CERIDIAN CORPORATION 2004 LONG-TERM STOCK INCENTIVE PLANExecutive Compensation Plan Agreement |
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EXHIBIT 10.2
CERIDIAN CORPORATION
2004 LONG-TERM STOCK INCENTIVE PLAN
Restricted Stock Award Agreement
(Non-employee Director)
THIS AGREEMENT between you, [NAME], and Ceridian Corporation, a Delaware corporation (the “Company”), is dated as of [GRANT DATE] (the “Date of Grant”) and evidences the grant of a Restricted Stock award pursuant to the 2004 Long-Term Stock Incentive Plan of the Company (the “Plan”). Any capitalized term used in this Agreement which is defined in the Plan shall have the same meaning as set forth in the Plan.
1.
Award. Effective as of the Date of Grant, the
Company has granted to you [NUMBER OF SHARES] shares of the common
stock, par value $0.01 per share (the “Awarded Shares”), subject to
the terms and conditions set forth in this Agreement and the Plan.
2.
Restrictions on Transferability. Awarded Shares may not be sold,
transferred, assigned, pledged or otherwise used as collateral by you unless and
until, and then only to the extent that, restrictions on transferability shall
have lapsed in accordance with the Plan and this Agreement. In this
Agreement, the lapsing of such transferability restrictions is referred to as
“vesting,” and Awarded Shares that are no longer subject to such
transferability restrictions are referred to as “vested.”
3.
Book-Entry Registration. Ownership of Awarded Shares which are
not yet vested shall not be evidenced by a stock certificate, but rather shall
be evidenced by an entry in a certificateless book-entry stock account
maintained by the Company’s transfer agent for its common stock (the
“Transfer Agent”). The Transfer Agent and you will receive
written notification from the Company of the vesting of all or a portion of
your Awarded Shares, and you will receive instructions on how you may transfer
or obtain a stock certificate for your unrestricted shares. To facilitate
the transfer to the Company of any Awarded Shares that you might subsequently
forfeit in accordance with the terms of this Agreement, you agree to sign and
promptly return to the Company with a signed copy of this Agreement such stock
power(s) as the Company may request.
4.
Vesting of Awarded Shares. Subject to Section 5 of this
Agreement, [VESTING PERCENTAGE] percent of the Awarded Shares will vest
on each of the first [YEARS OF VESTING] anniversary dates of the Date of
Grant, provided you continue to be a director of the Company on each such
vesting date.
5.
Termination of Service. If your service as a member of the
Board terminates by reason of death, Disability (as defined in Section 8
of this Agreement) or not standing for re-election to the Board, all unvested
Awarded Shares shall immediately and fully vest. If you voluntarily
resign from the Board (which does not include the submission of an offer not to
stand for re-election as a director in accordance with Company policies) prior
to a Change of Control (as defined in
Section 9 of this Agreement), all unvested Awarded Shares shall immediately be forfeited to the Company. If your service as a member of the Board terminates for any reason other than as specified above prior to a Change of Control, the portion of the Participant’s Awarded Shares that were scheduled to vest on the next vesting date following the date of such termination shall immediately vest, but all remaining unvested Awarded Shares shall immediately be forfeited to the Company.
6.
Impact of a Change of Control. If a Change of Control (as defined in
Section 8 of this Agreement) of the Company occurs, all Award Shares will
immediately vest.
7.
Dividends and Distributions. Any dividends or distributions
(including regular, periodic cash dividends) paid with respect to Awarded
Shares that have not yet vested will be subject to the same restrictions on
transferability and the possibility of forfeiture to the Company as the Awarded
Shares to which the dividends or distributions relate. To facilitate the
enforcement of this provision, any such dividends or distributions paid with
respect to unvested Awarded Shares shall be held by the Company or its agent
designated for the purpose until such time as the Awarded Shares to which the
dividends or distributions relate vest or are forfeited. If such Shares
vest, the dividends or distributions with respect thereto shall be paid or transferred
to you at the time the certificate representing such Shares is provided to
you. If such Shares are forfeited, all of your right, title and interest
in and to such dividends and distributions shall automatically be transferred
to the Company, and you agree to execute any documents evidencing such transfer
as may be requested by the Company, either at the time of such transfer or in
anticipation of such transfer becoming necessary.
8.
Certain Definitions. For purposes of this Agreement, the following
additional definitions will apply:
(a)
“Change of Control”
shall mean the first of the following events to occur:
(i) &nbs
