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.]
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Samples: Executive Employment Agreement (New Ceridian Corp), Executive Employment Agreement (New Ceridian Corp)
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 Arbitron 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 Arbitron bonus plans for the year in which the termination occurs had "superior" goals been achievedat the higher of the target award applicable to the year in which the termination occurs or the average of the actual bonuses paid for the last three fiscal years, 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 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 Arbitron 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) 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 that occurred during the term of this Agreement, then, and without further action by the Board, Compensation Committee or otherwise in determining Executive's supplemental retirement benefit pursuant to Section 3.05:
(1) An additional three years of age and an additional three Years of Service shall be added to Executive's actual age and Years of Service (the additional Years of Service shall not be limited by the final sentence of Section 3.05(i)(9)); and
(2) the benefit shall not be reduced for commencement before age 60 pursuant to Section 3.05(c)(2), if applicable.
(d) Neither the payments made or pursuant to Section 7.03(a), the pension supplement provided pursuant to this Section 7.03 7.03(b), or the additional supplemental retirement benefits provided pursuant to Section 3.05 due to the adjustments pursuant to Section 7.03(c) nor any other compensation to be provided to Executive by Ceridian Arbitron 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.]
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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.]"
4. The first sentence of Section 7.04(d) of the Agreement shall be amended in its entirety to read as follows: "Executive shall notify Ceridian in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by Ceridian of any Gross-Up Payment."
5. This Amendment is governed by, and shall be construed in accordance with, the laws of the State of Minnesota.
6. Except as herein expressly amended, the Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
7. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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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.]
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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 five years of age and service for terminations on or prior to December 31, 2004 or an additional three years of age and serviceservice for terminations after December 31, 2004; 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.]
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