Common use of Stock Option and Restricted Stock Grants Clause in Contracts

Stock Option and Restricted Stock Grants. Ceridian hereby grants to Executive an option to purchase shares of Ceridian’s common stock, effective as of the Commencement Date. The number of shares subject to Executive’s option shall be determined by taking Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) divided by the “fair market value” of Ceridian’s common stock as of the close of business on the Commencement Date (as reported in the Midwest Edition of the Wall Street Journal) and further divided by 33% (or such other appropriate percentage as required under the Black Scholes method for converting dollar amounts into option shares). The exercise price for this option shall be the fair market value of Ceridian’s common stock as of the close of business on the Commencement Date, as reported in the Midwest Edition of the Wall Street Journal. Ceridian hereby also grants to Executive Ceridian restricted shares of Ceridian’s stock having a value in the gross amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000) as of the date of grant, which shall coincide with the Commencement Date (such value to be determined as of the close of business on the Commencement Date, as reported in the Midwest Edition of the Wall Street Journal). Such option and restricted shares shall vest ratably in annual 33-1/3% increments over a three-year period, in accordance with the following schedule: October 1, 2007 33-1/3% October 1, 2008 33-1/3% October 1, 2009 33-1/3% Except as expressly set forth in this Section 3.03, Section 4.03(a) and Section 7.03(e), the option and restricted shares to be awarded to Executive under this Section 3.03 shall be provided in all other respects subject to and in conformity with the provisions of Ceridian’s 2004 Long Term Stock Incentive Plan (the “Stock Plan”), as the same may be amended from time to time, and Ceridian’s standard form of non-qualified stock option and restricted stock agreements, to be entered into by Executive and Ceridian.

Stock Option and Restricted Stock Grants. Ceridian hereby grants EMPLOYEE shall receive restricted stock and options to Executive purchase Class A common stock of XM Satellite Radio Holdings Inc. (“XM Stock”) on the following terms. (a) On the Effective Date of this Agreement, XM will grant EMPLOYEE Two Hundred Thousand (200,000) shares of Restricted XM Stock, and an option to purchase Four Hundred Thousand (400,000) shares of Ceridian’s common stock, effective as XM Stock. Subsequent grants of stock options and restricted shares shall be awarded at the discretion of the Commencement DateCompensation Committee and the Board of Directors. The number Should the Compensation Committee and the Board of shares subject Directors award stock options and/or restricted stock to Executive’s option the executive team, then the award to EMPLOYEE shall be determined by taking Two Million Seven Hundred Fifty Thousand Dollars commensurate with his position compared to the other executives. ($2,750,000b) divided by the “fair market value” of Ceridian’s common stock as of the close of business on the Commencement Date (as reported in the Midwest Edition of the Wall Street JournalThe options granted pursuant to Article 3.7(a) and further divided by 33% (or such other appropriate percentage as required under the Black Scholes method for converting dollar amounts into option shares)hereof will be non-qualified. The exercise price for this option such options shall be be, with respect to each grant, the fair market value closing price of Ceridian’s common stock as of the close of business XM Stock on the Commencement Date, as reported in the Midwest Edition of the Wall Street Journal. Ceridian hereby also grants to Executive Ceridian restricted shares of Ceridian’s stock having a value in the gross amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000) as of the date of grant. (c) Subject to the provisions of Article 4 hereof, which shall coincide with the Commencement Date (such value to be determined as of the close of business on the Commencement Date, as reported in the Midwest Edition of the Wall Street Journal). Such option options and restricted shares granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option or restricted grant shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option or restricted grant shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option or restricted grant shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options or restricted shares at the time his employment by XM terminates, such non-vested options and restricted grants shall vest ratably in annual 33-1/3% increments over a three-year periodor shall be forfeited, as the case may be, in accordance with the following schedule: October 1provisions of Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, 2007 33-1/3% October 1however, 2008 33-1/3% October 1, 2009 33-1/3% Except as expressly such vested options may be exercised within the time periods set forth in this Section 3.03, Section 4.03(aArticle 4 hereof. (e) and Section 7.03(e), XM agrees that the option and restricted shares XM Stock to be awarded issued to Executive under this Section 3.03 EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM’s Form S-8 Registration Statement. (f) Neither EMPLOYEE nor his successors will sell, pledge or otherwise dispose of (“Transfer”) vested Restricted XM Stock until the first to occur of the following: (i) at any time after the grant date the average closing price for the Class A Common Stock on the Nasdaq National Market system, or other principal stock exchange or automated quotation system on which the Class A Common Stock is then listed or traded, over any seven (7) consecutive trading days equals or exceeds 150% of the stock price on the grant date, or (ii) seven (7) years have elapsed since the grant date; provided, however, that if EMPLOYEE voluntarily leaves the employment of the Company prior to the time clause (i) is satisfied, EMPLOYEE may not Transfer vested Restricted XM Stock until clause (i) or (ii) is satisfied. The foregoing shall not prohibit the Transfer of vested Restricted XM Stock to fund the payment of any withholding or other taxes that may be provided in all other respects subject to and in conformity with due as a result of the provisions vesting of CeridianRestricted XM Stock. The foregoing restrictions shall lapse upon EMPLOYEE’s 2004 Long Term Stock Incentive Plan (the “Stock Plan”)termination if his service terminates as a result of EMPLOYEE’s death, Disability or as the same may be amended from time to time, result of an involuntary termination within one year of a Change of Control of XM as defined in Article 4.5(c) hereof. (g) XM represents and Ceridian’s standard form of non-qualified stock option and warrants that the restricted stock agreements, and options to be entered into by Executive and Ceridian.purchase XM stock are not deferred compensation under Internal Revenue Code Section 409A.

Stock Option and Restricted Stock Grants. Ceridian hereby grants Subject to Executive any generally applicable terms and conditions set forth in the Corporation’s shareholder-approved Equity Incentive Award Plan, as currently amended and in effect (the “EIA Plan”), EMPLOYEE shall be granted, and K12 shall award and issue, restricted stock and options to purchase Common Stock of K12 (“K12 Stock”) under the following terms and conditions: (a) The parties acknowledge that on the Original Effective Date, the Board or its Compensation Committee (as applicable) awarded to EMPLOYEE Two Hundred Ten Thousand (210,000) restricted shares of K12 Common Stock, at no out-of-pocket cost to EMPLOYEE and that such restricted shares are subject to the vesting provisions set forth in Section 3.7(d) hereof. The parties also acknowledge that on the Original Effective Date, the Board or its Compensation Committee (as applicable) granted EMPLOYEE an option to purchase Four Hundred Twenty Thousand (420,000) shares of Ceridian’s common stockK12 Stock, effective as subject to the vesting provisions set forth in Section 3.7(e) hereof. (b) All subsequent grants of stock options, awards of restricted shares or other equity or equity-based awards that may be granted to EMPLOYEE shall be made at the discretion of the Commencement DateBoard or its Compensation Committee (as applicable) and under the general terms and conditions of the EIA Plan, as it may be amended, restated, replaced or succeeded from time to time, provided that for each Fiscal Year this Agreement or the Prior Agreement remains in effect after June 30, 2013, EMPLOYEE shall be eligible for an award of restricted shares of K12 Common Stock (each an “Annual Restricted Stock Award”), subject to the Executive’s continued employment with the Company on each applicable date of grant. The number of shares subject to Executive’s option each Annual Restricted Stock Award shall have a Fair Market Value (as of the date of grant of each such Annual Restricted Stock Award) equal to between zero ($0) dollars and two million ($2,000,000) dollars, and the actual amount of each Annual Restricted Stock Award shall be determined by taking Two Million Seven Hundred Fifty Thousand Dollars in the sole discretion of the Board or the Compensation Committee and based upon the attainment of one or more pre-established, objective performance goals, with the intent that each such Annual Restricted Stock Award shall be treated as qualified performance based compensation for purposes of Section 162(m) of the Code; provided further however, that notwithstanding the foregoing, in the event EMPLOYEE’s employment terminates pursuant to Section 4.2 or Section 4.3, the performance goals established with respect to the particular grant or award shall be deemed fulfilled. In addition to the foregoing, within ninety ($2,750,00090) divided by the “fair market value” of Ceridian’s common stock as of days following the close of business on each Fiscal Year this Agreement remains in effect, EMPLOYEE shall be eligible to receive a stock option award in an amount that is consistent with EMPLOYEE’s position as the Commencement Date (head of the Corporation’s executive team and competitive with the market for similarly situated executives, as reported determined in the Midwest Edition sole discretion of the Wall Street JournalBoard, taking into account Executive’s total compensation for such Fiscal Year. (c) and further divided by 33% (or such other appropriate percentage as required under All of the Black Scholes method for converting dollar amounts into option shares)options granted pursuant to Section 3.7(a) hereof will be non-qualified. The exercise price for this option such options shall be be, with respect to each grant, the fair market value of Ceridian’s common stock as of the close of business K12 Common Stock on the Commencement Date, as reported in the Midwest Edition of the Wall Street Journal. Ceridian hereby also grants to Executive Ceridian restricted shares of Ceridian’s stock having a value in the gross amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000) as of the date of grant, which shall coincide as further determined in accordance with the Commencement Date EIA Plan or its successor. (such value d) Subject to be determined as the provisions of Article 4 hereof, the restricted shares awarded pursuant to Section 3.7(a) hereof will vest, if at all, in twelve (12) equal quarterly installments of 17,500 shares apiece. The parties acknowledge that pursuant to the terms of the close Prior Agreement, the vesting of business on each such quarterly installment other than the Commencement Datefirst quarterly installment was subject to the Company’s attainment of an operating income target for the third and fourth quarter of fiscal year 2013, with the intent that the restricted shares awarded pursuant to Section 3.7(a) hereof shall be treated as reported in the Midwest Edition qualified performance based compensation for purposes of Section 162(m) of the Wall Street Journal)Code, and that such operating income target was attained as previously determined and certified by the Compensation Committee. Such option and In the event that EMPLOYEE holds unvested restricted shares at the time his employment by K12 terminates, such restricted shares shall vest ratably or shall be forfeited, as the case may be, in annual 33-1/3% increments over a three-year periodaccordance with the provisions of Article 4 hereof. (e) Subject to the provisions of Article 4 hereof, the options initially granted pursuant to Section 3.7(a) hereof will vest in accordance with the following schedule: with respect to each such grant, one twelfth (1/12) of the shares shall vest at five o’clock Eastern Standard Time on each April 6, July 6, October 16 and January 6 which arises during the term of this Agreement, 2007 33commencing with April 6, 2013. In the event that EMPLOYEE holds non-1/3% October 1vested options at the time his employment by K12 terminates, 2008 33such non-1/3% October 1, 2009 33-1/3% Except as expressly set forth in this Section 3.03, Section 4.03(a) and Section 7.03(e), the option and restricted shares to be awarded to Executive under this Section 3.03 vested options shall vest or shall be provided forfeited, as the case may be, in all other respects subject to and in conformity accordance with the provisions of Ceridian’s 2004 Long Term Article 4 hereof, subject only to the general provisions of the EIA Plan. (f) All options that vest may be exercised within eight (8) years of the date on which such options were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by K12 terminates, however, such vested options may be exercised within the time periods set forth in Article 4 hereof. (g) K12 represents and warrants that the issuance of the K12 Common Stock Incentive Plan granted to EMPLOYEE in accordance with the provisions of Section 3.7(a) hereof will have been registered under the Securities Act of 1933, as amended, on an effective Form S-8 registration statement. (h) When granting, issuing and transferring restricted stock, stock options and other stock-based rights hereunder, K12 shall use commercially reasonable efforts to not do anything to directly or indirect cause such stock, options and rights to qualify as, or to constitute, “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code (the “Stock Code”) and related rulings and regulations. (i) Notwithstanding the preceding provisions of this Section 3.7 to the contrary, in the event EMPLOYEE separates from employment with K12 either due to a termination of EMPLOYEE’s employment by K12 Without Cause or EMPLOYEE’s resignation of his employment for Good Reason as specifically described in Section 4.5, the following special vesting provision shall apply: (i) if such separation occurs on or prior to the first anniversary of the Original Effective Date, all of the then-non-vested awards and grants that would have vested at any time during the one year period following the separation shall immediately and automatically vest; (ii) if such separation occurs after the first anniversary of the Original Effective Date, all of the then-non-vested awards and grants that would have vested at any time during the two year period following the separation shall immediately and automatically vest; and (iii) if such separation occurs within one year following the occurrence of a “Change in Control” (as defined in the EIA Plan”), as all of the same may be amended from time to time, and Ceridian’s standard form of non-qualified stock option vested awards and restricted stock agreements, to be entered into by Executive grants that are then outstanding shall immediately and Ceridianautomatically vest.

Stock Option and Restricted Stock Grants. Ceridian hereby grants Subject to Executive any generally applicable terms and conditions set forth in the Corporation’s shareholder-approved Equity Incentive Award Plan, as currently amended and in effect (the “EIA Plan”), EMPLOYEE shall be granted, and K12 shall award and issue, restricted stock and options to purchase Common Stock of K12 (“K12 Stock”) under the following terms and conditions: (a) On the Effective Date, the Board or its Compensation Committee (as applicable) shall award, and, as soon as practical thereafter, transfer to EMPLOYEE Two Hundred Ten Thousand (210,000) restricted shares of K12 Common Stock, at no out-of-pocket cost to EMPLOYEE; such restricted shares shall be subject to the vesting provisions set forth in Section 3.7(d) hereof. On the Effective Date, the Board or its Compensation Committee (as applicable) also shall grant EMPLOYEE an option to purchase Four Hundred Twenty Thousand (420,000) shares of Ceridian’s common stockK12 Stock, effective as subject to the vesting provisions set forth in Section 3.7(e) hereof. (b) All subsequent grants of stock options, awards of restricted shares or other equity or equity-based awards that may be granted to EMPLOYEE shall be made at the discretion of the Commencement DateBoard or its Compensation Committee (as applicable) and under the general terms and conditions of the EIA Plan, as it may be amended, restated, replaced or succeeded from time to time, provided that for each Fiscal Year this Agreement remains in effect after June 30, 2013, EMPLOYEE shall be eligible for an award of restricted shares of K12 Common Stock (each an “Annual Restricted Stock Award”), subject to the Executive’s continued employment with the Company on each applicable date of grant. The number of shares subject to Executive’s option each Annual Restricted Stock Award shall have a Fair Market Value (as of the date of grant of each such Annual Restricted Stock Award) equal to between zero ($0) dollars and two million ($2,000,000) dollars, and the actual amount of each Annual Restricted Stock Award shall be determined by taking Two Million Seven Hundred Fifty Thousand Dollars in the sole discretion of the Board or the Compensation Committee and based upon the attainment of one or more pre-established, objective performance goals, with the intent that each such Annual Restricted Stock Award shall be treated as qualified performance based compensation for purposes of Section 162(m) of the Code; provided further however, that notwithstanding the foregoing, in the event EMPLOYEE’s employment terminates pursuant to Section 4.2 or Section 4.3, the performance goals established with respect to the particular grant or award shall be deemed fulfilled. In addition to the foregoing, within ninety ($2,750,00090) divided by the “fair market value” of Ceridian’s common stock as of days following the close of business on each Fiscal Year this Agreement remains in effect, EMPLOYEE shall be eligible to receive a stock option award in an amount that is consistent with EMPLOYEE’s position as the Commencement Date (head of the Corporation’s executive team and competitive with the market for similarly situated executives, as reported determined in the Midwest Edition sole discretion of the Wall Street JournalBoard, taking into account Executive’s total compensation for such Fiscal Year. (c) and further divided by 33% (or such other appropriate percentage as required under All of the Black Scholes method for converting dollar amounts into option shares)options granted pursuant to Section 3.7(a) hereof will be non-qualified. The exercise price for this option such options shall be be, with respect to each grant, the fair market value of Ceridian’s common stock as of the close of business K12 Common Stock on the Commencement Date, as reported in the Midwest Edition of the Wall Street Journal. Ceridian hereby also grants to Executive Ceridian restricted shares of Ceridian’s stock having a value in the gross amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000) as of the date of grant, which shall coincide as further determined in accordance with the Commencement Date EIA Plan or its successor. (such value d) Subject to the provisions of Article 4 hereof, the restricted shares awarded pursuant to Section 3.7(a) hereof will vest, if at all, in twelve (12) equal quarterly installments of 17,500 shares apiece (if at all), based on objective performance criteria mutually agreed to by the Board or its Compensation Committee and the EMPLOYEE and, in each case (except with respect to the first installment) subject to attaining one or more pre-established, objective performance goals, with the intent that the restricted shares awarded pursuant to Section 3.7(a) hereof shall be determined treated as qualified performance based compensation for purposes of Section 162(m) of the close Code; such objective performance criteria shall be used to measure EMPLOYEE’s performance during each such quarterly installment period for the duration of business this Agreement, except for the first such quarter following the Execution date and ending on April 6, 2013. In the Commencement Dateevent that EMPLOYEE holds unvested restricted shares at the time his employment by K12 terminates, as reported in the Midwest Edition of the Wall Street Journal). Such option and such restricted shares shall vest ratably or shall be forfeited, as the case may be, in annual 33-1/3% increments over a three-year periodaccordance with the provisions of Article 4 hereof. (e) Subject to the provisions of Article 4 hereof, the options initially granted pursuant to Section 3.7(a) hereof will vest in accordance with the following schedule: with respect to each such grant, one twelfth (1/12) of the shares shall vest at five o’clock Eastern Standard Time on each April 6, July 6, October 16 and January 6 which arises during the term of this Agreement, 2007 33commencing with April 6, 2013. In the event that EMPLOYEE holds non-1/3% October 1vested options at the time his employment by K12 terminates, 2008 33such non-1/3% October 1, 2009 33-1/3% Except as expressly set forth in this Section 3.03, Section 4.03(a) and Section 7.03(e), the option and restricted shares to be awarded to Executive under this Section 3.03 vested options shall vest or shall be provided forfeited, as the case may be, in all other respects subject to and in conformity accordance with the provisions of Ceridian’s 2004 Long Term Article 4 hereof, subject only to the general provisions of the EIA Plan. (f) All options that vest may be exercised within eight (8) years of the date on which such options were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by K12 terminates, however, such vested options may be exercised within the time periods set forth in Article 4 hereof. (g) K12 represents and warrants that the issuance of the K12 Common Stock Incentive Plan granted to EMPLOYEE in accordance with the provisions of Section 3.7(a) hereof will have been registered under the Securities Act of 1933, as amended, on an effective Form S-8 registration statement. (h) When granting, issuing and transferring restricted stock, stock options and other stock-based rights hereunder, K12 shall use commercially reasonable efforts to not do anything to directly or indirect cause such stock, options and rights to qualify as, or to constitute, “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code (the “Stock Code”) and related rulings and regulations. (i) Notwithstanding the preceding provisions of this Section 3.7 to the contrary, in the event EMPLOYEE separates from employment with K12 either due to a termination of EMPLOYEE’s employment by K12 Without Cause or EMPLOYEE’s resignation of his employment for Good Reason as specifically described in Section 4.5, the following special vesting provision shall apply: (i) if such separation occurs on or prior to the first anniversary of the Effective Date, all of the then-non-vested awards and grants that would have vested at any time during the one year period following the separation shall immediately and automatically vest; (ii) if such separation occurs after the first anniversary of the Effective Date, all of the then-non-vested awards and grants that would have vested at any time during the two year period following the separation shall immediately and automatically vest; and (iii) if such separation occurs within one year following the occurrence of a “Change in Control” (as defined in the EIA Plan”), as all of the same may be amended from time to time, and Ceridian’s standard form of non-qualified stock option vested awards and restricted stock agreements, to be entered into by Executive grants that are then outstanding shall immediately and Ceridianautomatically vest.

Stock Option and Restricted Stock Grants. Ceridian hereby grants to (a) On the Effective Date, the Company will grant the Executive an a stock option to purchase 100,000 of the issued and outstanding shares of Ceridianthe Company’s common stockstock at a price per share equal to the closing price on the date of grant (the “Option”). On the Effective Date, effective the Company will also grant the Executive 200,000 issued and outstanding shares of restricted common stock of the Company (the “Restricted Stock”). (b) 4,000 of the shares covered by the Option shall be vested upon the Effective Date. The remainder of the Option (96,000 shares) will vest in 24 equal installments of 4,000 shares on each and every successive calendar monthly period following the Effective Date, subject to the Executive’s continued employment by the Company through each such respective monthly period. 100,000 shares of Restricted Stock will vest on the first (1st) anniversary of the Effective Date and 100,000 shares of the Restricted Stock will vest on the second (2nd) year anniversary of the Effective Date, subject to the Executive’s continued employment by the Company through the respective annual anniversary. Notwithstanding the foregoing, if earlier than provided in the immediately preceding sentence (and, without duplication, reduced by any shares that previously vested pursuant to the immediately preceding sentence), (i) twenty five percent (25%) of the then remaining unvested shares subject to the Option and 50,000 shares of Restricted Stock shall vest upon receipt by the Company of financing from third party investors of $15 million or more (gross proceeds), (ii) twenty five percent (25%) of the then remaining unvested shares subject to the Option and 50,000 shares of Restricted Stock shall vest on submission to the U.S. Food and Drug Administration (the “FDA”), with the consent of the Board, of a Premarket Approval or New Drug Approval (as such terms are used by the FDA) for the Company’s percutaneous hepatic perfusion treatment system, and (iii) fifty percent (50%) of the then remaining unvested shares subject to the Option and 100,000 shares of Restricted Stock shall vest upon the FDA’s formal written notice of such approval including FDA-approved labeling language for the percutaneous hepatic perfusion treatment. Notwithstanding the foregoing, all shares subject to the Option and Restricted Stock shall immediately vest upon (i) the Executive’s Involuntary Termination (as defined in Section 5.5) after the first anniversary of the Effective Date or (ii) a Change of Control (as such term is defined in subsections (a)-(d) of the definition of “Change of Control” contained in the Company’s 2009 Stock Incentive Plan). Upon the Executive’s Involuntary Termination between the Effective Date and its first anniversary, an additional number of shares such that a total of 50% of all shares under the Minimum Annual Stock Option Bonus, 50% of all shares subject to the Option and 50% of the Restricted Stock shall be vested as of the Commencement Date. The number of shares subject to Executive’s option shall be determined by taking Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) divided by the “fair market value” of Ceridian’s common stock as of the close of business on the Commencement Severance Date (as reported defined in Section 5.3). (c) The Option and the Midwest Edition of the Wall Street Journal) and further divided by 33% (or such other appropriate percentage as required Restricted Stock shall be granted under the Black Scholes method for converting dollar amounts into option shares). The exercise price for this option Company’s 2009 Stock Incentive Plan and shall be the fair market value of Ceridian’s common stock subject to such further terms and conditions as of the close of business on the Commencement Date, as reported in the Midwest Edition of the Wall Street Journal. Ceridian hereby also grants to Executive Ceridian restricted shares of Ceridian’s stock having a value in the gross amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000) as of the date of grant, which shall coincide with the Commencement Date (such value to be determined as of the close of business on the Commencement Date, as reported in the Midwest Edition of the Wall Street Journal). Such option and restricted shares shall vest ratably in annual 33-1/3% increments over a three-year period, in accordance with the following schedule: October 1, 2007 33-1/3% October 1, 2008 33-1/3% October 1, 2009 33-1/3% Except as expressly set forth in this Section 3.03the Employee Stock Option Grant Letter and, Section 4.03(a) and Section 7.03(e)with respect to the Restricted Stock, the option and in a written restricted shares stock grant letter to be awarded provided by the Company to the Executive to evidence the Restricted Stock grant under this Section 3.03 shall be provided in all other respects subject to and in conformity with the provisions of CeridianCompany’s 2004 Long Term 2009 Stock Incentive Plan (the “Stock Plan”), as the same may be amended from time to time, and Ceridian’s standard form of non-qualified stock option and restricted stock agreements, to be entered into by Executive and Ceridian.