EXHIBIT
10.5


 


CERIDIAN
CORPORATION

2004 LONG-TERM STOCK INCENTIVE PLAN


 


Restricted
Stock Award Agreement

(Non-employee Director:  Retainer
Restricted Share Award)


 


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 Company’s common stock, par
value $0.01 per share (“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, (a) the Awarded Shares shall have vested pursuant to
Section 4 or 6 hereof and (b) your services as a member of the Board of
Directors of the Company have terminated.


 


3.                                       Book-Entry
Registration. Ownership of Awarded Shares which are subject to restrictions
on transferability 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 when all or a portion of your Awarded
Shares are no longer subject to restrictions on transferability pursuant to
Section 2 hereof, 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, the
Awarded Shares will vest pro rata over the calendar year in which the Date of
Grant for the Awarded Shares occurred (“Issuance Year”),


 


5.                                       Termination
of Service. If your service as a member of the Board of Directors of the
Company terminates prior to December 31 of the Issuance Year for any reason
prior to a Change of Control (as defined in Section 6 of this Agreement), a
portion of the Awarded Shares shall immediately be forfeited to the Company. The
portion of the Awarded Shares subject to forfeiture


 

















 


shall be determined by multiplying the number of Awarded Shares by a
fraction, the numerator of which is the number of days remaining in the
Issuance Year after the date of termination of service and the denominator of
which is 365, rounded down to the nearest whole share.


 


6.                                       Impact of a Change of Control. If
a Change of Control occurs, all unvested Awarded Shares will immediately and
fully vest, but shall remain subject to the restrictions on transferability set
forth in Section 2 of this Agreement until your service as a member of the
Board of Directors of the Company has terminated. For purposes of this Agreement, a “Change of Control” shall mean the
first of the following events to occur:


 


(a)                                  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


 


(b)                                 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) above, does not constitute a Change of Control; or


 


(c)                                  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


 


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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


 


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


 


(e)                                  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 1, 2006, 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


 


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


 


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 in accordance with
Sections 4 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.                                       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


 


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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.


 


10.                                 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.


 


11.                                 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
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  Version:  3/8/2006

  	
   

  	
   

  	
   

  
						



 


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