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 (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 necessitated by Executive’s acceptance of an offer of employment. (e) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (f) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.

Change of Control Termination Payment. (a) In the event of a Change of Control Termination, Ceridian shall, within five days of such termination, shall make a lump sum severance 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);; and (3) the highest annual aggregate amount of 401(k) Restoration Match (as defined in the Ceridian Corporation Deferred Compensation Plan (the “DCP”)) and Supplemental Matching Match 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 15,000 during the calendar year in which the Change of up Control Termination takes place and not to 24 months exceed $5,000 during the calendar year immediately following the calendar year in which the Change of Control Termination takes place (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 necessitated by Executive’s acceptance of an offer of employment. (e) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards Time-Based Vesting Option Shares held by Executive shall become fully vested and exercisable and, and all outstanding Performance-Based Vesting Option Shares held by Executive shall become vested and exercisable to the extent such Performance-Based Vesting Option Shares would have become vested and exercisable upon the closing of the Change of Control if applicable, free from all restrictionsExecutive had been employed by Ceridian as of such closing. (f) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A B hereto.

Change of Control Termination Payment. (a) In the event of a Change of Control TerminationTermination 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 (1), (2i) and (3) below: (1) one year 12 months of Base Salary at the rate in effect at the time of Executive’s termination 's termination, (without giving effect to any reduction in Base Salary constituting Good Reason); (2ii) the bonus, if any, that Executive would have earned received under all applicable Ceridian bonus plans for the year in which the termination occurs had “"superior” " goals been achieved achieved, and (without giving effect to any reduction in bonus opportunity constituting Good Reason); (3iii) the highest annual aggregate amount of 401(k) Restoration Match (as defined perquisite cash adder Executive would have received in the Ceridian Corporation Deferred Compensation Plan (“DCP”)) and Supplemental Matching Credit (as defined year in which the DCP) made by Ceridian on behalf of Executive into the DCP over the last three fiscal years prior to termination of Executiveoccurs. (b) In addition to the payments pursuant to Section 7.03(a) hereof, in the event of a Change of Control TerminationTermination that occurred during the term of this Agreement, then, and without further action by the Board, Compensation Committee or otherwise, Ceridian shall also pay provide to ExecutiveExecutive a pension supplement equivalent to the difference, along with if any, between: (i) the lump sum severance payment described in Section 7.03(a), a prorated portion of Executive’s bonus compensation for monthly benefits to which Executive would have been entitled under the fiscal year defined benefit pension plan or plans in which Executive participates immediately prior to the Change of Control Termination occurs which includes an additional three years of age and service; and (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 (Aii) the maximum achievable amount to which Executive is, in fact, entitled under such defined benefit pension plan or plans. Executive's supplemental retirement benefit pursuant to Section 3.04 shall not be considered a defined benefit pension plan in which Executive participates immediately prior to the Change of such bonus compensation by (B) a fraction, Control Termination for the numerator purpose of which is the number of days in the applicable fiscal year through the date of termination and the denominator of which is 365this Section 7.03(b). (c) In addition to the payments pursuant to Section 7.03(a) and Section 7.03(b), in the event of a Change of Control TerminationTermination that occurred during the term of this Agreement, Executive then, and without further action by the Board, Compensation Committee or otherwise, in determining Executive's supplemental retirement benefit pursuant to Section 3.04: (1) An additional three years of age and an additional three Years of Service shall be entitled added to continued medical Executive's actual age and dental coverage in accordance with Years of Service (the additional Years of Service shall not be limited by the final sentence of Section 7.063.04 (i)(7)); and (2) the benefit shall not be reduced for commencement before age 60 pursuant to Section 3.04(c)(2), if applicable. (d) Following a Neither the payments made pursuant to Section 7.03(a), the pension supplement provided pursuant to Section 7.03(b) or the additional supplemental retirement benefits provided pursuant to Section 3.04 due to the adjustments pursuant to Section 7.03(c) 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 Termination, Ceridian Compensation shall provide Executive with reasonable executive-level outplacement services, not be subject 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 any limitation on Change of Control Termination, Ceridian shall reimburse Executive for all customary relocation expenses actually incurred by Executive Compensation which may otherwise be expressed in one move out of the Executive’s state of residence within the one-year period following any such Change of Control Termination, provided such move is necessitated by Executive’s acceptance of an offer of employmentagreement or Benefit Plan. (e) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (f) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.

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), (2a) and (3) below: (1) one year 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); , (2b) 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); , (3c) 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 401(k) Restoration Match (as defined in the Ceridian Corporation Deferred Compensation Plan (“DCP”)) basic and Supplemental Matching Credit (as defined in the DCP) performance matching contributions made by Ceridian on behalf of Executive into the DCP Ceridian Corporation Savings and Investment Plan ("401(k) Plan") 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)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. (cb) In Neither the event of a 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 Termination, Executive Compensation shall be entitled subject to continued medical and dental coverage any limitation on Change of Control Compensation which may otherwise be expressed in accordance with Section 7.06any such Other Agreement or Benefit Plan. (dc) Following a Change of Control Termination, Ceridian shall provide Executive with reasonable executive-level outplacement services, not services suitable to exceed $20,000, the Executive's position for a period of up to 24 months (or three years or, if earlier, until the first acceptance by the 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 's state of residence within the one-one year period following such Change of Control Termination, provided such move is necessitated by Executive’s acceptance of an offer of employment. (ed) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (fe) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.

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), (2i) and (3) below: (1) one year 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); , (2ii) 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 (3iii) the highest annual aggregate amount of 401(k) Restoration Match (as defined perquisite cash adder Executive would have received in the Ceridian Corporation Deferred Compensation Plan year in which the termination occurs (“DCP”)) and Supplemental Matching Credit (as defined without giving effect to any reduction 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, annual cash adder constituting Good Reason). Ceridian shall also pay to Executive, along with the lump sum severance payment described in Section 7.03(a)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. (cb) In addition to the payments made pursuant to Section 7.03(a) hereof, in the event of a the Change of Control TerminationTermination that occurred during the term of this Agreement, then, and without further action by the Board, Compensation Committee or otherwise, Ceridian shall provide also 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 entitled subject to continued medical and dental coverage any limitation on Change of Control Compensation which may otherwise be expressed in accordance with Section 7.06any such other Agreement or Benefit Plan. (d) Following a Change of Control Termination, Ceridian shall provide Executive with reasonable executive-level outplacement services, not services suitable to exceed $20,000, the Executive's position for a period of up to 24 months (or three years or, if earlier, until the first acceptance by the 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 's state of residence within the one-one year period following such Change of Control Termination, provided such move is necessitated by Executive’s acceptance of an offer of employment. (e) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (f) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.

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), (2i) and (3) below: (1) one year 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); , (2ii) 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); , (3iii) 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), (iv) 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. (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)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. (cb) In Neither the event of a 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 Termination, Executive Compensation shall be entitled subject to continued medical and dental coverage any limitation on Change of Control Compensation which may otherwise be expressed in accordance with Section 7.06any such Other Agreement or Benefit Plan. (dc) Following a Change of Control Termination, Ceridian shall provide Executive with reasonable executive-level outplacement services, not services suitable to exceed $20,000, the Executive’s position for a period of up to 24 months (or three years or, if earlier, until the first acceptance by the 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-one year period following such Change of Control Termination, provided such move is necessitated by Executive’s acceptance of an offer of employment. (ed) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (fe) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.]

Change of Control Termination Payment. (a) In the event of a Change of Control Termination, Ceridian shall, within five days of such termination, shall make a lump sum severance payment to Executive in an amount equal to three times the sum of (1), (2) and (3) below: (1) one year of Executive’s then-current 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), plus the bonus, if any, to which Executive became entitled under all applicable Ceridian annual bonus plans for the full fiscal year completed immediately prior to the Change of Control Termination (or, if termination occurs in Executive’s first fiscal year, the bonus, if any, to which Executive would otherwise have become entitled under all applicable Ceridian annual bonus plans in effect had Executive remained continuously employed for the full fiscal year in which termination occurred and continued to perform her duties in the same manner as they were performed immediately prior to termination, without giving effect to any reduction in bonus opportunity 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);; and (3) the highest annual aggregate amount of 401(k) Restoration Match (as defined in the Ceridian Corporation Deferred Compensation Plan (the “DCP”)) and Supplemental Matching Match 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 37,500 during the calendar year in which the Change of up Control Termination takes place and not to 24 months exceed $12,500 during the calendar year immediately following the calendar year in which the Change of Control Termination takes place (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 necessitated by Executive’s acceptance of an offer of employment. (e) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards Time-Based Vesting Option Shares held by Executive shall become fully vested and exercisable and, and all outstanding Performance-Based Vesting Option Shares held by Executive shall become vested and exercisable to the extent such Performance-Based Vesting Option Shares would have become vested and exercisable upon the closing of the Change of Control if applicable, free from all restrictionsExecutive had been employed by Ceridian as of such closing. (f) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A B hereto. Payment and provision of benefits shall commence promptly, but in no event later than ten (10) days, following termination and Executive’s endorsement of the Release attached as Exhibit B and the expiration of the right of rescission set forth in Exhibit B without Executive exercising her right of rescission (or, in the case of any bonus in Section 7.03(a) and 7.03(b) calculated at the end of the fiscal year in which termination occurs, payment shall be within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year, if later). For the avoidance of doubt, in the event payments are made pursuant to this Article VII, no payments shall be made pursuant to Article IV.

Change of Control Termination Payment. (a) In the event of a Change of Control Termination, Ceridian shall, within five days of such termination, shall make a lump sum severance payment to Executive in an amount equal to three times the sum of (1), (2) and (3) below: (1) one year of Executive’s then-current 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), plus the bonus, if any, to which Executive became entitled under all applicable Ceridian annual bonus plans for the full fiscal year completed immediately prior to the Change of Control Termination (or, if termination occurs in Executive’s first fiscal year, the bonus, if any, to which Executive would otherwise have become entitled under all applicable Ceridian annual bonus plans in effect had Executive remained continuously employed for the full fiscal year in which termination occurred and continued to perform her duties in the same manner as they were performed immediately prior to termination, without giving effect to any reduction in bonus opportunity 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);; and (3) the highest annual aggregate amount of 401(k) Restoration Match (as defined in the Ceridian Corporation Deferred Compensation Plan (the “DCP”)) and Supplemental Matching Match 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 $20,00050,000, 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 necessitated by Executive’s acceptance of an offer of employment. (e) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (f) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto. Payment and provision of benefits shall commence promptly following termination and Executive’s endorsement of the Release attached as Exhibit A and the expiration of the right of rescission set forth in Exhibit A without Executive exercising her right of rescission (or, in the case of any bonus in Section 7.03(a) and 7.03(b) calculated at the end of the fiscal year in which termination occurs, payment shall be within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year, if later).

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), (2i) and (3) below: (1) one year 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); , (2ii) 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); , (3iii) 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), (iv) 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. (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)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. (cb) In Neither the event of a 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 Termination, Executive Compensation shall be entitled subject to continued medical and dental coverage any limitation on Change of Control Compensation which may otherwise be expressed in accordance with Section 7.06any such Other Agreement or Benefit Plan. (dc) Following a Change of Control Termination, Ceridian shall provide Executive with reasonable executive-level outplacement services, not services suitable to exceed $20,000, the Executive's position for a period of up to 24 months (or three years or, if earlier, until the first acceptance by the 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 's state of residence within the one-one year period following such Change of Control Termination, provided such move is necessitated by Executive’s acceptance of an offer of employment. (ed) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (fe) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.]

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), (2i) and (3) below: (1) one year 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); , (2ii) 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 (3iii) the highest annual aggregate amount of 401(k) Restoration Match (as defined perquisite cash adder Executive would have received in the Ceridian Corporation Deferred Compensation Plan year in which the termination occurs (“DCP”)) and Supplemental Matching Credit (as defined without giving effect to any reduction 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, annual perquisite cash adder constituting Good Reason). Ceridian shall also pay to Executive, along with the lump sum severance payment described in Section 7.03(a)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. (cb) In addition to the payments pursuant to Section 7.03(a) hereof, in the event of a Change of Control Termination, Ceridian shall provide also 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. Executive's supplemental retirement benefit pursuant to Section 3.04 shall not be considered a defined benefit pension plan in which Executive participates immediately prior to the Change of Control Termination for the purpose of this Section 7.03(b). (c) In addition to the payments pursuant to Section 7.03(a) and Section 7.03(b), in the event of a Change of Control Termination, in determining Executive's supplemental retirement benefit pursuant to Section 3.04: (1) An additional three years of age and Years of Service shall be entitled added to continued medical Executive's actual age and dental coverage in accordance with Years of Service (the additional Years of Service shall not be limited by the final sentence of Section 7.063.04 (i)(7)); and (2) the benefit shall not be reduced for commencement before age 60 pursuant to Section 3.04(c)(2), if applicable. (d) Neither the payments made pursuant to Section 7.03(a), the pension supplement provided pursuant to Section 7.03(b) or the additional supplemental retirement benefits provided pursuant to Section 3.04 due to the adjustments pursuant to Section 7.03(c) 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 Other Agreement or Benefit Plan. (e) Following a Change of Control Termination, Ceridian shall provide Executive with reasonable executive-level outplacement services, not services suitable to exceed $20,000, the Executive's position for a period of up to 24 months (or three years or, if earlier, until the first acceptance by the 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 's state of residence within the one-one year period following such Change of Control Termination, provided such move is necessitated by Executive’s acceptance of an offer of employment. (ef) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (fg) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.

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(k401 (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 necessitated by Executive’s acceptance of an offer of employment. (e) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (f) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.

Change of Control Termination Payment. In consideration and recognition of Employee’s continued employment and his contribution to protecting and enhancing shareholder value in any future sale of CryoLife that may occur, CryoLife agrees to pay to Employee a change of control termination payment (“Change of Control Termination Payment”) as specified below. The Change of Control Termination Payment shall be in addition to sums otherwise payable pursuant to Section 3 and Section 6 and shall be earned upon the earlier of (a) In the event termination of Employee’s employment with the Company at any time following a Change of Control (as defined below) by the Company for any reason or by Employee for Good Reason (as defined in Section 5(c)), or (b) upon the occurrence of a Change of Control, if Employee’s employment with the Company was terminated within twelve (12) months prior to the Change of Control, either by the Company for any reason other than Cause, as defined in Section 5(b), or by Employee for Good Reason (the earlier of (a) or (b) above being referred to as the “Triggering Event”). The amount of the Change of Control Termination, Ceridian shall, within five days of such termination, make a lump sum payment to Executive in an amount Termination Payment shall be equal to three one times the sum aggregate of (1), (2) Employee’s annual salary 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 compensation 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) of employment occurs. If 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 employment occurs before the event awarding of a Change of Control Terminationbonuses for the year in question, 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 component of the Change of Control Termination occurs (assuming that Payment shall be computed based on the immediately preceding year’s bonus. Bonus compensation shall include cash bonus payments and the value of any applicable performance objectives were achieved non-cash bonuses, such as options or restricted stock. Any such options will be valued pursuant to the Black Scholes valuation method as of the grant date, using the same assumptions used by CryoLife in computing the FAS 123R charge for the options, and any shares of restricted stock will be valued at the “target” level closing price 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 CryoLife Common Stock on The New York Stock Exchange on the date of termination issuance. The Company’s annual option and restricted stock grants shall not be deemed to be bonus compensation unless they are specifically designated as such by the denominator Compensation Committee. For the sake of clarification, all cash paid and any shares issued in payment of all or a portion of the bonus pursuant to the Company’s Executive Incentive Plan shall be bonus compensation for purposes of this Agreement for the year with respect to which is 365. (c) In the event of a paid or issued. The Change of Control Termination, Executive Termination Payment shall be entitled paid to continued medical and dental coverage in accordance with Section 7.06. Employee within thirty (d30) 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 days following 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 occurrence of the Executive’s state of residence within the one-year period following such Change of Control Termination, provided such move is necessitated by Executive’s acceptance of an offer of employmentTriggering Event. (e) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (f) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.

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), (2a) and (3) below: (1) one year 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); , (2b) 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); , (3c) a cash equivalent value of the annual vehicle lease program Executive would have received in the year in which the termination occurs, and (d) 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) employer contributions made by Ceridian on behalf of Executive into the DCP Centrefile Pension Plan -- Defined Contribution Section 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)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. (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. (db) Following a Change of Control Termination, Ceridian shall provide Executive with reasonable executive-level outplacement services, not services suitable to exceed $20,000, the Executive's position for a period of up to 24 months (or three years or, if earlier, until the first acceptance by the 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 's state of residence within the one-one year period following such Change of Control Termination, provided such move is necessitated by Executive’s acceptance of an offer of employment. (ec) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictions. (f) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) a release of claims against Ceridian substantially identical to that attached as Exhibit A hereto.

Change of Control Termination Payment. (a) In the event of a Change of Control TerminationTermination (which, Ceridian shallfor the avoidance of doubt, within five days shall be deemed to occur on the date upon which a Change of such terminationControl actually is consummated in the event of a Change of Control Termination described in Section 7.01(e)(3)), Stream shall make a lump sum severance payment to Executive in an amount equal to three two and one-half times the sum of (1), (2) and (32) below: (1) one year of Executive’s then-current 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);, and (2) the bonusBonus, if any, that to which Executive would have earned under all applicable Ceridian bonus plans became entitled for the full fiscal 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 completed immediately prior to termination of Executivetermination, less applicable deductions. (b) In the event of a Change of Control Termination, Ceridian Stream 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 Bonus 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) ), if any, to which Executive would have otherwise become entitled had Executive remained continuously employed for the full fiscal year, based on the actual level of achievement of the applicable performance goals for such fiscal year, such prorated portion to be calculated by multiplying (A) the maximum achievable amount of such bonus compensation Bonus 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, if following her termination, Executive elects COBRA continuation coverage for Executive and her eligible dependents under Stream’s group health plan, Stream 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 reimburse Executive with reasonable executive-level outplacement services, not to exceed $20,000, for the applicable COBRA premiums paid for a period of up to 24 months (two years or if earlieruntil Executive becomes eligible for substantially similar coverage under a health plan of another employer, 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 whichever is necessitated by Executive’s acceptance of an offer of employment.sooner; and (ed) In the event of a Change of Control Termination, all outstanding Ceridian options and other equity awards unvested Options held by Executive shall become fully vested and exercisable and, if applicable, free from all restrictionsexercisable. (fe) The payments and benefits described in this Article VII shall be conditioned upon Executive executing (and not effectively rescinding) the Release. Payment and provision of benefits shall commence promptly, but in no event later than ten (10) days, following termination and Executive’s endorsement of the Release and the expiration of the right of rescission set forth in the Release without Executive exercising her right of rescission (or, in the case of any bonus in Section 7.03(b) calculated at the end of the fiscal year in which termination occurs, payment shall be within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year, if later). For the avoidance of doubt, in the event payments are made pursuant to this Article VII, no payments shall be made pursuant to Article IV, except that, in the event of a release Change of claims against Ceridian substantially identical Control Termination described in Section 7.01(e)(3), Executive shall retain any amounts previously received under Article IV and the amounts payable to that attached as Exhibit A heretoExecutive under this Article VII shall be reduced by such amounts retained.