-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vgwl6QTOdkIW22M1V+irOTTFsvc/y4LhRikNVll9nJ2jHUlWY5+nwDQFvre6Q53I JpkQH7ZjKL9XK+pS2bsCZA== 0000109758-98-000005.txt : 19980424 0000109758-98-000005.hdr.sgml : 19980424 ACCESSION NUMBER: 0000109758-98-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980422 EFFECTIVENESS DATE: 19980422 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50757 FILM NUMBER: 98599144 BUSINESS ADDRESS: STREET 1: 8100 34TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 6128538100 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 S-8 1 As filed with the Securities and Exchange Commission on April 22, 1997 Registration Number 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERIDIAN CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 52-0278528 (State of incorporation) (I.R.S. Employer Identification Number) 8100 34th Avenue South Minneapolis, Minnesota 55425 (Address of principal executive offices) Robert M. Digby Restricted Stock Award (Full title of the plan) John A. Haveman Vice President and Secretary Ceridian Corporation 8100 34th Avenue South Minneapolis, Minnesota 55425 (612) 853-7425 (Name, address and telephone number of agent for service) Calculation of Registration Fee Proposed Proposed Title of maximum maximum Securities Amount offering aggregate Amount of to be to be price per offering Registration registered registered share(1) price (1) fee Common Stock, $0.50 par value 3,000 shares $54.0625 $162,188 $50.00 (1)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and 457(h)(1) under the Act, based on the average high and low sale prices reported for the Registrant's Common Stock on the New York Stock Exchange on April 15, 1998. Part II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission (the "Commission") by Ceridian Corporation (the "Company") are incorporated in this Registration Statement by reference: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1997; (2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since December 31, 1997; and (3) The description of the Company's Common Stock, par value $0.50 per share, contained in the Company's Registration Statement on Form S-4, File No. 33-64089. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities The Company's Common Stock is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel John A. Haveman, Vice President, Secretary and Associate General Counsel for the Company, has provided an opinion as to the legality of the securities being registered hereby. As a result of awards under stock-based compensation plans maintained by the Company, Mr. Haveman holds options to acquire 24,300 shares of such stock, and holds 8,956 shares of such stock that are subject to restrictions on transferability and possible forfeiture. The consolidated financial statements and financial statement schedule of the Company as of December 31, 1997 and 1996 and for each of the years in the three-year period ended December 31, 1997 have been incorporated by reference in this Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP examines and reports on financial statements of the Company issued at future dates, and consents to the use of their reports thereon, such financial statements also will be incorporated by reference in this Registration Statement in reliance upon their reports and said authority. Item 6. Indemnification of Directors and Officers Section 145 of the General Corporation Law of the State of Delaware ("DGCL") grants each corporation organized thereunder, such as the Company, the power to indemnify its directors and officers against liability for certain of their acts. Section 102(b)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder eliminating or limiting, with certain exceptions, the personal liability of a director to the corporation or its stockholders for monetary damages 1 for breach of fiduciary duty as a director. The Company's certificate of incorporation contains such a provision. The foregoing statements are subject to the detailed provisions of Sections 145 and 102(b)(7) of the DGCL. Article VI of the Company's Bylaws provides that the Company shall indemnify its officers, directors and employees to the fullest extent permitted by the DGCL in connection with proceedings with which any such person is involved by virtue of his or her status as an officer, director or employee. The Company has also by contract agreed to indemnify its directors against damages, judgments, settlements and costs arising out of any actions against the directors brought by reason of the fact that they are or were directors. The Company maintains directors' and officers' liability insurance, including a reimbursement policy in favor of the Company. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The following is a complete list of Exhibits filed or incorporated by reference as part of this registration statement: Exhibit Description 4.01 Restated Certificate of Incorporation of Ceridian Corporation (incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-8 (File No. 33-54379)). 4.02 Certificate of Amendment of Restated Certificate of Incorporation of Ceridian Corporation (incorporated by reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (File No. 1- 1969)). 4.03 Bylaws of Ceridian Corporation, as amended (incorporated by reference to Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 (File No. 1-1969)). 5.01 Opinion and consent of John A. Haveman. 23.01 Consent of KPMG Peat Marwick LLP. 23.02 Consent of John A. Haveman (included in Exhibit 5.01). 24.01 Power of Attorney (included on page 4 of this Registration Statement) 99.01 Stock Award Agreement, dated as of April 15, 1998, between the Company and Robert M. Digby. Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: 2 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S- 8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on April 22, 1998. CERIDIAN CORPORATION By: /s/ John A. Haveman John A. Haveman Vice President and Secretary POWER OF ATTORNEY We, the undersigned officers and directors of Ceridian Corporation, hereby severally constitute John R. Eickhoff and John A. Haveman, and either of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our name in the capacities indicated below any and all amendments to this Registration Statement on Form S-8 filed by Ceridian Corporation with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in such capacities as may be necessary to enable Ceridian Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys, or either of them, to any and all such amendments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed as of April 22, 1998 by the following persons in the capacities indicated. /s/ Lawrence Perlman Lawrence Perlman Robert H. Ewald, Director Chairman, President and Chief Executive Officer /s/ Richard G. Lareau (Principal Executive Richard G. Lareau, Director Officer and Director) /s/ Ronald T. LeMay Ronald T. LeMay, Director /s/ J.R. Eickhoff J. R. Eickhoff Executive Vice President George R. Lewis, Director and Chief Financial Officer (Principal /s/ Charles Marshall Financial Officer) Charles Marshall, Director /s/ Carole J. Uhrich /s/ Loren D. Gross Carole J. Uhrich, Director Loren D. Gross Vice President and Corporate Controller (Principal Richard W. Vieser, Director Accounting Officer) /s/ Paul S. Walsh Paul S. Walsh, Director Ruth M. Davis, Director 4 EXHIBIT INDEX Exhibit Description Code 4.1 Restated Certificate of Incorporation of Ceridian Corporation IBR 4.2 Certificate of Amendment of Restated Certificate of Incorporation of Ceridian Corporation IBR 4.03 Bylaws of Ceridian Corporation, as amended IBR 5.01 Opinion and consent of John A. Haveman E 23.01 Consent of KPMG Peat Marwick LLP E 23.02 Consent of John A. Haveman (included in Exhibit 5.01) 24.1 Power of Attorney (included on page 4 of this Registration Statement) 99.01 Stock Award Agreement, dated as of April 15, 1998, between the Company and Robert M. Digby. IBR Legend: E Electronic Filing IBR Incorporated by Reference 5 EX-99 2 EXHIBIT 5.01 Exhibit 5.01 April 22, 1998 Ceridian Corporation 8100 34th Avenue South Minneapolis, MN 55425 Re: Ceridian Corporation Registration Statement on Form S-8 Dear Sir or Madam: I have acted as counsel to Ceridian Corporation, a Delaware corporation (the "Company"), in connection with the registration by the Company of 3,000 shares of its Common Stock, $0.50 par value (the "Shares"), pursuant to the Company's registration statement on Form S-8 which refers to the Company's Stock Award Agreement, dated as of April 15, 1998, with Robert M. Digby and which is to be filed with the Securities and Exchange Commission on April 22, 1998 (the "Registration Statement"). In this connection, I have examined originals or copies, certified or otherwise identified to my satisfaction, of corporate records of the Company and such other documents that I have considered necessary as a basis for the opinions expressed herein. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity with originals of all documents submitted to me as copies. As to all questions of fact material to such opinions, I have, when relevant facts were not independently established by me, relied upon statements of the Company and its officers and of public officials. Based upon the foregoing, I advise you that in my opinion: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Delaware. 2. The Company has corporate authority to issue the Shares in the manner and under the terms set forth in the Registration Statement. 3. The Shares have been duly authorized and, when issued in accordance with the Agreement referred to in the Registration Statement, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement and to its use as part of the Registration Statement. Very truly yours, /s/John A. Haveman John A. Haveman Vice President, Secretary and Associate General Counsel EX-23 3 EXHIBIT 23.01 EXHIBIT 23.01 INDEPENDENT AUDITORS' CONSENT The Board of Directors Ceridian Corporation: We consent to the use of our reports incorporated herein by reference and to the reference to our firm in Part II, Item 5 of this Registration Statement. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Minneapolis, Minnesota April 22, 1998 EX-99 4 EXHIBIT 99.01 EXHIBIT 99.01 CERIDIAN CORPORATION STOCK AWARD AGREEMENT This Agreement is entered into by you, Robert M. Digby, and Ceridian Corporation (the "Company") as of April 15, 1998 (the "Date of Grant") to evidence the making of a stock award by the Company to you. 1. Award. Effective as of the Date of Grant, the Company has granted to you 3,000 shares of the Company's common stock (the "Awarded Shares"), subject to the terms and conditions set forth in this Agreement. 2. Restrictions on Transferability. A stock certificate evidencing 1,000 of the Awarded Shares will be issued in your name and delivered to you as soon as administratively practicable after a registration statement on Form S-8 under the Securities Act of 1933, as amended, has been filed with the Securities and Exchange Commission and has become effective. The 2,000 share balance of the Awarded Shares (the "Restricted Shares") may not be sold, transferred, assigned, pledged or otherwise used as collateral by you unless and until, and then only to the extent that, restrictions on transferability shall have lapsed in accordance with this Agreement. In this Agreement, the lapsing of such transferability restrictions is referred to as "vesting," and Restricted Shares that are no longer subject to such transferability restrictions are referred to as "vested." 3. Book-Entry Registration. Ownership of Restricted Shares which are not yet vested shall not be evidenced by a stock certificate, but rather shall be evidenced by an entry in a certificateless book-entry stock account maintained by the Company's transfer agent for its common stock (the "Transfer Agent"). To facilitate the transfer to the Company of any Awarded Shares that you might subsequently forfeit in accordance with the terms of this Agreement, you agree to sign and promptly return to the Company with a signed copy of this Agreement such stock power(s) as the Company may request. Upon written notification by the Company to the Transfer Agent of the vesting of all or a portion of the Restricted Shares, a stock certificate evidencing such unrestricted shares shall be issued in your name and delivered to the you. 4. Vesting of Restricted Shares. Subject to Sections 5, 6 and 9 of this Agreement, one-half of the Restricted Shares will vest on April 15, 1999 and the remaining one-half of the Restricted Shares will vest on April 15, 2000. 5. Termination of Employment. Except as provided in Section 6 of this Agreement, if your employment with the Company and all of its majority-owned subsidiaries terminates for any reason, you will immediately forfeit any Restricted Shares that have not yet vested as of the employment termination date. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. 1 6. Change of Control. Subject to the definitions and limitations contained in the following paragraphs of this Section 6, and subject to Section 9 of this Agreement, in the event of a Change of Control Termination with respect to you, all of your Restricted Shares will immediately become fully vested. For purposes of this Section 6, the following definitions will be applied: (a) "Benefit Plan" means any formal or informal plan, program or other arrangement heretofore or hereafter adopted by the Company or any of its majority owned subsidairies for the direct or indirect provision of compensation to you, whether or not such compensation is deferred, is in the form of cash or other property or rights, or is in the form of a benefit to or for you. (b) "Change of Control" means any of the following events: (i) a merger or consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than 50% of the total combined voting power for election of directors of the surviving corporation immediately following the effective date of such merger or consolidation; (ii) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) in the aggregate of securities of the Company representing 25% or more of the total combined voting power of the Company's then issued and outstanding securities by any person or entity, or group of associated person or entities acting in concert; (iii) the sale of the properties and assets of the Company, substantially as an entirety, to any person or entity which is not a wholly-owned subsidiary of the Company; (iv) the stockholders of the Company approve any plan or proposal for the liquidation of the Company; or (v) a change in the composition of the Company's Board of Directors at any time during any consecutive 24 month period such that the "Continuity Directors" cease for any reason to constitute at least a 70% majority of the Board. For purposes of this clause, "Continuity Directors" means those members of the Board who either (1) were directors at the beginning of such consecutive 24 month period, or (2) were elected by, or on the nomination or recommendation of, at least a two-thirds majority of the then-existing Board of Directors. (c) "Change of Control Compensation" means any payment or benefit (including any transfer of property) in the nature of compensation, to or for the benefit of you under this Agreement or any Other Agreement or Benefit Plan, which is considered to be contingent on a Change of Control for purposes of Section 280G of the Internal Revenue Code (the "Code"). 2 (d) "Change of Control Termination" means any of the following events occurring within two years after a Change of Control: (i) Termination of your employment with the Company and all of its majority-owned subsidiaries for any reason other than (A) fraud, (B) theft or embezzlement of Company or subsidiary assets, (C) intentional violations of law involving moral turpitude, or (D) your substantial and continuing failure to satisfactorily perform your duties as reasonably assigned to you for a period of 60 days after a written demand for such satisfactory performance which specifically identifies the manner in which it is alleged you have not satisfactorily performed such duties; or (ii) Termination of employment with the Company and all of its majority-owned subsidiaries by you for Good Reason. A Change of Control Termination shall not include a termination of employment by reason of death or disability. (e) "Good Reason" means a good faith determination by you that any one or more of the following events has occurred at the instigation by the Company or one of its majority-owned subsidiaries, without your express written consent, after a Change of Control: (i) A change in your reporting responsibilities, titles or offices as in effect immediately prior to the Change of Control, or your removal from any of such positions, which has the effect of diminishing your responsibility or authority; or (ii) A reduction in your base salary as in effect immediately prior to the Change of Control or as the same may be increased from time to time thereafter; or (iii) Your being required to be based anywhere other than within twenty-five miles of your job location at the time of the Change of Control; or (iv) Without replacement by plans, programs, or arrangements which, taken as a whole, provide benefits to you at least reasonably comparable to those discontinued or adversely affected, (A) the failure to continue in effect, within its maximum stated term, any pension, bonus, incentive, stock ownership, purchase, option, life insurance, health, accident, disability, or any other employee compensation or benefit plan, program or arrangement, in which you are participating immediately prior to a Change of Control; or (B) the taking of any action that would materially adversely affect your participation or materially reduce your benefits under any of such plans, programs or arrangements; or (v) The failure to provide you with office space, furniture, and secretarial support at least comparable to that provided to you immediately prior to the Change of Control, or the taking of any similar action that would materially adversely affect the working conditions in or under which you perform your employment duties; or 3 (vi) If your primary employment duties are with a majority-owned subsidiary of the Company, the sale, merger, contribution, transfer or any other transaction as a result of which the Company no longer directly or indirectly controls or has a significant equity interest in such subsidiary; or (vii) Any material breach by the Company or one of its majority-owned subsidiaries of any employment agreement between you and the Company or such subsidiary. (f) "Excise Tax" means any applicable federal excise tax imposed by Section 4999 of the Code. (g) "Other Agreements" means any agreement, contract or understanding heretofore or hereafter entered into between you and the Company or any of its majority-owned subsidiaries for the direct or indirect provision of compensation to you. (h) "Reduced Amount" means the largest amount that could be received by you as Change of Control Compensation such that no portion of such Change of Control Compensation would be subject to the Excise Tax. If any Change of Control Compensation would be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code and if, after reduction for any Excise Tax and federal income tax imposed by the Code, your net proceeds of such Change of Control Compensation would be less than the amount of your net proceeds resulting from the payment of the Reduced Amount after reduction for federal income taxes, then the Change of Control Compensation payable to you shall be limited to the Reduced Amount. The determinations required by the preceding sentence shall be made by the firm of independent certified public accountants serving as the outside auditor of the Company as of the date of the applicable Change of Control, and such determinations shall be binding upon the Company and you. If Change of Control Compensation to you is limited to the Reduced Amount, then you will have the right to designate those payments or benefits under this Agreement, any Other Agreements and/or any Benefit Plans that should be reduced or eliminated so as to avoid having your Change of Control Compensation be subject to the Excise Tax. If you fail to make such designation within 30 days of having received notification that such designation is required, the Company shall make such designations and shall promptly inform you of its actions in such regard. Prior to a Change of Control, the Compensation Committee of the Board of Directors of the Company will have the power and right, within its sole discretion, to rescind, modify or amend this Section 6 without your consent. In all other cases, neither such Committee nor any other party will, following a Change of Control, have the power to exercise such authority or otherwise take any action that is inconsistent with the provisions of this Section 6. 7. Dividends and Distributions. Any dividends or distributions (including regular, periodic cash dividends) paid with respect to Restricted Shares that have not yet vested will be subject to the same restrictions on transferability and the possibility of forfeiture to the Company as the Restricted Shares to which the dividends or distributions relate. To facilitate 4 the enforcement of this provision, any such dividends or distributions paid with respect to unvested Restricted Shares shall be held by the Company or its agent designated for the purpose until such time as the Restricted Shares to which the dividends or distributions relate vest or are forfeited. If such Shares vest, the dividends or distributions with respect thereto shall be paid or transferred to you at the time the certificate representing such Shares is provided to you. If such Shares are forfeited, all of your right, title and interest in and to such dividends and distributions shall automatically be transferred to the Company, and you agree to execute any documents evidencing such transfer as may be requested by the Company, either at the time of such transfer or in anticipation of such transfer becoming necessary. 8. Continued Employment. Nothing in this Agreement shall confer upon you any right with respect to continuance of employment by the Company or any of its subsidiaries, nor interfere in any way with the right of the Company or any of its subsidiaries to terminate your employment at any time. 9. Prohibited Activities. If, at any time prior to the vesting of all Restricted Shares, or at any time prior to one year after the termination of your employment with the Company and all of its subsidiaries, whichever is later, you (i) engage in any commercial activity in competition with any part of the business of the Company or its subsidiaries, (ii) divert or attempt to divert from the Company or its subsidiaries any business of any kind, including, without limitation, interference with any business relationships with suppliers, customers, licensees, licensors, clients or contractors, (iii) make, or cause or attempt to cause any other person to make, any statement, either written or oral, or convey any information about the Company which is disparaging or which in any way reflects negatively upon the Company, or (iv) engage in any other activity that is inimical, contrary or harmful to the interests of the Company or its subsidiaries, including influencing or advising any person who is employed by or in the service of the Company or its subsidiaries to leave such employment or service to compete with the Company or its subsidiaries or to enter into the employment or service of any actual or prospective competitor of the Company or its subsidiaries, or influencing or advising any competitor of the Company or its subsidiaries to employ or to otherwise engage the services of any person who is employed by or in the service of the Company or its subsidiaries, or improperly disclosing or otherwise misusing any confidential information regarding the Company or its subsidiaries, then (1) you will forfeit any Restricted Shares that are not yet vested effective the date on which you enter into such activity, and (2) any taxable income realized by you from the grant or vesting of Awarded Shares during a period beginning six months prior to the date on which you enter into such activity shall be paid by you to the Company.. 10. Payment of Amounts Owed. By accepting this Agreement, you consent to a reduction from any amounts the Company owes you from time to time (including wages or other compensation) of any amount you owe the Company under Section 9 of this Agreement. If the Company does not recover by means of set-off the full amount you owe it, you agree to immediately repay the unpaid balance to the Company. 11. Tax Withholding. The Company is entitled to withhold and deduct from your future wages (or from other amounts which may be due and owing to you), or make other arrangements 5 for the collection of, all legally required amounts necessary to satisfy any and all federal, state and local withholding and employment-related tax requirements attributable to the Awarded Shares, and you agree to cooperate with the Company to effect such compliance. 12. Governing Law. The validity, construction, interpretation, administration and effect of this Agreement will be governed by and construed exclusively in accordance with the laws of the State of Minnesota, without regard to its conflicts of law principles. 13. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of you and the Company. In Witness Whereof, you and Ceridian Corporation have executed this Agreement as of the Date of Grant. CERIDIAN CORPORATION By_____________________________ ____________________________ Secretary Robert M. Digby Participant's Mailing Address _________________________ _________________________ 6 -----END PRIVACY-ENHANCED MESSAGE-----