Exhibit 10.19
CERIDIAN
CORPORATION
BENEFIT EQUALIZATION
PLAN
Restated and
Revised
Fourth Declaration of
Amendment
Pursuant to the retained power of
amendment contained in Section 4.2 of the Ceridian Corporation
Benefit Equalization Plan, the undersigned hereby revises and
restates the Fourth Declaration of Amendment, dated
October 25, 2006 and amends the Plan in the manner described
below.
1. A new Section 1.4 is added
to the Plan to read as follows:
“1.4 Compliance with Code
Section 409A . Benefits that are subject to the provisions
of Section 409A of the Code (the “Non-Grandfathered
Amount”), namely the amount that exceeds the benefit that was
accrued and vested under the Plan as of December 31, 2004 (the
“Grandfathered Benefit”), shall be subject to the
special provisions of Supplement A, which has been added to the
Plan by the Restated and Revised Fourth Declaration of Amendment.
The Grandfathered Benefit will continue to be subject to the terms
of the Plan without regard to Supplement A, and the Grandfathered
Benefit is not intended to be subject to Section 409A of the
Code. For purposes of administering the Plan and payments under the
Plan, the Grandfathered Benefit will be treated as maintained under
a plan that is separate from the Non-Grandfathered Benefit that is
subject to Supplement A.”
2. Section 2.3(A) is amended
effective as of January 1, 2008 by adding the following
language to the end of such section:
“In connection with the
freezing of benefit accruals under the Pension Plan, compensation
reductions under this Clause (A) ceased as of January 1,
2008.”
3. The Plan is amended by adding a
Supplement A to the Plan to read as provided in the attached
“Supplement A – Non-Grandfathered
Benefit.”
The undersigned has caused this
Restated and Revised Fourth Declaration of Amendment to be executed
by its duly authorized officers this 30th day of December,
2008.
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CERIDIAN
CORPORATION
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Attest:
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By
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Secretary
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Name:
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Kairus
Tarapore
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Title:
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EVP,
HR
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Supplement A - Non-Grandfathered
Benefit
Ceridian
Corporation
Benefit Equalization
Plan
Section A-1. Purpose and
Effect . The purpose of this Supplement A to the Ceridian
Corporation Benefit Equalization Plan is to modify and supplement
the terms of the Plan only as they apply to deferred compensation
amounts that are accrued on or after January 1, 2005 and that
are subject to the requirements of Section 409A of the Code
(the “Non-Grandfathered Benefit”). As it relates to the
Non-Grandfathered Benefit, the Plan, as amended by this Supplement
A, is intended to satisfy the requirements of Section 409A of
the Code and the terms shall be construed and administered in a
manner that is consistent with and gives effect to such
intention.
Section A-2. Definitions .
For purposes of this Supplement A, the following terms have the
meanings set forth below, unless the context clearly indicates
otherwise:
“Affiliate” means all
persons with whom the Company would be considered a single employer
under Section 414(b) or 414(c) of the Code.
“Separation from
Service” means a termination of a Participant’s
employment relationship with the Company and all Affiliates or such
other change in the Participant’s employment relationship or
status with the Company and all Affiliates that would be considered
a ‘separation from service’ under Section 409A of
the Code. A Participant’s employment relationship will be
treated as remaining intact while the Participant is on a military
leave, a sick leave or other bona fide leave of absence (pursuant
to which there is a reasonable expectation that the Participant
will return to perform services for the Company or an Affiliate)
but only if the period of suc