General. The parties hereto recognize and agree that # Employee is a senior employee of Ceridian, # Employee has received, and will in the future receive substantial amounts of Confidential Information # Ceridian’s business is conducted on a worldwide basis and, # provision for non-competition, non-recruitment and non-disparagement obligations by Employee is critical to Ceridian’s continued economic well-being and protection of Ceridian’s Confidential Information. In light of these considerations, this ARTICLE 7 sets forth the terms and conditions of this Employees obligations of non-competition, non-recruitment and non-disparagement subsequent to the termination of this Agreement and/or Employee’s employment for any reason.

General. It is the intention of both the Company and the Executive that the benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder (“[Section 409A]”), to the extent that the requirements of [Section 409A] are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If the Executive or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the timing of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on the Executive).

General. Except as provided otherwise herein and except as provided in paragraph # below in respect of health benefits, while you are employed by the Company, you will be entitled to such benefits and fringes, if any, as are generally provided from time to time by the Company to its similarly-situated executive employees, subject to the satisfaction of any eligibility requirements.

General. To be eligible to make Deferrals under the Plan during any Plan Year, an Eligible Employee who has been designated and approved as a Participant under [Section 2.2(b)] must file a written application with the Committee no later than the last business day before the beginning of such Plan Year, or such earlier time as may be designated by the Committee in its discretion. Any electronic enrollment process will be considered to constitute a “written application” for purposes of this [Section 2.3], if under applicable law the process is sufficient to result in a valid and binding waiver of any claim to payment of Compensation thereby deferred. The Committee shall make reasonable efforts to notify Eligible Employees of their prospective eligibility to participate in the Plan at least 60 days prior to the beginning of each Plan Year. The application shall become irrevocable at close of business on the last business day before the beginning of such Plan Year, or such earlier time as may be designated by the Committee in its discretion.

General. On any termination of Executive’s employment, Executive shall be entitled to:

General. Executive and the Company specifically, knowingly, and voluntarily agree that they shall use final and binding arbitration to resolve any dispute (an “Arbitrable Dispute”) between Executive, on the one hand, and the Company (or any affiliate of the Company), on the other hand. This arbitration agreement applies to all matters arising out of or related to this Agreement, any other agreement between Executive and the Company, or Executive’s employment with the Company or the termination thereof, including without limitation disputes about the validity, interpretation, or effect of this Agreement, or alleged violations of it, any payments due hereunder and all claims arising out of any alleged discrimination, harassment or retaliation, including, but not limited to, those covered by Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the Americans With Disabilities Act or any other federal, state or local law relating to discrimination in employment, provided, however, that disputes under the Indemnification Agreement shall not be arbitrable pursuant to this provision.

General. Subject to the terms and conditions set forth herein, in addition to the Domestic Revolving Loans provided for in [Section 2.01(a)], [[Released U.K. Borrowers:Organization]] may request any L/C Issuer, in reliance on the agreements of the Domestic Lenders set forth in this Section 2.03, to issue, at any time and from time to time during the Domestic Availability Period, Letters of Credit denominated in Dollars for its own account or the account of any of its Domestic Subsidiaries in such form as is acceptable to the applicable L/C Issuer in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Aggregate Domestic Commitments.

General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans or Bankers’ Acceptances denominated in an Alternative CurrencyCanadian Dollars, all payments by the Borrowers hereunder shall be made to the applicable Agent, for the account of the respective Lenders to which such payment is owed, at the Head Office for such Agent in Dollars and in Same Day Funds not later than 2:00 p.m. (local time for such Agent) on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans or Bankers’ Acceptances denominated in an Alternative CurrencyCanadian Dollars shall be made to the applicableCanadian Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Head Office for suchthe Canadian Agent in such Alternative CurrencyCanadian Dollars and in Same Day Funds not later than the Applicable Time specified by such Agent on the dates specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative CurrencyCanadian Dollars, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative CurrencyCanadian Dollars payment amount. Notwithstanding the foregoing, Acceptance Fees shall be payable solely in Canadian Dollars and any and all other fees payable hereunder shall be payable in solely Dollars unless, with respect to any fees payable by the Canadian Borrowers and the U.K. Borrowers, otherwise agreed to by the Canadian Agent and/or the Administrative Agent respectively. The applicable Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the applicable Agent after # 2:00 p.m. (local time for such Agent), in the case of payments in Dollars, or # after the Applicable Time specified by such Agent, in the case of payments in an Alternative CurrencyCanadian Dollars, shall, in each case, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

General. The Plan shall be administered and interpreted by the Committee; provided, however, that the Board may, in its sole discretion, take any action delegated to the Committee under this Plan as it may deem necessary or appropriate. The members of the Committee shall be deemed independent if and to the extent required under Applicable Law.

General. This Plan has been established to provide salary continuation for covered Eligible Employees after an involuntary severance.