-----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, BF7mdxkoHdIgV0CveWl6svl2QPSBvWRqws8hXUgb2jhXCQvyj3URzWkJ4YH9d9tB 07pb2I+B07G8j21xYDmaMQ== /in/edgar/work/20000626/0000912057-00-029774/0000912057-00-029774.txt : 20000920 0000912057-00-029774.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-029774 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-01969 FILM NUMBER: 661024 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 11-K 1 a11-k.txt 11-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1999 Commission File Number 1-1969 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN (Full title of the Plan) CERIDIAN CORPORATION (A Delaware Corporation) 3311 East Old Shakopee Road Minneapolis, MN 55425 (Name and address of principal executive office of the issuer of the securities held pursuant to the Plan) 8100 34th Avenue South, Minneapolis, Minnesota 55425 (Former name, former address and former fiscal year if changed from last report) IRS Employer Identification Number 52-0278528 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS, SCHEDULES, AND EXHIBITS FINANCIAL STATEMENTS Page Number ----------- Independent Auditors' Report 2 Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 3 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1999 and 1998 4 Notes to Financial Statements - December 31, 1999 and 1998 5 SUPPLEMENTAL SCHEDULE Schedule 1 - Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 9 SIGNATURE 10 EXHIBITS Exhibit Index 11 Exhibit 23.01 - Consent of Independent Auditors Exhibit 99.01 - Ninth Declaration of Amendment
- 1 - INDEPENDENT AUDITORS' REPORT The Board of Directors and the Retirement Committee of Ceridian Corporation: We have audited the accompanying statements of net assets available for benefits of the Ceridian Corporation Personal Investment Plan (the "Plan") as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of complying with the Department of Labor's rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and is not a required part of the basic financial statements. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/KPMG LLP Minneapolis, Minnesota June 16, 2000 - 2 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statements of Net Assets Available for Benefits December 31, 1999 and 1998 (Dollars in thousands)
1999 1998 -------- -------- Investments: Ceridian Corporation Common Stock $ 7,825 $ 12,165 T Rowe Price Funds 134,224 147,524 Loans receivable from participants 1,396 1,698 -------- -------- Total investments 143,445 161,387 Cash 38 -- Employer contributions receivable 177 858 -------- -------- Net assets available for benefits $143,660 $162,245 ======== ========
See accompanying notes to financial statements. - 3 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 1999 and 1998 (Dollars in thousands)
1999 1998 --------- --------- Additions: Additions to net assets attributed to: Net appreciation (depreciation) on fair value of investments including realized gains (losses) $ 718 $ 7,260 Interest 109 146 Dividends 10,768 9,495 --------- --------- 11,595 16,901 Contributions: Participant 5,601 5,419 Employer 1,078 1,353 --------- --------- 6,679 6,772 --------- --------- Total additions 18,274 23,673 Deductions: Benefits paid to participants 36,886 39,531 --------- --------- Net increase (decrease) before transfers (18,612) (15,858) Net transfers (to) from other plans 27 (17) --------- --------- Increase (Decrease) in net assets available for benefits (18,585) (15,875) Net assets available for benefits: Beginning of year 162,245 178,120 --------- --------- End of year $ 143,660 $ 162,245 ========= =========
See accompanying notes to financial statements. - 4 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1999 and 1998 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF PRESENTATION AND USE OF ESTIMATES The accompanying financial statements of the Ceridian Corporation Personal Investment Plan, as amended (the "Plan"), have been prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. (b) CUSTODIAN OF INVESTMENTS Under the terms of a trust agreement between T. Rowe Price Trust Company (the "Trustee") and Ceridian Corporation (the "Company"), the Trustee holds, manages and invests contributions to the Plan and income therefrom in funds selected by the Company's Retirement Committee to the extent directed by participants in the Plan. The Trustee carries its own banker's blanket bond insuring against losses caused, among other things, by dishonesty of employees, burglary, robbery, misplacement, forgery and counterfeit money. (c) INVESTMENTS Investments are stated at their approximate fair value. Investments in the Company's common stock are valued at closing prices published in the Consolidated Transaction Reporting System of the New York Stock Exchange. Investments in mutual funds are valued using daily net asset value calculations performed by the funds and published by the National Association of Securities Dealers. Loans receivable from participants are valued at principal amount which approximates fair value. Net realized gains or losses are recognized by the Plan upon the sale of its investments or portions thereof on the basis of average cost to each investment program. Purchases and sales of securities are recorded on a trade date basis. (d) COSTS AND EXPENSES Costs and expenses of administering the Plan are paid by the Company and affiliated companies who have adopted the Plan ("Adopting Affiliates"). - 5 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1999 and 1998 (2) DESCRIPTION OF THE PLAN The Plan is a defined contribution plan, qualified under Section 401(a) of the Internal Revenue Code, which includes provisions under Section 401(k) allowing an eligible participant to direct the employer to contribute a portion of the participant's compensation to the Plan on a pre-tax basis through payroll deductions. Since January 1, 1995, only those employees of the Company and Adopting Affiliates who are U.S. citizens or resident aliens paid under the U.S. domestic payroll system and participate in the Company's qualified defined benefit pension plan are eligible to participate in the Plan. The Plan is administered by the Company through its Director of Employee Benefits and through its Retirement Committee, which is appointed by the Chief Executive Officer of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). (3) PARTICIPANT ACCOUNTS AND VESTING The Trustee maintains an account for each participant, including participant directed allocations to each investment fund. Each participant's account is credited with the participant's contribution and allocations of any employer contribution and Plan earnings, less loans and withdrawals, based on the direction of the participant. Participants are immediately vested in their contributions and employer contributions, plus actual earnings thereon; therefore, there are no forfeitures. (4) CONTRIBUTIONS Participants may direct their employer to contribute to the Plan on their behalf through payroll deduction from 1% to 17% of their compensation in any pay period, subject to certain limitations. During 1999 and 1998, the Plan administrator, in accordance with the terms of the Plan, limited payroll deduction contributions on behalf of highly compensated participants to 8% of their compensation. The Internal Revenue Code limited the total salary deferral contributions of any participant year to $10,000, and provided that no participant may make salary deferral contributions to the Plan from pay in excess of $160,000 for 1999 and 1998. These amounts are subject to periodic adjustment for increases in the cost of living in accordance with Treasury regulations. The Company and Adopting Affiliates made basic monthly matching contributions totaling $901,000 in 1999 and $495,000 in 1998 and declared year-end performance matching contributions of $177,000 in 1999 and $858,000 in 1998. - 6 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1999 and 1998 The basic monthly matching contributions were determined on the basis of 50% for 1999 and 25% for 1998 of a participant's salary deferral contributions, up to a maximum of 3% of eligible compensation, and did not require the satisfaction of performance criteria. The year-end performance-based matching contribution resulted from the achievement of certain Company economic performance criteria and amounted to 30% for 1999 and 50% for 1998 of a participant's salary deferral contributions during the year, up to a maximum of 3% of eligible compensation, for participants who were employees on the last day of the respective years. (5) WITHDRAWALS Participants who are still employed by the Company or one of its Adopting Affiliates may only withdraw from their Plan account for "financial hardship," as defined by federal regulations, for total disability, or if the participant is 59 1/2 years old. Withdrawals are also permitted pursuant to a qualified domestic relations order or in the event of termination of employment, retirement or death. (6) LOANS Participants may borrow up to 50% of their salary deferral contributions and investment earnings on those contributions. Any loan must be in a multiple of $100, be at least $1,000, and not be more than $50,000 less the amount of the highest loan balance outstanding during the 12-month period that ends the day before the loan is made. Participants may not have more than two short-term (maturity of five years or less) loans and one long-term (maturity over five and not to exceed ten years) loan outstanding. The interest rate is set by the Plan administrator and is based on the prime interest rates charged by major national banks. Each loan is approved by the Plan administrator or a delegate, and the Plan Trustee maintains a loan receivable account for any participant with an outstanding loan. - 7 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1999 and 1998 (7) INCOME TAX STATUS The Plan received a favorable determination letter regarding the Plan's tax qualification dated September 7, 1995 from the Internal Revenue Service stating that the Plan continues to qualify under the provisions of Section 401(a) of the Internal Revenue Code, and that the trust established thereunder is thereby exempt from federal income taxes under Section 501(a) of the Code. The Company believes the Plan continues to operate in compliance with the applicable requirements of the Internal Revenue Code. Contributions to the Plan will not be included in the participant's taxable income for federal and, in most states, state income tax purposes until distributed or withdrawn. Each participant's portion of earnings from the investments made with contributions under the Plan generally are not taxable until distributed or withdrawn. (8) PARTY-IN-INTEREST The Trustee is a party-in-interest with respect to the Plan. In the opinion of the Trustee, transactions between the Plan and the Trustee are exempt from being considered as prohibited transactions under ERISA section 408(b). (9) INVESTMENTS The following table presents individual investment programs whose carrying values represent 5% or more of the Plan's net assets available for plan benefits at the end of each of the respective years (dollars in thousands):
--------------------------------------------------------------------------- 1999 1998 ---- ---- Ceridian Stock Fund $7,825 $12,165 New Horizons Fund 30,349 30,708 International Stock Fund 9,797 8,635 Equity Index 500 Fund 11,819 N/A New Income Fund N/A 10,309 Equity Income Fund 45,384 57,156 Summit Cash Reserves Fund 17,164 19,579 ---------------------------------------------------------------------------
- 8 - Schedule 1 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
Shares or Fair Market Description Face Value Cost Value - --------------------------------------------- ---------------- ----------------- ------------------ Ceridian Corporation Common Stock * 362,898 $6,225,250 $ 7,824,984 T. Rowe Price New Horizons Fund ** 1,102,405 21,083,891 30,349,222 T. Rowe Price International Stock Fund ** 514,805 7,019,263 9,796,734 T. Rowe Price Capital Appreciation Fund ** 325,819 4,465,906 4,075,991 T. Rowe Price Equity Index 500 Fund ** 298,772 9,791,866 11,819,425 T. Rowe Price New Income Fund ** 831,316 7,311,208 6,783,542 T. Rowe Price Balanced Fund ** 275,144 4,185,750 5,417,577 T. Rowe Price Equity Income Fund ** 1,829,275 36,842,883 45,384,307 T. Rowe Price Small-Cap Value Fund ** 194,893 3,797,747 3,434,009 T. Rowe Price Summit Cash Reserve ** 17,163,510 17,163,510 17,163,510 Loans Receivable from Participants (range of interest rates 6.0% to 9.0%) 1,395,870 1,395,870 ----------------- ------------------ $119,283,144 $143,445,171 ================= ==================
*Represents party-in-interest. **The Plan invests in T. Rowe Price mutual funds through T. Rowe Price Trust Company, which is a party-in-interest. See Independent Auditors' Report - 9 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Date: June 26, 2000 By: Ceridian Corporation its Named Fiduciary By: /s/J. H. Grierson ------------------- John H. Grierson Vice President and Treasurer - 10 - EXHIBIT INDEX
Exhibit Description Code - ------- ----------- ---- 23.01 Consent of Independent Auditors E 99.01 Ceridian Corporation Personal Investment Plan - Ninth Declaration of Amendment E
Legend: (E) Electronic Filing - 11 - EX-23.01 2 ex-23_01.txt EXHIBIT 23.01 Exhibit 23.01 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and the Retirement Committee of Ceridian Corporation: We consent to incorporation by reference in the registration statement (No. 33-56833) on Form S-8 of Ceridian Corporation of our report dated June 16, 2000, relating to the statements of net assets available for benefits of the Ceridian Corporation Personal Investment Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended and related supplemental schedule as of and for the year ended December 31, 1999 which report appears elsewhere in this December 31, 1999 annual report on Form 11-K of the Ceridian Corporation Personal Investment Plan. /s/KPMG LLP Minneapolis, Minnesota June 26, 2000 EX-99.01 3 ex-99_01.txt EXHIBIT 99.01 Exhibit 99.01 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN 1995 REVISION Ninth Declaration of Amendment Pursuant to the retained power of amendment contained in Section 10.2 of the Ceridian Corporation Personal Investment Plan--1995 Revision, the undersigned hereby amends the Plan in the manner set forth below. 1. Section 8.1(A) is amended to read as follows: (A) Following a Participant's termination of employment or earlier attainment of age 70-1/2 the Trustee will distribute to the Participant or, if the Participant has died, to his or her Beneficiary, the vested balance of the Participant's Accounts. Subject to the remaining subsections of this section and Sections 8.2 and 8.8, distributions will be made in accordance with the following provisions. (1) If the aggregate vested balance of the Participant's Accounts at the time of the distribution is not more than $5000, distribution to the Participant will be made as soon as administratively practicable following the Participant's termination of employment or, if the Participant's employment has not terminated, following the date on which the Participant attains age 70-1/2. This clause will not apply, however, if the Participant's Account balance exceeded $5000 at the time of any previous distribution to the Participant. (2) Except as provided in clause (1), distribution to the Participant of his or her vested Account balances will be made on or as soon as administratively practicable following such date as the Participant specifies by written notice to the Administrator, which date will not be later than the date specified under Subsection (B). (3) Any distribution to the Participant's Beneficiary will be made as soon as administratively practicable following the Administrator's receipt of notice of the Participant's death. 2. A new Exhibit D is added in the form attached hereto. The amendments set forth above are effective as of June 1, 1999. The amendment set forth at item 1 above applies to all Participants and Beneficiaries of deceased Participants, including Participants who terminated employment prior to June 1, 1999 and Beneficiaries of Participants who died before June 1, 1999. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this 23rd day of August, 1999. CERIDIAN CORPORATION Attest: /s/Gary M. Nelson By /s/Shirley J. Hughes ------------------------ --------------------------- Secretary Vice President EXHIBIT D Special Rules Applicable to Certain Former Participants in the Amended and Restated Comdata Holdings Corporation 401(k) Savings and Retirement Plan This exhibit sets forth special rules applicable to Participants whose account balances under the Amended and Restated Comdata Holdings Corporation 401(k) Savings and Retirement Plan (the "Comdata Plan") were transferred to the Trust in connection with the merger of the Comdata Plan with and into the Plan effective as of June 1, 1999 (the "Merger"). For purposes of this exhibit, such a Participant is referred to as a "Comdata Participant." 1. ACCOUNTS. For each Comdata Participant, the following Accounts will be established and maintained: (a) A Comdata Pre-Tax Account to evidence the balance of his or her participant tax-deferred contributions account, if any, under the Comdata Plan transferred to the Trust in connection with the Merger; (b) A Comdata Employer Contributions Account to evidence the balance of his or her matching employer contributions account and basic employer contributions account, if any, under the Comdata Plan transferred to the Trust in connection with the Merger; and (c) A Comdata Rollover Account to evidence the balance of his or her voluntary rollover account, if any, under the Comdata Plan transferred to the Trust in connection with the Merger. Such Accounts are sometimes collectively referred to in this exhibit as "Comdata Accounts." 2. PARTICIPANT INVESTMENT DIRECTION. 2.1 FORM OF ASSET TRANSFER. The portion of a Comdata Participant's accounts under the Comdata Plan invested in Company Stock or consisting of a promissory note or promissory notes evidencing a loan or loans to the Comdata Participant pursuant to the Comdata Plan will be transferred to the Trust in kind. Any other assets in which a Comdata Participant's accounts under the Comdata Plan are invested will be sold and the proceeds will be transferred to the Trust in the form of cash. 2.2 INITIAL INVESTMENT OF COMDATA ACCOUNTS. (a) Immediately after the Merger, a Comdata Participant's Comdata Accounts will be invested in the Company Stock Fund to the same extent that his or her accounts under the Comdata Plan were invested in Company Stock immediately before the Merger. (b) Immediately after the Merger, a Comdata Participant's Comdata Accounts will consist of a promissory note or promissory notes evidencing a loan or loans to the Comdata Participant pursuant to the Comdata Plan to the same extent that his or her accounts under the Comdata Plan consisted of such promissory note or notes immediately before the Merger. (c) The portion of a Comdata Participant's accounts under the Comdata Plan not invested in Company Stock or consisting of a promissory note or promissory notes evidencing a loan or loans to the Comdata Participant pursuant to the Comdata Plan will, immediately after the end of any blackout period specified by the Committee in connection with the Merger, be invested in an investment fund or funds maintained pursuant to Section 5.1 in accordance with Plan Rules. 3. IN-SERVICE WITHDRAWALS. 3.1 HARDSHIP WITHDRAWALS. A Comdata Participant who is an Employee may make hardship withdrawals in accordance with the provisions of Section 6.1 of the Plan from the portion of his or her Comdata Pre-Tax Account consisting of the balance of his or her participant tax-deferred D-1 contributions account under the Comdata Plan as of December 31, 1988, increased by the amount of elective deferrals credited to the account for plan years ending after December 31, 1988 and reduced by the amount of any such elective deferrals distributed after December 31, 1988. 3.2 WITHDRAWALS FROM COMDATA ACCOUNTS AFTER AGE 59-1/2 OR DISABILITY. A Comdata Participant who is an Employee may make withdrawals from his or her Comdata Accounts in accordance with the provisions of Section 6.2 of the Plan. 3.3 WITHDRAWALS FROM COMDATA ROLLOVER ACCOUNT. A Comdata Participant who is an Employee may withdraw all or any portion of his or her Comdata Rollover Account. 3.4 RULES FOR WITHDRAWALS. All withdrawals from Comdata Accounts pursuant to this section are subject to the provisions of Section 6.4 of the Plan. 4. LOANS. 4.1 OUTSTANDING LOANS. Any participant loan outstanding under the Comdata Plan at the time of the Merger will remain outstanding under the Plan after the Merger in accordance with the terms of such loan and applicable provisions of the Plan and Plan Rules. Plan Rules will specify whether and how any such loans will be taken into account in applying Section 6.5(A)(3) of the Plan after the Merger. 4.2 LOANS FROM COMDATA ACCOUNTS. A Comdata Participant may borrow funds from his or her Comdata Pre-Tax Account and Comdata Rollover Account in accordance with Section 6.5 of the Plan. 5. VESTING. 5.1 VESTING. A Comdata Participant will at all times have a fully vested nonforfeitable interest in his or her Comdata Accounts. 5.2 RESTORATION. If a former participant in the Comdata Plan who terminated employment before the date of the Merger and received a distribution of less than the entire balance of his or her accounts under the Comdata Plan (taking into account the full vesting of accounts under the Comdata Plan prior to the Merger) becomes a Qualified Employee before experiencing a Break in Service of five full years and repays to the Trustee the full amount distributed before the earlier of (a) five years following the date of his or her reemployment as a Qualified Employee or (b) five years following the distribution, the forfeited portion of such accounts will be restored, unadjusted for any earnings or interest. The restoration will be made to a Comdata Employer Contributions Account established for the former participant in the Comdata Plan and his or her vested interest in such Comdata Employer Contributions Account will be determined in accordance with Section 5.1 of this exhibit. At the time of the restoration, the former participant in the Comdata Plan will become a Comdata Participant for purposes of applicable provisions of this exhibit. 5.3 BREAK IN SERVICE. For the purpose of Section 5.2 of this exhibit, a "Break in Service" with respect to a former participant in the Comdata Plan is the period commencing on the date of the termination of his or her employment pursuant to which he or she received a distribution of his or her accounts under the Comdata Plan (or, if later, the January 1 first following the last calendar year during which he or she completed at least 501 hours of service under the Comdata Plan) and ending on the first following date on which he or she performs an Hour of Service of the type specified in Section 11.22(A)(1) of the Plan. 6. TIME AND FORM OF DISTRIBUTION TO COMDATA PARTICIPANT. D-2 6.1 TIME. Following a Comdata Participant's termination of employment or earlier attainment of age 70-1/2, the Trustee will distribute to the Comdata Participant the balance of the Comdata Participant's Comdata Accounts. (a) If the aggregate vested balance of the Comdata Participant's Comdata Accounts and other Accounts at the time of the distribution is not more than $5000, distribution to the Comdata Participant of his or her Comdata Accounts will be made in accordance with Section 8.1(A)(1) of the Plan. (b) If clause (a) does not apply, distribution to the Comdata Participant will be made or will begin, as the case may be, in accordance with Section 8.1(A)(2) of the Plan, provided, that: (1) Except as provided in item (2), if a Comdata Participant has other Accounts in addition to his or her Comdata Accounts, distribution of his or her Comdata Accounts to the Comdata Participant will be made or will begin, as the case may be, at the same time that distribution of his or her other Accounts is made; and (2) If a Comdata Participant's Comdata Accounts have an aggregate balance of more than $5000, the Comdata Participant may elect, in accordance with and subject to Plan Rules, to defer distribution of his or her Comdata Accounts (but not his or her other Accounts) to a date not later than April 1 of the calendar year following the calendar year during which the Comdata Participant attains age 70-1/2. 6.2 FORM. A Comdata Participant's Comdata Accounts will be distributed to the Comdata Participant in a lump sum payment or installment payments in accordance with the provisions of this Section 6.2. The amount of any lump sum payment will be equal to the aggregate balance of the Comdata Participant's Comdata Accounts. Distributions will be made in the form of cash or Company Stock as provided in Section 8.2(B) of the Plan. (a) Distribution to a Comdata Participant described in Section 6.1(a) of this exhibit will be made in the form of a single lump sum payment in an amount equal to the balance of his or her Comdata Accounts. (b) Distribution to a Comdata Participant described in Section 6.1(b) of this exhibit will be made in the form of a single lump sum payment or in the form of time period installments or level dollar installments as elected by the Comdata Participant in accordance with and subject to Plan Rules. (1) Time period installments are monthly, quarterly, semi-annual or annual installments over a specified period of years elected by the Comdata Participant but not in excess of 20 years or, if shorter, the joint life expectancy of the Comdata Participant and his or her Beneficiary calculated based on the attained age of the Comdata Participant and Beneficiary in the calendar year during which the distribution begins in accordance with Treasury Regulation section 1.72-9 and, if the Comdata Participant's Beneficiary is not his or her spouse, in accordance with the appropriate factor set forth in Treasury Regulation section 1.401(a)(9)-2, if applicable. The distribution in any period will be determined by dividing the remaining balance of the Comdata Participant's Comdata Accounts by the remaining periods in the specified period of years, including the period in which the distribution is made; provided, that in no case will the amount of the payment for any period other than the final period be less than $50. (2) Level dollar installments are monthly, quarterly, semi-annual or annual installment payments in an equal amount specified by the Comdata Participant which continue until the entire balance of the Comdata Participants Comdata Accounts has been distributed; provided, first, that the aggregate amount of the installment payments for any given Plan Year must be at D-3 least 10 percent of the aggregate balance of the Comdata Participant's Comdata Accounts when the installment payments begin; second, that in no case will the amount of the payment for any period other than the final period be less than $50; and, third, in no case may installment payments continue for more than 20 years or, if shorter, the joint life expectancy of the Comdata Participant and his or her Beneficiary calculated based on the attained age of the Comdata Participant and Beneficiary in the calendar year during which the distribution begins in accordance with Treasury Regulation section 1.72-9 and, if the Comdata Participant's Beneficiary is not his or her spouse, in accordance with the appropriate factor set forth in Treasury Regulation section 1.401(a)(9)-2, if applicable. 7. TIME AND FORM OF DISTRIBUTION TO BENEFICIARY FOLLOWING COMDATA PARTICIPANT'S DEATH. 7.1 TIME. Following a Comdata Participant's death, the Trustee will distribute to the Comdata Participant's Beneficiary the balance of the Comdata Participant's Comdata Accounts. (a) If the Comdata Participant dies before his or her distribution is made or begins pursuant to Section 6 of this exhibit and the aggregate balance of his or her Comdata Accounts does not exceed $5000, distribution to his or her Beneficiary will be made in accordance with Section 8.1(A)(3) of the Plan. (b) If clause (a) does not apply, distribution to the Comdata Participant's Beneficiary will, at the election of the Beneficiary, made in accordance with and subject to Plan Rules, (1) be made not later than December 31 of the calendar year which contains the fifth anniversary of the Comdata Participant's death if the distribution is made in the form of a lump sum payment, or (2) begin not later than December 31 of the calendar year immediately following the calendar year in which the Comdata Participant dies if distribution is made in the form of installment payments. (If, however, the Beneficiary is the Comdata Participant's spouse, the installment payments need not begin until December 31 of the calendar year in which the Comdata Participant would have attained age 70-1/2 had he or she lived if that date is later than the date otherwise determined under this clause (2).) If the Comdata Participant's spouse is the Beneficiary and he or she dies after the Comdata Participant's death but before distributions to the spouse have commenced, the foregoing rules will be applied as if the surviving spouse were the Comdata Participant, including the substitution of the surviving spouse's date of death for the Comdata Participant's date of death; provide, that the parenthetical in clause (2) will not apply. (c) Any distribution to a Beneficiary's estate pursuant to Section 7.2(c) of this exhibit will be made as soon as administratively practicable following the Administrator's receipt of notice of the Beneficiary's death. 7.2 FORM. A Comdata Participant's Comdata Accounts will be distributed to the Comdata Participant's Beneficiary in a lump sum payment or installment payments in accordance with the provisions of this Section 7.2. The amount of any lump sum payment will be equal to the Beneficiary's share of the aggregate balance of the Comdata Participant's Comdata Accounts. Distributions will be made in the form of cash or Company Stock as provided in Section 8.2(B) of the Plan. (a) Distribution to a Beneficiary described in Section 7.1(a) of this exhibit will be made in a single lump sum payment in an amount equal to his or her share of the balance of the Comdata Participant's Comdata Accounts. D-4 (b) Distribution to a Beneficiary described in Section 7.1(b) of this exhibit will be made in accordance with the following rules. (1) If the Comdata Participant dies before his or her distribution begins pursuant to Section 6 of this exhibit, distribution to his or her Beneficiary will be made in the form of a single lump sum payment or monthly, quarterly, semi-annual or annual installments over a period not exceeding the Beneficiary's remaining life expectancy, as elected by the Beneficiary in accordance with and subject to Plan Rules. The Beneficiary's remaining life expectancy will be calculated based on the Beneficiary's attained age as of the date on which payments are required to begin in accordance with Treasury Regulation section 1.72-9 with no subsequent recalculation or, if the Beneficiary is the Comdata Participant's surviving spouse, as redetermined on an annual basis if so elected by the surviving spouse in accordance with and subject to Plan Rules. (2) If the Comdata Participant dies after his or her distribution begins in the form of time period installments pursuant to Section 6.2(b)(1) of this exhibit, distribution to his or her Beneficiary will be made in the form of a single lump sum payment or monthly, quarterly, semi-annual or annual installments over a specified period of years elected by the Beneficiary but not in excess of five years or, if shorter, the life expectancy of the Beneficiary calculated based on the attained age of the Beneficiary in the calendar year during which the distribution to the Beneficiary begins in accordance with Treasury Regulation section 1.72-9. (3) If the Comdata Participant dies after his or her distribution begins in the form of level dollar installments pursuant to Section 6.2(b)(2), distribution to his or her Beneficiary will be made in the form of a single lump sum payment. (4) If the Comdata Participant dies after his or her "required beginning date" within the meaning of Code section 401(a)(9), distribution of the Comdata Participant's Comdata Accounts to his or her Beneficiary must be made at a rate that will result in the Comdata Accounts being distributed at least as rapidly as the rate in effect immediately prior to the Comdata Participant's death. (c) If a Beneficiary described in Subsection (b)(2) dies before receiving all of the installment payments to which he or she is entitled, the remaining balance of the Beneficiary's share of the deceased Participant's Comdata Accounts will be distributed to the Beneficiary's estate in the form of a single lump sum payment. 8. PRIOR ACTIONS. Elections, designations, waivers, consents and similar actions made pursuant to the Comdata Plan prior to the Merger and in effect as of the date of the Merger will remain in effect for purposes of a Comdata Participant's Comdata Accounts until revoked or withdrawn or otherwise made void pursuant to the terms of the Plan. D-5 -----END PRIVACY-ENHANCED MESSAGE-----