Cause Definition. For the purposes of this Agreement, “Cause” means # Executive’s material, willful and continuing breach of obligations to the Company after thirty (30) days written notice from the Company specifying the nature of Executive’s breach and demanding that such breach be remedied (unless such breach by its nature cannot be cured, in which case notice and an opportunity to cure shall not be required); # Executive’s conviction of a felony that is materially and substantially injurious to the Company or its business; or # act or acts of dishonesty by Executive that are materially and substantially injurious to the Company or its business.

Definition of Cause. For purposes of this Agreement, “Cause” shall be defined to mean any of the following: # Executive’s failure, refusal or neglect to perform any of Executive’s material duties or obligations under this Agreement, or any material duties assigned to Executive consistent with the terms of this Agreement (Executive’s inability or failure to perform his obligations hereunder because of his death, Disability or incapacity, including during leaves of absence permitted by law or applicable policy of Employer, shall not be considered Cause for termination under this provision), or abide by any applicable policy of Employer, or Executive’s breach of any material term or condition of this Agreement, and continuation of such failure, refusal, neglect, or breach after written notice and the expiration of a ten (10) day cure period; provided, however, that it is not the parties’ intention that the Employer shall be required to provide successive such notices, and in the event Employer has provided Executive with a notice and opportunity to cure, Employer may terminate this Agreement for Cause for a subsequent breach similar or related to the breach for which notice was previously given or for a continuing series or pattern of breaches (whether similar or related) without providing any further notice or opportunity to cure; # commission of any felony or any other crime involving an act of moral turpitude which is harmful to Employer’s business or reputation; # Executive’s action or omission, or knowing allowance of actions or omissions, which are in violation of any law or any of the rules or regulations of the Federal Communications Commission, or which otherwise jeopardize any of the licenses granted to Employer or any member of the MediaCo Group in connection with the ownership or operation of any radio station; # theft in any amount; # actual or threatened violence against any individual (in

Definition of Cause. For purposes of this Agreement, “Cause” means any of the Employee’s: # conviction of a felony, or plea of guilty or nolo contendere to, any felony or any crime of moral turpitude; # repeated intoxication by alcohol or drugs during the performance of the Employee’s duties; # embezzlement or other willful and intentional misuse of any of the funds of the Company or its direct or indirect subsidiaries, # commission of a demonstrable act of fraud; # willful and material misrepresentation or concealment on any written reports submitted to the Company or its direct or indirect subsidiaries; # material breach of this Agreement; # failure to follow or comply with the reasonable, material and lawful written directives of the Board; or # conduct constituting a material breach of the Company’s then-current code of conduct or other similar written policy which has been provided to the Employee.

Definition of Cause. For purposes of this Agreement, “Cause” for termination will mean any one or more of the following: # your commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; # any attempted commission of, or participation in, a fraud or act of material dishonesty against the Company, or any of its employees or directors by you; # your intentional, material violation of any contract or agreement between you and the Company, the Company’s employment policies, or of any statutory or other duty owed to the Company; # your unauthorized use or disclosure of the Company’s confidential information or trade secrets; or # your gross misconduct. With respect to [subsections (ii) through (v)] of this paragraph, Cause shall only exist if you have been provided with written notice of the asserted basis for Cause and provided at least 5 business days to cure the alleged basis that would otherwise constitute Cause, to the extent that the conduct at issue is possible to cure.

Definition of Cause. For purposes hereof, “Cause” shall mean any one of the following: # Executive’s material violation of any applicable material law or regulation respecting the business of the Company; # Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; # any act of dishonesty, fraud, or misrepresentation in relation to Executive’s duties to the Company which act is materially and demonstrably injurious to the Company; # Executive’s willful and repeated failure to perform in any material respect Executive’s duties hereunder after 15 days’ notice and an opportunity to cure such failure and a reasonable opportunity to present to the Board Executive’s position regarding any dispute relating to the existence of such failure (other than on account of disability); # Executive’s failure to attempt in good faith to implement a clear and reasonable directive from the CEO or to comply with any of the Company’s policies and procedures which failure is either material or occurs after written notice from the CEO; # any act of gross misconduct which is materially and demonstrably injurious to the Company; or # Executive’s breach of fiduciary duty owed to the Company.

Definition - Cause. For purposes of this Agreement, "Cause" for the termination of the Employee's employment hereunder shall be deemed to exist if, in the reasonable judgment of the Company's Chief Executive Officer (CEO): # the Employee commits fraud, theft or embezzlement against the Company or any subsidiary or affiliate thereof; # the Employee commits a felony or a crime involving moral turpitude; # the Employee breaches any non­ competition, confidentiality or non-solicitation agreement with the Company or any subsidiary or affiliate thereof; # the Employee breaches any of the terms of this Agreement and fails to cure such breach within 30 days after the receipt of written notice of such breach from the Company; or # the Employee engages in gross negligence or willful misconduct that causes harm to the business and operations of the Company or a subsidiary or affiliate thereof.

Definition of “Cause”. As set forth above, the employment relationship between the Parties is at-will, terminable at any time by either Party for any reason or no reason. The termination may nonetheless be for “Cause”. For purposes of this Agreement, “Cause” is defined as the Company’s good faith determination of: # Employee’s material breach of this Agreement or the Confidentiality and Inventions Assignment Agreement or the definitive agreements relating to the Equity Awards referenced in Section 4(c) above; # Employee’s continued substantial and material failure or refusal to perform according to, or to comply with, the policies, procedures or practices established by the Company; # the appropriation (or attempted appropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; # the misappropriation (or attempted appropriation) of any of the Company’s funds or property of any kind; # willful gross misconduct; or # Employee’s conviction of a felony involving moral turpitude that is likely to inflict or has inflicted material injury on the business of the Company; provided, however, that except for Cause being the result of item # above, the Company shall provide written notice to Employee, which notice specifically identifies the nature of the alleged Cause claimed by the Company with enough specificity for Employee to be able to cure, and Employee shall thereafter have fifteen (15) days to cure the purported ground(s) for Cause.

Definition of Cause. For purposes of this Agreement, “Cause” shall be defined to mean any of the following: # Executive’s failure, refusal or neglect to perform any of Executive’s material duties or obligations under this Agreement, or any material duties assigned to Executive consistent with the terms of this Agreement (Executive’s inability or failure to perform his obligations hereunder because of his death or incapacity, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11, including during approved periods of absence, shall not be considered Cause for termination under this provision), or abide by any applicable policy of Employer, or Executive’s breach of any material term or condition of this Agreement, and continuation of such failure, refusal, neglect, or breach after written notice and the expiration of a fifteen (15) business day cure period; provided, however, that it is not the parties’ intention that the Employer shall be required to provide successive such notices, and in the event Employer has provided Executive with a notice and opportunity to cure pursuant to this Section 9.3, Employer may terminate this Agreement for a subsequent breach similar or related to the breach for which notice was previously given or for a continuing series or pattern of breaches (whether similar or related) without providing notice and an opportunity to cure; # commission of any felony or any other crime involving an act of moral turpitude which is harmful to Employer’s business or reputation; # Executive’s action or omission, or knowing allowance of actions or omissions, which are in violation of any law or any of the rules or regulations of the Federal Communications Commission, or which otherwise jeopardize any of the licenses granted to Employer or any member of the Emmis Group in connection with the ownership or operation of any radio station; # theft in any amount; # actual or threatened violence against any individual (in connection with his employment hereunder) or another employee; # sexual or other prohibited harassment of others that is actionable under applicable laws; # unauthorized disclosure or use of trade secrets or proprietary or confidential information, as described more fully in Section 7.1; # any action which brings Employer or any member of the Emmis Group into public disrepute, contempt, scandal or ridicule, and which is harmful to Employer’s business or reputation; # any matter constituting cause or gross misconduct under applicable laws; and # failure to take any and all reasonable

Definition of Cause. For purposes of this letter agreement, “Cause” means the occurrence of any one or more of the following: # your conviction of, or

Definition of “Cause.” For purposes of this Agreement, “Cause” shall mean one or more of the following: