EXHIBIT 10.16
INDEMNIFICATION AGREEMENT
This Agreement, made and entered into this day of
, 19 , ("Agreement"), by and between Ceridian
Corporation, a Delaware corporation ("Company"), and
("Indemnitee"):
WHEREAS, highly competent persons may be reluctant to
serve publicly-held corporations as directors or in other
capacities unless they are provided with adequate protection
through insurance or adequate indemnification against risks of
claims and actions against them arising out of their service to
and activities on behalf of such corporations; and
WHEREAS, the Board of Directors of the Company has
determined that difficulties in attracting and retaining such
persons are detrimental to the best interests of the Company's
stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection
in the future; and
WHEREAS, it is reasonable, prudent and necessary for
the Company contractually to obligate itself to indemnify such
persons to the fullest extent permitted by applicable law so that
they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified; and
WHEREAS, Indemnitee is willing to serve, continue to
serve and to take on additional service for or on behalf of the
Company on the condition that Indemnitee be so indemnified;
NOW, THEREFORE, in consideration of the premises and
the covenants contained herein, the Company and Indemnitee do
hereby covenant and agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement the following terms shall
have the meaning given here:
1.01 "Board" shall mean the Board of Directors of the
Company.
1.02 "Change of Control" shall mean any of the following
events:
(a) Unless approved by the affirmative vote of at
least two-thirds (2/3) of those members of the
Board who are in office immediately prior to the
event(s) and who are not employees of the Company:
(l) the merger or consolidation of the Company
with, or the sale of all or substantially all
of the assets of the Company to, any person
or entity or group of associated persons or
entities; or
(2) the direct or indirect beneficial ownership
in the aggregate of securities of the Company
representing twenty percent (20%) or more of
the total combined voting power of the
Company's then issued and outstanding
securities by any person or entity, or group
of associated persons or entities acting in
concert, not affiliated (within the meaning
of the Securities Act of 1933) with the
Company as of the date of this Agreement; or
(3) the stockholders of the Company approve any
plan or proposal for the liquidation or
dissolution of the Company.
(b) A change in the composition of the Board at any
time during any consecutive twenty-four (24) month
period such that the "Continuity Directors" cease
for any reason to constitute at least a seventy
percent (70%) majority of the Board. For purposes
of this clause (b), "Continuity Directors" means
those members of the Board who either:
(1) were directors at the beginning of such
consecutive twenty-four (24) month period; or
(2) were elected by, or on the nomination or
recommendation of, at least a two-thirds
(2/3) majority (consisting of at least eight
directors) of the then-existing Board.
1.03 "Corporate Status" describes the status of a person
who is or was a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which
such person is or was serving at the express written request of
the Company.
1.04 "Disinterested Director" means a director of the
Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.
1.05 "Effective Date" means , 19 .
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1.06 "Enterprise" shall mean the Company and any other
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at
the express written request of the Company as a director,
officer, employee, agent or fiduciary.
1.07 "Expenses" shall include all reasonable attorneys'
fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a
witness in a Proceeding.
1.08 "Good Faith" shall mean Indemnitee having acted in
good faith and in a manner Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company, and, with
respect to any criminal Proceeding, having had no reasonable
cause to believe Indemnitee's conduct was unlawful.
1.09 "Independent Counsel" means a law firm, or a member
of a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past five years has been,
retained to represent: (i) the Company or Indemnitee in any
matter material to either such party, or (ii) any other party to
the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or
Indemnitee in an action to determine Indemnitee's rights under
this Agreement.
1.10 "Proceeding" includes any action, suit, arbitration,
alternate dispute resolution mechanism. investigation,
administrative hearing or any other actual, threatened or
completed proceeding whether civil, criminal, administrative or
investigative, other than one initiated by Indemnitee. For
purposes of the foregoing sentence, a "Proceeding" shall not be
deemed to have been initiated by Indemnitee where Indemnitee
seeks pursuant to Article VIII of this Agreement to enforce
Indemnitee's rights under this Agreement.
ARTICLE II
TERM OF AGREEMENT
This Agreement shall continue until and terminate upon the
later of: (i) 10 years after the date that Indemnitee shall have
ceased to serve as a director, officer, employee, agent or
fiduciary of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise which Indemnitee served at the express written request
of the Company; or (ii) the final termination of all pending
Proceedings in respect of which Indemnitee is granted rights of
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indemnification or advancement of expenses hereunder and of any
proceeding commenced by Indemnitee pursuant to Article VIII of
this Agreement relating thereto.
ARTICLE III
SERVICES BY INDEMNITEE, NOTICE OF PROCEEDINGS
3.01 Services. Indemnitee agrees to serve as a director.
Indemnitee may at any time and for any reason resign from such
position (subject to any other contractual obligation or any
obligation imposed by operation of law).
3.02 Notice of Proceeding. Indemnitee agrees promptly to
notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be
subject to indemnification or advancement of Expenses covered
hereunder.
ARTICLE IV
INDEMNIFICATION
4.01 In General. In connection with any Proceeding, the
Company shall indemnify, and advance Expenses, to Indemnitee as
provided in this Agreement and to the fullest extent permitted by
applicable law in effect on the date hereof and to such greater
extent as applicable law may thereafter from time to time permit.
4.02 Proceedings Other Than Proceedings by or in the Right
of the Company. Indemnitee shall be entitled to the rights of
indemnification provided in this Section 4.02 if, by reason of
Indemnitee's Corporate Status. Indemnitee is, or is threatened
to be made, a party to any Proceeding, other than a Proceeding by
or in the right of the Company. Indemnitee shall be indemnified
against Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in Good
Faith.
4.03 Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4.03 if, by reason of Indemnitee's
Corporate Status, Indemnitee is, or is threatened to be made, a
party to any Proceeding brought by or in the right of the Company
to procure a judgment in its favor. Indemnitee shall be
indemnified against Expenses, judgments, penalties, and amounts
paid in settlement, actually and reasonably incurred by
Indemnitee or on Indemnitee's behalf in connection with such
Proceeding if Indemnitee acted in Good Faith. Notwithstanding
the foregoing, no such indemnification shall be made in respect
of any claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged to be liable to the Company H
applicable law prohibits such indemnification; provided, however,
that, if applicable law so permits, indemnification shall
nevertheless be made by the Company in such event if and only to
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the extent that the Court of Chancery of the State of Delaware,
or the court in which such Proceeding shall have been brought or
is pending, shall determine.
4.04 Indemnification of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of
Indemnitee's Corporate Status, a party to and is successful, on
the merits otherwise, in any Proceeding, Indemnitee shall be
indemnified to the maximum extent permitted by law, against all
Expenses, judgments, penalties, fines, and amounts paid in
settlement, actually and reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection therewith. If Indemnitee is
not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee to the maximum extent permitted by law,
against all Expenses, judgments, penalties, fines, and amounts
paid in settlement, actually and reasonably incurred by
Indemnitee or on Indemnitee's behalf in connection with each
successfully resolved claim, issue or matter. For purposes of
this Section 4.04 and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as
to such claim, issue or matter, so long as there has been no
finding (either adjudicated or pursuant to Article VI) that
Indemnitee did not act in Good Faith.
4.05 Indemnification for Expenses of a Witness.
Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of Indemnitee's Corporate
Status, a witness in any Proceeding. Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee's behalf in connection therewith.
ARTICLE V
ADVANCEMENT OF EXPENSES
Notwithstanding any provision to the contrary in Article VI,
the Company shall advance all reasonable Expenses which, by
reason of Indemnitee's Corporate Status, were incurred by or on
behalf of Indemnitee in connection with any Proceeding, within
twenty days after the receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances,
whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded
or accompanied by an undertaking by or on behalf of Indemnitee to
repay any Expenses if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified against such
Expenses. Any advance and undertakings to repay pursuant to this
Article V shall be unsecured and interest free.
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ARTICLE VI
PROCEDURES FOR DETERMINATION OF
ENTITLEMENT TO INDEMNIFICATION
6.01 Initial request. To obtain indemnification under
this Agreement, Indemnitee shall submit to the Company a written
request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification. The Secretary of the
Company shall promptly advise the Board in writing that
Indemnitee has requested indemnification.
6.02 Method of Determination. A determination (if
required by applicable law) with respect to Indemnitee's
entitlement to indemnification shall be made as follows:
(a) if a Change in Control has occurred, unless
Indemnitee shall request in writing that such
determination be made in accordance with clause
(b) of this Section 6.02, the determination shall
be made by Independent Counsel in a written
opinion to the Board, a copy of which shall be
delivered to Indemnitee;
(b) if a Change of Control has not occurred, and
subject to Section 6.05, the determination shall
be made by the Board by a majority vote of a
quorum consisting of Disinterested Directors. In
the event that a quorum of the Board consisting of
Disinterested Directors is not obtainable or, even
if obtainable, such quorum of Disinterested
Directors so directs, the determination shall be
made by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered
to Indemnitee.
6.03 Selection, Payment, Discharge, of Independent
Counsel. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to
Section 6.02 of this Agreement, the Independent Counsel shall be
selected, paid, and discharged in the following manner:
(a) If a Change of Control has not occurred, the
Independent Counsel shall be selected by the
Board, and the Company shall give written notice
to Indemnitee advising Indemnitee of the identity
of the Independent Counsel so selected.
(b) If a Change of Control has occurred, the
Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that
such selection be made by the Board, in which
event clause (a) of this section shall apply), and
Indemnitee shall give written notice to the
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Company advising it of the identity of the
Independent Counsel so selected.
(c) Following the initial selection described in
clauses (a) and (b) of this Section 6.03,
Indemnitee or the Company, as the case may be,
may, within 7 days after such written notice of
selection has been given, deliver to the other
party a written objection to such selection. Such
objection may be asserted only on the ground that
the Independent Counsel so selected does not meet
the requirements of independent Counsel as defined
in Section 1.09 of this Agreement, and the
objection shall set forth with particularity the
factual basis of such assertion. Absent a proper
and timely objection, the person so selected shall
act as Independent Counsel. If such written
objection is made, the Independent Counsel so
selected may not serve as Independent Counsel
unless and until a court has determined that such
objection is without merit.
(d) Either the Company or Indemnitee may petition the
Court of Chancery of the State of Delaware or
other court of competent jurisdiction if the
parties have been unable to agree on the selection
of Independent Counsel within 20 days after
submission by Indemnitee of a written request for
indemnification pursuant to Section 6.01 of this
Agreement. Such petition may request a
determination whether an objection to the party's
selection is without merit and/or seek the
appointment as Independent Counsel of a person
selected by the Court or by such other person as
the Court shall designate. A person so appointed
shall act as Independent Counsel under Section
6.02 of this Agreement.
(e) The Company shall pay any and all reasonable fees
and expenses of Independent Counsel incurred by
such Independent Counsel in connection with acting
pursuant to this Agreement, and the Company shall
pay all reasonable fees and expenses incident to
the procedures of this Section 6.03, regardless of
the manner in which such Independent Counsel was
selected or appointed.
(f) Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 8.01
(C) of this Agreement. Independent Counsel shall
be discharged and relieved of any further
responsibility in such capacity (subject to the
applicable standards of professional conduct then
prevailing).
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6.04 Cooperation. Indemnitee shall cooperate with the
person, persons or entity making the determination with respect
to Indemnitee's entitlement to indemnification under this
Agreement, including providing to such person, persons or entity
upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any Costs or expenses
(including attorneys' fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the company
(irrespective of the determination as to Indemnitee's entitlement
to indemnification) and the Company hereby indemnifies and agrees
to hold Indemnitee harmless therefrom.
6.05 Payment. If it is determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made
within ten (10) days after such determination.
ARTICLE VII
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS
7.01 Burden of Proof. In making a determination with
respect to entitlement to indemnification hereunder, the person
or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in
accordance with Section 6.01 of this Agreement, and the Company
shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of
any determination contrary to that presumption.
7.02 Effect of Other Proceedings. The termination of any
Proceeding or of any claim, issue or matter therein, by judgment,
order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself adversely affect
the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in Good Faith.
7.03 Reliance as Safe Harbor. For purposes of any
determination of Good Faith, Indemnitee shall be deemed to have
acted in Good Faith if Indemnitee's action is based on the
records or books of account of the Enterprise, including
financial statements, or on information supplied to Indemnitee by
the officers of the Enterprise in the course of their duties, or
on the advice of legal counsel for the Enterprise or on
information or records given or reports made to the Enterprise by
an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Enterprise.
The provisions of this Section 7.03 shall not be deemed to be
exclusive or to limit in any way the other circumstances in which
the Indemnitee may be deemed to have met the applicable standard
of conduct set forth in this Agreement.
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7.04 Actions of Others. The knowledge and/or actions, or
failure to act, of any director, officer, agent or employee of
the Enterprise shall not be imputed to Indemnitee for Purposes of
determining the right to indemnification under this Agreement.
ARTICLE VIII
REMEDIES OF INDEMNITEE
8.01 Application. This Article VIII shall apply in the
event of a Dispute. For purposes of this Article, "Dispute",
shall mean any of the following events:
(a) a determination is made pursuant to Article VI of
this Agreement that Indemnitee is not entitled to
indemnification under this Agreement;
(b) advancement of Expenses is not timely made
pursuant to Article V of this Agreement;
(c) the determination of entitlement to be made
pursuant to Section 6.02 of this Agreement has not
been made within 90 days after receipt by the
Company of the request for indemnification;
(d) payment of indemnification is not made pursuant to
Section 4.05 of this Agreement within ten (10)
days after receipt by the Company of a written
request therefor; or
(e) payment of indemnification is not made within ten
(10) days after a determination has been made that
Indemnitee is entitled to indemnification or such
determination is deemed to have been made pursuant
to Article VI of this Agreement.
8.02 Adjudication. In the event of a Dispute, Indemnitee
shall be entitled to an adjudication in an appropriate court of
the State of Delaware, or in any other court of competent
jurisdiction, of Indemnitee's entitlement to such indemnification
or advancement of Expenses. Alternatively, Indemnitee, at
Indemnitee's option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association. Indemnitee shall commence such
proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has
the right to commence such proceeding pursuant to this Section
8.02. The Company shall not oppose Indemnitee's right to seek
any such adjudication or award in arbitration.
8.03 De Novo Review. In the event that a determination
shall have been made pursuant to Article VI of this Agreement
that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Article VIII
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shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination. In any such proceeding
or arbitration, the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be.
8.04 Company Bound. If a determination shall have been
made or deemed to have been made pursuant to Article VI of this
Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial
proceeding or arbitration absent (i) a misstatement by Indemnitee
of a material fact or an omission of a material fact necessary to
make Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law.
8.05 Procedures Valid. The Company shall be precluded
from asserting in any judicial proceeding or arbitration
commenced pursuant to this Article VIII that the procedures and
presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions
of this Agreement.
8.06 Expenses of Adjudication. In the event that
Indemnitee, pursuant to this Article VIII, seeks a judicial
adjudication of or an award in arbitration to enforce
Indemnitee's rights under, or to recover damages for breach of
this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and
all expenses (of the types described in the definition of
Expenses in Section 1.07 of this Agreement) actually and
reasonably incurred by Indemnitee in such adjudication or
arbitration, but only if Indemnitee prevails therein. If it
shall be determined in such adjudication or arbitration that
Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses
incurred by Indemnitee in connection with such adjudication or
arbitration shall be appropriately prorated.
ARTICLE IX
NON-EXCLUSIVITY, INSURANCE, SUBROGATION
9.01 Non-Exclusivity. The rights of indemnification and
to receive advancement of Expenses as provided by this Agreement
shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the
Certificate of Incorporation, the By-Laws, any agreement, a vote
of stockholders or a resolution of directors, or otherwise. No
amendment, alteration, rescission or replacement of this
Agreement or any provision hereof shall be effective as to
Indemnitee with respect to any action taken or omitted by such
Indemnitee in Indemnitee's Corporate Status prior to such
amendment, alteration, rescission or replacement.
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9.02 Insurance. The Company may maintain an insurance
policy or policies against liability arising out of this
Agreement or otherwise.
9.03 Subrogation. In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such
rights.
9.04 No Duplicative Payment. The Company shall not be
liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.
ARTICLE X
GENERAL PROVISIONS
10.01 Successors and Assigns. This Agreement shall be
binding upon the Company and its successors and assigns and shall
inure to the benefit of Indemnitee and Indemnitee's heirs,
executors and administrators.
10.02 Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever:
(a) the validity, legality and enforceability of the
remaining provisions of this Agreement (including
without limitation, each portion of any Section of
this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is
not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired
thereby, and
(b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation,
each portion of any Section of this Agreement
containing any such provision held to be invalid,
illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent
manifested by the provision held invalid, illegal
or unenforceable.
10.03 No Adequate Remedy. The parties declare that it is
impossible to measure in money the damages which will accrue to
either party by reason of a failure to perform any of the
obligations under this Agreement. Therefore, if either party
shall institute any action or proceeding to enforce the
provisions hereof, such party against whom such action or
proceeding is brought hereby waives the claim or defense that
such party has an adequate remedy at law, and such party shall
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not urge in any such action or proceeding the claim or defense
that the other party has an adequate remedy at law.
10.04 Identical Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement. Only one such
counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this
Agreement.
10.05 Headings. The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the
construction thereof.
10.06 Modification and Waiver. No supplement, modification
or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No waiver of any of
the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions thereof (whether or
not similar) nor shall such waiver constitute a continuing
waiver.
10.07 Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if (i) delivered by hand and receipted
for by the party to whom said notice or other communication shall
have been directed, or (ii) mailed by certified or registered
mail with postage prepaid, on the third business day after the
date on which it is so mailed:
If to Indemnitee, to: As shown with Indemnitee's
Signature below.
If to the Company to: Ceridian Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Office of the General Counsel
or to such other address as may have been furnished to Indemnitee
by the Company or to the Company by Indemnitee, as the case may
be.
10.08 Governing Law. The parties agree that this Agreement
shall be governed by, and construed and enforced in accordance
with, the laws of the state of Delaware without application of
the conflict of laws principles thereof.
10.09 Entire Agreement. This Agreement constitutes the
entire agreement and understanding between the parties hereto in
reference to all the matters herein agreed upon. This Agreement
replaces in full all prior indemnification agreements or
understandings of the parties hereto, and any all such prior
agreements or understandings are hereby rescinded by mutual
agreement.
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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.
ATTEST: CERIDIAN CORPORATION
By: By:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice President and Secretary
[NAME]
Address:
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