EXHIBIT 10.1


 


CERIDIAN
CORPORATION


 


Non-Employee
Director Compensation Program Summary


 


(Effective
January 1, 2006)


 


	
  Annual Retainer

  	
   

  	
  $

  	
  65,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Committee Chair Retainer (Audit)

  	
   

  	
  $

  	
  15,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Committee Chair Retainer (Other)

  	
   

  	
  $

  	
  10,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Stock Option Grant

  	
   

  	
  8,000 shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  New Director Restricted Stock Grant

  	
   

  	
  $

  	
  150,000
  value

  	
   

  



 


A.                                   Annual
Retainer and Committee Chair Retainer.


 


The annual retainer for each non-employee director of Ceridian
Corporation (the “Company”) will be $65,000. 
In addition, the chair of the Audit Committee will receive an annual
retainer of $15,000; the chair of the Compensation & Human Resources
Committee and the chair of the Nominating & Corporate Governance
Committee who also serves as Lead Director will each receive an annual chair
retainer of $10,000.  Each director will
be requested to make an election prior to the beginning of the year to receive
the annual retainer and any committee chair retainer in cash, restricted stock,
deferred stock, or deferred cash. 
However, at least 50% of the annual retainer must be in the form of
restricted stock, deferred stock, or a combination of the two.  Absent an election, the default election is
for the annual retainer to be paid 50% cash and 50% restricted stock and for
any Committee chair retainer to be paid 100% in cash.  The cash portion of the annual and/or chair
retainer is paid quarterly.  Restricted
stock is granted and/or credits to a director’s deferred stock account (“Deferred
Stock”) are made on the first trading day of the year by dividing the cash
equivalent value by the average closing price of a share of common stock for
the last ten trading days of the immediately preceding calendar year, rounding
to the nearest whole share.  A pro rata portion
of the restricted stock or Deferred Stock generally will be forfeited if the
director ceases to be a director of the Company during the year.  A director is restricted from selling,
assigning or otherwise disposing of or encumbering the shares of restricted stock
or Deferred Stock units until the director leaves the Board of Directors of the
Company (the “Board”).


 


B.                                     Annual
Stock Option Grant.


 


On the date of re-election to the Board at the Company’s annual
stockholder’s meeting, each non-employee director will be granted a
non-qualified stock option to purchase 8,000 shares of common stock of the
Company (“Common Stock”).  The exercise
price of such option will be equal to the fair market value of one share of Common
Stock on


 





















 


the date of grant.  The option
becomes exercisable one-third on each grant date anniversary and expires five
years from the date of grant.


 


C.                                     New
Director Restricted Stock Grant.


 


Each newly elected or appointed non-employee director will receive a
one-time award of restricted stock on the date of such director’s election or
appointment to the Board.  The number of
shares of restricted stock is determined by dividing $150,000 by the average
closing price of Common Stock for the ten trading days prior to the effective
date of the director’s election or appointment to the Board, rounded to the
nearest 100 shares.  Twenty percent of
the restricted shares vest each year on the anniversary of the date of grant.  The shares may not be sold, assigned or
otherwise transferred, or subjected to any lien, either voluntarily or
involuntarily, by operation of law or otherwise, before they vest.