For Good Reason. Executive may terminate Executive’s employment for “Good Reason,” which shall mean the occurrence of any of the following, in each case without the Executive’s written consent:

For Good Reason. The Executive may terminate this Agreement and his employment hereunder for “Good Reason” (as hereinafter defined). “Good Reason” for purposes of this Agreement means the occurrence of any of the following without the Executive’s written consent: # a material reduction in the Executive’s Base Salary as in effect immediately prior to such reduction; # a material adverse change in the Executive’s title, duties or responsibilities; # a relocation of Executive’s principal office by more than fifty (50) miles from the Company’s office in [[Address A:Address]]; or # any material breach of this Agreement by Company. The Company and Executive agree that “Good Reason” shall not exist unless and until Executive provides the Company with written notice of the acts alleged to constitute Good Reason within ninety (90) days of Executive’s knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice. Executive must

For Good Reason. If the Executive terminates this Agreement and his employment for Good Reason, the Company shall pay to the Executive one year of the Executive’s Base Salary in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Executive is not in violation of the Restrictive Covenant Agreement. Upon payment to the Executive of the foregoing amount, the Company shall have no further obligation or liability to or for the benefit of the Executive under this Agreement, except as required by applicable law or any Award Agreement.

For Good Reason. The Employee may terminate this Agreement and Employee's employment hereunder for "Good Reason" (as hereinafter defined). For purposes of this Agreement, "Good Reason" shall mean any one of the conditions set forth below, so long as # Employee has provided written notice to the Company of the existence of such condition within sixty (60) days of its initial existence, # the Company has not remedied the condition caused by the occurrence within ten (10) business days of such notice, to the extent such condition is capable of being cured, and # the Employee terminates his employment within thirty (30) days after the end of such ten (10) business day period to remedy such condition. The following conditions will constitute "Good Reason": # a material diminution in the Employee's duties, responsibilities or authority provided the appointment of a Chief Financial Officer by the Company and the change in title and responsibilities of Employee as a result thereof to a position of Senior Vice President of the Company or [[Company:Organization]], LLC will not constitute Good Reason; # a breach of a material term of this Agreement by the Company; # the Company reduces the Employee's Base Salary as in effect from time to time, without the Employee's prior written consent; # the Company requests that the Employee participate in an unlawful act; and # a relocation of the Employee’s work location outside of Manhattan.

For Good Reason. If the Employee terminates this Agreement and the Employee's employment for Good Reason, the Company shall pay to the Employee the sum of: # the greater of # the Employee's Base Salary for the remainder of the Term and # twelve (12) months’ Base Salary; # the Bonus for the year prior to the year in which the termination occurs, to the extent unpaid; and # the Bonus for the year in which the termination occurs, based on actual performance and prorated based on the number of days in such year prior to the date of termination. Items [(1) and (2) above] shall be paid in accordance with the Company's payroll practices in effect from time to time, but not less frequently than monthly, and Item # above shall be paid in the calendar year following the year with respect to which the Bonus relates, at the same time that such bonuses are paid to other Company executives; provided, however, the Employee is not in violation of any provision of Section 7. Upon payment to the Employee of the foregoing amounts, the Company shall have no further obligation or liability to or for the benefit of the Employee under this Agreement, except as required by applicable law.

Termination for Good Reason.  Executive may terminate his/her employment with Ceridian for Good Reason (in accordance with the notice requirements set forth herein) and receive all compensation set out in Section 4.02.

Resignation for Good Reason. Executive shall be entitled to terminate the Term for Good Reason. If Executive terminates this Agreement for Good Reason, he shall be paid # the Accrued Amounts, if any, # the Monthly Compensation through the Term to be paid within fifteen (15) days of the Date of Termination, # the Bonus (if not previously paid), and # the unvested equity and non-equity bonus awards shall accelerate and be vested in full pursuant to their respective award documentation whether set forth in the Agreement or otherwise, all to be paid and confirmed, via email to the email address on the signature page hereof, all within fifteen (15) days following the Date of Termination;

Termination for Good Reason. The Employee's employment may be terminated by the Employee for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

Resignation for Good Reason. “Resignation for Good Reason” shall mean a resignation by Employee following a Change of Control and following the occurrence of one of the following:

Procedure for Good Reason. In order to exercise a Good Reason termination of employment the Executive must give the Company notice of termination within 60 days of the occurrence of one of the events included in the definition of Good Reason, following which notice the Company will have a period of 30 days to cure the circumstances constituting Good Reason. Unless the Company cures the circumstances constituting Good Reason within such 30 day period, Executive’s employment will be deemed to terminate on the 30th day following the date such notice is delivered to the Company.