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As filed with the Securities and Exchange Commission
on June 30, 1998
Registration Number 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-0278528
(State of incorporation) (I.R.S. Employer Identification
Number)
8100 34th Avenue South
Minneapolis, Minnesota 55425
(Address of principal executive offices)
CERIDIAN CORPORATION SAVINGS-RELATED SHARE OPTION PLAN
(Full title of the plan)
John A. Haveman, Vice President and Secretary
Ceridian Corporation
8100 34th Avenue South, Minneapolis, Minnesota 55425
(612) 853-7425
(Name, address and telephone number of agent for service)
________________________________________________________
Calculation of Registration Fee
Title of
Securities Proposed maximum Proposed maximum Amount
to be Amount to offering price aggregate of regis-
registered be registered per share offering price tration fee
Common Stock,
$0.50 par value 500,000 shares $56.50 $28,250,000 $8,334
(1) In addition, pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the "Act"), this Registration Statement also covers
an indeterminate number of additional shares that may be offered or
issued as a result of the anti-dilution provisions of the
above-referenced plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and 457(h)(1) under the
Act, based on the average high and low sale prices reported for the
Registrant's Common Stock on the New York Stock Exchange on June 23,
1998.
(3) Consistent with Rule 429(b) under the Act, the 500,000 shares
being registered hereunder were not utilized under and are being
carried forward from the Registrant's Registration Statement on Form
S-4 (File No. 33-56351), and the entire $8,334 registration fee
associated with these shares was previously paid with the earlier
Registration Statement on Form S-4.
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Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and
Exchange Commission (the "Commission") by Ceridian Corporation
(the "Company") are incorporated in this Registration Statement
by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(3) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") since December 31, 1997; and
(4) The description of the Company's Common Stock, par value
$0.50 per share, contained in the Company's Registration
Statement on Form S-4, File No. 33-64089.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The Company's Common Stock is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
John A. Haveman, Vice President, Secretary and Associate
General Counsel for the Company, has provided an opinion as to
the legality of the securities being registered hereby. As a
result of awards under stock-based compensation plans maintained
by the Company, Mr. Haveman holds 826 shares of the Company's
common stock as well as options to acquire 20,000 shares of such
stock.
The consolidated financial statements and financial
statement schedule of the Company as of December 31, 1997 and
1996 and for each of the years in the three-year period ended
December 31, 1997 have been incorporated by reference in this
Registration Statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants,
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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
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certificate of incorporation of each corporation organized
thereunder eliminating or limiting, with certain exceptions, the
personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director. The Company's certificate of incorporation contains
such a provision. The foregoing statements are subject to the
detailed provisions of Sections 145 and 102(b)(7) of the DGCL.
Article VI of the Company's Bylaws provides that the Company
shall indemnify its officers, directors and employees to the
fullest extent permitted by the DGCL in connection with
proceedings with which any such person is involved by virtue of
his or her status as an officer, director or employee. The
Company has also by contract agreed to indemnify its directors
against damages, judgments, settlements and costs arising out of
any actions against the directors brought by reason of the fact
that they are or were directors. The Company maintains
directors' and officers' liability insurance, including a
reimbursement policy in favor of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a complete list of Exhibits filed or
incorporated by reference as part of this registration statement:
Exhibit Description
3.01 Restated Certificate of Incorporation of Ceridian
Corporation (incorporated by reference to Exhibit 4.01 to
the Company's Registration Statement on Form S-8 (File
No. 33-54379)).
3.02 Certificate of Amendment of Restated Certificate of
Incorporation of Ceridian Corporation (incorporated by
reference to Exhibit 3 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996 (File
No. 1-1969)).
3.03 Bylaws of Ceridian Corporation, as amended.
5.01 Opinion and consent of John A. Haveman.
23.01 Consent of KPMG Peat Marwick LLP.
23.02 Consent of John A. Haveman (included in Exhibit 5.01).
24.01 Power of Attorney (included on page 4 of this
Registration Statement).
99.01 Ceridian Corporation Employee Stock Purchase Plan
(Amended as of May 22, 1998).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
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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,
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.
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(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis,
State of Minnesota, on June 30, 1998.
CERIDIAN CORPORATION
By: /s/ John A. Haveman
John A. Haveman
Vice President and Secretary
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POWER OF ATTORNEY
We, the undersigned officers and directors of Ceridian
Corporation, hereby severally constitute John R. Eickhoff and John
A. Haveman, and either of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign
for us and in our name in the capacities indicated below any and
all amendments to this Registration Statement on Form S-8 filed by
Ceridian Corporation with the Securities and Exchange Commission,
and generally to do all such things in our name and behalf in such
capacities as may be necessary to enable Ceridian Corporation to
comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange
Commission, and we hereby ratify and confirm our signatures as they
may be signed by our said attorneys, or either of them, to any and
all such amendments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed as of June 30, 1998 by
the following persons in the capacities indicated.
/s/ Lawrence Perlman /s/ Richard G. Lareau
Lawrence Perlman Richard G. Lareau, Director
Chairman and Chief Executive Officer
(Principal Executive Officer and Director) /s/ Ronald T. LeMay
` Ronald T. LeMay, Director
/s/ J.R. Eickhoff
J. R. Eickhoff /s/ George R. Lewis
Executive Vice President George R. Lewis, Director
and Chief Financial Officer
(Principal Financial Officer)
/s/ Charles Marshall
/s/ Loren D. Gross Charles Marshall, Director
Loren D. Gross
Vice President and Corporate Controller
(Principal Accounting Officer) Ronald A. Matricaria,
Director
/s/ Carole J. Uhrich
Carole J. Uhrich, Director
/s/ Ruth M. Davis
Ruth M. Davis, Director /s/ Richard W. Vieser
Richard W. Vieser, Director
/s/ Robert H. Ewald /s/ Paul S. Walsh
Robert H. Ewald, Director Paul S. Walsh, Director
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EXHIBIT INDEX
Exhibit Description Code
3.01 Restated Certificate of Incorporation of Ceridian
Corporation IBR
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3.02 Certificate of Amendment of Restated Certificate of
Incorporation of Ceridian Corporation IBR
3.03 Bylaws of Ceridian Corporation, as amended E
5.01 Opinion and consent of John A. Haveman E
23.01 Consent of KPMG Peat Marwick LLP E
23.02 Consent of John A. Haveman (included in Exhibit 5.01)
24.01 Power of Attorney (included on page 4 of this
Registration Statement)
99.01 Ceridian Corporation Employee Stock Purchase Plan
(Amended as of May 22, 1998) E
Legend: E Electronic Filing
IBR Incorporated by Reference
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EXHIBIT 3.03
BYLAWS
OF
CERIDIAN CORPORATION
A DELAWARE CORPORATION
(As amended through 5/21/98)
ARTICLE I
OFFICES
The registered office of Ceridian Corporation (the
"Corporation") in the State of Delaware shall be located in the
City of Wilmington, County of New Castle. The executive offices
of the Corporation shall be located in the City of Bloomington,
County of Hennepin, State of Minnesota. The Corporation may have
such other offices, either within or without the States of
Delaware and Minnesota, as the Board of Directors may designate
or as the business of the Corporation may require from time to
time.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. An annual meeting of the
stockholders shall be held for the purpose of electing directors
at such date, time and place, either inside or outside of the
State of Delaware, as may be designated by the Board of Directors
from time to time. Any other proper business may be transacted
at the annual meeting.
Section 2. Special Meetings. Special meetings of
stockholders for any purpose or purposes may be called at any
time by the Chairman, by the Board of Directors, or by a
committee of the Board of Directors that has been duly designated
by the Board of Directors and whose powers and authority, as
expressly provided in a resolution of the Board of Directors,
include the power to call such meetings, but such special
meetings may not be called by any other person or persons.
Section 3. Place of Meeting. Meetings of stockholders
shall be held at such place as may be designated by the person or
persons calling the meeting. If no designation is so made,
meetings of stockholders shall be held at the executive offices
of the Corporation in Minnesota.
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Section 4. Notice of Meeting. Written notice stating the
place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 60 days
before the date of the meeting to each stockholder entitled to
vote at such meeting. If mailed, notice is given when deposited
in the United States mail, postage prepaid, directed to the
stockholder at the address that appears on the records of the
Corporation.
Section 5. Fixing Date for Determination of Stockholders of
Record. (A) In order to determine the stockholders entitled to
notice and to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other
lawful action other than stockholder action by written consent,
the Board of Directors may fix, in advance, a record date, which
shall not be less than 10 nor more than 60 days before the date
of such meeting, nor more than 60 days prior to any other action.
A determination of stockholders of record entitled to notice of
and to vote at a meeting of stockholders shall apply to any
adjournment of the meeting unless the Board of Directors shall
elect to fix a new record date for the adjourned meeting.
(B) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after
the date upon which the resolution fixing the record date is
adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate
action by written consent shall, by written notice to the
Secretary of the Corporation, request the Board of Directors to
fix a record date. The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request
is received, adopt a resolution fixing the record date. If no
record date has been fixed by the Board of Directors within 10
days of the date on which such a request is received, the record
date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by applicable law,
shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in the State
of Delaware or its executive offices, or to any officer or agent
of the Corporation having custody of the book in which
proceedings of stockholders meetings are recorded, and in each
such case directed to the attention of the Secretary of the
Corporation. Delivery shall be by hand or by certified mail,
return receipt requested. If no record date has been fixed by
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the Board of Directors and prior action by the Board of Directors
is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date
on which the Board of Directors adopts the resolution taking such
prior action.
Section 6. Voting Lists. The officer or agent having
charge of the stock transfer records for shares of the
Corporation shall compile, at least ten days before each meeting
of stockholders, a complete list of the stockholders entitled to
vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each. This list, for a period of ten days prior to such
meeting, shall be kept on file either at a place within the city
where the meeting is to be held which place shall be specified in
the notice of the meeting, or if not so specified, at the place
where the meeting is to be held. Such list shall be subject to
inspection by any stockholder for any purpose germane to the
meeting at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder
during the whole time of the meeting.
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Section 7. Quorum. A majority of the outstanding shares of
the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at any meeting of stockholders.
If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice, except that
no meeting shall be adjourned for more than thirty days without
further written notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
Section 8. Required Vote. At all meetings of stockholders
for the election of directors, a plurality of the votes of shares
present in person or represented by proxy at the meeting and
entitled to vote on the election of directors shall be sufficient
to elect. All other elections and questions shall, unless
otherwise provided by express provision of the Delaware General
Corporation Law, the Corporation's certificate of incorporation
or these bylaws, be decided by the affirmative vote of a majority
of the shares of stock present in person or represented by proxy
at the meeting and entitled to vote on the subject matter in
question.
Section 9. Proxies. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
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corporate action in writing without a meeting may authorize
another person or persons to act on the stockholder's behalf by
proxy, and such authority may be granted by any means authorized
or permitted by express provisions of the Delaware General
Corporation Law. No such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a
longer period.
Section 10. Voting of Shares. Subject to Article IV of the
Corporation's certificate of incorporation, each outstanding
share entitled to vote shall be entitled to one vote (which shall
not be divisible) upon each matter submitted to a vote at a
meeting of stockholders.
Section 11. No Cumulative Voting. Every stockholder shall
have the right to vote in person or by proxy for the number of
shares of stock held by said stockholder for each director to be
elected. No cumulative voting for directors shall be permitted.
Section 12. Business to be Conducted. (A) At any annual
meeting of stockholders, only such business shall be conducted,
and only such proposals shall be acted on, as are properly
brought before the meeting. In order for business to be properly
brought before the meeting, the business must be either (1)
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (2)
otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (3) otherwise properly
brought before the meeting by a stockholder. In addition to any
other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 50
days nor more than 75 days prior to the meeting; provided,
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however, that in the event that less than 65 days' notice or
prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the 15th
day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made,
whichever first occurs. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (b)
the name and record address of the stockholder proposing such
business, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business.
(B) Notwithstanding anything in these bylaws to the
contrary, no business shall be conducted at the annual meeting
except in accordance with the procedures set forth in this
Section 12 of Article II, provided, however, that nothing in this
Section 12 of Article II shall be deemed to preclude discussion
by any stockholder of any business properly brought before the
annual meeting.
(C) The chairman of the annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was
not properly brought before the meeting in accordance with the
provisions of this Section 12 of Article II, and if the chairman
should so determine, he or she shall so declare to the meeting
and any such business not properly brought before the meeting
shall not be transacted.
(D) At any special meeting of the stockholders, only such
business shall be conducted as shall have been brought before the
meeting by or at the direction of the Board of Directors.
Section 13. Stockholder Nomination of Directors. Not less
than 50 days nor more than 75 days prior to the date of the
annual meeting, any stockholder who intends to make a nomination
at the annual meeting shall deliver a notice to the Secretary of
the Corporation setting forth (A) as to each nominee whom the
stockholder proposes to nominate for election or reelection as a
director, (1) the name, age, business address and residence
address of the nominee, (2) the principal occupation or
employment of the nominee, (3) the class and number of shares of
capital stock of the Corporation which are beneficially owned by
the nominee and (4) any other information concerning the nominee
that would be required, under the rules of the Securities and
Exchange Commission, in a proxy statement soliciting proxies of
the election of such nominee; and (B) as to the stockholder
giving the notice, (1) the name and record address of the
stockholder and (2) the class and number of shares of capital
stock of the Corporation which are beneficially owned by the
stockholder; provided, however, that in the event that less than
65 days' notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by the
stockholder to be timely must be so delivered not later than the
close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such notice shall
include a signed consent to serve as a director of the
Corporation, if elected, of each such nominee. The Corporation
may require any proposed nominee to furnish such other
information as may
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reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a
director of the Corporation.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The affairs, property and
business of the Corporation shall be managed by its Board of
Directors.
Section 2. Number, Tenure and Qualifications. Except as
otherwise provided in the Corporation's certificate of
incorporation, the number of directors of the Corporation shall
be as determined from time to time by resolution of the Board of
Directors. Each director shall hold office until the next annual
meeting of stockholders and until his or her successor shall have
been elected and qualified. Directors need not be residents of
the State of Delaware or stockholders of the Corporation.
Section 3. Regular Meetings. Regular meetings of the Board
of Directors may be held at such places inside or outside the
State of Delaware and at such times as the Board of Directors may
from time to time determine by resolution, and if so determined
notices thereof need not be given.
Section 4. Special Meetings. Special meetings of the Board
of Directors may be held at any time or place inside or outside
the State of Delaware whenever called by or at the request of the
Chairman or any two directors. The person or persons who call or
request a special meeting of the Board of Directors may fix the
time and place for holding such special meeting.
Section 5. Notice. Notice of any special meeting shall be
delivered at least two hours previously thereto by written notice
delivered personally or mailed to each director at his or her
business address, or by telecopy, facsimile or electronic mail.
If mailed, such notice shall be deemed to be delivered on the
third business day after it is deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be
given by telecopy, facsimile or electronic mail, such notice
shall be deemed to be delivered upon transmission by sender to
the addressee's telecopier, facsimile machine or computer. Any
director may waive notice of any meeting.
The attendance of a director at a meeting, in person or by
telephone as provided by law, shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
Section 6. Quorum. At any meeting of the Board of
Directors, a majority of the directors then in office shall
constitute a quorum for the transaction of business, but if less
than such majority is present at a meeting, in person or by
telephone as provided by law, a majority of the directors present
may adjourn the meeting from time to time without further notice.
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Section 7. Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 8. Vacancies. Except as otherwise provided in the
Corporation's certificate of incorporation, any vacancy occurring
in the Board of Directors by reason of death, resignation,
disqualification or other cause, or resulting from any increase
in the authorized number of directors may be filled by the
affirmative vote of a majority of the directors then in office,
though less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall hold office until the
next annual meeting of stockholders and until a successor shall
have been elected and qualified.
Section 9. The compensation of directors shall be fixed by
resolution of the Board of Directors. Such resolution shall not
preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his or her
dissent shall be entered in the minutes of the meeting or unless
he or she shall file a written dissent to such action with the
person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
Section 11. Action by Directors in Lieu of Meeting. Any
action required or permitted to be taken at any meeting of the
Board of Directors, or any committee thereof including the
Executive Committee, may be taken without a meeting if all
members of the Board or committee as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
Section 12. Chairman of the Board of Directors. The Board
of Directors may, in its discretion, elect a Chairman, who shall
perform such duties as may be assigned by the Board of Directors
from time to time, and shall, when present, preside at all
meetings of the stockholders and of the Board of Directors. The
Chairman shall serve in such capacity at the pleasure of the
Board of Directors or until his or her earlier resignation or
death.
Section 13. Chairman Emeritus. The Board of Directors may,
in its discretion, appoint any person who has served as, but no
longer is, a director of the Corporation to the position of
director emeritus. A director emeritus shall serve at the
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pleasure of the Board of Directors, and shall provide such advice
and counsel to the Board of Directors as may be requested by the
Chairman. A director emeritus may attend meetings of the Board
of Directors, but shall not vote at such meetings. Where such a
person is also a former Chairman of the Board, he or she may also
be named chairman emeritus.
<PAGE>
ARTICLE IV
EXECUTIVE COMMITTEE
The Board of Directors may elect an Executive Committee, to
serve at the pleasure of the Board, consisting of at least three
members of the Board of Directors. The Chairman of the Board of
Directors and the Chief Executive Officer, if other than the
Chairman, shall be members of the Executive Committee, and the
Chairman of the Board of Directors shall be chairman of such
committee. During the intervals between meetings of the Board of
Directors, the Executive Committee shall possess and may exercise
all of the powers of the Board of Directors, which may by law be
exercised by the Executive Committee, to manage the business and
affairs of the Corporation, including the power to authorize the
issuance of capital stock of the Corporation, provided that the
Executive Committee shall not have the power to authorize
transactions it determines to involve consideration of more than
fourteen million dollars. These limitations shall not apply to
situations the Executive Committee, in its discretion, determines
to be emergencies requiring its immediate action. The Executive
Committee is specifically authorized to approve and adopt a
certificate of ownership and merger on behalf of the Corporation
pursuant to Section 253 of the Delaware General Corporation Law.
All actions by the Executive Committee shall be reported to the
Board of Directors at its meeting next succeeding such action,
and shall be subject to revision and alteration by the Board,
provided that no rights of third parties shall be affected by
such revision or alteration. Vacancies in the Executive
Committee shall be filled by the Board of Directors. A majority
of the members of the Executive Committee shall be necessary to
constitute a quorum and in every case the affirmative vote of a
majority of the members of the Executive Committee shall be
necessary for the taking of any action. The Executive Committee
shall fix its own rules of procedure. It shall meet as provided
by such rules or by resolution of the Board of Directors or by
call of any member of the Committee.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the corporation shall
be a Chief Executive Officer, a President, and one or more Vice
Presidents (the number and types thereof to be determined by the
Board of Directors), a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors. The Board of
Directors or the Chief Executive Officer may also elect or
<PAGE>
appoint such other officers as it may deem necessary or
desirable. Any person may hold more than one office at one time.
Section 2. Election and Term of Office. The officers of
the Corporation shall be elected at such times as the Board of
Directors shall determine and shall hold office at the pleasure
of the Board of Directors or until their earlier death or
resignation. Removal of an officer by the Board of Directors
shall be without prejudice to his or her contract rights, if any.
Section 3. Chief Executive Officer. The Chief Executive
Officer, subject to the provisions of these bylaws and to the
direction of the Board of Directors, shall have ultimate
authority for decisions relating to the general management and
control of the business and affairs of the Corporation. The
Chief Executive Officer shall perform such other duties as may be
<PAGE>
assigned by the Board of Directors from time to time and shall,
in the absence of the Chairman of the Board of Directors, preside
at all meetings of the stockholders and of the Board of
Directors.
Section 4. President. The President shall be the chief
operating officer and, subject to the provisions of these bylaws
and to the direction of the Board of Directors and the Chief
Executive Officer, shall have such powers and shall perform such
duties as may be assigned by the Board of Directors or by the
Chief Executive Officer from time to time.
Section 5. The Vice Presidents. Each Vice President shall
have such powers and shall perform such duties as may be assigned
to the Vice President by the Board of Directors or by the Chief
Executive Officer from time to time.
Section 6. The Secretary and Assistant Secretaries. The
Secretary shall keep the minutes of the stockholders' and Board
of Directors' meetings; see that all notices are duly given in
accordance with the provisions of law and of these bylaws; be
custodian of the corporate records and of the seal of the
Corporation; keep or cause to be kept a register of the mailing
address of each stockholder; have general charge of the stock
transfer records of the Corporation; and in general perform all
duties incident to the office of Secretary and such other duties
as from time to time may be assigned to the Secretary by the
Board of Directors or by the Chief Executive Officer.
An Assistant Secretary shall have such powers and shall
perform such duties as may be assigned by the Board of Directors,
the Chief Executive Officer or the Secretary from time to time.
Section 7. The Treasurer and Assistant Treasurers. The
Treasurer shall have charge and custody of and be responsible for
all funds and securities of the Corporation; receive and give
receipts for monies due and payable to the Corporation from any
source whatsoever; deposit all such monies in the name of the
<PAGE>
Corporation for safekeeping in appropriate banks, trust companies
or other depositories; and in general perform all of the duties
incident to the office of the Treasurer and such other duties as
from time to time may be assigned by the Board of Directors or by
the Chief Executive Officer.
An Assistant Treasurer shall have such powers and shall
perform such duties as may be assigned by the Board of Directors,
the Chief Executive Officer or the Treasurer from time to time.
ARTICLE VI
INDEMNITY
Section 1. Indemnification Rights. To the maximum extent
permitted by law, the Company shall indemnify any Eligible Person
(as defined below) (including such person's heirs, executors and
personal representatives) against any and all Amounts (as defined
below) incurred or imposed in connection with, or which result
from, any Proceeding (as defined below) (other
<PAGE>
than a proceeding initiated by such person) in which such person
is or may become involved by reason of being an Eligible Person.
Section 2. Advancement of Expenses. In connection with any
Proceeding, the Company may advance Expenses (as defined below)
to any Eligible Person upon receipt of an undertaking by or on
behalf of such person to repay such advance if it shall
ultimately be determined that such person is not entitled to
indemnification by the Company.
Section 3. Rights Not Exclusive. The rights provided in
this Article shall not be deemed exclusive of any other right or
rights to which any Eligible Person may be entitled under any
agreement, vote of stockholders, or otherwise.
Section 4. Definitions. For purposes of this Article:
(A) "Amounts" shall include judgments, penalties, fines,
amounts paid in settlement, and Expenses.
(B) "Company" shall mean the Corporation and any
corporation at least a majority of whose voting securities having
ordinary voting power for the election of directors (other than
securities having such voting power only by reason of the
occurrence of a contingency) which is, at the time of alleged
events giving rise to the Proceeding, owned by the Corporation
and/or one or more of its majority-owned subsidiaries.
(C) "Eligible Person" shall mean:
(1) A director, officer or employee of the Company;
or
(2) A director, officer or employee of the Company
who at the specific written request or resolution of the Board of
<PAGE>
Directors of the Corporation is, at the time either of the
Proceeding and/or of the alleged events giving rise to the
Proceeding, serving as a director, officer or employee of any
other company, partnership, joint venture, trust, employee
benefit plan or other enterprise; or
(3) A fiduciary or co-fiduciary of an employee
benefit plan of the Company as those terms are defined in the
Employee Retirement Income Security Act of 1974.
(D) "Expenses" shall mean all reasonable attorneys' fees
and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or preparing to be a witness
in a Proceeding.
(E) "Proceeding" shall include any actual, threatened or
completed action, suit, arbitration, alternative dispute
resolution mechanism, investigation, administrative hearing, or
other formal claim that could result or has resulted in personal
liability, whether civil, criminal, administrative or
investigative.
<PAGE>
ARTICLE VII
INDEMNIFICATION AGREEMENTS
The Corporation shall have the express authority to enter
into such agreements as the Board of Directors deems appropriate
for the indemnification of present or future directors and
officers of the Corporation in connection with their service to,
or status with, the Corporation or any other corporation, entity
or enterprise with whom such person is serving at the express
written request of the Corporation.
ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Such certificates
shall be signed by the Chairman or Chief Executive Officer and by
the Treasurer or Secretary or by any other officers determined by
the Board of Directors in accordance with law.
Section 2. Transfer of Shares. Where shares of the
Corporation are presented to the Corporation with a request to
register transfer, the Corporation shall register the transfer as
requested if the certificate representing such shares is endorsed
by the appropriate person or persons, reasonable assurance is
given that those endorsements are genuine, the Corporation has no
duty to inquire into adverse claims or has discharged that duty,
applicable law relating to the collection of taxes has been
complied with, and the transfer is in fact rightful or is to a
bona fide purchaser.
ARTICLE IX
<PAGE>
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of January and end on the thirty-first day of December, next
succeeding.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and
the Corporation's certificate of incorporation.
ARTICLE XI
SEAL
The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the Corporation, the year of incorporation, 1912, the
state of incorporation and the words, "Corporate Seal."
<PAGE>
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice is required to be given to any
stockholder or director of the Corporation under the provisions
of these bylaws or under the provisions of the Corporation's
certificate of incorporation, or under the provisions of the
Delaware General Corporation Law, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENT
These bylaws may be altered, amended or rescinded and new
bylaws may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors.
<PAGE>
<PAGE>
EXHIBIT 5.01
June 30, 1998
Ceridian Corporation
8100 34th Avenue South
Minneapolis, MN 55425
Re: Ceridian Corporation
Registration Statement on Form S-8
Dear Sir or Madam:
I have acted as counsel to Ceridian Corporation, a Delaware
corporation (the "Company"), in connection with the registration
by the Company of 500,000 shares of its Common Stock, $0.50 par
value (the "Shares"), pursuant to the Company's registration
statement on Form S-8 which refers to the Company's Savings-
Related Share Option Plan and which is to
be filed with the Securities and Exchange Commission on June 30,
1998 (the "Registration Statement").
In this connection, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of
corporate records of the Company and such other documents that I
have considered necessary as a basis for the opinions expressed
herein. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals and the conformity with originals of all documents
submitted to me as copies. As to all questions of fact material
to such opinions, I have, when relevant facts were not
independently established by me, relied upon statements of the
Company and its officers and of public officials.
Based upon the foregoing, I advise you that in my opinion:
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware.
2. The Company has corporate authority to issue the Shares
in the manner and under the terms set forth in the Registration
Statement.
3. The Shares have been duly authorized and, when issued in
accordance with the Plan referred to in the Registration
Statement, will be validly issued, fully paid and non-assessable.
<PAGE>
I hereby consent to the filing of this opinion as Exhibit
5.01 to the Registration Statement and to its use as part of the
Registration Statement.
Very truly yours,
/s/ John A. Haveman
John A. Haveman
Vice President, Secretary and
Associate General Counsel
<PAGE>
<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.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 30, 1998
<PAGE>
<PAGE>
EXHIBIT 99.01
CERIDIAN CORPORATION
SAVINGS-RELATED SHARE OPTION PLAN
Inland Revenue Reference: SRS 2055
Adopted by the Company on ( )
Approved by the Inland Revenue on ( )
KPMG Tax Advisers
1 Puddle Dock
LONDON
EC4V 3PD
Ref. mac//673/ss
<PAGE>
<PAGE>
RULES OF THE CERIDIAN CORPORATION SAVINGS-RELATED SHARE
OPTION PLAN
INDEX
Page
1. Definitions 2
2. Invitation to apply for Options 10
3. Scaling Down 11
4. Grant of Options 12
5. Limitations on Grant 13
6. Exercise of Options 13
7. Take-overs, Reconstructions and Liquidations 15
8. Variation of Share Capital 17
9. Manner of Exercise of Options 18
10. Administration and Amendment 19
11. Compliance with Laws and Regulations 20
12. Loss of Office or Employment 20
<PAGE>
<PAGE>
RULES OF THE CERIDIAN CORPORATION
SAVINGS-RELATED SHARE OPTION PLAN
1. Definitions
1.1 In these Rules the following words and expressions
shall have, where the context so admits, the following
meanings:
"Accounting Period" - an accounting reference
period of the Company;
"Act" - the Income and
Corporation
Taxes Act 1988;
"Acquiring Company" - where the conditions of
paragraph 15 of Schedule
9 are met, either such
company as shall be at
any time the "Acquiring
Company" as defined in
that paragraph, or some
other company falling
within sub-paragraph (b)
or sub-paragraph (c) of
paragraph 10 of Schedule
9 in relation to the
Acquiring Company over
whose shares an Option
has been granted;
"Administrator" - an Administrator
appointed by the
Committee
"Adoption Date" - the date on which the
Plan is adopted by
resolution of the
Company;
"Application" - an application for an
Option in the form as
approved by the Committee
from time to time;
"Approval Date" - the date upon which the
Board of Inland Revenue
approves the
Plan;
<PAGE>
<PAGE>
"Associated Company"- has the same meaning as
in section 416 of the
Act;
"Auditors" - the auditors for the time
being of the Company
(acting as experts and
not as arbitrators);
"Board" - the Board of directors of
the Company or a
committee of the Board;
"Bonus Date" - where repayments under
the relevant Savings
Contract are taken as
including the Maximum
Bonus, the earliest date
on which the Maximum
Bonus is payable and in
any other case the
earliest date on which a
bonus is payable under
the relevant Savings
Contract;
"Committee" - a duly constituted
committee of the Board
delegated with the
authority to consider the
remuneration of Group
Employees;
"Company" - Ceridian Corporation
incorporated under the
laws of Delaware in the
United States of America
or save for Rules 2, 3,
4, 5 and 10.2 the
Acquiring Company;
"Control" - has the same meaning as
in section 840 of the
Act;
"Date of Grant" - the date on which an
Option is, was or is to
be granted to an Eligible
Employee under the Plan,
pursuant to Rule 4.1, or
on which an Option is or
was treated as being
granted pursuant to Rule
4.2;
<PAGE>
<PAGE>
"Dealing Day" - a day on which the Stock
Exchange is open for the
transaction of business;
"Eligible Employee" - any Group Employee who:
a)(i) in the case of a
director, normally
devotes 25 hours or more
per week to his duties
(exclusive of meal
breaks); and
(a)(ii) is chargeable to
tax in respect of his
employment or office
under Case I of
Schedule E; and
(a)(iii) is employed by
any Group Company on the
date on which the Grantor
grants an Option pursuant
to Rule 4.1 below or has
been continuously
employed with any Group
Company for a longer
period at such date (such
longer period not to
exceed 5 years as at such
date) as the Committee
may stipulate for all
Options granted on any
one occasion (and for the
avoidance of doubt
periods of service with
any such company prior to
its becoming a Group
Company shall be
disregarded);
unless, at its
discretion, the Committee
has specifically resolved
that for all Options
granted on any one
occasion all or any of
the above conditions
shall be waived; and
<PAGE>
<PAGE>
(b) has been nominated
by the Committee either
individually or as a
member of a category of
directors or employees
for participation in the
Plan; and
(c) is not prohibited
from participating by
tile provisions of
Paragraph 8 of Schedule
9;
"Exercise Price" - the price at which an
Eligible Employee may
acquire a Share on the
exercise of an Option
being, subject to Rule
7.2 and Rule 8, not less
than the greater of:
(i) the nominal value of a
Share;
(ii) and 80 percent or such
other percentage as is
for the time being
permitted by statute or
other statutory provision
of the Market Value of a
Share on the day the
Invitation was issued
pursuant to Rule 2 if the
Exercise Price is
specified in the
Invitation or, if the
Exercise Price is
notified to the Eligible
Employees after the
Invitations are issued
but before the Options
are granted, on the day
the Eligible Employees
are so notified, and for
the avoidance of doubt
the Exercise Price may in
the Committee's
discretion be set at a
percentage of Market
Value which is higher
than 80%;
"Group" - the Company and any other
company which is a
Subsidiary of the Company
and which is for the time
<PAGE>
<PAGE>
being nominated by the
Board to be a
participating company
under the Plan and the
phrase "Group Company"
shall be construed
accordingly;
<PAGE>
<PAGE>
"Group Employee" - a director or employee of
any and all Group
Companies;
"Injury or Disability" - the cessation of
employment or office by
reason of injury or
disability provided the
Committee are satisfied,
on production of such
evidence as it may
reasonably require:
(i) that the individual
has ceased to exercise
and, by reason of injury
or disability, is
incapable of exercising
that office or
employment; and
(ii) that the individual
is likely to remain so
incapable for the
foreseeable future;
"Invitation" - a letter of invitation to
participate in the Plan
in a form approved by the
Committee and capable of
amendment by the
Committee from time to
time if Inland Revenue
approval is obtained for
any such amendment;
"Market Value" - an amount equal to the
closing market price per
Share as reported on the
New York Stock Exchange
Composite Tape on that
date (or if no shares
were traded or quoted on
Such date the next
preceding date on which
there was such a trade or
quote) as converted to
pounds sterling by
reference to the
Financial Times spot
exchange rate for the
date the Invitation is
issued or, if later, the
date the Eligible
Employees are notified of
the Exercise Price;
<PAGE>
<PAGE>
"Maximum Bonus" - the bonus payable to the
Option Holder at the
maturity of a Savings
Contract which matures
after seven years;
"New Option" - an option over shares in
the Acquiring Company
meeting the requirements
of sub-paragraphs
15(3)(a) to (d) of
Schedule 9, granted in
consideration for the
release of a Subsisting
Option within the
"appropriate period" (as
defined by paragraph
15(2) of Schedule 9);
"Nominated Savings
Authority" - the savings authority or
the savings authorities
(as the case may be)
nominated by the Company
for the purposes of the
Plan;
"Option" - a right to acquire Shares
granted or to be granted
pursuant to Rules 4.1 or
4.2;
"Option Certificate"- an option certificate
appropriate to the
Grantor in a form
approved by the Committee
from time to time;
"Option Holder" - a person who has been
granted an Option or
(where the context
admits) his legal
personal
representative(s);
"Option to Subscribe"- an Option to subscribe
for Shares granted by the
Company;
"Other Plan" - any Plan (other than this
Plan) being any savings-
related share option Plan
approved under Schedule
9;
<PAGE>
<PAGE>
"this Plan" - this Ceridian Corporation
Savings-Related Share
Option Plan constituted
and governed by the
Rules;
"Redundancy" - the cessation of
employment or
office by reason of
redundancy within the
meaning of the Employment
Rights Act 1996;
"Retirement" - the cessation of
employment or office by
reason of retirement
either at the Specified
Age or any other age at
which the individual is
bound to retire in
accordance with the terms
of his contract of
employment;
"Rules" - tile rules of the Plan as
the same may be amended
from time to time;
"Savings Contract" - a 3 or 5 year contract
under a certified
contractual savings
scheme (within the
meaning of section 326 of
the Act) entered into by
an Eligible Employee with
a Nominated Savings
Authority and which has
been approved by the
Board of Inland Revenue
for the purposes of
Schedule 9;
"Schedule 9" - Schedule 9 to the Act;
"Share" - the common stock of the
Company, par value $0.50
per share which is within
the meaning of ordinary
share capital in section
832(l) of the Act;
"Specified Age" - age 60;
<PAGE>
<PAGE>
"Standard 3 Year Bonus" - the bonus payable to the
Option Holder under a
Savings Contract which
matures after three
years;
"Standard 5 Year Bonus" - the bonus payable to the
Option Holder under a
Savings Contract which
matures after five years;
"Stock Exchange" - The New York Stock
Exchange;
"Subsidiary" - a company which is under
the Control of the
Company and which is a
subsidiary of the Company
within the meaning of
section 736 of the
Companies Act 1985;
"Subsisting Option" - an Option which has been
granted and which has not
lapsed, been surrendered,
renounced or been
exercised in full;
1.2 In these Rules, except insofar as the context otherwise
requires:
(i) words denoting the singular shall include the plural and
vice versa;
(ii)words importing a gender shall include every gender and
references to a person shall include bodies corporate
and unincorporated and vice versa;
(iii)reference to any enactment shall be construed as a
reference to that enactment as from time to time
amended, modified, extended or re-enacted and shall
include any orders, regulations, instruments or other
sub-ordinate legislation made under the relevant
enactment;
(iv) words have the same meanings as in Schedule 9 unless
the context otherwise requires; and
(iv) headings and captions are provided for reference only
and shall not be considered as part of the Plan.
<PAGE>
<PAGE>
2. Invitation to apply for Options
2.1 At any time after the Approval Date but not later than
the tenth anniversary of the Adoption Date, the
Committee may at any time invite every Eligible
Employee by issuing an Invitation to apply for the
grant of an Option providing that at the intended Date
of Grant the Shares satisfy the conditions of
paragraphs 10 to 14 inclusive of Schedule 9.
2.2 Each Invitation shall specify:
(i) the date, being not less than 14 days after the
issue of the Invitation, by which an application
must be made;
(ii) whether or not the Eligible Employee may take out
a 3 or 5 year Savings Contract;
(iii)the Exercise Price or the method by which the
Exercise Price will be notified to Eligible
Employees prior to the proposed Date of Grant and
for the avoidance of any doubt any such
notification shall be made not less than 5 days
before the date on which all application must be
made;
(iv) whether or not for the purpose of determining the
number of Shares over which an Option is to be
granted, the repayment under the Savings Contract
is to be taken:
(a) as including the Maximum Bonus;
(b) as including only the Standard 5 Year Bonus
or the Standard 3 Year Bonus;
(c) as not including a bonus.
(v) the maximum permitted aggregate monthly savings
contribution being the lesser of the maximum
amount specified in Paragraph 24 of Schedule 9 or
such other maximum as may be determined by the
Committee, and be permitted by the Board of the
Inland Revenue pursuant to Schedule 9 and by the
Nominated Savings Authority;
and the Committee may determine and include in the
Invitations details of the maximum number of Shares
over which Options may be granted on that occasion and
a statement that in tile event of excess Applications,
each Application may be scaled down in accordance with
the Rules.
<PAGE>
<PAGE>
2.3 Each Invitation shall be accompanied by an Application
which shall provide for the applicant to state:
(i) the monthly savings contribution being a multiple
of #l and not less than #5 which he wishes to make
under the related Savings Contract;
(ii) whether or not he wishes to take out a 3 or 5 year
Savings Contract;
(iii)that his proposed monthly savings contribution,
when added to any monthly savings contributions
then being made under any other Savings Contract
linked to an Option granted under the Plan or any
Other Plan will not exceed the maximum permitted
aggregate monthly savings contribution specified in
the Invitation;
(iv) his election as to whether for the purpose of
determining the number of Shares over which an
Option is to be granted, the repayment under the
Savings Contract is to be taken as including the
Maximum Bonus, the Standard 5 Year Bonus, or the
Standard 3 Year Bonus or as not including a bonus;
and shall authorize the Administrator to enter on the
Savings Contract such monthly savings contributions,
not exceeding the maximum stated on the Application, as
shall be determined pursuant to Rule 3 below.
2.4 Each Application shall be deemed to be for an Option
over the largest whole number of Shares which can be
bought at the Exercise Price with the expected
repayment under the related Savings Contract at the
Bonus Date.
3. Scaling Down
3.1 If the Administrator receives valid Applications over
an aggregate number of Shares which exceeds the amount
stated pursuant to Rule 2.2 or any limitation
determined pursuant to Rule 5 below in respect of
Invitations issued on any day, then the following steps
shall be carried out successively to the extent
necessary to eliminate the excess:
(i) each election for a Maximum Bonus to be included
in the repayment under the Savings Contract shall
be deemed to be an election for the Standard 5
Year Bonus to be included;
<PAGE>
<PAGE>
(ii) each election for a Standard 5 Year Bonus or a
Standard 3 Year Bonus to be included in the
repayment under the Savings Contract shall be
deemed to be an election for the bonus to be
excluded;
(iii)the excess over #5 of the monthly savings
contribution chosen by each applicant shall be
reduced pro rata to the extent necessary;
(iv) applications will be selected by lot, each based
on a monthly savings contribution of #5 and the
inclusion of no bonus in the repayment under the
Savings Contract.
3.2 If after applying the provisions of Rule 3.1(i) to
(iii) inclusive the number of Shares available is still
insufficient to enable an Option based on monthly
savings contributions of E5 to be granted to each
Eligible Employee who made a valid Application the
Committee may, as an alternative to selecting by lot as
in (iv) above, determine in its absolute discretion
that no Options shall be granted.
3.3 If the Committee so determines the provision in Rule 3.
1 (i) to (iv) inclusive may be modified or applied in
any manner as may be agreed in advance with the Inland
Revenue.
3.4 Each Application shall be deemed to have been modified
or withdrawn in accordance with the application of the
foregoing provisions and the Administrator shall
complete or procure the completion of each Savings
Contract proposal form to reflect any reduction in
monthly savings contributions resulting therefrom.
4. Grant of Option
4.1 Within 30 days of the first day Invitations are issued
(or of the date on which Eligible Employees are
notified of the Exercise Price where such notification
is made after Invitations are issued) or within 42 days
of that day when Rule 3 applies and Options cannot be
granted within the 30 day period, the Committee shall
grant to each applicant who is still an Eligible
Employee and is not precluded from participation in the
Plan by virtue of Paragraph 8 of Schedule 9 an Option
over the number of Shares for which, pursuant to Rule
2.4 and subject to Rule 3, he is deemed to have
applied.
<PAGE>
<PAGE>
4.2 Where the circumstances noted in Rule 7.2 apply New
Options may be granted within the terms of paragraph
15(l) of Schedule 9 in consideration for the release of
Options previously granted under this Plan. Such New
Options are deemed to be equivalent to the old Options
and to have been granted within the terms of this Plan.
4.3 No Option may be transferred, assigned or charged and
any purported transfer, assignment or charge shall be
void ab initio. Each Option Certificate shall carry a
statement to this effect. For the avoidance of doubt,
this Rule 4.3 shall not prevent the Option of a
deceased Option Holder being exercised by his personal
representative(s) within the terms of these Rules.
4.4 As soon as possible after Options have been granted the
Administrator shall issue an Option Certificate
specifying the Date of Grant, the number of Shares
subject to Option and the Exercise Price.
5. Limitations on Grant
Before Invitations are issued on any occasion, the
Committee may determine a limit on the number of Shares
which are to be available in respect of that issue of
Invitations.
6. Exercise of Options
6.1 Subject to each of the succeeding sections of this Rule
6 and Rule 9 any Subsisting Option may be exercised by
the Option Holder or, if deceased, by his personal
representatives in whole or in part at the time of or
at any time following the occurrence of the earliest of
the following events:
(i) the Bonus Date;
(ii) the death of the Option Holder;
(iii) upon the Option Holder ceasing to be a
director or employee of the Group where that
cessation was by reason of Injury or
Disability, Redundancy or Retirement;
(iv) an opportunity to exercise the Option
pursuant to Rule 7;
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(v) upon the Option Holder ceasing to be a Group
Employee, where that cessation was by reason
only that the Company has ceased to have
Control of such company, or that tile office
or employment relates to a business or part
of a business which is transferred to a
person who is neither an associated company
(within the meaning of section 416 of the
Act) of the Company nor a company of which
the Company has Control;
(vi) the relevant Bonus Date, where the Option
Holder holds an office or employment in a
company which is not a Group Company but
which is:
(a) an Associated Company of the Company; or
(b) a company of which the Company has
control.
6.2 No Option may be exercised by an Option Holder at any
time when he is, or by the personal representatives of
an individual who at the date of his death was,
precluded by paragraph 8 of Schedule 9 from
participating in the Plan.
6.3 An Option shall lapse and become thereafter incapable
of exercise on the earliest of the following events:
(i) except where the Option Holder has died, the
expiry of six months following the Bonus
Date;
(ii) where the Option Holder died within six
months following the Bonus Date, the first
anniversary of the Bonus Date;
(iii)where the Option Holder has died before the
Bonus Date, the first anniversary of his
death;
(iv) unless the Option Holder has died, on the
expiry of six months after the Option has
become exercisable by virtue of Paragraph
(iii) and (v) of Rule 6.1;
(v) save in the circumstances in Rule 6.1 (ii),
(iii), (iv) and (v) above, and subject to
Rule 6.5, immediately following the Option
Holder ceasing to be a Group Employee;
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(vi) the expiry of six months after the Option has
first become exercisable in accordance with
Rule 7,
(vii)the Option Holder being adjudicated bankrupt;
(viii) upon the Option Holder giving notice, (or
under the terms of his Savings Contract being
deemed to have given notice), to the
Nominated Savings Authority that he intends
to stop paying monthly contributions under
his Savings Contract prior to the date upon
which a right to exercise the Option shall
arise; and
(ix) on the winding up other than a voluntary
winding up of the Company.
6.4 If an Option Holder continues to be employed by a Group
Company after the date on which he reaches the
Specified Age he may exercise any Subsisting Option
within six months following that date.
6.5 No person shall be treated for the purposes of this
Rule 6 as ceasing to be a Group Employee until he is no
longer a director or employee of the Company, any
Associated Company or a company of which the Company
has Control.
7. Take-overs, Reconstructions and Liquidations
7.1 If any person obtains Control of the Company as a
result of making:
(i) a general offer to acquire the whole of the
issued share capital of the Company (other
than that which is already owned by him)
which is unconditional or which is made on a
condition such that if it is satisfied the
person making the offer will have Control of
the Company; or
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(ii) a general offer to acquire all the shares
(other than shares which are already owned by
him) in the Company which are of the same
class as Shares subject to a Subsisting
Option then the Committee shall notify all
Option Holders as soon as is practicable of
the offer in accordance with Rule 10.4. Any
Subsisting Option may be exercised from the
date of tile receipt of that notification up
to the expiry of a period ending six months
from the time when the person making the
offer has obtained Control of the Company and
any condition subject to which the offer is
made has been satisfied.
7.2 If as a result of tile events specified in Rule 7.1 an
Acquiring Company has obtained Control of the Company,
the Option Holder i-nay, if the Acquiring Company so
agrees, release any Subsisting Option he holds in
consideration for the grant of a New Option.
A New Option issued in consideration of tile release of
an Option shall be evidenced by an Option Certificate
which shall import the relevant provisions of these
Rules.
A New Option shall, for all other purposes of this
Plan, be treated as having been acquired at the same
time as the corresponding released Option and the
definition of Date of Grant shall be construed
accordingly.
7.3 If the Company passes a resolution for voluntary
winding up, any Subsisting Option may be exercised
within 6 months of the passing of the resolution.
7.4 The periods of exercisability under Rule 6. 1 (iv) and
the date of lapse under Rule 6.3 (vi) are those of
whichever of the pre-conditions of Rules 7.1 or 7.3 are
first achieved. The subsequent achievement of any
other pre-conditions will not cause a period of
exercisability to begin nor a date of lapse to arise.
7.5 For the purpose of this Rule 7 other than Rule 7.2 a
person shall be deemed to have obtained Control of a
Company if he and others acting in concert with him
have together obtained Control of it.
7.6 The exercise of an Option pursuant to the preceding
provisions of this Rule 7 shall be subject to the
provisions of Rule 9.
7.7 A New Option shall not be exercisable by virtue of the
event pursuant to which it was granted.
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8. Variation of Share Capital
8.1 In the event of any variation of the share capital of
tile Company, including, but Without prejudice to tile
generality of the preceding words, any capitalization
or rights issue or any consolidation, sub-division or
reduction of capital by tile Company, the number and
nominal amount of Shares Subject to any Option and the
Exercise Price may be adjusted (including retrospective
adjustments) by the Committee in such manner as is fair
and reasonable provided that:
(i) the aggregate amount payable on tile exercise
of an Option in full is neither materially
changed nor increased beyond the expected
repayment under the Savings Contract at the
Bonus Date;
(ii) the Exercise Price for a Share subject to an
Option to Subscribe is not reduced below its
nominal value unless (and to the extent that)
the Company is authorized to capitalize from
its undistributed profits or reserves upon
the exercise of such Option an amount equal
to the difference between the aggregate
Exercise Price and the aggregate nominal
value of the Shares to be issued upon such
exercise and to apply such sum in paying LIP
the difference;
(iii)at any time when the Plan remains approved by
the Inland Revenue no adjustment shall take
effect without the prior approval of the
Board of Inland Revenue; and
(iv) at any time when the Plan remains approved by
the Inland Revenue following the adjustment
the Shares continue to satisfy the conditions
specified in paragraphs 10 to 14 inclusive of
Schedule 9.
Such variation shall be deemed to be
effective, once Inland Revenue approval has
been given, from the record date at which the
respective variation applied to other shares
of the same class as the Shares. Any Options
exercised within that period shall be treated
as exercised with the benefit of the
variation confirmed by the Auditors.
8.2 If an adjustment is made pursuant to Rule 8.1 above
with the intention that the Plan shall cease to be
approved by the Inland Revenue, the Company shall
immediately notify the Inland Revenue.
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8.3 Tile Administrator shall take Such steps as lie
considers necessary to notify Option Holders of any
adjustment made under Rule 8.1 and may call in, cancel,
endorse, issue or reissue any Option Certificate
consequent upon such adjustment.
9. Manner of Exercise of Options
9.1 No Option may be exercised whilst the Plan is and is
intended to remain approved by the Inland Revenue
unless the Shares satisfy the conditions specified in
paragraphs 10 to 14 inclusive of Schedule 9.
9.2 An Option may only be exercised over the number of
Shares which may be acquired with the sum obtained by
way of payment under the related Savings Contract.
9.3 An Option shall be exercised by the Option Holder, or
as the case may be by his personal representatives,
delivering a notice in writing to the Treasurer of the
Company, detailing the number of Shares in respect of
which he wishes to exercise the Option accompanied by
the appropriate payment (which shall not exceed the sum
obtained by way of repayment under the related Savings
Contract) or authority to the Company to withdraw and
apply monies from the Savings Contract to acquire the
Shares over which the Option is to be exercised and the
relevant Option Certificate and shall be effective on
the date of its receipt by the Treasurer of the
Company.
9.4 The number of Shares specified in the notice of
exercise given in accordance with Rule 9.3 shall be
allotted and issued to the participant or at his
discretion (if such participant shall have given notice
that he wishes to sell some or all of the Shares so
acquired) immediately following such acquisition within
30 days of the date of exercise and the Company shall
arrange for the delivery of a definitive share
certificate in respect thereof or, as the case may be,
the appropriate changes to the books of the Company to
reflect such allotment and issue of Shares. Save for
any rights determined by reference to a record date
preceding the date of allotment or transfer, such
Shares shall rank pari passu with the other Shares of
the same class in issue at the date of allotment or
transfer.
9.5 When an Option is exercised only in part, it shall
lapse to the extent of the unexercised balance.
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9.6 For the purpose of Rules 9.2 and 9.3 above, any
repayment under the Savings Contract shall exclude the
repayment of any contribution the due date for payment
of which falls after the date oil which repayment is
made unless provided for in the terms of the Savings
Contract.
10. Administration and Amendment
10.1 The Plan shall be administered by the Committee in
conjunction with the Administrator and the Committee's
decision on all disputes shall be final save where the Rules
require the concurrence of the Auditors.
10.2 The Board may from time to time amend these Rules
provided that:
(i) no amendment may materially affect an Option
Holder as regards an Option granted prior to
the amendment being made unless 75% of such
Option Holders consent in writing to such
amendment;
(ii) no amendment may be made which would make the
terms on which Options may be granted
materially more generous or would increase
the limits specified in Rule 5 without the
prior approval of the Board;
(iii)no amendment may be made to the advantage of
participants without the prior approval of
the Board in general meeting (except for
minor amendments to benefit the
administration of the Plan or to take account
of a change in legislation and amendments to
obtain or maintain favourable tax, exchange
control or regulatory treatment for
participants in the Plan, the Company or for
Group Companies);
(iv) no amendment shall have effect until approved
by the Board of Inland Revenue whilst the
Plan is and is intended to remain approved by
the Inland Revenue pursuant to Schedule 9;
and
(v) no amendment made with the intention that the
Plan shall cease to be approved by the Inland
Revenue shall take effect unless at the same
time the Inland Revenue is notified of such
amendment.
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10.3 The cost of establishing and operating the Plan shall
be borne by the Group Companies in such proportions as
the Board shall determine.
10.4 Any notice or other communication under or in
connection with the Plan may be given by the Company
either personally or by post, and to the Company either
personally or by post for the attention of : Corporate
Treasury, Ceridian Corporation, 8100 34th Avenue South,
Minneapolis, Minnesota 55425; items sent by airmail
post shall be pre-paid and shall be deemed to have been
received 7 days after posting and items sent by pre-
paid Federal Express or similar shall be deemed to have
been received 5 days after posting.
10.5 The Company shall at all times keep available
sufficient authorized and unissued Shares to satisfy
the exercise to the full extent of all Subsisting
Options, taking account of any other obligations of the
Company to issue unissued shares of the same class as
Shares.
11. Compliance with Laws and Regulations
11.1 The exercise of any Subsisting Option and the issuance
or transfer of Shares pursuant to Rule 9 shall be
subject to compliance by the Company and by the Option
Holder with all applicable requirements of law relating
thereto and with all applicable regulations of any
stock exchange on which the Shares of the Company may
be listed at the time of such exercise by the Option
Holder.
11.2 Prior to exercise of an Option, the Company may request
the Option Holder to execute and deliver to the Company
such representations in writing in order that the
Company and the Option Holder comply with the
applicable requirements of federal and state securities
law.
12. Loss of Office or Employment
The rights and obligations of any individual under the
terms of his office or employment with any Group
Company shall not be affected by his participation in
the Plan or any right which he may have to participate
therein, and an individual who participates therein
shall waive any and all rights to compensation or
damages in consequence of the termination of his office
or employment for any reason whatsoever insofar as
those rights arise or may arise from his ceasing to
have rights under or be entitled to exercise any Option
under the Plan as a result of such termination.
