Second Letter Amendment to License Agreement between Ceridian Corporation and The Ultimate Software Group, Inc.

Summary

This amendment updates the license agreement between Ceridian Corporation and The Ultimate Software Group, Inc. Ceridian agrees that the technical transfer has occurred as of February 5, 2002, and will pre-pay $6 million in minimum royalties for 2003 within seven days. In return, Ultimate waives any minimum royalty payments for 2002. The amendment also revises specific payment terms in the original agreement. All other terms remain unchanged.

EX-10.15 4 dex1015.txt EXHIBIT 10.15 Exhibit 10.15 ------------- Ceridian Employer Services 5301 Maryland Way, Suite 301 615 ###-###-#### Fax: 615 ###-###-#### ***@*** Tony G. Holcombe President February 5, 2002 Mr. Scott Scherr Chairman and Chief Executive Officer The Ultimate Software Group, Inc. 2000 Ultimate Way Weston, Florida 33326 Re: Letter Amendment Number Two to License Agreement Dear Scott, Reference is hereby made to that certain license agreement (the "License Agreement") between The Ultimate Software Group, Inc. ("Ultimate") and Ceridian Corporation ("Ceridian") dated as of March 9, 2001, as amended by the Letter Amendment between our companies dated August 9, 2001. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the License Agreement. When signed by you, this letter shall constitute: . Ceridian's agreement, pursuant to Section 4.4 of the License Agreement, that Technical Transfer has occurred as of today's date; . Ceridian's agreement to pre-pay, within seven days of today's date, the Six Million Dollars ($6,000,000) in minimum royalties chargeable to Ceridian in 2003 pursuant to Section 5.1(b) of the License Agreement; . Ultimate's agreement to eliminate any minimum royalty otherwise chargeable to Ceridian in 2002 pursuant to Section 5.1(b) of the License Agreement. To effect the foregoing, the following sections of the License Agreement are hereby amended: The ninth sentence of Section 4.4 is hereby deleted and replaced with the following: Mr. Scott Scherr February 5, 2002 Page 2 "Technical Transfer shall be deemed to have occurred as of February 5, 2002." The fourth sentence of Section 5.1(b) of the License Agreement is hereby deleted and replaced with the following: "Notwithstanding the foregoing, the minimum monthly license payment ("Minimum Payment") pursuant to this Section 5.1(b) by Ceridian to Ultimate shall be Five Hundred Thousand Dollars ($500,000.00) per month from January, 2003, through December, 2005, and all payments payable by Ceridian pursuant to this Section 5.1(b) shall first be charged against the Six Million Dollar ($6,000,000) pre-payment to be made by Ceridian pursuant to Letter Amendment Number Two to this Agreement." The last sentence of Section 5.1(b), together with Exhibit A, added pursuant to the Letter Amendment dated August 9, 2001, is deleted. Except as stated above, all of the terms and provisions of the License Agreement, as amended, shall remain in full force and effect. If the foregoing represents our agreement and is otherwise acceptable to you, please execute a copy of this letter and return it to me as soon as possible. Sincerely, CERIDIAN CORPORATION By: /s/ Tony Holcombe --------------------------- Acknowledged and Agreed: THE ULTIMATE SOFTWARE GROUP, INC. By: /s/ Scott Scherr --------------------------------- Scott Scherr Chairman and Chief Executive Officer The Ultimate Software Group, Inc.