Executive’s Right to Terminate for Good Reason. Executive shall have the right to terminate Executive’s employment with the Company at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:
Executive’s Right to Terminate for Good Reason. Executive shall have the right to terminate Executive’s employment with the Employer at any time for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean: (i) a material diminution in Executive’s base salary (other than as the result of an across-the-board reduction that affects similarly-situated employees in substantially the same proportion as Executive) or authority, duties and responsibilities with the Employer or its subsidiaries; provided, however, that if Executive is serving as an officer or member of the Board (or similar governing body), in no event shall the removal of Executive as an officer or board member, regardless of the reason for such removal, constitute Good Reason; (ii) a material breach by the Employer of any of its covenants or obligations under this Agreement; or (iii) the relocation of the geographic location of Executive’s principal place of employment (1) by more than fifty (50) miles from the location of Executive’s principal place of employment as of the Effective Date, or (2) that results in a commute of more than seventy-five (75) miles from Executive’s primary residence to his or her principal place of employment. Notwithstanding the foregoing provisions of this Section 6(c) or any other provision of this Agreement to the contrary, any assertion by Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Section 6(c)(i), (ii) or (iii) giving rise to Executive’s termination of employment for Good Reason must have arisen without Executive’s consent; (B) Executive must provide written notice to the Board of the existence of such condition(s) within thirty (30) days of the initial existence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice; and (D) the date of Executive’s termination of employment must occur within sixty (60) days after the initial existence of the condition(s) specified in such notice. (d)
Executive’s Right to Terminate for Good Reason. The Executive may resign his employment for “Good Reason” by giving Notice as described in paragraph 4.2.1 above. For purposes of this Agreement, “Good Reason” is defined as follows: (i) forced relocation of the Executive’s position by VISUAL to a location that is outside of a 25 mile radius of Visual’s offices in Rockville, Maryland; (ii) willful failure by the Company to provide the Executive the base salary and benefits in accordance with the terms of this Agreement; or (iii) material reduction in the Executive’s job title or responsibilities, without the Executive’s consent, that would constitute a material demotion or diminution of responsibility. In each such event listed in (i) through (iii) above, the Executive shall give the Company notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and there shall be no Good Reason with respect to any such circumstances if cured by the Company within thirty (30) days after such notice.
Executive’s Right to Terminate for Good Reason. During the Term, Executive may resign his employment for “Good Reason” by giving notice as described below. For purposes of this Agreement, “Good Reason” is defined as follows: (i) willful failure by the Company to provide the Executive the Base Salary in accordance with the terms of this Agreement; or (ii) material reduction in the Executive’s responsibilities, without the Executive’s consent, that would constitute a material diminution of responsibility. In each such event listed in (i) or (ii) above, the Executive shall give the Company immediate notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and there shall be no Good Reason with respect to any such circumstances if cured by the Company within sixty (60) days after such notice.
