By Executive with or without Good Reason. The Executive’s employment may be terminated during the Initial Term or a then-existing Renewal Term by Executive for Good Reason or without Good Reason; provided, however, that Executive may not terminate his employment for Good Reason unless (i) Executive has given the Company written notice of his belief that Good Reason exists within thirty (30) days of the initial existence of the condition(s) giving rise to Good Reason, which notice will specify in reasonable detail the facts and circumstances giving rise to Good Reason, (ii) the Company has not remedied such facts and circumstances giving rise to Good Reason within the thirty (30)-day period following the receipt of such notice and (iii) Executive separates from service on or before the sixtieth (60th) day after the end of such thirty (30)-day cure period by delivering the Notice of Termination.
By Executive with or without Good Reason. Executive may terminate Executive’s employment hereunder with or without Good Reason. “Good Reason” means the occurrence of any of the following circumstances without the Executive’s prior written consent: (a) a material adverse change in Executive’s title, duties, or responsibilities with the Company that represents a demotion from Executive’s title, duties, or responsibilities as in effect immediately prior to such change; (b) a material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company in good faith; (d) any reduction in Base Salary; (e) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; or (f) the relocation of Executive’s principal office more than 25 miles from Virginia. Notwithstanding the foregoing, “Good Reason,” for purposes of clauses (a) and (b) of this Section 4.4, shall not exist unless (x) within 90 days of first learning of the event(s) purporting to constitute Good Reason, the Executive delivers written notice to Company that specifically identifies such event(s); (y) if curable, the Company fails to cure any such event within 30 days after the date of such notice; and (z) the Executive terminates Executive’s employment by written notice within 30 days following the end of such cure period.
