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CERIDIAN HOLDING CORP. 2007 S TOCK INCENTIVE PLAN STOCK OPTION AGREEMENT

Stock Option Agreement

CERIDIAN HOLDING CORP. 2007 S TOCK INCENTIVE PLAN STOCK OPTION AGREEMENT | Document Parties: ABR INFORMATION SERVICES, INC. | CERIDIAN HOLDING CORP You are currently viewing:
This Stock Option Agreement involves

ABR INFORMATION SERVICES, INC. | CERIDIAN HOLDING CORP

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Title: CERIDIAN HOLDING CORP. 2007 S TOCK INCENTIVE PLAN STOCK OPTION AGREEMENT
Governing Law: Delaware     Date: 7/30/2008

CERIDIAN HOLDING CORP. 2007 S TOCK INCENTIVE PLAN STOCK OPTION AGREEMENT, Parties: abr information services  inc. , ceridian holding corp
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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:

 

 

(a)

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;

 

 

(b)

Any applicable listing requirement of any stock exchange or other securities market on which the Shares are listed has been satisfied; and

 

 

(c)

Any other applicable provision of state or federal law has been satisfied.

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


 
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