Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Option, but to the extent that they are otherwise entitled, will receive, after termination of employment with the Company and any parent or subsidiary of the Company, a Subsequent Option.

those Employees who, in the opinion of the Committee, have demonstrated a capacity for contributing in a substantial manner to the success of the Company and its Subsidiaries,

Specified Employee Termination of Employment. Notwithstanding any provision in this Agreement to the contrary, if the Grantee is a U.S. Taxpayer and a specified employee under the Company’s Specified Key Employee Policy (Grantees meeting both criteria are referred to herein as “Specified Employees”) on the date of the Grantee’s Termination of Employment, any settlement of the RSUs and any Dividend Equivalents that the Grantee is entitled to receive under this Agreement upon Termination of Employment will be made as follows:

Non-Employee Director serving as Board Chair: N/A

Termination by Employee. Employee may terminate his employment with the Company by giving Company not less than sixty (60) days’ prior written notice, provided that the Company may waive all or any part of the sixty (60) day notice period for no consideration and with no further obligations to Employee by giving written notice to the Employee and, for all purposes of this Agreement, the Employee’s effective date of termination shall be the date determined by the Company in such notice (for the avoidance of doubt, the Company’s waiver of the notice period set forth herein shall in no event constitute a termination by the Company without “Cause” or otherwise entitle Employee to severance benefits under [Section 5(b)] below).

Directors. The Board of Directors of the Company or the Compensation and Benefits Committee of the Board of Directors.

Directors. The directors of Parent Company at the Effective Time of the Acquisition shall be the directors of the subsidiary, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The directors of ​ shall remain the directors of the acquired entity.

A finding of termination for Cause shall be made by majority action of all of the independent directors of the Board of Directors taken at a regular or specially called meeting of the Board, upon a minimum of 10 days written notice thereof to Employee, with termination of Employee’s employment listed as an agenda item. Employee will be given a reasonable opportunity to be heard at such meeting with his attorney present if Employee desires.

Employment by Subsidiary. If the recitals to this Agreement indicate that as of the Effective Date Employee is employed by a subsidiary of ​, all references to continued employment of Employee by ​ are to be construed as references to continued employment of Employee by the subsidiary and any termination of Employee’s employment with the subsidiary are to be construed as termination of Employee’s employment with ​. For the avoidance of doubt, all references to a Change in Control are to changes in control of ​, not of the subsidiary and all references to the Board are to the Board of Directors of ​, not of the subsidiary.

Non-Disparagement. Employee will not, during the term or after the termination or expiration of this Agreement or Employee’s employment, make disparaging statements, in any form, about Ceridian, its officers, directors, agents, employees, products or services which Employee knows, or has reason to believe, are false or misleading.