X0202 4 2007-11-09 1 0001124887 CERIDIAN CORP /DE/ CEN 0001204437 NELSON GARY M C/O CERIDIAN CORPORATION 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS MN 55425 0 1 0 0 EVP & Secretary Common Stock 2007-11-09 4 D 0 27719 36.00 D 0 D Common Stock 2007-11-09 4 D 0 5001 36.00 D 0 I 401(k) Employee Stock Option (Right to Buy) 14.55 2007-11-09 4 D 0 50750 D 2006-01-21 2008-01-21 Common Stock 50750 0 D Employee Stock Option (Right to Buy) 20.56 2007-11-09 4 D 0 47690 D 2007-01-31 2009-01-31 Common Stock 47690 0 D Employee Stock Option (Right to Buy) 18.16 2007-11-09 4 D 0 53485 D 2008-02-24 2010-02-24 Common Stock 53485 0 D Employee Stock Option (Right to Buy) 25.81 2007-11-09 4 D 0 56870 D 2009-02-17 2011-02-17 Common Stock 56870 0 D Employee Stock Option (Right to Buy) 33.02 2007-11-09 4 D 0 45697 D 2010-05-26 2012-05-26 Common Stock 45697 0 D Restricted Stock Units 2007-11-09 4 D 0 6326 0 D Common Stock 6326 0 D Restricted Stock Units 2007-11-09 4 D 0 6890 0 D Common Stock 6890 0 D Employee Stock Option (Right to Buy) 20.35 2007-11-09 4 D 0 20202 D 2001-10-21 2008-10-21 Common Stock 20202 0 D Employee Stock Option (Right to Buy) 14.80 2007-11-09 4 D 0 26936 D 2002-10-20 2009-10-20 Common Stock 26936 0 D Employee Stock Option (Right to Buy) 20.35 2007-11-09 4 D 0 20202 D 2001-02-15 2008-10-21 Common Stock 20202 0 D Employee Stock Option (Right to Buy) 14.80 2007-11-09 4 D 0 26936 D 2002-02-15 2009-10-20 Common Stock 26936 0 D Phantom Stock 2007-11-09 4 D 0 16269 D Common Stock 16269 0 D Pursuant to the Agreement and Plan of Merger dated as of May 30, 2007, and amended as of July 30, 2007, by and among the Issuer, Foundation Holdings, Inc. and Foundation Merger Sub, Inc., a wholly owned subsidiary of Foundation Holdings, Inc. (the "Merger Agreement"), on November 9, 2007, immediately upon the effectiveness of the merger of Foundation Merger Sub, Inc. with and into the Issuer (the"Merger"), each of the 24,748 shares of Issuer's common stock, 2,971 shares of restricted Issuer's common stock, and 5,001 shares of Issuer's common stock held in the Issuer's 401(k) Plan by the Reporting Person were cancelled and converted into the right to receive $36.00 in cash, without interest, and less any applicable withholding taxes. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. Pursuant to the Merger Agreement, each outstanding stock option to acquire Issuer's common stock, whether vested or not vested, that remained outstanding as of the effective time of the Merger was cancelled and converted into the right to receive a cash payment equal to the number of shares of Issuer's common stock underlying the option multiplied by the amount (if any) by which $36.00 exceeds the applicable exercise price of the option, less any applicable withholding taxes. Pursuant to the Merger Agreement, immediatley upon the effectiveness of the Merger, each outstanding restricted stock unit held by the Reporting Person was cancelled and converted into the right to receive $36.00 per unit, without interest, and less any applicable withholding taxes. Pursuant to the Merger Agreement, immediately upon the effectiveness of the Merger, all amounts held in the Reporting Person's account under the Issuer's deferred compensation plans that are denominated in Issuer common stock, were cancelled and converted into the right to receive $36.00 in cash, without interest, and less any applicable withholding taxes. 1-for-1 William E. McDonald, Attorney-in-fact pursuant to a power of attorney as previously filed with the SEC 2007-11-09