EXHIBIT
10.3


 


CERIDIAN CORPORATION


2004 LONG-TERM STOCK INCENTIVE
PLAN


 


Restricted Stock Award Agreement


(U.S. Employee)


 


 


This Agreement between you, [NAME],
and Ceridian Corporation, a Delaware corporation (the “Company”), is effective
as of [GRANT DATE] (the “Date of Grant”) and
evidences the grant of a Restricted Stock award pursuant to the Ceridian
Corporation 2004 Long-Term Stock Incentive Plan (the “Plan”).  Any capitalized term used in this Agreement
which is defined in the Plan shall have the same meaning as set forth in the
Plan, unless otherwise defined herein.


 


1.                                       Award.  Effective as of the
Date of Grant, the Company has granted to you [NUMBER OF
SHARES] shares of the common stock, par value $0.01 per share, of
the Company (“Common Stock”), subject to the terms and conditions set forth in
this Agreement and the Plan (the “Awarded Shares”).


 


2.                                       Restrictions
on Transferability.  Awarded Shares may not be sold,
transferred, assigned, pledged or otherwise used as collateral by you unless
and until, and then only to the extent that, restrictions on transferability
shall have lapsed in accordance with the Plan and this Agreement.  In this Agreement, the lapsing of such
transferability restrictions is referred to as “vesting,” and Awarded Shares
that are no longer subject to such transferability restrictions are referred to
as “vested.”


 


3.                                       Book-Entry
Registration.  Ownership
of Awarded Shares which are not yet vested shall not be evidenced by a stock
certificate, but rather shall be evidenced by an entry in a certificateless
book-entry stock account maintained by the Company’s transfer agent for its Common
Stock (the “Transfer Agent”) or another custodian designated by the Company.  You will receive written notification from
the Company of the vesting of all or a portion of your Awarded Shares, and you
will receive written instructions on how you may transfer or obtain a stock
certificate for your unrestricted shares. 
To facilitate the transfer to the Company of any Awarded Shares that you
might subsequently forfeit in accordance with the terms of this Agreement, you
agree to sign and promptly return to the Company with a signed copy of this
Agreement such stock power(s) as the Company may request.


 


4.                                       Vesting
of Awarded Shares.  Subject to Sections 5, 6 and 10 of
this Agreement, one-third of the Awarded Shares will vest during the period of
your employment with the Company and its Subsidiaries (as defined in Section 13
of this Agreement) on each of the first, second and third anniversaries of the
Date of Grant.


 


5.                                       Termination
of Employment.  If your employment with the
Company and all Subsidiaries terminates due to death or Disability (as defined
in Section 13 of this Agreement), all unvested Awarded Shares will immediately
and fully vest.  If your employment with
the Company 


 

















 


and all Subsidiaries terminates for any other
reason prior to a Change of Control (as defined in Section 13 of this
Agreement), you will immediately forfeit to the Company any Awarded Shares that
have not yet vested as of the employment termination date.


 


6.                                       Impact
of a Change of Control. If a Change of Control occurs, all unvested Awarded
Shares will immediately and fully vest.


 


7.                                     Rights
with Respect to the Awarded Shares. 
With respect to the Awarded Shares, you shall be entitled to exercise
the rights of a shareholder of Common Stock of the Company, including the right
to vote the Awarded Shares and the right to receive dividends thereon as
provided in Section 8 of this Agreement, unless and until the Awarded Shares
are forfeited pursuant to Section 5 hereof. 
Your rights with respect to the Awarded Shares shall remain forfeitable
at all times prior to the date or dates on which the Awarded Shares vest, and
the restrictions with respect to the Awarded Shares lapse, in accordance with
Sections 4, 5 or 6 hereof.


 


8.                                       Dividends
and Distributions.  If there is any change in the
number or character of the Common Stock of the Company (through any stock
dividend or other distribution, recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation split-up, spin-off, combination,
repurchase or exchange of shares or otherwise), you shall then receive upon
such vesting the number and type of securities or other consideration which you
would have received if such Awarded Shares had vested prior to the event
changing the number or character of the outstanding Common Stock.  Any additional shares of Common Stock, any
other securities of the Company and any other property (including cash
dividends or other cash distributions) distributed with respect to the Awarded
Shares prior to the date the Awarded Shares vest and become free of
restrictions on transferability shall be subject to the same restrictions,
terms and conditions as the Awarded Shares to which they relate, shall be
promptly deposited with the Transfer Agent or another custodian designated by
the Company and shall be distributed to you at the same time the Awarded Shares
become free of restrictions on transferability.


 


9.                                       Continued
Employment.  Nothing
in this Agreement shall confer upon you any right with respect to continuance
of employment by the Company or any of its Subsidiaries, nor interfere in any
way with the right of the Company or any of its Subsidiaries to terminate your
employment at any time.


 


10.                                 Prohibited
Activities.


 


(a)                                  You agree that you will not take any Adverse Actions
(as defined in Section 10(b) below) against the Company or any Subsidiary at
any time during the period that the Award Shares have not vested in full or at
any time before one year following your termination of employment with the
Company or any Subsidiary, whichever is later (the “Restricted Period”).  You acknowledge that damages which may arise
from a breach of this Section 10 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 you have taken Adverse Actions against
the Company or any Subsidiary at any time during the Restricted Period, in
addition to other legal


 


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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) you will forfeit any Awarded
Shares that are not yet vested effective the date on which you enter into such
activity, and (iii) any taxable income realized by you from the grant or
vesting of Awarded Shares during a period beginning six months prior to the
date on which you enter into such activity shall be paid by you to the Company.


 


(b)                                 For purposes of this Agreement, an “Adverse Action”
will mean any of the following:  (i) failing
to adhere to the Company’s Code of Conduct; (ii) 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; (iii) 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; (iv) participating in the ownership, operation or control of, being
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;
(v) making, or causing or attempting to cause any other person or entity to
make, any statement, either written or oral, or conveying any information about
the Company or any Subsidiary that is
disparaging or that in any way reflects negatively on the Company or any
Subsidiary; or (vi) 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 10 of the
Agreement be held invalid or illegal, such illegality shall not invalidate the
whole of this Section 10 of the Agreement, but, rather, this 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, you expressly agree 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.  You acknowledge the uncertainty of the law in
this respect and expressly stipulate that this Agreement shall be construed in
a manner that renders its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable law.  This Section 10 of the Agreement does not
replace and is in addition to any other agreements you may have with the
Company or any of its Subsidiaries on the matters addressed herein.  This Section 10 shall not apply to any
termination which takes place on or following a Change of Control.


 


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11.                                 Payment
of Amounts Owed. By accepting this Agreement, you consent to a reduction
from any amounts the Company owes you from time to time (including wages or
other compensation) of any amount you owe the Company under Section 10 of the
Agreement. If the Company does not recover by means of set-off the full amount
you owe it, you agree to immediately repay the unpaid balance to the Company.




12.                                 Tax Withholding.  In order to comply with all
applicable federal, state, local or foreign income tax laws or regulations, the
Company may take such action as it deems appropriate to ensure that all
applicable federal, state, local or foreign payroll, withholding, income or
other taxes, which are your sole and absolute responsibility, are withheld or
collected from you.  In order to assist
you in paying all or a portion of the applicable taxes to be withheld or
collected upon the grant or vesting of the Awarded Shares, the Committee, in
its discretion and subject to such additional terms and conditions as it may
adopt, may permit you to satisfy such tax obligations by (a) electing
to have the Company withhold a portion of the Awarded Shares otherwise to be
delivered upon vesting with a Fair Market Value equal to the amount of such
taxes or (b) delivering to the Company Shares other than the vested
Awarded Shares with a Fair Market Value equal to the amount of such taxes.  The election, if any, must be made on or
before the date that the amount of tax to be withheld is determined.


 


13.                                 Certain
Definitions. For purposes of this Agreement, the following additional definitions
will apply:


 


(a)                                  “Change of Control” shall
mean the first of the following events to occur:


 


(i)                                     there is consummated a merger or
consolidation to which the Company  or
any direct or indirect subsidiary of the Company  is a party if the merger or consolidation
would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) less than 60% of the combined voting
power of the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation; or


 


(ii)                                  the direct or indirect beneficial
ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) in the aggregate of securities of the Company
representing 20% or more of the total combined voting power of the Company’s
then issued and outstanding securities is acquired by any person or entity or
group of associated persons or entities acting in concert; provided, however,
that for purposes hereof, the following acquisitions shall not constitute a
Change of Control: (1) any acquisition by the Company or any of its
subsidiaries, (2) any acquisition directly from the Company or any of its
subsidiaries, (3) any acquisition by any employee benefit plan (or related
trust or fiduciary) sponsored or maintained by the Company or any corporation
controlled by the Company, (4) any acquisition by an underwriter temporarily
holding securities pursuant to an offering of such securities, (5) any
acquisition by a corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same


 


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proportions
as their ownership of stock of the Company, (6) any acquisition in connection
with which, pursuant to Rule 13d-1 promulgated pursuant to the Exchange Act,
the individual, entity or group is permitted to, and actually does, report its
beneficial ownership on Schedule 13G (or any successor Schedule); provided
that, if any such individual, entity or group subsequently becomes required to
or does report its beneficial ownership on Schedule 13D (or any successor
Schedule), then, for purposes of this paragraph, such individual, entity or
group shall be deemed to have first acquired, on the first date on which such
individual, entity or group becomes required to or does so report, beneficial
ownership of all of the voting securities of the Company beneficially owned by
it on such date, and (7) any acquisition in connection with a merger or
consolidation which, pursuant to paragraph (a)(i) above, does not constitute a
Change of Control; or


 


(iii)                               there is consummated a transaction
contemplated by an agreement for the sale or disposition by the Company of all
or substantially all of the Company’s assets, other than a sale or disposition
by the Company of all or substantially all of the Company’s assets to an
entity, at least 60% of the combined voting power of the voting securities of
which are owned by stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such sale;
or


 


(iv)                              the stockholders of the Company
approve any plan or proposal for the liquidation of the Company; or


 


(v)                                 a change in the composition of the
Board such that the “Continuity Directors” cease for any reason to constitute
at least a majority of the Board.  For
purposes of this clause, “Continuity Directors” means those members of the
Board who either (i) were directors on January 29, 2002, or (ii) were elected
by, or on the nomination or recommendation of, at least a two-thirds (2/3)
majority of the then-existing Board (other than a director whose initial
assumption of office was in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company); or


 


(vi)                              such other event or transaction as
the Board shall determine constitutes a Change of Control.


 


(b)                                 “Disability” means your
disability such as would entitle you to receive disability income benefits
pursuant to the long-term disability plan of the Company or Subsidiary then
covering you or, if no such plan exists or is applicable to you, your permanent
and total disability within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended.


 


(c)                                  “Subsidiary” means (i) any
entity that, directly or indirectly through one or more intermediaries, is
controlled by the Company or (ii) any entity in which the Company has a
significant equity interest, in each case as determined by the Committee.


 


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14.                                 Subject
to Plan.  The Award and the Awarded
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 by execution of this
Agreement, you acknowledge 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.


 


15.                                 Governing Law.  The validity, construction,
interpretation, administration and effect of this Agreement will be governed by
and construed exclusively in accordance with the laws of the State of Delaware,
without regard to its conflicts of law principles.


 


16.                                 Successors and Assigns.  This
Agreement will be binding upon and inure to the benefit of the successors and
permitted assigns of you and the Company.


 


[The Remainder of the
Page Left Intentionally Blank]


 


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                                                In
Witness Whereof, you and Ceridian Corporation have executed this Agreement as
of the Date of Grant.


 


	
  CERIDIAN CORPORATION

  	
   

  	
  AWARD RECIPIENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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Version:  2-17-2006


 


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