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