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Exhibit 10.22
Change in Control Severance
Policy
The purpose of this Change in
Control Severance Policy is to ensure severance benefits to the
classes of employees of Ceridian Corporation
(“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rescinded or amended in a manner that is adverse to any employee
(i) prior to December 31, 2007 or (ii) 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.
Ceridian Corporation (other than
Comdata)
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Directors
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Vice Presidents
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Senior Vice
Presidents
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Business Leaders
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Severance
Formula
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Greater of
ERISA severance formula or 3 months base pay
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Greater of
ERISA severance formula or 6 months base pay
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Greater of ERISA severance formula,
or
<15 years of service - 12 months base
pay,
or
15+ years of service -
15 months base pay
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Greater of ERISA severance formula,
or
2 years of base pay
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Job Search Assistance
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$8,000
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$8,000
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$12,000
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$12,000
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COBRA subsidy
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6
months
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6
months
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6
months
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6
months
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Notice Period
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2
weeks
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2
weeks
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One
month
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One
month
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Comdata
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Senior Vice Presidents and Vice Presidents
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Business Leaders
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Severance Formula
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Greater of
severance formula or one year of base pay
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Greater of
severance formula or two years of base pay
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COBRA subsidy
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6
months
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6
months
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For purposes of this Change in Control Severance
Policy, “Business Leaders” shall include
any employee of Ceridian Corporation designated by the Chief
Executive Officer based on such individual’s role and
responsibilities within Ceridian as well as each of the individuals
set forth below:
For purposes of this Change in
Control Severance Policy, “Change of
Control” shall mean the first of the following events
to occur:
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1.
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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 survivi
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