On August 1, 2017, subsidiaries of Emmis Communications Corporation (“Emmis”) completed the sale of substantially all of the assets of radio station KPWR(FM), Los Angeles, CA to affiliates of the Meruelo Group. At closing, Emmis received gross proceeds of approximately $80.1 million. After payment of transaction costs and withholding for estimated tax obligations, net proceeds totaled $73.6 million and are being used to repay term loan indebtedness under Emmis’ senior credit facility.

Effective August 1, 2017, we signed a new employment agreement with Patrick M. Walsh, who serves as our President and Chief Operating Officer, that is effective through July 31, 2019. Mr. Walsh’s annual base compensation for the term of the employment agreement is $625,000, with annual increases of up to 2.5% as set forth in the employment agreement. The company retains the right to pay up to ten percent of Mr. Walsh’s base salary in shares of our common stock, and has the right to pay any incentive compensation in cash or shares of our common stock. Mr. Walsh’s annual incentive compensation targets for fiscal years 2018, 2019 and 2020 are 50% of his base compensation. In the event that Mr. Walsh’s employment terminates upon expiration of the employment agreement, Mr. Walsh’s annual incentive compensation for fiscal year 2020 will be pro-rated. Additionally, the award of any annual incentive compensation is based upon achievement of certain performance goals to be determined each year by our Compensation Committee. On August 1, 2017, Mr. Walsh received an option, which vests at the end of the two year term, to acquire 62,500 shares of our common stock, as well as a restricted stock award of 176,679 shares of our common stock, half of which are to vest upon the first anniversary of the grant and the other half are to vest upon the completion of the two year term. Mr. Walsh is also eligible to earn performance-based awards at the end of the two year term with a fair market value of $300,000, $500,000 or $700,000 based on certain increases in share price set forth in the employment agreement. Mr. Walsh continues to receive an automobile allowance of $1,000 per month and is reimbursed for up to $5,000 per year in premiums for life and disability insurance and professional fees related to estate planning. Mr. Walsh retains the right to participate in all of our employee benefit plans for which he is otherwise eligible. The agreement remains subject to termination by our board of directors for cause (as defined in the agreement), by Mr. Walsh for good reason (as defined in the agreement) or by Mr. Walsh upon the acceptance of a chief executive officer position at a non-competitive company as set forth in the employment agreement. Mr. Walsh is entitled to certain termination benefits upon disability or death, and certain severance benefits. The description of the employment agreement set forth above is qualified in its entirety by reference to the employment agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

(c) Exhibits.

Note to this Form 8-K: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

•changes in radio audience measurement methodologies;

•war, terrorist acts or political instability; and

•other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

EMMIS COMMUNICATIONS CORP Exhibit
EX-10.1 2 emmex10108032017.htm EXHIBIT 10.1 Exhibit EMPLOYMENT AGREEMENTThis EMPLOYMENT AGREEMENT (“Agreement”) is effective as of August 1,…
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About EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS)

Emmis Communications Corporation is a media company, which is focused on radio broadcasting. The Company operates through three business segments: Radio, Publishing, and Corporate & Emerging Technologies. The Company owns approximately 20 frequency modulation (FM) and over four amplitude modulation (AM) radio stations in New York, Los Angeles, St. Louis, Austin, Indianapolis and Terre Haute, Indiana. The Company publishes various city and regional magazines. The Company’s publishing operations consist of Texas Monthly, Los Angeles, Atlanta, Indianapolis Monthly, Cincinnati and Orange Coast. It also operates Digonex Technologies, Inc., a pricing business. It also develops and licenses TagStation, a cloud-based software platform that allows a broadcaster to manage album art, meta data and enhanced advertising on its various broadcasts, and developed NextRadio, a smartphone application that marries over-the-air FM radio broadcasts with visual and interactive features on smartphones.