Amendment to Executive Employment Agreement between Ceridian Corporation and Kairus K. Tarapore

Summary

This amendment clarifies and updates the Executive Employment Agreement between Ceridian Corporation and Kairus K. Tarapore, originally amended and restated on November 9, 2007. The changes ensure compliance with tax regulations, specifically Section 409A of the Internal Revenue Code. Key updates include requiring Mr. Tarapore to give Ceridian a 30-day period to address any issues before claiming "Good Reason" for termination, and mandating that he submit a signed release within 30 days of employment termination to receive certain payments. Both parties must sign to accept these terms.

EX-10.8 5 dex108.htm AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR KAIRUS K. TARAPORE Amendment to Amended and Restated Agreement for Kairus K. Tarapore

Exhibit 10.8

December 30, 2008

Kairus K. Tarapore

[Address]

Re:    Executive Employment Agreement

Dear Kairus:

This letter will constitute an amendment clarifying the terms of your Executive Employment Agreement, amended and restated November 9, 2007 (“Employment Agreement”), which amendment is intended to assure compliance with the requirements of Section 409A of the Internal Revenue Code.

Section 1.10, which defines “Good Reason,” will require you to provide Ceridian a 30-day period for the opportunity to cure any event for which you have provided written notice.

Sections 4.03(a) and 7.03(f), concerning the execution of a release, are amended to require that you submit your executed release to Ceridian within 30 days of your termination of employment. In addition, the last sentence of the form of Release attached to your Employment Agreement will be revised to read as follows: “If I do not return to Ceridian an executed duplicate original of this Release within 30 days following my termination of employment, Ceridian will have no obligation to make the payment described herein.”

Please acknowledge your acceptance of the terms of this amendment to your Employment Agreement by executing this letter where indicated below and returning it to the undersigned.

 

Sincerely,

CERIDIAN CORPORATION

/s/ Michael W. Sheridan

Michael W. Sheridan, Executive Vice President,
General Counsel and Secretary

 

Accepted:

/s/ Kairus K. Tarapore

Kairus K. Tarapore
Date: December 30, 2008