EXHIBIT
10.1


 


CERIDIAN
CORPORATION


2004
LONG-TERM STOCK INCENTIVE PLAN


 


Restricted
Stock Unit 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 Unit 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.  The Company intends that this
Agreement comply in form and operation with the requirements of Section 409A of
the Code.


 


1.                                       Award.  Effective
as of the Date of Grant, the Company has granted to you [NUMBER OF UNITS]
Restricted Stock Units, each Restricted Stock Unit representing the right to
receive a share of the common stock, par value $0.01 per share of the Company (“Common
Stock”), upon vesting as set forth in Section 3 below and subject to the terms
and conditions set forth in this Agreement and the Plan (“Restricted Stock
Units”).  The Restricted Stock Units
granted pursuant to this Agreement are not shares of Common Stock and do not
and shall not give you any of the rights and privileges of a shareholder of
Common Stock.  Your rights with respect
to the Restricted Stock Units shall remain forfeitable at all times prior to
the date or dates on which the Restricted Stock Units vest, and the
restrictions with respect to the Restricted Stock Units lapse, in accordance
with the terms of this Agreement.


 


2.                                       Restrictions on Transferability.  Restricted Stock Units 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 Restricted
Stock Units that are no longer subject to such transferability restrictions are
referred to as “vested.”


 


3.                                       Vesting of Restricted Stock Units.  Subject
to Sections 5, 6 and 9 of this Agreement, one-third of the Restricted Stock
Units will vest during the period of your employment with the Company and its
Subsidiaries (as defined in Section 12 of this Agreement) on each of the first,
second and third anniversaries of the Date of Grant.


 


4.                                       Payment of Restricted Stock Units. 
Following the vesting of a Restricted Stock Unit, the Company shall
promptly credit one share of Common Stock for such Restricted Stock Unit to a
certificateless book-entry stock account maintained for you by the Company’s
transfer agent (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
Restricted Stock Units, and 


 

















 


you will receive written instructions on how
you may transfer or obtain a stock certificate for your unrestricted shares.


 


5.                                       Termination of Employment.  If your employment with the Company
and all Subsidiaries terminates due to death or Disability (as defined in
Section 12 of this Agreement), all unvested Restricted Stock Units will
immediately and fully vest.  If your
employment with the Company and all Subsidiaries terminates due to Retirement
(as defined in Section 12 of this Agreement), all unvested Restricted Stock
Units will continue to vest as if your employment had not been terminated, and
the Company will not accelerate the payment of your Restricted Stock Units
prior to the date provided under Section 3 and 4, except upon death,
Disability, Change of Control (as defined in Section 12 of the Agreement) or as
may be permitted under Section 409A of the Code.  If your employment with the Company and all
Subsidiaries terminates for any other reason prior to a Change of Control, you
will immediately forfeit to the Company any Restricted Stock Units 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 Restricted Stock Units will immediately and
fully vest.


 


7.                                       Dividend Equivalents and Distributions.  If
there is any change in the number or character of 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 the number and type of securities or other consideration
which you would have received if such Restricted Stock Units 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
Restricted Stock Units shall be subject to the same restrictions, terms and
conditions as the Restricted Stock Units 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 Restricted
Stock Units become free of restrictions on transferability.


 


8.                                       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.


 


9.                                       Prohibited Activities.


 


(a)                                  You agree that you
will not take any Adverse Actions (as defined in Section 9(b) below) against
the Company or any Subsidiary at any time during the period that the Restricted
Stock Units 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 9 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 


 


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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 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 Restricted Stock Units 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 Restricted Stock Units 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 9 of the Agreement be held invalid or illegal, such
illegality shall not invalidate the whole of this Section 9 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 shall 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 9 of the Agreement does not
replace and is in addition to any other agreements you may have with the
Company


 


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or any of its Subsidiaries on the matters addressed
herein. This Section 9 shall not apply to any termination which takes place on
or following a Change of Control.




10.                                 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 9 of this 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.


 


11.                                 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 Restricted Stock Units, 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 shares of Common Stock otherwise to be delivered upon the vesting
of the Restricted Stock Units with a Fair Market Value equal to the amount of
such taxes or (b) delivering to the Company shares of Common Stock other
than the shares of Common Stock obtained from the vested Restricted Stock Units
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.


 


12.                                 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 you or, if no such
agreement or policy exists, will mean (i) failure to adhere to the Company’s
Code of Conduct, (ii) dishonesty, fraud, misrepresentation, theft, embezzlement
or injury or attempted injury, in each case related to the Company or any
Subsidiary, (iii) any unlawful or criminal activity of a serious nature, (iv)
any breach of duty, habitual neglect of duty or unreasonable job performance,
or (v) any material breach of any employment, service, confidentiality or
noncompete agreement entered into with the Company or any Subsidiary.


 


(b)                                 “Change of Control”  shall mean the first of the following events
to occur, provided that such event constitutes a “change of control” within the
meaning of Section 409A of the Code:


 


(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


 


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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 35% 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 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 (b)(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 


 


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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.


 


(c)                                  “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 Code,
provided you are considered “disabled” within the meaning of Section 409A of
the Code.


 


(d)                                 “Retirement” means the
termination (other than for Cause or by reason of death or Disability) of your
employment or other service on or after the date on which you have attained the
age of 55 and have completed 10 years of continuous service to the Company or
any Subsidiary (such period of service to be determined in accordance with the
service policy or practices of the Company or Subsidiary for which you were
employed).


 


(e)                                  “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.


 


13.                         Subject
to Plan. The Award and the Restricted Stock Units 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.


 


14.                         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.


 


15.                         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.


 


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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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  Employee Number

  	
   

  
	
   

  	
   

  	
   

  
	
  Version:
  02-17-06

  	
   

  	
   

  



 


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