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CERIDIAN CORPORATION BENEFIT EQUALIZATION PLAN

Employee Benefits Plan Agreement

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This Employee Benefits Plan Agreement involves

CERIDIAN CORPORATION

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Title: CERIDIAN CORPORATION BENEFIT EQUALIZATION PLAN
Date: 3/31/2009
Industry: Business Services     Sector: Services

CERIDIAN CORPORATION BENEFIT EQUALIZATION PLAN, Parties: ceridian corporation
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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.

 

 

  

CERIDIAN CORPORATION

Attest:

 

/s/ Michael W. Sheridan

  

By

 

/s/ Kairus Tarapore

 

Secretary

  

Name:

 

Kairus Tarapore

 

  

Title:

 

EVP, HR


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


 
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