exv10w1



 






EXHIBIT 10.1





			
	
	 	Shirley J. Hughes

Senior Vice President

Human Resources
	 	 
	 	Ceridian Corporation

3311 East Old Shakopee Road

Minneapolis, MN 55425-1640

952/853-3301

Fax: 952/853-3312

shirley.j.hughes@ceridian.com






AMENDED OFFER LETTER



PRIVATE/CONFIDENTIAL




December 6, 2004




Mr. Douglas C. Neve

10797 Purdey Road

Eden Prairie, MN 55347



Dear Mr. Neve:



Ceridian Corporation is pleased to offer you employment as Executive Vice President and Chief
Financial Officer, reporting to Ronald L. Turner, Chairman, President and CEO. Your office will be
located in Bloomington, Minnesota. Your base salary stated on an annualized basis will be
$400,000. You will be eligible to participate in the Ceridian Executive Incentive Plan with a
target annual payout, based on performance, of 80% of your year-end annualized salary with a
maximum payout of 110% at superior performance. Details of the 2005 Ceridian Executive Incentive
Plan will be communicated to you at a later date. For calendar year 2005 only, you are guaranteed
a target bonus payment.



In this position you will receive an annual supplemental cash adder of $25,000 paid on the regular
payroll cycle. The purpose of the supplemental cash adder is to provide you the opportunity to
purchase those perquisites most important to you (e.g., financial counseling, tax assistance,
etc.).



Upon hire, you will be recommended to the Compensation and Human Resources Committee of the Board
of Directors for a stock award, consisting of 135,000 stock options and 21,700 full value
restricted shares of Ceridian common stock (this combined award of stock options and restricted
shares is equivalent to 200,000 stock options). The option price will be equal to the fair market
value on the date of hire. Upon hire you will receive additional information regarding the grants
and applicable vesting schedules along with other details.



 









 









Mr. Douglas C. Neve

Amended Offer Letter

December 6, 2004

Page 2



You will receive an executive employment agreement which provides two years of compensation
protection in the event of involuntary loss of job, for reasons other than cause, and three years
of income protection in the event of a change of control and loss of job. The agreement has
non-competition, confidentiality and non-recruitment provisions.



You will also receive additional benefits including one extra week of vacation over the normal
Ceridian schedule, an annual physical at Mayo Clinic for you and your spouse, and a company-paid,
portable, Long-Term Care insurance policy for you, and also for your wife with evidence of
insurability.



After hire, we will develop an individual Supplemental Executive Retirement Plan (SERP), consistent
with Plans for similar officers. The plan is subject to final approval by the Compensation and
Human Resources Committee of the Board of Directors.



In compliance with the Immigration Reform and Control Act of 1986, you are required to complete the
Employment Eligibility Verification Form I-9 at the time of hire. You will be required to provide
documents establishing your identity and employment eligibility. Examples of acceptable documents
include: U.S. Passport, Certificate of U.S. Citizenship, driver’s license and social security card
or birth certificate. Please bring the appropriate documents with you on your first day.



As a condition of your employment with Ceridian Corporation, you will be required to sign an
Employee Disclosure, Assignment, Non-Compete and Non-Recruit Agreement (copy enclosed for your
perusal).



For clarification and protection of both you and the company, your acceptance of this offer
represents the sole agreement between you and Ceridian Corporation. No prior promises,
representations, or understandings relative to any terms or conditions of your employment are to be
considered as part of this agreement unless expressed in writing in this letter and the enclosed
Employee Disclosure, Assignment, Non-Compete and Non-Recruit Agreement. Ceridian asks that you
keep the terms of this offer confidential.



Enclosed you will find collateral materials providing more information regarding some of the
benefit and other plans.



 









 









Mr. Douglas C. Neve

Amended Offer Letter

December 6, 2004

Page 3



We are all looking forward to having you join Ceridian and to your positive contributions. If you
have any questions, feel free to call me at the office, 952/853-3301, or at home, 612/928-8944.
Please indicate your affirmative response by signing below and returning a copy to my attention.


Very truly yours,


Shirley J. Hughes


Enclosures (provided with original offer letter dated December 3, 2004)


cc: Ronald L. Turner




	 	 	 	 	 	 	 	 	 	 
	 
	 	Accepted:
	 	/s/ Douglas C. Neve
	 	Date:
	 	12/6/04	 
	 
	 	 	 	
 
	 	 	 	
 	 
	 
	 	 	 	Douglas C. Neve	 	 	 	 	 






 









 










Mr. Douglas C. Neve

Amended Offer Letter

December 6, 2004

Page 4



Enclosures (provided with original offer letter of December 3, 2004):





	•	 	Employee Disclosures, Assignment, Non-Compete and Non-Recruit Agreement
	•	 	Description of Equity Program – 2001 Long-Term Incentive Plan
	•	 	Description of Incentive Plans
	•	 	Officer Benefits Summary
	•	 	Executive Disability Pictorial Summary
	•	 	401(k) Plan Booklet
	•	 	Basic Health, Life, Dental Benefits:






	 	 	2004 Comparison Guide – Benefits
	 	 	2004 Benefits Handbook






	•	 	Deferred Compensation Plan
	•	 	Example of Executive Employment Agreement
	•	 	Code of Conduct