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 (1), (2) and (3) below:
(1) one year 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);
(2) 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);
(3) 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.
(b) In the event of a Change of Control Termination, Ceridian shall also pay to Executive, along with the lump sum severance payment described in Section 7.03(a), 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.
(c) In the event of a Change of Control Termination, Executive shall be entitled to continued medical and dental coverage in accordance with Section 7.06.
(d) Following a Change of Control Termination, Ceridian shall provide Executive with reasonable executive-level outplacement services, not to exceed $20,000, for a period of up to 24 months (or if earlier, until the first acceptance by Executive of an offer of employment), to be provided through Executive’s preferred provider of such services. Following a Change of Control Termination, Ceridian shall reimburse Executive for all customary relocation expenses actually incurred by Executive in one move out of the Executive’s state of residence within the one-year period following such Change of Control Termination, provided such move is n...
Change of Control Termination Payment. In the event of a Change of Control Termination as defined in Section 6.1.2, without further action by the Board, the Company shall, within thirty (30) days of such termination, make a lump sum payment to the Executive, equal to two (2) years' Base Salary.
Change of Control Termination Payment. In the event of a Change of Control Termination, and subject to the "Limitation on Change of Control Compensation" contained in Section 7.04, then, and without further action by the Board, Compensation Committee or otherwise, Parent Corporation shall, within five days of such termination, make a lump sum payment to Executive in an amount equal to one dollar ($1.00) less than three times the average annualized compensation, as defined by Section 280G of the Code, received by Executive from Ceridian and includible in Executive's gross income for federal income tax purposes for the five most recent taxable years of the Executive ending before the date upon which the Change in Control occurred (or such portion of such period during which Executive was an employee of Ceridian).
Change of Control Termination Payment. In the event of a Change of Control Termination that occurred during the term of this Agreement, then, and without further action by the Board, Compensation Committee or otherwise, 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, (b) the bonus, if any, that Executive would have received under all applicable Ceridian bonus plans for the year in which the termination occurs had "superior" goals been achieved, (c) the annual perquisite cash adder Executive would have received in the year in which the termination occurs, 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. Neither the payments made to Executive pursuant to this Section 7.03 nor any other compensation to be provided to Executive by Ceridian pursuant to this Agreement or any other agreement or Benefit Plan which may be considered Change of Control Compensation shall be subject to any limitation on Change of Control Compensation which may otherwise be expressed in any such agreement or Benefit Plan.
Change of Control Termination Payment. (a) In the event of a Change of Control Termination that occurred during the term of this Agreement, then, and without further action by the Board, Compensation Committee or otherwise, 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 (i) 12 months of Base Salary at the rate in effect at the time of Executive's termination, (ii) the bonus, if any, that Executive would have received under all applicable Ceridian bonus plans for the year in which the termination occurs had "superior" goals been achieved, and (iii) the annual perquisite cash adder Executive would have received in the year in which the termination occurs.
(b) In addition to the payments made pursuant to Section 7.03(a) hereof, in the event the Change of Control Termination that occurred during the term of this Agreement, then, and without further action by the Board, Compensation Committee or otherwise, Ceridian shall provide to Executive a pension supplement equivalent to the difference, if any, between: (i) the monthly benefits to which Executive would have been entitled under the defined benefit pension plan or plans in which Executive participates immediately prior to the Change of Control Termination which includes an additional three years of age and service; and (ii) the amount to which Executive is, in fact, entitled under such defined benefit pension plan or plans.
(c) Neither the payments made or the pension supplement provided pursuant to this Section 7.03 nor any other compensation to be provided to Executive by Ceridian pursuant to this Agreement or any other agreement or Benefit Plan which may be considered Change of Control Compensation shall be subject to any limitation on Change of Control Compensation which may otherwise be expressed in any such agreement or Benefit Plan.]
Change of Control Termination Payment. In the event of a Change in Control Termination, as defined in Section 6.6(c), then, and without further action by the Board of Directors, the Compensation Committee of the Board of Directors, if any, or otherwise, the Corporation shall pay to Employee an amount equal to Employee's cash compensation (including salary and bonuses paid,but excluding cash or non-cash fringe benefits such as car allowances) for the two fiscal years preceding such termination, which amount shall be paid by the Company in 24 equal monthly installments beginning on the first day of the month following the month in which such termination occurs with the remaining payments made on the first day of each of the succeeding 23 months.
Change of Control Termination Payment. Upon notice by the Company to the Consultant of a Change of Control at any time during the term of this Agreement, the Company is obligated and required to make a change of control termination Payment to the Consultant equal to 6 months’ consulting fees if terminated after the Effective Date. The change of control termination Payment is to be paid within 30 days of the effective date of the Change of Control of the Company.
Change of Control Termination Payment. In the event of a Change in Control Termination, as defined in Section 6.6(c), then, and without further action by the Board of Directors, the Compensation Committee of the Board of Directors, if any, or otherwise, the Corporation shall pay to Employee an amount equal to Employee's compensation (including (i) Base Salary, (ii) Annual Bonuses, and (iii) the total of lease payments paid by the Company for any vehicle used by Employee, but excluding non-cash fringe benefits such as insurance) for the two fiscal years preceding such termination, which amount shall be paid by the Company in 24 equal monthly installments beginning on the first day of the month following the month in which such termination occurs with the remaining payments made on the first day of each of the succeeding 23 months. Notwithstanding the foregoing, in no event shall the payments under this Section 6.2, when combined with any other payments or benefits received or to be received, exceed the maximum amount payable to Employee under section 280G of the Internal Revenue Code without being treated as an "excess parachute payment" that is subject to limitations on deductibility by the Company.
Change of Control Termination Payment. [PENSION PLAN PARTICIPANT VERSION]
Change of Control Termination Payment equal to one (1) times the aggregate of (i) Executive’s Annual Base Salary, and (ii) Executive’s Target Annual Bonus at the time of such termination; provided, however, if such termination of employment occurs within one year of the Effective Date, the Termination Payment shall be reduced by an amount equal to the Signing Bonus. The Change of Control Termination Payment shall be made within five (5) days after a Change of Control Termination.
