METHODS
OR PROCEDURES AS SHALL BE ESTABLISHED FROM TIME TO TIME BY THE COMMITTEE.
NOTWITHSTANDING THE FOREGOING, UNLESS OTHERWISE DETERMINED BY THE COMMITTEE, THE
FAIR MARKET VALUE OF SHARES ON A GIVEN DATE FOR PURPOSES OF THE PLAN SHALL BE
THE CLOSING SALE PRICE OF THE SHARES ON THE NEW YORK STOCK EXCHANGE AS REPORTED
IN THE CONSOLIDATED TRANSACTION REPORTING SYSTEM ON SUCH DATE OR, IF SUCH
EXCHANGE IS NOT OPEN FOR TRADING ON SUCH DATE, ON THE MOST RECENT PRECEDING DATE
WHEN SUCH EXCHANGE IS OPEN FOR TRADING.
(M)
"INCENTIVE STOCK OPTION" SHALL MEAN AN OPTION
GRANTED UNDER SECTION 6(A) OF THE PLAN THAT IS INTENDED TO MEET THE REQUIREMENTS
OF SECTION 422 OF THE CODE OR ANY SUCCESSOR PROVISION.
(N)
"NON-QUALIFIED STOCK OPTION" SHALL MEAN AN
OPTION GRANTED UNDER SECTION 6(A) OF THE PLAN THAT IS NOT INTENDED TO BE AN
INCENTIVE STOCK OPTION.
(O)
"OPTION" SHALL MEAN AN INCENTIVE STOCK
OPTION OR A NON-QUALIFIED STOCK OPTION.
(P)
"OTHER STOCK-BASED AWARD" SHALL MEAN ANY
RIGHT GRANTED UNDER SECTION 6(G) OF THE PLAN.
(Q)
"PARTICIPANT" SHALL MEAN AN ELIGIBLE PERSON
DESIGNATED TO BE GRANTED AN AWARD UNDER THE PLAN.
(R)
"PERFORMANCE AWARD" SHALL MEAN ANY RIGHT
GRANTED UNDER SECTION 6(E) OF THE PLAN.
(S)
"PERFORMANCE GOAL" SHALL MEAN ONE OR MORE
OF THE FOLLOWING PERFORMANCE GOALS, EITHER INDIVIDUALLY, ALTERNATIVELY OR IN ANY
COMBINATION, APPLIED ON A CORPORATE, SUBSIDIARY OR BUSINESS UNIT BASIS:
CASH
FLOW, EARNINGS (INCLUDING ONE OR MORE OF GROSS PROFIT, EARNINGS BEFORE INTEREST
AND TAXES, EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION AND
NET EARNINGS), EARNINGS PER SHARE, MARGINS (INCLUDING ONE OR MORE OF GROSS,
OPERATING AND NET INCOME MARGINS), RETURNS (INCLUDING ONE OR MORE OF RETURN ON
ASSETS, EQUITY, INVESTMENT, CAPITAL AND REVENUE AND TOTAL STOCKHOLDER RETURN),
STOCK PRICE, ECONOMIC VALUE ADDED, WORKING CAPITAL, MARKET SHARE, COST
REDUCTIONS AND STRATEGIC PLAN DEVELOPMENT AND IMPLEMENTATION.
SUCH GOALS
2
MAY REFLECT ABSOLUTE ENTITY OR BUSINESS UNIT PERFORMANCE OR A RELATIVE
COMPARISON TO THE PERFORMANCE OF A PEER GROUP OF ENTITIES OR OTHER EXTERNAL
MEASURE OF THE SELECTED PERFORMANCE CRITERIA.
PURSUANT TO RULES AND CONDITIONS
ADOPTED BY THE COMMITTEE ON OR BEFORE THE 90TH DAY OF THE APPLICABLE PERFORMANCE
PERIOD FOR WHICH PERFORMANCE GOALS ARE ESTABLISHED, THE COMMITTEE MAY
APPROPRIATELY ADJUST ANY EVALUATION OF PERFORMANCE UNDER SUCH GOALS TO EXCLUDE
THE EFFECT OF CERTAIN EVENTS, INCLUDING ANY OF THE FOLLOWING EVENTS:
ASSET
WRITE-DOWNS; LITIGATION OR CLAIM JUDGMENTS OR SETTLEMENTS; CHANGES IN TAX LAW,
ACCOUNTING PRINCIPLES OR OTHER SUCH LAWS OR PROVISIONS AFFECTING REPORTED
RESULTS; SEVERANCE, CONTRACT TERMINATION AND OTHER COSTS RELATED TO EXITING
CERTAIN BUSINESS ACTIVITIES; AND GAINS OR LOSSES FROM THE DISPOSITION OF
BUSINESSES OR ASSETS OR FROM THE EARLY EXTINGUISHMENT OF DEBT.
(T)
"PERSON" SHALL MEAN ANY INDIVIDUAL,
CORPORATION, PARTNERSHIP, ASSOCIATION OR TRUST.
(U)
"PLAN" SHALL MEAN THIS CERIDIAN CORPORATION
2004 LONG-TERM STOCK INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME.
(V)
"RELOAD OPTION" SHALL MEAN A NON-QUALIFIED
STOCK OPTION GRANTED UNDER SECTION 6(A)(IV) OF THE PLAN.
(W)
"RESTRICTED STOCK" SHALL MEAN ANY SHARE
GRANTED UNDER