Common use of Change of Control Termination Payment Clause in Contracts

Change of Control Termination Payment. (a) In the event of a Change of Control Termination, Ceridian shall, within five days of such termination, make a lump sum payment to Executive in an amount equal to three times the sum of (a) 12 months of Base Salary at the rate in effect at the time of Executive's termination (without giving effect to any reduction in Base Salary constituting Good Reason), (b) the bonus, if any, that Executive would have earned under all applicable Ceridian bonus plans for the year in which the termination occurs had "superior" goals been achieved (without giving effect to any reduction in bonus opportunity constituting Good Reason), (c) the annual perquisite cash adder Executive would have received in the year in which the termination occurs (without giving effect to any reduction in the annual perquisite cash adder constituting Good Reason), and (d) the highest annual aggregate amount of basic and performance matching contributions made by Ceridian on behalf of Executive into the Ceridian Corporation Savings and Investment Plan ("401(k) Plan") over the last three fiscal years prior to termination of Executive. Ceridian shall also pay to Executive, within five days of such termination, a prorated portion of Executive's bonus compensation for the fiscal year in which the Change of Control Termination occurs (assuming that any applicable performance objectives were achieved at the "target" level of performance and without giving effect to any reduction in bonus opportunity constituting Good Reason) calculated by multiplying (A) the maximum achievable amount of such bonus compensation by (B) a fraction, the numerator of which is the number of days in the applicable fiscal year through the date of termination and the denominator of which is 365.

Change of Control Termination Payment. (a) In the event of a Change of Control Termination, Ceridian shall, within five days of such termination, make a lump sum payment to Executive in an amount equal to three times the sum of (ai) 12 months of Base Salary at the rate in effect at the time of Executive's termination (without giving effect to any reduction in Base Salary constituting Good Reason), (bii) the bonus, if any, that Executive would have earned under all applicable Ceridian bonus plans for the year in which the termination occurs had "superior" goals been achieved (without giving effect to any reduction in bonus opportunity constituting Good Reason), and (ciii) the annual perquisite cash adder Executive would have received in the year in which the termination occurs (without giving effect to any reduction in the annual perquisite cash adder constituting Good Reason), and (d) the highest annual aggregate amount of basic and performance matching contributions made by Ceridian on behalf of Executive into the Ceridian Corporation Savings and Investment Plan ("401(k) Plan") over the last three fiscal years prior to termination of Executive. Ceridian shall also pay to Executive, within five days of such termination, a prorated portion of Executive's bonus compensation for the fiscal year in which the Change of Control Termination occurs (assuming that any applicable performance objectives were achieved at the "target" level of performance and without giving effect to any reduction in bonus opportunity constituting Good Reason) calculated by multiplying (A) the maximum achievable amount of such bonus compensation by (B) a fraction, the numerator of which is the number of days in the applicable fiscal year through the date of termination and the denominator of which is 365.

Change of Control Termination Payment. (a) In the event of a Change of Control Termination, Ceridian shall, within five days of such termination, make a lump sum payment to Executive in an amount equal to three times the sum of (ai) 12 months of Base Salary at the rate in effect at the time of Executive's ’s termination (without giving effect to any reduction in Base Salary constituting Good Reason), (bii) the bonus, if any, that Executive would have earned under all applicable Ceridian bonus plans for the year in which the termination occurs had "“superior" ” goals been achieved (without giving effect to any reduction in bonus opportunity constituting Good Reason), (ciii) the annual perquisite cash adder Executive would have received in the year in which the termination occurs (without giving effect to any reduction in the annual perquisite cash adder constituting Good Reason), and (div) the highest annual aggregate amount of basic and performance matching contributions made by Ceridian on behalf of Executive into the Ceridian Corporation Savings and Investment Plan ("“401(k) Plan"”) over the last three fiscal years prior to termination of Executive, and (v) the highest annual aggregate amount of 401(k) Restoration Match (as defined in the Ceridian Corporation Deferred Compensation Plan (“DCP”)) and Supplemental Matching Credit (as defined in the DCP) made by Ceridian on behalf of Executive into the DCP over the last three fiscal years prior to termination of Executive. Ceridian shall also pay to Executive, within five days of such termination, a prorated portion of Executive's ’s bonus compensation for the fiscal year in which the Change of Control Termination occurs (assuming that any applicable performance objectives were achieved at the "“target" ” level of performance and without giving effect to any reduction in bonus opportunity constituting Good Reason) calculated by multiplying (A) the maximum achievable amount of such bonus compensation by (B) a fraction, the numerator of which is the number of days in the applicable fiscal year through the date of termination and the denominator of which is 365.

Change of Control Termination Payment. (a) In the event of a Change of Control Termination, Ceridian shall, within five days of such termination, make a lump sum payment to Executive in an amount equal to three times the sum of (ai) 12 months of Base Salary at the rate in effect at the time of Executive's termination (without giving effect to any reduction in Base Salary constituting Good Reason), (bii) the bonus, if any, that Executive would have earned under all applicable Ceridian bonus plans for the year in which the termination occurs had "superior" goals been achieved (without giving effect to any reduction in bonus opportunity constituting Good Reason), and (ciii) the annual perquisite cash adder Executive would have received in the year in which the termination occurs (without giving effect to any reduction in the annual perquisite cash adder constituting Good Reason), and (d) the highest annual aggregate amount of basic and performance matching contributions made by Ceridian on behalf of Executive into the Ceridian Corporation Savings and Investment Plan ("401(k) Plan") over the last three fiscal years prior to termination of Executive. Ceridian shall also pay to Executive, within five days of such termination, a prorated portion of Executive's bonus compensation for the fiscal year in which the Change of Control Termination occurs (assuming that any applicable performance objectives were achieved at the "target" level of performance and without giving effect to any reduction in bonus opportunity constituting Good Reason) calculated by multiplying (A) the maximum achievable amount of such bonus compensation by (B) a fraction, the numerator of which is the number of days in the applicable fiscal year through the date of termination and the denominator of which is 365.

Change of Control Termination Payment. (a) In the event of a Change of Control Termination, Ceridian shall, within five days of such termination, make a lump sum payment to Executive in an amount equal to three times the sum of (a) 12 months of Base Salary at the rate in effect at the time of Executive's termination (without giving effect to any reduction in Base Salary constituting Good Reason), (b) the bonus, if any, that Executive would have earned under all applicable Ceridian bonus plans for the year in which the termination occurs had "superior" goals been achieved (without giving effect to any reduction in bonus opportunity constituting Good Reason), (c) a cash equivalent value of the annual perquisite cash adder vehicle lease program Executive would have received in the year in which the termination occurs (without giving effect to any reduction in the annual perquisite cash adder constituting Good Reason)occurs, and (d) the highest annual aggregate amount of basic and performance matching employer contributions made by Ceridian on behalf of Executive into the Ceridian Corporation Savings and Investment Centrefile Pension Plan ("401(k) Plan") -- Defined Contribution Section over the last three fiscal years prior to termination of Executive. Ceridian shall also pay to Executive, within five days of such termination, a prorated portion of Executive's bonus compensation for the fiscal year in which the Change of Control Termination occurs (assuming that any applicable performance objectives were achieved at the "target" level of performance and without giving effect to any reduction in bonus opportunity constituting Good Reason) calculated by multiplying (A) the maximum achievable amount of such bonus compensation by (B) a fraction, the numerator of which is the number of days in the applicable fiscal year through the date of termination and the denominator of which is 365.

Change of Control Termination Payment. (a) In the event of a Change of Control Termination, Ceridian shall, within five days of such termination, make a lump sum payment to Executive in an amount equal to three times the sum of (ai) 12 months of Base Salary at the rate in effect at the time of Executive's termination (without giving effect to any reduction in Base Salary constituting Good Reason), (bii) the bonus, if any, that Executive would have earned under all applicable Ceridian bonus plans for the year in which the termination occurs had "superior" goals been achieved (without giving effect to any reduction in bonus opportunity constituting Good Reason), (ciii) the annual perquisite cash adder Executive would have received in the year in which the termination occurs (without giving effect to any reduction in the annual perquisite cash adder constituting Good Reason), and (div) the highest annual aggregate amount of basic and performance matching contributions made by Ceridian on behalf of Executive into the Ceridian Corporation Savings and Investment Plan ("401(k) Plan") over the last three fiscal years prior to termination of Executive, and (v) the highest annual aggregate amount of 401(k) Restoration Match (as defined in the Ceridian Corporation Deferred Compensation Plan ("DCP")) and Supplemental Matching Credit (as defined in the DCP) made by Ceridian on behalf of Executive into the DCP over the last three fiscal years prior to termination of Executive. Ceridian shall also pay to Executive, within five days of such termination, a prorated portion of Executive's bonus compensation for the fiscal year in which the Change of Control Termination occurs (assuming that any applicable performance objectives were achieved at the "target" level of performance and without giving effect to any reduction in bonus opportunity constituting Good Reason) calculated by multiplying (A) the maximum achievable amount of such bonus compensation by (B) a fraction, the numerator of which is the number of days in the applicable fiscal year through the date of termination and the denominator of which is 365.