EXHIBIT 10.18
CERIDIAN CORPORATION
STOCK OPTION AWARD AGREEMENT
AMENDED AND RESTATED 2001 DIRECTOR PERFORMANCE INCENTIVE PLAN
This Agreement is between Ceridian Corporation, a Delaware corporation (the
"Company"), and ______________ (the "Participant") as of May __, __________ (the
"Date of Grant") pursuant to the Amended and Restated 2001 Director Performance
Incentive Plan of the Company (the "Plan") to evidence the granting of an Option
to the Participant pursuant to the Plan. Any capitalized term used and not
otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Effective as of the Date of Grant, the Company has granted to the
Participant the option to purchase from the Company, and the Company has
agreed to sell to the Participant, 4,000 shares of Common Stock at a price
of $______ per share (the "Option").
2. Subject to the provisions of paragraph 3 and 4, this Option shall become
exercisable in full on November __, ____ (six months from the Date of
Grant), and shall become void and expire at midnight (Minneapolis time) on
the tenth anniversary of the Date of Grant and may not be exercised after
that time.
3. If the Participant's service as a director of the Company ceases by reason
of death or Disability, the Option shall become immediately exercisable in
full and remain exercisable for the period specified in paragraph 2 of
this Agreement. If the Participant voluntarily resigns from the Board
(which does not include the submission of an offer not to stand
re-election as a director in accordance with Company policies), the
Participant shall have three months following the date of such cessation
of service as a director to exercise this Option (but in no event after
the time it becomes void and expires as set forth in paragraph 2), but
only to the extent that the Participant was entitled to exercise it as of
the date of such cessation. If the Participant's service as a director of
the Company ceases for any reason other than those specified earlier in
this paragraph, this Option shall remain exercisable until the time it
becomes void and expires as set forth in paragraph 2, but only to the
extent that the Participant was entitled to exercise it as of the date of
such cessation.
4. If a Change of Control of the Company occurs, the Option shall become
fully exercisable and will remain exercisable for the applicable period
specified in paragraphs 2 this Agreement, notwithstanding the provisions
of paragraph 3 of this Agreement.
5. This Option grant and the Option forming a part hereof, shall be
nontransferable (i.e., it may not be sold, pledged, donated or otherwise
assigned or transferred) by
the Participant, either voluntarily or involuntarily, expect by will or in
accordance with applicable laws of descent and distribution. This Option
shall be exercisable during the Participant's lifetime only by the
Participant or by the Participant's guardian or other legal
representative.
6. Any notice of Option exercise must specify the number of shares with
respect to which the Option is being exercised and be accompanied by
either (i) payment in full of the purchase price for the shares exercised
or (ii) a properly completed and executed Broker Exercise Notice. The
exercise of the Option shall be deemed effective upon receipt by the
Company (Attn: Corporate Treasury) of such items at its headquarters at
0000 Xxxx Xxx Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000, Facsimile No.
000-000-0000.
7. In the event of any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock
split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off) or any other change in the
corporate structure or shares of the Company, the Committee (or, if the
Company is not the surviving corporation in any such transaction, the
board of directors of the surviving corporation) will make appropriate
adjustments (which determination will be conclusive) as to the number and
kind of securities or other property (including cash) available for
issuance or payment under the Plan and, in order to prevent dilution or
enlargement of the Participant's rights, (a) the number and kind of
securities or other property (including cash) subject to the Option, and
(b) the exercise price of the Option.
8. This Option grant is subject to all of the terms and conditions of the
Plan and, where any questions or matters of interpretation arise, the
terms and conditions of the Plan shall control.
9. Any notice to be given with respect to this Agreement, including without
limitation a notice of Option exercise, shall be addressed to the Company,
Attention: Corporate Treasury, at the address listed in paragraph 6, and
any notice to be given to the Participant shall be addressed to the
Participant at address given beneath the Participant's signature hereto,
or at such other address as either party may hereafter designate in
writing to the other.
[The Remainder of This Page Left Intentionally Blank]
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IN WITNESS WHEREOF, Ceridian Corporation and the Participant have executed this
Agreement as of the Date of Grant.
CERIDIAN CORPORATION PARTICIPANT
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Deputy Secretary [Typed name of Participant]
PARTICIPANT'S MAILING ADDRESS
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Social Security Number:
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