EXHIBIT
10.4


 


CERIDIAN
CORPORATION

2004 LONG-TERM STOCK INCENTIVE PLAN


 


Restricted
Stock Award Agreement

(New Non-employee Director)


 


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 common stock, par value $0.01
per share (“Common Stock”), of the Company, 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 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 and 6 of this Agreement, twenty
percent (20%) of the Awarded Shares will vest on each of the first, second,
third, fourth and fifth anniversary dates of the Date of Grant, provided you
continue to be a director of the Company on each such vesting date.


 


5.                                       Termination
of Service. If your service as a member of the Board of Directors of the
Company terminates by reason of death, Disability (as defined in Section 9 of
this Agreement) or


 


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not standing for re-election to the Board, all unvested Awarded Shares
shall immediately and fully vest. If you voluntarily resign from the Board
(which does not include the submission of an offer not to stand for re-election
as a director in accordance with Company policies) prior to a Change of Control
(as defined in Section 9 of this Agreement), all unvested Awarded Shares shall
immediately be forfeited to the Company. If your service as a member of the
Board Directors of the Company terminates for any reason other than as
specified above prior to a Change of Control, the portion of the Awarded Shares
that were scheduled to vest on the next vesting date following the date of such
termination shall immediately vest, but all remaining unvested Awarded Shares
shall immediately be forfeited to the Company.


 


6.                                       Impact of a Change of Control. If
a Change of Control of the Company occurs, all 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 such 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 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.                                       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


 


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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 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


 


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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 within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended.


 


10.                                 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.


 


11.                                 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.


 


12.                                 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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  [NAME]

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant’s Mailing
  Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Version:  03/8/2006

  	
   

  	
   

  	
   

  
						



 


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