EXHIBIT 10.1


 


CERIDIAN CORPORATION


 


Personal and Confidential


 


	
  Date:

  	
   

  	
  March 23, 2005

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Robert H. Ewald

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Ronald L. Turner

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Mutual Termination Agreement

  



 


This Mutual Termination Agreement will confirm the
agreement to mutually terminate the employment relationship between Ceridian
Corporation, on behalf of itself and its subsidiaries, affiliates, directors,
officers, successors, assigns, and agents (“Ceridian”) and you.  In addition, and pursuant to Ceridian’s
Corporate Governance Policies and Guidelines, you immediately tendered your
resignation from the Ceridian Board of Directors effective January 10, 2005 and
you have also resigned as an officer of the Corporation effective January 10,
2005.


 


1.                                       Termination of Executive Employment Agreement


Ceridian has given and you have received notice of
termination of the Executive Employment Agreement between you and Ceridian,
dated July 21, 2003 (“Agreement”) pursuant to paragraph 4.03(b) of the
Agreement.  The Executive Employment Agreement
and other written or verbal agreements between Ceridian and you, if any, are
hereby terminated and, except as expressly provided for in this Mutual
Termination Agreement (including without limitation, paragraph 13 and 14
hereof), are of no further force or effect.


 


2.                                       Notice Payment


Pursuant to paragraph 4.03(b) of the Agreement,
commencing January 11, 2005, you will be paid at your usual rate of your annual
base salary and adder until your termination date of April 1, 2005 (“Termination
Date”).  Pursuant also to paragraph
4.03(b) you will receive a lump sum payment of $44,999.99 subject to
appropriate withholding.  This represents
payment of 26 days of base annual salary, which is the remaining annual base
salary to complete payments equal to 75 days worth of annual base salary.


 


3.                                       Base Salary Payment


Pursuant to paragraph 4.03(b) of the Agreement, you will receive in a lump sum payment equal
to two years’ base salary ($900,000), subject to appropriate withholding, which
includes severance, if any, under the Ceridian Severance Plan.  You will also receive in a lump sum, fifty
thousand dollars ($50,000) which is equal to two years of your annual
perquisite supplemental cash adder, which is also subject to withholding.  These payments are conditioned upon your
executing a release, attached as Exhibit A, releasing all claims against
Ceridian.


 


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These payments will be made within fifteen (15) days
after the termination date of    April 1, 2005.


 


4.                                       Annual Incentive Bonus


Pursuant to paragraph 4.03(b) of the Agreement, you
will be eligible for consideration by the Compensation and Human Resources
Committee of the Board of Directors on the same basis as any other executive
for any 2004 bonus to which you would be entitled under the applicable Ceridian
annual bonus plan.  The termination of
the employment relationship in 2005 will have no effect in the 2004 bonus
determination.


 


5.                                       Outplacement/Financial Planning


Pursuant to paragraph 4.03(b) of the Agreement, Ceridian
will credit you with up to $20,000.00 of expenses toward you finding a new
position, or for purchase of equipment, or to receive financial and/or tax
planning services.  Such expenses may
include suitable outplacement counseling services, Ceridian equipment such as
computers and scanners currently in use by you which you may retain as long as
you arrange for Ceridian to remove and return to Ceridian from such equipment
any confidential information, databases and customer lists.  In addition, inclusive of the value of the
aforementioned services and equipment, upon submission of appropriate invoices,
Ceridian will reimburse you for other expenses such as tax advice or financial
planning services.


 


6.                                       Ceridian Stock Options


Stock Options and Restricted Stock awarded to you by
Ceridian as an employee which have not yet vested as of the Termination Date
will be forfeited.  Options which are
vested as of the Termination Date must be exercised within ninety (90) days of
the Termination Date or they will be forfeited. 
You will continue to be subject to a company-imposed “Black Out” period
and the ninety (90) days you have to exercise options that are exercisable is
inclusive of the blackout period. 
Restricted Shares, where the restrictions are lifted, are registered in
your name at the Bank of New York.


 


Awards granted under the Board of Directors Plan will
be governed according to the terms of that plan.  Outstanding options held by you will remain
exercisable until the expiration date of each such option only to the extent
such options were exercisable as of termination as a Director.


 


Attached as Exhibit B,
is a letter from Colleen Dockendorf, Executive
Compensation, along with a spread sheet delineating option and restricted share
awards as an employee, and awards granted as a Director and the cost basis of
each grant.


 


7.                                       Ceridian Savings and Investment Plan (401(k))


Upon the Termination Date, if you are a participant,
your active participation in the Ceridian Saving and Investment Plan will cease
and you will be eligible to receive benefits in accordance with the terms and
conditions of that Plan.


 


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8.                                       Ceridian Deferred Compensation Plan


Upon the Termination Date, if you are a participant,
participation in the Ceridian Deferred Compensation Plan will cease.  You will be eligible to receive benefits in
accordance with the terms and conditions of the Plan.


 


Please find attached Exhibit C,
which reflects your Deferred Compensation Plan statement as of 01/01/2005.  The 401(k) Restoration Match portion of your
account is eligible for distribution per the terms of the Plan.


 


9.                                       Supplemental Executive Retirement Plan (SERP)


The Supplemental Executive Retirement Plan has a
three-year vesting schedule.  Funds in
this Plan have not vested and will be forfeited.


 


10.                                 Benefits


a.                                       Long
Term Care Insurance


Pursuant to paragraph 4.06(b) of the Agreement, you
will keep the current Long Term Care Insurance contract provided to you and
your spouse and Ceridian will continue to pay the remaining premiums until the
policy is fully paid.


 


b.                                      Personal
Days Off


You will receive a lump sum payment of $36,350.47 on
your Termination Date representing all accrued personal days off, subject to
applicable withholding.


 


c.                                       Health
and Dental Coverage


The health and dental coverage in which you and any
dependents are currently enrolled terminates on the last day of the month
during which the Termination Date occurs. 
You will be eligible to continue and/or participate in those employee
benefits generally available to employees in accordance with the provision of
the applicable benefit plans.


 


d.                                      Life
Insurance


Life insurance coverage ends at midnight on the day
you or your dependents become ineligible for the coverage. Eligibility ends at
midnight on the last day of the month in which your termination date occurs.
You may continue coverage for up to 18 months on an after-tax basis.


 


When your coverage ends or at the end of the
continuation period, you may convert all or part of your current coverage to an
individual whole life policy without providing evidence of insurability.  You will have 31 days after the end of your
continuation period or when your coverage ends to elect conversion coverage.


 


e.                                       Other
Insurance


Business Travel Accident, Accidental Death and
Dismemberment Insurance and Short-Term and Long-Term Disability provided by
Ceridian terminate at midnight on the Termination Date.


 


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11.                                 Outstanding Obligations


You agree that you will satisfy all outstanding
obligations associated with your employment with Ceridian, including, but not
limited to, return of any Ceridian equipment (other than equipment credited
under paragraph 5 above), outstanding expense reports and travel advances, and the
balance on your Ceridian credit card, on or before execution of this Mutual
Termination Agreement.


 


12.                                 Pending and Threatened Litigation and Claims


Ceridian currently is involved in litigation commenced
by or on behalf of shareholders and other third parties and is currently
subject to an SEC investigation, and in the future, may become involved in
other lawsuits or be subjected to other claims (collectively, “Company
Litigation”).  You may be subpoenaed to
give deposition testimony or to testify at trial in Company Litigation.  It also may be to Ceridian’s benefit to have
you work with Ceridian in the defense of Company Litigation.  Further, it is possible that you could be
named as a party-defendant in future litigation involving Ceridian.  In view of these circumstances, you and
Ceridian agree as follows:


 


a.                                       Cooperation


You will make yourself available upon request to
confer with Ceridian’s senior executive officers and lawyers at mutually
convenient times and places during regular business hours for reasonable
amounts of time regarding Company Litigation.


 


b.                                      Indemnification
and Advancement of Expenses


Notwithstanding your separation from Ceridian’s
employment and service as a director, with respect to events that occurred
during your tenure as a director or an officer of Ceridian, you will be
entitled, as a former director and officer of Ceridian, to the same rights that
are afforded to its directors and senior executive officers now or in the
future, to indemnification and advancement of expenses pursuant to and as
provided in the Indemnification Agreement with you, in the charter documents of
Ceridian and under applicable law, and to coverage and a legal defense under
any applicable general liability and/or directors’ and officers’ liability
insurance policies maintained by Ceridian.


 


c.                                       Counsel


The provisions of this paragraph c are subject to
eligibility for indemnification and advancement of expenses under paragraph b
above.  Ceridian will provide legal
counsel at its expense to represent you in Company Litigation, which legal
counsel may be the same legal counsel that is representing Ceridian at the same
time (“Company Counsel”).  In the
unlikely event that a conflict or adversity develops between you and Ceridian
that would, under Rule 1.7 of the Minnesota Rules of Professional Conduct,
preclude the continued representation of you by Company Counsel in Company
Litigation, then you will have the right to withdraw from the representation
provided by Company Counsel and to select your own legal counsel to continue to
represent you in Company Litigation, in which event Ceridian will reimburse you
for the attorneys’ fees and costs that are charged by your own legal counsel.


 


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Notwithstanding any other provision of this paragraph,
you have the right to retain your own legal counsel, at your own expense, to
represent you in Company Litigation jointly with Company Counsel, or to
represent you in any other legal matters involving you and Ceridian.


 


13.                                 Confidentiality, Disclosure and Assignment


The terms and conditions of Article V of the
Agreement, including without limitation, paragraph 5.01, remain in full force
and effect and are not altered by this Mutual Termination Agreement.


 


14.                                 Non-Competition/Non-Recruitment and
Non-Disparagement


The terms and conditions of Article VI of the
Agreement, including without limitation paragraphs 6.02 and 6.04, remain in
full force and effect and, are not altered by this Mutual Termination
Agreement.  You acknowledge that your non-compete
obligations to Ceridian Corporation protect its legitimate interests and are
reasonable.  During the Non-Compete
Period, you must give Ceridian the notice specified in paragraph 6.02(c) of the
Agreement.  Ceridian will consider, on a
case by case basis, a limitation of your non-competition restrictions.  Accordingly, during the Non-Compete Period,
when you give the written notice specified in paragraph 6.02(c) of the
Agreement to one of Ceridian’s Executive Officers, you may request in writing a
limitation of your non-competition restrictions, which request shall be
considered and acted upon by Ceridian in good faith within a reasonable time
(but not more than 30 days) from its receipt of your written notice to
Ceridian, which request shall not be unreasonably denied by Ceridian.  Your notice to Ceridian, and any request for
a limitation on your non-competition restrictions, must describe in detail the
firm and the employment or consulting services to be rendered or ownership
interest to be obtained, include a copy of any written offer of employment,
engagement of consulting services or intended ownership interest (with any
proposed compensation information redacted), and contain such other information
as necessary for Ceridian to evaluate the request and any actual or potential
competitive activities.  If you violate
the provisions of this paragraph, Ceridian shall have the right to seek and
obtain injunctive relief and, without in any way limiting Ceridian’s right to
obtain injunctive relief, Ceridian shall have in addition the right to
otherwise enforce all of its rights and remedies, in law and in equity.


 


15.                                 No Adequate Remedy


We each agree that it is impossible to measure in
money the damages which would accrue to either of us by reason of a failure to
perform any of the obligations under this Mutual Termination Agreement or the
Agreement and therefore injunctive judicial relief, in court, is
appropriate.  Therefore, if either party
shall institute any action or proceeding to enforce the provisions hereof, such
party against whom such action or proceeding is brought hereby waives the claim
or defense that such party has an adequate remedy at law.


 


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16.                                 Successors and Assigns


This Mutual Termination Agreement shall be binding
upon and inure to the benefit of the successors and assigns of Ceridian,
whether by way of merger, consolidation, operation of law, assignment, purchase
or other acquisition.  This Agreement
shall not be assignable by you.


 


If you should die before all the payments required to
be made to you by Ceridian by this Mutual Termination Agreement have been made,
then all remaining payments specified in such paragraphs shall be made by
Ceridian to your wife, if she is then living, or to your estate, if she is not
living.


 


17.                                 Governing Law


This Agreement shall be governed and construed in
accordance with the laws of the State of Minnesota, without giving effect to
the conflicts of law principles thereof.


 


18.                                 Entire Agreement


No supplement, modification, or amendment of this
Mutual Termination Agreement shall be binding unless executed in writing by
both you and Ceridian.  This Mutual
Termination Agreement constitutes the entire understanding between you and
Ceridian, and supersedes all prior discussions, representations, and
negotiations with respect to the matters herein relating to your termination.


 


 


CERIDIAN
CORPORATION


 


 


	
  By:

  	
   

  	
  /s/ Gary M.
  Nelson

  	
   

  	
   

  	
  /s/ Robert H. Ewald

  	
   

  
	
   

  	
  Gary M. Nelson

  	
   

  	
   

  	
  Robert H. Ewald

  	
   

  
	
  Its:

  	
  Executive Vice
  President, CAO, General

  	
   

  	
   

  	
   

  
	
   

  	
  Counsel and
  Corporate Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  As of March 25,
  2005

  	
   

  	
  Date:

  	
  As of March 24,
  2005

  



 


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Exhibit A


 


RELEASE


 


I, Robert H. Ewald, in
consideration of the payments of $475,000 subject to appropriate withholding,
which includes compensation to which I would not be otherwise entitled, do,
except as specifically provided below, hereby fully and completely release and
waive any and all claims, complaints, causes of action or demands of whatever
kind which I have or may have against Ceridian Corporation, its predecessors,
successors, subsidiaries and affiliates and all past and present members of the
Board of Directors, officers, employees and agents of those persons and companies
(“Ceridian”) arising out of any actions, conduct, decisions, behavior or events
occurring up to the date of my execution of this Release.


 


I understand and accept that this Release specifically
covers but is not limited to any and all claims, complaints, causes of action
or demands which I have or may have against the above-referenced released
parties relating in any way to the terms, conditions and circumstances of my
employment up to the date of my signature below, any form of employment discrimination
prohibited under any state’s human rights act, Title VII of the Federal Civil
Rights Act of 1964 and the Federal Age Discrimination in Employment Act.  I further understand that this Release
extends to but is not limited to all claims which I may have based on statutory
or common law claims for negligence or other breach of duty, wrongful
discharge, breach of contract, breach of any express or implied promise,
misrepresentation, fraud, retaliation, breach of public policy, infliction of
emotional distress, defamation, promissory estoppel,
failure to pay wages or any other theory, whether legal or equitable.
Notwithstanding the foregoing, I do not waive my rights to (i)
enforce the performance by Ceridian of its obligations under the Executive
Employment Agreement between myself and Ceridian (including, without
limitation, the obligation to make the payments and provide the benefits
described in Article VII thereof if applicable), (ii) any pension or other
employee benefits payable pursuant to the terms of the applicable plans of
Ceridian or any affiliate, which benefits shall be paid or provided in
accordance with the terms of such plans or (iii) indemnification from Ceridian
with respect to my service with Ceridian, whether provided pursuant to Ceridian’s
bylaws or otherwise.


 


Nothing contained herein, however, shall be construed
to prohibit me from filing a charge with the Equal Employment Opportunity
Commission, but my release includes a release of my right to file a court
action or to seek individual remedies or damages in any Equal Employment
Opportunity Commission-filed court action, and my release of these rights shall
apply with full force and effect to any proceedings arising from or relating to
such a charge.


 


I agree that my only remedy for any dispute I have
about the enforceability of this Release shall be to submit that dispute to
final and binding arbitration in accordance with the rules of the American
Arbitration Association.  Ceridian and I
agree that I must send written notice of any claim to Ceridian by certified
mail, return receipt requested.  Written
notice to Ceridian shall be sent to its Secretary at 3311 East Old Shakopee
Road, Minneapolis, MN 55425-1640.


 


I understand that I may rescind this Release if I do
so in writing, delivered by certified mail, return receipt requested, to Office
of the General Counsel, Ceridian Corporation, 3311 East Old Shakopee Road,
Minneapolis, MN 55425-1640, within fifteen (15) calendar days of the date of my
signature below.  Upon the expiration of
fifteen (15) calendar days from the date indicated below, if I have not
rescinded this Release, then Ceridian Corporation shall promptly deliver to


 


1





















 


me the
above-referenced payment, subject to appropriate withholding, this Release
being contingent upon payment of that sum.


 


If sent by mail,
the rescission must be:


 


•              Postmarked within the 15
calendar-day period;


•              Properly addressed to Ceridian;
and


•              Sent by certified mail, return
receipt requested.


 


By my signature below, I acknowledge that I fully
understand and accept the terms of this Release, and I represent and agree that
my signature is freely, voluntarily and knowingly given.  I have had 21 days in which to consider this
agreement.  By my signature below, I
further acknowledge that I have been provided a full opportunity to review and
reflect on the terms of this Release and to seek the advice of legal counsel of
my choice, which advice I have been encouraged to obtain.


 


If I do not execute this Release within 30 days after
I receive it, the offer Ceridian has made for a payment herein is null and
void.


 


	
  Date:

  	
   

  	
   

  	
  /s/
  Robert H. Ewald

  	
   

  
	
   

  	
  Robert H. Ewald

  



 


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EXHIBIT B


 


	
  

  	
  Colleen
  Dockendorf

  Director,
  Executive Compensation

   

  Ceridian
  Corporation

  3311
  East Old Shakopee Road

  Minneapolis,
  Minnesota  55425-1640

  952/548-8012

  



 


February 15, 2005


 


Mr. Robert H. Ewald


8 Franklin Lane


Red Lodge, MT 59068


 


Dear Bo:


 


This letter explains how your equity compensation is affected by your
termination as a member of the Ceridian Board of Directors and your termination
as an employee.  Enclosed are two
holdings summaries, separated based on those earned as an employee and those
earned as a board member.  They are
separated because you have different termination dates and different exercise
rights, as explained below.  Please note that all trading activity is subject to
any trading restrictions as noted below under the heading “Trading in Ceridian
Stock”.


 


Board of Director Equity Compensation


 


You terminated as a member of the Ceridian Board of Directors on
January 11, 2005.  Note that all awards
granted before March 30, 2001 have been converted as a result of the spin-off
of Arbitron.


 


•                  Stock Options – You have 24,161
options to purchase Ceridian shares, all of which are vested.  You have the right to exercise these options
until they reach their expiration dates.


 


•                  Restricted Stock – Your initial grant
upon joining the board vested in 20% installments over 5 years, with the last
installment on February 5, 2003.  You
received stock certificates upon these vestings. In
addition, you received a stock certificate of Arbitron
shares when it vested on January 27, 2004.


 


The remaining
restricted stock grants totaling 5,869 vested when you terminated as a member
of the board on January 10, 2005.  These
shares are held in book entry in an account in your name at the Bank of New
York.  The enclosed spreadsheet includes
the cost basis for each grant.


 


Employee Equity Compensation 


 


•                  Stock Options – You have 88,934
exercisable stock options.  You have the
right to exercise these options up to 3 months following your termination date.


 


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•                  Restricted Stock – You have 9,789
unrestricted shares of Ceridian stock held in book entry in your name at the
Bank of New York, Ceridian’s transfer agent. 
The balance of your restricted shares will forfeit as of your
termination date.  The per-share cost
basis of each grant is included on the enclosed spreadsheet.


 


Trading in Ceridian Stock


 


You are currently subject to a “black-out” period prohibiting you from
undertaking any transaction involving Ceridian stock.  We will notify you once this black-out period
has expired.  Under applicable securities
laws and Ceridian’s Code of Conduct, you may not buy or sell Ceridian
securities at any time when you have non-public information of a material
nature about Ceridian; you must wait until the information becomes publicly
available.


 


If you have questions regarding any of the information in this letter,
please call me at 952.548.8012.


 


	
  Sincerely,

  
	
   

  
	
  /s/ Colleen Dockendorf

  	
   

  
	
   

  
	
  Colleen Dockendorf

  
	
  Ceridian Corporation

  
	
   

  
	
   

  
	
  Encl. Equity holdings

  



 


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LONG-TERM INCENTIVE PLANS


BO EWALD


 


Awards Granted As Member of Board of Directors


 


STOCK OPTION AWARDS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CURRENT

  	
   

  	
  VALUE OF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHARES

  	
   

  	
  GRANT

  	
   

  	
  GRANT

  	
   

  	
  SHARES

  	
   

  	
  EXERCISABLE

  	
   

  	
  UNEXERCISABLE

  	
   

  	
  VALUE OF

  	
   

  	
   

  	
   

  	
  EXPIRE

  	
   

  
	
   

  	
   

  	
  GRANTED

  	
   

  	
  DATE

  	
   

  	
  PRICE

  	
   

  	
  EXERCISABLE

  	
   

  	
  SHARES
  (1)

  	
   

  	
  SHARES

  	
   

  	
  UNEXERCISABLE (1)

  	
   

  	
  #
  EXERCISED

  	
   

  	
  DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NQSO

  	
   

  	
  5,387

  	
   

  	
  5/22/1998

  	
   

  	
  $

  	
  20.86

  	
   

  	
  5,387

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  5/22/2008

  	
   

  
	
  NQSO

  	
   

  	
  5,387

  	
   

  	
  5/20/1999

  	
   

  	
  $

  	
  26.31

  	
   

  	
  5,387

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  5/20/2009

  	
   

  
	
  NQSO

  	
   

  	
  5,387

  	
   

  	
  5/25/2000

  	
   

  	
  $

  	
  17.87

  	
   

  	
  5,387

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  5/25/2010

  	
   

  
	
  NQSO

  	
   

  	
  4,000

  	
   

  	
  5/24/2001

  	
   

  	
  $

  	
  20.42

  	
   

  	
  4,000

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  5/24/2011

  	
   

  
	
  NQSO

  	
   

  	
  4,000

  	
   

  	
  5/22/2002

  	
   

  	
  $

  	
  22.25

  	
   

  	
  4,000

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  5/22/2012

  	
   

  
	
  Total

  	
   

  	
  24,161

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  24,161

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  



 










(1)   Based on
2/09/05 closing price of $16.89


 


RESRICTED STOCK AWARDS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SHARES

  	
   

  	
  PER SHARE

  	
   

  
	
   

  	
   

  	
  SHARES

  	
   

  	
  GRANT

  	
   

  	
  WITHOUT

  	
   

  	
  COST

  	
   

  
	
   

  	
   

  	
  GRANTED

  	
   

  	
  DATE

  	
   

  	
  RESTRICTIONS

  	
   

  	
  BASIS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RSP

  	
   

  	
  746

  	
   

  	
  1/4/1999

  	
   

  	
  746

  	
   

  	
  $

  	
  26.83

  	
   

  
	
  RSP

  	
   

  	
  1,214

  	
   

  	
  1/3/2000

  	
   

  	
  1,214

  	
   

  	
  $

  	
  16.38

  	
   

  
	
  RSP

  	
   

  	
  1,240

  	
   

  	
  1/2/2001

  	
  (2)

  	
  1,240

  	
   

  	
  $

  	
  17.86

  	
   

  
	
  RSP

  	
   

  	
  304

  	
   

  	
  1/2/2001

  	
  (2)

  	
  304

  	
   

  	
  $

  	
  14.59

  	
   

  
	
  RSP

  	
   

  	
  1,377

  	
   

  	
  1/2/2002

  	
   

  	
  1,377

  	
   

  	
  $

  	
  17.57

  	
   

  
	
  RSP

  	
   

  	
  988

  	
  (3)

  	
  1/2/2003

  	
   

  	
  988

  	
   

  	
  $

  	
  15.17

  	
   

  
	
  Total

  	
   

  	
  5,869

  	
   

  	
   

  	
   

  	
  5,869

  	
   

  	
   

  	
   

  



 










(2)   Cost basis split based on pre-Arbitron and
post-Arbitron spin-off prices


(3)   Originally granted 1,794; forfeited 806 on 7/21/03 when became an
employee


 





















 


LONG-TERM INCENTIVE PLANS


BO EWALD


 


Awards Granted As An Employee


 


STOCK OPTION AWARDS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CURRENT

  	
   

  	
  VALUE OF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHARES

  	
   

  	
  GRANT

  	
   

  	
  GRANT

  	
   

  	
  SHARES

  	
   

  	
  EXERCISABLE

  	
   

  	
  UNEXERCISABLE

  	
   

  	
  VALUE OF

  	
   

  	
   

  	
   

  	
  EXPIRE

  	
   

  
	
   

  	
   

  	
  GRANTED

  	
   

  	
  DATE

  	
   

  	
  PRICE

  	
   

  	
  EXERCISABLE

  	
   

  	
  SHARES
  (1)

  	
   

  	
  SHARES

  	
   

  	
  UNEXERCISABLE (1)

  	
   

  	
  # EXERCISED

  	
   

  	
  DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NQSO

  	
   

  	
  166,650

  	
   

  	
  7/23/2003

  	
   

  	
  $

  	
  18.29

  	
   

  	
  55,550

  	
   

  	
  $

  	
  0

  	
   

  	
  111,100

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  7/23/2008

  	
   

  
	
  NQSO

  	
   

  	
  100,150

  	
   

  	
  1/31/2004

  	
   

  	
  $

  	
  20.56

  	
   

  	
  33,384

  	
   

  	
  $

  	
  0

  	
   

  	
  66,766

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  1/31/2009

  	
   

  
	
  Total

  	
   

  	
  266,800

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  88,934

  	
   

  	
  $

  	
  0

  	
   

  	
  177,866

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
   

  	
   

  



 










(1)   Based on 2/09/05 closing price of $16.89


 


RESRICTED STOCK AWARDS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SHARES

  	
   

  	
   

  	
   

  	
  SHARES

  	
   

  	
  PER SHARE

  	
   

  	
  SHARES

  	
   

  
	
   

  	
   

  	
  SHARES

  	
   

  	
  GRANT

  	
   

  	
  WITH

  	
   

  	
  SHARES

  	
   

  	
  WITHHELD

  	
   

  	
  COST

  	
   

  	
  WITHOUT

  	
   

  
	
   

  	
   

  	
  GRANTED

  	
   

  	
  DATE

  	
   

  	
  RESTRICT

  	
   

  	
  VESTED

  	
   

  	
  FOR TAXES

  	
   

  	
  BASIS

  	
   

  	
  RESTRICTIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RSP

  	
   

  	
  27,785

  	
   

  	
  7/23/2003

  	
   

  	
  18,523

  	
   

  	
  9,262

  	
   

  	
  3,029

  	
   

  	
  $

  	
  18.00

  	
   

  	
  6,233

  	
   

  
	
  RSP

  	
   

  	
  16,690

  	
   

  	
  1/31/2004

  	
   

  	
  11,126

  	
   

  	
  5,564

  	
   

  	
  2,008

  	
   

  	
  $

  	
  17.70

  	
   

  	
  3,556

  	
   

  
	
  Total

  	
   

  	
  44,475

  	
   

  	
   

  	
   

  	
  29,649

  	
   

  	
  14,826

  	
   

  	
  5,037

  	
   

  	
   

  	
   

  	
  9,789

  	
   

  



 





















 


EXHIBIT C


 





Deferred Compensation Plan


Benefit Statement Prepared For


Robert H Ewald


 


for the Period Ending 01/10/2005


 


CURRENT BALANCE


 


	
   

  	
   

  	
  Total

  	
   

  
	
  Beginning Balance on 12/01/2004

  	
   

  	
  $

  	
  18,003.61

  	
   

  
	
  EE Contributions in period

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  ER Contributions in period

  	
   

  	
  $

  	
  60,800.00

  	
   

  
	
  Distributions in period

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Gain/Loss in period

  	
   

  	
  $

  	
  (2,400.87

  	
  )

  
	
  Forfeitures/Adjustments in period

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ending Balance on 01/10/2005

  	
   

  	
  $

  	
  76,402.74

  	
   

  
	
  Vested Balance on 01/10/2005

  	
   

  	
  $

  	
  14,225.22

  	
   

  



 


SCHEDULED ANNUAL DEFERRALS


 


	
  2004 Bonus Paid in 2005

  	
   

  	
  0

  	
  %

  
	
  2005 Bonus Paid in 2006

  	
   

  	
  0

  	
  %

  
	
  2005 Annual Base Salary Deferral

  	
   

  	
  0

  	
  %

  



 


ACCOUNT SUMMARY


 


	
  Plan Participation Date

  	
   

  	
  12/31/2003

  	
   

  
	
  Years of Plan Participation

  	
   

  	
  1.03

  	
   

  
	
  Current Retirement Income Benefit Election

  	
   

  	
   

  	
   

  
	
  Date of Last Allocation Change

  	
   

  	
  12/15/2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Employee Contributions Year to Date

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Employer Contributions Year to Date

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Distributions Year to Date

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Forfeitures/Adjustments Year to Date

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Gain/Loss Year to Date

  	
   

  	
  $

  	
  (3,084.31

  	
  )

  



 


PRE-RETIREMENT SURVIVOR BENEFIT


 


	
  Account Balance on 01/10/2005

  	
   

  	
  $

  	
  76,402.74

  	
   

  
	
  2x(Employee Contributions to Date)

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Total Survivor Benefit on 01/10/2005

  	
   

  	
  $

  	
  76,402.74

  	
   

  



 


If you have any questions, or if
you would like to make any changes to your account as permitted by the Plan,
please contact USI Consulting Group at (800) 360-1588
or clientservices@usicg.com. Refer to the current
Plan Summary for details about the Plan.


 


1





















 


	
  CERIDIAN

  	
   

  	
  Deferred Compensation Plan

  	
   

  	
   

  	
   

  	
   

  
	
  Fund Information for Robert H Ewald

  	
   

  	
  Period Beginning:

  	
   

  	
  12/01/2004 

  
	
   

  	
   

  	
   

  	
   

  	
  Period Ending:

  	
   

  	
  01/10/2005

  
	
   

  	
   

  	
   

  	
   

  	
  Ending Balance:

  	
   

  	
  $76,402.74

  



 


	
  Fund Name

  	
   

  	
  Deferral

  Allocation %

  	
   

  	
  Beginning

  Balance

  	
   

  	
  Contributions

  	
   

  	
  Transfers

  	
   

  	
  Distributions

  	
   

  	
  Gains/Losses

  	
   

  	
  Forfeitures
  /

  Adjustments

  	
   

  	
  Closing

  Balance

  	
   

  
	
  Restoration Match Account - pre 2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fidelity VIP Overseas Portfolio: Service Shares

  	
   

  	
  0

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  3,700.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (127.69

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  3,572.31

  	
   

  
	
  Gartmore GVIT
  Small Cap Growth Fund: Class I

  	
   

  	
  0

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  3,700.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (178.98

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  3,521.02

  	
   

  
	
  Goldman Sachs VIT Mid
  Cap Value Fund

  	
   

  	
  0

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  3,700.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (123.89

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  3,576.11

  	
   

  
	
  T. Rowe Price Mid Cap Growth Portfolio: Class II

  	
   

  	
  0

  	
  %

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  3,700.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (144.22

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  3,555.78

  	
   

  
	
  Account Totals:

  	
   

  	
   

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  14,800.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (574.78

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  14,225.22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vested Balance:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  14,225.22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Supplemental Match Account - pre 2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fidelity VIP Overseas Portfolio: Service Shares

  	
   

  	
  0

  	
  %

  	
  $

  	
  4,345.51

  	
   

  	
  $

  	
  11,500.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (393.65

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  15,451.86

  	
   

  
	
  Gartmore GVIT
  Small Cap Growth Fund: Class I

  	
   

  	
  0

  	
  %

  	
  $

  	
  4,303.87

  	
   

  	
  $

  	
  11,500.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (576.57

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  15,227.30

  	
   

  
	
  Goldman Sachs VIT Mid
  Cap Value Fund

  	
   

  	
  0

  	
  %

  	
  $

  	
  4,825.43

  	
   

  	
  $

  	
  11,500.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (381.58

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  15,943.85

  	
   

  
	
  T. Rowe Price Mid Cap Growth Portfolio: Class II

  	
   

  	
  0

  	
  %

  	
  $

  	
  4,528.80

  	
   

  	
  $

  	
  11,500.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (474.29

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  15,554.51

  	
   

  
	
  Account Totals:

  	
   

  	
   

  	
   

  	
  $

  	
  18,003.61

  	
   

  	
  $

  	
  46,000.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (1,826.09

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  62,177.52

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vested Balance:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant Totals:

  	
   

  	
   

  	
   

  	
  $

  	
  18,003.61

  	
   

  	
  $

  	
  60,800.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  (2,400.87

  	
  )

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  76,402.74

  	
   

  



 


If you have any questions, or if you
would like to make any changes to your account as permitted by the Plan, please
contact USI Consulting Group at (800) 360-1588 or clientservices@usicg.com. Refer to the current Plan Summary
for details about the Plan.


 


2