EXHIBIT 10.10
REVISION TO AMENDMENT NO. 1 TO
SEVERANCE COMPENSATION AGREEMENT
This Revision to the Amendment No. 1 to Severance Compensation Agreement,
dated as of July 28, 1997 (the "Revision"), is entered into by and among Xxxxxx
X. XxXxxxxx (the "Executive"), Comdata Holdings Corporation (the "Company"), and
Ceridian Corporation ("Ceridian").
RECITALS:
WHEREAS, the Company and the Executive are parties to a Severance
Compensation Agreement, dated as of November 29, 1994 ("Agreement") and the
Company, Executive, and Ceridian are parties to Amendment No. 1 to that
Severance Compensation Agreement dated as of January 31, 1996 ("Amendment"); and
WHEREAS, "Good Reason" as defined in Section 3(e)(i) of the Amendment has
taken place as of May 12, 1997 insofar as Executive's assignment and title
changed; and
WHEREAS, the Executive has agreed to remain employed pursuant to the terms
as revised herein through December 31, 1997 notwithstanding the occurrence of
"Good Reason";
NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and conditions set forth in this Revision and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, the Executive and Ceridian hereby agree as follows:
(1) Section 1 of the Amendment is hereby amended by deleting such section
from the Amendment in its entirety, and by substituting in lieu thereof the
following new section:
"1. TERM. This Agreement shall terminate, except to the
extent that any obligation of the Company hereunder remains unpaid as of such
time, upon the earlier of (i) the termination of the Executive's employment with
the Company based on death, Disability (as defined in Section 3(b)), Retirement
(as defined in Section 3(c)), or by the Executive other than for Good Reason (as
defined in Section 3(e)); and (ii) December 31, 1997 if the Executive has not
terminated his employment for Good Reason (other than for the Good Reasons
described above in the Recitals to this Revision),"
(2) Section 4(a) of the Amendment is hereby amended by deleting such
section in its entirety, and by substituting in lieu thereof the following new
Section 4(a):
"(a) If the Company shall terminate the Executive's employment other than
pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall terminate
his employment for Good Reason (other than for the Good Reasons described
above in the Recitals to this Revision) by December 31, 1997, then the
Executive shall be entitle to the benefits provided in Sections 4(a) (as
amended), (b) and (c) of the Agreement. Severance pay, as defined in
Section 4(a) (as amended) will be as shown in Attachment A to this Revision
and will be paid in a lump sum, in cash, on the fifth day following the
Termination Date.
(3) Paragraph 3 "Salary and Benefits" of Schedule 1 of the Amendment is
hereby amended by deleting such paragraph section in its entirety, and by
substituting in lieu thereof the following new paragraph:
"Annual salary of $348,140. The Executive is eligible to participate in
the 1997 Ceridian Executive Incentive Plan with a target annual payment, based
on performance, for the first five months of 1997, calculated using 40% of the
Executive's year-end annualized salary, with a maximum payout under the plan
calculated at 60% (prorated by the number of months of participation), and for
the last seven months of 1997, calculated using 55% of the Executive's year-end
annualized salary, with a maximum payout under the plan calculated at 82.5%
(prorated by the number of months participation).
CERIDIAN: EXECUTIVE:
CERIDIAN CORPORATION /s/ X.X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
By:/s/ Xxxxxxx X. Xxxxxx
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Its: Vice President COMPANY:
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By: /s/ Xxxxxxx X. Xxxxxx
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Its:
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