Termination for Cause. The Company shall have the right to terminate Employee’s employment, at any time, for Cause (as defined below) by giving Employee written notice of the effective date of such termination. In the event of such termination for Cause, Employee shall be entitled to receive Employee’s Salary accrued and unpaid through the date of termination, together with all accrued and unpaid PTO, and expenses reimbursable pursuant to this Agreement (herein, “Earned Pay”). The Earned Pay shall be paid in accordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is entitled under the Employee Benefit Plans and vested RSUs and options shall be paid in accordance with the terms of the governing plan documents and agreements. For purposes of this Agreement only, the term “Cause” means any of the following: # Employee materially breaches any fiduciary duty owed to the Company or its affiliates, including the duty of loyalty which has not been cured within ten (10) calendar days of written notice to the Employee; # Employee fails to comply with any valid and legal directive of the Company that is material and is consistent with Employee’s obligations under this Agreement, which has not been complied with within ten (10) calendar days of written notice to Employee of such noncompliance; # Employee is convicted of or pleads guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude or that results in material, reputational, or financial harm to the Company, its agents, representatives, or its affiliates; # Employee engages in any act or omission that constitutes a material breach by Employee of any of Employee’s duties, responsibilities, and obligations under this Agreement, or any material written policy (as they may be in effect from time to time during Employee’s employment) of the Company or any of its affiliates, assuming such obligations are lawful, which has not been cured within ten (10) calendar days of written notice to the Employee; # Employee commits an act which negatively impacts, in a material way, the Company or its employees including, but not limited to, engaging in competition with the Company, disclosing confidential information or engaging in sexual harassment or discrimination in violation of Company policies; or # Employee engages in the unauthorized disclosure of Confidential Information of the Company. For purposes of this definition of “Cause,” an act or failure to act shall not be deemed willful or intentional unless Employee acted (or failed to act) in bad faith or without a reasonable belief that Employee’s action or omission was in the best interest of the Company. For avoidance of doubt, Employee’s failure to meet performance goals or objectives, by itself, shall not constitute Cause. In all instances, the Executive Chairman, in consultation with the Company’s legal counsel and the Board of Directors as appropriate, shall determine, in good faith, whether Cause exists for purposes of this Agreement and whether Employee’s employment shall be terminated for Cause. The Executive Chairman shall have the authority to waive the consequences under this Agreement of the existence or occurrence of any events, acts, or omissions that constitute Cause.

Termination for Cause. If the Optionee has a Termination of Employment for Cause, all vested and unvested Options shall terminate immediately; provided, however, that if the Optionee has a Termination of Employment for Cause due solely to a Policy Violation (which means a termination resulting from the commission of any act or acts which violate the Standards of Business Conduct of the Company or a Subsidiary or any successor thereto (including underlying policies or policies specifically referenced therein), as the same is in effect and applicable to the Optionee at the time of the Optionee’s violation), the provisions of ​ below shall apply.

Termination for Cause. The Deposit, along with any payments of the Purchase Price made by ​ to the Escrow Deposit, and the amount loaned to ​ pursuant to subsection # above, shall be returned to ​ within five (5) business days in the event that the Purchase Agreement is terminated for Cause (as such term is defined below). The Deposit is fully refundable unless this Agreement is terminated by the Buyer without Cause, or the Buyer is in material breach of this Agreement and such any such breach is not cured within 30 days after notice thereof is provided to Buyer, or for any reason other than Cause. The term “Cause” means # the denial by the FCC or regulatory denial of Government Approvals, # reaching the Drop Dead Date prior to FCC approval, # ​’s written notification to ​, given within 60 days of the date of this Agreement (the “Due Diligence Period”), that that due diligence is not satisfactory in its sole discretion, of # in the event of material adverse events occurring after the Due Diligence Period that were not disclosed in writing to ​ prior to the expiration of the Due Diligence Period in connection with Tempo, as determined in ​’s reasonable discretion and in good faith, including without limitation, issuance of Oral Requests, Letter of Inquiry (“LOI”), Citations, Notice of Violation (“NOV”), Subpoenas, Compulsory Testimony, Admonishment, Monetary Forfeiture, or Notice of Apparent Liability (“NAL”) by the FCC Enforcement Bureau and any of is subdivisions, or any other Governmental Authority that are not capable of being cured or addressed prior to the Drop Dead Date. If this agreement is terminated without Cause, Seller shall be distributed fifty percent (50%) of the Deposit (the “Break Up Fee”) which shall amount to ​ and the balance of the Deposit shall be returned to the Buyer.

Termination for Cause. Notwithstanding [Section 3(a)] above, the Executive shall not be entitled to the payments and benefits provided under [Section 5] below if the Executive’s employment with NWL is terminated for the failure of the Executive to perform substantially the Executive’s duties owed to NWL or its affiliates after a written demand for substantial performance is delivered to the Executive specifically identifying the nature of such unacceptable performance.

Termination For Cause. If the Executive’s employment is terminated for a reason described in [Section 3(b)] above or if the Executive voluntarily terminates employment (other than for a reason described in [Section 3(a)(2)] above), this Agreement shall terminate without further obligations to the Executive under this Agreement other than for the timely payment to the Executive of his currently effective annual base salary through the termination date and of any compensation that the Executive previously elected to defer.

Termination for Cause. The Company may terminate the Executive's employment at any time for Cause (as defined below). If the Executive's employment is terminated pursuant to this [Section 5(c)], all of the Executive's rights and all of the Company's obligations hereunder shall immediately terminate. As used in this section, "Cause" shall mean # fraud, misappropriation, embezzlement or willful conduct on the part of the Executive that is materially injurious to the Company, its members or affiliates, # the conviction of a felony or the intentional commission of an illegal act or an immoral act that has material negative impact on the Company, or # if the Board determines that the Executive has failed in the performance of his duties owed to the Company. In the event of termination under 5(c)(iii), the Executive shall be given written notification by the Board to be "on Notice," with specific indications of the deficiencies noted, and if after 90 days following a written notification that the Executive is "on Notice" the Board determines that the Executive continues to fail in his performance by failure to cure the specific deficiencies to the reasonable satisfaction of the Board, the Board may terminate the Executive "for Cause" under 5(c)(iii).The Executive's obligations and the Company's rights under [Section 5, 6, 7 and 8]8]8]8] shall survive the termination of this Agreement and the Executive shall be paid the unpaid portion of the Base Salary earned up to the date of such termination.

Termination With Cause. In the event of termination for Cause, the Company shall not be obligated to make and shall not make any severance payment. Executive will be provided only Base Compensation earned through the last date of employment.

Termination for Cause. If the Participant’s employment by the Company or a Related Company is terminated by the Company or a Related Company for Cause (as defined below) at any time prior to the date that the PSUs are paid pursuant to paragraph 6, the PSUs (whether vested or not) shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant.

Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of # such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in such notice or # the effective date of such termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Participant is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted.

Upon termination of the Employee’s employment for Cause, then, except as provided in [Section 17(a)], all unvested Shares shall be forfeited by the Employee and he or she may exercise the Stock Option, to the extent that it is then vested, before the New York Stock Exchange closes on the date of the Employee’s termination, except to the extent a severance plan applicable to the Employee provides otherwise. “Cause” shall mean the Employee’s material neglect (other than as a result of illness or disability) of his or her duties or responsibilities to the Company or conduct (including action or failure to act) that is not in the best interest of, or is injurious to, the Company, each as determined in the sole discretion of the Executive Vice President of Human Resources or his/her delegate.