EXHIBIT 10.21
CERIDIAN CORPORATION
2002 EMPLOYEE STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
(Time Based Stock Option)
THIS AGREEMENT is entered into and effective as of _____ (the "Date of
Grant"), by and between Ceridian Corporation (the "Company") and _______________
(the "Optionee").
A. The Company has adopted the Ceridian Corporation 2002 Employee Stock
Incentive Plan (as may be amended or supplemented, the "Plan") authorizing the
Board of Directors of the Company, or a committee as provided for in the Plan
(the Board or such a committee to be referred to as the "Committee"), to grant
stock options to employees of the Company and its Subsidiaries (as defined in
the Plan).
B. The Company desires to give the Optionee an inducement to acquire a
proprietary interest in the Company and an added incentive to advance the
interests of the Company by granting to the Optionee an option to purchase
shares of common stock of the Company pursuant to the Plan.
Accordingly, the parties agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee the right, privilege and option
(the "Option") to purchase _____________ shares (the "Option Shares") of the
Company's common stock, $0.01 par value (the "Common Stock"), according to the
terms and subject to the conditions hereinafter set forth and as set forth in
the Plan. The Option granted hereunder shall not be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. Option Exercise Price.
The per share price to be paid by Optionee in the event of an exercise of
the Option will be $__________.
3. Duration of Option and Time of Exercise.
3.1 Initial Period of Exercisability. Except as provided in Section 3.2
and 3.3 hereof, the Option shall become exercisable with respect to one-third of
the Option Shares on each of the first, second and third anniversaries of the
Date of Grant. The foregoing rights to exercise the Option will be cumulative
with respect to the Option Shares becoming exercisable on each such date, but in
no event will the Option be exercisable after, and the Option will become void
and expire as to all unexercised Option Shares at, 5:00 p.m. (Minneapolis time)
on fifth anniversary of the Date of Grant (the "Time of Option Termination").
3.2 Termination of Employment.
(a) Termination Due to Death, Disability or Retirement. In the
event the Optionee's employment with the Company and all
Subsidiaries is terminated by reason of death, Disability (as
defined in the Plan) or Retirement (as defined
in the Plan), the Option will become immediately exercisable in full
and remain exercisable until the Time of Option Termination.
(b) Termination for Reasons Other Than Death, Disability or
Retirement. In the event that the Optionee's employment with the
Company and all Subsidiaries is terminated for any reason other than
death, Disability or Retirement, or the Optionee is in the employ of
a Subsidiary and the Subsidiary ceases to be a Subsidiary of the
Company (unless the Optionee continues in the employ of the Company
or another Subsidiary), all rights of the Optionee under the Plan
and this Agreement will immediately terminate without notice of any
kind, and the Option will no longer be exercisable; provided,
however, that, if such termination is due to any reason other than
termination by the Company or any Subsidiary for Cause (as defined
in Section 9 of this Agreement), the Option will remain exercisable
to the extent exercisable as of such termination for a period of
three months after such termination (but in no event after the Time
of Option Termination).
3.3 Impact of Change of Control. If a Change of Control (as defined in
Section 9 of this Agreement) occurs, the Option will become immediately
exercisable in full and will, notwithstanding the provisions of Section 3.2
hereof, remain exercisable until the Time of Option Termination, regardless of
whether the Optionee remains in the employ of the Company or any Subsidiary. In
addition, if a Change of Control of the Company occurs, the Committee, in its
sole discretion and without the consent of the Optionee, may determine that the
Optionee will receive, with respect to some or all of the Option (and in
satisfaction of the applicable portion of the Option), as of the effective date
of any such Change of Control of the Company, cash in an amount equal to the
excess of the Fair Market Value (as defined in the Plan) of the applicable
Option Shares immediately prior to the effective date of such Change of Control
of the Company over the Option Exercise Price per share of the Option.
4. Manner of Option Exercise.
4.1 Notice. This Option may be exercised by the Optionee in whole or in
part from time to time, subject to the conditions contained in the Plan and in
this Agreement, by delivery, in person, by facsimile or electron transmission or
through the mail, to the Company at its principal executive office in
Minneapolis, Minnesota (Attention: Corporate Treasury), of a written notice of
exercise. Such notice must be in a form satisfactory to the Committee, must
identify the Option, must specify the number of Option Shares with respect to
which the Option is being exercised, and must be signed by the person or persons
so exercising the Option. Such notice must be accompanied by payment in full of
the total exercise price for the Option Shares to be purchased. In the event
that the Option is being exercised, as provided by the Plan and Section 3.2 of
this Agreement, by any person or persons other than the Optionee, the notice
must be accompanied by appropriate proof of right of such person or persons to
exercise the Option. If the Optionee retains the Option Shares purchased, as
soon as practicable after the effective exercise of the Option, the Optionee
will be recorded on the stock transfer books of the Company as the owner of the
Option Shares purchased, and the Company will deliver to the Optionee one or
more duly issued stock certificates evidencing such ownership.
4.2 Payment. At the time of exercise of the Option, the Optionee must pay
the total exercise price of the Option Shares to be purchased entirely in cash
(including a check, bank draft or money order, payable to the order of the
Company); provided, however, that the Committee, in its sole discretion and upon
terms and conditions established by the Committee, may allow such
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payment to be made, in whole or in part, by tender of a full recourse promissory
note, a Broker Exercise Notice or Previously Acquired Shares (as such terms are
defined in the Plan), or by a combination of such methods. In the event the
Optionee is permitted to pay the total purchase price of the Option in whole or
in part with Previously Acquired Shares, the value of such shares will be equal
to their Fair Market Value on the date of exercise of the Option and delivery of
any such Previously Acquired Shares may be made through delivery of a written
attestation of ownership if permitted by the Committee.
5. Rights and Restrictions of Optionee; Transferability.
5.1 Employment. Nothing in this Agreement will interfere with or limit in
any way the right of the Company or any Subsidiary to terminate the employment
of the Optionee at any time, nor confer upon the Optionee any right to continue
in the employ of the Company or any Subsidiary at any particular position or
rate of pay or for any particular period of time.
5.2 Rights as a Stockholder. The Optionee will have no rights as a
stockholder unless and until all conditions to the effective exercise of the
Option (including, without limitation, the conditions set forth in Sections 4
and 6 of this Agreement) have been satisfied and the Optionee has become the
holder of record of such shares. No adjustment will be made for dividends or
distributions with respect to the Option Shares as to which there is a record
date preceding the date the Optionee becomes the holder of record of such Option
Shares, except as may otherwise be provided in the Plan or determined by the
Committee in its sole discretion.
5.3 Restrictions on Transfer. Except pursuant to testamentary will or the
laws of descent and distribution or as otherwise expressly permitted by the
Plan, no right or interest of the Optionee in the Option prior to exercise may
be assigned or transferred, or subjected to any lien, during the lifetime of the
Optionee, either voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise. The Optionee will, however, be entitled to
designate a beneficiary to receive the Option upon such Optionee's death in the
manner provided by the Plan, and, in the event of the Optionee's death, exercise
of the Option (to the extent permitted pursuant to Section 3.2(a) of this
Agreement) may be made by the Optionee's designated beneficiary.
5.4 Restrictions Regarding Employment.
(a) The Optionee agrees that he or she will not take any
Adverse Actions (as defined below) against the Company or any
Subsidiary at any time during the period that the Option is or may
yet become exercisable in whole or in part or at any time before one
year following the Optionee's termination of employment with the
Company or any Subsidiary, whichever is later (the "Restricted
Period"). The Optionee acknowledges that damages which may arise
from a breach of this Section 5.4 may be impossible to ascertain or
prove with certainty. Notwithstanding anything in this Agreement or
the Plan to the contrary, in the event that the Company determines
in its sole discretion that the Optionee has taken Adverse Actions
against the Company or any Subsidiary at any time during the
Restricted Period, in addition to other legal remedies which may be
available, (i) the Company will be entitled to an immediate
injunction from a court of competent jurisdiction to end such
Adverse Action, without further proof of damage, (ii) the Committee
will have the authority in its sole discretion to terminate
immediately all rights of the Optionee under the Plan and this
Agreement without notice of any kind, and (iii) the Committee will
have the authority in its sole discretion to rescind the exercise of
all or any portion of the
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Option to the extent that such exercise occurred within six months
prior to the date the Optionee first commences any such Adverse
Actions and require the Optionee to disgorge any profits (however
defined by the Committee) realized by the Optionee relating to such
exercised portion of the Option or any Option Shares issued or
issuable upon such exercise. Such disgorged profits paid to the
Company must be made in cash (including check, bank draft or money
order) or, with the Committee's consent, shares of Common Stock with
a Fair Market Value on the date of payment equal to the amount of
such payment. The Company will be entitled to withhold and deduct
from future wages of the Optionee (or from other amounts that may be
due and owing to the Optionee from the Company or a Subsidiary) or
make other arrangements for the collection of all amounts necessary
to satisfy such payment obligation.
(b) For purposes of this Agreement, an "Adverse Action" will
mean any of the following: (i) engaging in any commercial activity
in competition with any part of the business of the Company or any
Subsidiary as conducted during the Restricted Period for which the
Optionee has or had access to trade secrets and/or confidential
information; (ii) diverting or attempting to divert from the Company
or any Subsidiary any business of any kind, including, without
limitation, interference with any business relationships with
suppliers, customers, licensees, licensors, clients or contractors;
(iii) participate in the ownership, operation or control of, be
employed by, or connected in any manner with any person or entity
which solicits, offers or provides any services or products similar
to those which the Company or any Subsidiary offers to its customers
or prospective customers; (iv) making, or causing or attempting to
cause any other person or entity to make, any statement, either
written or oral, or convey any information about the Company or any
Subsidiary; or (v) engaging in any other activity that is hostile,
contrary or harmful to the interests of the Company or any
Subsidiary, including, without limitation, influencing or advising
any person who is employed by or in the service of the Company or
any Subsidiary to leave such employment or service to compete with
the Company or any Subsidiary or to enter into the employment or
service of any actual or prospective competitor of the Company or
any Subsidiary, influencing or advising any competitor of the
Company or any Subsidiary to employ to otherwise engage the services
of any person who is employed by or in the service of the Company or
any Subsidiary, or improperly disclosing or otherwise misusing any
trade secrets or confidential information regarding the Company or
any Subsidiary.
(c) Should any provision of this Section 5.4 of the Agreement
be held invalid or illegal, such illegality shall not invalidate the
whole of this Section 5.4 of the Agreement, but, rather, the
Agreement shall be construed as if it did not contain the illegal
part or narrowed to permit its enforcement, and the rights and
obligations of the parties hall be construed and enforced
accordingly. In furtherance of and not in limitation of the
foregoing, the Optionee expressly agrees that should the duration of
or geographical extent of, or business activities covered by, any
provision of this Agreement be in excess of that which is valid or
enforceable under applicable law, then such provision shall be
construed to cover only that duration, extent or activities that may
validly or enforceably be covered. The Optionee acknowledges the
uncertainty of the law in this respect and expressly stipulates that
this Agreement shall be construed in a manner that renders its
provisions valid and enforceable to the maximum extent (not
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exceeding its express terms) possible under applicable law. This
Section 5.4 of the Agreement does not replace and is in addition to
any other agreements the Optionee may have with the Company or any
of its Subsidiaries on the matters addressed herein. This Section
5.4 shall not apply to any termination which takes place on or
following a Change of Control.
6. Securities Law and Other Restrictions.
Notwithstanding any other provision of the Plan or this Agreement, the
Company will not be required to issue, and the Optionee may not sell, assign,
transfer or otherwise dispose of, any Option Shares, unless (a) there is in
effect with respect to the Option Shares a registration statement under the
Securities Act of 1933, as amended, and any applicable state or foreign
securities laws or an exemption from such registration, and (b) there has been
obtained any other consent, approval or permit from any other regulatory body
which the Committee, in its sole discretion, deems necessary or advisable. The
Company may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing Option Shares, as may be deemed
necessary or advisable by the Company in order to comply with such securities
law or other restrictions.
7. Withholding Taxes.
The Company is entitled to (a) withhold and deduct from future wages of
the Optionee (or from other amounts that may be due and owing to the Optionee
from the Company), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any federal, state or local withholding
and employment-related tax requirements attributable to the Option, including,
without limitation, the grant or exercise of the Option or a disqualifying
disposition of any Option Shares, or (b) require the Optionee promptly to remit
the amount of such withholding to the Company before acting on the Optionee's
notice of exercise of the Option. In the event that the Company is unable to
withhold such amounts, for whatever reason, the Optionee agrees to pay to the
Company an amount equal to the amount the Company would otherwise be required to
withhold under federal, state or local law.
8. Adjustments.
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), in order to prevent dilution or enlargement of the rights of the
Optionee, will make appropriate adjustment (which determination will be
conclusive) as to the number and kind of securities or other property (including
cash) subject to, and the exercise price of, the Option.
9. Certain Definitions.
For purposes of this Agreement, the following additional definitions will
apply:
(a) "Cause" will have the meaning set forth in any employment
or other agreement or policy applicable to the Optionee or, if no
such agreement or policy exists, will mean (i) dishonesty, fraud,
misrepresentation, theft, embezzlement or injury or attempted
injury, in each case related to the Company or any Subsidiary, (ii)
any unlawful or criminal activity of a serious nature, (iii) any
breach of duty, habitual neglect of duty or unreasonable job
performance, or
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(iv) any material breach of any employment, service, confidentiality
or noncompete agreement entered into with the Company or any
Subsidiary.
(b) "Change of Control" will have the meaning set forth in the
Plan.
10. Subject to Plan.
The Option and the Option Shares granted and issued pursuant to this
Agreement have been granted and issued under, and are subject to the terms of,
the Plan. The terms of the Plan are incorporated by reference in this Agreement
in their entirety, and the Optionee, by execution of this Agreement,
acknowledges having received a copy of the Plan. The provisions of this
Agreement will be interpreted as to be consistent with the Plan, and any
ambiguities in this Agreement will be interpreted by reference to the Plan. In
the event that any provision of this Agreement is inconsistent with the terms of
the Plan, the terms of the Plan will prevail.
11. Miscellaneous.
11.1 Binding Effect. This Agreement will be binding upon the heirs,
executors, administrators and successors of the parties to this Agreement.
11.2 Governing Law. This Agreement and all rights and obligations under
this Agreement will be construed in accordance with the Plan and governed by the
laws of the State of Delaware, without regard to conflicts or choice of law rule
or principle that might otherwise refer construction or interpretation of this
Agreement to the substantive laws of another jurisdiction.
11.3 Entire Agreement. This Agreement and the Plan set forth the entire
agreement and understanding of the parties to this Agreement with respect to the
grant and exercise of the Option and the administration of the Plan and
supersede all prior agreements, arrangements, plans and understandings relating
to the grant and exercise of the Option and the administration of the Plan.
11.4 Amendment and Waiver. Other than as provided in the Plan, this
Agreement may be amended, waived, modified or canceled only by written
instrument executed by the parties to this Agreement or, in the case of a
waiver, by the party waving compliance.
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The parties to this Agreement have executed this Agreement effective the
day and year first above written.
CERIDIAN CORPORATION
By:
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Its:
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By execution of this Agreement, OPTIONEE
the Optionee acknowledges having
received a copy of the Plan. ----------------------------------------
(Signature)
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(Name and Address)
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Social Security Number:
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Version: 01-29-2002
