Common use of Termination in the Event of Death or Disability Clause in Contracts

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability of Executive. (a) In the event of Executive's death, Ceridian shall pay an amount equal to 12 months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability of Executive. (a) In the event of Executive's death, Ceridian shall pay an amount equal to 12 months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death termination occurs had "target" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the sixfive-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement (i) If the Executive’s employment terminates because of his death, any unvested portion of any stock option and any restricted stock previously issued to the Executive by Coda Octopus shall terminate become fully vested as of the date of his death and the Executive’s estate or other legal representatives shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to the Executive. In addition, the Executive’s estate shall be entitled to receive a pro-rata share of any performance bonus to which he otherwise would have been entitled for the fiscal year in which his death occurs. For a period of one (1) year following the Date of Termination, Coda Octopus shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the event of death or disability of Executiveaggregate, shall fully discharge Coda Octopus’s obligations hereunder. (aii) In the event of the Executive's death’s employment terminates due to his Disability, Ceridian as defined in any long-term disability insurance policy or plan provided to him by Coda Octopus (“Disability Insurance”), he shall pay an amount equal be entitled to 12 months of receive his Base Salary at until such date as he shall commence receiving disability benefits pursuant to any Disability Insurance. In addition, as of the rate effective date of the termination notice specified in effect at Section 5(d), the time Executive shall vest in any unvested portion of any stock option and any restricted shares previously granted to him by Coda Octopus and the Executive shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to the Executive's death plus the amount . The Executive also shall be entitled to receive a pro-rata share of any performance bonus to which he otherwise would have received in annual incentive plan bonus been entitled for the fiscal year in which his employment terminates due to his Disability. For a period of one year following the death occurs had "target" goals been achieved. Such amount Date of Termination, Coda Octopus shall pay such health insurance premiums as may be paid (1) necessary to allow Executive and Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence Date of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) belowTermination. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability Disability of Executive. (a) In the event of Executive's ’s death, Ceridian shall pay an amount a lump sum cash payment equal to 12 months one year of Executive’s then-current Base Salary at the rate in effect at the time as soon as practicable following Ceridian’s receipt of notice of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved’s death. Such amount shall be paid (1i) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2ii) in the absence of such designation to the surviving spouse, or (3iii) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's ’s estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability’s Disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's ’s inability to perform his or her duties duties, despite Ceridian’s efforts to reasonably accommodate, occurs. (c) In the event of termination by reason of Executive's ’s death or disabilityDisability, in addition to the death or Disability benefits provided in Section 4.04(a) and Section 4.04(b), Ceridian shall pay to Executive any amount a prorated bonus equal to (1i) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "“target" ” goals been achieved, multiplied by (2ii) a fraction, the numerator of which shall be is the number of whole months Executive was employed days in the applicable fiscal year in which through the death or disability occurred date of termination and the denominator of or which is 12365. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability of Executive. (a) In the event of Executive's death, Ceridian Odyssey shall pay an amount equal to 12 months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian Odyssey by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following CeridianOdyssey's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disability, Ceridian non-job related disability Odyssey shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year. (d) In the event of termination by reason of Executives job-related disability, Odyssey shall pay an amount equal to 12 months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Odyssey by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The Base Salary amount payable pursuant to this Section 4.04(d) shall be paid within 15 days after the date of termination and the incentive bonus shall be paid at such time as the bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability Disability of Executive. (a) In the event of Executive's ’s death, Ceridian shall pay an amount a lump sum cash payment equal to 12 months one year of Executive’s then-current Base Salary at the rate in effect at the time as soon as practicable following Ceridian’s receipt of notice of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved’s death. Such amount shall be paid (1i) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2ii) in the absence of such designation to the surviving spouse, or (3iii) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's ’s estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability’s Disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's ’s inability to perform his or her duties duties, despite Ceridian’s efforts to reasonably accommodate, occurs. (c) In the event of termination by reason of Executive's ’s death or disabilityDisability, in addition to the death or Disability benefits provided in Section 4.04(a) and Section 4.04(b), Ceridian shall pay to Executive any amount a prorated bonus equal to (1i) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "“target" ” goals been achieved, multiplied by (2ii) a fraction, the numerator of which shall be is the number of whole months Executive was employed days in the applicable fiscal year in which through the death or disability occurred date of termination and the denominator of which is 12365. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability Disability of Executive. (a) In the event of Executive's ’s death, Ceridian shall pay an amount the following death benefits as soon as practicable following Ceridian’s receipt of notice of Executive’s death, a lump sum cash payment equal to 12 months of Base Salary at the rate in effect at the time one year of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved’s then-current Base Salary. Such amount shall be paid (1i) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2ii) in the absence of such designation to the surviving spouse, or (3iii) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's ’s estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability’s Disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's ’s inability to perform his or her duties duties, despite Ceridian’s efforts to reasonably accommodate, occurs. (c) In the event of termination by reason of Executive's ’s death or disabilityDisability, in addition to the death or Disability benefits provided in Section 4.04(a) and Section 4.04(b), Ceridian shall pay to Executive any amount a prorated bonus equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "“target" ” goals been achieved, multiplied by (2) a fraction, the numerator of which shall be is the number of whole months Executive was employed days in the applicable fiscal year in which through the death or disability occurred date of termination and the denominator of which is 12365. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement and Executive’s employment shall terminate in the event of death or disability Disability of Executive., in which case the following will apply: (a) In the event of Executive's ’s death, Ceridian Canada shall pay an amount a lump sum cash payment equal to 12 months of one year’s Base Salary at the rate in effect at the time as soon as practicable following Ceridian Canada’s receipt of notice of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved’s death. Such amount shall be paid (1i) to the beneficiary or beneficiaries designated in writing to Ceridian Canada by Executive, (2ii) in the absence of such designation to the surviving spouse, or (3iii) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator estate trustee or other like personal representative of Executive's ’s estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below.; (b) In the event of Executive's disability’s Disability, Base Salary shall be terminated as of the end of the month in which the last 180-day of the six-month period of Executive's inability that Executive is unable to perform his or her duties occurs.on a full-time basis and that establishes that Executive suffers from a Disability; (c) In the event of termination by reason of Executive's ’s death or disabilityDisability, in addition to the death or Disability benefits provided in Section 4.04(a) and Section 4.04(b), Ceridian Canada shall pay to Executive any amount equal a prorated portion of the bonus compensation, if any, to (1) the amount which Executive would otherwise have received in annual incentive plan bonus become entitled for the fiscal year in which termination his death or Disability occurs had "target" goals been achievedExecutive remained continuously employed for the full fiscal year, multiplied calculated by (2) multiplying such bonus compensation by a fraction, the numerator of which shall be is the number of whole months Executive was employed days in the applicable fiscal year in which through the death or disability occurred date of termination and the denominator of or which is 12365. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement (i) If the Executive’s employment terminates because of his death, any unvested portion of any stock option and any restricted stock previously issued to the Executive by the REIT shall terminate become fully vested as of the date of his death and the Executive’s estate or other legal representatives shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to the Executive. In addition, the Executive’s estate shall be entitled to receive a pro-rata share of any performance bonus to which he otherwise would have been entitled for the fiscal year in which his death occurs. For a period of one (1) year following the Date of Termination, the REIT shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the event of death or disability of Executiveaggregate, shall fully discharge the REIT’s obligations hereunder. (aii) In the event of the Executive's death’s employment terminates due to his Disability, Ceridian he shall pay an amount equal be entitled to 12 months of receive his Base Salary at until such date as he shall commence receiving disability benefits pursuant to any long-term disability insurance policy or plan provided to him by the rate REIT. In addition, as of the effective date of the termination notice specified in effect at Section 5(d), the time Executive shall vest in any unvested portion of any stock option and any restricted shares previously granted to him by the Company Group and the Executive shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to the Executive's death plus the amount . The Executive also shall be entitled to receive a pro-rata share of any performance bonus to which he otherwise would have received in annual incentive plan bonus been entitled for the fiscal year in which his employment terminates due to his Disability. For a period of one year following the death occurs had "target" goals been achieved. Such amount Date of Termination, the REIT shall pay such health insurance premiums as may be paid (1) necessary to allow Executive and Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the beneficiary or beneficiaries designated in writing Date of Termination. Upon termination due to Ceridian by Executive, (2) death prior to the termination first to occur as specified in the absence of such designation to the surviving spousepreceding sentence, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c6(e)(i) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal yearapply.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability Disability of Executive. (a) In the event of Executive's death, Ceridian shall pay an amount equal to 12 months of Base Salary and annual perquisite cash adder at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disabilityDisability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disabilityDisability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability Disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability Disability of Executive. (a) In the event of Executive's ’s death, Ceridian shall pay an amount a lump sum cash payment equal to 12 months one year of Executive’s then-current Base Salary at the rate in effect at the time as soon as practicable following Ceridian’s receipt of notice of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved’s death. Such amount shall be paid (1i) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2ii) in the absence of such designation to the surviving spouse, or (3iii) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator estate trustee or other like personal representative of Executive's ’s estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability’s Disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's ’s inability to perform his or her duties duties, despite Ceridian’s efforts to reasonably accommodate, occurs. (c) In the event of termination by reason of Executive's ’s death or disabilityDisability, in addition to the death or Disability benefits provided in Section 4.04(a) and Section 4.04(b), Ceridian shall pay to Executive any amount a prorated bonus equal to (1i) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "“target" ” goals been achieved, multiplied by (2ii) a fraction, the numerator of which shall be is the number of whole months Executive was employed days in the applicable fiscal year in which through the death or disability occurred date of termination and the denominator of or which is 12365. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement (i) If the Executive’s employment terminates because of his death, any unvested portion of any stock option and any restricted stock previously issued to the Executive by the REIT shall terminate become fully vested as of the date of his death and the Executive’s estate or other legal representatives shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to the Executive. In addition, the Executive’s estate shall be entitled to receive a pro-rata share of any performance bonus to which he otherwise would have been entitled for the fiscal year in which his death occurs. For a period of one (1) year following the Date of Termination, the REIT shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the event of death or disability of Executiveaggregate, shall fully discharge the REIT’s obligations hereunder. (aii) In the event of the Executive's death’s employment terminates due to his Disability, Ceridian he shall pay an amount equal be entitled to 12 months of receive his Base Salary at until such date as he shall commence receiving disability benefits pursuant to any long-term disability insurance policy or plan provided to him by the rate REIT. In addition, as of the effective date of the termination notice specified in effect at Section 5(d), the time Executive shall vest in any unvested portion of any stock option and any restricted shares previously granted to him by the Company Group and the Executive shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to the Executive's death plus the amount . The Executive also shall be entitled to receive a pro-rata share of any performance bonus to which he otherwise would have received in annual incentive plan bonus been entitled for the fiscal year in which the death occurs had "target" goals been achievedhis employment terminates due to his Disability. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as For a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In one year following the event Date of termination by reason of Executive's death or disabilityTermination, Ceridian the REIT shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.such

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability Disability of Executive. (a) In the event of Executive's death, Ceridian shall pay an amount equal to 12 months of Base Salary and annual perquisite cash adder at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disabilityDisability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disabilityDisability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability Disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement ----------------------------------------------- shall terminate in the event of death or disability Disability of Executive.. -------------------------------------------------------------------------------- 4 - EXECUTIVE EMPLOYMENT AGREEMENT (a) In the event of Executive's death, Ceridian FSI shall pay an amount equal to 12 twelve (12) months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieveddeath. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian FSI by Executive, (2) in the absence of such designation designation, to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following CeridianFSI's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c4.4(c) below. (b) In the event of Executive's disabilityDisability, Base Salary shall be terminated as of the end of the month in which the last final day of the six-fifth month period referenced in the definition of Executive's inability to perform his or her duties occurs"Disability." (c) In the event of termination by reason of Executive's death or disabilityDisability, Ceridian FSI shall pay to Executive any an amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability Disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c4.4(c) shall be paid deemed earned as of the date within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal yearyear and shall be paid as of the date earned.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability of Executive. (a) In the event of Executive's death, Ceridian Arbitron shall pay an amount equal to 12 months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian Arbitron by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following CeridianArbitron's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disability, Ceridian Arbitron shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability Disability of Executive. (a) In the event of Executive's ’s death, Ceridian shall pay an amount equal to 12 months of Base Salary and annual perquisite cash adder at the rate in effect at the time of Executive's ’s death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "“target" ” goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's ’s estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's ’s receipt of notice of Executive's ’s death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability’s Disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's ’s inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's ’s death or disabilityDisability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "“target" ” goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability Disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement and Ossip’s employment shall terminate in the event of death or disability Disability of Executive.Ossip, in which case the following will apply: (a) In the event of Executive's Ossip’s death, Ceridian Dayforce shall pay an amount a lump sum cash payment equal to 12 months of one year’s Base Salary at the rate in effect at the time as soon as practicable following Ceridian Dayforce’s receipt of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achievednotice of Ossip’s death. Such amount shall be paid (1i) to the beneficiary or beneficiaries designated in writing to Ceridian Dayforce by ExecutiveOssip, (2ii) in the absence of such designation to the surviving spouse, or (3iii) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator estate trustee or other like personal representative of Executive's Ossip’s estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disabilityOssip’s Disability, Base Salary shall be terminated as of the end of the month in which the last 180 day of the six-month period of Executive's inability that Ossip is unable to perform his or her duties occurson a full-time basis and that establishes that Ossip suffers from a Disability. (c) In the event of termination by reason of Executive's Ossip’s death or disabilityDisability, in addition to the death or Disability benefits provided in Section 4.04(a) and Section 4.04(b), Ceridian Dayforce shall pay to Executive any amount equal Ossip a prorated portion of the bonus compensation, if any, to (1) the amount Executive which Ossip would otherwise have received in annual incentive plan bonus become entitled for the fiscal year in which termination his death or Disability occurs had "target" goals been achievedOssip remained continuously employed for the full fiscal year, multiplied calculated by (2) multiplying such bonus compensation by a fraction, the numerator of which shall be is the number of whole months Executive was employed days in the applicable fiscal year in which through the death or disability occurred date of termination and the denominator of or which is 12365. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive Ossip remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement and ----------------------------------------------- Executive's employment shall terminate immediately in the event of death or disability of Executive. (a) In the event of Executive's death or Disability. Executive shall cooperate with the Board to provide information and submit to such examinations as the Board may find necessary to make a determination regarding Executive's Disability. 4.4.1 In the event of the Executive's death, Ceridian the Company shall pay Executive's Base Salary owing to Executive as of the date of termination plus an amount equal to 12 eighteen (18) months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieveddeath. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian Company by Executive, (2) in the absence of such designation designation, to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following CeridianCompany's receipt of notice of Executive's death. All such No further payments shall be in addition made by Company to any payments due pursuant to Section 4.04(c) belowExecutive. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) 4.4.2 In the event of termination due to Executive's Disability, Executive's Base Salary shall be paid through the date of termination. In addition, the Company shall pay Executive a lump sum amount equal to eighteen (18) months Base Salary at the rate in effect at the time of termination. No further payments shall be made by reason Company to Executive. 4.4.3 In the event of termination after the second anniversary of the date of this Agreement due to Executive's death or disabilityDisability, Ceridian all outstanding stock options and stock grants held by Executive at the effective date of Executive's termination that would, by their terms, vest within eighteen months of the effective date of Executive's termination shall pay to Executive any amount equal to (1) become fully vested as of the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator effective date of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal yearExecutive's termination.

Termination in the Event of Death or Disability. This Agreement (i) If the Executive’s employment terminates because of his death, any unvested portion of any stock option and any restricted stock previously issued to the Executive by Colmek shall terminate become fully vested as of the date of his death and the Executive’s estate or other legal representatives shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to the Executive. In addition, the Executive’s estate shall be entitled to receive a pro-rata share of any performance bonus to which he otherwise would have been entitled for the fiscal year in which his death occurs. For a period of one (1) year following the Date of Termination, Colmek shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the event of death or disability of Executiveaggregate, shall fully discharge Colmek’s obligations hereunder. (aii) In the event of the Executive's death’s employment terminates due to his Disability, Ceridian as defined in any long-term disability insurance policy or plan provided to him by Colmek (“Disability Insurance”), he shall pay an amount equal be entitled to 12 months of receive his Base Salary at until such date as he shall commence receiving disability benefits pursuant to any Disability Insurance. In addition, as of the rate effective date of the termination notice specified in effect at Section 5(d), the time Executive shall vest in any unvested portion of any stock option and any restricted shares previously granted to him by Colmek and the Executive shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to the Executive's death plus the amount . The Executive also shall be entitled to receive a pro-rata share of any performance bonus to which he otherwise would have received in annual incentive plan bonus been entitled for the fiscal year in which his employment terminates due to his Disability. For a period of one year following the death occurs had "target" goals been achieved. Such amount Date of Termination, Colmek shall pay such health insurance premiums as may be paid (1) necessary to allow Executive and Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence Date of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) belowTermination. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

Termination in the Event of Death or Disability. This Agreement shall terminate in the event of death or disability Disability of Executive. (a) In the event of Executive's death, Ceridian shall pay an amount equal to 12 months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus under the Annual Incentive Bonus Plan for the year in which the death termination occurs had "targettarget performance" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c4.06(c) below. (b) In the event of Executive's disabilityDisability, Base Salary shall be terminated as of the end of the month in which the last day of the sixfive-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disabilityDisability, Ceridian shall pay to Executive any an amount equal to (1) the amount Executive would have received in annual incentive plan bonus under the Annual Incentive Bonus Plan for the year in which termination occurs had "targettarget performance" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability Disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.