Common use of Date of Termination Clause in Contracts

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Terminationtermination” shall mean (ai) if the Executive’s employment is terminated by for Disability, thirty (30) days after a notice of termination is given (provided that he shall not have returned to the Corporation without Cause or by the performance of his duties on a full-time basis during such thirty (30) day period), (ii) if Executive for terminates employment With Good Reason, thirty (30) days after a notice of termination is given, or (iii) if Executive’s employment is terminated for any other reason, the date specified in the Notice notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executivetermination.

Date of Termination. The “Date of Termination” " shall mean (a) if the Executive’s employment this Agreement is terminated by the Corporation without Cause or by the Executive Company for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) 30 days following the date such after Notice of Termination is given), given to the Executive (provided that the Executive shall not have returned to the performance of the Executive's duties on a full-time basis during such 30-day period) or (b) if the Executive’s 's employment is terminated by the Corporation Company for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 a Notice of Termination is delivered to the Executivegiven.

Date of Termination. The “Date of Termination” ", with respect to any purported termination of the Executive's employment after a Change in Control and during the term of this Agreement, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive Company otherwise than for Good ReasonCause, shall not be less than thirty days and, in the case of a termination by the Executive, shall not be less than fifteen days nor more than sixty (60) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The effective date of any termination of Executive’s employment by the Company or by Executive (whether by resignation or otherwise) (the “Date of Termination” ”) shall mean be (ai) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the Notice of Termination his death, and (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (bii) if the Executive’s employment is terminated for any other reason by the Corporation for CauseCompany or by Executive (whether by resignation or otherwise), the date on which a Notice of Termination is given or any later date (within thirty (30) days after the Board resolution referenced giving of such Notice of Termination) set forth in Section 2.2 is delivered to the Executivesuch Notice of Termination.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case instance of termination by the Executive Termination for Good ReasonCause, shall not be not more less than sixty thirty (6030) days following from the date such Notice of Termination is given); provided, or (b) however, that if a dispute regarding the Executive’s employment is terminated by the Corporation for Causetermination exists, the date on which the Board resolution referenced “Date of Termination” shall be determined in accordance with Section 2.2 is delivered to the Executive6(C) of this Agreement.

Date of Termination. The “Date of Termination” ," with respect to any purported termination of the Executive's employment hereunder, including a termination described in the second sentence of Section 6.1 hereof, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, except in the case of a termination by the Executive for Good ReasonCause, shall not be not less than fifteen (15) days nor more than sixty thirty (6030) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (ai) if the Executive’s employment Executive is terminated by the Corporation without Cause Company for Disability, 30 days after Notice of Termination is given to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period) or (ii) if the Executive is terminated by the Executive Company for Good Reasonany other reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (ai) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the Notice of Termination death, (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (bii) if the Executive’s employment is terminated by pursuant to Section 6(b), thirty (30) days after Notice of Termination (provided that Executive shall not have returned to the Corporation substantial performance of his duties on a full-time basis during such thirty (30) day period), and (iii) if Executive’s employment is terminated for Causeany other reason, the date on which the Board resolution referenced a Notice of Termination is given or any later date set forth in Section 2.2 is delivered to the Executivesuch Notice of Termination.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not less than 15 days nor more than sixty (60) 60 days following from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination,” shall mean (a) if with respect to any purported termination of the Executive’s employment is terminated by hereunder, including a termination described in the Corporation without Cause or by the Executive for Good Reasonsecond sentence of Section 6.1 hereof, shall mean the date specified in the Notice of Termination (which, except in the case of a termination by the Executive for Good ReasonCause, shall not be not less than fifteen (15) days nor more than sixty thirty (6030) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered Executive’s employment terminates. For purposes of this Agreement, with regard to the Executive’s employment, the term “termination” or any form thereof (whether or not capitalized) shall mean a “separation from service” with the Corporation and all persons with whom the Corporation would be considered a single employer under Sections 414(b) and (c) of the Internal Revenue Code of 1986, as amended (the “Code”), within the meaning of Section 409A of the Code and Treasury Regulation §1.409A-1(h).

Date of Termination. The effective date of any termination of Executive’s employment by the Company or by Executive (whether by resignation or otherwise) (the “Date of Termination” ”) shall mean be (ai) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the Notice of Termination his death, and (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (bii) if the Executive’s employment is terminated for any other reason by the Corporation for CauseCompany or by Executive (whether by resignation or otherwise), the date on which a Notice of Termination is given or any later date (within thirty (30) days after the Board resolution referenced giving of such notice) set forth in Section 2.2 is delivered to the Executivesuch Notice of Termination.

Date of Termination. The “Date of Termination” " shall mean (ai) if the Executive’s employment this Agreement is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in Executive delivers notice of such termination to the Company; (ii) if Executive's employment is terminated by the Company for Disability, 30 days after Notice of Termination is given to the Executive (which, in provided that the case Executive shall not have returned to the performance of termination the Executive's duties on a full-time basis during such 30-day period) or (iii) if the Executive's employment is terminated by the Executive Company for Good Reasonany other reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” " shall mean (ai) if the Executive’s 's employment is terminated by the Corporation without Cause or by the Executive Companies for Good Reasonany reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given)given or such later date as may be specified by the Companies in such Notice, or (bii) if the Executive’s 's employment is terminated by the Corporation for CauseExecutive, the date on which of termination shall be a date not less than 30 days from the Board resolution referenced in Section 2.2 date the Notice of Termination is delivered by the Executive to the ExecutiveCompanies, unless the Companies, in their sole discretion, designate an earlier date.

Date of Termination. The term “Date of Termination” shall mean (ai) if Executive’s employment is terminated by his death, the date of his death, (ii) if Executive’s employment is terminated by the Corporation without Cause or Company by the Executive for Good Reasonreason of Executive’s Disability, the a date specified in the Notice of Termination which is at least six (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (606) days months following the date such Notice occurrence of Termination is given)the event giving rise to the Disability, or (biii) if the Executive’s employment is terminated by Executive, a date which is at least 30 days following the Corporation issuance of the Notice of Termination and (iv) if Executive’s employment is terminated for Causeany other reason, the effective date of termination specified in such Notice of Termination. The Employment Period shall expire on which the Board resolution referenced in Section 2.2 is delivered to the ExecutiveDate of Termination.

Date of Termination. The “Date of Terminationtermination” shall mean (ai) if the Executive’s employment is terminated by for Disability, thirty (30) days after a notice of termination is given (provided that he shall not have returned to the Corporation without Cause performance of his duties on a full-time basis during such thirty (30) day period), or by the Executive (ii) if Executive’s employment is terminated for Good Reasonany other reason, the date specified in the Notice notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executivetermination.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall which may be not more than sixty (60immediate) days following as the date such Notice of Termination is given), or (b) if upon which the Executive’s employment with the Company is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executivecease.

Date of Termination. The For purposes of this Agreement, “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive Company for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) 30 days following the date such after a Notice of Termination is given), given to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period) or (b) if the Executive’s employment is terminated by the Corporation Company or the Executive for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 Executive’s termination is delivered to the Executiveeffective.

Date of Termination. The For purposes of this Agreement, “Date of Termination” shall mean (a) if the date of the termination of Executive’s employment is terminated by with the Corporation without Cause or by the Executive for Good Reason, the date Company specified in the a Notice of Termination (whichTermination; provided, however, that in the case event of termination by the Executive for Executive’s resignation without Good ReasonReason (as defined below), such date shall not be not more earlier than sixty thirty (6030) days following the date such on which the Notice of Termination is given)delivered by Executive to the Company; and provided, or (b) if further, that the Company may waive any period of notice provided by Executive, thereby accelerating Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the ExecutiveDate of Termination.

Date of Termination. The “Date of Termination” " with respect to any purported termination of the Executive's employment during the Employment Period, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive Company, for Good Reasonreasons other than Cause, shall not be less than thirty days and, in the case of a termination by the Executive, shall not be less than thirty (30) days nor more than sixty (60) days following days, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date effective date of Termination” Executive's termination of employment (the "Termination Date") shall mean be (ai) if in the Executive’s employment event of his death, the date of death; (ii) in the event of termination for Total Disability, thirty (30) days after Notice of Termination is terminated by given (provided that Executive shall not have returned to the Corporation without Cause or by performance of his duties on a full-time basis during such 30-day period); and (iii) in the Executive for Good Reasonevent of any other termination, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the ExecutiveTermination.

Date of Termination. The “Date of Terminationtermination” shall mean mean: (ai) if the Executive’s employment is terminated by for Disability, thirty (30) days after a notice of termination is given (provided that he shall not have returned to the Corporation without Cause performance of his duties on a full-time basis during such thirty (30) day period), or by the Executive (ii) if Executive’s employment is terminated for Good Reasonany other reason, the date specified in the Notice notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executivetermination.

Date of Termination. The “Date of Termination” ," with respect to any purported termination of the Executive's employment during the Employment Period, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive for Good ReasonCompany, shall not be less than thirty (30) days for reasons other than cause and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days following days) from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean mean: (aA) if Executive’s employment is terminated by his death, the date of his death; (B) if Executive’s employment is terminated by reason of his disability, 30 days after the date on which a notice of termination is given, (C) if Executive’s employment is terminated by the Corporation Bank without Cause or by the Executive for Good Reasoncause, 60 days after the date specified in the Notice of Termination (which, in the case on which a notice of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or ; and (bD) if the Executive’s employment is terminated by the Corporation for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 a notice of termination is delivered to the Executivegiven.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment this Agreement is terminated by the Corporation without Cause or by the Executive Company for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) thirty days following the date such after Notice of Termination is givengiven to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period), or (b) if the Executive’s employment is terminated by the Corporation Company for Causeany other reason, the date on which a Notice of Termination is given, or (c) if the Board resolution referenced in Section 2.2 Executive terminates his or her employment for Good Reason, the date on which a Notice of Termination is delivered to the Executivegiven.

Date of Termination. The “Date of Termination” " shall mean (a) if the Executive’s 's employment is terminated by the Corporation without Cause Company or by the Executive a Subsidiary for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) 30 days following the date such after Notice of Termination is given), given to the Executive (provided that the Executive shall not have returned to the performance of the Executive's duties on a full-time basis during such 30-day period) or (b) if the Executive’s 's employment is terminated by the Corporation for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 a Notice of Termination is delivered to the Executivegiven.

Date of Termination. The “"Date of Termination” " shall mean mean: (ai) if the Executive’s 's employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in of death, (ii) if the Executive's employment is terminated pursuant to Section 5.2 above, 30 days after Notice of Termination is given (which, in the case of termination by provided that the Executive shall not have returned to the performance of his duties on a full time basis during such 30 day period), and (iii) if the Executive's employment is terminated for Good Reasonany reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in unless otherwise required by this Agreement, may be immediate) as the date upon which the Executive’s employment with the Company is to cease. In the case of termination by the Executive for Good Reason, the Date of Termination shall not be not less than thirty (30) days nor more than sixty (60) days following from the date such Notice the notice of Termination termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” DATE OF TERMINATION" shall mean (a) if this Agreement is terminated by the Company for Disability, thirty days after Notice of Termination is given to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s 's duties on a full-time basis during such 30-day period), (b) if the Executive's employment is terminated by the Corporation without Cause Company for any other reason, the date on which a Notice of Termination is given, or by (c) if the Executive terminates his or her employment for Good Reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The For purposes of this Agreement, “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination or the date of the Executive’s death so long as such date constitutes a “separation from service” as that term is defined in Section 409A of the Internal Revenue Code of 1986, as amended, and any related regulations promulgated thereunder (which“Section 409A”); provided, however, that the date of termination in the case of a termination by the Executive for Good Reason, shall Reason may not be not more earlier than sixty (60) 90 days following after the date such receipt of the Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the ExecutiveCompany.

Date of Termination. The “Date effective date of Termination” shall mean (a) if any termination of this Agreement, and the Executive’s employment is terminated hereunder, whether by the Corporation without Cause Company or by the Executive for Good ReasonExecutive, shall be, in the event of the Executive’s death, the date specified in the Notice of Termination (whichhis death, or, in the case event of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Causeany other reason, the date on which the Board resolution notice of termination referenced in Section 2.2 6(a) is delivered given or any later date (within thirty (30) days after the giving of such notice of termination) set forth in such notice of termination, subject to the Executiveany applicable cure periods described herein.

Date of Termination. The “Date of Termination” shall mean (a) means if the Executive’s employment is terminated by the Corporation without Company for Cause or by the Executive for with or without Good Reason, the date specified in of receipt of the Notice of Termination or any later date specified therein within thirty (which30) days of such notice, in as the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.may be,

Date of Termination. The “Date of Termination” " shall mean (a) if the Executive’s 's employment is terminated by the Corporation without Cause or by the Executive Company for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) 30 days following the date such after a Notice of Termination is given), given to the Executive (provided that the Executive shall not have returned to the performance of the Executive's duties on a full-time basis during such 30-day period) or (b) if the Executive’s 's employment is terminated by the Corporation Company or the Executive for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 Executive's termination is delivered to the Executiveeffective.

Date of Termination. The “For purposes of this Agreement, "Date of --------------------- Termination” " shall mean (ai) if the Executive’s 's employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the of his death, (ii) if Executive's employment is terminated pursuant to Section 5(b) hereof, 30 calendar days after Notice of Termination is given (whichprovided that Executive shall not have returned to the performance of his duties on a full-time basis during such 30-day period), in the case of termination by the Executive and (iii) if Executive's employment is terminated for Good Reasonany other reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (ai) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the Notice of Termination his death, (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (bii) if the Executive’s employment is terminated by pursuant to Section 6(b), thirty (30) days after Notice of Termination (provided that Executive shall not have returned to the Corporation substantial performance of his duties on a full-time basis during such thirty (30) day period), and (iii) if Executive’s employment is terminated for Causeany other reason, the date on which the Board resolution referenced a Notice of Termination is given or any later date set forth in Section 2.2 is delivered to the Executivesuch Notice of Termination.

Date of Termination. The “Date of Termination” shall mean (a) if in the case of Executive’s employment death, the date of death, in the case of Disability, thirty (30) days after Notice of Termination is terminated by given (provided Executive shall not have returned to the Corporation without Cause or by the Executive for Good Reasonfull-time performance of his duties during such thirty (30) day period), and in all other cases, the date specified in the Notice of Termination Termination, which shall be at least thirty (which30) days after the date of the Notice of Termination, in unless the case of termination is by the Company for Cause or by Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (a) if ”, with respect to any purported termination of the Executive’s employment is terminated by during the Corporation without Cause or by the Executive for Good ReasonEmployment Period, shall mean the date specified in the Notice of Termination (which, in the case of a termination by the Company for reasons other than Cause or for Cause under clauses (1) and (3) of Section 5(b), or a termination by the Executive for Good Reason, shall not be not more less than sixty (60) 30 days following from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Terminationtermination” shall mean mean: (ai) if the Executive’s employment is terminated by for Disability, thirty (30) days after a notice of termination is given (provided that he shall not have returned to the Corporation without Cause performance of his duties on a full‑time basis during such thirty (30) day period); or by the Executive (ii) if Executive’s employment is terminated for Good Reasonany other reason, the date specified in the Notice notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executivetermination.

Date of Termination. The “date of delivery of a notice of termination or resignation by either the Company or Executive shall constitute the "Date of Termination” shall mean (a) if ," unless otherwise set forth herein. For purposes of this Agreement, Executive will be deemed to have terminated employment when Executive has a "separation from service" from the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified Company as determined in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is givenaccordance with Treasury Regulation 1.409A-1(h), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The For purposes of this Section 7, “Date of Termination” shall mean a date which is within twelve (a12) if the Executive’s employment months after a Change of Control and is terminated by the Corporation without Cause or by the Executive for Good Reason, either (1) the date specified in the Notice of Termination (whichTermination, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by Executive during the Corporation for Cause, term hereof: or (2) the date on which the Board resolution referenced in Section 2.2 a Notice of Termination is delivered to the given, if Executive’s employment is terminated for any other reason.

Date of Termination. The “Date of Termination” ", with respect to any ------------------- purported termination of the Executive's employment after a Change in Control and during the term of this Agreement, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive for Good ReasonCompany or the Bank, shall not be not more less than sixty thirty (6030) days following (except in the date such Notice case of Termination is given)a termination for Cause) and, or (b) if in the case of a termination by the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.shall not be less than fifteen

Date of Termination. The For purposes of this Agreement, “Date of Termination” shall mean mean: (a1) if the Executive’s employment is terminated by his death, the date of his death; (2) if the Executive’s employment is terminated because of a disability pursuant to Section 4(b), then immediately after Notice of Termination is given; (3) if the Executive’s employment is terminated by the Corporation without Company for Cause or by the Executive for Good Reasonthen, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such immediately after a Notice of Termination is given), or ; and (b4) if the Executive’s employment is terminated by the Corporation for Company without Cause, then upon such date as is specified in the date on which the Board resolution referenced in Section 2.2 is delivered to the ExecutiveNotice of Termination.

Date of Termination. The “Date of Termination” ," with respect to any purported termination of the Executive's employment after a Change in Control and during the term of this Agreement, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in Termination. In the case of a termination by the Executive Company other than a termination for Good ReasonCause (which may be effective immediately), the Date of Termination shall not be less than 30 days after the Notice of Termination is given. In the case of a termination by the Executive, the Date of Termination shall not more be less than sixty (60) 30 days following from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” ", with respect to any ------------------- purported termination of the Executive's employment after a Change in Control and during the term of this Agreement, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive for Good ReasonCompany or the Bank, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The With respect to any purported termination of the Executive’s employment after a Change in Control and during the term of this Agreement, the phrase “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive for Good ReasonCompany or a subsidiary of the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (ai) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the Notice of Termination his death, (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (bii) if the Executive’s employment is terminated by the Corporation pursuant to Section 7(b), thirty (30) days after Notice of Termination, and (iii) if Executive’s employment is terminated for Causeany other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days after the Board resolution referenced giving of such notice) set forth in Section 2.2 is delivered to the Executivesuch Notice of Termination.

Date of Termination. The “Date of Termination” shall mean (a) if with respect to any purported termination of the Executive’s employment is terminated by during the Corporation without Cause or by the Executive for Good ReasonEmployment Period, shall mean the date specified in the Notice of Termination (which, in the case of a termination by the Executive Company, for Good Reasonreasons other than Cause, shall not be less than thirty days and, in the case of a termination by the Executive, shall not be less than thirty (30) days nor more than sixty (60) days following days, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “For purposes of this Agreement, ‘‘Date of Termination” ’’ shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (whichor the date of the Executive’s death, provided, however, that the date of termination in the case of a termination by the Executive for Good Reason, shall Reason may not be not more earlier than sixty (60) 90 days following after the date such receipt of the Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, Employer and the date on which the Board resolution referenced in Section 2.2 is delivered to the ExecutiveCompany.

Date of Termination. The “Date of Termination” shall mean (a) if ”, with respect to any purported termination of the Executive’s employment is terminated by during the Corporation without Cause term of this Agreement, whether prior to or by the Executive for Good Reasonfollowing a Change in Control, shall mean the date specified in the Notice of Termination (which, in the case of a termination by AspenTech otherwise than for Cause, shall not be less than thirty days and, in the case of a termination by the Executive for Good ReasonExecutive, shall not be not less than fifteen days nor more than sixty (60) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “For purposes of this Agreement, "Date of Termination” " shall mean (ai) if the Executive’s 's employment is terminated by the Corporation without Cause Company or by the Executive for Good ReasonExecutive, then the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more later than sixty (60) 14 days following the date such Notice of Termination is given), or ; and (bii) if the Executive’s 's employment is terminated by the Corporation for Causeany other reason, the date on upon which the Board resolution referenced in Section 2.2 Executive's termination of employment is delivered to the Executiveeffective under applicable law.

Date of Termination. The “For purposes of this Agreement, "Date of ------------------- Termination” " shall mean (ai) if the Executive’s 's employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the of his death, (ii) if Executive's employment is terminated pursuant to Section 5(b) hereof, 30 calendar days after Notice of Termination is given (whichprovided that Executive shall not have returned to the performance of his duties on a full-time basis during such 30-day period), in the case of termination by the Executive and (iii) if Executive's employment is terminated for Good Reasonany other reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive Company for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) 30 days following the date such after a Company Notice of Termination is given), given to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period) or (b) if the Executive’s employment is terminated by the Corporation for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 either a Company Notice of Termination or Executive Notice of Termination is delivered to the Executivegiven.

Date of Termination. The “Date of Termination” ," with respect to any purported termination of the Executive's employment during the Employment Period, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive Company, for Good Reasonreasons other than Cause, shall not be less than thirty (30) days and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days following days), from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (a) if in the case of Executive’s employment death, the date of death, in the case of Disability, thirty (30) days after Notice of Termination is terminated by given (provided Executive shall not have returned to the Corporation without Cause or by the Executive for Good Reasonfull-time performance of his duties during such thirty (30) day period), and in all other cases, the date specified in the Notice of Termination Termination, which shall be at least thirty (which30) days after the date of the Notice of Termination, in unless the case of termination is by the WRC for Cause or by Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good ReasonCompany, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is givengiven (or if the Agreement expires, the last day of the Term), or (b) if the Executive terminates Executive’s employment is terminated by the Corporation for Causepursuant to Section 4.2(d), the date on which expiration of the Board resolution referenced thirty (30) day cure period without the Company remedying the applicable condition described in Section 2.2 is delivered 4.2(d) (provided Executive has timely elected to the Executiveterminate employment following such thirty (30) day cure period having passed without appropriate remedy).

Date of Termination. The “Date of Termination” ," with respect to any purported termination of the Executive's employment after a Change in Control and during the Term, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive Company (except in the case of a termination for Good ReasonCause) and by the Executive, shall not be not more less than sixty six (606) days following months from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” ," with respect to any purported termination of the Executive's employment during the Term, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive for Good ReasonCompany, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than thirty (30) days nor more than sixty (60) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination,” shall mean (a) if with respect to any purported termination of the Executive’s employment is terminated by after a Change in Control and during the Corporation without Cause or by the Executive for Good ReasonTerm, shall mean the date specified in the Notice of Termination (which, in the case of a termination by the Executive Company (except in the case of a termination for Good ReasonCause) and by the Executive, shall not be not more less than sixty six (606) days following months from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean " means (a1) the effective date on which the Executive's employment by the Corporation terminates as specified in a Notice of Termination by the Corporation or the Executive, as the case may be, or (2) if the Executive’s 's employment by the Corporation terminates by reason of death, the date of death of the Executive. Notwithstanding the previous sentence, if the Executive's employment is terminated for Disability (as defined in Section 6(a)), or the Executive's employment is terminated by the Corporation without Cause or by the Executive other than for Good ReasonCause, the date specified in the Notice then such Date of Termination will be no earlier than thirty (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (6030) days following the date such on which a Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executivereceived.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered Executive’s termination of employment with the Company occurs; provided, however, to the extent that Executive is receiving compensation due to such termination of employment and such compensation is subject to Code § 409A, “Date of Termination” shall mean the date of Executive’s “separation from service” (within the meaning of Treasury Regulation § 1.409A- 1(h)).

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive Company for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) 30 days following the date such after a Notice of Termination is given), given to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period) or (b) if the Executive’s employment is terminated by the Corporation Company or the Executive for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 Executive’s termination is delivered to the Executiveeffective.

Date of Termination. The For purposes of this Agreement, “Date of Termination” shall mean (a) if the date of Executive’s employment is terminated by the Corporation without Cause death or by the Executive for Good Reason, the date specified in the Notice of Termination (whichbut in no event shall such date be earlier than the ninetieth (90th) day following the date the Notice of Termination is given, except in the case of termination by for Cause, for which the Company may give less than thirty (90) days’ notice, subject to the procedural requirements set forth in Section 7(d) below). Notwithstanding anything to the contrary in this Agreement, if Executive for terminates this Agreement without a Good Reason, the Date of Termination shall be not more than sixty (60) days following the actual date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executivetermination.

Date of Termination. The “Date For purposes of Termination” shall mean (a) this Agreement, if the Executive’s employment is terminated by the Corporation without Cause Company or by the Executive for Good ReasonExecutive, the date specified in the Notice of Termination (which, in the case of termination by or the date on which Executive for Good Reason, ceases to be an employee shall be not more than sixty (60) days following the date on which the other party receives notice of such Notice of Termination termination, unless a later date is given)mutually agreed, or (b) provided, that, if the Executive’s employment is terminated by the Corporation for CauseExecutive with Good Reason, the date on which of termination shall be a date that is no later than 30 days after the Board resolution referenced in Section 2.2 is delivered to the ExecutiveCure Period, if applicable.

Date of Termination. The “term "Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason," as used in this Agreement, means the date specified in of receipt of the Notice of Termination or any later date specified therein (which, in the case of termination by the Executive for Good Reason, which date shall be not more than sixty (60) 15 days following after the date giving of such Notice of Termination is givennotice), or (b) if as the case may be. If Executive’s 's employment is - 7 - 8 terminated by the Corporation Company other than for CauseCause or Disability, the Date of Termination shall be the date on which the Board resolution referenced in Section 2.2 is delivered to the ExecutiveCompany notifies Executive of such termination.

Date of Termination. The “Date of Termination,” shall mean (a) if with respect to any purported termination of the Executive’s employment is terminated by during the Corporation without Cause or by the Executive for Good ReasonEmployment Period, shall mean the date specified in the Notice of Termination (which, in the case of a termination by the Executive Company for Good Reasonreasons other than Cause or a termination by the Executive, shall not be not more less than sixty (60) 30 days following from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “For the purposes of this Agreement, the Date of Termination” Termination shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by day the Executive for Good Reason, the date specified in the receives a Notice of Termination (which, required in Section 6(e) above from the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following Company or the date such the Company receives a Notice of Termination is given)from the Executive of Executive's resignation of this employment with the Company under Section 6(d) (iv) above, or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executiveotherwise.

Date of Termination. The “Date of Termination” shall mean (ai) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive Companies for Good Reasonany reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given)given or such later date as may be specified by the Companies in such Notice, or (bii) if the Executive’s employment is terminated by the Corporation for CauseExecutive, the date on which of termination shall be a date not less than 30 days from the Board resolution referenced in Section 2.2 date the Notice of Termination is delivered by the Executive to the ExecutiveCompanies, unless the Companies, in their sole discretion, designate an earlier date.

Date of Termination. The “Date of Termination” ," with respect to any ------------------- purported termination of the Executive's employment hereunder, including a termination described in the second sentence of Section 6.1 hereof, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, except in the case of a termination by the Executive for Good ReasonCause, shall not be not less than fifteen (15) days nor more than sixty thirty (6030) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The For purposes of this Agreement, “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination or the date of the Executive’s death so long as such date constitutes a “separation from service” as that term is defined in Section 409A of the Internal Revenue Code of 1986, as amended, and any related regulations promulgated thereunder (which“Section 409A”); provided, however, that the date of termination in the case of a termination by the Executive for Good Reason, shall Reason may not be not more earlier than sixty (60) 90 days following after the date such receipt of the Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.Company. (iii)

Date of Termination. The “For purposes of this Agreement, "Date of Termination” " shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date of Executive's death or the xxxx specified in the Notice of Termination (which, but in no event shall such date be earlier than the thirtieth (30th) day following the date the Notice of Termination is given except in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on for which the Board resolution referenced Company may give less than thirty (30) days notice, subject to the procedural requirements set forth in Section 2.2 is delivered to the Executive8(d) below).

Date of Termination. The “Date of Termination” shall mean (ai) if the Executive’s employment is terminated by as a result of the Corporation without Cause or by the Executive for Good ReasonExecutive’s Disability, the date specified in the Notice of Termination ten (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (6010) days following the date such after a Notice of Termination is duly given), (ii) the date of the Executive’s death, or (biii) if the Executive’s Executive terminates his employment hereunder or his employment hereunder is terminated by the Corporation for Causeany other reason, thirty days after the date on which the Board resolution referenced in Section 2.2 a Notice of Termination is delivered to the Executiveduly given.

Date of Termination. The “Date termination of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, shall be effective on the date specified set forth in the Notice of Termination (whichTermination, in the case of termination by the Executive for Good Reason, which date shall not be not more later than sixty (60) 30 days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, after the date on which the Board resolution referenced Notice of Termination is received or deemed received by the other party in accordance with Section 2.2 is delivered to 10 hereof, or such other date as the Executiveparties hereto may agree upon in writing (the “Date of Termination”).

Date of Termination. The “As used in this Agreement, the term "Date of Termination” " shall mean (ai) if Executive's employment is terminated by his death, the date of his death; (ii) if Executive’s 's employment is terminated for Cause, then the date on which Notice of Termination is given as contemplated by Section 6(e) hereof; and (iii) if Executive's employment is terminated by the Corporation without Cause Company due to Executive's Disability or by the Executive for Good Reason, then 30 days after the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such on which Notice of Termination is given as contemplated by Section 6(e) hereof or, if no such Notice is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, 30 days after the date on which the Board resolution referenced in Section 2.2 is delivered to the Executiveof termination of employment.

Date of Termination. The “Date of Termination” " shall mean (a) if the Executive’s employment this Agreement is terminated by the Corporation without Cause or by the Executive Company for Good ReasonDisability, the date specified in 30 days after the Notice of Termination (which, in the case of termination by is given to the Executive for Good Reason, (provided that the Executive shall be not more than sixty (60have returned to the performance of the Executive's duties on a full- time basis during such 30-day period) days following the date such Notice of Termination is given), or (b) if the Executive’s 's employment is terminated by the Corporation Company for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 a Notice of Termination is delivered to the Executivegiven.

Date of Termination. The “Date of Termination” ," with respect to any purported termination of the Executive's employment hereunder, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, except in the case of a termination by the Executive for Good ReasonCause, shall not be not less than fifteen (15) days nor more than sixty thirty (6030) days following days, respectively, from the date of such Notice of Termination is given.), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” ", with respect to any purported termination of the Executive's employment during the Employment Period, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company for reasons other than Cause or a termination by the Executive for Good Reason, shall not be not more less than sixty (60) 30 days following from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” " shall mean (a) if in the case of termination of the Executive’s 's employment is terminated by the Corporation without Company for Cause or termination by the Executive for Good ReasonReason or termination for any other reason, the date specified in the Notice of Termination (whichTermination, in the case of termination by the Executive for Good Reason, which date shall not be not more less than sixty (60) thirty days following after the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.. SECTION 1.7

Date of Termination. The “term "Date of Termination” " shall mean (ai) if the Executive’s Executive terminates his employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the that is thirty (30) days after Notice of Termination (which, as defined in Section 6) is given (provided that the case of termination by the Executive for Good Reason, shall be Company does not more than sixty cure such event during that thirty- (6030-) days following the date such Notice of Termination is givenday period), or ; and (bii) if the Executive’s 's employment is terminated by the Corporation Company other than for Cause, death or Disability the date on which the Board resolution referenced that is one (1) month after Notice of Termination (as defined in Section 2.2 6) is delivered to the Executivegiven.

Date of Termination. The “Date of Termination” " shall mean mean: (ai) if this Agreement is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given to the Executive (if (and only if) the Executive shall not have returned to the performance of the Executive's duties on a full-time basis during such thirty (30) day period); or (ii) if the Executive’s 's employment is terminated by the Corporation without Cause or by the Executive Company for Good Reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 a Notice of Termination is delivered given to the ExecutiveExecutive by the Company.

Date of Termination. The “Date of Termination,” shall mean (a) if with respect to any purported termination of the Executive’s employment is terminated by hereunder, including a termination described in the Corporation without Cause or by the Executive for Good Reasonsecond sentence of Section 9.1 hereof, shall mean the date specified in the Notice of Termination (which, except in the case of a termination by the Executive for Good ReasonCause, shall not be not less than fifteen (15) days nor more than sixty thirty (6030) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” " shall mean (ai) if the Executive’s 's employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the Notice of Termination his death, (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (bii) if the Executive’s 's employment is terminated by the Corporation pursuant to Section 6(b), thirty (30) days after Notice of Termination, and (iii) if Executive's employment is terminated for Causeany other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days after the Board resolution referenced giving of such notice) set forth in Section 2.2 is delivered to the Executivesuch Notice of Termination.

Date of Termination. The “Date of Termination” ," with respect to any purported termination of the Executive's employment during the Employment Period, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive Company for Good Reasonreasons other than Cause, shall not be less than thirty (30) days and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days following days), from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” " shall mean (a1) if the Executive’s employment this Agreement is terminated by the Corporation without Cause or by Company for Disability, 30 days after Notice of Termination is given to Executive (provided that Executive shall not have returned to the Executive for Good Reasonperformance of Executive's duties on a full-time basis during such 30-day period), (2) if Executive's employment is terminated due to Executive's death, on the date of death; (3) if Executive's employment is terminated due to Executive's voluntary resignation pursuant to Section 4(e), the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.notice given 5521

Date of Termination. The “Date of Termination” " shall mean (ai) if the Executive’s 's employment is terminated by his death, the Corporation without Cause or by date of his death, (ii) if Executive's employment is terminated pursuant to Section 8(b), 30 days after Notice of Termination is given (provided that Executive shall not have returned to the Executive performance of his duties on a full-time basis during such 30-day period), and (ii) if Executive's employment is terminated for Good Reasonany other reason, the date specified in the Notice of Termination (whichTermination, in the case of termination by the Executive for Good Reason, which shall not be not more earlier than sixty (60) days following the date such on which the Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (a) if in the case of Executive’s employment death, the date of death, in the case of Disability, thirty (30) days after Notice of Termination is terminated by given (provided Executive shall not have returned to the Corporation without Cause or by the Executive for Good Reasonfull-time performance of his duties during such thirty (30) day period), and in all other cases, the date specified in the Notice of Termination Termination, which shall be at least thirty (which30) days after the date of the Notice of Termination, in unless the case of termination is by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation Company for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “For purposes of this Agreement, "Date of Termination” " shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date of the termination of Executive's employment with the Company specified in the a Notice of Termination (whichTermination; provided, however, that in the case event of termination by the Executive for Executive's resignation without Good ReasonReason (as defined below), such date shall not be not more earlier than sixty thirty (6030) days following the date such on which the Notice of Termination is given), or (b) if the Executive’s employment is terminated delivered by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered Executive to the Company; and provided, further, that the Company may waive any period of notice provided by Executive, thereby accelerating Executive's Date of Termination.

Date of Termination. The “Date of Termination” ," with respect to any purported termination of the Executive's employment during the Employment Period, shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive Company, shall not be less than thirty (30) days for reasons other than cause and, in the case of a termination by the Executive, shall not be less than fifteen (15) days (thirty (30) days if the termination is with Good Reason, shall be not ) nor more than sixty (60) days following days) from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (a) if with respect to any purported termination of the Executive’s employment is terminated by after a Change in Control and during the Corporation without Cause or by the Executive for Good ReasonTerm, shall mean the date specified in the Notice of Termination (which, in the case of termination by the Executive Company (except in the case of a termination for Good ReasonCause) and by the Executive, shall not be not more less than sixty six (606) days following months form the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good ReasonCompany, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given), or (b) if the Executive’s Executive terminates his employment is terminated by the Corporation for Causepursuant to Section 4.2(d), the date on which expiration of the Board resolution referenced thirty (30) day cure period without the Company remedying the applicable condition described in Section 2.2 is delivered 4.2(d)(i) to the Executive.v.

Date of Termination. The “For purposes of this Agreement, "Date of Termination” " shall mean (ai) if the Executive’s 's employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the of his death, (ii) if Executive's employment is terminated pursuant to Section 5(b) hereof, 30 calendar days after Notice of Termination is given (whichprovided that Executive shall not have returned to the performance of his duties on a full-time basis during such 30-day period), in the case of termination by the Executive and (iii) if Executive's employment is terminated for Good Reasonany other reason, shall be not more than sixty (60) days following the date such on which a Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The For purposes of this Agreement, “Date of Termination” shall mean means: (ai) if the Executive’s employment is terminated by First Federal or the Corporation without Cause Company for a reason other than Disability or by the Executive for Good Reasondeath, the date that First Federal or the Company provides the notice of the termination of Executive’s employment or any later date specified in by the Notice notice within thirty (30) days of Termination (whichthe notice, in as the case of termination by the Executive for Good Reason, shall be not more than sixty may be; (60) days following the date such Notice of Termination is given), or (bii) if the Executive’s employment is terminated by the Corporation for CauseExecutive without Good Reason, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.ninety

Date of Termination. The “Date of Termination” " shall mean (a) if in the case of Executive’s employment is terminated by 's death, the Corporation without Cause or by date of death, in the Executive for case of Good Reason, the last day of Executive's employment, in the case of Disability, thirty (30) days after Notice of Termination is given (provided Executive shall not have returned to the full-time performance of his duties during such thirty (30) day period), and in all other cases, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the ExecutiveTermination.

Date of Termination. The With respect to any purported termination of the Executive's employment after a Change in Control and during the term of this Agreement, the phrase “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive for Good ReasonCompany or a subsidiary of the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days following days, respectively, from the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.

Date of Termination. The “For purposes of this Agreement, the "Date of Termination” " shall mean (ai) if the Executive’s 's employment is terminated by his death, the Corporation without Cause or by date of his death, (ii) if the Executive's employment is terminated due to Disability, ten days after delivery to the Executive for Good Reasonof the Notice of Termination, (iii) in the case of non-renewal of the Term, at the expiration of the Term, and (iv) in any other case, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered to the ExecutiveTermination.

Date of Termination. The “Date of Termination” " shall mean (ai) if the this Agreement or Executive’s 's employment is terminated by the Corporation without Cause or by the Executive Company for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) 30 days following the date such after Notice of Termination is given), given to the Executive (provided that the Executive shall not have returned to the performance of the Executive's duties on a full-time basis during such 30-day period) or (bii) if the Executive’s 's employment is terminated by the Corporation Company for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 is delivered to the Executive.a Notice

Date of Termination. The “Date of Termination” DATE OF TERMINATION" shall mean (a) if the Executive’s employment this Agreement is terminated by the Corporation without Cause or by the Executive Company for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) 8 thirty days following the date such after Notice of Termination is given), given to the Executive (provided that the Executive shall not have returned to the performance of the Executive's duties on a full-time basis during such 30-day period) or (b) if the Executive’s 's employment is terminated by the Corporation Company for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 a Notice of Termination is delivered to the Executivegiven.

Date of Termination. The “Date of Termination” " shall mean (ai) if the ---------------------- Executive’s 's employment is terminated by the Corporation without Cause or by the Executive for Good Reasonhis death, the date specified in the Notice of Termination his death, (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (bii) if the Executive’s 's employment is terminated by the Corporation pursuant to Section 6(b), thirty (30) days after Notice of Termination, and (iii) if Executive's employment is terminated for Causeany other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days after the Board resolution referenced giving of such notice) set forth in Section 2.2 is delivered to the Executivesuch Notice of Termination.

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause or by the Executive for Good Reason, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) days following the date such Notice of Termination is given), or (b) if the Executive’s employment is terminated by the Corporation for Cause, the date on which the Board resolution referenced in Section 2.2 is delivered Executive’s employment terminates. For purposes of this Agreement, with regard to the Executive’s employment, the term “termination” or any form thereof (whether or not capitalized) shall mean a “separation from service” with the Corporation and all persons with whom the Corporation would be considered a single employer under Sections 414(b) and (c) of the Internal Revenue Code of 1986, as mended (the “Code”), within the meaning of Section 409A of the Code and Treasury Regulation §1.409A-1(h).

Date of Termination. The “Date of Termination” shall mean (a) if the Executive’s employment is terminated by the Corporation without Cause Company or by the Executive a Subsidiary for Good ReasonDisability, the date specified in the Notice of Termination (which, in the case of termination by the Executive for Good Reason, shall be not more than sixty (60) 30 days following the date such after Notice of Termination is given), given to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period) or (b) if the Executive’s employment is terminated by the Corporation for Causeany other reason, the date on which the Board resolution referenced in Section 2.2 a Notice of Termination is delivered to the Executivegiven.