Executive Investment Plan

EX-10.01 3 c65787ex10-01.txt EXECUTIVE INVESTMENT PLAN EXHIBIT 10.01 CERIDIAN CORPORATION EXECUTIVE INVESTMENT PLAN THIRD DECLARATION OF AMENDMENT Pursuant to the retained power of amendment contained in Section 6.2 of the Ceridian Corporation Executive Investment Plan, the undersigned hereby amends the Plan in the manner described below. 1. Section 1.1 of the Plan is amended to read as follows: 1.1. PLAN NAME. The name of the Plan is the "Ceridian Corporation Deferred Compensation Plan." 2. Section 3.4 of the Plan is amended by adding a new Subsection (j) which reads as follows: (j) Company Stock Fund. Effective as of August 1, 2001, the Company Stock Fund will be one of the designated investment funds under Subsection (a). This subsection contains special rules applicable to the Company Stock Fund. Unless otherwise expressly provided in this subsection, the Company Stock Fund is subject to all of the provisions of the Plan applicable to other designated investment funds including, without limitation, the other subsections of this section. (i) Description. The Company Stock Fund will be deemed to be invested in shares of common stock issued by the Company ("Company Stock"). (ii) Eligibility. To be eligible to direct to have his or her Account deemed to be invested in the Company Stock Fund, a Participant must be an Employee Participant who is either covered by the Company's executive stock ownership guidelines or selected by the Compensation and Human Resources Committee of the Company's Board. A Participant who is selected by the Compensation and Human Resources Committee of the Company's Board will be eligible to direct to have his or her Account deemed to be invested in the Company Stock Fund effective as of a date specified in a written notice provided to the Participant by the Administrator. (iii) Deemed Investments. All deemed investments in the Company Stock Fund, whether pursuant to Subsection (b), (c) or (d), will be effective as of the first day of the calendar month that first follows by at least 10 days (or such shorter period as Plan Rules may allow) the date on which (1) the Administrator receives the direction from the Participant or (2) in the case of such a direction pursuant to Subsection (b) relating to amounts credited to the Participant's Account after the effective date of the direction pursuant to Subsection (b) and before the effective date of a change in the direction pursuant to Subsection (c), the date as of which the amounts are credited to the Participant's Account. Deemed investments in the Company Stock Fund will be reflected in full and fractional shares of Company Stock. The conversion of dollar denominated credits into shares in connection with any deemed investment in the Company Stock Fund will be made by dividing the dollar amount of the deemed investment by the "Price per Share," as defined in clause (viii), on the effective date of the deemed investment. (iv) Company Stock Premium. A Participant who makes a deemed investment in the Company Stock Fund is entitled to an additional credit in an amount equal to 15 percent of the dollar value of the Participant's deemed investment (the "Company Stock Premium"). The dollar value of the Company Stock Premium will be converted into full and fractional shares of Company Stock in accordance with clause (iii) and the shares will be credited to the Participant's Account within the Company Stock Fund as of the effective date of the deemed investment to which the Company Stock Premium relates. (v) Vesting of Company Stock Premium. A Participant will acquire a fully vested nonforfeitable right to any Company Stock Premium credited to his or her Account as of a date within a Plan Year on the first to occur of the following dates (the "Vesting Date"), provided that the Participant remains continuously employed with the Company and its Affiliates from the date as of which the Company Stock Premium is credited to his or her Account through the Vesting Date: (1) the last day of the "Applicable Vesting Period," as defined in clause (viii); (2) the effective date of a "Change of Control," as defined in clause (viii); (3) the date of the Participant's death; or (4) the effective date of the Participant's Disability. If a Participant's Severance occurs prior to the Vesting Date with respect to any Company Stock Premium, the Company Stock Premium (and any additional shares credited to the Participant's Account in accordance with clause (vii) reflecting dividends attributable to the Company Stock Premium) will be permanently and completely forfeited as of his or her Severance date and the Participant will have no right to the forfeited amounts. (vi) Transfer Restrictions. A Participant may not direct a transfer out of the Company Stock Fund pursuant to Subsection (d) at any time. 2 (vii) Dividends. If the Company pays dividends on Company Stock, Accounts that are deemed to be invested in the Company Stock Fund will be adjusted to reflect the dividend in accordance with Plan Rules. (viii) Special Definitions. (1) Applicable Vesting Period. The "Applicable Vesting Period" with respect to any Company Stock Premium credited to a Participant's Account as of a date within a given Plan Year is the period that starts on the first day of the Plan Year during which the Company Stock Premium is credited to the Participant's Account and ends on the last day of the second following Plan Year. For example, the Applicable Vesting Period for a Company Stock Premium credited to a Participant's Account as of a date during the 2002 Plan Year begins on January 1, 2002 and ends on December 31, 2004. (2) Change of Control. "Change of Control" means any of the following: (A) a merger or consolidation to which Company is a party if the individuals and entities who were stockholders of Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than 50 percent of the total combined voting power for election of directors of the surviving corporation immediately following the effective date of such merger or consolidation; or (B) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) in the aggregate of securities of Company representing 25 percent or more of the total combined voting power of Company's then issued and outstanding securities by any person or entity, or group of associated persons or entities acting in concert; provided, however, that for purposes of this subsection, the following acquisitions will not constitute a Change of Control: (I) any acquisition by the Company or (II) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Company or any Affiliate; or (C) the sale of the properties and assets of Company, substantially as an entirety, to any person or entity which is not a wholly-owned subsidiary of Company; or 3 (D) the stockholders of Company approve any plan or proposal for the liquidation of Company; or (E) a change in the composition of the Board at any time during any consecutive 24 month period such that the "Continuity Directors" cease for any reason to constitute at least a 70 percent majority of the Company's Board. For purposes of this clause, "Continuity Directors" means those members of the Company's Board who either (I) were directors at the beginning of such consecutive 24 month period, or (II) were elected by, or on the nomination or recommendation of, at least a two-thirds majority of the then-existing Company Board; or (F) such other event or transaction as the Company's Board determines constitutes a Change of Control. (3) Price per Share. The "Price per Share" on a given date is the closing market price per share of Company Stock at the end of the regular trading session on the last business day of the calendar month immediately preceding the date in question as reported on the New York Stock Exchange Composite Tape on that day (or if no shares of Company Stock were traded or quoted on that day, as of the next preceding day on which shares of Company Stock were traded or quoted). For example, the Price per Share for a transaction that is effective on September 1, 2001 is the closing market price per share of Company Stock at the end of the regular trading session (i.e., 4:00 p.m. New York City time) on August 31, 2001 as reported on the New York Stock Exchange Composite Tape on August 31, 2001. 3. Section 4.1 of the Plan is amended by adding a new Subsection (e) which reads as follows: (e) No Distributions From Company Stock Fund. A Participant is not entitled to receive a distribution pursuant to this section of any portion of his or her Account that is deemed to be invested in the Company Stock Fund pursuant to Section 3.4(j). Accordingly, in connection with any distribution made to a Participant pursuant to this section, the portion of the Participant's Account that is deemed to be invested in the Company Stock Fund will be disregarded. 4. Section 4.2(b) of the Plan is amended by adding a new clause (iii) which reads as follows: (iii) Company Stock. To the extent that a Participant's Account is deemed to be invested in whole shares of Company Stock, as defined in Section 3.4(j)(i), at the time of a distribution to the Participant pursuant to this section, the distribution 4 will be made to the Participant in whole shares of Company Stock. Any fractional share will be valued based on the Price per Share, as defined in Section 3.4(j)(viii), on the date of the distribution and the value of the fractional share will be distributed to the Participant in cash. 5. Section 4.3(b) of the Plan is amended to read as follows: (b) Form. Distribution to the Participant's Beneficiary will be made in the form of a lump sum payment whether or not payments had commenced to the Participant in the form of installments prior to his or her death. The distribution will be made in the form of cash except that to the extent that the Participant's Account is deemed to be invested in whole shares of Company Stock, as defined in Section 3.4(j)(i), at the time of the distribution, the distribution will be made to the Beneficiary in whole shares of Company Stock. Any fractional share will be valued based on the Price per Share, as defined in Section 3.4(j)(viii), on the date of the distribution and the value of the fractional share will be distributed to the Beneficiary in cash. The foregoing amendments are effective as of August 1, 2001. The undersigned has caused this instrument to be executed by its duly authorized officers this 26th day of July, 2001. CERIDIAN CORPORATION Attest: /s/ William E. McDonald By /s/ Shirley J. Hughes ----------------------- --------------------- Deputy Secretary Senior Vice President 5