Exhibit 10.7
CERIDIAN
CORPORATION
DEFERRED COMPENSATION PLAN (2002
Revision)
First Declaration of
Amendment
Pursuant to the retained power of
amendment contained in Section 6.2 of the Ceridian Corporation
Deferred Compensation Plan (2002 Revision), the undersigned hereby
amends the Plan in the manner described below.
1. This First Declaration of
Amendment will apply only to deferrals that are subject to the
provisions of Section 409A of the Code, namely deferred
compensation amounts that were deferred, credited or vested on or
after January 1, 2005, and earnings credits
thereon. Amounts that were deferred, credited and vested under
the Plan as of December 31, 2004, and earnings credits thereon
(the “Grandfathered Amount”) will continue to be
subject to the terms of the Plan without regard to the First
Declaration of Amendment and the Grandfathered Amount is not
intended to be subject to Section 409A of the Code. This
First Declaration of Amendment is effective January 1, 2005,
except to the extent specifically provided otherwise. For
purposes of administering the Plan, including crediting amounts to
Participant Accounts and making payments under the Plan, the
Grandfathered Amount will be treated as maintained under a plan
that is separate from the non-Grandfathered Amount that is subject
to this First Declaration of Amendment.
2. Section 2.2(a)(v) is
amended and restated effective as of January 1, 2005 to read
as follows:
“(v) 401(k) Hardship
Withdrawal . A Qualified Employee who receives a hardship
withdrawal from a 401(k) plan maintained by a Participating
Employer, or by any other employer required to be aggregated with
the Participating Employer under Code section 414(b), (c),
(m) or (o), will have his or her election to defer Base
Compensation or Annual Bonus under the Plan cancelled, with any new
election subject to the deferral election requirements of
Section 3.2.”
3. Effective as of January 1,
2005, Section 2.2(a)(iv) is deleted and such
Section 2.2(a)(v) is redesignated as
Section 2.2(a)(iv).
4. Section 2.2(b) is amended
and restated effective as of January 1, 2005 to read as
follows:
“(b) Affect on
Deferral Elections . An Active Participant’s
deferral election for a Plan Year is irrevocable after the latest
day on which the election may be made except in the event of a
distribution under Section 2.2(a)(iii) or a 401(k) hardship
withdrawal under Section 2.2(a)(v).”
5. Section 2.3 is amended
effective as of January 1, 2005 by adding the following
language to the end of such Section:
“In addition, an Employee
Participant who transfers to an Affiliate of a Participating
Employer will, for the duration of the Plan Year during which the
transfer occurs, continue to participate in Participant Deferral
Credits pursuant to Section 3.2 of the Plan in accordance with
the deferral election in effect before the
transfer.”
6. Section 2.5 is amended
effective as of January 1, 2005 by amending and restating the
first sentence of such Section to read as follows:
“Each Qualified Employee who,
for the Plan Year, is eligible to contribute to the Qualified
401(k) Plan, is eligible to receive a Restoration Matching
Credit.”
7. Section 2.6(b) is
amended and restated effective as of January 1, 2005 to read
as follows:
“(b) is an executive
officer of the Company or a Subsidiary; and”
8. Section 3.1(e) is
amended effective as of January 1, 2005 by adding a new clause
(v) to read as follows:
“(v) Distribution
Elections . If a Participant has made different
distribution elections for amounts credited under Sections 3.2,
3.3, 3.4 and 3.5 for particular Plan Years, then, the Administrator
will maintain separate subaccounts within each Account, each of
which will evidence amounts credited to the Account pursuant to any
such election with respect to which the Participant has elected an
identical form and timing of distribution.”
9. Section 3.2(a)(ii) is
amended effective as of January 1, 2005 by adding the
following language to the end of such Section:
“Notwithstanding the preceding
sentence, the special 30-day rule is only applicable to a Qualified
Employee who was not previously eligible to participate in the Plan
or any other non-qualified deferred compensation plan maintained by
the Company or an Affiliate that would be treated as a single plan
with the Plan under Code section 409A.”
10. Section 3.2(b)(ii) is
amended effective as of January 1, 2005 by adding the
following language to the end of such Section:
“Notwithstanding the preceding
sentence, the special 30-day rule is only applicable to a Qualified
Employee who was not previously eligible to participate in the Plan
or any other non-qualified deferred compensation plan maintained by
the Company or an Affiliate that would be treated as a single plan
with the Plan under Code section 409A.”
11. Section 3.2(b)(iv) is
amended and restated effective as of January 1, 2005 to read
as follows:
“(iv) Any election
pursuant to this subsection for a Plan Year by an Employee
Participant after the first day of the Plan Year applies only to
that percentage of the Annual Bonus that is equal to the ratio of
the number of days in the Plan Year after the effective date of the
election over this total number of days in the Plan
Year.”
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12. Section 3.2(c) is
deleted effective as of January 1, 2005 and
Section 3.2(d) is redesignated as
Section 3.2(c).
13. Section 3.6(j)(v) is
amended effective as of January 1, 2005 by replacing the
phrase “Company and its Affiliates” in the first
sentence of such Section with “Company and its
Subsidiaries.”
14. Section 3.7(c) is
amended effective as of January 1, 2005 by amending and
restating the first sentence of Section 3.7(c) to read as
follows:
“With respect to any amount
credited to the Participant’s Supplemental Matching Account
(and related earnings credits) for a given Plan Year, the
Participant will vest 100% in such amount as of the last day of the
second Plan Year following the Plan Year for which the supplemental
matching credit is credited to the Participant’s
Account.”
15. Section 4.1(a)(i) is
amended effective as of January 1, 2005 by adding the
following language to the end of such Section:
“Notwithstanding the
foregoing, Participants may be provided a one-time opportunity on
or before December 31, 2006 to elect to either delay or cancel
each date made in a prior election provided a Participant may not
change a payment election either (1) with respect to payments
that he or she would otherwise receive in 2006, or (2) to
cause payments to be made in 2006.”
16. Section 4.1(a)(iii) is
amended and restated effective as of January 1, 2005 to read
as follows:
“(iii) A Participant will
be provided with one opportunity to elect to delay each date
specified in an election made pursuant to clause (i). An
election pursuant to this clause will not have any effect unless
the election (1) is made on a properly completed form received
by the Administrator at least twelve (12) months prior to the
date that the Participant’s first sch
