<PAGE>
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 EMPLOYEE STOCK PURCHASE PLAN
(Amended as of May 22, 1998)
(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 1,000,000 shares $56.50 $56,500,000 $16,668
(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 1,000,000 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 $16,668 registration fee
associated with these shares was previously paid with the earlier
Registration Statement on Form S-4.
<PAGE>
<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) 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, including the Employee Stock Purchase Plan, 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,
<PAGE>
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. To the extent that
KPMG Peat Marwick LLP examines and reports on financial
statements of the Company issued at future dates, and consents to
the use of their reports thereon, such financial statements also
will be incorporated by reference in this Registration Statement
in reliance upon their reports and said authority.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") grants each corporation organized thereunder,
such as the Company, the power to indemnify its directors and
officers against liability for certain of their acts. Section
102(b)(7) of the DGCL permits a provision in the
1
<PAGE>
certificate of incorporation of each corporation organized
thereunder eliminating or limiting, with certain exceptions, the
personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director. The Company's certificate of incorporation contains
such a provision. The foregoing statements are subject to the
detailed provisions of Sections 145 and 102(b)(7) of the DGCL.
Article VI of the Company's Bylaws provides that the Company
shall indemnify its officers, directors and employees to the
fullest extent permitted by the DGCL in connection with
proceedings with which any such person is involved by virtue of
his or her status as an officer, director or employee. The
Company has also by contract agreed to indemnify its directors
against damages, judgments, settlements and costs arising out of
any actions against the directors brought by reason of the fact
that they are or were directors. The Company maintains
directors' and officers' liability insurance, including a
reimbursement policy in favor of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a complete list of Exhibits filed or
incorporated by reference as part of this registration statement:
Exhibit Description
3.01 Restated Certificate of Incorporation of Ceridian
Corporation (incorporated by reference to Exhibit 4.01 to
the Company's Registration Statement on Form S-8 (File
No. 33-54379)).
3.02 Certificate of Amendment of Restated Certificate of
Incorporation of Ceridian Corporation (incorporated by
reference to Exhibit 3 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996 (File
No. 1-1969)).
3.03 Bylaws of Ceridian Corporation, as amended.
5.01 Opinion and consent of John A. Haveman.
23.01 Consent of KPMG Peat Marwick LLP.
23.02 Consent of John A. Haveman (included in Exhibit 5.01).
24.01 Power of Attorney (included on page 4 of this
Registration Statement).
99.01 Ceridian Corporation Employee Stock Purchase Plan
(Amended as of May 22, 1998).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
2
<PAGE>
(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.
<PAGE>
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
3
<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 June 30, 1998.
CERIDIAN CORPORATION
By: /s/ John A. Haveman
John A. Haveman
Vice President and Secretary
<PAGE>
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Ceridian
Corporation, hereby severally constitute John R. Eickhoff and John
A. Haveman, and either of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign
for us and in our name in the capacities indicated below any and
all amendments to this Registration Statement on Form S-8 filed by
Ceridian Corporation with the Securities and Exchange Commission,
and generally to do all such things in our name and behalf in such
capacities as may be necessary to enable Ceridian Corporation to
comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange
Commission, and we hereby ratify and confirm our signatures as they
may be signed by our said attorneys, or either of them, to any and
all such amendments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed as of June 30, 1998 by
the following persons in the capacities indicated.
/s/ Lawrence Perlman /s/ Richard G. Lareau
Lawrence Perlman Richard G. Lareau, Director
Chairman and Chief Executive Officer
(Principal Executive Officer and Director) /s/ Ronald T. LeMay
` Ronald T. LeMay, Director
/s/ J.R. Eickhoff
J. R. Eickhoff /s/ George R. Lewis
Executive Vice President George R. Lewis, Director
and Chief Financial Officer
(Principal Financial Officer)
/s/ Charles Marshall
/s/ Loren D. Gross Charles Marshall, Director
Loren D. Gross
Vice President and Corporate Controller
(Principal Accounting Officer) Ronald A. Matricaria,
Director
/s/ Carole J. Uhrich
Carole J. Uhrich, Director
/s/ Ruth M. Davis
Ruth M. Davis, Director /s/ Richard W. Vieser
Richard W. Vieser, Director
/s/ Robert H. Ewald /s/ Paul S. Walsh
Robert H. Ewald, Director Paul S. Walsh, Director
4
<PAGE>
EXHIBIT INDEX
Exhibit Description Code
3.01 Restated Certificate of Incorporation of Ceridian
Corporation IBR
<PAGE>
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
<PAGE>
5
<PAGE>
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.
<PAGE>
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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,
<PAGE>
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
<PAGE>
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.
<PAGE>
<PAGE>
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
<PAGE>
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 1,000,000 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 Employee
Stock Purchase Plan (Amended as of May 22, 1998) 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
EMPLOYEE STOCK PURCHASE PLAN
(Amended as of May 22, 1998)
1. Purpose. The purpose of the Ceridian Corporation Employee
Stock Purchase Plan (the "Plan") is to advance the interests of
Ceridian Corporation (the "Company") and its shareholders by
providing employees of the Company and certain of its
subsidiaries with an opportunity to acquire an ownership interest
in the Company through the purchase of common stock of the
Company on favorable terms through payroll deductions. It is the
intention of the Company that the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"), and provisions of the Plan
shall be construed consistent with such intention.
2. Definitions.
(a) "Agent" means the party or parties designated by the
Company to provide Share Accounts and certain administrative
services in connection with the Plan.
(b) "Board" means the Board of Directors of the Company or
any committee thereof to which the Board of Directors has
delegated authority with respect to the Plan.
(c) "Common Stock" means the common stock, par value $.50
per share, of the Company, or the number and kind of shares of
stock or other securities into which such common stock may be
changed in accordance with Section 11 of the Plan.
(d) "Committee" means the Compensation and Human Resources
Committee of the Board, or such successor committee that meets
the criteria specified in Section 3.
(e) "Contribution Account" means an account established for
each Participant to which payroll deductions under the Plan are
credited in accordance with Section 7.
(f) "Designated Subsidiary" means a Subsidiary that has
been designated by the Board from time to time as eligible to
participate in the Plan.
<PAGE>
(g) "Employee" means any person, including an officer, who
is employed on a full-time or part-time basis by a Participating
Employer.
(h) "Ending Date" means the last day of each Offering
Period.
(i) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(j) "Fair Market Value" means, with respect to the Common
Stock, as of any date:
<PAGE>
(1) if the Common Stock is listed on the New York
Stock Exchange, the closing price per share of the
Common Stock as reported on the New York Stock Exchange
Composite Tape on that date (or, if no shares were
traded on such day, as of the first day prior thereto
on which there was such a trade); or
(2) if the Common Stock is not so listed, such price
as is determined in the manner specified by the
Committee in its sole discretion, such manner to be
acceptable under Section 423 of the Code.
(k) "Grant Date" means the first day of each Offering
Period.
(l) "Insider" means any Employee who is subject to Section
16 of the Exchange Act.
(m) "Offering Period" means each three-month period
beginning on March 16 and ending on June 15, or beginning on June
16 and ending on September 15, or beginning on September 16 and
ending on December 15, or beginning on December 16 and ending on
March 15.
(n) "Participant" means an eligible Employee who elects to
participate in the Plan in accordance with Section 6.
(o) "Participating Employer" means the Company and any
Designated Subsidiary that has elected to participate in the
Plan.
(p) "Share Account" means the brokerage account established
by the Agent for each Participant to which shares of Common Stock
purchased under the Plan are credited in accordance with Section
9. The Share Account will be established pursuant to a separate
agreement between each Participant and the Agent.
(q) "Subsidiary" means any subsidiary corporation of the
Company within the meaning of Section 424(f) of the Code.
<PAGE>
3. Administration. The Plan shall be administered by the
Committee (or any successor thereto appointed by the Board
consisting of not less than three members, all of whom must be
members of the Board who are _disinterested persons_ as defined
in Rule 16b-3 under the Exchange Act). Members of the Committee
shall be appointed from time to time by the Board, shall serve at
the pleasure of the Board, and may resign at any time upon
written notice to the Board. A majority of the members of the
Committee shall constitute a quorum. The Committee shall act by
majority approval of the members, but action may be taken by the
Committee without a meeting if unanimous written consent is
given. In accordance with and subject to the provisions of the
Plan, the Committee shall have authority to interpret the Plan,
to make, amend and rescind rules and regulations regarding the
Plan (including rules and regulations intended to insure that
operation of the Plan complies with Section 16 of the Exchange
Act), and to make all other determinations necessary or advisable
in administering the Plan, all of which determinations shall be
final and binding upon all persons. No member of the Committee
shall be liable for any action
<PAGE>
or determination made in good faith with respect to the Plan or
any option granted under it. To the extent consistent with
corporate law, the Committee may delegate to any directors or
officers of the Company the duties, power and authority of the
Committee under the Plan pursuant to such conditions or
limitations as the Committee may establish; provided, however,
that only the Committee may exercise such duties, power and
authority with respect to Insiders. The Committee may request
advice or assistance or retain the services of such other persons
as are necessary for the proper administration of the Plan.
4. Eligibility. Any person who is (i) an Employee on the last
day of the calendar month immediately preceding a Grant Date,
(ii) is not on long-term disability or unpaid leave status at
that time, and (iii) has reached the age of majority in the state
or province in which he or she resides shall be eligible to
participate in the Plan for the Offering Period beginning on such
Grant Date, subject to the limitations imposed by Section 423(b)
of the Code. Notwithstanding the foregoing, no Insider shall be
eligible to participate in the Plan for any Offering Period whose
Ending Date occurs prior to the annual meeting of the Company's
stockholders on May 8, 1996.
5. Offering Periods. Options to purchase shares of Common
Stock shall be granted to Participants under the Plan through a
series of consecutive Offering Periods. The first Offering
Period under the Plan shall have a Grant Date of September 16,
1995 and an Ending Date of December 15, 1995. Offering Periods
under the Plan shall continue until either (a) the Committee
decides, in its sole discretion, to cancel future Offering
Periods because the Common Stock remaining available under the
<PAGE>
Plan is insufficient to grant options to all eligible Employees,
or (b) the Plan is terminated in accordance with its provisions.
6. Participation. Participation in the Plan is voluntary. An
eligible Employee may become a Participant in the Plan by
completing an enrollment form provided by the Company authorizing
payroll deductions and the establishment of a Share Account, and
filing the enrollment form with the Company's Human Resources
Department not later than the last business day of the month
immediately preceding the Grant Date of the first Offering Period
in which the Participant wishes to participate.
7. Payroll Deductions.
(a) Each Employee electing to participate in the Plan shall
designate on the enrollment form the amount of money which he or
she wishes to have deducted from his or her paycheck each pay day
to purchase Common Stock pursuant to the Plan. The aggregate
amount of such payroll deductions shall not be less than $25.00
per month, and shall not be more than $5,312.50 (85% of $6,250)
per Offering Period, pro-rated equally over the number of pay
days applicable to a Participant during each such Offering
Period. Deductions for Plan purposes will not be withheld from
compensation amounts, such as annual bonus or gain sharing
payments, that are not part of a Participant's normal and
recurring compensation each pay day.
(b) Payroll deductions for a Participant shall commence on
the first pay day on or after the Grant Date of the applicable
Offering Period and shall continue until the termination date of
the Plan, unless participation in the Plan is sooner terminated
as provided in Section 10, the
<PAGE>
deduction amount is increased or decreased by the Participant as
provided in Section 7(d), or deductions are suspended as provided
in Section 7(d). Except for a Participant's rights to change the
amount of, suspend or discontinue deductions pursuant to Sections
7(d) and 10, the same deduction amount shall be utilized for each
pay day during subsequent Offering Periods, whether or not the
Participant's compensation level increases or decreases. If the
pay period of any Participant changes, such as from weekly to
semi-monthly, an appropriate adjustment shall be made to the
deduction amount for each pay day corresponding to the new pay
period, if necessary, so as to ensure the deduction of the proper
amount as specified by the Participant in his or her enrollment
form for that Offering Period.
(c) All payroll deductions authorized by a Participant
shall be credited to the Participant's Contribution Account. A
Participant may not make any separate cash payment or
contribution to such Contribution Account. Contribution Accounts
shall be solely for bookkeeping purposes, and no separate fund or
trust shall be established for payroll deductions. Until utilized
to purchase shares of Common Stock, funds from payroll deductions
<PAGE>
shall be held as part of the Participating Employers' general
assets, and the Participating Employers shall not be obligated to
segregate such funds. No interest shall accrue on a
Participant's payroll deductions under the Plan.
(d) No increases or decreases in the amount of payroll
deductions for a Participant may be made during an Offering
Period. A Participant may increase or decrease the amount of his
or her payroll deductions under the Plan, or may suspend such
payroll deductions, for subsequent Offering Periods by completing
a change form and filing it with the Company's Human Resources
Department not later than the last business day of the month
immediately preceding the Grant Date for the Offering Period as
of which such increase, decrease or suspension is to be
effective.
(e) Payroll deductions which are authorized by Participants
who are paid other than in U.S. currency shall be withheld in
Contribution Accounts in the country in which such Participant is
employed until exercise of an option granted hereunder. Upon
exercise of the option granted to such Participant, the amount so
withheld shall be converted into U.S. dollars on the basis of the
rate of exchange published in the Wall Street Journal for such
currency into U.S. dollars as of the business day immediately
preceding the Ending Date for such Offering Period. The purchase
price shall thereupon be paid to the Company in U.S. dollars
following such conversion, the extent to which the Participant
may exercise an option therefore being dependent, in part, upon
the applicable rate of currency exchange. If, as a result of
fluctuations in the exchange rate between the U.S. dollar and a
foreign currency during an Offering Period, a Participant who is
paid in such foreign currency has less than the minimum permitted
amount deducted during an Offering Period, the amount deducted
will, nevertheless, be used to purchase Common Stock in
accordance with the Plan.
8. Grant of Option.
(a) Subject to Section 8(b), on each Grant Date, each
eligible Employee who is then a Participant shall be granted (by
operation of the Plan) an option to purchase the number of whole
and fractional shares (computed to the fourth decimal place) of
Common Stock equal to the lesser
<PAGE>
of (i) the amount determined by dividing the amount of payroll
deductions credited to his or her Contribution Account during the
Offering Period beginning on such Grant Date by the Purchase
Price specified in the following sentence, or (ii) the amount
determined by dividing $6,250.00 by the Fair Market Value of one
share of Common Stock on the applicable Grant Date. The purchase
price per share of such shares (the _Purchase Price_) shall be
the lesser of (i) 85% of the Fair Market Value of one share of
Common Stock on the applicable Grant Date, or (ii) 85% of the
<PAGE>
Fair Market Value of one share of Common Stock on the applicable
Ending Date.
(b) Despite any provisions of the Plan that may provide or
suggest otherwise, no Employee shall be granted an option under
the Plan to the extent that:
(i) immediately after the grant, such Employee (or any
other person whose stock ownership would be attributed
to such Employee pursuant to Section 424(d) of the
Code) would own shares of Common Stock and/or hold
outstanding options to purchase shares of Common Stock
that would in the aggregate represent 5% or more of the
total combined voting power or value of all classes of
shares of the Company or of any Subsidiary; or
(ii) the Employee's rights to purchase shares of Common
Stock under all "employee stock purchase plans_ (within
the meaning of Section 423 of the Code) of the"Company
and its Subsidiaries would accrue (i.e., become
exercisable) at a rate that exceeds $25,000 of Fair
Market Value of such shares of Common Stock (determined
at the time such option is granted, which is the Grant
Date) for each calendar year in which such option is
outstanding at any time.
9. Exercise of Option.
(a) Unless a Participant withdraws from the Plan pursuant
to Section 10, his or her option for the purchase of shares of
Common Stock granted for an Offering Period will be exercised
automatically and in full at the applicable Purchase Price as
soon as practicable following the Ending Date of such Offering
Period. If the full amount credited to a Participant's
Contribution Account during an Offering Period is not required to
exercise such Participant's option for that Offering Period in
full (due to the applicability of clause (ii) of Section 8(a)
and/or fluctuations in the exchange rate between the U.S. dollar
and the foreign currency in which such Participant is paid), the
amount not required to exercise such option shall promptly be
refunded to the Participant following the Ending Date of such
Offering Period.
(b) No Participant (or any person claiming through such
Participant) shall have any interest in any Common Stock subject
to an option under the Plan until such option has been exercised
and the shares of Common Stock purchased, at which point such
Participant shall have all of the rights and privileges of a
stockholder of the Company with respect to shares purchased under
the Plan. During his or her lifetime, a Participant's option to
purchase shares of Common Stock under the Plan is exercisable
only by the Participant.
<PAGE>
<PAGE>
(c) Shares of Common Stock purchased pursuant to the
exercise of options hereunder shall be held in Share Accounts
maintained for and in the name of each Participant by the Agent,
such Agent or its nominee to be the record holder of such shares
for the benefit of the Participant. The Agent shall provide each
Participant with a quarterly statement of his or her Share
Account.
(d) Dividends paid with respect to shares credited to each
Share Account will be themselves credited to such Account and
automatically reinvested in whole and fractional shares of Common
Stock.
(e) A Participant may request that the Agent cause a stock
certificate representing some or all of the number of whole
shares of Common Stock credited to the Participant's Share
Account be issued in the name of the Participant. The Agent
shall cause such certificate to be issued as soon as practicable
after its receipt of such request and the payment by the
Participant of any applicable issuance fees. From and after the
date of the issuance of any such certificate, the number of
shares credited to the Participant's Share Account shall be
reduced by the number of shares represented by such certificate,
and the Participant shall thereafter be the record holder of the
shares represented by such certificate.
10. Withdrawal; Termination of Employment.
(a) A Participant may terminate his or her participation in
the Plan and withdraw all, but not less than all, the payroll
deductions credited to his Contribution Account under the Plan at
any time on or before the last business day of an Offering Period
by giving written notice to the Company. Such notice shall (i)
state that the Participant wishes to terminate participation in
the Plan, (ii) specify the withdrawal date, and (iii) request the
withdrawal of all of the Participant's payroll deductions held
under the Plan. All of the Participant's payroll deductions
credited to his or her Contribution Account will be paid to the
Participant as soon as practicable after the withdrawal date
specified in the notice of withdrawal (or, if no such date is
specified, as soon as practicable after receipt of the notice of
withdrawal), the Participant's option for such Offering Period
will be automatically canceled, and no further payroll deductions
for the purchase of shares of Common Stock will be made for such
Offering Period or for any subsequent Offering Period, except
pursuant to a re-enrollment in the Plan as provided in Section
10(d).
(b) If a Participant's suspension of payroll deductions
under the Plan pursuant to Section 7(d) continues for four
consecutive Offering Periods, such suspension shall be deemed an
election by the Participant to terminate his or her participation
in the Plan, and such termination shall be effective as of the
Ending Date of the fourth consecutive Offering Period during
<PAGE>
which no payroll deductions occurred. If, for any reason, a
Participant's net pay after withholding taxes and other
applicable deductions not related to the Plan (such as for health
and welfare benefits) each pay day becomes less than the amount
the Participant has designated be deducted each pay day for
contribution to the Plan, such occurrence shall be deemed an
election by the Participant to terminate his or her participation
in the Plan, and such termination shall be effective immediately.
Following such termination, all of the Participant's payroll
deductions credited to his or her Contribution Account will be
paid to the Participant as soon as practicable, the Participant's
option for such Offering Period will be automatically canceled,
and no further payroll deductions
<PAGE>
for the purchase of shares of Common Stock will be made for such
Offering Period or for any subsequent Offering Period, except
pursuant to a re-enrollment in the Plan as provided in Section
10(d).
(c) Upon termination of a Participant's employment with all
Participating Employers for any reason, including retirement or
death, his or her participation in the Plan will automatically
cease and the payroll deductions accumulated in his or her
Contribution Account will be returned to the Participant as soon
as practicable after such employment termination or, in the case
of death, to the person or persons entitled thereto under Section
12 below, and the Participant's option for the current Offering
Period will be automatically canceled. For purposes of the Plan,
the termination date of employment shall be the Participant's
last date of actual employment and shall not include any period
during which such Participant receives any severance payments. A
transfer of employment between the Company and a Designated
Subsidiary or between one Designated Subsidiary and another
Designated Subsidiary, or leave of absence approved by the
Participating Employer, shall not be deemed a termination of
employment under this Section 10(c).
(d) A Participant's termination of participation in the
Plan pursuant to Section 10(a) or 10(b) will not have any effect
upon his or her eligibility to participate in a subsequent
Offering Period by completing and filing a new enrollment form in
accordance with Section 6 or in any similar plan that may
hereafter be adopted by the Company.
11. Stock Subject to the Plan.
(a) The maximum number of shares of Common Stock that shall
be reserved for sale under the Plan shall be 1,500,000 shares,
subject to adjustment as provided in Sections 11(b) and 11(c).
The shares to be sold to Participants under the Plan may be, at
the election of the Company, either treasury shares or shares
authorized but unissued. If the total number of shares of Common
Stock that would otherwise be subject to options granted pursuant
to Section 8 on any Ending Date exceeds the number of shares then
<PAGE>
available under the Plan (after deduction of all shares for which
options have been exercised or are then outstanding), the
Committee shall make a pro rata allocation of the shares of
Common Stock remaining available for issuance in as uniform and
equitable a manner as is practicable. In such event, the Company
shall give written notice of such reduction of the number of
shares subject to the option to each Participant affected thereby
and shall return any excess funds accumulated in each
Participant's Contribution Account as soon as practicable after
the Ending Date of such Offering Period.
(b) If there is (i) an increase or decrease in the number
of issued and outstanding shares of Common Stock resulting from a
subdivision or consolidation of shares or other capital
adjustment, or (ii) the payment of a stock dividend (utilizing
either Common Stock or the stock of a Subsidiary), in either case
effected without receipt of consideration by the Company, the
number of shares of Common Stock subject to each outstanding
option under the Plan and the Purchase Price thereof and the
number of such shares remaining reserved for grant under the Plan
shall be equitably adjusted by the Committee to reflect such
change.
<PAGE>
(c) Subject to the following provisions of this Section
11(c), if the Company is the surviving corporation in any
reorganization, merger or consolidation with or involving one or
more other corporations, each outstanding option under the Plan
shall apply to the amount and kind of securities to which a
holder of the number of shares of Common Stock subject to such
option would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding
proportionate adjustment of the Purchase Price. If there is a
(i) dissolution or liquidation of the Company, (ii) merger,
consolidation or reorganization of the Company with one or more
other corporations in which the Company is not the surviving
corporation, (iii) sale of all or substantially all of the assets
of the Company to another person or entity, (iv) transaction
(including a merger or reorganization in which the Company is the
surviving corporation) approved by the Board that results in any
person or entity owning more than 50% of the combined voting
power of all classes of stock of the Company, then the Plan and
all options outstanding thereunder shall terminate, except as
provided in the following sentence. If provision is made in
writing in connection with such transaction for the continuation
of the Plan and either the assumption of the options theretofore
granted or the substitution for such options of new options
covering the stock of a successor corporation (or a parent or
subsidiary thereof), in either case with appropriate adjustments
as to the number and kinds of shares and exercise prices, then
the Plan shall continue in the manner and under the terms
provided. If the Plan is terminated as provided in this Section
11(c), the current Offering Period shall be deemed to have ended
on the last trading day prior to such termination, and the
options of each Participant then outstanding shall be deemed to
<PAGE>
have been automatically exercised in accordance with Section 9(a)
on such last trading day. The Committee shall cause written
notice to be sent of an event that will result in such a
termination to all Participants not later than the time the
Company gives notice thereof to its shareholders. Adjustments
under this Section 11(c) shall be made by the Committee, whose
determination in that respect shall be final, binding and
conclusive.
12. Designation of Beneficiary.
(a) A Participant may file a written designation of a
beneficiary who is to receive a cash refund of the amount, if
any, from the Participant's Contribution Account under the Plan
in the event of such Participant's death at a time when cash is
held for his or her account. Disposition of shares of Common
Stock in a Participant's Share Account upon the Participant's
death shall be in accordance with the agreement governing the
Share Account.
(b) A designation of beneficiary pursuant to Section 12(a)
may be changed by the Participant at any time by written notice.
In the event of the death of a Participant in the absence of a
valid designation of a beneficiary who is living at the time of
such Participant's death, the Company shall deliver such cash to
the executor or administrator of the estate of the Participant;
or, if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company in its discretion, may
deliver such cash to the spouse or to any one or more dependents
or relatives of the Participant; or, if no spouse, dependent or
relative is known to the Company, then to such other person as
the Company may designate.
13. Transferability. Neither payroll deductions credited to a
Participant's Contribution Account nor any rights with regard to
the exercise of an option or to receive shares of Common
<PAGE>
Stock under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will or the laws
of descent and distribution) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition
shall be without effect
14. Amendment or Termination. The Plan may be amended by the
Board from time to time to the extent that the Board deems
necessary or appropriate in light of, and consistent with,
Section 423 of the Code; provided, however, that no such
amendment shall be effective without approval of the shareholders
of the Company, if shareholder approval of the amendment is then
required pursuant to Rule 16b-3 under the Exchange Act or any
successor rule or Section 423 of the Code. The Board also may
terminate the Plan or the granting of options pursuant to the
Plan at any time; provided, however, that the Board shall not
have the right to modify, cancel, or amend any outstanding option
<PAGE>
granted pursuant to the Plan before such termination unless each
Participant consents in writing to such modification, amendment
or cancellation.
15. Notices. All notices or other communications by a
Participant to the Company in connection with the Plan shall be
deemed to have been duly given when received by the Vice
President, Human Resource Services of the Company or by any other
person designated by the Company for the receipt of such notices
or other communications, in the form and at the location
specified by the Company.
16. Effective Date of Plan. The Plan shall be effective as of
June 29, 1995, the date it was adopted by the Board. The Plan
has been adopted subject to shareholder approval, and prior to
shareholder approval shares of Common Stock may be issued under
the Plan subject to such approval.
17. Miscellaneous. The headings to sections of the Plan have
been included for convenience of reference only. The Plan shall
be interpreted and construed in accordance with the laws of the
State of Minnesota. References in the Plan to "$" or "dollars"
shall be deemed to refer to United States dollars unless the
context clearly indicates otherwise.
