Exhibit 10.10
C ERIDIAN H OLDING C ORP .
2007 S TOCK I NCENTIVE P LAN
S TOCK O PTION A GREEMENT
R EFERENCE N UMBER : 2007-B
SECTION 1. GRANT OF
OPTION.
(a) Option . On the terms and
conditions set forth in this Agreement and each Notice of Stock
Option Grant referencing this Agreement (the “ Notice
”), the Company grants to the Optionee on the Date of Grant
an option to purchase at the Exercise Price a number of Shares, all
as set forth in the Notice. Each such Notice, together with this
referenced Agreement, shall be a separate option governed by the
terms of this Agreement. This option is intended to be a
Nonstatutory Option.
(b) Defined Terms . This
option is granted under and subject to the terms of the Plan, which
is incorporated herein by this reference. Capitalized terms are
defined in Section 14 of this Agreement.
SECTION 2. RIGHT TO
EXERCISE.
Subject to the conditions set forth
in this Agreement, all or part of this option may be exercised
prior to its expiration at the time or times set forth in the
Notice.
SECTION 3. NO TRANSFER OR
ASSIGNMENT OF OPTION.
This option and the rights and
privileges conferred hereby shall not be transferred, assigned,
pledged or hypothecated (whether by operation of law or otherwise),
except set forth in Section 12(a) of the Plan, and shall not
be subject to execution, attachment or other similar
process.
SECTION 4. EXERCISE
PROCEDURES.
(a) Notice of Exercise . The
Optionee or the Optionee’s representative may exercise this
option by giving written notice to the Company specifying the
election to exercise this option, the number of Shares for which it
is being exercised and the form of payment. Exhibit A is an
example of a “ Notice of Exercise ”. The Notice
of Exercise shall be signed by the person exercising this option.
In the event that this option is being exercised by the
Optionee’s representative, the notice shall be accompanied by
proof (satisfactory to the Company) of the representative’s
right to exercise this option. The Optionee or the Optionee’s
representative shall deliver to the Company, at the time of giving
the notice, payment in a form permissible under Section 5 for
the full amount of the Purchase Price.
(b) Withholding Requirements . The
Company may withhold any tax (or other governmental obligation) as
a result of the exercise of this option, as a condition to the
exercise of this option, and the Optionee shall make arrangements
reasonably satisfactory to the Company to enable it to satisfy all
such withholding requirements. The Optionee shall also make
arrangements satisfactory to the Company to enable it to satisfy
any withholding requirements that may arise in connection with the
disposition of Shares purchased by exercising this
option.
(c) Stockholders Agreement .
As a condition to the exercise of this option, each Optionee must
become a party to the Stockholders Agreement as a “Management
Holder” thereunder.
(d) Issuance of Shares .
After receiving a proper notice of exercise and after satisfaction
of the conditions of this Agreement, including, without limitation
Sections 4(c) and 7 and 9, the Company shall cause to be issued a
certificate or certificates for the Shares as to which this option
has been exercised, registered in the name of the person exercising
this option.
SECTION 5. PAYMENT FOR
SHARES.
(a) Cash or Check . All or
part of the Purchase Price may be paid in cash or by personal check
at the time this option is exercised.
(b) Net Cashless Exercise .
In lieu of paying the Purchase Price as described in
Section 5(a) above, at any time when the Company is not
required to file periodic reports under Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, the Optionee may pay all or
a portion of the Purchase Price and any applicable withholding
requirements by reducing the number of Shares otherwise to be
delivered upon exercise of this option by the number of such Shares
having a Fair Market Value equal to the amount to be paid upon
exercise and any applicable withholding amount.
(c) Alternative Methods of
Payment for Shares . At the sole discretion of the Committee,
all or any part of the Purchase Price and any applicable
withholding requirements may be paid by any alternative method
selected by the Committee. The Committee’s exercise of its
discretion to allow the Optionee to pay the exercise price pursuant
to an alternative method shall not bind the Committee to permit
such alternative method of payment for the remainder of this option
or with respect to any other option or optionee under the
Plan.
SECTION 6. TERM AND
EXPIRATION.
(a) Basic Term . Subject to
earlier termination in accordance with subsection (b) below,
this option shall expire on the expiration date set forth in the
Notice.
(b) Termination of Service .
If the Optionee’s Service terminates for any reason, then
this option shall expire on the earliest of the following
occasions:
(i) The expiration date determined
pursuant to Subsection (a) above;
(ii) The date ninety (90) days
after the date of termination of the Optionee’s Service for
any reason other than Cause; provided, however, that if the
exercisability of the Options is limited by a restriction imposed
by law upon the Company or any Subsidiary or Affiliate of the
Company (as opposed to any restriction imposed by law upon the
participant) during such period, the ninety (90)-day in this clause
(B) shall not begin until such restriction has lapsed;
and
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(iii) The date of termination of the
Optionee’s Service if such termination is for
Cause.
For this purpose, if the Optionee is
party to an employment agreement between the Optionee and the
Company (or, if applicable, the Subsidiary or Affiliate employing
the Optionee), termination without Cause shall include termination
of the Optionee’s Service (a) on expiration of the
scheduled employment term in the employment agreement (if the
employment agreement contains a scheduled term) and (b) for
“Good Reason” as defined in the employment agreement
(if the employment agreement contains a definition of Good
Reason).
Unless the Notice shall otherwise
provide, the Optionee (or in the case of the Optionee’s death
or Disability, the Optionee’s representative) may exercise
all or a part of this option at any time before the expiration date
described in the preceding sentence only to the extent that this
option has become exercisable for vested Shares on or before the
date the Optionee’s Service terminates. Unless the Notice
shall otherwise provide, the balance of this option (which is not
exercisable and vested on the date the Optionee’s Service
terminates) shall lapse when the Optionee’s Service
terminates.
(c) Call Right .
(i) If the Optionee’s Service
is terminated for any reason, within ninety (90) days after
such date of termination, the Company shall have the right and
option to purchase (the “ Call Right ”) and such
Optionee, upon exercise of such Call Right, shall be required to
sell to the Company any or all of the Shares acquired by Optionee
pursuant to this Agreement (the “ Call Shares ”)
at the Fair Market Value; provided, however, that if the
Optionee’s Service is terminated for Cause (as defined in the
Optionee’s employment agreement, or if the Optionee is not
party to any such employment agreement, as defined in the Plan), in
the event the Company exercises the Call Right, the repurchase
price shall be the lower of the current Fair Market Value and the
exercise price of the Option. In the event the Optionee elects (to
the extent permitted under Section 6(b) hereof) to exercise
any of Optionee’s Options after the time the Company has
exercised its Call Right hereunder, the Company shall have 90 days
after any such exercise by the Optionee to exercise its Call Right
with respect to such additional Shares.
(ii) If the Company desires to
exercise its Call Right, the Company shall not later than the
90-day period described for such purchase in Section 6(c)(i),
send written notice to the Optionee of its intention to purchase
the Call Shares, specifying the number of Call Shares to be
purchased (the “ Call Notice ”). The closing of
the purchase shall take place at the principal office of the
Company on the later of the date that is thirty (30) days
after giving the Call Notice and the date that is ten
(10) business days after the final determination of the Fair
Market Value. The Optionee shall deliver to the Company the Call
Shares and duly executed instruments transferring title to the Call
Shares to the Company against payment of the appropriate purchase
price to such Optionee.
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(iii) Any amounts payable under this
Section 6(c) may be paid (A) in cash; or (B) by
offset of any obligation of the Optionee to the Company or its
Affiliates.
(d) Leaves of Absence . For
any purpose under this Agreement, Service shall be deemed to
continue while the Optionee is on a bona fide leave of absence, if
such leave was approved by the Company or any Subsidiary in writing
or if continued crediting of Service for such purpose is expressly
required by the terms of such leave or by applicable law (as
determined by the Company or Subsidiary).
SECTION 7. LEGALITY OF INITIAL
ISSUANCE.
No Shares shall be issued upon the
exercise of this option unless and until the Company has determined
that:
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(a)
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The Company and
the Optionee have taken all actions required to register the Shares
under the Securities Act or to perfect an exemption from the
registration requirements thereof;
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(b)
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Any applicable
listing requirement of any stock exchange or other securities
market on which the Shares are listed has been satisfied;
and
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(c)
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Any other
applicable provision of state or federal law has been
satisfied.
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SECTION 8. REGISTRATION
RIGHTS.
The Company may, but shall not be
obligated to, register or qualify the sale of Shares under the
Securities Act or any other applicable law. The Company shall not
be obligated to take any affirmative action in order to cause the
sale of Shares under this Agreement to comply with any
law.
SECTION 9. OPTIONEE
REPRESENTATIONS AND COVENANTS
(a) Optionee Undertaking. The
Optionee agrees to take whatever additional action and execute
whatever additional documents the Company may deem reasonably
necessary or advisable to carry out or effect one or more of the
obligations or restrictions imposed on either the Optionee or upon
the Shares pursuant to the provisions of this Agreement and the
Stockholders Agreement.
(b) Investment Intent. The
Optionee represents and agrees that as of the Date of Grant, the
Shares to be acquired upon exercising this option will be acquired
for investment, and not with a view to the sale or distribution
thereof. If the sale of Shares under the Plan is not registered
under the Securities Act but an exemption is available which
requires an investment representation or other representation, the
Optionee shall represent and agree at the time of exercise that the
Shares being acquired upon exercising this option are being
acquired for investment, and not with a view to the sale or
distribution thereof, and shall make such other representations as
are deemed necessary or appropriate by the Company and its
counsel.
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SECTION 10. ADDITIONAL
CONDITIONS.
(a) Securities Law
Restrictions . Regardless of whether the offering and sale of
Shares under the Plan have been registered under the Securities Act
or have been registered or qualified under the securities laws of
any state, the Company at its discretion may impose restrictions
upon the sale, pledge or other transfer of such Shares (including
the placement of appropriate legends on stock certificates or the
imposition of stop-transfer instructions) if, in the judgment of
the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act or the securities
laws of any state or any other law. Such restrictions may be in
addition to the restrictions set forth in the Stockholders
Agreement.
(b) Legends. In addition to
any legends required by the Stockholders Agreement, all
certificates evidencing Shares purchased under this Agreement shall
bear the following legends:
“This security has not been
registered under the Securities Act of 1933, as amended, or any
foregoing or State securities laws and may not be offered or sold
except in compliance therewith. This security is also subject to
additional restrictions on transfer as set forth in the
Stockholders Agreement dated as of November 9, 2007, copies of
which may be obtained upon request from Ceridian Holding Corp. or
any successor thereto.”
(c) Removal of Legends . If,
in the opinion of the Company, any legend placed on a stock
certificate representing Shares sold under this Agreement is no
longer required, the holder of such certificate shall be entitled
to exchange such certificate for a certificate representing the
same number of Shares b