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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 2.2 Amendment No. 1 to the Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of Ceridian Corporation
- 3.2 Amended and Restated Bylaws of Ceridian Corporation
- 3.3 Amended Articles of Incorporation of Abr Information Services, Inc.
- 3.4 Bylaws of Abr Information Services, Inc.
- 3.5 Articles of Incorporation of Abr Properties, Inc.
- 3.6 Amended Bylaws of Abr Properties, Inc.
- 3.7 Articles of Incorporation of Ceridian Benefits Services, Inc.
- 3.8 Bylaws of Ceridian Benefits Services, Inc.
- 3.9 Certificate of Incorporation of Ceridian Canada Holdings, Inc.
- 3.10 Bylaws of Ceridian Canada Holdings, Inc.
- 3.11 Certificate of Incorporation of Ceridian Recruiting Solutions, Inc.
- 3.12 Bylaws of Ceridian Recruiting Solutions, Inc.
- 3.13 Certificate of Incorporation of Ceridian Tax Service, Inc.
- 3.14 Bylaws of Ceridian Tax Service, Inc.
- 3.15 Amended Articles of Incorporation of Ceridian Retirement Plan Services, Inc.
- 3.16 Amended Bylaws of Ceridian Retirement Plan Services, Inc.
- 3.17 Amended Articles of Incorporation of Comdata Network, Inc.
- 3.18 Amended Bylaws of Comdata Network, Inc.
- 3.19 Amended and Restated Charter of Comdata Network, Inc of Australia
- 3.20 Bylaws of Comdata Network, Inc. of Australia
- 3.21 Articles of Incorporation of Comdata Network, Inc. of California
- 3.22 Bylaws of Comdata Network, Inc. of California
- 3.23 Second Amended and Restated Certificate of Incorporation of Comdata Processing
- 3.24 Amended and Restated Bylaws of Comdata Processing Systems, Inc.
- 3.25 Amended Certificate of Incorporation of Comdata Stored Value Solutions, Inc.
- 3.26 Bylaws of Comdata Stored Value Solutions, Inc.
- 3.27 Certificate of Incorporation of Comdata Telecommunications Services, Inc.
- 3.28 Amended and Restated Bylaws of Comdata Telecommunications Services, Inc.
- 3.29 Articles of Incorporation of FTB Insurance Agency, Inc.
- 3.30 Bylaws of FTB Insurance Agency, Inc.
- 3.31 Articles of Incorporation of Intertax, Inc.
- 3.32 Bylaws of Intertax, Inc.
- 4.1 Indenture
- 4.2 First Supplemental Indenture
- 4.3 Registration Rights Agreement
- 10.1 Amended and Restated Executive Employment Agreement - Kathryn V. Marinello
- 10.2 Amended and Restated Executive Employment Agreement - Gregory J. Macfarlane
- 10.3 Amended and Restated Executive Employment Agreement - Michael F. Shea
- 10.4 Amended and Restated Executive Employment Agreement - Kairus K. Tarapore
- 10.5 Executive Employment Agreement - Perry H. Cliburn
- 10.6 Ceridian Corporation Deferred Compensation Plan (2002 Revision)
- 10.7 First Declaration of Amendment to Ceridian Corp. Deferred Compensation Plan
- 10.8 Ceridian Corporation 2007 Stock Incentive Plan
- 10.9 Form of Senior Executive Form of Stock Option Agreement
- 10.10 Form of Non-senior Executive Stock Option Agreement
- 10.11 Ceridian Corporation Benefit Equalization Plan, As Amended
- 10.12 Ceridian Corporation Benefit Equalization Plan, First Declaration of Amendment
- 10.13 Ceridian Corporation Benefit Equalization Plan, Second Declaration of Amendment
- 10.14 Ceridian Corporation Benefit Equalization Plan, Third Declaration of Amendment
- 10.15 Ceridian Corporation Benefit Equalization Plan, Fourth Declaration of Amendment
- 10.16 Ceridian Corporation Employees' Benefit Protection Trust Agreement
- 10.17 First Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.18 Second Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.19 Third Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.20 Fourth Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.21 Form of Indemnification Agreement
- 10.22 Form of Change of Control Severance Policy
- 10.23 Stockholders Agreement
- 10.24 Registration Rights Agreement
- 10.25 Credit Agreement
- 10.26 Management Agreement with Fidelity National Financial, Inc.
- 10.27 Management Agreement with THL Managers VI, LLC
- 12.1 Statement Re Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Ceridian
- 23.1 Consent of Independent Registered Public Accounting Firm - KPMG LLP
- 25.1 Form T-1 Statement of Eligibility
- 25.2 Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939
- 99.1 Form of Letter to Brokers
- 99.2 Form of Letter to Clients
- CORRESP Corresp
- 15 Dec 08 Registration of securities issued in business combination transactions (amended)
- 26 Nov 08 Registration of securities issued in business combination transactions (amended)
- 12 Sep 08 Registration of securities issued in business combination transactions (amended)
- 30 Jul 08 Registration of securities issued in business combination transactions
Exhibit 10.20
TRUST AGREEMENT FOR
CERIDIAN CORPORATION
EXECUTIVE BENEFIT PROTECTION TRUST NUMBER ONE
FOURTH DECLARATION OF AMENDMENT
Pursuant to the retained power of amendment contained in Section 7.1 of the Trust Agreement for Ceridian Corporation Executive Benefit Protection Trust Number One (the “Trust Agreement”), the undersigned hereby amend the Trust Agreement in the manner described below.
1. Section 3.2 of the Trust Agreement is amended by adding an unnumbered paragraph to the end of such Section to read as follows:
“Notwithstanding anything in this Trust Agreement to the contrary, the Trustee shall not permit any portion of the Trust Fund to be located outside of the United States in violation of Section 409A(b)(1) of the Code.”
The foregoing amendment is effective as of October 25, 2006.
To acknowledge and affirm the foregoing amendments, the undersigned have caused this instrument to be executed by their duly authorized officers.
U.S. BANK NATIONAL ASSOCIATION | CERIDIAN CORPORATION | |||||||
By: | /s/ Deborah Burnett | By: | /s/ Gary M. Nelson | |||||
Name: | Deborah Burnett | Name: | Gary M. Nelson | |||||
Title: | Assistant Vice President | Title: | Executive Vice President | |||||
Date: | October 23, 2006 | Date: | October 25, 2006 | |||||
By: | /s/ Michael Hay | By: | /s/ William E. McDonald | |||||
Name: | Michael Hay | Name: | William E. McDonald | |||||
Title: | Vice President | Title: | Deputy Secretary | |||||
Date: | October 23, 2006 | Date: | October 25, 2006 |
STATE OF MINNESOTA | ) | |||||||
) | ss. | |||||||
COUNTY OF HENNEPIN | ) |
On this 25th day of October, 2006, before me personally appeared Gary M. Nelson and William E. McDonald, to me personally known, who, being each by me duly sworn, did say that they are respectively the Executive Vice President and Deputy Secretary of Ceridian Corporation, the corporation named in the foregoing instrument and that the instrument was signed on behalf of the corporation, and they acknowledged the instrument to be the free act and deed of said corporation.
/s/ Patricia Esterley |
Notary |
STATE OF MINNESOTA | ) | |||||||
) | ss. | |||||||
COUNTY OF RAMSEY | ) |
On this 23 day of October, 2006, before me personally appeared Deborah Burnett and Michael Hay, to me personally known, who, being each by me duly sworn, did say that they are respectively the Assistant Vice President and Vice President of U.S. Bank National Association, the national banking association named in the foregoing instrument and that the instrument was signed on behalf of the association, and they acknowledged the instrument to be the free act and deed of the association.
/s/ Kathleen Donnelly |
Notary |
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