-----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, Q3NvDih4YCUuEQ+gV2eaWZrXKF8WV8wUcoMM4XQoJM0MevjyRzDvcQxS7NjFm0E+ SmQgoZR6yQm158KCbwMQ5A== 0000109758-98-000016.txt : 19980701 0000109758-98-000016.hdr.sgml : 19980701 ACCESSION NUMBER: 0000109758-98-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980630 EFFECTIVENESS DATE: 19980630 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: 333-58145 FILM NUMBER: 98658207 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 June 30, 1998 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) CERIDIAN CORPORATION SAVINGS-RELATED SHARE OPTION PLAN (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 Title of Securities Proposed maximum Proposed maximum Amount to be Amount to offering price aggregate of regis- registered be registered per share offering price tration fee Common Stock, $0.50 par value 500,000 shares $56.50 $28,250,000 $8,334 (1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Act"), this Registration Statement also covers an indeterminate number of additional shares that may be offered or issued as a result of the anti-dilution provisions of the above-referenced plan. (2) 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 June 23, 1998. (3) Consistent with Rule 429(b) under the Act, the 500,000 shares being registered hereunder were not utilized under and are being carried forward from the Registrant's Registration Statement on Form S-4 (File No. 33-56351), and the entire $8,334 registration fee associated with these shares was previously paid with the earlier Registration Statement on Form S-4. 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) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; (3) 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 (4) 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 826 shares of the Company's common stock as well as options to acquire 20,000 shares of such stock. 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 1 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 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 3.01 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)). 3.02 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)). 3.03 Bylaws of Ceridian Corporation, as amended. 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 Ceridian Corporation Employee Stock Purchase Plan (Amended as of May 22, 1998). 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 June 30, 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 June 30, 1998 by the following persons in the capacities indicated. /s/ Lawrence Perlman /s/ Richard G. Lareau Lawrence Perlman Richard G. Lareau, Director Chairman and Chief Executive Officer (Principal Executive Officer and Director) /s/ Ronald T. LeMay ` Ronald T. LeMay, Director /s/ J.R. Eickhoff J. R. Eickhoff /s/ George R. Lewis Executive Vice President George R. Lewis, Director and Chief Financial Officer (Principal Financial Officer) /s/ Charles Marshall /s/ Loren D. Gross Charles Marshall, Director Loren D. Gross Vice President and Corporate Controller (Principal Accounting Officer) Ronald A. Matricaria, Director /s/ Carole J. Uhrich Carole J. Uhrich, Director /s/ Ruth M. Davis Ruth M. Davis, Director /s/ Richard W. Vieser Richard W. Vieser, Director /s/ Robert H. Ewald /s/ Paul S. Walsh Robert H. Ewald, Director Paul S. Walsh, Director 4 EXHIBIT INDEX Exhibit Description Code 3.01 Restated Certificate of Incorporation of Ceridian Corporation IBR 3.02 Certificate of Amendment of Restated Certificate of Incorporation of Ceridian Corporation IBR 3.03 Bylaws of Ceridian Corporation, as amended E 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) 24.01 Power of Attorney (included on page 4 of this Registration Statement) 99.01 Ceridian Corporation Employee Stock Purchase Plan (Amended as of May 22, 1998) E Legend: E Electronic Filing IBR Incorporated by Reference 5 EX-3.03 2 EXHIBIT 3.03 EXHIBIT 3.03 BYLAWS OF CERIDIAN CORPORATION A DELAWARE CORPORATION (As amended through 5/21/98) ARTICLE I OFFICES The registered office of Ceridian Corporation (the "Corporation") in the State of Delaware shall be located in the City of Wilmington, County of New Castle. The executive offices of the Corporation shall be located in the City of Bloomington, County of Hennepin, State of Minnesota. The Corporation may have such other offices, either within or without the States of Delaware and Minnesota, as the Board of Directors may designate or as the business of the Corporation may require from time to time. ARTICLE II STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders shall be held for the purpose of electing directors at such date, time and place, either inside or outside of the State of Delaware, as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Chairman, by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 3. Place of Meeting. Meetings of stockholders shall be held at such place as may be designated by the person or persons calling the meeting. If no designation is so made, meetings of stockholders shall be held at the executive offices of the Corporation in Minnesota. Section 4. Notice of Meeting. Written notice stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at the address that appears on the records of the Corporation. Section 5. Fixing Date for Determination of Stockholders of Record. (A) In order to determine the stockholders entitled to notice and to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action other than stockholder action by written consent, the Board of Directors may fix, in advance, a record date, which shall not be less than 10 nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of and to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors shall elect to fix a new record date for the adjourned meeting. (B) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware or its executive offices, or to any officer or agent of the Corporation having custody of the book in which proceedings of stockholders meetings are recorded, and in each such case directed to the attention of the Secretary of the Corporation. Delivery shall be by hand or by certified mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. Section 6. Voting Lists. The officer or agent having charge of the stock transfer records for shares of the Corporation shall compile, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. This list, for a period of ten days prior to such meeting, shall be kept on file either at a place within the city where the meeting is to be held which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. Such list shall be subject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice, except that no meeting shall be adjourned for more than thirty days without further written notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Section 8. Required Vote. At all meetings of stockholders for the election of directors, a plurality of the votes of shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by express provision of the Delaware General Corporation Law, the Corporation's certificate of incorporation or these bylaws, be decided by the affirmative vote of a majority of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter in question. Section 9. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act on the stockholder's behalf by proxy, and such authority may be granted by any means authorized or permitted by express provisions of the Delaware General Corporation Law. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Section 10. Voting of Shares. Subject to Article IV of the Corporation's certificate of incorporation, each outstanding share entitled to vote shall be entitled to one vote (which shall not be divisible) upon each matter submitted to a vote at a meeting of stockholders. Section 11. No Cumulative Voting. Every stockholder shall have the right to vote in person or by proxy for the number of shares of stock held by said stockholder for each director to be elected. No cumulative voting for directors shall be permitted. Section 12. Business to be Conducted. (A) At any annual meeting of stockholders, only such business shall be conducted, and only such proposals shall be acted on, as are properly brought before the meeting. In order for business to be properly brought before the meeting, the business must be either (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (2) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (3) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 65 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 15th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and record address of the stockholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. (B) Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 12 of Article II, provided, however, that nothing in this Section 12 of Article II shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting. (C) The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 12 of Article II, and if the chairman should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. (D) At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors. Section 13. Stockholder Nomination of Directors. Not less than 50 days nor more than 75 days prior to the date of the annual meeting, any stockholder who intends to make a nomination at the annual meeting shall deliver a notice to the Secretary of the Corporation setting forth (A) as to each nominee whom the stockholder proposes to nominate for election or reelection as a director, (1) the name, age, business address and residence address of the nominee, (2) the principal occupation or employment of the nominee, (3) the class and number of shares of capital stock of the Corporation which are beneficially owned by the nominee and (4) any other information concerning the nominee that would be required, under the rules of the Securities and Exchange Commission, in a proxy statement soliciting proxies of the election of such nominee; and (B) as to the stockholder giving the notice, (1) the name and record address of the stockholder and (2) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder; provided, however, that in the event that less than 65 days' notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by the stockholder to be timely must be so delivered not later than the close of business on the 15th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such notice shall include a signed consent to serve as a director of the Corporation, if elected, of each such nominee. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. ARTICLE III BOARD OF DIRECTORS Section 1. General Powers. The affairs, property and business of the Corporation shall be managed by its Board of Directors. Section 2. Number, Tenure and Qualifications. Except as otherwise provided in the Corporation's certificate of incorporation, the number of directors of the Corporation shall be as determined from time to time by resolution of the Board of Directors. Each director shall hold office until the next annual meeting of stockholders and until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or stockholders of the Corporation. Section 3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places inside or outside the State of Delaware and at such times as the Board of Directors may from time to time determine by resolution, and if so determined notices thereof need not be given. Section 4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place inside or outside the State of Delaware whenever called by or at the request of the Chairman or any two directors. The person or persons who call or request a special meeting of the Board of Directors may fix the time and place for holding such special meeting. Section 5. Notice. Notice of any special meeting shall be delivered at least two hours previously thereto by written notice delivered personally or mailed to each director at his or her business address, or by telecopy, facsimile or electronic mail. If mailed, such notice shall be deemed to be delivered on the third business day after it is deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telecopy, facsimile or electronic mail, such notice shall be deemed to be delivered upon transmission by sender to the addressee's telecopier, facsimile machine or computer. Any director may waive notice of any meeting. The attendance of a director at a meeting, in person or by telephone as provided by law, shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 6. Quorum. At any meeting of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, but if less than such majority is present at a meeting, in person or by telephone as provided by law, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 8. Vacancies. Except as otherwise provided in the Corporation's certificate of incorporation, any vacancy occurring in the Board of Directors by reason of death, resignation, disqualification or other cause, or resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall hold office until the next annual meeting of stockholders and until a successor shall have been elected and qualified. Section 9. The compensation of directors shall be fixed by resolution of the Board of Directors. Such resolution shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 10. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 11. Action by Directors in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof including the Executive Committee, may be taken without a meeting if all members of the Board or committee as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 12. Chairman of the Board of Directors. The Board of Directors may, in its discretion, elect a Chairman, who shall perform such duties as may be assigned by the Board of Directors from time to time, and shall, when present, preside at all meetings of the stockholders and of the Board of Directors. The Chairman shall serve in such capacity at the pleasure of the Board of Directors or until his or her earlier resignation or death. Section 13. Chairman Emeritus. The Board of Directors may, in its discretion, appoint any person who has served as, but no longer is, a director of the Corporation to the position of director emeritus. A director emeritus shall serve at the pleasure of the Board of Directors, and shall provide such advice and counsel to the Board of Directors as may be requested by the Chairman. A director emeritus may attend meetings of the Board of Directors, but shall not vote at such meetings. Where such a person is also a former Chairman of the Board, he or she may also be named chairman emeritus. ARTICLE IV EXECUTIVE COMMITTEE The Board of Directors may elect an Executive Committee, to serve at the pleasure of the Board, consisting of at least three members of the Board of Directors. The Chairman of the Board of Directors and the Chief Executive Officer, if other than the Chairman, shall be members of the Executive Committee, and the Chairman of the Board of Directors shall be chairman of such committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all of the powers of the Board of Directors, which may by law be exercised by the Executive Committee, to manage the business and affairs of the Corporation, including the power to authorize the issuance of capital stock of the Corporation, provided that the Executive Committee shall not have the power to authorize transactions it determines to involve consideration of more than fourteen million dollars. These limitations shall not apply to situations the Executive Committee, in its discretion, determines to be emergencies requiring its immediate action. The Executive Committee is specifically authorized to approve and adopt a certificate of ownership and merger on behalf of the Corporation pursuant to Section 253 of the Delaware General Corporation Law. All actions by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision and alteration by the Board, provided that no rights of third parties shall be affected by such revision or alteration. Vacancies in the Executive Committee shall be filled by the Board of Directors. A majority of the members of the Executive Committee shall be necessary to constitute a quorum and in every case the affirmative vote of a majority of the members of the Executive Committee shall be necessary for the taking of any action. The Executive Committee shall fix its own rules of procedure. It shall meet as provided by such rules or by resolution of the Board of Directors or by call of any member of the Committee. ARTICLE V OFFICERS Section 1. Number. The officers of the corporation shall be a Chief Executive Officer, a President, and one or more Vice Presidents (the number and types thereof to be determined by the Board of Directors), a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors or the Chief Executive Officer may also elect or appoint such other officers as it may deem necessary or desirable. Any person may hold more than one office at one time. Section 2. Election and Term of Office. The officers of the Corporation shall be elected at such times as the Board of Directors shall determine and shall hold office at the pleasure of the Board of Directors or until their earlier death or resignation. Removal of an officer by the Board of Directors shall be without prejudice to his or her contract rights, if any. Section 3. Chief Executive Officer. The Chief Executive Officer, subject to the provisions of these bylaws and to the direction of the Board of Directors, shall have ultimate authority for decisions relating to the general management and control of the business and affairs of the Corporation. The Chief Executive Officer shall perform such other duties as may be assigned by the Board of Directors from time to time and shall, in the absence of the Chairman of the Board of Directors, preside at all meetings of the stockholders and of the Board of Directors. Section 4. President. The President shall be the chief operating officer and, subject to the provisions of these bylaws and to the direction of the Board of Directors and the Chief Executive Officer, shall have such powers and shall perform such duties as may be assigned by the Board of Directors or by the Chief Executive Officer from time to time. Section 5. The Vice Presidents. Each Vice President shall have such powers and shall perform such duties as may be assigned to the Vice President by the Board of Directors or by the Chief Executive Officer from time to time. Section 6. The Secretary and Assistant Secretaries. The Secretary shall keep the minutes of the stockholders' and Board of Directors' meetings; see that all notices are duly given in accordance with the provisions of law and of these bylaws; be custodian of the corporate records and of the seal of the Corporation; keep or cause to be kept a register of the mailing address of each stockholder; have general charge of the stock transfer records of the Corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board of Directors or by the Chief Executive Officer. An Assistant Secretary shall have such powers and shall perform such duties as may be assigned by the Board of Directors, the Chief Executive Officer or the Secretary from time to time. Section 7. The Treasurer and Assistant Treasurers. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation for safekeeping in appropriate banks, trust companies or other depositories; and in general perform all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the Board of Directors or by the Chief Executive Officer. An Assistant Treasurer shall have such powers and shall perform such duties as may be assigned by the Board of Directors, the Chief Executive Officer or the Treasurer from time to time. ARTICLE VI INDEMNITY Section 1. Indemnification Rights. To the maximum extent permitted by law, the Company shall indemnify any Eligible Person (as defined below) (including such person's heirs, executors and personal representatives) against any and all Amounts (as defined below) incurred or imposed in connection with, or which result from, any Proceeding (as defined below) (other than a proceeding initiated by such person) in which such person is or may become involved by reason of being an Eligible Person. Section 2. Advancement of Expenses. In connection with any Proceeding, the Company may advance Expenses (as defined below) to any Eligible Person upon receipt of an undertaking by or on behalf of such person to repay such advance if it shall ultimately be determined that such person is not entitled to indemnification by the Company. Section 3. Rights Not Exclusive. The rights provided in this Article shall not be deemed exclusive of any other right or rights to which any Eligible Person may be entitled under any agreement, vote of stockholders, or otherwise. Section 4. Definitions. For purposes of this Article: (A) "Amounts" shall include judgments, penalties, fines, amounts paid in settlement, and Expenses. (B) "Company" shall mean the Corporation and any corporation at least a majority of whose voting securities having ordinary voting power for the election of directors (other than securities having such voting power only by reason of the occurrence of a contingency) which is, at the time of alleged events giving rise to the Proceeding, owned by the Corporation and/or one or more of its majority-owned subsidiaries. (C) "Eligible Person" shall mean: (1) A director, officer or employee of the Company; or (2) A director, officer or employee of the Company who at the specific written request or resolution of the Board of Directors of the Corporation is, at the time either of the Proceeding and/or of the alleged events giving rise to the Proceeding, serving as a director, officer or employee of any other company, partnership, joint venture, trust, employee benefit plan or other enterprise; or (3) A fiduciary or co-fiduciary of an employee benefit plan of the Company as those terms are defined in the Employee Retirement Income Security Act of 1974. (D) "Expenses" shall mean all reasonable attorneys' fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or preparing to be a witness in a Proceeding. (E) "Proceeding" shall include any actual, threatened or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing, or other formal claim that could result or has resulted in personal liability, whether civil, criminal, administrative or investigative. ARTICLE VII INDEMNIFICATION AGREEMENTS The Corporation shall have the express authority to enter into such agreements as the Board of Directors deems appropriate for the indemnification of present or future directors and officers of the Corporation in connection with their service to, or status with, the Corporation or any other corporation, entity or enterprise with whom such person is serving at the express written request of the Corporation. ARTICLE VIII CERTIFICATES FOR SHARES AND THEIR TRANSFER Section 1. Certificates for Shares. Such certificates shall be signed by the Chairman or Chief Executive Officer and by the Treasurer or Secretary or by any other officers determined by the Board of Directors in accordance with law. Section 2. Transfer of Shares. Where shares of the Corporation are presented to the Corporation with a request to register transfer, the Corporation shall register the transfer as requested if the certificate representing such shares is endorsed by the appropriate person or persons, reasonable assurance is given that those endorsements are genuine, the Corporation has no duty to inquire into adverse claims or has discharged that duty, applicable law relating to the collection of taxes has been complied with, and the transfer is in fact rightful or is to a bona fide purchaser. ARTICLE IX FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December, next succeeding. ARTICLE X DIVIDENDS The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Corporation's certificate of incorporation. ARTICLE XI SEAL The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of incorporation, 1912, the state of incorporation and the words, "Corporate Seal." ARTICLE XII WAIVER OF NOTICE Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of these bylaws or under the provisions of the Corporation's certificate of incorporation, or under the provisions of the Delaware General Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XIII AMENDMENT These bylaws may be altered, amended or rescinded and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors. EX-5.01 3 EXHIBIT 5.01 EXHIBIT 5.01 June 30, 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 500,000 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 Savings- Related Share Option Plan and which is to be filed with the Securities and Exchange Commission on June 30, 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 Plan referred to in the Registration Statement, will be validly issued, fully paid and non-assessable. 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-23.01 4 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. KPMG Peat Marwick LLP Minneapolis, Minnesota June 30, 1998 EX-99 5 EXHIBIT 99.01 EXHIBIT 99.01 CERIDIAN CORPORATION SAVINGS-RELATED SHARE OPTION PLAN Inland Revenue Reference: SRS 2055 Adopted by the Company on ( ) Approved by the Inland Revenue on ( ) KPMG Tax Advisers 1 Puddle Dock LONDON EC4V 3PD Ref. mac//673/ss RULES OF THE CERIDIAN CORPORATION SAVINGS-RELATED SHARE OPTION PLAN INDEX Page 1. Definitions 2 2. Invitation to apply for Options 10 3. Scaling Down 11 4. Grant of Options 12 5. Limitations on Grant 13 6. Exercise of Options 13 7. Take-overs, Reconstructions and Liquidations 15 8. Variation of Share Capital 17 9. Manner of Exercise of Options 18 10. Administration and Amendment 19 11. Compliance with Laws and Regulations 20 12. Loss of Office or Employment 20 RULES OF THE CERIDIAN CORPORATION SAVINGS-RELATED SHARE OPTION PLAN 1. Definitions 1.1 In these Rules the following words and expressions shall have, where the context so admits, the following meanings: "Accounting Period" - an accounting reference period of the Company; "Act" - the Income and Corporation Taxes Act 1988; "Acquiring Company" - where the conditions of paragraph 15 of Schedule 9 are met, either such company as shall be at any time the "Acquiring Company" as defined in that paragraph, or some other company falling within sub-paragraph (b) or sub-paragraph (c) of paragraph 10 of Schedule 9 in relation to the Acquiring Company over whose shares an Option has been granted; "Administrator" - an Administrator appointed by the Committee "Adoption Date" - the date on which the Plan is adopted by resolution of the Company; "Application" - an application for an Option in the form as approved by the Committee from time to time; "Approval Date" - the date upon which the Board of Inland Revenue approves the Plan; "Associated Company"- has the same meaning as in section 416 of the Act; "Auditors" - the auditors for the time being of the Company (acting as experts and not as arbitrators); "Board" - the Board of directors of the Company or a committee of the Board; "Bonus Date" - where repayments under the relevant Savings Contract are taken as including the Maximum Bonus, the earliest date on which the Maximum Bonus is payable and in any other case the earliest date on which a bonus is payable under the relevant Savings Contract; "Committee" - a duly constituted committee of the Board delegated with the authority to consider the remuneration of Group Employees; "Company" - Ceridian Corporation incorporated under the laws of Delaware in the United States of America or save for Rules 2, 3, 4, 5 and 10.2 the Acquiring Company; "Control" - has the same meaning as in section 840 of the Act; "Date of Grant" - the date on which an Option is, was or is to be granted to an Eligible Employee under the Plan, pursuant to Rule 4.1, or on which an Option is or was treated as being granted pursuant to Rule 4.2; "Dealing Day" - a day on which the Stock Exchange is open for the transaction of business; "Eligible Employee" - any Group Employee who: a)(i) in the case of a director, normally devotes 25 hours or more per week to his duties (exclusive of meal breaks); and (a)(ii) is chargeable to tax in respect of his employment or office under Case I of Schedule E; and (a)(iii) is employed by any Group Company on the date on which the Grantor grants an Option pursuant to Rule 4.1 below or has been continuously employed with any Group Company for a longer period at such date (such longer period not to exceed 5 years as at such date) as the Committee may stipulate for all Options granted on any one occasion (and for the avoidance of doubt periods of service with any such company prior to its becoming a Group Company shall be disregarded); unless, at its discretion, the Committee has specifically resolved that for all Options granted on any one occasion all or any of the above conditions shall be waived; and (b) has been nominated by the Committee either individually or as a member of a category of directors or employees for participation in the Plan; and (c) is not prohibited from participating by tile provisions of Paragraph 8 of Schedule 9; "Exercise Price" - the price at which an Eligible Employee may acquire a Share on the exercise of an Option being, subject to Rule 7.2 and Rule 8, not less than the greater of: (i) the nominal value of a Share; (ii) and 80 percent or such other percentage as is for the time being permitted by statute or other statutory provision of the Market Value of a Share on the day the Invitation was issued pursuant to Rule 2 if the Exercise Price is specified in the Invitation or, if the Exercise Price is notified to the Eligible Employees after the Invitations are issued but before the Options are granted, on the day the Eligible Employees are so notified, and for the avoidance of doubt the Exercise Price may in the Committee's discretion be set at a percentage of Market Value which is higher than 80%; "Group" - the Company and any other company which is a Subsidiary of the Company and which is for the time being nominated by the Board to be a participating company under the Plan and the phrase "Group Company" shall be construed accordingly; "Group Employee" - a director or employee of any and all Group Companies; "Injury or Disability" - the cessation of employment or office by reason of injury or disability provided the Committee are satisfied, on production of such evidence as it may reasonably require: (i) that the individual has ceased to exercise and, by reason of injury or disability, is incapable of exercising that office or employment; and (ii) that the individual is likely to remain so incapable for the foreseeable future; "Invitation" - a letter of invitation to participate in the Plan in a form approved by the Committee and capable of amendment by the Committee from time to time if Inland Revenue approval is obtained for any such amendment; "Market Value" - an amount equal to the closing market price per Share as reported on the New York Stock Exchange Composite Tape on that date (or if no shares were traded or quoted on Such date the next preceding date on which there was such a trade or quote) as converted to pounds sterling by reference to the Financial Times spot exchange rate for the date the Invitation is issued or, if later, the date the Eligible Employees are notified of the Exercise Price; "Maximum Bonus" - the bonus payable to the Option Holder at the maturity of a Savings Contract which matures after seven years; "New Option" - an option over shares in the Acquiring Company meeting the requirements of sub-paragraphs 15(3)(a) to (d) of Schedule 9, granted in consideration for the release of a Subsisting Option within the "appropriate period" (as defined by paragraph 15(2) of Schedule 9); "Nominated Savings Authority" - the savings authority or the savings authorities (as the case may be) nominated by the Company for the purposes of the Plan; "Option" - a right to acquire Shares granted or to be granted pursuant to Rules 4.1 or 4.2; "Option Certificate"- an option certificate appropriate to the Grantor in a form approved by the Committee from time to time; "Option Holder" - a person who has been granted an Option or (where the context admits) his legal personal representative(s); "Option to Subscribe"- an Option to subscribe for Shares granted by the Company; "Other Plan" - any Plan (other than this Plan) being any savings- related share option Plan approved under Schedule 9; "this Plan" - this Ceridian Corporation Savings-Related Share Option Plan constituted and governed by the Rules; "Redundancy" - the cessation of employment or office by reason of redundancy within the meaning of the Employment Rights Act 1996; "Retirement" - the cessation of employment or office by reason of retirement either at the Specified Age or any other age at which the individual is bound to retire in accordance with the terms of his contract of employment; "Rules" - tile rules of the Plan as the same may be amended from time to time; "Savings Contract" - a 3 or 5 year contract under a certified contractual savings scheme (within the meaning of section 326 of the Act) entered into by an Eligible Employee with a Nominated Savings Authority and which has been approved by the Board of Inland Revenue for the purposes of Schedule 9; "Schedule 9" - Schedule 9 to the Act; "Share" - the common stock of the Company, par value $0.50 per share which is within the meaning of ordinary share capital in section 832(l) of the Act; "Specified Age" - age 60; "Standard 3 Year Bonus" - the bonus payable to the Option Holder under a Savings Contract which matures after three years; "Standard 5 Year Bonus" - the bonus payable to the Option Holder under a Savings Contract which matures after five years; "Stock Exchange" - The New York Stock Exchange; "Subsidiary" - a company which is under the Control of the Company and which is a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985; "Subsisting Option" - an Option which has been granted and which has not lapsed, been surrendered, renounced or been exercised in full; 1.2 In these Rules, except insofar as the context otherwise requires: (i) words denoting the singular shall include the plural and vice versa; (ii)words importing a gender shall include every gender and references to a person shall include bodies corporate and unincorporated and vice versa; (iii)reference to any enactment shall be construed as a reference to that enactment as from time to time amended, modified, extended or re-enacted and shall include any orders, regulations, instruments or other sub-ordinate legislation made under the relevant enactment; (iv) words have the same meanings as in Schedule 9 unless the context otherwise requires; and (iv) headings and captions are provided for reference only and shall not be considered as part of the Plan. 2. Invitation to apply for Options 2.1 At any time after the Approval Date but not later than the tenth anniversary of the Adoption Date, the Committee may at any time invite every Eligible Employee by issuing an Invitation to apply for the grant of an Option providing that at the intended Date of Grant the Shares satisfy the conditions of paragraphs 10 to 14 inclusive of Schedule 9. 2.2 Each Invitation shall specify: (i) the date, being not less than 14 days after the issue of the Invitation, by which an application must be made; (ii) whether or not the Eligible Employee may take out a 3 or 5 year Savings Contract; (iii)the Exercise Price or the method by which the Exercise Price will be notified to Eligible Employees prior to the proposed Date of Grant and for the avoidance of any doubt any such notification shall be made not less than 5 days before the date on which all application must be made; (iv) whether or not for the purpose of determining the number of Shares over which an Option is to be granted, the repayment under the Savings Contract is to be taken: (a) as including the Maximum Bonus; (b) as including only the Standard 5 Year Bonus or the Standard 3 Year Bonus; (c) as not including a bonus. (v) the maximum permitted aggregate monthly savings contribution being the lesser of the maximum amount specified in Paragraph 24 of Schedule 9 or such other maximum as may be determined by the Committee, and be permitted by the Board of the Inland Revenue pursuant to Schedule 9 and by the Nominated Savings Authority; and the Committee may determine and include in the Invitations details of the maximum number of Shares over which Options may be granted on that occasion and a statement that in tile event of excess Applications, each Application may be scaled down in accordance with the Rules. 2.3 Each Invitation shall be accompanied by an Application which shall provide for the applicant to state: (i) the monthly savings contribution being a multiple of #l and not less than #5 which he wishes to make under the related Savings Contract; (ii) whether or not he wishes to take out a 3 or 5 year Savings Contract; (iii)that his proposed monthly savings contribution, when added to any monthly savings contributions then being made under any other Savings Contract linked to an Option granted under the Plan or any Other Plan will not exceed the maximum permitted aggregate monthly savings contribution specified in the Invitation; (iv) his election as to whether for the purpose of determining the number of Shares over which an Option is to be granted, the repayment under the Savings Contract is to be taken as including the Maximum Bonus, the Standard 5 Year Bonus, or the Standard 3 Year Bonus or as not including a bonus; and shall authorize the Administrator to enter on the Savings Contract such monthly savings contributions, not exceeding the maximum stated on the Application, as shall be determined pursuant to Rule 3 below. 2.4 Each Application shall be deemed to be for an Option over the largest whole number of Shares which can be bought at the Exercise Price with the expected repayment under the related Savings Contract at the Bonus Date. 3. Scaling Down 3.1 If the Administrator receives valid Applications over an aggregate number of Shares which exceeds the amount stated pursuant to Rule 2.2 or any limitation determined pursuant to Rule 5 below in respect of Invitations issued on any day, then the following steps shall be carried out successively to the extent necessary to eliminate the excess: (i) each election for a Maximum Bonus to be included in the repayment under the Savings Contract shall be deemed to be an election for the Standard 5 Year Bonus to be included; (ii) each election for a Standard 5 Year Bonus or a Standard 3 Year Bonus to be included in the repayment under the Savings Contract shall be deemed to be an election for the bonus to be excluded; (iii)the excess over #5 of the monthly savings contribution chosen by each applicant shall be reduced pro rata to the extent necessary; (iv) applications will be selected by lot, each based on a monthly savings contribution of #5 and the inclusion of no bonus in the repayment under the Savings Contract. 3.2 If after applying the provisions of Rule 3.1(i) to (iii) inclusive the number of Shares available is still insufficient to enable an Option based on monthly savings contributions of E5 to be granted to each Eligible Employee who made a valid Application the Committee may, as an alternative to selecting by lot as in (iv) above, determine in its absolute discretion that no Options shall be granted. 3.3 If the Committee so determines the provision in Rule 3. 1 (i) to (iv) inclusive may be modified or applied in any manner as may be agreed in advance with the Inland Revenue. 3.4 Each Application shall be deemed to have been modified or withdrawn in accordance with the application of the foregoing provisions and the Administrator shall complete or procure the completion of each Savings Contract proposal form to reflect any reduction in monthly savings contributions resulting therefrom. 4. Grant of Option 4.1 Within 30 days of the first day Invitations are issued (or of the date on which Eligible Employees are notified of the Exercise Price where such notification is made after Invitations are issued) or within 42 days of that day when Rule 3 applies and Options cannot be granted within the 30 day period, the Committee shall grant to each applicant who is still an Eligible Employee and is not precluded from participation in the Plan by virtue of Paragraph 8 of Schedule 9 an Option over the number of Shares for which, pursuant to Rule 2.4 and subject to Rule 3, he is deemed to have applied. 4.2 Where the circumstances noted in Rule 7.2 apply New Options may be granted within the terms of paragraph 15(l) of Schedule 9 in consideration for the release of Options previously granted under this Plan. Such New Options are deemed to be equivalent to the old Options and to have been granted within the terms of this Plan. 4.3 No Option may be transferred, assigned or charged and any purported transfer, assignment or charge shall be void ab initio. Each Option Certificate shall carry a statement to this effect. For the avoidance of doubt, this Rule 4.3 shall not prevent the Option of a deceased Option Holder being exercised by his personal representative(s) within the terms of these Rules. 4.4 As soon as possible after Options have been granted the Administrator shall issue an Option Certificate specifying the Date of Grant, the number of Shares subject to Option and the Exercise Price. 5. Limitations on Grant Before Invitations are issued on any occasion, the Committee may determine a limit on the number of Shares which are to be available in respect of that issue of Invitations. 6. Exercise of Options 6.1 Subject to each of the succeeding sections of this Rule 6 and Rule 9 any Subsisting Option may be exercised by the Option Holder or, if deceased, by his personal representatives in whole or in part at the time of or at any time following the occurrence of the earliest of the following events: (i) the Bonus Date; (ii) the death of the Option Holder; (iii) upon the Option Holder ceasing to be a director or employee of the Group where that cessation was by reason of Injury or Disability, Redundancy or Retirement; (iv) an opportunity to exercise the Option pursuant to Rule 7; (v) upon the Option Holder ceasing to be a Group Employee, where that cessation was by reason only that the Company has ceased to have Control of such company, or that tile office or employment relates to a business or part of a business which is transferred to a person who is neither an associated company (within the meaning of section 416 of the Act) of the Company nor a company of which the Company has Control; (vi) the relevant Bonus Date, where the Option Holder holds an office or employment in a company which is not a Group Company but which is: (a) an Associated Company of the Company; or (b) a company of which the Company has control. 6.2 No Option may be exercised by an Option Holder at any time when he is, or by the personal representatives of an individual who at the date of his death was, precluded by paragraph 8 of Schedule 9 from participating in the Plan. 6.3 An Option shall lapse and become thereafter incapable of exercise on the earliest of the following events: (i) except where the Option Holder has died, the expiry of six months following the Bonus Date; (ii) where the Option Holder died within six months following the Bonus Date, the first anniversary of the Bonus Date; (iii)where the Option Holder has died before the Bonus Date, the first anniversary of his death; (iv) unless the Option Holder has died, on the expiry of six months after the Option has become exercisable by virtue of Paragraph (iii) and (v) of Rule 6.1; (v) save in the circumstances in Rule 6.1 (ii), (iii), (iv) and (v) above, and subject to Rule 6.5, immediately following the Option Holder ceasing to be a Group Employee; (vi) the expiry of six months after the Option has first become exercisable in accordance with Rule 7, (vii)the Option Holder being adjudicated bankrupt; (viii) upon the Option Holder giving notice, (or under the terms of his Savings Contract being deemed to have given notice), to the Nominated Savings Authority that he intends to stop paying monthly contributions under his Savings Contract prior to the date upon which a right to exercise the Option shall arise; and (ix) on the winding up other than a voluntary winding up of the Company. 6.4 If an Option Holder continues to be employed by a Group Company after the date on which he reaches the Specified Age he may exercise any Subsisting Option within six months following that date. 6.5 No person shall be treated for the purposes of this Rule 6 as ceasing to be a Group Employee until he is no longer a director or employee of the Company, any Associated Company or a company of which the Company has Control. 7. Take-overs, Reconstructions and Liquidations 7.1 If any person obtains Control of the Company as a result of making: (i) a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by him) which is unconditional or which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or (ii) a general offer to acquire all the shares (other than shares which are already owned by him) in the Company which are of the same class as Shares subject to a Subsisting Option then the Committee shall notify all Option Holders as soon as is practicable of the offer in accordance with Rule 10.4. Any Subsisting Option may be exercised from the date of tile receipt of that notification up to the expiry of a period ending six months from the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied. 7.2 If as a result of tile events specified in Rule 7.1 an Acquiring Company has obtained Control of the Company, the Option Holder i-nay, if the Acquiring Company so agrees, release any Subsisting Option he holds in consideration for the grant of a New Option. A New Option issued in consideration of tile release of an Option shall be evidenced by an Option Certificate which shall import the relevant provisions of these Rules. A New Option shall, for all other purposes of this Plan, be treated as having been acquired at the same time as the corresponding released Option and the definition of Date of Grant shall be construed accordingly. 7.3 If the Company passes a resolution for voluntary winding up, any Subsisting Option may be exercised within 6 months of the passing of the resolution. 7.4 The periods of exercisability under Rule 6. 1 (iv) and the date of lapse under Rule 6.3 (vi) are those of whichever of the pre-conditions of Rules 7.1 or 7.3 are first achieved. The subsequent achievement of any other pre-conditions will not cause a period of exercisability to begin nor a date of lapse to arise. 7.5 For the purpose of this Rule 7 other than Rule 7.2 a person shall be deemed to have obtained Control of a Company if he and others acting in concert with him have together obtained Control of it. 7.6 The exercise of an Option pursuant to the preceding provisions of this Rule 7 shall be subject to the provisions of Rule 9. 7.7 A New Option shall not be exercisable by virtue of the event pursuant to which it was granted. 8. Variation of Share Capital 8.1 In the event of any variation of the share capital of tile Company, including, but Without prejudice to tile generality of the preceding words, any capitalization or rights issue or any consolidation, sub-division or reduction of capital by tile Company, the number and nominal amount of Shares Subject to any Option and the Exercise Price may be adjusted (including retrospective adjustments) by the Committee in such manner as is fair and reasonable provided that: (i) the aggregate amount payable on tile exercise of an Option in full is neither materially changed nor increased beyond the expected repayment under the Savings Contract at the Bonus Date; (ii) the Exercise Price for a Share subject to an Option to Subscribe is not reduced below its nominal value unless (and to the extent that) the Company is authorized to capitalize from its undistributed profits or reserves upon the exercise of such Option an amount equal to the difference between the aggregate Exercise Price and the aggregate nominal value of the Shares to be issued upon such exercise and to apply such sum in paying LIP the difference; (iii)at any time when the Plan remains approved by the Inland Revenue no adjustment shall take effect without the prior approval of the Board of Inland Revenue; and (iv) at any time when the Plan remains approved by the Inland Revenue following the adjustment the Shares continue to satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9. Such variation shall be deemed to be effective, once Inland Revenue approval has been given, from the record date at which the respective variation applied to other shares of the same class as the Shares. Any Options exercised within that period shall be treated as exercised with the benefit of the variation confirmed by the Auditors. 8.2 If an adjustment is made pursuant to Rule 8.1 above with the intention that the Plan shall cease to be approved by the Inland Revenue, the Company shall immediately notify the Inland Revenue. 8.3 Tile Administrator shall take Such steps as lie considers necessary to notify Option Holders of any adjustment made under Rule 8.1 and may call in, cancel, endorse, issue or reissue any Option Certificate consequent upon such adjustment. 9. Manner of Exercise of Options 9.1 No Option may be exercised whilst the Plan is and is intended to remain approved by the Inland Revenue unless the Shares satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9. 9.2 An Option may only be exercised over the number of Shares which may be acquired with the sum obtained by way of payment under the related Savings Contract. 9.3 An Option shall be exercised by the Option Holder, or as the case may be by his personal representatives, delivering a notice in writing to the Treasurer of the Company, detailing the number of Shares in respect of which he wishes to exercise the Option accompanied by the appropriate payment (which shall not exceed the sum obtained by way of repayment under the related Savings Contract) or authority to the Company to withdraw and apply monies from the Savings Contract to acquire the Shares over which the Option is to be exercised and the relevant Option Certificate and shall be effective on the date of its receipt by the Treasurer of the Company. 9.4 The number of Shares specified in the notice of exercise given in accordance with Rule 9.3 shall be allotted and issued to the participant or at his discretion (if such participant shall have given notice that he wishes to sell some or all of the Shares so acquired) immediately following such acquisition within 30 days of the date of exercise and the Company shall arrange for the delivery of a definitive share certificate in respect thereof or, as the case may be, the appropriate changes to the books of the Company to reflect such allotment and issue of Shares. Save for any rights determined by reference to a record date preceding the date of allotment or transfer, such Shares shall rank pari passu with the other Shares of the same class in issue at the date of allotment or transfer. 9.5 When an Option is exercised only in part, it shall lapse to the extent of the unexercised balance. 9.6 For the purpose of Rules 9.2 and 9.3 above, any repayment under the Savings Contract shall exclude the repayment of any contribution the due date for payment of which falls after the date oil which repayment is made unless provided for in the terms of the Savings Contract. 10. Administration and Amendment 10.1 The Plan shall be administered by the Committee in conjunction with the Administrator and the Committee's decision on all disputes shall be final save where the Rules require the concurrence of the Auditors. 10.2 The Board may from time to time amend these Rules provided that: (i) no amendment may materially affect an Option Holder as regards an Option granted prior to the amendment being made unless 75% of such Option Holders consent in writing to such amendment; (ii) no amendment may be made which would make the terms on which Options may be granted materially more generous or would increase the limits specified in Rule 5 without the prior approval of the Board; (iii)no amendment may be made to the advantage of participants without the prior approval of the Board in general meeting (except for minor amendments to benefit the administration of the Plan or to take account of a change in legislation and amendments to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the Plan, the Company or for Group Companies); (iv) no amendment shall have effect until approved by the Board of Inland Revenue whilst the Plan is and is intended to remain approved by the Inland Revenue pursuant to Schedule 9; and (v) no amendment made with the intention that the Plan shall cease to be approved by the Inland Revenue shall take effect unless at the same time the Inland Revenue is notified of such amendment. 10.3 The cost of establishing and operating the Plan shall be borne by the Group Companies in such proportions as the Board shall determine. 10.4 Any notice or other communication under or in connection with the Plan may be given by the Company either personally or by post, and to the Company either personally or by post for the attention of : Corporate Treasury, Ceridian Corporation, 8100 34th Avenue South, Minneapolis, Minnesota 55425; items sent by airmail post shall be pre-paid and shall be deemed to have been received 7 days after posting and items sent by pre- paid Federal Express or similar shall be deemed to have been received 5 days after posting. 10.5 The Company shall at all times keep available sufficient authorized and unissued Shares to satisfy the exercise to the full extent of all Subsisting Options, taking account of any other obligations of the Company to issue unissued shares of the same class as Shares. 11. Compliance with Laws and Regulations 11.1 The exercise of any Subsisting Option and the issuance or transfer of Shares pursuant to Rule 9 shall be subject to compliance by the Company and by the Option Holder with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Shares of the Company may be listed at the time of such exercise by the Option Holder. 11.2 Prior to exercise of an Option, the Company may request the Option Holder to execute and deliver to the Company such representations in writing in order that the Company and the Option Holder comply with the applicable requirements of federal and state securities law. 12. Loss of Office or Employment The rights and obligations of any individual under the terms of his office or employment with any Group Company shall not be affected by his participation in the Plan or any right which he may have to participate therein, and an individual who participates therein shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any Option under the Plan as a result of such termination. -----END PRIVACY-ENHANCED MESSAGE-----