EXHIBIT 10.11
AMENDMENT NO. 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT
XXXX X. XXXXXXXX
This Amendment, dated as of November 21, 2002, amends certain provisions of the
Executive Employment Agreement, dated as of April 22, 2002 ("Agreement"),
between Ceridian Corporation and Xxxx X. Xxxxxxxx ("Executive"). Unless
otherwise defined herein, capitalized terms used in this Amendment have the
meanings given to them in the Agreement. In consideration of you continuing in
your employment with Ceridian for the remaining term of the Agreement, and the
mutual promises and obligations contained in the Agreement as modified by this
Amendment, Executive and Ceridian agree to amend the Agreement as follows:
1. Section 4.07 of the Agreement shall be renamed Section 4.08 of the
Agreement.
2. A new Section 4.07 shall be added to the Agreement to read as follows:
"4.07 Long Term Care Insurance. Ceridian provides Executive and, if
applicable, Executive's spouse with insurance coverage related
to the payment of certain nursing home and home health care
expenses (the "Long Term Care Policy"). Ceridian shall
continue to pay any remaining premiums under the Long Term
Care Policy for Executive and, if applicable, Executive's
spouse in the event of (a) Executive's retirement after the
age of 55 with 10 years of "continuous service" to Ceridian,
(b) Executive's termination without cause by Ceridian or (c) a
Change of Control Termination. If Executive's termination of
employment is as a result of Executive's death and Executive
has a spouse with a Long Term Care Policy, then Ceridian shall
continue to pay any remaining premiums under the Long Term
Care Policy for Executive's spouse. For purposes of this
Section 4.07, "continuous service" shall have the meaning set
forth in the Ceridian Corporation Retirement Plan, regardless
of whether or not Executive is eligible to participate in this
pension plan."
3. Section 7.03(a) of the Agreement shall be amended in its entirety to
read as follows:
"(a) In the event of a Change of Control Termination, Ceridian
shall, within five days of such termination, make a lump sum
payment to Executive in an amount equal to three times the sum
of (i) 12 months of Base Salary at the rate in effect at the
time of Executive's termination (without giving effect to any
reduction in Base Salary constituting Good Reason), (ii) the
bonus, if any, that Executive would have earned under all
applicable Ceridian bonus plans for the year in which the
termination occurs had "superior" goals been achieved (without
giving effect to any reduction in bonus opportunity
constituting Good Reason), (iii) the annual perquisite cash
adder Executive would have received in the year in which the
termination occurs (without giving effect to any reduction in
the annual perquisite cash adder constituting Good Reason),
and (iv) the highest annual amount of 401(k) Restoration Match
(as defined in the Ceridian Corporation Deferred Compensation
Plan (the "DCP")) made by Ceridian on behalf of Executive into
the DCP over the last three fiscal years prior to termination
of Executive. Ceridian shall also pay to Executive, within
five days of such termination, a prorated portion of
Executive's bonus compensation for the fiscal year in which
the Change of Control Termination occurs (assuming that any
applicable performance objectives were achieved at the
"target" level of performance and without giving effect to any
reduction in bonus opportunity constituting Good Reason)
calculated by multiplying (A) the maximum achievable amount of
such bonus compensation by (B) a fraction, the numerator of
which is the number of days in the applicable fiscal year
through the date of termination and the denominator of which
is 365."
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4. This Amendment is governed by, and shall be construed in accordance
with, the laws of the State of Minnesota.
5. Except as herein expressly amended, the Agreement is ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with its terms.
6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Ceridian and Executive have caused this Amendment to be duly executed and
delivered, and this Amendment shall be effective, as of the date first written
above. Following the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement," "hereunder," "herein," "hereof," or words of like
import shall mean and be a reference to the Agreement as amended by this
Amendment.
EXECUTIVE CERIDIAN CORPORATION
/s/ Xxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
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Xxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Senior Vice President, Human Resources
Address:
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