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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Ceridian Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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<PAGE>
(CERIDIAN LOGO)
PROXY STATEMENT FOR ANNUAL MEETING OF
STOCKHOLDERS ON MAY 8, 1996
Dear Stockholder:
Ceridian Corporation's Annual Meeting of Stockholders will be held in the
Library of the Mandarin Oriental Hotel, 222 Sansome Street, San Francisco,
California 94104 on Wednesday, May 8, 1996 at 9:00 a.m. P.D.T. Whether or not
you plan to attend, please complete and return your proxy card.
This proxy statement includes information about the nominees for election to
the Board of Directors as well as information about proposals recommended by the
Board to:
(1) Amend Ceridian's Restated Certificate of Incorporation to increase the
number of shares of common stock Ceridian is authorized to issue from
100,000,000 to 200,000,000 shares.
(2) Approve an amendment to Ceridian's 1993 Long-Term Incentive Plan to
modify a limitation contained in that Plan on compensation that may be paid to
executives in the event of a change of control of Ceridian.
(3) Approve a new Director Performance Incentive Plan for outside directors,
which is being proposed in connection with the elimination of Ceridian's
retirement plan for outside directors.
(4) Approve Ceridian's Employee Stock Purchase Plan.
Enclosed with this proxy statement is the notice of annual meeting and proxy
card. Please return the accompanying proxy card as promptly as possible to
ensure that your vote is counted at the meeting.
Sincerely,
Lawrence Perlman
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Corporate Headquarters and Mailing Address:
8100 34th Avenue South
Minneapolis, MN 55425
(612) 853-8100
<PAGE>
CERIDIAN CORPORATION
8100 34TH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55425
(612) 853-8100
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 8, 1996
The Annual Meeting of Stockholders of Ceridian Corporation, a Delaware
corporation (the "Company"), will be held in the Library of the Mandarin
Oriental Hotel, 222 Sansome Street, San Francisco, California 94104 on
Wednesday, May 8, 1996 at 9:00 a.m., Pacific Daylight Savings Time, for the
following purposes:
(1) To elect directors for the following year;
(2) To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the number of shares of common stock the Company is
authorized to issue from 100,000,000 to 200,000,000 shares;
(3) To approve an amendment to the Company's 1993 Long-Term Incentive
Plan to modify a limitation contained in that Plan on compensation that may
be paid to executives in the event of a change of control of the Company;
(4) To approve a new Director Performance Incentive Plan for outside
directors, which is being proposed in connection with the elimination of the
Company's retirement plan for outside directors;
(5) To approve the Company's Employee Stock Purchase Plan; and
(6) To transact such other business as may properly come before the
meeting.
Stockholders of record of the Company's common stock at the close of
business on March 19, 1996 will be entitled to vote at the meeting and any
adjournments. No admission ticket will be necessary.
TO BE SURE THAT YOUR VOTE IS COUNTED, WE URGE YOU TO COMPLETE AND SIGN THE
PROXY CARD BELOW, DETACH IT FROM THIS NOTICE AND RETURN IT IN THE POSTAGE
PAID ENVELOPE ENCLOSED IN THIS PACKAGE AS SOON AS POSSIBLE. The prompt
return of your signed proxy card will assist the Company in reducing the
expense of additional proxy solicitation.
A list of stockholders entitled to vote at the meeting will be open for
examination by any stockholder for any purpose germane to the meeting during
ordinary business hours from April 24, 1996 through May 8, 1996, at the
offices of McCutchen, Doyle, Brown & Enersen, Three Embarcadero Center, San
Francisco, California 94111.
By Order of the Board of Directors
March 29, 1996 John A. Haveman
VICE PRESIDENT AND SECRETARY
DETACH PROXY CARD HERE
<TABLE>
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<S> <C> <C> <C>
1. Election of Directors: FOR all nominees [ ] WITHHOLD AUTHORITY to [ ] FOR, EXCEPT YOU MAY WITHHOLD [ ]
listed below vote for all nominees listed below AUTHORITY TO VOTE FOR ANY NOMINEE
BY CROSSING OUT HIS OR HER NAME
Nominees: Ruth M. Davis, Allen W. Dawson, Richard G. Lareau, George R. Lewis,
Charles Marshall, Lawrence Perlman, Carole J. Uhrich, Richard W. Vieser, Paul S. Walsh
</TABLE>
<TABLE>
<S> <C> <C> <C>
2. Proposal to approve amendment to Restated Certificate of Incorporation [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve amendedment to 1993 Long-Term Incentive Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to approve 1996 Director Performance Incentive Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Proposal to approve Employee Stock Purchase Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
Address Change and/or [ ] If you wish to have your vote on all matters kept
Comments Mark Here confidential in accordance with Ceridian Corporation
policy, check here. [ ]
Please sign exactly as name is printed to the left. Joint owners, co-executors
or co-trustees should both sign. Persons signing as attorney, executor,
administrator, trustee or guardian should give their full title as such.
Dated: _____________________________, 1996
_________________________________ ______________________________
(PLEASE SIGN, DATE AND RETURN THIS VOTES MUST BE INDICATED [X] IN BLACK OR BLUE INK.
PROXY CARD IN THE ENCLOSED ENVELOPE.)
</TABLE>
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CERIDIAN CORPORATION PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CERIDIAN
CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 8, 1996.
The undersigned appoints Lawrence Perlman and John A. Haveman, and either
of them, the proxies of the undersigned, with full power of substitution in
each, to vote at the Annual Meeting of Stockholders to be held on May 8, 1996
and at any adjournment or postponement thereof all of the undersigned's
shares of Ceridian Corporation Common Stock held of record on March 19, 1996
in the manner indicated on the reverse side hereof, and with the
discretionary authority to vote as to any other matters that may properly
come before such meeting.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES ON THE REVERSE SIDE.
This proxy, when properly signed, will be voted in the manner directed.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS AND FOR PROPOSALS 2, 3, 4 AND 5.
(Continued, and to be signed and dated, on the reverse side.)
<PAGE>
CERIDIAN CORPORATION
PROXY STATEMENT
CONTENTS
<TABLE>
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PAGE
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<S> <C>
General Information........................................................................................ 3
Election of Directors (Item 1)............................................................................. 4
The Board of Directors................................................................................... 4
Nominees for Director.................................................................................... 4
Committees of the Board of Directors..................................................................... 5
Directors' Compensation.................................................................................. 6
Corporate Governance..................................................................................... 7
Compensation Committee Interlocks and Insider Participation.............................................. 8
Approval of Amendment to Ceridian's Restated Certificate of Incorporation (Item 2)......................... 8
Approval of Amendment to the 1993 Long-Term Incentive Plan (Item 3)........................................ 9
Approval of the 1996 Director Performance Incentive Plan (Item 4).......................................... 15
Approval of the Employee Stock Purchase Plan (Item 5)...................................................... 18
Compensation Committee Report on Executive Compensation.................................................... 20
Stock Price Performance Graph.............................................................................. 23
Executive Compensation..................................................................................... 24
Summary Compensation Table............................................................................... 24
Stock Option Grants...................................................................................... 25
Option Exercises and Option Values....................................................................... 26
Performance Restricted Stock Awards...................................................................... 27
Pension Plans............................................................................................ 27
Executive Employment Agreements.......................................................................... 28
Share Ownership Information................................................................................ 30
Share Ownership of Directors and Management.............................................................. 30
Share Ownership of Certain Beneficial Owners............................................................. 31
Independent Auditors....................................................................................... 31
Other Matters.............................................................................................. 32
Stockholder Proposals.................................................................................... 32
Compliance With Section 16(a) of the Securities Exchange Act............................................. 32
Solicitation of Proxies.................................................................................. 32
1993 LTIP Change of Control Provisions and Related Definitions............................................. A-1
1996 Director Performance Incentive Plan................................................................... B-1
Employee Stock Purchase Plan............................................................................... C-1
</TABLE>
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CERIDIAN CORPORATION
---------------------
PROXY STATEMENT FOR ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD MAY 8, 1996
------------------------
GENERAL INFORMATION
This proxy statement and the enclosed proxy card are being mailed to
stockholders beginning on or about March 29, 1996 in connection with the
solicitation of proxies by the Board of Directors of Ceridian Corporation (the
"Company") for use at the Annual Meeting of Stockholders to be held in the
Library of the Mandarin Oriental Hotel, 222 Sansome Street, San Francisco,
California 94104 on May 8, 1996 at 9:00 a.m. P.D.T. (the "Annual Meeting").
Holders of the Company's common stock, par value $.50 per share (the "Common
Stock") of record at the close of business on March 19, 1996 will be entitled to
vote at the Annual Meeting. At the close of business on March 19, 1996,
shares of Common Stock were outstanding and entitled to vote at the
Annual Meeting. Each share of Common Stock is entitled to one vote.
When proxy cards are returned properly signed, the shares represented will
be voted as directed. When no direction is given, the shares will be voted as
recommended by the Board. The proxy also gives discretionary authority to vote
the shares on any other matter which may properly come before the meeting. A
stockholder may revoke a proxy at any time before it is exercised by filing a
revoking instrument with the Secretary of the Company, by submitting another
proxy card with a later date, or by voting in person at the meeting.
The Company's Bylaws specify that except as otherwise provided by Delaware
law or by the Company's Restated Certificate of Incorporation, the vote required
to decide each matter to be brought before a meeting of stockholders is a
majority of the shares of Common Stock represented in person or by proxy at the
meeting and entitled to vote on the matter. Because shares that are held by a
person who abstains from voting on a particular matter are treated as present
and entitled to vote on that matter, an abstention has the same effect as a vote
against the matter. If, however, a broker indicates on a proxy that it does not
have discretionary authority to vote certain shares on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to that matter. In other words, broker non-votes are not counted as a vote
against such a matter.
It is the Company's policy that all stockholder meeting proxies, ballots and
voting tabulations that identify the vote of a particular stockholder are to be
kept confidential if the stockholder has requested confidential treatment on the
proxy card or ballot. If the stockholder so requests, no such document will be
available for examination, nor will the identity and vote of any stockholder be
disclosed prior to the final tabulation of the vote at the stockholders' meeting
except (i) as necessary to meet applicable legal requirements; (ii) to allow the
independent election inspectors to count and certify the results of the vote; or
(iii) in the event of a proxy solicitation in opposition to the Board of
Directors based on an opposition proxy statement filed with the Securities and
Exchange Commission. The independent election inspectors may inform the Company
whether or not a particular stockholder has voted.
3
<PAGE>
ELECTION OF DIRECTORS
(ITEM 1)
THE BOARD OF DIRECTORS
The business of the Company is managed under the direction of the Board of
Directors, which met ten times in 1995. The Company's Bylaws provide that the
Board shall determine the number of directors, which is currently set at nine.
All nine directors presently serving on the Company's Board have agreed to stand
for re-election and have been designated by the Board as nominees for director.
See "Nominees for Director" for profiles of the nominees, each of whom was
previously elected by the stockholders. Mr. Ronald James resigned from the Board
effective December 31, 1995 in connection with his appointment as an Executive
Vice President of the Company and President and Chief Executive Officer of its
Human Resources Group.
The Board recommends a vote FOR and solicits proxies in favor of the
nominees named below. Proxies cannot be voted for more than nine people. If any
nominee becomes unable or unavailable to serve, proxies will be voted for
another nominee selected by the Board. Each person elected will hold office
until the 1997 Annual Meeting of Stockholders and until his or her successor is
duly elected and qualifies, or until earlier resignation or removal.
NOMINEES FOR DIRECTOR
RUTH M. DAVIS Dr. Davis, 67, has been President and Chief Executive Officer
of the Pymatuning Group, Inc., which specializes in technology management
services, since 1981. She serves as Chairman of the Board for the Aerospace
Corporation, Vice Chairman of Betac Corporation, and as a trustee of
Consolidated Edison Company of New York. Dr. Davis is a director of Air Products
and Chemicals, Inc.; Premark International, Inc.; Principal Financial Group
Inc.; Sprint Corporation; Varian Associates, Inc.; Giddings & Lewis, Inc. and
BTG, Inc. Dr. Davis has been a director of the Company since 1984.
ALLEN W. DAWSON Mr. Dawson, 69, is Chairman Emeritus of Siecor Corporation
("Siecor"), a joint venture of Corning Incorporated and Siemens Corporation.
Siecor manufactures fiber optic cable and ancillary equipment. From 1989 to
1991, Mr. Dawson was Chairman of the Executive Committee of Siecor, and from
1980 to 1989 he was Chairman and Chief Executive Officer of Siecor. Mr. Dawson
has been a director of the Company since 1986.
RICHARD G. LAREAU Mr. Lareau, 67, is a partner in the law firm of
Oppenheimer Wolff & Donnelly. He is a director of Nash-Finch Company, Merrill
Corporation and Northern Technologies International Corporation, and is a
trustee of the Mesabi Trust, a mineral royalty trust. Mr. Lareau has been a
director of the Company since 1971.
GEORGE R. LEWIS Mr. Lewis, 55, is Vice President and Treasurer of Philip
Morris Companies, Inc. ("Philip Morris"), a consumer packaged goods company. He
has been employed by Philip Morris since 1967, and has held his current position
since 1984. Mr. Lewis is a director of Central Fidelity Banks, Inc. and Kemper
National Insurance Companies. Mr. Lewis has been a director of the Company since
1994.
CHARLES MARSHALL Mr. Marshall, 66, served as Vice Chairman of American
Telephone and Telegraph Company, a telecommunications company, from 1985 until
his retirement in April 1989. Mr. Marshall is a director of GATX Corporation,
HARTMARX Corporation, Sonat Inc. and Sundstrand Corporation. Mr. Marshall has
been a director of the Company since 1989.
LAWRENCE PERLMAN Mr. Perlman, 57, is Chairman, President and Chief
Executive Officer of the Company. He was appointed Chairman in November 1992,
has been President and Chief Executive Officer since January 1990. He is a
director of Seagate Technology, Inc.; The Valspar Corporation; K-Mart
Corporation; Computer Network Technology Corporation and Bio-Vascular, Inc. He
is also a member of the National Advisory Board of the Chemical Banking
Corporation. Mr. Perlman has been a director of the Company since 1985.
4
<PAGE>
CAROLE J. UHRICH Ms. Uhrich, 52, is an Executive Vice President, Global
Products Supply of Polaroid Corporation ("Polaroid"), an imaging company. She
has been employed by Polaroid since 1966, and has held her current position
since February 1996. From 1992 until February 1996, she was Vice President,
Manufacturing and Product Development for Polaroid, and prior to that time
served in a series of manufacturing, corporate quality and market research
positions. Ms. Uhrich is a director of Maytag Corporation, and has been a
director of the Company since 1994.
RICHARD W. VIESER Mr. Vieser, 68, retired in 1989 after having served as
Chairman, President and Chief Executive Officer of Lear Siegler, Inc. since
March 1987, and Chairman and Chief Executive Officer of FL Aerospace Corp. since
September 1986 and of FL Industries, Inc. since June 1985. He is a director of
Dresser Industries, Inc.; Global Industrial Technologies, Inc.; Sybron
International Corporation and Varian Associates, Inc. Mr. Vieser has been a
director of the Company since 1988.
PAUL S. WALSH Mr. Walsh, 40, has been the Chief Executive Officer of The
Pillsbury Company ("Pillsbury"), a wholly-owned subsidiary of Grand Metropolitan
PLC ("Grand Metropolitan"), since January 1992. Mr. Walsh was named an Executive
Director of Grand Metropolitan in October 1995, at which time he assumed
additional responsibility for GrandMet Foods Europe. From June 1991 to January
1992, Mr. Walsh was Joint Chief Operating Officer of Grand Metropolitan's Food
Sector. Mr. Walsh is a director of the Grocery Manufacturers of America, and has
been a director of the Company since 1991.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board elects an Executive Committee, an Audit Committee, a Compensation
and Human Resources Committee, a Nominating and Board Governance Committee and a
Strategy Review Committee. The following are members of these committees as of
March 1, 1996:
Executive Committee:
Lawrence Perlman, Chair
Richard G. Lareau
Paul S. Walsh
Audit Committee:
Richard W. Vieser, Chair
Ruth M. Davis
Allen W. Dawson
Richard G. Lareau
George W. Lewis
Compensation and Human Resources
Committee:
Charles Marshall, Chair
Carole J. Uhrich
Paul S. Walsh
Nominating and Board
Governance Committee:
Richard G. Lareau, Chair
George W. Lewis
Charles Marshall
Paul S. Walsh
Strategy Review Committee:
Ruth M. Davis, Chair
Allen W. Dawson
Lawrence Perlman
Carole J. Uhrich
Richard W. Vieser
The Executive Committee acts on matters that arise between Board meetings
and require immediate action. All actions by the Executive Committee are
reported to and are ratified by the Board. The Executive Committee took action
three times during 1995.
The Audit Committee reviews and recommends to the Board the selection of the
Company's independent auditors, consults with the Company's independent auditors
and reviews the scope and significant findings of the audits performed by them,
reviews the adequacy and sufficiency of the Company's financial and accounting
controls, practices and procedures, the activities and recommendations of its
internal auditors, and its reporting policies and practices. The Audit Committee
met four times during 1995.
5
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The Compensation and Human Resources Committee ("Compensation Committee")
determines compensation policies, practices and structures for key employees of
the Company, approves the compensation and benefits of executive officers,
including the chief executive officer, reviews the process of managing executive
succession, diversity and development, and assesses the adequacy of the
Company's human resource principles and philosophy. This Committee met five
times during 1995.
The Nominating and Board Governance Committee ("Governance Committee")
reviews the composition, organization and governance of the Board and its
committees and recommends to the Board the adoption of policies pertaining
thereto, recommends to the Board compensation for outside directors, evaluates
the performance of the chief executive officer and serves as a nominating
committee that considers all nominees, including those recommended by
stockholders, for Board membership. This Committee met four times during 1995.
The Strategy Review Committee assists the Board by reviewing and assessing
the strategy and strategic plans of the Company's business units and the
Company's performance in meeting key objectives in connection with acquisitions
and other strategic transactions, and by making recommendations to the Board on
issues relating to corporate strategy and strategic planning. This Committee met
three times during 1995.
During 1995, each director attended at least 75 percent of the meetings of
the Board and his or her committees.
DIRECTORS' COMPENSATION
The following table summarizes the compensation during 1995 of the Company's
outside directors. Directors who are employees are not separately compensated
for service as a director.
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
<TABLE>
<CAPTION>
CASH COMPENSATION SECURITY GRANTS
--------------------------------------------- -------------------------
ANNUAL RETAINER FEES MEETING FEES NUMBER OF SHARES
NAME ($)(1) ($)(2) UNDERLYING OPTIONS (#)(3)
- ---------------------------------------- ------------------------- ------------------ -------------------------
<S> <C> <C> <C>
Ruth M. Davis........................... $ 25,000 $ 16,000 1,000
Allen W. Dawson......................... 22,000 17,000 1,000
Ronald James (4)........................ 22,000 17,000 1,000
Richard G. Lareau....................... 25,000 18,000 1,000
George R. Lewis......................... 22,000 15,000 1,000
Charles Marshall........................ 25,000 $ 16,000 1,000
Carol J. Uhrich......................... 22,000 15,000 1,000
Richard W. Vieser....................... 25,000 13,000 1,000
Paul S. Walsh........................... 22,000 18,000 1,000
</TABLE>
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(1) Includes a supplemental annual retainer of $3,000 for the chairs of the
Compensation, Audit, Governance, and Strategy Review Committees.
(2) Fees for attendance at Board and committee meetings are $1,000 per meeting.
(3) The exercise price per share of each option granted is 100% of the fair
market value of the underlying Common Stock on the date the option is
granted. An option becomes exercisable in full six months after its date of
grant, and expires 10 years from its date of grant.
(4) Mr. James resigned from the Board effective December 31, 1995.
Under the 1993 Non-Employee Director Stock Plan (which expired in February
1996), each outside director received a one-time grant of 1,000 shares of Common
Stock upon election to the Board
6
<PAGE>
for the first time (or when the Plan was approved by the Company's
stockholders). Shares subject to such awards may not be transferred or otherwise
disposed of until such time as the director's service on the Board ceases.
Outside directors have also been entitled to participate in a retirement
plan (the "Directors' Retirement Plan") which provides that each director with
at least 12 calendar quarters of service as a director of the Company at the
time he or she ceases to be a director will receive quarterly payments upon
leaving the Board for the lesser of 48 calendar quarters or the number of
quarters of service as a director. The amount of each quarterly payment is
one-fourth of the amount of the director's annual retainer at the time he or she
ceases to be a director. The Company has established and funded a Directors'
Benefit Protection Trust out of which benefits under the Directors' Retirement
Plan to persons who cease to be directors of the Company after December 1, 1994
are to be paid. Assets in this trust remain subject to the claims of the
Company's general creditors.
The Governance Committee has approved, and each individual director has
consented to, the termination of the Directors' Retirement Plan and the related
Directors' Benefits Protection Trust, such approval and consents being subject
to stockholder approval of the 1996 Director Performance Incentive Plan ("DPIP")
to replace the 1993 Non-Employee Director Stock Plan. As discussed beginning on
page 15 below, if the DPIP is approved and the Directors' Retirement Plan
terminated, each director will receive under the DPIP the discounted present
value of his or her accrued benefit under the Directors' Retirement Plan in
shares of Common Stock. The DPIP will also provide for the annual grant of stock
options to outside directors, the one-time grant of restricted stock to new
directors, and a pro rata transitional grant of restricted stock to existing
directors who have not yet accrued the maximum 48 quarters of benefits under the
Directors' Retirement Plan at the time of its termination.
CORPORATE GOVERNANCE
Since Ceridian Corporation was created in 1992 from the reshaping of Control
Data Corporation, the Board and management have sought to foster an approach
toward corporate governance that would ensure an independent, informed and
effective Board, responsible and accountable for acting in the best interests of
stockholders. All directors stand for election every year, and all holders of
Common Stock have equal voting rights. In 1993, the Board submitted the
Company's stockholder rights plan to a binding stockholder vote, and terminated
the plan as a result of that vote. In late 1992 and early 1995, the Board and
members of senior management met representatives of its institutional
stockholders to hear first hand their views on the Company's direction. During
1995, the Board also approved a statement of corporate governance policies which
expressed in a consolidated fashion the corporate governance practices that had
evolved within the Company over a period of several years. The statement of
policies includes the following:
1. A majority of the directors should be independent. For the past five
years, there has been only one management director on the Board.
2. The committees of the Board are established based on the Board's
assessment of what is necessary and desirable in light of the Company's
circumstances at any particular time and the Board's desire to most effectively
utilize directors' time, experience and expertise.
3. The Governance Committee will at least annually review the size and
composition of the Board to assess whether the personal experience and expertise
of the individual directors, and the overall mix of experience, expertise,
independence and diversity of backgrounds among all the directors, will enable
the Board to most effectively monitor the Company's performance and actively
participate in developing long-term strategy and financial goals. This review
will include director succession planning, in light of expected future needs of
the Board and the Company and application of policies pertaining to tenure on
the Board.
4. All members of the Audit Committee, Compensation Committee and
Governance Committee are non-management directors. The Governance Committee
reviews Board committee structure and assignments at least annually and
recommends any changes to the Board.
7
<PAGE>
5. The chairpersons of the respective Board Committees are expected to
assume leadership roles within the Board pertaining to issues within the purview
of the Committees which they chair.
6. The Governance Committee conducts at least biannually an evaluation of
the performance of the Board as a whole and of each individual director, based
on evaluation forms completed by individual directors. The results of this
evaluation and any recommendations for change are presented to the Board.
7. Any non-management director who has completed or will complete as of the
next annual meeting of stockholders twelve years of service as a director shall
submit a letter to the Governance Committee offering not to stand for
re-election to the Board at any future meeting of stockholders. The Governance
Committee shall have complete discretion as to whether and when such offer shall
be accepted.
8. Upon a change in the employment status of any non-management director,
that director shall submit a letter to the Governance Committee offering not to
stand for re-election to the Board at the next annual meeting of the Company's
stockholders. The Governance Committee shall have complete discretion as to
whether such offer shall be accepted.
9. Any non-management director must retire from the Board no later than the
next annual meeting of the Company's stockholders occurring after his or her
70th birthday. Any director who is also an officer of the Company shall retire
from the Board immediately upon retirement or termination as an officer and
employee of the Company.
10. The non-management directors meet in executive session at least once per
year, and include in such meeting an evaluation of the performance of the chief
executive officer, based on evaluation and feedback forms previously completed
by the non-management directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Lareau, who served on the Company's Compensation Committee until May 10,
1995, is a partner in the law firm of Oppenheimer Wolff & Donnelly, which has
provided and continues to provide legal representation to the Company on various
matters.
APPROVAL OF AMENDMENT TO CERIDIAN'S
RESTATED CERTIFICATE OF INCORPORATION
(ITEM 2)
PROPOSED AMENDMENT
On February 2, 1996, the Board of Directors declared advisable and
unanimously approved, subject to approval by the stockholders at the Annual
Meeting, an amendment to Ceridian's Restated Certificate of Incorporation (the
"Certificate") to increase the authorized number of shares of Common Stock from
100,000,000 shares to 200,000,000 shares. The Certificate currently provides
that Ceridian is authorized to issue two classes of stock: 100,000,000 shares of
Common Stock and 750,000 shares of Preferred Stock, $100.00 par value per share.
No change would be made to the number of authorized shares of Preferred Stock.
As a result, the proposed amendment would increase the total authorized capital
stock of the Company (including both Common Stock and Preferred Stock) from
100,750,000 shares to 200,750,000 shares. Specifically, paragraph A of Article
IV of the Certificate would be amended to read as follows:
A. The total number of shares of all classes of stock which the Corporation
shall have authority to issue is Two Hundred Million, Seven Hundred Fifty
Thousand (200,750,000), consisting of Seven Hundred Fifty Thousand (750,000)
shares of preferred stock of the par value of One Hundred Dollars ($100.00)
per share (the "Preferred Stock"), having a total par value of Seventy-Five
Million Dollars ($75,000,000), and Two Hundred Million (200,000,000) shares
of common stock of the par value of fifty cents ($.50) per share (the
"Common Stock"), having a total par value of One Hundred Million Dollars
($100,000,000).
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As of February 29, 1996, of the 100,000,000 shares of Common Stock currently
authorized, 67,681,258 shares were issued and outstanding, 10,384,000 shares
were reserved for issuance in connection with the conversion of shares of
Ceridian's 5 1/2% Cumulative Convertible Exchangeable Preferred Stock, and
shares were reserved for issuance in connection with Ceridian's
employee and director stock-based compensation plans. In addition, as described
in Item 4 below, the Board has reserved an additional 125,000 shares of Common
Stock for issuance under the proposed 1996 Director Performance Incentive Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION. The vote required to
approve the amendment is a majority of the outstanding shares of Common Stock of
the Company. If the amendment is approved by the stockholders, it will become
effective as of the date and time a certificate of amendment is filed with the
Secretary of State of the State of Delaware. Such filing will be made as soon as
practicable after approval by the stockholders.
PURPOSE AND EFFECT OF THE AMENDMENT
The Board has determined that the number of authorized shares of Common
Stock should be increased to make additional shares available for issuance from
time to time for stock dividends or stock splits, equity financings,
acquisitions, equity compensation plans and other corporate purposes. The Board
has no present agreement, understanding or plan to issue any of the additional
shares for which approval is sought. If the amendment is approved by the
stockholders, the Board will have the authority to issue the additional
authorized shares of Common Stock without first seeking or obtaining further
stockholder approval, except as may be required by applicable law.
The additional Common Stock to be authorized would have rights identical to
the currently outstanding Common Stock. Approval by the stockholders of the
amendment will not have any immediate effect on the rights of existing
stockholders. To the extent that the additional authorized shares are issued in
the future, they will decrease the existing stockholders' percentage equity
ownership and, depending on the price at which they are issued, could be
dilutive to the existing stockholders. The holders of Common Stock have no
preemptive rights, which means that they do not have a prior right to purchase
any new issue of capital stock of the Company in order to maintain their
proportionate ownership interests.
Under certain circumstances, an increase in the authorized number of shares
of a corporation's capital stock can provide management with a means of
preventing or discouraging an unsolicited change of control of the corporation.
Shares of authorized but unissued capital stock could (within the limits imposed
by applicable law) be issued in one or more transactions which would make a
change of control more difficult and therefore less likely, in that such
additional shares could be used to dilute the stock ownership or voting rights
of a person seeking to obtain control of a corporation. The Board has no present
intention of using the additional shares for such a purpose, and is unaware of
any existing plan or actions that could result in a change of control of the
Company.
APPROVAL OF AMENDMENT TO THE
1993 LONG-TERM INCENTIVE PLAN
(ITEM 3)
INTRODUCTION
On February 16, 1995, the Compensation Committee of the Board of Directors,
pursuant to authority expressly delegated to it by the Board of Directors,
approved (subject to stockholder approval) an amendment to the Ceridian
Corporation Amended and Restated 1993 Long-Term Incentive Plan (the "1993 LTIP"
or the "Plan"), and authorized the submission of such amendment to the Company's
stockholders for their approval. The 1993 LTIP was originally approved by the
stockholders on May 12, 1993, and approved by the stockholders in its amended
and restated form on May 10, 1995. The 1993 LTIP will terminate on February 3,
1999.
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The proposed amendment to the 1993 LTIP would modify the Plan provision
which specifies that the amount of compensation that may be received by a
participant as a result of a change of control of the Company must be less than
the amount which would be considered a "parachute payment" (the "Parachute
Payment Limitation") under Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"). As amended, the Plan would provide that the Parachute
Payment Limitation will not be imposed on change of control compensation unless
such imposition would result in greater net after-tax proceeds to a plan
participant. Because the Code imposes an excise tax on change of control
compensation that constitutes a parachute payment, and because a Plan
participant would be solely responsible for such excise tax, retaining the
Parachute Payment Limitation would tend to result in greater net after-tax
proceeds in circumstances where the change of control compensation is not
greatly in excess of the Parachute Payment Limitation. The proposed amendment to
the 1993 LTIP would also modify certain definitions relating to change of
control compensation to conform them with corresponding definitions contained in
the Company's executive employment agreements.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSAL TO AMEND
THE 1993 LTIP. The vote required to approve the amendment to the 1993 LTIP is a
majority of the shares of Common Stock represented in person or by proxy at the
Annual Meeting and entitled to vote on the matter.
Attached to this proxy statement as Appendix A is Section 12 of the 1993
LTIP, entitled "Change of Control," as it is proposed to be amended, together
with definitions contained in the Plan of terms used in Section 12. The
following discussion is qualified by reference to Appendix A.
PURPOSE OF THE PROPOSED AMENDMENT
The Compensation Committee has approved the proposed amendment on behalf of
the Board and is submitting it for stockholder approval because it believes that
providing for severance compensation arrangements following a change of control
of the Company that are not necessarily subject to the Parachute Payment
Limitation is an appropriate and common means of supporting management as it
pursues the Company's business strategies. The Company's compensation
arrangements are designed so as to encourage management to aggressively pursue
opportunities to increase stockholder value, and to link to a significant degree
executive compensation with increases in stockholder value. To the extent that
an opportunity to increase stockholder value may constitute a "change of
control" as defined in the 1993 LTIP and in the Company's executive employment
agreements, the Compensation Committee and the Board want to ensure that
executives give full and impartial consideration to such a corporate opportunity
without the distraction of concern over their personal financial security. As a
result, the proposed amendment to the 1993 LTIP (and conforming amendments that
would be made to the Company's executive employment agreements) would ensure
that executives who are terminated following a change of control of the Company
would receive the full benefit of their previously existing compensation
arrangements. Moreover, the Compensation Committee believes that providing
executives with a reasonable measure of financial security in the event of an
employment termination following a change of control aids in the retention of
key executives and helps to ensure that the Company's compensation programs
remain competitive.
CHANGE OF CONTROL PROVISIONS CURRENTLY IN THE 1993 LTIP
The 1993 LTIP currently provides that if a "Change of Control Termination"
occurs with respect to a Plan participant, each stock option granted to such
participant that has been outstanding for at least six months will immediately
become exercisable in full and remain exercisable until the expiration date of
the option, and each restricted stock award (including any performance
restricted stock award) granted to such participant that has been outstanding
for at least six months will immediately become fully vested. The Plan provides
that any performance units or stock appreciation rights ("SARs"), none of which
have been granted under the Plan to date, will vest or continue to vest as
provided in the applicable award agreements if a Change of Control Termination
occurs. The 1993 LTIP defines a "Change of Control Termination" as either of the
following if it occurs within two years of a "Change of Control" of the Company:
(i) termination of a participant's employment by the Company for any reason
other than the participant's willful failure to fulfill employment duties or
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conduct by the participant constituting a felony involving moral turpitude; or
(ii) the participant terminates employment with the Company for "Good Reason." A
Change of Control Termination does not include termination of employment due to
death, disability or retirement.
A "Change of Control" is defined by the Plan as (1) a merger or
consolidation involving the Company if less than 50 percent of the Company's
voting stock after the business combination is held by persons who were
stockholders before the business combination; (2) a sale of the assets of the
Company substantially as an entirety; (3) ownership by a person or group acting
in concert of at least 25 percent of the Company's voting securities; (4)
approval by the stockholders of a plan for the liquidation of the Company; and
(5) a change in the composition of the Company's Board of Directors during any
24 month period such that persons who were members of the Board at the beginning
of such 24 month period or who were elected or nominated to the Board by at
least a two-thirds majority of the then-existing Board cease for any reason to
constitute at least a 70% majority of the Board.
The term "Good Reason" is defined by the Plan as a good faith determination
by a Plan participant, in his or her sole and absolute judgment, that one or
more of the following events has occurred after a Change of Control without the
participant's express written consent: (1) a change in the participant's
position or responsibilities as in effect immediately prior to the Change of
Control that diminishes the participant's responsibility or authority; (2) a
reduction in the participant's base salary; (3) requiring the participant to be
based anywhere other than within 25 miles of the participant's job location at
the time of the Change of Control; (4) the discontinuance of, or any material
adverse change in, any benefit plan in which the participant participated
immediately prior to the Change of Control, without replacement by a plan
providing equal or greater benefits; (5) any action that would have a material
adverse effect on the physical conditions existing at the time of the Change of
Control in which the participant performs his or her employment duties; (6) the
sale or other disposition of any Company subsidiary with which the participant
has his or her primary employment duties; and (7) any material breach by the
Company or one of its subsidiaries of an employment agreement with the
participant.
The 1993 LTIP currently provides, consistent with the Company's executive
employment agreements, that a Plan participant will not be entitled to receive
any compensation (under the 1993 LTIP and all other plans, programs,
arrangements and agreements of or with the Company) which is considered to be
contingent on a Change of Control ("Change of Control Compensation") to the
extent such compensation would exceed the Parachute Payment Limitation. The Plan
further provides that if receipt of such compensation would otherwise exceed the
Parachute Payment Limitation, the participant shall have the right to designate
which aspects of the compensation are to be reduced or eliminated so that the
Change of Control Compensation received will not exceed the Parachute Payment
Limitation.
Section 280G of the Code generally defines a "parachute payment" as any
compensation paid by a corporation to a person which is contingent on a change
in the ownership or effective control of the corporation, and the present value
of which is greater than or equal to three times the "base amount," which is the
average annual compensation received by the person from the corporation and
included in the person's gross income during the five most recent taxable years
ending before the change of control. If a parachute payment is made to a person,
the difference between the amount of the parachute payment and the base amount
(an "excess parachute payment") is not deductible by the corporation as
compensation expense for federal income tax purposes. In addition, a person
receiving a parachute payment is liable for an excise tax equal to 20% of the
amount of any excess parachute payment in addition to his or her liability for
ordinary income tax with respect to the parachute payment.
CONTENT AND EFFECT OF THE PROPOSED AMENDMENT
The proposed amendment provides that in the event of a Change of Control
Termination, a participant will be entitled to receive whichever of the
following two amounts provides the greater net after-tax proceeds: (1) all
Change of Control Compensation to which the participant is entitled
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without regard to the Parachute Payment Limitation, or (2) all Change of Control
Compensation to which the participant is entitled after taking into account the
Parachute Payment Limitation. Conforming amendments have been made to all
executive employment agreements (see the discussion on pages 28 and 29 of this
proxy statement under the caption "Executive Employment Agreements"),
conditioned upon approval of the proposed 1993 LTIP amendment by the
stockholders.
The proposed 1993 LTIP amendment also introduces certain defined terms that
are part of the previously described change, and modifies the definitions of
"Change of Control Termination" and "Good Reason" in certain respects to conform
those definitions with the comparable definitions contained in the Company's
executive employment agreements. Specifically, the proposed change to the
definition of "Change of Control Termination" expands the scope of conduct that
would justify termination of a participant without triggering the right to
receive Change of Control Compensation to include a broader range of unlawful
acts as well as the substantial and continuing failure for at least 60 days to
perform reasonably assigned duties. The proposed change to the definition of
"Good Reason" provides that changes to or elimination of benefit plans
constitute Good Reason for termination only if the replacement plans do not,
taken as a whole, provide reasonably comparable benefits.
If the proposed amendment is approved, and if a participant receives Change
of Control Compensation that is a parachute payment but is not subjected to the
Parachute Payment Limitation, the participant will be liable for the 20% excise
tax imposed by the Code on the amount of his or her "excess parachute payment,"
the difference between the amount of Change of Control Compensation and the
average annual compensation received by the participant from the Company during
the five taxable years preceding the Change of Control. No Change of Control
Compensation will be "grossed up" by the Company to cover the excise tax. At the
same time, the Company will not be entitled to a tax deduction for the amount of
any such "excess parachute payment." Given the Company's substantial net
operating loss carryforwards and future tax deductions for U.S. federal income
tax purposes, such non-deductibility would not be expected to financially
disadvantage the Company while such carryforwards and deductions remain
available. Nevertheless, the actual impact of the proposed amendment on Plan
participants and the Company is not determinable because of many uncertainties,
most notably if or when a Change of Control might occur and the Company's stock
price at such time.
Under certain circumstances, the proposed amendment (and the corresponding
amendments that would be made in executive employment agreements) could make an
unsolicited Change of Control more expensive for a person seeking to obtain
control of the Company, and arguably somewhat less likely as a result. The
Compensation Committee does not believe that the adoption of the proposed
amendment would be a material consideration for such a person.
SUMMARY OF THE 1993 LTIP
SHARES TO BE AWARDED. The Plan permits the Compensation Committee to award
stock options, restricted stock, SARs and performance units. Up to 6,000,000
shares of Common Stock may be the subject of awards under the Plan. Most Plan
awards have been, and most future awards are expected to be, stock options, with
performance restricted stock awards having been utilized to a lesser degree. No
awards of SARs or performance units have been made to date under the Plan. The
maximum number of shares of Common Stock that may be the subject of Plan awards
to any one participant in any calendar year may not exceed 250,000 shares.
PARTICIPANTS. Participants in the Plan are those officers and employees of
the Company (and its subsidiaries and any other affiliated entity approved by
the Compensation Committee) whose performance has had or can have a significant
effect on the success of the Company. Approximately 900 executive and managerial
level employees (including the executive officers) are eligible to participate
in the Plan.
STOCK OPTIONS. Options granted to acquire shares of Common Stock may either
be incentive stock options or nonqualified stock options. The Compensation
Committee may establish the terms of
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each option grant, subject to certain conditions. The exercise price per share
may not be less than the fair market value of a share of the underlying Common
Stock on the date the option is granted. Payment of the exercise price must be
in cash or by means of a "broker exercise notice," unless the Compensation
Committee permits payment in shares of previously owned Common Stock. An option
will generally not be exercisable within six months of its date of grant, and
will expire not more than ten years after the grant date. Unless the
Compensation Committee determines otherwise, an option will become exercisable
as to one-third of the shares subject to the option each year following the date
of grant.
RESTRICTED STOCK. The Plan allows awards of shares of Common Stock, which
may not be transferred or otherwise disposed of until transferability
restrictions lapse. Restrictions generally may not lapse within six months of
the date of grant. All restricted stock awards, other than those made to newly
hired employees, must be "performance-based" within the meaning of Section
162(m) of the Code, meaning that the Compensation Committee must specify a
performance goal and a performance period applicable to such a restricted stock
award, and the shares subject to such award may not vest unless the Compensation
Committee certifies that the goal for the performance period has been attained.
Each performance goal specified by the Compensation Committee must be a relative
or absolute measure of one or more of the following: total return to the
Company's stockholders; fully diluted earnings per share for the Company; or
earnings before interest and taxes, return on equity or invested capital, or
revenue growth for the Company or a specified subsidiary or division of the
Company. If a restricted stock award without performance conditions attached is
made to a newly hired employee, the Plan provides that the shares may vest only
over a period of at least three years from the date of grant. While restrictions
on transferability remain in effect, a participant has the right to vote the
stock and, unless the Compensation Committee provides otherwise, to receive any
dividends or distributions with respect thereto. If employment terminates while
restrictions on transferability remain in effect, shares still subject to the
restrictions are forfeited.
STOCK APPRECIATION RIGHTS AND PERFORMANCE UNITS. An SAR entitles the
recipient to receive a payment from the Company, in the form of cash, Common
Stock or both, equal to the difference between the market value of the number of
shares of Common Stock covered by the SAR as of the exercise date and the
exercise price of the SAR. The terms of an SAR award shall be as determined by
the Compensation Committee, subject to certain Plan requirements similar to
those applicable to stock options. Performance units may be awarded on such
terms and conditions as the Compensation Committee may specify. Upon
satisfaction of applicable terms and conditions, performance units may be
payable in cash, shares of Common Stock or some combination thereof in the
Compensation Committee's discretion.
ADMINISTRATION OF THE PLAN. The Plan is administered by the Compensation
Committee, which may interpret the Plan, establish rules for the Plan's
administration, determine the terms and conditions of incentive awards to be
made under the Plan (subject to the limitations expressed therein), modify the
terms of outstanding awards to the extent permitted by the Plan, and delegate
such authority to directors or officers of the Company as permitted by
applicable law, except that no such authority may be delegated with respect to
participants who are executive officers. The Plan specifically precludes the
Compensation Committee from accelerating the exercisability of stock options or
the vesting of restricted stock, except in the case of death, disability or
retirement, and except to the extent the exercise of such discretion does not,
in the aggregate over the life of the Plan, affect more than 3% of the shares
authorized for issuance under the Plan. The Plan also specifically precludes the
Compensation Committee from repricing "underwater" stock options. The
Compensation Committee may allow a participant to elect to receive some or all
of the participant's annual bonus in the form of nonqualified stock options or
shares of Common Stock rather than in cash.
AMENDMENT OF THE PLAN. The Board may amend the Plan in such respects as is
deemed advisable, subject to the need for stockholder approval if required
pursuant to Rule 16b-3 under the Securities Exchange Act of 1934 ("Exchange
Act"), Section 422 of the Code or the rules of the New York Stock Exchange
("NYSE").
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SHARE ADJUSTMENTS. If there is any material change in the corporate
structure or shares of Common Stock, including as a result of a merger or
consolidation, the Compensation Committee (or the board of the surviving
corporation) shall make appropriate adjustments in the aggregate number and kind
of securities subject to awards under the Plan and in the number of shares and
purchase price per share, if any, under any awards outstanding under the Plan.
If all or any portion of an award terminates unexercised or unvested, or if all
or any portion of an award is settled or paid in cash or any form other than
Common Stock, then the shares subject to such an award will automatically become
available for reissuance under the Plan.
EFFECT OF TERMINATION OF EMPLOYMENT. If a participant's employment is
terminated by reason of death or disability, each stock option award immediately
becomes fully exercisable but any restricted stock award (or portion thereof)
that has not yet vested will be forfeited. If a participant retires, a stock
option will continue for its full term and become exercisable as originally
scheduled, but any restricted stock award (or portion thereof) that has not yet
vested will be forfeited. The consequences of an employment termination that
constitutes a Change of Control Termination are discussed above. If a
participant's employment terminates for any other reason, options that are then
exercisable will continue to be exercisable for 90 days after termination
(unless termination is for cause), but shares of restricted stock not yet vested
are forfeited. Treatment of performance units and SARs upon termination of
employment will be as provided in the applicable award agreement.
NON-TRANSFERABILITY OF AWARD. No award granted under the Plan may be
transferred by a participant for any reason or by any means, except by will or
by the laws of descent and distribution.
TAX INFORMATION REGARDING STOCK OPTION AWARDS
The following is a summary of the general effect of U.S. federal income
taxation upon an optionee and the Company with respect to the grant and exercise
of options under the Plan and the subsequent sale of shares. This summary does
not discuss the income tax laws of any state or foreign country in which an
optionee may reside.
An optionee will not incur any federal income tax liability when an
incentive stock option ("ISO") or a nonqualified stock option is granted or
becomes exercisable. When a nonqualified option is exercised, the optionee will
generally recognize ordinary income equal to the difference between the fair
market value of the shares at the time of exercise and the aggregate exercise
price. This income will be subject to tax withholding by the Company, which will
be entitled to a tax deduction in an amount equal to the income recognized. Upon
resale of such shares by the optionee, any difference between the sale price and
the fair market value of the shares at the time the option was exercised will be
treated as capital gain or loss.
Generally, an optionee will not incur federal income tax liability as the
result of an exercise of an ISO. However, except in the case of death or
disability, if an ISO is exercised more than three months after an optionee's
termination of employment (a "disqualifying exercise"), the optionee will
recognize ordinary income equal to the difference between the fair market value
of the shares on the date of exercise and the aggregate exercise price. When the
shares acquired upon exercise of an ISO are sold, the optionee will be taxed on
the difference between the sale price and the exercise price. If such a sale
does not occur within two years of the date the ISO was granted or within one
year of the date it was exercised, then any gain will be treated as long-term
capital gain. If such a sale occurs within either of the time periods specified
in the preceding sentence (a "disqualifying disposition"), then the portion of
the optionee's gain equal to the difference between the fair market value of the
stock on the date of exercise (or, if less, the selling price) and the exercise
price will be treated as ordinary compensation income, while the balance of any
gain would be treated as capital gain. The Company is generally not entitled to
a deduction as the result of the grant or exercise of an ISO. However, if the
optionee recognizes ordinary income as the result of a disqualifying exercise or
disposition, the Company is entitled to a deduction in an equivalent amount.
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APPROVAL OF THE
1996 DIRECTOR PERFORMANCE INCENTIVE PLAN
(ITEM 4)
INTRODUCTION
On February 16, 1996, the Governance Committee of the Board of Directors,
pursuant to authority expressly delegated to it by the Board of Directors,
approved (subject to stockholder approval) the 1996 Director Performance
Incentive Plan (the "DPIP"), and authorized the submission of the DPIP to the
Company's stockholders for their approval. The DPIP is intended not only to
replace the Company's 1993 Non-Employee Director Stock Plan, which expired in
February 1996, but also to replace the Directors' Retirement Plan, which will be
terminated if the DPIP is approved. If the DPIP is approved and the Directors'
Retirement Plan terminated, directors who have accrued the maximum 48 quarters
of benefits under the Directors' Retirement Plan will receive the present value
of their accrued retirement plan benefit in the form of a grant under the DPIP
of shares of Common Stock. Directors who have not accrued the maximum quarters
of benefits under the Directors' Retirement Plan will receive the present value
of their accrued retirement plan benefit in the form of a grant under the DPIP
of shares of Common Stock, and will also receive a restricted stock award under
the DPIP intended to transition them from participation in the Directors'
Retirement Plan to the stock-based compensation formulation for future directors
reflected in the DPIP.
The Governance Committee believes that the DPIP will advance the interests
of the Company and its stockholders by (i) increasing the stock-based portion of
outside director compensation, thereby more closely aligning the interests of
directors with the interests of the Company's stockholders, and (ii) providing
an additional means by which the Company can attract and retain experienced and
knowledgeable people to serve as directors. Moreover, by terminating the
Directors' Retirement Plan in connection with approval of the DPIP, the
Governance Committee and the Board as a whole seek to minimize the importance of
length of service in determining outside directors' compensation. THE BOARD
THEREFORE RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE
1996 DIRECTOR PERFORMANCE INCENTIVE PLAN. The vote required to approve the DPIP
is a majority of the shares of Common Stock represented in person or by proxy at
the Annual Meeting and entitled to vote on the matter.
SUMMARY OF THE 1996 DIRECTOR PERFORMANCE INCENTIVE PLAN
The following summary of the principal features of the DPIP is qualified by
reference to the full text of the DPIP, which is attached to this proxy
statement as Appendix B.
SHARES AVAILABLE UNDER THE DPIP. Up to 125,000 shares of Common Stock may
be the subject of awards under the DPIP, which may be in the form of stock
options, restricted stock or, in connection with the termination of the
Directors' Retirement Plan and the settlement of accrued benefits thereunder,
shares of Common Stock not subject to any restrictions. The shares of Common
Stock issuable under the DPIP may be either authorized but unissued shares or
treasury shares. If there is any material change in the corporate structure or
shares of Common Stock, such as in connection with a merger, recapitalization,
stock split, stock dividend or other extraordinary dividend (including a
spin-off), the aggregate number and kind of securities subject to award under
the DPIP, the number of shares issuable upon the exercise of options and the
exercise price of options will be appropriately adjusted to prevent dilution or
enlargement of rights of participants. If any option award terminates without
having been exercised in full, or if all or any portion of a restricted stock
award is forfeited by any participant, then unexercised or unvested shares
subject to such an award will automatically again become available for issuance
under the DPIP.
ELIGIBILITY. All directors of the Company who are not employees of the
Company or its subsidiaries are eligible to participate in the DPIP.
OPTION GRANTS. An annual grant of an option to purchase 1,500 shares of
Common Stock will be made automatically to each eligible director on the date
the director is elected or re-elected to the
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Board by the stockholders of the Company, beginning May 8, 1996. The exercise
price per share of each option granted under the DPIP will be 100% of the fair
market value of the underlying Common Stock on the date the option is granted.
Payment of the exercise price must be in cash or by means of a "broker exercise
notice." An option granted under the DPIP will become exercisable in full six
months after its date of grant, and will expire 10 years from its date of grant.
RESTRICTED STOCK GRANTS. A one-time award of shares of Common Stock,
subject to the restrictions described below, will be made to each future outside
director when such director is first elected or appointed to the Board. The
number of shares subject to such an award will be determined by dividing an
amount equal to four times the dollar value of the then current annual retainer
for an outside director by the average closing price of a share of Common Stock
on the NYSE for the ten trading days prior to the effective date of the
individual's election or appointment to the Board, rounded to the nearest 100
shares. A one-time transitional award of a smaller number of shares of
restricted stock under the DPIP will also be made to each current outside
director who has not yet accrued the maximum 48 quarters of benefits under the
Directors' Retirement Plan, such award to be effective as of the date the DPIP
is approved by the Company's stockholders. The number of shares subject to such
a transitional award will be determined by first utilizing the formula described
earlier in this paragraph (using the ten trading days prior to May 8, 1996), and
multiplying that result by a fraction, the denominator of which is 48 and the
numerator of which is the number of whole and partial calendar quarters from
July 1, 1996 through the earlier of (i) the twelfth anniversary of the
director's initial election or appointment to the Board, or (ii) the date of the
first annual meeting of stockholders after the director reaches the Board's
mandatory retirement age of 70. Current directors who have accrued 48 quarters
of benefits under the Directors' Retirement Plan will not receive a transitional
restricted stock award under the DPIP.
The DPIP provides that shares of Common Stock subject to a restricted stock
award may not be transferred or otherwise disposed of until restrictions on such
actions lapse. Such restrictions will ordinarily lapse over a five year period,
with 20% of the shares subject to an award vesting on each anniversary of the
date of grant. If, however, a current director who is to receive a transitional
restricted stock award is within five years of either completing 48 quarters of
service on the Board or the mandatory retirement date from the Board, such
director's transitional award will vest ratably over the number of years
remaining until the earlier of those two events. Prior to the vesting of
restricted shares, a director has the right to vote such shares and, unless the
Governance Committee provides otherwise, to receive any dividends or
distributions with respect thereto.
SHARE AWARDS IN LIEU OF RETIREMENT BENEFITS. The DPIP provides that in
connection with the termination of the Directors' Retirement Plan, each current
director will receive the discounted present value of his or her accrued benefit
under the Directors' Retirement Plan in shares of Common Stock. The number of
shares to be received by each director will be determined by dividing the
discounted present value of that director's accrued retirement plan benefit by
the average closing price of a share of Common Stock on the NYSE for the ten
trading days prior to May 8, 1996. The shares to be received will not be subject
to any restrictions on transferability, nor to any risk of forfeiture.
TERMINATION OF SERVICE AS A DIRECTOR. If a participant's service as a
director is terminated due to death or disability, all outstanding options then
held by the director will become exercisable in full and will remain exercisable
for the remainder of their terms, and any restricted stock award then held by
the director will become fully vested. If a director voluntarily resigns from
the Board, shares of restricted stock not yet vested will be forfeited and
outstanding options then held by the director will remain exercisable for three
months to the extent they were exercisable as of such resignation. If a
participant's service as a director terminates for any other reason, the
director's outstanding options that are then exercisable will remain exercisable
for the remainder of their terms, the portion of the director's shares of
restricted stock that was scheduled to vest on the next vesting date following
the date of termination will immediately vest, but options not yet exercisable
and other shares of restricted stock not yet vested will be forfeited.
16
<PAGE>
ADMINISTRATION OF THE DPIP. The DPIP will be administered by the Governance
Committee. The Governance Committee will have no discretion or authority to
determine eligibility to participate in the DPIP, the number of shares of Common
Stock to be subject to awards under the DPIP, or the timing, pricing or other
terms and conditions of such awards.
AMENDMENT OF THE DPIP. The Board of Directors may amend the DPIP in such
respects as is deemed advisable, subject to the need for stockholder approval if
required pursuant to Rule 16b-3 under the Exchange Act, Section 422 of the Code
or the rules of the NYSE.
NON-TRANSFERABILITY OF AWARD. No award granted under the DPIP may be
transferred by a participant for any reason or by any means, except by will or
by the laws of descent and distribution.
TERM OF THE DPIP. The DPIP will be deemed effective as of May 8, 1996 if
approved by the Company's stockholders, and awards under the DPIP may be made
until May 31, 2001. If the DPIP is not approved by the stockholders, no awards
under the DPIP will become effective and the Directors' Retirement Plan will not
be terminated.
TAX INFORMATION REGARDING STOCK OPTION AWARDS
The federal income tax consequences for participating directors and for the
Company of grants and exercises of options awarded under the DPIP, and of
subsequent sales of Common Stock obtained through the exercise of such options,
are the same as the tax consequences associated with nonqualified options
awarded under the 1993 LTIP as described on page 14 under the caption "Tax
Information Regarding Stock Option Awards."
AWARDS UNDER THE 1996 DIRECTORS PERFORMANCE INCENTIVE PLAN
As of the date of this proxy statement, no awards have been made under the
DPIP. If the DPIP is approved by the Company's stockholders, each of the eight
current outside directors will receive DPIP awards effective May 8, 1996. The
following table summarizes awards that would be made under the DPIP as of May 8,
1996, assuming approval of the DPIP and the termination of the Directors'
Retirement Plan, and assuming that the average closing price of a share of
Common Stock on the NYSE for the ten trading days prior to May 8, 1996 is
$45.00.
NEW PLAN BENEFITS
1996 DIRECTOR PERFORMANCE INCENTIVE PLAN
<TABLE>
<CAPTION>
PRESENT VALUE OF SHARES RECEIVED IN TRANSITIONAL SECURITIES
ACCRUED RETIREMENT LIEU OF ACCRUED RESTRICTED STOCK UNDERLYING OPTIONS
NAME PLAN BENEFIT($)(1) RETIREMENT BENEFIT(#) AWARD (#) (#)
- --------------------------------- ------------------ --------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Ruth M. Davis.................... $ 172,076 3,824 -- 1,500
Allen W. Dawson.................. 150,924 3,354 167(2) 1,500
Richard G. Lareau................ 172,076 3,824 -- 1,500
George R. Lewis.................. 36,308 807 1,708(3) 1,500
Charles Marshall................. 119,388 2,653 500(4) 1,500
Carol J. Uhrich.................. 36,308 807 1,708(3) 1,500
Richard W. Vieser................ 131,657 2,926 333(5) 1,500
Paul S. Walsh.................... 91,732 2,038 1,167(3) 1,500
</TABLE>
- ------------------------
(1) The present value, using an 8% discount rate, of accrued benefits commencing
immediately upon termination of the Directors' Retirement Plan.
(2) Would vest on May 8, 1997.
(3) Would vest in 20% increments on May 8, 1997-2001.
(4) Would vest in 33 1/3% increments on May 8, 1997-1999.
(5) Would vest in 50% increments on May 8, 1997 and 1998.
17
<PAGE>
APPROVAL OF THE
EMPLOYEE STOCK PURCHASE PLAN
(ITEM 5)
INTRODUCTION
The Board of Directors adopted the Ceridian Corporation Employee Stock
Purchase Plan (the "ESPP") on June 29, 1995, and reserved 500,000 shares of
Common Stock for issuance thereunder. At the Annual Meeting, stockholders are
being requested to approve the ESPP in accordance with the requirements of
Section 423 of the Code.
The purpose of the ESPP is to advance the interests of the Company and its
stockholders by providing employees of the Company and its designated
subsidiaries with the opportunity to purchase Common Stock on favorable terms
through regular payroll deductions. The ESPP is intended to qualify as an
employee stock purchase plan within the meaning of Section 423 of the Code. THE
BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE
EMPLOYEE STOCK PURCHASE PLAN. The vote required to approve the ESPP is a
majority of the shares of Common Stock represented in person or by proxy at the
Annual Meeting and entitled to vote on the matter.
SUMMARY OF THE EMPLOYEE STOCK PURCHASE PLAN
The following summary of the principal features of the ESPP is qualified by
reference to the full text of the ESPP, which is attached to this proxy
statement as Appendix C.
ELIGIBILITY TO PARTICIPATE. Any employee of the Company or one of its
designated subsidiaries is eligible to participate in the ESPP during any
offering period if he or she was so employed on the last day of the calendar
month preceding that offering period, and was not at that time on long-term
disability or unpaid leave status. Executive officers of the Company, including
those listed on page 24 of this proxy statement, were not eligible to
participate in the ESPP until the March 16 - June 15, 1996 offering period, and
their ability to purchase shares of Common Stock at the end of that offering
period is conditioned on prior stockholder approval of the ESPP. Eligible
employees become participants in the ESPP by submitting to the Company an
enrollment form by the last business day of the month preceding the applicable
offering period. Because participation in ESPP is voluntary, and one's level of
participation is a matter of personal choice, future purchases under the ESPP
are not determinable.
PURCHASES UNDER THE ESPP. Shares of Common Stock will be purchased on
behalf of ESPP participants approximately five business days after the end of
each offering period, using payroll deductions that have accumulated during the
preceding offering period. The offering periods are three months long and begin
on March 16, June 16, September 16, and December 16 each year. The per share
purchase price under the ESPP is 85% of the lesser of the closing price on the
NYSE of a share of Common Stock on the first day or last day of an applicable
offering period.
RIGHTS TO PURCHASE SHARES. As of the first day of each offering period,
each participant is granted the right to purchase as many whole and fractional
shares of Common Stock as his or her payroll deductions during that offering
period will purchase at the price described earlier, but not to exceed a number
of shares equal to $6,250 divided by the fair market value of a share of Common
Stock on the first day of the offering period. Subject to that limitation, the
number of shares purchased at the end of an offering period is determined by
dividing a participant's payroll deductions during that offering period by the
purchase price. Participants may not transfer or otherwise dispose of their
rights or the amount of their payroll deductions under the ESPP.
PAYROLL DEDUCTIONS. Shares may be purchased under the ESPP only with
payroll deductions; no separate cash payments may be utilized. Participants
designate on their enrollment forms the amount of money they want deducted from
each paycheck to purchase Common Stock under the ESPP. The minimum payroll
deduction permitted is $25 per month, and the maximum permitted is $5,312.50
(85% of $6,250) per offering period. No interest is paid on payroll deductions
between the time the
18
<PAGE>
money is withheld from a participant's paycheck and the time the money is used
to purchase Common Stock. Payroll deduction amounts may be increased, decreased
or suspended as of the beginning of the next offering period if a change form is
submitted to the Company by the last business day of the month preceding the
applicable offering period. Once begun, payroll deductions in the amount
specified will continue during each succeeding offering period until the
participant changes the amount in the manner provided above, withdraws from the
ESPP, or the Company terminates the ESPP.
WITHDRAWAL FROM THE ESPP. A participant may withdraw from the ESPP at any
time by providing written notice to the Company, and will receive a refund of
payroll deductions not already used to purchase Common Stock. A participant will
be deemed to have withdrawn from the ESPP if he or she suspends all payroll
deductions to the ESPP for four consecutive offering periods, or if, for any
reason, his or her net pay each payday after deductions not related to the ESPP
becomes less than the amount designated to be deducted each payday for
contribution to the ESPP. Any participant who has withdrawn from the ESPP but
remains eligible to participate in the ESPP may re-enroll in the ESPP in the
manner described earlier (although executive officers may be subject to
additional restrictions under Rule 16b-3 under the Exchange Act).
TERMINATION OF EMPLOYMENT. Termination of a participant's employment for
any reason, including retirement or death, will immediately terminate
participation in the ESPP. Payroll deductions credited to such participant's
ESPP account that have not already been used to purchase Common Stock will be
returned to the participant or his or her beneficiaries.
SHARES AVAILABLE UNDER THE ESPP. The shares of Common Stock to be purchased
under the ESPP may be either authorized but unissued shares or treasury shares.
If there is any change in the number of outstanding shares of Common Stock as
the result of a stock split, consolidation of shares, stock dividend (including
a spin-off) or similar transaction, the aggregate number of securities available
for purchase under the ESPP, the number of shares each ESPP participant has the
right to purchase during the current offering period and the purchase price of
those shares will be appropriately adjusted. If the Company is the surviving
corporation in a merger or other reorganization, similar equitable adjustments
will be made. If the Company is not the surviving corporation in such a
transaction, the ESPP will terminate unless provision is made in connection with
that transaction for the ESPP to continue on substantially similar terms.
ADMINISTRATION OF THE ESPP. The ESPP is administered by the Compensation
Committee, which has the authority to interpret the ESPP, to establish rules and
make determinations regarding the ESPP, and to delegate such authority to
directors or officers of the Company in accordance with applicable law.
AMENDMENT AND TERMINATION OF THE ESPP. The Board of Directors may, in its
discretion, amend or terminate the ESPP at any time, except that no such
amendment may (i) adversely affect previously granted rights to purchase Common
Stock without the consent of the participant(s) affected; (ii) cause the ESPP to
fail to meet the requirements of Section 423 of the Code; or (iii) be made
without stockholder approval if required pursuant to Rule 16b-3 under the
Exchange Act, Section 423 of the Code or the rules of the NYSE. If the ESPP is
terminated, all payroll deductions not already used to purchase Common Stock
will be refunded and all outstanding rights to purchase Common Stock will be
canceled.
TAX INFORMATION REGARDING THE ESPP
Because the ESPP is intended to comply with Section 423 of the Code, a
participant will not realize any taxable income when he or she is granted the
right at the beginning of an offering period to purchase shares, or when he or
she purchases shares at the end of an offering period. The federal income tax
consequences a participant realizes when he or she disposes of shares purchased
through the ESPP depend on how long the participant kept the shares before
disposing of them.
If a participant sells the shares two or more years after the first day of
the applicable offering period, then at that time the participant will recognize
as ordinary income the lesser of (i) the
19
<PAGE>
difference between the fair market value of the shares on the date of sale and
the amount the participant paid for the shares, or (ii) 15% of the fair market
value of the shares on the first day of the applicable offering period. If the
shares are sold within this two year holding period, then the participant will
recognize as ordinary income an amount equal to the difference between the fair
market value of the shares on the last day of the applicable offering period and
the amount the participant paid for the shares. In either case, in addition to
the amount recognized as ordinary income, a participant may recognize a capital
gain or loss in an amount equal to the difference between (a) the amount
received from the sale of the shares and (b) the sum of the amount paid for the
shares and the amount recognized as ordinary income.
The Company is not entitled to a deduction for amounts taxed to a
participant as ordinary income or capital gain, except for ordinary income
recognized by a participant as a result of selling shares within the two year
holding period described above.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation Committee is comprised solely of outside
directors and is responsible for establishing and administering the compensation
program for the senior executive officers of the Company. The Company's
compensation program is designed to be competitive with other well-managed
companies with which the Company competes for executives, to reward superior
performance with superior levels of compensation, and to more closely align the
interests of senior management with the interests of the Company's stockholders.
The three components in the Company's executive compensation program are
base salary, annual incentive bonus and long-term incentive compensation. With
the addition in 1994 of performance restricted stock awards (described below) to
the long-term incentive component, the target mix of total compensation is 20%
to 40% base salary, with the balance consisting of performance-based variable
components (annual incentive bonus and long-term incentive compensation).
Greater weight is generally given to performance-based compensation at higher
levels of responsibility within the Company. Performance goals for incentive
compensation plans are determined by the Compensation Committee in conjunction
with the Board's approval of the Company's strategic and operating plans.
Information regarding competitive compensation levels and practices for
positions comparable to executive officer positions within the Company is
obtained by the Compensation Committee from nationwide compensation survey
information collected and evaluated by independent consulting firms, and advice
from an independent, nationally recognized compensation consulting firm. As a
result, comparative compensation information is drawn from a broader range of
companies than those included in the industry indices contained in the
performance graph on page 23, and not all of the companies included in the
performance graph indices are included in the surveys utilized. Based on this
information, the Compensation Committee generally targets base salary and total
cash compensation (salary plus annual bonus) for each executive officer position
to fall in a range between the 50th and 75th percentiles of the relevant
compensation marketplace, although base salary and total cash compensation may
fall outside this range if the Compensation Committee believes individual
circumstances warrant.
SALARY. The annual determination of an individual officer's salary with
respect to the prescribed target range is based on a subjective assessment by
the Compensation Committee of the responsibilities of the position, competitive
practice and the performance, experience and current salary of the executive
filling the position. The 1995 base salaries for executive officers were
generally within or slightly below the targeted range.
ANNUAL INCENTIVE BONUS. The annual incentive program provides yearly cash
bonuses to executive officers, although the Compensation Committee may, in its
discretion, permit individuals to elect to receive part or all of their annual
bonus in the form of stock options rather than cash. The annual determination of
an individual officer's target bonus, expressed as a percentage of base salary,
is based on a subjective assessment by the Compensation Committee of the same
factors considered with
20
<PAGE>
respect to determining salaries, and the Compensation Committee's philosophy
regarding performance-based compensation. The 1995 target bonus percentages for
executive officers were calculated to deliver total cash compensation generally
within or slightly below the targeted range.
For 1995, target bonus percentages for executive officers other than Mr.
Perlman ranged from 35% to 55% of base salary, with the maximum possible bonus
one and one-half times the target amount and the threshold bonus one-half of the
target amount. Of the total potential annual bonus, 80% consisted of a financial
component. For staff officers, the financial component consisted of a
requirement that the Company achieve a specified level of earnings per share
("EPS") during 1995. For executive officers assigned to operating units,
one-fourth of the financial component consisted of the same Company EPS
requirement and the balance consisted of a requirement that the operating unit
achieve a specified level of pre-tax earnings, except that in the case of
Ceridian Employer Services ("CES"), any payment of the operating unit financial
component at a level above target was based on a requirement that CES satisfy
criteria relating to reinvestment in the business. Payments of the financial
component of the annual bonus can be made at, above or below the target
percentages depending on whether the financial performance of the Company (and,
if applicable, the business unit to which the executive is assigned) met,
exceeded or fell short of the applicable targeted financial goal. The targeted
financial component of the annual bonus would be payable if budgeted earnings
were achieved, but no bonus would be payable if the earnings threshold amount
were not achieved. The Compensation Committee retains discretion to exclude the
financial impact of unusual or extraordinary events from the calculation of the
financial component of annual bonuses, and in 1995 excluded the impact of fourth
quarter charges related to the Company's acquisition of Comdata.
The 20% non-financial component of the annual bonus was based on the
Compensation Committee's subjective assessment of the executive officer's
individual performance in the areas of quality improvement and fostering work
force diversity. For 1995, payment of the financial and non-financial components
of the annual incentive program ranged from below target to superior for the
executive officers, resulting in bonus payments for executive officers other
than Mr. Perlman ranging between 30% and 82.5% of base salary.
The Compensation Committee also retains discretion to supplement an
officer's annual incentive bonus if, in its judgment, such an action is
warranted in individual circumstances. In 1995, such supplemental bonuses were
paid to three executive officers.
LONG-TERM INCENTIVES. Long-term incentives for executive officers consist
of stock options, awarded annually, and shares of performance restricted stock.
Based on information gathered from compensation surveys and the Company's
independent compensation consultant, the Compensation Committee generally
targets annual option awards for each executive officer position to fall between
the 50th and 75th percentiles of the relevant compensation marketplace. The
annual determination of an individual officer's option award within the range
prescribed for his or her position is based on a subjective assessment by the
Compensation Committee of the responsibilities of the position and the
performance and experience of, and past option awards made to, the individual.
For 1995, option awards were generally near or somewhat above the upper end of
the targeted range. The Company's 1993 Long-Term Incentive Plan prohibits the
repricing of stock options.
As to the performance restricted stock, all shares awarded will vest only if
the Company's total return to stockholders over performance periods of two,
three and four years is at least in the 90th percentile of all companies in the
S&P 500. Fifty percent of the shares will vest if the Company's total return to
stockholders is at least in the 75th percentile, twenty-five percent will vest
if the Company's total return is at least in the 60th percentile, and no shares
will vest if total return is less than the 60th percentile. Shares which do not
vest by the end of the final performance period are forfeited. The determination
of an officer's performance restricted stock award is primarily a function of
the total compensation range targeted for his or her position and the expected
value of the other elements of his or her compensation package, with 60th
percentile total return performance generally expected to result in total
compensation at or near the upper end of the targeted compensation range for the
21
<PAGE>
position, and 75th and 90th percentile total return performance generally
expected to result in total compensation in excess of the upper end of the
targeted range. The 1993 LTIP requires that restricted stock awards may be made
to existing employees only if the vesting of such awards is conditioned on the
satisfaction of specified performance conditions, such as those described above.
CHANGE OF CONTROL COMPENSATION. As discussed on page 10 under the caption
"Purpose of the Proposed Amendment," the Compensation Committee has approved an
amendment to the change of control provisions in the Company's 1993 LTIP and
executive employment agreements so as to permit the payment of Change of Control
Compensation in an amount in excess of the "parachute payment" limit specified
in Section 280G of the Code, unless retention of that limit would result in
greater net after-tax proceeds to an individual. The Compensation Committee has
recommended that the stockholders approve the amendment to the 1993 LTIP for the
reasons discussed in that portion of the proxy statement.
CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Perlman's base salary during 1995
was $650,000, an 8.3% increase from the previous year, and was within the
targeted range. Mr. Perlman's 1995 annual bonus was determined based solely on
the Company's EPS, and amounted to 97.5% of base salary as compared to a target
of 65%, reflecting superior earnings performance for the Company during 1995
after adjustment for charges related to the Comdata acquisition. During 1995,
Mr. Perlman was also granted a stock option for 80,000 shares. Mr. Perlman's
salary, annual bonus target percentage and long-term incentive compensation are
determined by the Compensation Committee in accordance with the practices
described above and reflect the Committee's desire to increasingly orient his
compensation toward performance-based components. These determinations are made
in conjunction with a review of competitive compensation data with the Company's
independent consultant and are based primarily on the outside directors'
evaluation of Mr. Perlman's performance, the Company's performance, and the
Company's stock price performance, all of which were considered outstanding. No
specific weighting is assigned to the factors considered by the Compensation
Committee.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Section 162(m) of the Code limits
to $1 million the tax deduction for annual compensation paid to each of the
executive officers named on page 24 unless certain requirements are met. One of
these requirements is that compensation over $1 million be based on the
Company's attainment of performance goals approved by its stockholders. While
the Company has satisfied these requirements with respect to compensation in the
form of stock options, all other forms of compensation are subject to this $1
million limit. In 1995, only Mr. Perlman exceeded this limit, and the Company
was unable to deduct the amount of his compensation in excess of that amount.
While the Compensation Committee supports the philosophy that a significant
portion of the total compensation provided to an executive should be
performance-based, it also believes that it is important for it to retain the
flexibility to tailor the compensation program in the manner it believes most
beneficial to the Company. Moreover, the non-deductible amount of compensation
paid in 1995 was not material to the Company, nor does such non-deductibility
financially disadvantage the Company at the present time given the Company's
substantial net operating loss carryforwards and future tax deductions for U.S.
federal income tax purposes.
February 29, 1996 Compensation and Human Resources Committee
Charles Marshall, Chairman
Carole J. Uhrich
Paul S. Walsh
22
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The graph below compares the cumulative total return during the period
1991-1995 for the Company's Common Stock, the S&P 500 Index, the S&P Computer
Software and Services Index and the S&P Electronics-Defense Index. This graph
assumes the investment of $100 in the Company's Common Stock, the S&P 500 Index
and each of the industry indices on December 31, 1990, and the reinvestment of
all dividends as and when distributed. Included in the dividends reinvested is
the 1992 dividend distribution by the Company to its stockholders of all of the
common stock of the Company's former computer systems subsidiary, Control Data
Systems, Inc. For purposes of this graph, it is assumed that the shares of
Control Data Systems stock were received on the September 1, 1992 ex-dividend
date, sold at the closing market price on that date, and the proceeds reinvested
in shares of Ceridian Common Stock at the closing market price on that date.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
(CERIDIAN CORPORATION, THE S&P 500 INDEX AND INDUSTRY INDICES)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CERIDIAN S&P COMPUTER SOFTWARE S&P ELECTRONICS
(FISCAL YEAR COVERED) CORPORATION AND SERVICES (DEFENSE) S&P 500 INDEX
- ----------------------------------- ----------- ---------------------- --------------- --------------
<S> <C> <C> <C> <C>
Measurement Pt-12/31/90............ $ 100.00 $ 100.00 $ 100.00 $ 100.00
FYE 12/31/91....................... $ 122.54 $ 152.45 $ 140.02 $ 130.47
FYE 12/31/92....................... $ 200.10 $ 180.54 $ 144.90 $ 140.41
FYE 12/31/93....................... $ 249.30 $ 230.42 $ 189.48 $ 154.56
FYE 12/31/94....................... $ 352.63 $ 272.37 $ 183.77 $ 156.60
FYE 12/31/95....................... $ 541.24 $ 382.77 $ 365.71 $ 215.45
</TABLE>
23
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation for the past three years of
the Company's five most highly compensated officers as of December 31, 1995,
including the chief executive officer (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION --------------------------
------------------------------------- RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS COMPENSATION
POSITION YEAR ($) ($) ($) ($)(1) (#) ($)(2)
- ----------------------------------- --------- --------- ----------- ------------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence Perlman 1995 $ 650,000 $ 633,750 -- -- 80,000 $ 3,375
Chairman, President and 1994 600,000 585,164 -- -- 80,000 3,375
Chief Executive Officer 1993 600,000 390,109(3) -- -- 139,998(3) 4,497
Ronald L. Turner 1995 300,000 222,900 25,000 $ 3,375
Executive Vice President and 1994 300,000 260,000 25,000 3,375
President and Chief Executive 1993 273,625 285,125 $ 98,067(4) $ 75,000 80,000 --
Officer of Computing Devices
International
John R. Eickhoff 1995 240,000 263,000 -- -- 30,000 $ 3,375
Executive Vice President and 1994 225,000 158,500(5) -- -- 30,822(5) 3,375
Chief Financial Officer 1993 187,594 135,113 -- -- 40,000 2,698
George L. McTavish 1995 348,140 139,256 -- -- 82,000 --
Executive Vice President and
President and Chief Executive
Officer of Comdata Holdings
Corporation (6)
Stephen B. Morris 1995 260,040 189,249 -- -- 25,000 $ 3,375
Executive Vice President and 1994 260,040 175,635 -- -- 25,000 2,928
President and Chief Executive 1993 250,008 165,375 -- -- 30,000 --
Officer of Arbitron
</TABLE>
- ------------------------
(1) The amount reported in the table above represents the market value of the
shares of Common Stock awarded on the date of grant, determined by utilizing
the closing price of the Common Stock on the NYSE on the grant date. Holders
of restricted stock are entitled to receive any dividends payable on the
Common Stock, but such dividends are subject to forfeiture if the underlying
shares of stock are forfeited. Performance restricted stock grants made
during 1994 and 1995 are not included in the table above, but an award of
that type made during 1995 is reported on page 27 in the table captioned
"Long-Term Incentive Plans - Awards in Last Fiscal Year." At the end of
1995, the number and value (based on the $41.25 closing price of the
Company's Common Stock on the NYSE on December 31, 1995) of aggregate
restricted stock holdings of the Named Executives was as follows:
<TABLE>
<CAPTION>
NAME NO. OF SHARES VALUE ($)
------------------ ------------- -------------
<S> <C> <C>
Mr. Perlman........................................... 75,000 $ 3,093,750
Mr. Turner............................................ 52,500 2,165,625
Mr. Eickhoff.......................................... 50,000 2,062,500
Mr. McTavish.......................................... 30,000 1,237,500
Mr. Morris............................................ 50,000 2,062,500
</TABLE>
24
<PAGE>
Except for 2,500 shares held by Mr. Turner, all restricted stock holdings
shown in the preceding table reflect shares not yet vested resulting from
performance restricted stock awards made in 1994 and 1995, the vesting of
which are subject to the satisfaction of performance conditions over two,
three and four year performance periods ending April 30, 1996, 1997 and
1998.
(2) The amounts disclosed for each individual represent the Company's
contributions to the accounts of the named individuals in the Company's
Personal Investment Plan, a 401(k) defined contribution plan.
(3) Mr. Perlman's cash bonus was reduced as a result of his election to receive
a portion of his 1993 bonus in the form of a stock option covering 39,998
shares.
(4) The amount disclosed for Mr. Turner includes $44,371 in relocation expenses
and $35,910 in tax reimbursement payments related thereto.
(5) The cash bonus of Mr. Eickhoff was reduced as a result of his election to
receive a portion of his 1994 bonus in the form of a stock option covering
5,822 shares.
(6) Mr. McTavish became an executive officer of Ceridian on December 12, 1995
when Comdata Holdings Corporation was acquired by Ceridian. Amounts shown
reflect compensation received during 1995 from both Comdata and Ceridian.
STOCK OPTION GRANTS
The following table summarizes information regarding stock options granted
during 1995 to the Named Executives.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
--------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM(3)
OPTIONS/SARS EMPLOYEES IN FISCAL BASE PRICE EXPIRATION ----------------------------------
NAME GRANTED (#) YEAR ($/SH)(2) DATE 5% ($) 10% ($)
- -------------------------- ------------- ----------------------- ----------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence Perlman 80,000(4) 7.4% $ 41.88 11/20/05 $ 2,110,752 $ 5,327,136
Ronald L. Turner 25,000(4) 2.3% 41.88 11/20/05 659,610 1,664,730
John R. Eickhoff 30,000(4) 2.8% 41.88 11/20/05 791,532 1,997,676
George L. McTavish 57,000(5) (5) 21.05 4/20/05 2,661,473(5) 4,738,766(5)
25,000(4) 2.3% 42.88 12/12/05 675,360 1,704,480
Stephen B. Morris 25,000(4) 2.3% 41.88 11/20/05 659,610 1,664,730
</TABLE>
- ------------------------
(1) Except as discussed in note (5) below, all options were granted under
Ceridian's 1993 Long-Term Incentive Plan, which prohibits both the repricing
of any stock option and, under most circumstances, accelerating the
exercisability of any stock option. Exercisability will, however, generally
be accelerated if a recipient's employment is terminated within two years of
a change of control of the Company.
(2) Except as discussed in note (5) below, the per share exercise price of each
option granted in 1995 is equal to the fair market value (closing price on
the NYSE) of a share of Ceridian Common Stock on the date of grant.
(3) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of Ceridian Common Stock, overall market conditions and the
optionees' continued employment through the vesting period. The amounts
represented in this table may not necessarily be achieved.
25
<PAGE>
(4) These options become exercisable in cumulative one-third installments on
January 1 of 1997, 1998 and 1999.
(5) Option awarded to Mr. McTavish by Comdata pursuant to its stock option plan
prior to Ceridian's acquisition of Comdata. The per share exercise price of
this option was equal to the fair market value of a share of Comdata common
stock on the date of grant, and the option becomes exercisable in cumulative
20% installments on each anniversary of the date of grant. In connection
with the Comdata acquisition, Ceridian assumed Comdata's stock option plan,
and each outstanding option to purchase shares of Comdata common stock was
converted into an option to acquire 57% as many shares of Ceridian Common
Stock, with an adjusted exercise price equal to about 175% of the original
exercise price. The potential realizable values shown for this option assume
that, in addition to the value inherent in this option as of the date it was
assumed by Ceridian (December 12, 1995), Ceridian Common Stock would
continue to appreciate for the remainder of the option term at the rates
shown.
OPTION EXERCISES AND OPTION VALUES
The following table summarizes information regarding the exercise of stock
options during 1995 by the Named Executives, as well as the December 31, 1995
value of unexercised stock options held by the Named Executives.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT
OPTIONS/SARS AT
FISCAL YEAR END (#) FISCAL YEAR END ($)(1)
SHARES ACQUIRED VALUE -------------------------- -----------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------- --------------- ----------- ----------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence Perlman................. -- -- 631,704 283,332 $ 19,780,538 $ 4,276,301
Ronald L. Turner................. -- -- 43,334 86,666 1,108,551 1,292,299
John R. Eickhoff................. -- -- 117,596 83,332 3,518,819 1,085,901
George L. McTavish............... -- -- 131,785 137,174 3,834,419 2,649,023
Stephen B. Morris................ 10,000 $ 145,000 33,334 86,666 839,551 1,290,299
</TABLE>
- ------------------------
(1) Represents the difference between the market value of the Company's Common
Stock on December 31, 1995 ($41.25) and the exercise price of in-the-money
options.
26
<PAGE>
PERFORMANCE RESTRICTED STOCK AWARDS
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
NUMBER OF SHARES, UNITS PERFORMANCE OR OTHER -------------------------------------
OR OTHER RIGHTS (# PERIOD THRESHOLD TARGET MAXIMUM
NAME SHARES) UNTIL MATURATION OR PAYOUT (# SHARES) (# SHARES) (# SHARES)
- ----------------------------- ------------------------- -------------------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
George L. McTavish........... 30,000 5/1/94 to 12/12/98 7,500 15,000 30,000
</TABLE>
The award disclosed in the table above was an award of shares of restricted
stock under the Company's 1993 Long-Term Incentive Plan. Up to one-half of the
shares awarded will be eligible to vest on April 30, 1997 if the total return to
the Company's stockholders during the thirty-six month period ended on that date
meets certain prescribed levels as compared to other companies in the S&P 500.
The remaining one-half of the shares awarded plus any shares that did not vest
as of April 30, 1997 will be eligible to vest as of December 12, 1998 if the
total return to the Company's stockholders during the forty-eight month period
ended on April 30, 1998 meets certain prescribed levels as compared to other
companies in the S&P 500. Of the shares eligible to vest on any given date, 25%
of the shares will vest if the Company's total return to stockholders over the
applicable performance period is at least at the 60th percentile of companies in
the S&P 500, 50% will vest if such total return is at least at the 75th
percentile, and 100% will vest if such total return is at least at the 90th
percentile. If the Company's total return to stockholders is not at least at the
60th percentile, no shares will vest on that date. Shares which will not vest by
December 12, 1998 will be forfeited.
PENSION PLANS
The Company maintains two voluntary, tax qualified, defined benefit
retirement plans for U.S. employees, one for employees of its Computing Devices
International business and the second for other U.S. employees (the "Retirement
Plans"), which are identical in all substantive respects and are funded by
employee salary reduction contributions and Company contributions. The
Retirement Plans were closed to new participants on and after January 2, 1995.
The amount of the annual benefit under the Retirement Plans is based upon an
employee's average annual compensation during the employee's highest consecutive
five-year earnings period with the Company while participating in the Retirement
Plans. Because the Internal Revenue Code limits the annual benefit that may be
paid from tax-qualified plans such as the Retirement Plans, the Company has
established a Benefit Equalization Plan to provide retirees with supplemental
benefits so that they will receive, in the aggregate, the benefits they would
have been entitled to receive under the Retirement Plans had these limits not
been in effect. The Company has established and funded a Benefits Protection
Trust out of which benefits under the Benefit Equalization Plan for persons who
terminate employment with the Company after December 1, 1994 are to be paid.
Assets in this trust remain subject to the claims of the Company's general
creditors.
27
<PAGE>
The following table shows estimated annual benefits payable under the
Retirement Plans and the Benefit Equalization Plan to an employee who retires in
1996 at age 65:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 45,932 $ 61,242 $ 76,553 $ 91,864 $ 103,864
300,000 69,932 93,242 116,553 139,864 157,864
400,000 93,932 125,242 156,553 187,864 211,864
500,000 117,932 157,242 196,553 235,864 265,864
600,000 141,932 189,242 236,553 283,864 319,864
800,000 189,932 253,242 316,553 379,864 427,864
1,000,000 237,932 317,242 396,553 475,864 535,864
1,200,000 285,932 381,242 476,553 571,864 643,864
</TABLE>
Annual compensation for purposes of the Retirement Plans and the Benefit
Equalization Plan consists of salary and any annual bonus paid during the year
(whether payable in cash or stock options), less the amount contributed by the
employee to the applicable Retirement Plan that year. Compensation for 1995
covered by these Plans for the Named Executives is as follows: Mr. Perlman,
$1,187,694; Mr. Turner, $539,655; Mr. Eickhoff, $421,629; and Mr. Morris,
$424,984. Mr. McTavish is not eligible to participate in either of these
Retirement Plans. For purposes of the Retirement Plans and the Benefit
Equalization Plan, an annual bonus is considered part of annual compensation in
the year in which it is paid, rather than the year in which it was earned (the
latter formulation being the basis on which amounts are reported in the Summary
Compensation Table).
As of March 1, 1996, years of credited service for the Named Executives were
as follows: Mr. Perlman, 15.76 years; Mr. Turner, 3.18 years; Mr. Eickhoff,
32.42 years; and Mr. Morris, 1.17 years.
Benefit amounts in the Pension Plan Table are computed assuming payments are
made on the normal life annuity basis and not under any of the various survivor
options. Benefits listed in the table are not subject to deduction for Social
Security or other offset amounts.
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has employment agreements with Messrs. Perlman, Turner, Eickhoff
and Morris. The term of each is the later of June 30, 1997 (December 31, 1998 in
the case of Mr. Perlman) or two years after a Change of Control (as defined on
page 11 of this proxy statement under the caption "Change of Control Provisions
Currently in the 1993 LTIP") occurring before the normal contract termination
date. These agreements generally specify that the executives are required to
devote full time to the Company and will be compensated in accordance with the
compensation policies of the Company, and contain provisions regarding
protection of confidential information, rights in any intellectual property
created by the executive, and restrictions on competition. If the Company
terminates an agreement without cause, the executive is entitled to receive a
lump sum payment equal to two years' base salary (three years in Mr. Perlman's
case). In addition, the agreements for Mr. Perlman and Mr. Eickhoff provide that
in the event of such a termination, each would receive a supplemental retirement
benefit calculated by including the lump sum payment previously noted in the
determination of final average pay for purposes of computing retirement
benefits. Mr. Perlman's agreement additionally provides that the calculation of
such supplemental retirement benefit will include three additional years of
service credit. Also in the event of termination without cause, Mr. Perlman's
agreement provides that his rights and benefits under any restricted stock or
option plans will fully vest, and any restrictions on shares of stock received
under such plans will immediately lapse.
28
<PAGE>
The executive employment agreements described above also provide that
following a Change of Control Termination (as defined on page 10 under the
caption "Change of Control Provisions Currently in the 1993 LTIP"), an executive
is entitled to receive a lump sum payment that is one dollar less than three
times the executive's "base amount," which is the average annual compensation
received by the participant from the Company during the five taxable years
preceding the Change of Control. The agreements for Mr. Perlman and Mr. Eickhoff
provide that the amount of this lump sum payment is to be included in the
determination of final average pay for purposes of computing supplemental
retirement benefits. This lump sum payment would be in lieu of any other
severance payment specified in the executive employment agreements.
Although these executive employment agreements currently provide that all
Change of Control Compensation pertaining to an executive must be less than the
amount which would be considered a "parachute payment" under Section 280G of the
Code, the Company and the executives have executed an amendment to each
employment agreement, the effectiveness of which is conditioned upon approval by
the Company's stockholders of the proposed amendment to the 1993 LTIP, which
modifies this provision in the same manner as the proposed amendment to the
comparable provision in the 1993 LTIP (see the discussion on pages 11 and 12
under the caption "Content and Effect of the Proposed Amendment"). The amendment
to the employment agreements also reduces by an amount equal to one year's base
salary the size of the lump sum payment an executive may receive upon
termination without cause, unless the executive agrees to execute a release of
all claims he may have against the Company arising out of the employment
relationship. The amendment also provides for binding arbitration of all
disputes that may arise out of the employment relationship or the termination
thereof.
In connection with the acquisition of Comdata, the Company assumed and
amended a severance compensation agreement between Comdata and Mr. McTavish. As
amended, this agreement provides that if Mr. McTavish's employment is terminated
under specified circumstances on or before June 12, 1997 following a change of
control of Comdata, he will receive a lump sum severance payment, two years of
life, health and disability insurance coverage and accelerated exercisability of
stock options granted prior to Ceridian's acquisition of Comdata. For these
purposes, a change of control of Comdata means a business combination involving
Comdata if less than 50 percent of Comdata's voting stock after the business
combination is held by Ceridian, ownership by a person or group acting in
concert (other than Ceridian) of at least 30 percent of Comdata's voting
securities, or certain changes in the composition of Comdata's board.
Compensation under this agreement is payable upon any termination of employment
other than due to death, disability, normal retirement, termination by the
Company for cause or termination by Mr. McTavish for "good reason." The lump sum
severance payment would be three times Mr. McTavish's average annual salary
during the years 1992-1994, plus three times his highest annual bonus during
those years, minus all salary and bonus paid to him by Comdata after December
12, 1995.
29
<PAGE>
SHARE OWNERSHIP INFORMATION
SHARE OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of February 29, 1996 by each director
or nominee for director, by each of the Named Executives and by all executive
officers and directors as a group.
<TABLE>
<CAPTION>
SHARES OF OF SHARES BENEFICIALLY
COMMON STOCK OWNED,
BENEFICIALLY PERCENT OF COMMON SHARES THAT MAY BE
NAME OF INDIVIDUAL OR IDENTITY OF GROUP OWNED (1) STOCK OWNED ACQUIRED WITHIN 60 DAYS(2)
- ----------------------------------------------- -------------------- ----------------- --------------------------
<S> <C> <C> <C>
Directors
Ruth M. Davis................................ 4,873 (3) 3,000
Allen W. Dawson.............................. 8,000 (3) 3,000
Richard G. Lareau............................ 6,500(4) (3) 1,000
George R. Lewis.............................. 2,000 (3) 1,000
Charles Marshall............................. 6,000 (3) 3,000
Lawrence Perlman............................. 772,754 1.1% 685,370
Carole J. Uhrich............................. 2,000 (3) 1,000
Richard W. Vieser............................ 11,000 (3) 3,000
Paul S. Walsh................................ 5,000 (3) 3,000
Named Executive Officers
Ronald L. Turner............................. 133,334 0.2% 78,334
John R. Eickhoff............................. 203,757 0.3% 145,929
George L. McTavish........................... 187,868 0.3% 154,584
Stephen B. Morris............................ 118,334 0.2% 68,334
All executive officers, directors and nominees
as a group.................................... 1,766,612(4)(5) 2.6% 1,298,443
</TABLE>
- ------------------------
(1) Unless otherwise noted, all of the shares shown are held by individuals
possessing sole voting and investment power with respect to such shares.
(2) All shares shown in this column may be acquired within 60 days through the
exercise of stock options granted by the Company. These shares are treated
as outstanding only when determining the amount and percent owned by the
applicable individual or group.
(3) Number of shares represents less than 0.1% of outstanding Common Stock.
(4) Does not include 500 shares of common stock owned by Mr. Lareau's wife as to
which Mr. Lareau may be deemed to share voting and investment power, but as
to which shares he disclaims any beneficial interest.
(5) Includes 421 shares owned by an executive officer's spouse as to which the
executive officer shares voting and investment power.
30
<PAGE>
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by each stockholder who is known by the
Company to own beneficially more than 5% of the outstanding Common Stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
- --------------------------------------------------- -------------------- -------------
<S> <C> <C>
FMR Corp. 8,020,685(2) 11.8%
82 Devonshire Street
Boston, MA 02109
Welsh, Carson, Anderson & Stowe IV, L.P. 6,959,945(3) 10.3%
Welsh, Carson, Anderson & Stowe VI, L.P.
WCAS Information Partners, L.P.
WCAS Venture Partners, L.P.
WCAS Capital Partners, L.P.
200 Liberty Street, Suite 3601
New York, NY 10281
</TABLE>
- ------------------------
(1) Percentage calculated based on the number of shares of the Company's common
stock issued and outstanding as of February 29, 1996.
(2) Beneficial ownership as of December 31, 1995 as reported in Schedule 13G
dated February 14, 1996. These securities are beneficially owned by Fidelity
Management & Research Company and Fidelity Management Trust Company, both
wholly-owned subsidiaries of FMR Corp., as a result of acting as investment
adviser or sub-adviser to a unit trust and certain investment companies and
as investment manager of certain institutional accounts, respectively.
Represents sole power to dispose or direct the disposition of 8,020,685
shares and sole power to vote or direct the vote of 633,624 shares. Included
in the total number of shares reported as beneficially owned are 999,680
shares that would be issuable upon conversion of shares of 5 1/2% Preferred
Stock.
(3) Beneficial ownership as of December 21, 1995 as reported in Schedule 13D
dated the same date. The limited partnerships listed may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Exchange
Act, and each has sole voting power and investment power with respect to a
portion of the shares listed. Messrs. Bruce K. Anderson and Patrick J. Welsh
may be deemed to beneficially own the shares of Common Stock owned by Welsh,
Carson, Anderson & Stowe IV, L.P., Welsh, Carson, Anderson & Stowe VI, L.P.,
WCAS Venture Partners, L.P. and WCAS Capital Partners, L.P. because they are
general partners of the sole general partner of each of these partnerships.
Mr. Anderson is also a general partner of the sole general partner of WCAS
Information Partners, L.P. These gentlemen have disclaimed beneficial
ownership of all such shares other than shares owned directly by them or by
virtue of their indirect pro rata interests in the respective partnerships.
INDEPENDENT AUDITORS
The Board has selected KPMG Peat Marwick LLP, the Company's present
auditors, to audit the accounts of the Company for the year ending December 31,
1996.
The Board has requested that representatives of KPMG Peat Marwick LLP attend
the Annual Meeting. They will have an opportunity to make a statement if they
desire to do so, and will be available to respond to stockholder questions.
31
<PAGE>
OTHER MATTERS
STOCKHOLDER PROPOSALS
Any stockholder proposal to be included in the proxy materials for the 1997
Annual Meeting of Stockholders must be received by the Company on or before
November , 1996.
The Company's Bylaws require advance written notice to the Company of
stockholder-proposed business or of a stockholder's intention to make a
nomination for director at an annual meeting of stockholders. They also limit
the business which may be conducted at any special meeting of stockholders to
business brought by the Company's Board. Specifically, the Bylaws provide that
business may be brought before an annual meeting by a stockholder only if the
stockholder provides written notice to the Secretary of the Company not less
than 50 or more than 75 days prior to the meeting, unless notice of the date of
the meeting is given to stockholders or is publicly announced less than 65 days
prior to the meeting. In that case, a stockholder's notice of proposed business
must be provided no later than 15 days following the date notice of the annual
meeting was mailed or the public announcement of the date was made, whichever is
earlier. The Company's 1997 Annual Meeting of Stockholders will be held on May
14, 1997. A stockholder's notice must set forth (i) a description of the
proposed business and the reasons therefor, (ii) the name and record address of
the stockholder proponent, (iii) the class and number of shares of Company stock
owned by the stockholder and (iv) a description of any material interest of the
stockholder in the proposed business.
The Bylaws also provide that a stockholder may nominate a director at an
annual meeting only after providing advance written notice to the Secretary of
the Company within the time limits described above. The stockholder's notice
shall set forth all information about each nominee that would be required under
Securities and Exchange Commission ("SEC") rules in a proxy statement soliciting
proxies for the election of such nominee, as well as the nominee's business and
residence address. The notice must also set forth the name and record address of
the stockholder proponent and the class and number of shares of Company stock
owned by the stockholder proponent.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who beneficially own more than 10% of the
Company's Common Stock to file with the SEC reports of ownership regarding the
Common Stock and other equity securities of the Company. These persons are
required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file. To the Company's knowledge, based on a review of the
copies of such reports furnished to the Company during the period January 1,
1995 to February 14, 1996, all Section 16(a) filing requirements applicable to
its officers, directors and 10% beneficial owners were complied with, except
that Loren D. Gross, Vice President and Corporate Controller of the Company, did
not file a Form 4 in January 1996 with respect to 228 shares of the Company's
Common Stock received as a result of the acquisition by the Company of Comdata.
The receipt of these shares was reported on a Form 5 filed February 12, 1996.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. The Company has
retained Georgeson & Company, New York, New York, to aid in solicitation of
proxies. The fees and expenses of Georgeson & Company are estimated at $15,000.
Officers and employees of the Company may solicit proxies by further
mailings, by telephone and telegraph, and by personal conversations. No special
compensation will be paid to such persons for these tasks. The Company may
reimburse brokerage firms and others for their expenses in forwarding
solicitation material to the beneficial owners of the stock entitled to be voted
at the meeting.
32
<PAGE>
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K (AN ANNUAL FILING WITH
THE SEC) FOR THE YEAR ENDED DECEMBER 31, 1995 MAY BE OBTAINED WITHOUT CHARGE BY
WRITING TO CERIDIAN CORPORATION, STOCKHOLDER SERVICES DEPARTMENT, 8100 34TH
AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55425.
By Order of the Board of Directors
John A. Haveman
VICE PRESIDENT AND SECRETARY
Minneapolis, Minnesota
March 29, 1996
33
<PAGE>
APPENDIX A
CERIDIAN CORPORATION
AMENDED AND RESTATED 1993 LONG-TERM INCENTIVE PLAN
("1993 LTIP")
CHANGE OF CONTROL PROVISIONS AND RELATED DEFINITIONS
12. CHANGE OF CONTROL.
12.1 DEFINITIONS. For purposes of this Section 12, the following
definitions will be applied:
(a) "BENEFIT PLAN" means any formal or informal plan, program or other
arrangement heretofore or hereafter adopted by the Company or any Subsidiary
for the direct or indirect provision of compensation to the Participant
(including groups or classes of participants or beneficiaries of which the
Participant is a member), whether or not such compensation is deferred, is
in the form of cash or other property or rights, or is in the form of a
benefit to or for the Participant.
(b) "CHANGE OF CONTROL" means any of the following events:
(i) a merger or consolidation to which the Company is a party if the
individuals and entities who were stockholders of the Company immediately
prior to the effective date of such merger or consolidation have
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of
less than 50% of the total combined voting power for election of
directors of the surviving corporation immediately following the
effective date of such merger or consolidation;
(ii) the direct or indirect beneficial ownership (as defined in Rule
13d-3 under the Exchange Act) in the aggregate of securities of the
Company representing 25% or more of the total combined voting power of
the Company's then issued and outstanding securities by any person or
entity, or group of associated person or entities acting in concert;
(iii) the sale of the properties and assets of the Company,
substantially as an entirety, to any person or entity which is not a
wholly-owned subsidiary of the Company;
(iv) the stockholders of the Company approve any plan or proposal for
the liquidation of the Company; or
(v) a change in the composition of the Board at any time during any
consecutive 24 month period such that the "Continuity Directors" cease
for any reason to constitute at least a 70% majority of the Board. For
purposes of this clause, "Continuity Directors" means those members of
the Board who either (1) were directors at the beginning of such
consecutive 24 month period, or (2) were elected by, or on the nomination
or recommendation of, at least a two-thirds majority of the then-existing
Board of Directors.
(c) "CHANGE OF CONTROL COMPENSATION" means any payment or benefit
(including any transfer of property) in the nature of compensation, to or
for the benefit of a Participant under this Plan or any Other Agreement or
Benefit Plan, which is considered to be contingent on a Change of Control
for purposes of Section 280G of the Code.
(d) "CHANGE OF CONTROL TERMINATION" means, with respect to a
Participant, any of the following events occurring within two years after a
Change of Control:
(i) Termination of the Participant's employment with the Company and
all of its Subsidiaries for any reason other than (A) fraud, (B) theft or
embezzlement of Company or Subsidiary assets, (C) intentional violations
of law involving moral turpitude, or (D) the substantial and continuing
failure by the Participant to satisfactorily perform his or her
A-1
<PAGE>
duties as reasonably assigned to the Participant for a period of 60 days
after a written demand for such satisfactory performance which
specifically identifies the manner in which it is alleged the Participant
has not satisfactorily performed such duties; or
(ii) Termination of employment with the Company and all of its
Subsidiaries by the Participant for Good Reason.
A Change of Control Termination shall not include a termination of employment by
reason of death, Disability or Retirement.
(e) "GOOD REASON" means a good faith determination by the Participant,
in the Participant's sole and absolute judgment, that any one or more of the
following events has occurred, without the Participant's express written
consent, after a Change of Control:
(i) A change in the Participant's reporting responsibilities, titles
or offices as in effect immediately prior to the Change of Control, or
any removal of the Participant from, or any failure to re-elect the
Participant to, any of such positions, which has the effect of
diminishing the Participant's responsibility or authority; or
(ii) A reduction by the Company or its Subsidiaries in the
Participant's base salary as in effect immediately prior to the Change of
Control or as the same may be increased from time to time thereafter; or
(iii) The Company or its Subsidiaries requiring the Participant to be
based anywhere other than within twenty-five miles of the Participant's
job location at the time of the Change of Control; or
(iv) Without replacement by plans, programs, or arrangements which,
taken as a whole, provide benefits to the Participant at least reasonably
comparable to those discontinued or adversely affected, (A) the failure
by the Company or its Subsidiaries to continue in effect, within its
maximum stated term, any pension, bonus, incentive, stock ownership,
purchase, option, life insurance, health, accident, disability, or any
other employee compensation or benefit plan, program or arrangement, in
which the Participant is participating immediately prior to a Change of
Control; or (B) the taking of any action by the Company or its
Subsidiaries that would materially adversely affect the Participant's
participation or materially reduce the Participant's benefits under any
of such plans, programs or arrangements; or
(v) The failure by the Company or its Subsidiaries to provide office
space, furniture, and secretarial support at least comparable to that
provided to the Participant immediately prior to the Change of Control,
or the taking of any similar action by the Company or its Subsidiaries
that would materially adversely affect the working conditions in or under
which the Participant performs his or her employment duties; or
(vi) If the Participant's primary employment duties are with a
Subsidiary of the Company, the sale, merger, contribution, transfer or
any other transaction as a result of which the Company no longer directly
or indirectly controls or has a significant equity interest in such
Subsidiary; or
(vii) Any material breach by the Company or one of its Subsidiaries of
any employment agreement between the Participant and the Company or such
Subsidiary.
(f) "EXCISE TAX" means any applicable federal excise tax imposed by
Section 4999 of the Code.
(g) "OTHER AGREEMENTS" means any agreement, contract or understanding
heretofore or hereafter entered into between a Participant and the Company
or any of its Subsidiaries for the direct or indirect provision of
compensation to the Participant.
A-2
<PAGE>
(h) "REDUCED AMOUNT" means the largest amount that could be received by
a Participant as Change of Control Compensation such that no portion of such
Change of Control Compensation would be subject to the Excise Tax.
12.2 ACCELERATION OF VESTING. Subject to the "Limitation on Change of
Control Compensation" contained in Section 12.3 of the Plan, in the event of a
Change of Control Termination with respect to a Participant, and without further
action of the Committee:
(a) Each Option granted to such Participant that has been outstanding at
least six months will become immediately exercisable in full and will remain
exercisable until the expiration date of such Option.
(b) Each Restricted Stock Award (including any Performance Restricted
Stock Award) granted to such Participant that has been outstanding for at
least six months will immediately become fully vested.
(c) All Performance Units and Stock Appreciation Rights then held by
such Participant will vest and/or continue to vest and, with respect to
Stock Appreciation Rights, will remain exercisable in the manner determined
by the Committee and set forth in the agreement evidencing such Incentive
Awards.
12.3 LIMITATION ON CHANGE OF CONTROL COMPENSATION. If any Change of Control
Compensation would be considered a "parachute payment" within the meaning of
Section 280G(b)(2) of the Code and if, after reduction for any Excise Tax and
federal income tax imposed by the Code, the Participant's net proceeds of such
Change of Control Compensation would be less than the amount of the
Participant's net proceeds resulting from the payment of the Reduced Amount
after reduction for federal income taxes, then the Change of Control
Compensation payable to the Participant shall be limited to the Reduced Amount.
The determinations required by the preceding sentence shall be made by the firm
of independent certified public accountants serving as the outside auditor of
the Company as of the date of the applicable Change of Control, and such
determinations shall be binding upon the Company and such Participant. If Change
of Control Compensation to the Participant is limited to the Reduced Amount,
then the Participant shall have the right, in his or her sole discretion, to
designate those payments or benefits under this Plan, any Other Agreements
and/or any Benefit Plans that should be reduced or eliminated so as to avoid
having the Participant's Change of Control Compensation be subject to the Excise
Tax. If the Participant fails to make such designation within 30 days of having
received notification that such designation is required, the Company shall make
such designations and shall promptly inform the Participant of its actions in
such regard.
12.4 LIMITATIONS ON COMMITTEE'S AND BOARD'S ACTIONS. Prior to a Change of
Control, the Participant will have no rights under this Section 12, and the
Board will have the power and right, within its sole discretion to rescind,
modify or amend this Section 12 without the consent of any Participant. In all
other cases, and notwithstanding the authority granted to the Committee or Board
to exercise discretion in interpreting, administering, amending or terminating
this Plan, neither the Committee nor the Board will, following a Change of
Control, have the power to exercise such authority or otherwise take any action
that is inconsistent with the provisions of this Section 12.
DEFINITIONS OF TERMS UTILIZED IN SECTION 12 OF THE 1993 LTIP
The following terms utilized in Section 12 of the 1993 LTIP are defined as
follows in Section 2 of the 1993:
2.1 "BOARD" means the Board of Directors of the Company.
2.3 "CHANGE OF CONTROL" means an event described in Section 12.1 of the
Plan.
2.4 "CODE" means the Internal Revenue Code of 1986, as amended.
2.5 "COMMITTEE" means the group of individuals administering the Plan, as
provided in Section 3 of the Plan.
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2.6 "COMMON STOCK" means the common stock of the Company, par value $0.50
per share, or the number and kind of shares of stock or other securities into
which such Common Stock may be changed in accordance with Section 4.3 of the
Plan.
2.7 "DISABILITY" means the disability of the Participant such as would
entitle the Participant to receive disability income benefits pursuant to the
long-term disability plan of the Company or Subsidiary then covering the
Participant or, if no such plan exists or is applicable to the Participant, the
permanent and total disability of the Participant within the meaning of Section
22(e)(3) of the Code.
2.8 "ELIGIBLE RECIPIENTS" means all employees (including, without
limitation, officers and directors who are also employees) of the Company or any
Subsidiary.
2.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
2.11 "INCENTIVE AWARD" means an Option, Stock Appreciation Right,
Restricted Stock Award or Performance Unit granted to an Eligible Recipient
pursuant to the Plan.
2.15 "OPTION" means an Incentive Stock Option or a Non-Statutory Stock
Option.
2.16 "PARTICIPANT" means an Eligible Recipient who receives one or more
Incentive Awards under the Plan.
2.20 "PERFORMANCE RESTRICTED STOCK AWARD" means a Restricted Stock Award
the vesting of which is conditioned upon the satisfaction of one or more
Performance Goals.
2.21 "PERFORMANCE UNIT" means a right granted to an Eligible Recipient
pursuant to Section 9 of the Plan to receive a payment from the Company, in the
form of stock, cash or a combination of both, upon the achievement of
established performance criteria.
2.23 "RESTRICTED STOCK AWARD" means an award of Common Stock granted to an
Eligible Recipient pursuant to Section 8 of the Plan that is subject to the
restrictions on transferability and the risk of forfeiture imposed by the
provisions of such Section 8.
2.24 "RETIREMENT" means the termination (other than for "cause" as defined
in Section 10.3(b) of the Plan) of a Participant's employment or other service
on or after the date on which the Participant has attained the age of 55 and has
completed 10 years of continuous service to the Company or any Subsidiary
(determined in accordance with the retirement/pension plan or practice of the
Company or Subsidiary then covering the Participant, provided that if the
Participant is not covered by any such plan or practice, the Participant will be
deemed to be covered by the Company's plan or practice for purposes of this
determination).
2.27 "STOCK APPRECIATION RIGHT" means a right granted to an Eligible
Recipient pursuant to Section 7 of the Plan to receive a payment from the
Company, in the form of stock, cash or a combination of both, equal to the
difference between the Fair Market Value of one or more shares of Common Stock
and the exercise price of such shares under the terms of such Stock Appreciation
Right.
2.28 "SUBSIDIARY" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.
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APPENDIX B
CERIDIAN CORPORATION
1996 DIRECTOR PERFORMANCE INCENTIVE PLAN
1. PURPOSE OF PLAN.
The purpose of the Ceridian Corporation 1996 Director Performance Incentive
Plan (the "Plan") is to advance the interests of Ceridian Corporation (the
"Company") and its stockholders by enabling the Company to attract and retain
the services of experienced and knowledgeable non-employee directors, to
increase the proprietary interests of such non-employee directors in the
Company's long-term success and their identification with the interests of the
Company's stockholders, and to serve as the source of transitional awards of
Common Stock (as defined below) in connection with the termination of the
Company's Directors Deferred Compensation Plan (the "Directors' Retirement
Plan"), a retirement plan for non-employee directors.
2. DEFINITIONS.
The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:
2.1 "AWARD" means an Option, Restricted Stock Award or Share Award granted
to an Eligible Director pursuant to the Plan.
2.2 "BOARD" means the Board of Directors of the Company.
2.3 "BROKER EXERCISE NOTICE" means a written notice pursuant to which an
Eligible Director, upon exercise of an Option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares or loan a sufficient amount of
money to pay all or a portion of the exercise price of the Option and/or any
related withholding tax obligations and remit such sums to the Company and
directs the Company to deliver stock certificates to be issued upon such
exercise directly to such broker or dealer.
2.4 "CODE" means the Internal Revenue Code of 1986, as amended.
2.5 "COMMITTEE" means the group of individuals administering the Plan, as
provided in Section 3 of the Plan.
2.6 "COMMON STOCK" means the common stock of the Company, par value $0.50
per share, or the number and kind of shares of stock or other securities into
which such Common Stock may be changed in accordance with Section 4.3 of the
Plan.
2.7 "DISABILITY" means the disability of an Eligible Director such as would
entitle the Eligible Director to receive disability income benefits pursuant to
the long-term disability plan of the Company then covering the Eligible Director
or, if no such plan exists or is applicable to the Eligible Director, the
permanent and total disability of the Eligible Director within the meaning of
Section 22(e)(3) of the Code.
2.8 "ELIGIBLE DIRECTORS" means all directors of the Company who are not
employees of the Company or any subsidiary of the Company.
2.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
2.10 "FAIR MARKET VALUE" means, with respect to the Common Stock, as of any
date (or, if no shares were traded or quoted on such date, as of the next
preceding date on which there was such a trade or quote), the closing market
price per share of the Common Stock as reported on the New York Stock Exchange
Composite Tape on that date.
2.11 "OPTION" means a right to purchase 1,500 shares of Common Stock
(subject to adjustment as provided in Section 4.3 of the Plan) granted to an
Eligible Director pursuant to Section 6 of the Plan that does not qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.
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2.12 "RESTRICTED SHARES" means shares of Common Stock that are the subject
of a Restricted Stock Award, and therefore subject to the restrictions on
transferability and the risk of forfeiture imposed by the provisions of Sections
5 and 8 of the Plan.
2.13 "RESTRICTED STOCK AWARD" means an award of Restricted Shares to an
Eligible Director pursuant to Section 5 of the Plan.
2.14 "SECURITIES ACT" means the Securities Act of 1933, as amended.
2.15 "SHARE AWARD" means an award of shares of Common Stock granted to an
Eligible Director pursuant to Section 7 of the Plan.
3. PLAN ADMINISTRATION.
The Plan will be administered by the Nominating and Board Governance
Committee of the Board, or any successor committee thereto (the "Committee").
All questions of interpretation of the Plan will be determined by the Committee,
each determination, interpretation or other action made or taken by the
Committee pursuant to the provisions of the Plan will be conclusive and binding
for all purposes and on all persons, and no member of the Committee will be
liable for any action or determination made in good faith with respect to the
Plan or any Award granted under the Plan. The Committee, however, will have no
power to determine the eligibility for participation in the Plan, the number of
shares of Common Stock to be subject to Awards, or the timing, pricing or other
terms and conditions of the Awards.
4. SHARES AVAILABLE FOR ISSUANCE.
4.1 MAXIMUM NUMBER OF SHARES AVAILABLE. Subject to adjustment as provided
in Section 4.3 of the Plan, the maximum number of shares of Common Stock that
will be available for issuance under the Plan will be 125,000 shares. The shares
available for issuance under the Plan may, at the election of the Committee, be
either treasury shares or shares authorized but unissued, and, if treasury
shares are used, all references in the Plan to the issuance of shares will, for
corporate law purposes, be deemed to mean the transfer of shares from treasury.
4.2 ACCOUNTING FOR AWARDS. Shares of Common Stock that are issued under the
Plan or that are subject to outstanding Awards will be applied to reduce the
maximum number of shares of Common Stock remaining available for issuance under
the Plan. Any shares of Common Stock that are subject to an Award that lapses,
expires, or for any reason is terminated unexercised will automatically again
become available for issuance under the Plan.
4.3 ADJUSTMENTS TO SHARES AND AWARDS. In the event of any reorganization,
merger, consolidation, recapitalization, liquidation, reclassification, stock
dividend, stock split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off) or any other change in the
corporate structure or shares of the Company, the Committee (or, if the Company
is not the surviving corporation in any such transaction, the board of directors
of the surviving corporation) will make appropriate adjustment (which
determination will be conclusive) as to the number and kind of securities
available for issuance under the Plan and, in order to prevent dilution or
enlargement of the rights of Eligible Directors, the number, kind and, where
applicable, exercise price of securities subject to outstanding Incentive
Awards.
5. RESTRICTED STOCK AWARDS.
5.1 GRANTS TO NEW DIRECTORS. At such time on or after the effective date of
this Plan as additional Eligible Directors are first elected or appointed to the
Board to fill new directorships or to fill vacancies, each such Eligible
Director will receive, on a one-time basis on the date of his or her first
election or appointment to the Board, a Restricted Stock Award. The number of
Restricted Shares to be awarded to each such Eligible Director pursuant to such
Restricted Stock Award shall be determined by first multiplying the dollar value
of the then current annual retainer paid to Eligible Directors by four, then
dividing that result by the average closing price of a share of Common Stock on
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the New York Stock Exchange for the ten trading days immediately prior to the
date of such Eligible Director's first election or appointment to the Board, and
then rounding the result to the nearest 100 shares.
5.2 TRANSITIONAL GRANTS TO EXISTING DIRECTORS. A Restricted Stock Award
will be granted, on a one-time basis as of the date the Plan is approved by the
Company's stockholders, to each Eligible Director as of such date who has not
yet completed 48 calendar quarters of service on the Board and who has consented
to the termination of the Directors' Retirement Plan. The number of Restricted
Shares to be awarded to each such Eligible Director pursuant to such Restricted
Stock Award shall be determined by multiplying the number of Restricted Shares
that would be awarded pursuant to Section 5.1 to a new director who was first
elected to the Board on May 8, 1996 by a fraction, the denominator of which is
48 and the numerator of which is the number of whole and partial calendar
quarters from July 1, 1996 through the earlier of (i) the twelfth anniversary of
such director's initial election or appointment to the Board, or (ii) the date
of the first annual meeting of the Company's stockholders occurring after the
director reaches the age of 70.
5.3 RESTRICTIONS. Restricted Shares issued to an Eligible Director may not
be sold, assigned or otherwise transferred, or subjected to any lien, either
voluntarily or involuntarily, by operation of law or otherwise, until such time
and only to the extent that such restrictions on transferability have lapsed as
provided in this Section 5.3 or in Section 8. For purposes of this Plan, the
lapsing of such transferability restrictions is referred to as "vesting," and
Restricted Shares that are no longer subject to such transferability
restrictions are referred to as "vested." Except as provided in Section 8,
Restricted Shares will vest during the period of an Eligible Director's service
on the Board as follows:
(a) With respect to a Restricted Stock Award made pursuant to Section 5.1,
20% of the total number of Restricted Shares subject to such Award will vest on
each of the first five anniversary dates of the date such Restricted Stock Award
was first granted.
(b) With respect to a Restricted Stock Award made pursuant to Section 5.2, a
fraction of the total number of Restricted Shares subject to such Award will
vest on each anniversary date of the date such Restricted Stock Award was first
granted, the numerator of such fraction being 4 and the denominator being the
number of whole and partial calendar quarters from July 1, 1996 through the
earliest of (i) the twelfth anniversary of such director's initial election or
appointment to the Board, (ii) the date of the first annual meeting of the
Company's stockholders occurring after the director reaches the age of 70, or
(iii) June 30, 2001.
5.4 DIVIDENDS AND DISTRIBUTIONS. Unless the Committee determines otherwise
in its sole discretion (either in the agreement evidencing the Restricted Stock
Award at the time of grant or at any time after the grant of the Restricted
Stock Award), any dividends or distributions (including regular quarterly cash
dividends) paid with respect to Restricted Shares will be currently paid to the
Eligible Director and will not be subject to the same restrictions as the
Restricted Shares to which such dividends or distributions relate. In the event
the Committee determines not to pay such dividends or distributions currently,
the Committee will determine in its sole discretion whether any interest will be
paid on such dividends or distributions.
5.5 RIGHTS AS A STOCKHOLDER. Except as provided in this Section 5 and in
Section 8, an Eligible Director will have all voting, dividend and other rights
with respect to Restricted Shares issued to the Eligible Director upon the
Eligible Director becoming the holder of record of such Restricted Shares as if
such Eligible Director were a holder of record of shares of unrestricted Common
Stock.
5.6 ENFORCEMENT OF RESTRICTIONS. To enforce the restrictions referred to in
this Section 5, the Committee will place a legend on the stock certificates
referring to such restrictions and will require Eligible Directors, until the
Restricted Shares vest, to keep the stock certificates, together with duly
endorsed stock powers, in the custody of the Company or its transfer agent or to
maintain evidence of stock ownership, together with duly endorsed stock powers
if required, in a certificateless book-entry stock account with the Company's
transfer agent for its Common Stock.
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6. OPTIONS.
6.1 GRANT. Each Eligible Director will be granted on an annual basis, at
such time as the Eligible Director is elected or re-elected to the Board by the
stockholders of the Company, an Option. Such Option will be granted only upon
such election or re-election of the Eligible Director, and no Option will be
granted if the Eligible Director is not so elected or re-elected.
6.2 EXERCISE PRICE. The per share price to be paid by an Eligible Director
upon exercise of an Option will be 100% of the Fair Market Value of one share of
Common Stock on the date of grant. The total purchase price of the shares to be
purchased upon exercise of an Option will be paid entirely in cash (including
check, bank draft or money order), or such payment may be made, in whole or in
part, by tender of a Broker Exercise Notice.
6.3 EXERCISABILITY AND DURATION. Other than as provided in Section 8 of the
Plan, each Option will become exercisable in full six months following its date
of grant and will expire and will no longer be exercisable 10 years from its
date of grant.
6.4 MANNER OF EXERCISE. An Option may be exercised by an Eligible Director
in whole or in part from time to time, subject to the conditions contained in
the Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company, Attention: Corporate Treasury, at its principal
executive office in Bloomington, Minnesota and by paying in full the total
exercise price for the shares of Common Stock to be purchased in accordance with
Section 6.2 of the Plan.
6.5 RIGHTS AS A STOCKHOLDER. As a holder of Options, an Eligible Director
will have no rights as a stockholder unless and until such Options are exercised
for shares of Common Stock and the Eligible Director becomes the holder of
record of such shares. No adjustment will be made for dividends or distributions
with respect to Options as to which there is a record date preceding the date
the Eligible Director becomes the holder of record of such shares.
7. SHARE AWARDS.
A Share Award will be granted, on a one-time basis as of the date the Plan
is approved by the Company's stockholders, to each Eligible Director as of such
date who has consented to the termination of the Directors' Retirement Plan and
agreed to relinquish his or her accrued benefits thereunder. The number of
shares of Common Stock to be awarded to each such Eligible Director pursuant to
such Share Award shall be determined by dividing the present value, using an 8%
discount rate, of such Eligible Director's accrued benefits (without regard to
the satisfaction of the length of service eligibility requirement in Article III
of the Directors' Retirement Plan) under the Directors' Retirement Plan
(assuming commencement of such benefits immediately upon termination of the
Directors' Retirement Plan) by the average closing price of a share of Common
Stock on the New York Stock Exchange for the ten trading days immediately prior
to May 8, 1996, rounded to the nearest whole share. Shares subject to a Share
Award will not be subject to any contractual restrictions on transferability or
to any contractual risk of forfeiture.
8. EFFECT OF TERMINATION OF SERVICE AS DIRECTOR.
8.1 TERMINATION DUE TO DEATH OR DISABILITY. If an Eligible Director's
service as a director of the Company is terminated by reason of death or
Disability, all outstanding Options then held by the Eligible Director will
become immediately exercisable in full and will remain exercisable for the
remainder of their terms, and all Restricted Shares then held by such Eligible
Director shall immediately and fully vest.
8.2 VOLUNTARY TERMINATION. If an Eligible Director voluntarily resigns from
the Board (which does not include the submission of an offer not to stand for
re-election as a director in accordance with
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Company policies), the Eligible Director shall forfeit all Restricted Shares not
yet vested, and outstanding Options then held by the Eligible Director will
remain exercisable for a period of three months after such termination (but in
no event after the expiration date of any such Option) only to the extent they
were exercisable as of such termination.
8.3 TERMINATION FOR OTHER REASONS. If an Eligible Director's service as a
director of the Company terminates for any reason other than those specified in
Sections 8.1 and 8.2, the portion of such Eligible Director's Restricted Shares
that were scheduled to vest on the next vesting date following the date of such
termination shall immediately vest, but all remaining unvested Restricted Shares
shall be forfeited, and outstanding Options then held by the Eligible Director
will remain exercisable until the expiration date of each such Option only to
the extent such Options were exercisable as of such termination.
8.4 DATE OF TERMINATION OF SERVICE AS A DIRECTOR. An Eligible Director's
service as a director of the Company will, for purposes of the Plan, be deemed
to have terminated on the date recorded on the personnel or other records of the
Company, as determined by the Committee based upon such records.
9. RIGHTS OF ELIGIBLE DIRECTORS; TRANSFERABILITY OF INTERESTS.
9.1 SERVICE AS A DIRECTOR. Nothing in the Plan will interfere with or limit
in any way the right of the Board or the stockholders of the Company to
terminate an Eligible Director, and neither the Plan, nor the granting of an
Award nor any other action taken pursuant to the Plan, will constitute or be
evidence of any agreement or understanding, express or implied, that the Board
or the stockholders of the Company will retain an Eligible Director for any
period of time or at any particular rate of compensation.
9.2 RESTRICTIONS ON TRANSFER OF INTERESTS. Except pursuant to testamentary
will or the laws of descent and distribution or as otherwise expressly permitted
by the Plan, no right or interest of any Eligible Director in an Award prior to
the exercise of Options or the vesting of Restricted Shares will be assignable
or transferable, or subjected to any lien, during the lifetime of the Eligible
Director, either voluntarily or involuntarily, by operation of law or otherwise.
An Eligible Director will, however, be entitled to designate a beneficiary to
receive an Award upon such Eligible Director's death, and in the event of an
Eligible Director's death, payment of any amounts due under the Plan will be
made to, and exercise of any Options (to the extent permitted pursuant to
Section 6 of the Plan) may be made by, the Eligible Director's legal
representatives, heirs and legatees.
9.3 NON-EXCLUSIVITY OF THE PLAN. Nothing contained in the Plan is intended
to create any limitations on the power or authority of the Board to adopt such
additional or other compensation arrangements for non-employee directors as the
Board may deem necessary or desirable.
10. SECURITIES LAW AND OTHER RESTRICTIONS.
Notwithstanding any other provision of the Plan or any agreements entered
into pursuant to the Plan, the Company will not be required to issue any shares
of Common Stock under this Plan, and an Eligible Director may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Awards granted under the Plan, unless (a) there is in effect with respect to
such shares a registration statement under the Securities Act and any applicable
state securities laws or an exemption from such registration under the
Securities Act and applicable state securities laws, and (b) there has been
obtained any other consent, approval or permit from any other regulatory body
which the Committee, in its sole discretion, deems necessary or advisable. The
Company may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Company in order to comply with such
securities law or other restrictions.
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11. PLAN AMENDMENT, MODIFICATION AND TERMINATION.
The Board may suspend or terminate the Plan or any portion thereof at any
time, and may amend the Plan from time to time in such respects as the Board may
deem advisable in order that Awards under the Plan will conform to any change in
applicable laws or regulations or in any other respect the Board may deem to be
in the best interests of the Company; provided, however, that (a) no amendments
to the Plan will be effective without approval of the stockholders of the
Company if stockholder approval of the amendment is then required pursuant to
Rule 16b-3 under the Exchange Act or the rules of the New York Stock Exchange,
and (b) to the extent prohibited by Rule 16b-3 of the Exchange Act, the Plan may
not be amended more than once every six months. No termination, suspension or
amendment of the Plan may adversely affect any outstanding Award without the
consent of the affected Eligible Director; provided, however, that this sentence
will not impair the right of the Committee to take whatever action it deems
appropriate under Section 4.3 of the Plan.
12. EFFECTIVE DATE AND DURATION OF THE PLAN.
The Plan will be effective as of May 8, 1996, the date it is to be approved
by the Company's stockholders. The Plan will terminate at midnight on May 31,
2001, and may be terminated prior thereto by Board action, and no Award will be
granted after such termination. Awards outstanding upon termination of the Plan
may continue to be exercised or to vest in accordance with their terms.
13. MISCELLANEOUS.
13.1 GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in accordance
with the laws of the State of Minnesota.
13.2 SUCCESSORS AND ASSIGNS. The Plan will be binding upon and inure to the
benefit of the successors and permitted assigns of the Company and the Eligible
Directors.
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APPENDIX C
CERIDIAN CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of the Ceridian Corporation Employee Stock Purchase Plan (the
"Plan") is to advance the interests of Ceridian Corporation (the "Company") and
its shareholders by providing employees of the Company and certain of its
subsidiaries with an opportunity to acquire an ownership interest in the Company
through the purchase of common stock of the Company on favorable terms through
payroll deductions. It is the intention of the Company that the Plan qualify as
an "employee stock purchase plan" under Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"), and provisions of the Plan shall be construed
consistent with such intention.
2. DEFINITIONS.
(a) "AGENT" means the party or parties designated by the Company to
provide Share Accounts and certain administrative services in connection
with the Plan.
(b) "BOARD" means the Board of Directors of the Company or any committee
thereof to which the Board of Directors has delegated authority with respect
to the Plan.
(c) "COMMON STOCK" means the common stock, par value $.50 per share, of
the Company, or the number and kind of shares of stock or other securities
into which such common stock may be changed in accordance with Section 11 of
the Plan.
(d) "COMMITTEE" means the Compensation and Human Resources Committee of
the Board, or such successor committee that meets the criteria specified in
Section 3.
(e) "CONTRIBUTION ACCOUNT" means an account established for each
Participant to which payroll deductions under the Plan are credited in
accordance with Section 7.
(f) "DESIGNATED SUBSIDIARY" means a Subsidiary that has been designated
by the Board from time to time as eligible to participate in the Plan.
(g) "EMPLOYEE" means any person, including an officer, who is employed
on a full-time or part-time basis by a Participating Employer.
(h) "ENDING DATE" means the last day of each Offering Period.
(i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(j) "FAIR MARKET VALUE" means, with respect to the Common Stock, as of
any date:
(1) if the Common Stock is listed on the New York Stock Exchange, the
closing price per share of the Common Stock as reported on the New York
Stock Exchange Composite Tape on that date (or, if no shares were traded
on such day, as of the first day prior thereto on which there was such a
trade); or
(2) if the Common Stock is not so listed, such price as is determined
in the manner specified by the Committee in its sole discretion, such
manner to be acceptable under Section 423 of the Code.
(k) "GRANT DATE" means the first day of each Offering Period.
(l) "INSIDER" means any Employee who is subject to Section 16 of the
Exchange Act.
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(m) "OFFERING PERIOD" means each three-month period beginning on March
16 and ending on June 15, or beginning on June 16 and ending on September
15, or beginning on September 16 and ending on December 15, or beginning on
December 16 and ending on March 15.
(n) "PARTICIPANT" means an eligible Employee who elects to participate
in the Plan in accordance with Section 6.
(o) "PARTICIPATING EMPLOYER" means the Company and any Designated
Subsidiary that has elected to participate in the Plan.
(p) "SHARE ACCOUNT" means the brokerage account established by the Agent
for each Participant to which shares of Common Stock purchased under the
Plan are credited in accordance with Section 9. The Share Account will be
established pursuant to a separate agreement between each Participant and
the Agent.
(q) "SUBSIDIARY" means any subsidiary corporation of the Company within
the meaning of Section 424(f) of the Code.
3. ADMINISTRATION.
The Plan shall be administered by the Committee (or any successor thereto
appointed by the Board consisting of not less than three members, all of whom
must be members of the Board who are "disinterested persons" as defined in Rule
16b-3 under the Exchange Act). Members of the Committee shall be appointed from
time to time by the Board, shall serve at the pleasure of the Board, and may
resign at any time upon written notice to the Board. A majority of the members
of the Committee shall constitute a quorum. The Committee shall act by majority
approval of the members, but action may be taken by the Committee without a
meeting if unanimous written consent is given. In accordance with and subject to
the provisions of the Plan, the Committee shall have authority to interpret the
Plan, to make, amend and rescind rules and regulations regarding the Plan
(including rules and regulations intended to insure that operation of the Plan
complies with Section 16 of the Exchange Act), and to make all other
determinations necessary or advisable in administering the Plan, all of which
determinations shall be final and binding upon all persons. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it. To the extent
consistent with corporate law, the Committee may delegate to any directors or
officers of the Company the duties, power and authority of the Committee under
the Plan pursuant to such conditions or limitations as the Committee may
establish; provided, however, that only the Committee may exercise such duties,
power and authority with respect to Insiders. The Committee may request advice
or assistance or retain the services of such other persons as are necessary for
the proper administration of the Plan.
4. ELIGIBILITY.
Any person who is (i) an Employee on the last day of the calendar month
immediately preceding a Grant Date, (ii) is not on long-term disability or
unpaid leave status at that time, and (iii) has reached the age of majority in
the state or province in which he or she resides shall be eligible to
participate in the Plan for the Offering Period beginning on such Grant Date,
subject to the limitations imposed by Section 423(b) of the Code.
Notwithstanding the foregoing, no Insider shall be eligible to participate in
the Plan for any Offering Period whose Ending Date occurs prior to the annual
meeting of the Company's stockholders on May 8, 1996.
5. OFFERING PERIODS.
Options to purchase shares of Common Stock shall be granted to Participants
under the Plan through a series of consecutive Offering Periods. The first
Offering Period under the Plan shall have a Grant Date of September 16, 1995 and
an Ending Date of December 15, 1995. Offering Periods under the Plan shall
continue until either (a) the Committee decides, in its sole discretion, to
cancel future Offering Periods because the Common Stock remaining available
under the Plan is insufficient to grant options to all eligible Employees, or
(b) the Plan is terminated in accordance with its provisions.
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6. PARTICIPATION.
Participation in the Plan is voluntary. An eligible Employee may become a
Participant in the Plan by completing an enrollment form provided by the Company
authorizing payroll deductions and the establishment of a Share Account, and
filing the enrollment form with the Company's Human Resources Department not
later than the last business day of the month immediately preceding the Grant
Date of the first Offering Period in which the Participant wishes to
participate.
7. PAYROLL DEDUCTIONS.
(a) Each Employee electing to participate in the Plan shall designate on
the enrollment form the amount of money which he or she wishes to have
deducted from his or her paycheck each pay day to purchase Common Stock
pursuant to the Plan. The aggregate amount of such payroll deductions shall
not be less than $25.00 per month, and shall not be more than $5,312.50 (85%
of $6,250) per Offering Period, pro-rated equally over the number of pay
days applicable to a Participant during each such Offering Period.
Deductions for Plan purposes will not be withheld from compensation amounts,
such as annual bonus or gain sharing payments, that are not part of a
Participant's normal and recurring compensation each pay day.
(b) Payroll deductions for a Participant shall commence on the first pay
day on or after the Grant Date of the applicable Offering Period and shall
continue until the termination date of the Plan, unless participation in the
Plan is sooner terminated as provided in Section 10, the deduction amount is
increased or decreased by the Participant as provided in Section 7(d), or
deductions are suspended as provided in Section 7(d). Except for a
Participant's rights to change the amount of, suspend or discontinue
deductions pursuant to Sections 7(d) and 10, the same deduction amount shall
be utilized for each pay day during subsequent Offering Periods, whether or
not the Participant's compensation level increases or decreases. If the pay
period of any Participant changes, such as from weekly to semi-monthly, an
appropriate adjustment shall be made to the deduction amount for each pay
day corresponding to the new pay period, if necessary, so as to ensure the
deduction of the proper amount as specified by the Participant in his or her
enrollment form for that Offering Period.
(c) All payroll deductions authorized by a Participant shall be credited
to the Participant's Contribution Account. A Participant may not make any
separate cash payment or contribution to such Contribution Account.
Contribution Accounts shall be solely for bookkeeping purposes, and no
separate fund or trust shall be established for payroll deductions. Until
utilized to purchase shares of Common Stock, funds from payroll deductions
shall be held as part of the Participating Employers' general assets, and
the Participating Employers shall not be obligated to segregate such funds.
No interest shall accrue on a Participant's payroll deductions under the
Plan.
(d) No increases or decreases in the amount of payroll deductions for a
Participant may be made during an Offering Period. A Participant may
increase or decrease the amount of his or her payroll deductions under the
Plan, or may suspend such payroll deductions, for subsequent Offering
Periods by completing a change form and filing it with the Company's Human
Resources Department not later than the last business day of the month
immediately preceding the Grant Date for the Offering Period as of which
such increase, decrease or suspension is to be effective.
(e) Payroll deductions which are authorized by Participants who are paid
other than in U.S. currency shall be withheld in Contribution Accounts in
the country in which such Participant is employed until exercise of an
option granted hereunder. Upon exercise of the option granted to such
Participant, the amount so withheld shall be converted into U.S. dollars on
the basis of the rate of exchange published in the Wall Street Journal for
such currency into U.S. dollars as of the business day immediately preceding
the Ending Date for such Offering Period. The purchase price shall thereupon
be paid to the Company in U.S. dollars following such conversion, the extent
to which the Participant may exercise an option therefore being dependent,
in part, upon the applicable rate of currency exchange. If, as a result of
fluctuations in the exchange rate between
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the U.S. dollar and a foreign currency during an Offering Period, a
Participant who is paid in such foreign currency has less than the minimum
permitted amount deducted during an Offering Period, the amount deducted
will, nevertheless, be used to purchase Common Stock in accordance with the
Plan.
8. GRANT OF OPTION.
(a) Subject to Section 8(b), on each Grant Date, each eligible Employee
who is then a Participant shall be granted (by operation of the Plan) an
option to purchase the number of whole and fractional shares (computed to
the fourth decimal place) of Common Stock equal to the lesser of (i) the
amount determined by dividing the amount of payroll deductions credited to
his or her Contribution Account during the Offering Period beginning on such
Grant Date by the Purchase Price specified in the following sentence, or
(ii) the amount determined by dividing $6,250.00 by the Fair Market Value of
one share of Common Stock on the applicable Grant Date. The purchase price
per share of such shares (the "Purchase Price") shall be the lesser of (i)
85% of the Fair Market Value of one share of Common Stock on the applicable
Grant Date, or (ii) 85% of the Fair Market Value of one share of Common
Stock on the applicable Ending Date.
(b) Despite any provisions of the Plan that may provide or suggest
otherwise, no Employee shall be granted an option under the Plan to the
extent that:
(i) immediately after the grant, such Employee (or any other person
whose stock ownership would be attributed to such Employee pursuant to
Section 424(d) of the Code) would own shares of Common Stock and/or hold
outstanding options to purchase shares of Common Stock that would in the
aggregate represent 5% or more of the total combined voting power or
value of all classes of shares of the Company or of any Subsidiary; or
(ii) the Employee's rights to purchase shares of Common Stock under
all "employee stock purchase plans" (within the meaning of Section 423 of
the Code) of the Company and its Subsidiaries would accrue (i.e., become
exercisable) at a rate that exceeds $25,000 of Fair Market Value of such
shares of Common Stock (determined at the time such option is granted,
which is the Grant Date) for each calendar year in which such option is
outstanding at any time.
9. EXERCISE OF OPTION.
(a) Unless a Participant withdraws from the Plan pursuant to Section 10,
his or her option for the purchase of shares of Common Stock granted for an
Offering Period will be exercised automatically and in full at the
applicable Purchase Price as soon as practicable following the Ending Date
of such Offering Period. If the full amount credited to a Participant's
Contribution Account during an Offering Period is not required to exercise
such Participant's option for that Offering Period in full (due to the
applicability of clause (ii) of Section 8(a) and/or fluctuations in the
exchange rate between the U.S. dollar and the foreign currency in which such
Participant is paid), the amount not required to exercise such option shall
promptly be refunded to the Participant following the Ending Date of such
Offering Period.
(b) No Participant (or any person claiming through such Participant)
shall have any interest in any Common Stock subject to an option under the
Plan until such option has been exercised and the shares of Common Stock
purchased, at which point such Participant shall have all of the rights and
privileges of a stockholder of the Company with respect to shares purchased
under the Plan. During his or her lifetime, a Participant's option to
purchase shares of Common Stock under the Plan is exercisable only by the
Participant.
(c) Shares of Common Stock purchased pursuant to the exercise of options
hereunder shall be held in Share Accounts maintained for and in the name of
each Participant by the Agent, such Agent or its nominee to be the record
holder of such shares for the benefit of the Participant. The Agent shall
provide each Participant with a quarterly statement of his or her Share
Account.
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(d) Dividends paid with respect to shares credited to each Share Account
will be themselves credited to such Account and automatically reinvested in
whole and fractional shares of Common Stock.
(e) A Participant may request that the Agent cause a stock certificate
representing some or all of the number of whole shares of Common Stock
credited to the Participant's Share Account be issued in the name of the
Participant. The Agent shall cause such certificate to be issued as soon as
practicable after its receipt of such request and the payment by the
Participant of any applicable issuance fees. From and after the date of the
issuance of any such certificate, the number of shares credited to the
Participant's Share Account shall be reduced by the number of shares
represented by such certificate, and the Participant shall thereafter be the
record holder of the shares represented by such certificate.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) A Participant may terminate his or her participation in the Plan and
withdraw all, but not less than all, the payroll deductions credited to his
Contribution Account under the Plan at any time on or before the last
business day of an Offering Period by giving written notice to the Company.
Such notice shall (i) state that the Participant wishes to terminate
participation in the Plan, (ii) specify the withdrawal date, and (iii)
request the withdrawal of all of the Participant's payroll deductions held
under the Plan. All of the Participant's payroll deductions credited to his
or her Contribution Account will be paid to the Participant as soon as
practicable after the withdrawal date specified in the notice of withdrawal
(or, if no such date is specified, as soon as practicable after receipt of
the notice of withdrawal), the Participant's option for such Offering Period
will be automatically canceled, and no further payroll deductions for the
purchase of shares of Common Stock will be made for such Offering Period or
for any subsequent Offering Period, except pursuant to a re-enrollment in
the Plan as provided in Section 10(d).
(b) If a Participant's suspension of payroll deductions under the Plan
pursuant to Section 7(d) continues for four consecutive Offering Periods,
such suspension shall be deemed an election by the Participant to terminate
his or her participation in the Plan, and such termination shall be
effective as of the Ending Date of the fourth consecutive Offering Period
during which no payroll deductions occurred. If, for any reason, a
Participant's net pay after withholding taxes and other applicable
deductions not related to the Plan (such as for health and welfare benefits)
each pay day becomes less than the amount the Participant has designated be
deducted each pay day for contribution to the Plan, such occurrence shall be
deemed an election by the Participant to terminate his or her participation
in the Plan, and such termination shall be effective immediately. Following
such termination, all of the Participant's payroll deductions credited to
his or her Contribution Account will be paid to the Participant as soon as
practicable, the Participant's option for such Offering Period will be
automatically canceled, and no further payroll deductions for the purchase
of shares of Common Stock will be made for such Offering Period or for any
subsequent Offering Period, except pursuant to a re-enrollment in the Plan
as provided in Section 10(d).
(c) Upon termination of a Participant's employment with all
Participating Employers for any reason, including retirement or death, his
or her participation in the Plan will automatically cease and the payroll
deductions accumulated in his or her Contribution Account will be returned
to the Participant as soon as practicable after such employment termination
or, in the case of death, to the person or persons entitled thereto under
Section 12 below, and the Participant's option for the current Offering
Period will be automatically canceled. For purposes of the Plan, the
termination date of employment shall be the Participant's last date of
actual employment and shall not include any period during which such
Participant receives any severance payments. A transfer of employment
between the Company and a Designated Subsidiary or between one
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Designated Subsidiary and another Designated Subsidiary, or leave of absence
approved by the Participating Employer, shall not be deemed a termination of
employment under this Section 10(c).
(d) A Participant's termination of participation in the Plan pursuant to
Section 10(a) or 10(b) will not have any effect upon his or her eligibility
to participate in a subsequent Offering Period by completing and filing a
new enrollment form in accordance with Section 6 or in any similar plan that
may hereafter be adopted by the Company.
11. STOCK SUBJECT TO THE PLAN.
(a) The maximum number of shares of Common Stock that shall be reserved
for sale under the Plan shall be 500,000 shares, subject to adjustment as
provided in Sections 11(b) and 11(c). The shares to be sold to Participants
under the Plan may be, at the election of the Company, either treasury
shares or shares authorized but unissued. If the total number of shares of
Common Stock that would otherwise be subject to options granted pursuant to
Section 8 on any Ending Date exceeds the number of shares then available
under the Plan (after deduction of all shares for which options have been
exercised or are then outstanding), the Committee shall make a pro rata
allocation of the shares of Common Stock remaining available for issuance in
as uniform and equitable a manner as is practicable. In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each Participant affected thereby and shall return
any excess funds accumulated in each Participant's Contribution Account as
soon as practicable after the Ending Date of such Offering Period.
(b) If there is (i) an increase or decrease in the number of issued and
outstanding shares of Common Stock resulting from a subdivision or
consolidation of shares or other capital adjustment, or (ii) the payment of
a stock dividend (utilizing either Common Stock or the stock of a
Subsidiary), in either case effected without receipt of consideration by the
Company, the number of shares of Common Stock subject to each outstanding
option under the Plan and the Purchase Price thereof and the number of such
shares remaining reserved for grant under the Plan shall be equitably
adjusted by the Committee to reflect such change.
(c) Subject to the following provisions of this Section 11(c), if the
Company is the surviving corporation in any reorganization, merger or
consolidation with or involving one or more other corporations, each
outstanding option under the Plan shall apply to the amount and kind of
securities to which a holder of the number of shares of Common Stock subject
to such option would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the Purchase Price. If there is a (i) dissolution or
liquidation of the Company, (ii) merger, consolidation or reorganization of
the Company with one or more other corporations in which the Company is not
the surviving corporation, (iii) sale of all or substantially all of the
assets of the Company to another person or entity, (iv) transaction
(including a merger or reorganization in which the Company is the surviving
corporation) approved by the Board that results in any person or entity
owning more than 50% of the combined voting power of all classes of stock of
the Company, then the Plan and all options outstanding thereunder shall
terminate, except as provided in the following sentence. If provision is
made in writing in connection with such transaction for the continuation of
the Plan and either the assumption of the options theretofore granted or the
substitution for such options of new options covering the stock of a
successor corporation (or a parent or subsidiary thereof), in either case
with appropriate adjustments as to the number and kinds of shares and
exercise prices, then the Plan shall continue in the manner and under the
terms provided. If the Plan is terminated as provided in this Section 11(c),
the current Offering Period shall be deemed to have ended on the last
trading day prior to such termination, and the options of each Participant
then outstanding shall be deemed to have been automatically exercised in
accordance with Section 9(a) on such last trading day. The Committee shall
cause written notice to be sent of an event that will result in
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such a termination to all Participants not later than the time the Company
gives notice thereof to its shareholders. Adjustments under this Section
11(c) shall be made by the Committee, whose determination in that respect
shall be final, binding and conclusive.
12. DESIGNATION OF BENEFICIARY.
(a) A Participant may file a written designation of a beneficiary who is
to receive a cash refund of the amount, if any, from the Participant's
Contribution Account under the Plan in the event of such Participant's death
at a time when cash is held for his or her account. Disposition of shares of
Common Stock in a Participant's Share Account upon the Participant's death
shall be in accordance with the agreement governing the Share Account.
(b) A designation of beneficiary pursuant to Section 12(a) may be
changed by the Participant at any time by written notice. In the event of
the death of a Participant in the absence of a valid designation of a
beneficiary who is living at the time of such Participant's death, the
Company shall deliver such cash to the executor or administrator of the
estate of the Participant; or, if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company in its discretion,
may deliver such cash to the spouse or to any one or more dependents or
relatives of the Participant; or, if no spouse, dependent or relative is
known to the Company, then to such other person as the Company may
designate.
13. TRANSFERABILITY.
Neither payroll deductions credited to a Participant's Contribution Account
nor any rights with regard to the exercise of an option or to receive shares of
Common Stock under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will or the laws of descent and
distribution) by the Participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect
14. AMENDMENT OR TERMINATION.
The Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate in light of, and consistent with,
Section 423 of the Code; provided, however, that no such amendment shall be
effective without approval of the shareholders of the Company, if shareholder
approval of the amendment is then required pursuant to Rule 16b-3 under the
Exchange Act or any successor rule or Section 423 of the Code. The Board also
may terminate the Plan or the granting of options pursuant to the Plan at any
time; provided, however, that the Board shall not have the right to modify,
cancel, or amend any outstanding option granted pursuant to the Plan before such
termination unless each Participant consents in writing to such modification,
amendment or cancellation.
15. NOTICES.
All notices or other communications by a Participant to the Company in
connection with the Plan shall be deemed to have been duly given when received
by the Vice President, Human Resource Services of the Company or by any other
person designated by the Company for the receipt of such notices or other
communications, in the form and at the location specified by the Company.
16. EFFECTIVE DATE OF PLAN.
The Plan shall be effective as of June 29, 1995, the date it was adopted by
the Board. The Plan has been adopted subject to shareholder approval, and prior
to shareholder approval shares of Common Stock may be issued under the Plan
subject to such approval.
17. MISCELLANEOUS.
The headings to sections of the Plan have been included for convenience of
reference only. The Plan shall be interpreted and construed in accordance with
the laws of the State of Minnesota. References in the Plan to "$" or "dollars"
shall be deemed to refer to United States dollars unless the context clearly
indicates otherwise.
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