Ceridian Corporation Benefit Equalization Plan, as amended



 Exhibit 10.11 
 As Amended Effective Generally as of January 1, 1994 
 CERIDIAN CORPORATION 
 BENEFIT EQUALIZATION PLAN 
 Table of Contents

  

					
	ARTICLE 1	  	Description	  	1
			
	1.1	  	Structure and Name	  	1
	1.2	  	Purpose	  	1
	1.3	  	Type	  	1
			
	ARTICLE 2	  	Benefits	  	2
			
	2.1	  	Amount	  	2
	2.2	  	Form and Time of Payment	  	3
	2.3	  	Entitlement, Reductions	  	4
	2.4	  	Payment in the Event of Incapacity	  	5
			
	ARTICLE 3	  	Source of Payments; Nature of Interest	  	5
			
	3.1	  	Establishment of Trust	  	5
	3.2	  	Source of Payments	  	5
	3.3	  	Status of Plan	  	6
	3.4	  	Non-assignability of Benefits	  	6
			
	ARTICLE 4	  	Adoption, Amendment And Termination	  	6
			
	4.1	  	Adoption	  	6
	4.2	  	Amendment	  	6
	4.3	  	Termination of Participation	  	7
	4.4	  	Termination	  	8
			
	ARTICLE 5	  	Definitions	  	9
			
	5.1	  	Administrator	  	9
	5.2	  	Affiliated Organization	  	9
	5.3	  	Board	  	9
	5.4	  	Code	  	9

  

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	5.5	  	Company	  	9
	5.6	  	Compensation Equalization Plan	  	9
	5.7	  	Deferred Compensation Plan	  	9
	5.8	  	ERISA	  	9
	5.9	  	Excess Benefit Plan	  	9
	5.10	  	Governing Law	  	10
	5.11	  	Headings	  	10
	5.12	  	Number and Gender	  	10
	5.13	  	Participant	  	10
	5.14	  	Participating Employer	  	10
	5.15	  	Pension Plan	  	10
	5.16	  	Plan	  	10
			
	ARTICLE 6	  	Administration	  	11
			
	6.1	  	Administrator	  	11
	6.2	  	Rules and Regulations	  	11
	6.3	  	Administrator's Discretion	  	11
	6.4	  	Specialist's Assistance	  	11
	6.5	  	Indemnification	  	11
	6.6	  	Benefit Claim Procedure	  	12
			
	ARTICLE 7	  	Miscellaneous	  	12
			
	7.1	  	Withholding and Offsets	  	12
	7.2	  	Other Benefits	  	13
	7.3	  	No Warranties Regarding Tax Treatment	  	13
	7.4	  	No Employment Rights Created	  	13

  

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 ARTICLE 1 
 Description 
  

	1.1	Structure and Name. The Plan consists of two separate component plans which, for administrative convenience, have been incorporated in one instrument. One such component plan is the
Excess Benefit Plan and the other such component plan is the Compensation Equalization Plan. Together, the two component plans are referred to as the “Ceridian Corporation Benefit Equalization Plan.” 

  

	1.2	Purpose. The purpose of the Excess Benefit Plan is to ensure that Pension Plan participants will not be deprived of benefits that would otherwise be payable under a Pension Plan but
for the operation of the provisions of Code section 415. The purpose of the Compensation Equalization Plan is to ensure that Pension Plan participants will not be deprived of benefits that would otherwise be payable under a Pension Plan but for the
operation of the provisions of Code section 401(a)(17) or certain elections relative to the form of bonus payments or the deferral of compensation pursuant to the Deferred Compensation Plan. 

  

	1.3	Type. The Excess Benefit Plan is an unfunded “excess benefit plan” within the meaning of section 3(36) of ERISA and, as such, is exempt from ERISA by operation of sections
4(b)(5) and 4021(b)(8) thereof. The Compensation Equalization Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees and, as such, is exempt
from Parts 2, 3 and 4 of Subtitle B of Title I of ERISA by operation of sections 201(2), 302(a)(3) and 401(a)(4) thereof, respectively, and from Title IV of ERISA by operation of section 4021(a)(6) thereof. The Excess Benefit Plan and Compensation
Equalization Plan are also intended to be unfunded for tax purposes. The Plan will be construed and administered in a manner that is consistent with and gives effect to the foregoing. 

  

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 ARTICLE 2 
 Benefits 
  

	2.1	Amount 

  

	 	(A)	As of the date on which a Participant’s Pension Plan benefit is scheduled to commence, the Administrator will determine the amount of the benefit to which the Participant is
entitled pursuant to the Plan in accordance with Subsection (B). 

  

	 	(B)	Subject to Sections 2.2 and 2.3, the amount of a Participant’s benefit will be computed in the following manner: 

  

	 	(1)	The Administrator will determine a monthly benefit amount equal to the amount by which the monthly benefit determined pursuant to clause (a) exceeds the monthly benefit
determined pursuant to clause (b), in each case based on a benefit payable in the normal form under the Pension Plan in question commencing at the later of the Participant’s normal retirement date under the Pension Plan or his or her age on the
date on which benefits under the Pension Plan are scheduled to commence. 

  

	 	(a)	The monthly benefit to which the Participant would be entitled under the Pension Plan determined 

  

	 	(i)	without regard to any limitations imposed under the Pension Plan to satisfy the provisions of Code sections 401(a)(17) and 415, 

  

	 	(ii)	by including as annual compensation for a plan year any amount that would have otherwise been paid to the Participant as a base salary or a cash bonus during the plan year but for
the Participant’s election pursuant to the Deferred Compensation Plan (but only to the extent such amount would have been taken into account under the Pension Plan for such plan year but for the election and is not otherwise taken into account
under the Pension Plan for such plan year notwithstanding such election), and 

  

	 	(iii)	 if and only if the Administrator determines that the Participant is a member of a select group of management or highly compensated employees, by including as annual
compensation for a plan year any amount that would have 



  

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been paid to the Participant as a cash bonus during the plan year but for the Participant’s election to receive such amount in the form of common stock
of the Company or an option to purchase such stock (but only to the extent such amount is not otherwise taken into account under the Pension Plan for such plan year). 


  

	 	(b)	The actual amount of the monthly benefit to which the Participant is entitled under the Pension Plan. 

  

	 	(2)	The amount determined pursuant to clause (1) will be adjusted in the same manner as the Participant’s benefit under the Pension Plan to reflect any early or late
commencement of the benefit. 

  

	 	(C)	If a Participant dies before his or her “annuity starting date,” within the meaning of Code section 417(f)(2), and the Participant’s surviving spouse is entitled to a
“qualified preretirement survivor annuity,” within the meaning of Code section 417(c), from a Pension Plan or a Pension Plan provides for the payment of any other death benefit to the surviving spouse or any other person, the amount of the
benefit to which the surviving spouse or other person is entitled pursuant to the Plan will be determined in accordance with Subsection (B) but based, for the purpose of clause (1), on the difference between the normal form of the death benefit
determined under items (a) and (b). 

  

	2.2	Form and Time of Payment 

  

	 	(A)	Payment of a benefit to any Participant determined pursuant to Section 2.1(B) or surviving spouse or other person determined pursuant to Section 2.1(C) will be made or
commence, as the case may be, at the same time and in the same form as his or her benefit under the Pension Plan. 

  

	 	(B)	If a Participant, surviving spouse or other person entitled to receive a benefit under the Plan elects to receive his or her benefit under the Pension Plan in a form other than the
normal form, the benefit under the Plan will be actuarially adjusted to reflect the form in which it is paid in the same manner as the benefit under the Pension Plan. 

  

	 	(C)	 If a Participant dies following the commencement of monthly benefit payments, any death benefits payable 



  

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under the form of payment applicable to the Participant’s benefit under the Plan will be paid to the same beneficiary or joint or contingent annuitant,
as the case may be, as his or her benefit under the Pension Plan. 


  

	2.3	Entitlement, Reductions. Notwithstanding the foregoing provisions of this Article 2 - 

  

	 	(A)	A Participant who has elected to participate in a Pension Plan on an after-tax basis is not entitled to a benefit under the Plan attributable to annual compensation in excess of the
limitation in effect under Code section 401(a)(17) or deferred under the Deferred Compensation Plan unless, prior to a date specified by the Administrator, the Participant makes an irrevocable election, applicable to any period of future employment
with respect to which his or her Pension Plan after-tax participation election applies, to forego four percent of that portion of his or her compensation that is (1) attributable to services performed after the date of the election and
(2) not taken into account under the Pension Plan solely by reason of the Code section 401(a)(17) limitation or the Participant’s election pursuant to the Deferred Compensation Plan. 

  

	 	(B)	If, after commencement of monthly benefit payments under the Plan, the amount of monthly payments to which the Participant is entitled under the Pension Plan is increased by reason
of an increase in the limitations under Code section 415, the amount of the monthly payments to which he or she is entitled under the Plan will be decreased by the amount of monthly payment increase under the Pension Plan. 


 

	 	(C)	A former Participant is not entitled to a benefit under the Plan to the extent the liability for such benefit has been transferred to or assumed by a successor to all or any portion
of the business of the Participating Employer. 

  

	 	(D)	If a Participant who is receiving or entitled to receive a benefit pursuant to the Plan is reemployed with a Participating Employer or an affiliate of a Participating Employer and,
in connection with such reemployment, his or her Pension Plan benefit payment is suspended, his or her benefit under the Plan will be suspended for the same period. The Participant’s benefit under the Plan will recommence at the same time as
his or her benefit under the Pension Plan and the amount of the benefit at recommencement will be adjusted in accordance with Plan Rules to reflect any additional benefits earned and benefits previously paid. 

  

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	2.4	Payment in the Event of Incapacity. If any person entitled to receive any payment under the Plan is physically, mentally, or legally incapable of receiving or acknowledging receipt
thereof, and no legal representative has been appointed for such person, the Administrator, in his or her discretion, may (but is not required to) cause any sum otherwise payable to such person to be paid to any one or more of the following (as may
be chosen by the Administrator): the person’s beneficiary or joint or contingent annuitant for purposes of his or her benefit under the Plan, if any, the institution maintaining such person, a custodian for such person under the Uniform
Transfers to Minors Act of any state, or such person’s spouse, children, parents or other relatives by blood or marriage. Any payment so made completely discharges all liability under the Plan to the extent of such payment.


 ARTICLE 3 
 Source
of Payments; Nature of Interest 
  

	3.3	Establishment of Trust. The Company may establish a Trust with an independent corporate trustee. The Trust must be a grantor trust that conforms substantially with the model trust
described in Revenue Procedure 92-64. The Participating Employers may from time to time transfer to the Trust cash, marketable securities or other property acceptable to the Trustee in accordance with the terms of the Trust.


  

	3.2	Source of Payments 

  

	 	(A)	Subject to Subsections (B) and (C), a Participant’s benefit will be paid by the Participating Employer with whom the Participant was last employed.


  

	 	(B)	If a Participant has participated in a Pension Plan as an employee of more than one Participating Employer, the Administrator will determine the portion of the benefit to which the
Participant is entitled under the Plan allocable to each such Participating Employer. 

  

	 	(C)	The Trustee will make distributions to Participants and Beneficiaries from the Trust in satisfaction of a Participating Employer’s obligations under the Plan in accordance with
the terms of the Trust. The Participating Employer is responsible for paying any benefits attributable to a Participant’s Account with respect to that Participating Employer that are not paid by the Trust. 

  

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	3.3	Status of Plan. Nothing contained in the Plan or Trust is to be construed as providing for assets to be held for the benefit of any Participant or any other person or persons to
whom benefits are to be paid pursuant to the terms of this Plan, the Participant’s or other person’s only interest under the Plan being the right to receive the benefits set forth herein. The Trust is established only for the convenience
of the Participating Employers and the Participants, and no Participant has any interest in the assets of the Trust prior to distribution of such assets pursuant to the Plan. To the extent the Participant or any other person acquires a right to
receive benefits under this Plan or the Trust, such right is no greater than the right of any unsecured general creditor of the Participating Employer. 

  

	3.4.	Non-assignability of Benefits. The benefits payable under the Plan and the right to receive future benefits under the Plan may not be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered, or subjected to any charge or legal process. 

 ARTICLE 4 
 Adoption, Amendment And Termination 
 Adoption. With the prior approval of the Administrator, an Affiliated Organization may adopt the Plan and become a Participating Employer by furnishing to the Administrator a certified copy of a resolution of its Board adopting the Plan.

  

	4.2	Amendment 

  

	 	(A)	The Company reserves the right to amend the Plan at any time to any extent that it may deem advisable. To be effective, an amendment must be stated in a written instrument approved
in advance or ratified by the Company’s Board and executed in the name of the Company by its President or a Vice President and attested by the Secretary or an Assistant Secretary. 

  

	 	(B)	An amendment adopted in accordance with Subsection (A) is binding on all interested parties as of the effective date stated in the amendment; provided, however, that no
amendment will have any retroactive effect so as to deprive any Participant, or the beneficiary or joint or contingent annuitant of a deceased Participant, of any benefit to which he or she is entitled under the terms of the Plan in effect
immediately prior to the effective date of the amendment, determined in the case of a Participant who is employed by an Affiliated Organization, as if he or she had terminated employment immediately prior to the effective date of the amendment.


  

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	 	(C)	The provisions of the Plan in effect at the termination of a Participant’s employment will, except as otherwise expressly provided by a subsequent amendment, continue to apply
to such Participant. 

  

	4.3	Termination of Participation. 

  

	 	(A)	Notwithstanding any other provision of the Plan to the contrary, if determined by the Administrator to be necessary to ensure that the Plan is exempt from ERISA to the extent
contemplated by Section 1.3 or upon the Administrator’s determination that a Participant’s interest in the Plan has been or is likely to be includable in the Participant’s gross income for federal income tax purposes prior to the
actual payment of benefits pursuant to the Plan, the Administrator may take any or all of the following steps: 

  

	 	(1)	terminate the Participant’s future participation in the Plan; 

  

	 	(2)	cause the Participant’s entire interest in the Plan to be distributed to the Participant in the form of an immediate lump sum; and/or 

  

	 	(3)	transfer the benefits that would otherwise be payable pursuant to the Plan for all or any of the Participants to a new plan that is similar in all material respects (other than
those which require the action in question to be taken.) 

  

	 	(B)	For the purpose of Subsection(A)(2), the lump sum value of a Participant’s interest in the Plan will be determined 

  

	 	(1)	in the case of a Participant whose benefit under the Plan is not then in pay status, in accordance with Article 2 but assuming that the Participant had terminated employment and
elected to receive his or her Pension Plan benefit in the form of an immediate lump sum, or 

  

	 	(2)	in the case of a Participant or beneficiary or joint or contingent annuitant of a beneficiary whose benefit under the Plan is then in pay status, by converting the expected future
benefit from the form in which it is being paid to an actuarially equivalent lump sum benefit using actuarial assumptions specified in the Pension Plan to which the benefit relates. 

  

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	4.4	Termination 

  

	 	(A)	The Company reserves the right to terminate the Plan in its entirety at any time. Each Participating Employer reserves the right to cease its participation in the Plan or terminate
the Plan with respect to any group of similarly situated current or former employees of the Participating Employer at any time. The Plan will terminate in its entirety or with respect to a particular Participating Employer or group of current or
former employees as of the date specified by the Company or such Participating Employer in a written instrument by its authorized officers to the Administrator, adopted in the manner of an amendment. 

  

	 	(B)	Upon the termination of the Plan in its entirety or with respect to any Participating Employer or group of current or former employees, the Company or Participating Employer, as the
case may be, will either (1) cause any benefits to which Participants have become entitled prior to the effective date of the termination to continue to be paid in accordance with the provisions of Article 2 or (2) subject to Subsection
(C), cause the entire interest in the Plan of any or all Participants, or the beneficiaries or joint or contingent annuitants of any or all deceased Participants, to be distributed in the form of an immediate lump sum payment calculated in
accordance with the provisions of Section 4.3(B). 

  

	 	(C)	If the Compensation and Human Resources Committee of the Company’s Board of Directors (or any successor committee) determines in good faith that there is a reasonable
likelihood that any compensation paid to a Participant by an Affiliated Organization for a taxable year of the Affiliated Organization would not be deductible by the Affiliated Organization solely by reason of the limitation under Code section
162(m), to the extent deemed necessary by such Committee to ensure that the entire amount of any distribution pursuant to clause (2) of Subsection (B) is deductible, such Committee may defer all or any portion of the distribution. The
deferred amounts and interest thereon from the date on which the payment would have been made but for this subsection and the date on which the payment is actually made at the rate then used under the Pension Plan for the purpose of computing lump
sum distributions will be distributed to the Participant, or to his or her beneficiary in the case of the Participant’s death, at the earliest possible date, as determined by such Committee in good faith, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of the Affiliated Organization during which the distribution is made will not be limited by Code section 162(m). 

  

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 ARTICLE 5 
 Definitions, Construction and Interpretation 
 The definitions and rules of construction and interpretation set forth in
this article apply in construing the Plan unless the context otherwise indicates. 
  

	5.1	Administrator. “Administrator” of the Plan is the Company, or the person to whom administrative duties are delegated pursuant to the provisions of Section 6.1, as the
context requires. 

  

	5.2	Affiliated Organization. “Affiliated Organization” is the Company and any corporation that is a member of a controlled group of corporations within the meaning of Code
section 414(b). 

  

	5.3	Board. “Board” is the board of directors of the Affiliated Organization in question or any individual or committee authorized to act on behalf of such board of directors
pursuant to a proper delegation. 

  

	5.4	Code. “Code” is the Internal Revenue Code of 1986, as amended from time to time, and any reference to a section of the Code refers to that section or to the corresponding
section of the Code as amended. 

  

	5.5	Company. “Company” is Ceridian Corporation or any successor thereto. 

  

	5.6	Compensation Equalization Plan. “Compensation Equalization Plan” means the component plan incorporated in this instrument for the purpose of ensuring that Participants in
the Pension Plans will not be deprived of benefits otherwise due them under the Pension Plans by operation of the provisions of Code section 401(a)(17) or certain elections relative to the form of bonus payments or the deferral of compensation
pursuant to the Deferred Compensation Plan. 

  

	5.7	Deferred Compensation Plan. “Deferred Compensation Plan” means the Ceridian Corporation Deferred Compensation Plan, as adopted effective January 1, 1995 and as
thereafter amended from time to time. 

  

	5.8	ERISA. “ERISA” is the Employee Retirement Income Security Act of 1974, as amended, and any reference to a section of ERISA refers to that section or to the corresponding
section of ERISA as amended. 

  

	5.9	Excess Benefit Plan. “Excess Benefit Plan” means the component plan incorporated in this instrument for the purpose of ensuring that Participants in the Pension Plans will
not be deprived of benefits otherwise due them under such plans by operation of the provisions of Code section 415. 

  

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	5.10	Governing Law. To the extent state law is not preempted by the provisions of the ERISA or any other laws of the United States, this Plan will be administered, construed and enforced
according to the internal laws of the State of Minnesota without regard to the conflict of law principles of the State of Minnesota or any other jurisdiction. 

  

	5.11	Headings. The headings of articles, sections, subsections and clauses are included solely for convenience and, if there is a conflict between such headings and the text of the Plan,
the text will control. 

  

	5.12	Number and Gender. Wherever appropriate, the singular may be read as the plural, the plural may be read as the singular and one gender may be read as the other gender.


  

	5.13	Participant. “Participant” is an employee of a Participating Employer who is (a) a participant under any Pension Plan, (b) entitled to a benefit pursuant to the
provisions of Article 2 and (c) not a party to an agreement with the Participating Employer pursuant to which he or she is not eligible to participate in the Plan. 

  

	5.14	Participating Employer. “Participating Employer” is the Company and any other Affiliated Organization that has adopted the Plan, or all of them collectively, as the
context requires, and their respective successors. A Participating Employer will cease to be such upon a termination of the Plan as to its employees and the satisfaction in full of all of its obligations under the Plan or upon its ceasing to be an
Affiliated Organization. 

  

	5.15	Pension Plan. “Pension Plan” is a defined benefit pension plan which is qualified under the provisions of Code section 401(a) and which is sponsored by a Participating
Employer. 

  

	5.16	Plan. The “Plan” is the Compensation Equalization Plan or the Excess Benefit Plan or both of them, as the context requires. 

  

	5.17	Trust. “Trust” means any trust or trustee established by the Company pursuant to Section 3.1. 

  

	5.18	Trustee. “Trustee” means the independent corporate trustee or trustees that at the relevant time has or have been appointed to act as Trustee of the Trust.


  

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 ARTICLE 6 
 Administration 
  

	6.1	Administrator. The general administration of the Plan and the duty to carry out its provisions is vested in the Company. The Company’s Vice President, Human Resource Services,
or his or her functional equivalent in the event of a material change in the duties or title of such position, will perform such duty on behalf of the Company. Such Vice President may delegate such duty or any portion thereof to a named person and
may from time to time revoke such authority and delegate it to another person. 

  

	6.2	Rules and Regulations. The Administrator has the discretionary power and authority to make such rules and regulations as the Administrator determines to be consistent with the
terms, and necessary or advisable in connection with the administration, of the Plan and to modify or rescind any such rules or regulations. 

  

	6.3	Administrator’s Discretion. The Administrator has the discretionary power and authority to make all determinations necessary for administration of the Plan, except those
determinations that the Plan requires others to make, and to construe, interpret, apply and enforce the provisions of the Plan and Plan rules and regulations whenever necessary to carry out its intent and purpose and to facilitate its
administration, including, without limitation, the discretionary power and authority to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercise of its discretionary power and authority, the Administrator
will treat all similarly situated persons uniformly. 

  

	6.4	Specialist’s Assistance. The Administrator may retain such actuarial, accounting, legal, clerical and other services as may reasonably be required in the administration of the
Plan, and may pay reasonable compensation for such services. All costs of administering the Plan will be paid by the Participating Employers. 

  

	6.5	Indemnification. The Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer, and employee of any
Affiliated Organization against any and all liabilities, losses, costs and expenses (including legal fees) of every kind and nature that may be imposed on, incurred by, or asserted against such person at any time by reason of such person’s
services in connection with the Plan, but only if such person did not act dishonestly or in bad faith or in willful violation of the law or regulations under which such liability, loss, cost or expense arises. The Participating Employers have the
right, but not the obligation, to select counsel and control the defense and settlement of any action for which a person may be entitled to indemnification under this provision. 

  

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	6.6	Benefit Claim Procedure. 

  

	 	(A)	If a request for a benefit by a Participant or beneficiary of a deceased Participant is denied in whole or in part, he or she may, not later than 30 days after the denial, file with
the Administrator a written claim objecting to the denial. 

  

	 	(B)	The Administrator, not later than 90 days after receipt of such claim, will render a written decision to the claimant on the claim. If the claim is denied, in whole or in part, such
decision will include the reason or reasons for the denial; a reference to the Plan provisions on which the denial is based; a description of any additional material or information, if any, necessary for the claimant to perfect his or her claim; an
explanation as to why such information or material is necessary; and an explanation of the Plan’s claim procedure. 

  

	 	(C)	The claimant may file with the Administrator, not later than 60 days after receiving the Administrator’s written decision, a written notice of request for review of the
Administrator’s decision, and the claimant or his or her representative may thereafter review relevant Plan documents which relate to the claim and may submit written comments to the Administrator. 

  

	 	(D)	Not later than 60 days after receipt of such review request, the Administrator will render a written decision on the claim, which decision will include the specific reasons for the
decision, including a reference to the Plan’s specific provisions where appropriate. 

  

	 	(E)	The foregoing 90 and 60-day periods during which the Administrator must respond to the claimant may be extended by up to an additional 90 or 60 days, respectively, if special
circumstances beyond the Administrator’s control so require and notice of such extension is given to the claimant prior to the expiration of such initial 90 or 60-day period, as the case may be. 

 ARTICLE 7 
 Miscellaneous 
  

	7.1	 Withholding and Offsets. The Participating Employers and the Trustee retain the right to withhold from any compensation or benefit payment pursuant to the Plan any
and all income, employment, excise and other tax as the Participating Employers or Trustee deem necessary in connection with any benefits earned or paid pursuant to the 



  

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Plan and the Participating Employers may offset against amounts payable to any person under the Plan any amounts then owing to the Participating Employers by
such persons. 


  

	7.2	Other Benefits. No amounts paid pursuant to the Plan constitute salary or compensation for the purpose of computing benefits under any other benefit plan, practice, policy or
procedure of a Participating Employer unless otherwise expressly provided thereunder. 

  

	7.3	No Warranties Regarding Tax Treatment. The Participating Employers make no warranties regarding the tax treatment to any person of participation in the Plan or any action or
omission of the Participating Employer or Participant in connection therewith and each Participant will hold the Administrator and the Participating Employers and their officers, directors, employees, agents and advisors harmless from any liability
resulting from any tax position taken in good faith in connection with the Plan. 

  

	7.4	No Employment Rights Created. Neither the establishment of or participation in the Plan gives any employee a right to continued employment or limits the right of any Affiliated
Organization to discharge, transfer, demote or modify the terms and conditions of employment or otherwise deal with any employee without regard to the effect such action might have on his or her with respect to the Plan. 

  

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 CERIDIAN CORPORATION 
 BENEFIT EQUALIZATION PLAN 
 Exhibit A 
 This exhibit sets for the provisions of Article V of the Plan as in effect immediately prior to January 1, 1994. These provisions continue to apply to Participants who terminated employment before January 1,
1994 with an entitlement to benefits pursuant to the provision of Article V as set forth in the exhibit. The provisions of Articles 4, 6 and 7 of the Plan as currently in effect are applicable to such Participants. 
  

	 	5.01	Each participant shall be entitled to receive, from the employer, a defined contribution plan equalization payment or payments, in accordance with the remaining provisions of this
Article V. The aggregate amount of such payment or payments shall be the amount credited to a bookkeeping reserve account that the employer shall establish in the name of the participant, in accordance with the following provisions:


  

	 	(a)	There shall be credited to each participant’s reserve account, during each plan year, an amount elected by the participant, but not exceeding the amount equal to the excess of
- 

  

	 	(1)	the maximum amount that could have been contributed by the employer to such participant’s account under the defined contribution plan for such plan year without regard to any
limitations imposed thereunder to satisfy the provisions of section 415 of the Internal Revenue Code, over 

  

	 	(2)	the amount actually contributed by the employer to such participant’s account under the defined contribution plan for such plan year. 

  

	 	(b)	 Each participant shall file with the administrator a written election to have credited to his reserve account hereunder a percentage of his “compensation”
(as that, or the corresponding, term is defined in the defined contribution plan). Subject to the limitation specified at clause (a) above, the percentage elected may be any whole percentage from one percent to ten percent, or the full and
fractional percentage by which participant directed contributions which would otherwise have been made on his behalf under the Control Data Corporation Savings and Stock Ownership Plan are deceased by operation of the 



  

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provision thereunder which limits contributions in order to satisfy the requirements of Section 415 of the Internal Revenue Code. After such election
has been made, the participant’s compensation for each payroll period of the employer shall be reduced by the percentage so elected. At the end of each month, there shall be credited to the participant’s reserve account hereunder the
amount by which the participant’s compensation for such month has been so reduced. 


  

	 	(c)	A participant may, at any time upon thirty days’ prior written notice to the administrator, suspend the compensation reductions previously elected. A participant may, on
January 1 or July 1 of any year, upon thirty days prior written notice to the administrator and subject to the limitation specified at clause (a) above, change the percentage of compensation reductions previously elected (to any whole
percentage from one percent to ten percent), or reinstate compensation reductions previously suspended. 

  

	 	(d)	The employer shall also credit to the reserve account of each participant, as of the end of each month, an imputed investment return. The imputed investment return shall be the
amount which the balance of the participant’s reserve account, as of the beginning of such month, would have earned had it been invested in the money market fund maintained under the Control Data Corporation Savings and Stock Ownership Plan
during such month. 

  

	 	(e)	As of the date of each payment to the participant or his beneficiary pursuant to the provisions of Section 5.02, the participant’s reserve account shall be debited with
the amount of such distribution. 

  

					
	5.02	 	(A)	  	Payment of defined contribution plan equalization benefits shall be made to the participant or, in the event of his death, to his beneficiary only after an event of maturity. Any termination of
the participant’s employment with the employer. including termination by reason of his death, shall constitute an event of maturity.

  

	 	(B)	 Upon the occurrence of an event of maturity with respect to a participant, the employer shall pay to him or, in the event of his death, to his beneficiary, an
amount equal to such participant’s bookkeeping reserve account. Pursuant to the participant’s election in the manner hereinafter 



  

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provided, such payment shall be made either (1) in ten substantially equal annual installments; (provided that, if the administrator, in his sole
discretion determines, that such form of payment will result in hardship to the participant, he may cause the payment of one or more such installments to be accelerated), or (2) in a lump sum. For purposes of implementing the foregoing, each
participant shall, within sixty days after an amount is first credited to his reserve account, file an irrevocable written election with the administrator, selecting one of the foregoing methods of payment. If he fails to make such election within
such period or if his election is for any reason ineffective, he shall be deemed to have elected to receive benefits hereunder in the form of a lump sum. 


  

	 	5.03	The undistributed portion of a matured reserve account shall continue to be credited with an imputed investment return in accordance with clause (d) of Section 5.01, based
on the lowest balance of such account during the month for which such return is determined. 

  

	 	5.04	Each participant shall designate, in the manner prescribed by the administrator, the beneficiary or beneficiaries to whom undistributed benefits hereunder shall be paid in the event
of his death. Such designation may be changed from time to time by written notice to the administrator in such form as he may prescribe. Any such designation shall be effective only if it is received by the administrator prior to the
participant’s death. If, upon the death of the participant, no beneficiary designation has been filed with the administrator or if the designated beneficiaries have predeceased the participant, the participant shall be deemed to have designated
as his beneficiary the first of the following categories that is applicable in his case: 

  

	 	(1)	The participant’s surviving spouse; or, if none, 

  

	 	(2)	The participant’s descendants, per stirpes; or, if none, 

  

	 	(3)	The participant’s estate. 

 The administrator’s
good faith distribution based on his actual knowledge of the existence of a participant’s beneficiaries shall be conclusive and binding on all beneficiaries of a participant. 
  

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