Amended and Restated Change in Control Severance Policy

EX-10.26 8 dex1026.htm AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE POLICY Amended and Restated Change in Control Severance Policy

Exhibit 10.26

Amended and Restated

Change in Control Severance Policy

Effective as of December 31, 2008

The purpose of this Change in Control Severance Policy is to ensure severance benefits to the classes of employees of Ceridian Corporation, a Delaware corporation, and its subsidiaries (collectively, “Ceridian”) described below should a Change in Control (as defined below) occur on or before December 31, 2007. This Change in Control Severance Policy will go into effect as of the date the Change in Control occurs and be in effect through the two year period after the Change in Control occurs. This Change in Control Severance Policy may not be rescinded or amended in a manner that is adverse to any employee (x) prior to December 31, 2007, or (y) if a Change of Control shall occur prior to such time, at any time during the two year period following a Change of Control. During such time as this policy is in effect, each employee shall be entitled to the severance provided herein following the occurrence of a Change of Control Termination (as defined below) within two years following a Change of Control. Unless otherwise indicated by specific designation of a non-U.S. employee, this Change in Control Severance Policy shall apply solely with respect to U.S. employees. For the avoidance of doubt, a Change of Control occurred on November 9, 2007.

Ceridian (other than Comdata)


	Directors	Vice Presidents	Senior Vice Presidents	Business Leaders
Severance Amount	Greater of ERISA severance formula or 3 months base pay	Greater of ERISA severance formula or 6 months base pay	Greater of ERISA severance formula, or <15 years of service - 12 months base pay, or 15+ years of service - 15 months base pay	Greater of ERISA severance formula, or 2 years of base pay

Job Search Assistance	$8,000	$8,000	$12,000	$12,000

COBRA subsidy	6 months	6 months	6 months	6 months

Notice Period	2 weeks	2 weeks	One month	One month

The Severance Amount will be payable in a lump sum on or before the 60^th day following the date of termination of the participant’s employment with Ceridian. In no event shall a participant’s date of termination of employment with Ceridian occur until the participant experiences a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Job search assistance shall be provided at the sole expense of Ceridian, subject to the dollar limits described above; provided that such job search assistance shall end not later than the last day of the second calendar year that begins after the date of termination of the participant’s employment with Ceridian.

The COBRA subsidy shall be provided in the following manner: Ceridian will continue to pay its share of the applicable premiums under the medical, dental and vision plans for the COBRA coverage selected provided that the selected coverage cannot exceed the same level and type of coverage in which the participant is enrolled as of the date of termination of the participant’s employment with Ceridian. To receive the COBRA subsidy, the participant must properly enroll in COBRA coverage, and must also pay such premiums and other costs for such coverage as generally applicable to Ceridian’s active employees.

Payments of base pay during the Notice Period shall be made in accordance with Ceridian’s regular payroll practices.

For purposes of this Change in Control Severance Policy, “Business Leaders” shall include any employee of Ceridian designated by Ceridian Corporation’s Chief Executive Officer based on such individual’s role and responsibilities within Ceridian as well as each of the individuals set forth below:

Dave MacKay, Chief Operating Officer, Ceridian Canada

Zachary Meyer, Senior Vice President, LifeWorks

Brett Rodewald, President, Comdata Network

Doug Sawers, Managing Director, Ceridian UK

John Shade, Senior Vice President, General Manager, Ceridian Benefits Services

Ralph Rolen, Executive Vice President, General Manager, Comdata Stored Value Solutions

Keith Strodtman, Senior Vice President, HRO

Comdata


		Senior Vice Presidents and Vice Presidents
Severance Amount		Greater of severance formula or one year of base pay
COBRA subsidy		6 months

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For purposes of this Change in Control Severance Policy, “Change of Control” shall mean the first of the following events to occur:

there is consummated a merger or consolidation to which Ceridian or any direct or indirect subsidiary of Ceridian is a party if the merger or consolidation would result in the voting securities of Ceridian outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) less than 60% of the combined voting power of the securities of Ceridian or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or

the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the aggregate of securities of Ceridian representing twenty percent (20%) or more of the total combined voting power of Ceridian’s then issued and outstanding securities is acquired by any person or entity, or group of associated persons or entities acting in concert; provided, however, that for purposes hereof, the following acquisitions shall not constitute a Change of Control: (A) any acquisition by Ceridian or any of its subsidiaries, (B) any acquisition directly from Ceridian or any of its subsidiaries, (C) any acquisition by any employee benefit plan (or related trust or fiduciary) sponsored or maintained by Ceridian or any corporation controlled by Ceridian, (D) any acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities, (E) any acquisition by a corporation owned, directly or indirectly, by the stockholders of Ceridian in substantially the same proportions as their ownership of stock of Ceridian, (F) any acquisition in connection with which, pursuant to Rule 13d-1 promulgated pursuant to the Exchange Act, the individual, entity or group is permitted to, and actually does, report its beneficial ownership on Schedule 13G (or any successor Schedule); provided that, if any such individual, entity or group subsequently becomes required to or does report its beneficial ownership on Schedule 13D (or any successor Schedule), then, for purposes of this paragraph, such individual, entity or group shall be deemed to have first acquired, on the first date on which such individual, entity or group becomes required to or does so report on Schedule 13D, beneficial ownership of all of the voting securities of Ceridian beneficially owned by it on such date, and (G) any acquisition in connection with a merger or consolidation which, pursuant to paragraph (1) above, does not constitute a Change of Control; or

there is consummated a transaction contemplated by an agreement for the sale or disposition by Ceridian of all or substantially all of Ceridian’s assets, other than a sale or disposition by Ceridian of all or substantially all of Ceridian’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of Ceridian in substantially the same proportions as their ownership of Ceridian immediately prior to such sale; or

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4.	the stockholders of Ceridian approve any plan or proposal for the liquidation of Ceridian; or

a change in the composition of the Board of Directors of Ceridian Corporation (the “Board”) such that the “Continuity Directors” cease for any reason to constitute at least a majority of the Board. For purposes of this clause, “Continuity Directors” means (A) those members of the Board who were directors on the date hereof, and (B) those members of the Board (other than a director whose initial assumption of office was in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Ceridian) who were elected or appointed by, or on the nomination or recommendation of, at least a two-thirds (²/3) majority of the then-existing directors who either were directors on the date hereof or were previously so elected or appointed; or

6.	such other event or transaction as the Board shall determine constitutes a Change of Control.

Notwithstanding any provision to the contrary, a Change of Control shall not include a sale, spin off, reverse spin off or similar disposition of any subsidiary of Ceridian Corporation, unless or until the Board shall determine that such disposition constitutes a Change of Control.

For purposes of this Change in Control Severance Policy, for Business Leaders, Directors, Vice Presidents and Senior Vice Presidents of Ceridian (other than Comdata) and Senior Vice Presidents and Vice Presidents of Comdata, “Change of Control Termination” shall mean:

1.	termination of executive’s employment by Ceridian for any reason other than:

fraud;

theft or embezzlement of Ceridian assets;

conviction of a crime involving moral turpitude; or

failure to follow Ceridian’s conduct and ethics policies.

In addition, with respect to Business Leaders of Ceridian (other than Comdata) only, for purposes of this Change in Control Severance Policy, “Change of Control Termination” shall also include:

2.	termination of the executive’s employment for “good reason”, defined as any of the following events that occur without the executive’s express written consent:

a change in executive’s reporting responsibilities or titles which has the effect of materially diminishing executive’s responsibility or authority, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by Ceridian promptly after receipt of written notice thereof given by executive and excluding any diminution attributable to a sale, spin off, reverse spin off or similar disposition of any subsidiary of Ceridian;

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a reduction by Ceridian in executive’s base salary or bonus opportunity or as the same may be increased from time to time thereafter or any failure by Ceridian to pay any portion of executive’s compensation when due, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by Ceridian promptly after receipt of written notice thereof given by executive;

Ceridian requiring executive to be based anywhere other than within 50 miles of executive’s job location; or

without replacement by plans, programs, or arrangements which, taken as a whole, provide benefits to executive at least reasonably comparable to those discontinued or adversely affected, (i) the failure by Ceridian to continue in effect, any bonus, incentive, stock ownership, purchase, option, life insurance, health, accident, disability, or any other employee compensation or benefit plan, program or arrangement, in which executive is participating; or (ii) the taking of any action by Ceridian that would materially and adversely affect executive’s participation or materially reduce executive’s benefits under any of such plans, programs or arrangements.

termination of the business leader’s employment by Ceridian other than for the reasons described in 1.a), b), c) and d) above, but including 2. above, during the pendency of a potential change of control and executive reasonably demonstrates that such termination was at the request or direction of a person or entity who has entered into an agreement, the consummation of which would result in a Change of Control, or is otherwise in connection with or in anticipation of a Change of Control (whether or not a Change of Control ever occurs). For purposes of this policy, in the event of a termination described in the preceding sentence, a Change of Control will be deemed to have occurred immediately prior to the termination of executive’s employment for purposes of this policy.

A Change of Control Termination by executive shall not include termination by reason of death or disability.

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The undersigned assistant secretary of Ceridian Corporation, a Delaware corporation, does hereby attest that the foregoing Amended and Restated Change in Control Severance Policy was adopted for the corporation by its Board of Directors as of December 22, 2008.

/s/ Albert J. Bart

Albert J. Bart, Assistant Secretary

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