Communications Corporation.
	“Director” means a person who is a member of the Board of Directors.
	“Emmis” means Emmis Communications Corporation and its Subsidiaries, as defined by the Plan, that are generally included in its United States’ payroll system.
	“Emmis Stock”, “Share” or “Stock” means the Class A Common Stock of Emmis Communications Corporation.
	“Initial Value” means the lower of (i) the VWAP on November 1, 2005 and (ii) the VWAP on the first trading day immediately preceding the beginning of the Award Year or (iii) the average VWAP during the first 45 days of that Award Year.
	“Participant” means a Director who is not an employee of the Company or its subsidiaries.
	“Plan” means the 2004 Equity Compensation Plan sponsored by the Company.
	“Program” means this 2006 Outside Director Stock Compensation Program.

	“Program Compensation” means the sum of all directors fees payable to each Participant during the Award Year in accordance with outside director compensation policies in effect from time to time.
	“Restricted Stock” means the award of Stock issued under this Program.
	“Securities Trading Policy” means the policy established by the Board of Directors of the Company from time to time that specifies, among other things, the times when an Emmis employee may buy or sell Emmis Stock.
	“VWAP” means the Volume Weighted Average Price per share of Emmis Stock as of the end of a trading day as calculated by Bloomberg, L.P. or such other organization designated by the Company; provided, however, that if there are no shares of Emmis Stock traded on the NASDAQ/NMS on such date, the VWAP shall mean the volume weighted average price per share of Emmis Stock as of the end of the previous trading day on which shares of Emmis Stock were traded on the NASDAQ/NMS.
Section 4.	Restricted Stock.

(a)

Restricted Stock Agreement. Each Participant will receive a Restricted Stock Agreement providing for the issuance of Restricted Stock to the Participant after the end of the Award Year. Subject to the terms of the Restricted Stock Agreement, the number of shares of Restricted Stock to be issued to the Participant will equal the sum of Shares determined under Subsection 4(b). Such Restricted Stock will be issued as soon as administratively practicable after the end of the Award Year. So long as a Participant is not in possession of material non-public information and the Securities Trading Policy does not prohibit the Participant from buying or selling Emmis Stock, the Participant may sell the Restricted Stock upon issuance after the end of the Award Year. Pursuant to the authority under the Plan, the purchase price for Restricted Stock under this Program shall be zero ($0) and the Restricted Stock shall be issued without restriction as to resale.

(b)

Number of Shares. The number of Shares of Restricted Stock awarded to a Participant under this Section shall equal the Participant’s Program Compensation for the Award Year divided by the Initial Value, provided that if the Participant has attended, in person or by phone, at least 75% of all of the meetings of the Board of Directors and of any Board of Directors’ Committees on which the Participant serves, the Participant’s Program Compensation shall be divided by 80% of the Initial Value. The actual number of Shares will be rounded up to the nearest full share.

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(c) Forfeiture.

(i)

A Participant shall forfeit any and all rights under this Section and the Company shall not issue any Restricted Stock hereunder if the Participant is removed for Cause from the Board of Directors prior to the last day of the applicable Award Year. In all other cases in which the Participant ceases to be a Director, the number of Shares of Restricted Stock that Emmis will issue to the Participant will include all retainers for the applicable year, as well as fees for meetings during the Award Year attended prior to the date the Participant ceased to be a Director. If a Participant ceases to be a Director for any reason other than removal for Cause, Emmis will deliver to the Participant or, in the event of death, the Participant’s estate, a certificate for the prorated Shares of Emmis Stock promptly after the Participant, or the Participant’s estate, pays Emmis any applicable taxes and other withholdings as required by law.

(ii)

Solely for purposes of grants of Restricted Stock under this Program, “Cause” means the conviction of the Participant of (or the admission by the Participant of the commission of ) any felony or other crime involving dishonesty, fraud or moral turpitude, or the Participant’s habitual neglect of duties; provided that in either event, the action involved must have had a detrimental effect on Emmis.

Section 5.	Incorporation of Equity Incentive Plan by Reference.
	The adoption of this Program is not an amendment to the Plan. Instead, it represents the exercise of discretionary authority of the Board of Directors to make “Awards” of “Restricted Stock” under Section 8 of the Plan by setting forth the terms and conditions under which certain “Awards” are made under the Plan. All of the terms and conditions of the Plan are incorporated by reference in this Program and each Award hereunder
Section 6.	Miscellaneous.

(a) Administration. The Compensation Committee of the Board of Directors or its designee have the express authority under this Program to:

(i)	carry out the general administration of the Program;
(ii)	cause to be prepared all forms necessary or appropriate for the administration of the Program;
(iii)	keep appropriate books and records;
(iv)	determine amounts to be disbursed to Participants and others under the provisions of the Program;

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(v)	determine, consistent with the provisions of this instrument and the Plan, all questions of eligibility, rights, and status of Participants and others under this Program; and
(vi)	interpret, with discretionary authority, the provisions of this Program and to resolve, with discretionary authority, all disputed questions of Program interpretation and benefit eligibility, consistent with the terms of the applicable Plan;

(b)	Relationship. Notwithstanding any other provision of this Program, this Program and action taken pursuant to it shall not be deemed or construed to establish a trust or fiduciary relationship of any kind between or among Emmis, the Participant, or any other persons.
(c)	Tax Withholding. The Company may withhold from any payment due hereunder any taxes required to be withheld under applicable federal, state, or local tax laws or regulations.
(d)	Tax Liability. The Company does not expressly or impliedly guarantee any federal, state or local tax consequences of participation in the Program.
(e)	Amendment. The Board of Directors reserves to itself and the Compensation Committee thereof, singly, the right to amend the Program at any time as it deems appropriate in its sole discretion. No amendment shall reduce any benefits accrued under the Program prior to the date the amendment was duly authorized.
(f)	Termination. The Board of Directors reserves to itself and the Compensation Committee thereof, singly, the right to terminate the Program at any time as it deems appropriate in its sole discretion.

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EX-10.3

Exhibit 10.3

Restricted Stock Agreement
(Non-Tax Vesting Option)

SCPRS NO. A-                    

     The right to receive shares of restricted stock is awarded by Emmis Communications Corporation (the “Company”) to the Participant named below (the “Participant”) upon the following terms and conditions:

     1. Definitions. For purposes of this Agreement and any amendments hereto, the terms defined in the Company’s 2006 Stock Compensation Program which establishes the terms and conditions of certain Awards (the “Program”) under the Company’s 2004 Equity Compensation Plan (such Plan, as supplemented by the Program, the “Plan”), when capitalized, shall have the same meanings as the meanings ascribed to them for purposes of the Plan, unless a different meaning is set forth herein, or unless a different meaning is plainly required by the context. For purposes of this Agreement and any amendments hereto, the following terms, when capitalized, have the following meanings, unless a different meaning is plainly required by the context:

Participant:
Address:
Restricted Stock Participation Percentage	___%
Date of Award:	January 1, 2006
Restricted Period:	The period beginning with the Date of Award and ending on the earlier of (A), the date on which the Shares are delivered after January 1, 2007 or (B) the date of termination of the Participant’s employment by the Company for any reason other than Cause or the voluntary termination by the Participant or (C) such earlier date as the Committee may determine pursuant to Section 4.

     2. Reference to Plan. The Restricted Stock is awarded pursuant to the Plan, the terms and conditions of which are incorporated herein by reference. No amendment of the Plan adopted after the Date of Award shall apply to the Restricted Shares unless, by its express provisions, it is effective retroactive to the Date of Award or some earlier date. No such retroactive amendment may, without the consent of the Participant, adversely affect the rights of the Participant under this Agreement.

     3. Share Award. The Company has awarded to the Participant, subject to the terms and conditions of the Plan and subject to the terms and conditions of this Agreement shares of Emmis Stock with a value equal to the sum of (i) the Participant’s Base Restricted Stock Amount divided by 90% of the Initial Value (rounded up to the nearest full share), and (ii) the Participant’s Enhanced Restricted Stock Amount, if any, divided by 80% of the Initial Value (rounded up to the nearest full share).

     4. Restrictions on Transfer. Ownership of the Restricted Shares will vest in the Participant at the expiration of the Restricted Period, subject to the provisions of Section 5. Prior to the expiration of the Restricted Period, the Participant may not sell, assign or transfer the Restricted Shares, except as hereinafter provided. The Compensation Committee shall have the authority, in its discretion, to waive the provisions of Section 5 and to shorten the Restricted Period as to any or all of the Restricted Shares and thereby to cause ownership of such Restricted Shares to vest in the Participant at an earlier date, whenever the Compensation Committee may determine that such action is appropriate by reason of changes in applicable tax or other laws or by reason of other changes and circumstances occurring after the Date of Award.

     5. Forfeiture.

     (a) The Restricted Shares shall be forfeited and returned to the Company if the Participant ceases to be employed by the Company prior to January 1, 2007 as a result of a voluntary termination of employment by the Participant or a termination of the Participant’s employment by the Company for Cause. However, the provisions of this section shall not be deemed to limit the authority of the Compensation Committee under Section 4 to declare ownership of the Restricted Shares fully vested in the Participant due to a change in applicable laws or other circumstances, notwithstanding the failure of any of such conditions to be satisfied.

     (b) If the Participant’s employment by the Company ends prior to January 1, 2007 other than for those reasons set forth in Section 5(a) hereof, then a portion of the Restricted Shares shall be forfeited and returned to the Company. The portion of the Restricted Shares that will vest in the Participant upon the occurrence of such an event and will not be forfeited is equal to the total

number of Restricted Shares times a fraction, the numerator of which is the number of days from the beginning of the Restricted Period to the date the Participant’s employment is terminated and the denominator of which is the number of days in the Restricted Period. If the calculation in the preceding sentence results in a fractional share, the number of Restricted Shares which are not forfeited will be rounded up to the next whole share.

     6. Participant’s Rights as Stockholder. Except as otherwise provided herein and during the Restricted Period, the Participant, as owner of the Restricted Shares, shall have none of the rights of a stockholder in respect of the Restricted Shares.

     7. Issuance of Shares Upon Expiration of Restricted Period. As soon as administratively practicable after the expiration of the Restricted Period, and subject to Section 10, the Company shall issue the Restricted Shares in the name of the Participant. Such Shares shall be free from any restrictive legend.

     8. Adjustments for Changes in Capitalization of the Company. In the event of any change in the outstanding shares of Emmis Stock subsequent to the Date of Award by reason of any reorganization, recapitalization, stock split, stock dividend, reverse stock split, share combination, reclassification, merger, consolidation, asset spin-off or similar event of or by the Company, the number and class of Restricted Shares covered by this Agreement shall be equitably adjusted by the Compensation Committee, whose determination shall be conclusive. Any shares of Emmis Stock or other securities received by the Participant, as a result of any of the foregoing, with respect to Restricted Shares that are subject to the restrictions contained in Sections 4 and 5 shall also be subject to such restrictions.

     9. Delivery and Registration of Shares of Stock. The Company’s obligation to deliver shares of Emmis Stock hereunder shall, if the Compensation Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant or any other person to whom such shares are to be delivered, in such form as the Compensation 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 Emmis 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 Compensation Committee shall determine to be necessary or advisable.

     10. Withholding Tax. Upon vesting of ownership in the Restricted Shares in the Participant, and prior to the delivery of any certificates pursuant to Section 7, the Company shall have the right to require the Participant or other person receiving the Restricted Shares to pay the Company the amount of any taxes which the Company is required to withhold with respect to the Restricted Shares or, in lieu thereof, to retain, or sell without notice, a sufficient number of the Restricted Shares held by it to cover the amount required to be withheld. The Company shall have the right to deduct from all dividends paid with respect to the Restricted Shares the amount of any taxes which the Company or any Affiliate is required to withhold with respect to such dividend payments.

     11. Notices. All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary, Emmis Communications Corporation, One Emmis Plaza, 140 Monument Circle, Suite 700, Indianapolis, Indiana 46204. All notices hereunder to the Participant shall be delivered personally or mailed to the Participant’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.

     12. Plan and Plan Interpretations as Controlling. The Restricted Shares 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 Compensation Committee shall be binding and conclusive upon the Participant or his legal representatives with regard to any question arising hereunder or under the Plan.

     13. Participant’s Service. Nothing in this Agreement shall limit the right of the Company or any of its affiliates to terminate the Participant’s service as a director, officer or employee, or otherwise impose upon the Company or any of its affiliates any obligation to employ or accept the services of the Participant.

EX-10.4

Exhbit 10.4

Restricted Stock Agreement
(Tax Vesting Option)

SCPRS NO. B-_________

     Shares of restricted stock are awarded by Emmis Communications Corporation (the “Company”) to the Participant named below (the “Participant”) upon the following terms and conditions:

     1. Definitions. For purposes of this Agreement and any amendments hereto, the terms defined in the Company’s 2006 Stock Compensation Program which establishes the terms and conditions of certain Awards (the “Program”) under the Company’s 2004 Equity Compensation Plan (such Plan, as supplemented by the Program, the “Plan”), when capitalized, shall have the same meanings as the meanings ascribed to them for purposes of the Plan, unless a different meaning is set forth herein, or unless a different meaning is plainly required by the context. For purposes of this Agreement and any amendments hereto, the following terms, when capitalized, have the following meanings, unless a different meaning is plainly required by the context:

Participant:
Address:
Restricted Stock Participation Percentage	___%
Number of Shares Issued
Date of Issuance of Shares	February ___, 2006
Date of Award:	January 1, 2006
Restricted Period:	The period beginning with the Date of Award and ending on the earlier of (A), the date on which the Shares are delivered after January 1, 2007 or (B) the date of termination of the Participant’s employment by the Company for any reason other than for Cause or (C) such earlier date as the Committee may determine pursuant to Section 4.

     2. Reference to Plan. The Restricted Stock is awarded pursuant to the Plan, the terms and conditions of which are incorporated herein by reference. No amendment of the Plan adopted after the Date of Award shall apply to the Restricted Shares unless, by its express provisions, it is effective retroactive to the Date of Award or some earlier date. No such retroactive amendment may, without the consent of the Participant, adversely affect the rights of the Participant under this Agreement.

     3. Share Award. The Company has awarded to the Participant, subject to the terms and conditions of the Plan and subject to the terms and conditions of this Agreement, shares of Emmis Stock with a value equal to the sum of (i) the Participant’s Base Restricted Stock Amount divided by 90% of the Initial Value (rounded up to the nearest full share), and (ii) the Participant’s Excess Restricted Stock Amount, if any, divided by 80% of the Initial Value (rounded up to the nearest full share). The Number of Shares Issued is based upon the Participant’s estimated Program Compensation for the Award Year, but the actual Share Award shall be based upon the Participant’s actual Program Compensation. For purposes of determining the amount of Restricted Stock in which a Participant is vested upon a termination of employment (other than for Cause) within the first 44 business days of an Award Year, the Company shall use only the VWAP on the applicable date under clause (i) or (ii) of the definition of Initial Value. On the Date of Issuance the Company issued a certificate for the Number of Shares Issued and shall maintain custody of the certificate pursuant to Section 4.

     4. Restrictions on Transfer. Prior to the expiration of the Restricted Period, the Participant may not sell, assign or transfer the Restricted Shares, except as hereinafter provided. The Company shall hold all Restricted Stock issued to the Participant prior to the expiration of the Restricted Period The Compensation Committee shall have the authority, in its discretion, to waive the provisions of Section 5 and to shorten the Restricted Period as to any or all of the Restricted Shares and thereby to cause ownership of such Restricted Shares to vest in the Participant at an earlier date, whenever the Compensation Committee may determine that such action is appropriate by reason of changes in applicable tax or other laws or by reason of other changes and circumstances occurring after the Date of Award.

     5. Vesting and Forfeiture.

     (a) On the first day of each pay period during the Award Year, a portion of the Participant’s Restricted Stock shall vest and not be subject to the forfeiture provisions, except as provided under Paragraph (b). The amount of Restricted Stock that vests each pay period shall equal the Participant’s Pay Period Compensation divided by the applicable percentage of the Initial Value. If a Participant’s actual Program Compensation for the Award Year exceeds the estimated Program Compensation used to issue Shares under Section 3,

Emmis will issue additional Restricted Stock to the Participant in accordance with Subsection 7(b) and 7(c) of the Program no later than 30 days after the end of the Award Year. If a Participant’s actual Program Compensation for the Award Year is less than the estimated Program Compensation, the Participant will forfeit any Restricted Stock that was issued and not previously vested under this Subsection. Such forfeited shares will be returned to the Company.

     (b) To the extent a Participant’s shares did not vest under (a) above, as of the last day of the Award Year, any shares of Restricted Shares previously issued shall be forfeited and returned to the Company. If the Participant is terminated for Cause then all Restricted Shares, including vested shares, shall be forfeited. The provisions of this section shall not be deemed to limit the authority of the Compensation Committee under Section 4 to declare ownership of the Restricted Shares fully vested in the Participant due to a change in applicable laws or other circumstances, notwithstanding the failure of any of such conditions to be satisfied.

     6. Rights as Stockholder. Upon issuance of the Restricted Shares, during the Restricted Period, the Participant shall have the rights of a stockholder in respect of the Restricted Shares.

     7. Delivery of Shares Upon Expiration of Restricted Period. As soon as reasonably practicable after the earlier of the end of the applicable Award Year or the Participant’s termination, and subject to Section 10, the Company shall transfer a certificate in respect to the vested Restricted Shares in the name of the Participant. Such certificate shall be free from any restrictive legend.

     8. Adjustments for Changes in Capitalization of the Company. In the event of any change in the outstanding shares of Emmis Stock subsequent to the Date of Award by reason of any reorganization, recapitalization, stock split, stock dividend, reverse stock split, share combination, reclassification, merger, consolidation, asset spin-off or similar event of or by the Company, the number and class of Restricted Shares awarded pursuant to this Agreement shall be equitably adjusted by the Compensation Committee, whose determination shall be conclusive. Any shares of Emmis Stock or other securities received by the Participant, as a result of any of the foregoing, with respect to Restricted Shares that are subject to the restrictions contained in Sections 4 and 5 shall also be subject to such restrictions, and the certificates or other instruments representing or evidencing such shares or securities shall bear the legend and be deposited with the Company as provided in Section 6.

     9. Delivery and Registration of Shares of Stock. The Company’s obligation to deliver shares of Emmis Stock hereunder shall, if the Compensation Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant or any other person to whom such shares are to be delivered, in such form as the Compensation 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 Emmis 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 Compensation Committee shall determine to be necessary or advisable.

     10. Withholding Tax. Each pay period during the calendar year in which the Restricted Stock is issued Emmis will include the portion of the Participant’s Restricted Stock that vested as non-cash compensation and will withhold taxes on that amount from the cash portion of the Participant’s paycheck. Prior to the delivery of any certificates pursuant to Section 7, the Company shall have the right to require the Participant or other person receiving the Restricted Shares to pay the Company the amount of any taxes which the Company is required to withhold with respect to the Restricted Shares or, in lieu thereof, to retain, or sell without notice, a sufficient number of the Restricted Shares held by it to cover the amount required to be withheld. The Company shall have the right to deduct from all dividends paid with respect to the Restricted Shares the amount of any taxes which the Company or any Affiliate is required to withhold with respect to such dividend payments.

     11. Notices. All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary, Emmis Communications Corporation, One Emmis Plaza, 140 Monument Circle, Suite 700, Indianapolis, Indiana 46204. All notices hereunder to the Participant shall be delivered personally or mailed to the Participant’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.

     12. Plan and Plan Interpretations as Controlling. The Restricted Shares 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 Compensation Committee shall be binding and conclusive upon the Participant or his legal representatives with regard to any question arising hereunder or under the Plan.

     13. Participant’s Service. Nothing in this Agreement shall limit the right of the Company or any of its affiliates to terminate the Participant’s service as a director, officer or employee, or otherwise impose upon the Company or any of its affiliates any obligation to employ or accept the services of the Participant.