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EXHIBIT 10.02
AMENDMENT NO. 1
TO THE PERSONNEL AGREEMENT
BETWEEN
ARBITRON INC.
AND
CERIDIAN CORPORATION
THIS AMENDMENT NO. 1 TO THE PERSONNEL AGREEMENT by and between Arbitron Inc., a
Delaware Corporation formerly known as Ceridian Corporation ("Arbitron"), and
Ceridian Corporation, a Delaware corporation formerly known as New Ceridian
Corporation ("Ceridian"), is entered into as of April 3, 2001.
WHEREAS, Arbitron and Ceridian entered into a Personnel Agreement dated as of
February 14, 2001 (the "Personnel Agreement");
WHEREAS, the Personnel Agreement provided for the conversion of stock options
and restricted stock based on the relationship between the trading prices of
Arbitron prior to the Distribution Date and Arbitron and Ceridian after the
Distribution Date, so that the intrinsic value of the stock options before the
Distribution Date will be equivalent to the intrinsic value of the stock options
after the Distribution Date;
WHEREAS, on the Distribution Date, Arbitron was removed from the S&P 500 and
Ceridian was added to the S&P 400, this substantially increased the trading
volume and impacted the price of Ceridian before and after the Distribution
Date;
WHEREAS, Arbitron and Ceridian wish to amend the Personnel Agreement to (1)
adjust the stock option conversion formulas for Ceridian employees and retirees,
decedents and certain other former Arbitron employees to remove the external
impact of the large volume of trading in Ceridian's stock as a result of the
changes in the S&P 500 and S&P 400, (2) adjust the restricted stock conversion
formulas to remove the external impact of the large volume of trading in
Ceridian's stock as a result of the changes in the S&P 500 and S&P 400, and (3)
to adjust the Arbitron stock option formulas to reflect the fact that Arbitron
traded on a post reverse spin and post reverse stock split basis after the
Distribution Date;
NOW, THEREFORE, in consideration of the foregoing premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section 5.4. The text of Section 5.4 shall be deleted in its entirety
and be replaced with the following:
"5.4 Corporation Stock Option Plans. The Corporation shall continue in
effect each stock option plan under which any person holds an
outstanding option to purchase shares of the Corporation's common stock
after the Effective Time. Except as otherwise provided in Section 5.5,
each Ceridian Option held by a person other than a New Ceridian
Optionee, whether or not exercisable as of the Effective Time, shall be
adjusted in accordance with the following rules.
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(a) The price to be paid for each share of Arbitron common
stock under the option shall be equal to the product of the
per share exercise price of the Ceridian Option and the
Arbitron Price Ratio, such product to be rounded to the
nearest whole cent; and
(b) The number of shares of Arbitron common stock to be issued
in the exchange shall be equal to the quotient obtained by
dividing the number of shares covered by the existing Ceridian
Option by the Arbitron Price Ratio; such quotient to be
rounded to the nearest full share."
2. Section 5.5. The text of Section 5.5 shall be deleted in its entirety
and be replaced with the following:
"5.5 Retiree, Decedent and Other Options. Any Arbitron Option held by
(i) a Former Arbitron Employee or Former New Ceridian Employee who was
entitled to continue benefits as a retired employee of the Corporation
following his or her termination of employment, (ii) a retired
non-employee director of the Corporation, (iii) the successors of an
individual who is deceased, or (iv) a former director of ABR
Information Services, Inc. shall, notwithstanding the preceding
provisions of this article, be converted to separate options to
purchase common stock of Arbitron (an "Arbitron Retiree Option") and
New Ceridian (a "New Ceridian Retiree Option") as follows:
(a) The number of shares subject to each New Ceridian Retiree
Option shall be equal to the product of (i) the number of
shares subject to the related Ceridian Option and (ii) a
fraction, the numerator of which is the exercise price per
share of the related Ceridian Option and the denominator of
which is the sum of (x) the exercise price per share of the
New Ceridian retiree Option plus (y) a fraction, the numerator
of which is the exercise price per share of the Arbitron
Retiree Option and the denominator of which is five, which
product shall be rounded to the nearest whole share.
(b) The exercise price per share of each New Ceridian Retiree
Option shall be equal to the product of (i) New Ceridian
Post-Distribution Price and (ii) a fraction, the numerator of
which is equal to the exercise price per share of the related
Ceridian Option and the denominator of which is the closing
price of Ceridian Common Stock on the last trading day
immediately before the Distribution Date, which product shall
be rounded to the nearest whole cent.
(c) The number of shares subject to each Arbitron Retiree
Option shall be an amount equal to the quotient of the number
of shares subject to each New Ceridian Retiree Option (as
determined under paragraph (a) above) divided by five, which
quotient shall be rounded to the nearest whole share.
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(d) The exercise price per share of each Arbitron Retiree
Option shall be equal to the product of (i) the Arbitron
Post-Distribution Stock Price by (ii) a fraction, the
numerator of which is the exercise price per share of the
related Ceridian Option and the denominator of which is the
closing price of Ceridian Common Stock on the last trading day
immediately before the Distribution Date, which product shall
be rounded to the nearest whole cent."
3. Section 5.7. The text of Section 5.7 shall be deleted in its entirety
and be replaced with the following:
"5.7 Option Definitions. For purposes of this Article,
(a) "Arbitron Post-Distribution Price" shall be the quotient
obtained by dividing the volume-weighted average price of the
common stock of Arbitron during the three consecutive trading
days immediately following the Distribution Date.
(b) "Arbitron Price Ratio" shall be the quotient obtained by
dividing the Arbitron Post-Distribution Price by the Ceridian
Pre-Distribution Price.
(c) "Ceridian Pre-Distribution Price" shall be the
volume-weighted average price of the common stock of the
Corporation during the three consecutive trading days
immediately prior to the Distribution Date.
(d) New Ceridian Post-Distribution Price" shall be equal to
the opening price of common stock of New Ceridian on the first
trading day immediately following the Distribution Date.
(e) "New Ceridian Price Ratio" shall be the quotient obtained
by dividing the New Ceridian Post-Distribution Price by the
closing price of Ceridian Common Stock on the last trading day
immediately before the Distribution Date."
4. Section 5.9. The text of Section 5.9 shall be deleted in its entirety
and be replaced with the following:
"5.9 Restricted Stock. Before the Effective Time, New Ceridian
shall establish (and the Corporation as sole stockholder of
New Ceridian shall approve) a restricted stock plan that will
benefit the New Ceridian Employees and the members of the
board of directors of New Ceridian who, as of the Effective
Time, hold restricted stock under one or more restricted stock
plans of the Corporation. The shares of New Ceridian common
stock issued as a distribution in respect of such shares of
restricted stock shall remain subject to the same restrictions
to which such restricted shares were subject. In addition, New
Ceridian shall, to the extent that the cessation of employment
or of a directorship with the Corporation at the Effective
Time causes the forfeiture of any such restricted stock,
provide for the distribution of shares of New Ceridian common
stock to the affected persons, subject to the same
restrictions to which the forfeited stock was subject, under
the new restricted stock plan. The number of shares of New
Ceridian common stock subject to such replacement award shall
be equal to the product of (i) the number
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of such forfeited shares of restricted stock and/or deferred
stock (adjusted for the one-for-five reverse stock split) by
(ii) a fraction, the numerator of which is the Arbitron
Post-Distribution Price and the denominator of which is the
New Ceridian Post-Distribution Price, such product to be
rounded to the nearest whole share."
5. Full Force. Except as amended pursuant to this Agreement, the Personnel
Agreement shall remain in full force and effect in accordance with its
original terms.
6. Definitions. To the extent a term is not defined herein, such term
shall have the meaning provided for in the Personnel Agreement.
7. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such
counterparts have been signed by each of the parties and delivered to
the other party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first above written.
ARBITRON INC. CERIDIAN CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Executive Vice President Its: Vice President, General Counsel
and Secretary
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