Form of Senior Executive Form of Stock Option Agreement



 Exhibit 10.9 
 CERIDIAN HOLDING CORP. 
 2007 STOCK
INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
 REFERENCE NUMBER: 2007-A 
 SECTION 1. GRANT OF OPTION. 
 (a) Option. On the terms and conditions set forth in this Agreement and each Notice of Stock Option
Grant referencing this Agreement (the “Notice”), the Company grants to the Optionee on the Date of Grant an option to purchase at the Exercise Price a number of Shares, all as set forth in the Notice. Each such Notice, together with
this referenced Agreement, shall be a separate option governed by the terms of this Agreement. This option is intended to be a Nonstatutory Option. 
 (b)
Defined Terms. This option is granted under and subject to the terms of the Plan, which is incorporated herein by this reference. Capitalized terms are defined in Section 14 of this Agreement. 
 SECTION 2. RIGHT TO EXERCISE. 
 Subject to the
conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice. 
 SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION. 
 This option and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise), except set forth in Section 12(a) of the Plan, and shall not be subject to execution, attachment or other similar process. 
 SECTION 4. EXERCISE PROCEDURES. 
 (a) Notice of
Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the Company specifying the election to exercise this option, the number of Shares for which it is being exercised and the
form of payment. Exhibit A is an example of a “Notice of Exercise”. The Notice of Exercise shall be signed by the person exercising this option. In the event that this option is being exercised by the Optionee’s
representative, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving
the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price. 







 (b) Withholding Requirements. The Company may withhold any tax (or other governmental obligation) as a
result of the exercise of this option, as a condition to the exercise of this option, and the Optionee shall make arrangements reasonably satisfactory to the Company to enable it to satisfy all such withholding requirements. The Optionee shall also
make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the disposition of Shares purchased by exercising this option. 
 (c) Stockholders Agreement. As a condition to the exercise of this option, each Optionee must become a party to the Stockholders Agreement as a “Management
Holder” thereunder. 
 (d) Issuance of Shares. After receiving a proper notice of exercise and after satisfaction of the conditions of this
Agreement, including, without limitation Sections 4(c) and 7 and 9, the Company shall cause to be issued a certificate or certificates for the Shares as to which this option has been exercised, registered in the name of the person exercising this
option. 
 SECTION 5. PAYMENT FOR SHARES. 
 (a) Cash or
Check. All or part of the Purchase Price may be paid in cash or by personal check at the time this option is exercised. 
 (b) Net Cashless
Exercise. In lieu of paying the Purchase Price as described in Section 5(a) above, at any time when the Company is not required to file periodic reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Optionee
may pay all or a portion of the Purchase Price and any applicable withholding requirements by reducing the number of Shares otherwise to be delivered upon exercise of this option by the number of such Shares having a Fair Market Value equal to the
amount to be paid upon exercise and any applicable withholding amount. 
 (c) Alternative Methods of Payment for Shares. At the sole discretion of the
Committee, all or any part of the Purchase Price and any applicable withholding requirements may be paid by any alternative method selected by the Committee. The Committee’s exercise of its discretion to allow the Optionee to pay the exercise
price pursuant to an alternative method shall not bind the Committee to permit such alternative method of payment for the remainder of this option or with respect to any other option or optionee under the Plan. 
 SECTION 6. TERM AND EXPIRATION. 
 (a) Basic Term. Subject to
earlier termination in accordance with subsection (b) below, this option shall expire on the expiration date set forth in the Notice. 
 (b)
Termination of Service. If the Optionee’s Service terminates for any reason, then this option shall expire on the earliest of the following occasions: 
 (i) The expiration date determined pursuant to Subsection (a) above; 
 (ii) The date ninety
(90) days after the date of termination of the Optionee’s Service for any reason other than Cause; provided, however, that if the exercisability of the Options is limited by a restriction imposed by law upon the Company or any Subsidiary
or Affiliate of the Company (as opposed to any restriction imposed by law upon the participant) during such period, the ninety (90)-day in this clause (B) shall not begin until such restriction has lapsed; and 
  

 2 








 (iii) The date of termination of the Optionee’s Service if such termination is for Cause.

 For this purpose, if the Optionee is party to an employment agreement between the Optionee and the Company (or, if applicable, the Subsidiary or Affiliate
employing the Optionee), termination without Cause shall include termination of the Optionee’s Service (a) on expiration of the scheduled employment term in the employment agreement (if the employment agreement contains a scheduled term)
and (b) for “Good Reason” as defined in the employment agreement (if the employment agreement contains a definition of Good Reason). 
 Unless
the Notice shall otherwise provide, the Optionee (or in the case of the Optionee’s death or Disability, the Optionee’s representative) may exercise all or a part of this option at any time before the expiration date described in the
preceding sentence only to the extent that this option has become exercisable for vested Shares on or before the date the Optionee’s Service terminates. Unless the Notice shall otherwise provide, the balance of this option (which is not
exercisable and vested on the date the Optionee’s Service terminates) shall lapse when the Optionee’s Service terminates. 
 (c) Call
Right. 
 (i) If the Optionee’s Service is terminated for any reason, within ninety (90) days after such date of
termination, the Company shall have the right and option to purchase (the “Call Right”) and such Optionee, upon exercise of such Call Right, shall be required to sell to the Company any or all of the Shares acquired by Optionee
pursuant to this Agreement (the “Call Shares”) at the Fair Market Value; provided, however, that if the Optionee’s Service is terminated for Cause (as defined in the Optionee’s employment agreement, or if the Optionee is
not party to any such employment agreement, as defined in the Plan), in the event the Company exercises the Call Right, the repurchase price shall be the lower of the current Fair Market Value and the exercise price of the Option. In the event the
Optionee elects (to the extent permitted under Section 6(b) hereof) to exercise any of Optionee’s Options after the time the Company has exercised its Call Right hereunder, the Company shall have 90 days after any such exercise by the
Optionee to exercise its Call Right with respect to such additional Shares. For purposes of this Section 6(c), the definition of Fair Market Value contained in the Stock Purchase Agreement dated November 9, 2007 shall be used. 

(ii) If the Company desires to exercise its Call Right, the Company shall not later than the 90-day period described for such purchase in
Section 6(c)(i), send written notice to the Optionee of its intention to purchase the Call Shares, specifying the number of Call Shares to be purchased (the “Call Notice”). The closing of the purchase shall take place at the
principal office of the Company on the later of the date that is thirty (30) days after giving the Call Notice and the date that is ten (10) business days after the final determination of the Fair Market Value. The Optionee shall deliver
to the Company the Call Shares and duly executed instruments transferring title to the Call Shares to the Company against payment of the appropriate purchase price to such Optionee. 
  

 3 








 (iii) Any amounts payable under this Section 6(c) may be paid (A) in cash; or (B) by
offset of any obligation of the Optionee to the Company or its Affiliates. 
 (d) Put Right. 
 (i) If the Optionee’s Service is terminated as a result of death or Disability, within ninety (90) days after such date of termination, such
Optionee (or his or her estate or legal representative, as applicable) shall have the right and option to require the Company to purchase (the “Put Right”), and the Company, upon exercise of such Put Right, shall be required to
purchase any or all of the Shares acquired by such Optionee pursuant to this Agreement (the “Put Shares”) at Fair Market Value. For purposes of this Section 6(d), the definition of Fair Market Value contained in the Stock
Purchase Agreement dated November 9, 2007 shall be used. 
 (ii) If such Optionee (or his or her estate or legal representative, as
applicable) desires to exercise its Put Right, such Optionee (or his or her estate or legal representative, as applicable) shall not later than the 90-day period described for such purchase in Section 6(d)(i), send written notice to the Company
of its intention to require the purchase of the Put Shares, specifying the number and Fair Market Value (as determined by the Optionee) of the Put Shares to be purchased (the “Put Notice”). The closing of the purchase shall take
place at the principal office of the Company on the later of the date that is thirty (30) days after giving the Put Notice and the date that is ten (10) business days after the final determination of the Fair Market Value. Such Optionee
shall deliver to the Company the Put Shares and duly executed instruments transferring title to the Put Shares to the Company against payment of the appropriate purchase price to such Optionee. 
 (iii) Any amounts payable under this Section 6(d) may be paid (A) in cash; (B) by offset of any obligation of the Optionee to the Company
or its Affiliates; or (C) to the extent that payment in cash would give rise to an event of default under the Company’s or its Affiliate’s (i) principal credit agreement or (ii) senior notes indenture then in effect or be in
violation of applicable law, by delivery of a promissory note with interest accruing at the “prime rate” published in The Wall Street Journal on the date of issuance, which interest will be payable annually in arrears through
maturity. Such note will mature and be payable five years from the date of issuance or, if earlier, when such payment would not give rise to an “event of default” under the Company’s or its Affiliate’s (i) principal credit
agreement or (ii) senior notes indenture then in effect and would not be in violation of applicable law. 
  

 4 








 (e) Leaves of Absence. For any purpose under this Agreement, Service shall be deemed to continue while the
Optionee is on a bona fide leave of absence, if such leave was approved by the Company or any Subsidiary in writing or if continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as
determined by the Company or Subsidiary). 
 SECTION 7. LEGALITY OF INITIAL ISSUANCE. 
 No Shares shall be issued upon the exercise of this option unless and until the Company has determined that: 
  

	 	(a)	The Company and the Optionee have taken all actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;


  

	 	(b)	Any applicable listing requirement of any stock exchange or other securities market on which the Shares are listed has been satisfied; and 

  

	 	(c)	Any other applicable provision of state or federal law has been satisfied. 

 SECTION 8. REGISTRATION RIGHTS. 
 The Company may, but shall not be obligated to, register or qualify the sale of Shares
under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law. 
 SECTION 9. OPTIONEE REPRESENTATIONS AND COVENANTS 
 (a) Optionee
Undertaking. The Optionee agrees to take whatever additional action and execute whatever additional documents the Company may deem reasonably necessary or advisable to carry out or effect one or more of the obligations or restrictions
imposed on either the Optionee or upon the Shares pursuant to the provisions of this Agreement and the Stockholders Agreement. 
 (b) Investment Intent.
The Optionee represents and agrees that as of the Date of Grant, the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. If the sale of Shares under the Plan
is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon
exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. 
 SECTION 10. ADDITIONAL CONDITIONS. 
 (a) Securities Law
Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified 

  

 5 








 
under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares
(including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the
Securities Act or the securities laws of any state or any other law. Such restrictions may be in addition to the restrictions set forth in the Stockholders Agreement. 
 (b) Legends. In addition to any legends required by the Stockholders Agreement, all certificates evidencing Shares purchased under this Agreement shall bear the following legends: 
 “This security has not been registered under the Securities Act of 1933, as amended, or any foregoing or State securities laws and may not be
offered or sold except in compliance therewith. This security is also subject to additional restrictions on transfer as set forth in the Stockholders Agreement dated as of November 9, 2007, copies of which may be obtained upon request from
Ceridian Holding Corp. or any successor thereto.” 
 (c) Removal of Legends. If, in the opinion of the Company, any legend placed on a
stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

 (d) Administration. Any determination by the Company in connection with any of the matters set forth in this Section 10 shall be
conclusive and binding on the Optionee and all other persons. 
 SECTION 11. ADJUSTMENT OF SHARES. 
 In the event of a Recapitalization, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the
Exercise Price) shall be adjusted as set forth in Section 10(a) of the Plan. In the event that the Company is a party to a merger or consolidation or other transaction described in Section 10(b) of the Plan, this option shall be subject to
the agreement of merger or consolidation or other applicable transaction agreement, as provided in Section 10(b) of the Plan. 
 SECTION 12.
MISCELLANEOUS PROVISIONS. 
 (a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights
as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by (i) filing a notice of exercise, (ii) paying the Purchase Price as
provided in this Agreement, and (iii) satisfying the requirements of this Agreement. 
 (b) No Retention Rights. Nothing in this option or
in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the
Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 
  


 6 








 (c) Notification. Any notification required by the terms of this Agreement shall be given in writing and shall be
deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to the Company at its principal executive office and to the
Optionee at the address that he or she most recently provided to the Company. 
 (d) Entire Agreement. The Notice, this Agreement and the Plan (and
upon exercise of this option, the Stockholders Agreement) constitute the entire contract between the parties hereto with regard to the subject matter hereof and supersede any other agreements, representations or understandings (whether oral or
written and whether express or implied) which relate to the subject matter hereof. 
 (e) Waiver. No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. 
 (f) Successors and
Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Optionee, the Optionee’s permitted assigns and the legal representatives, heirs and
legatees of the Optionee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be join herein and be bound by the terms hereof. 
 (g) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts
entered into and performed in such State. 
 SECTION 13. INTENTIONALLY BLANK. 
 SECTION 14. DEFINITIONS. 
 (a) “Affiliate” shall mean any person or entity directly or
indirectly controlling, controlled by, or under common control with another person. 
 (b) “Agreement” shall mean this Stock Option
Agreement. 
 (c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

 (d) “Call Notice” shall have the meaning described in Section 6(c) of this Agreement. 
 (e) “Call Right” shall have the meaning described in Section 6(c) of this Agreement. 
 (f) “Call Shares” shall have the meaning described in Section 6(c) of this Agreement. 
 (g) “Cause” shall mean with respect to an Optionee, “cause” as defined in any employment agreement between the Optionee and the Company
(or, if applicable, the Subsidiary employing the Optionee) or if the Optionee is not a party to an employment agreement or “cause” is not 

  

 7 








 
defined therein, the following unless another meaning is specifically provided by the Committee or in the participant’s option agreement: 
  

	 	(i)	Any conviction or plea of guilty or nolo contendere to a felony or other crime involving moral turpitude, 

  

	 	(ii)	Any theft or embezzlement of the assets of the Company or a Subsidiary or Affiliate thereof, 

  

	 	(iii)	Any willful material misconduct or gross negligence, 

  

	 	(iv)	Any willful breach of any material written policy or any willful material breach of any confidential or proprietary information, non-compete or non-solicitation covenant for the
benefit of the Company or any of its Affiliates, or 

  

	 	(v)	Any continued failure by the participant to attempt in good faith to perform his or her duties as reasonably assigned to participant by participant’s manager for a period of 60
days after a written demand for such performance which specifically identifies the manner in which it is alleged the participant has not attempted in good faith to perform such duties. 

 (h) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. 
 (i) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan. 
 (j) “Company” shall mean Ceridian Holding Corp., a Delaware corporation and any successor thereto. 
 (k) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor,
excluding Employees and Directors. 
 (l) “Date of Grant” shall mean the date specified in the Notice, which date shall be the later
of (i) the date on which the Committee resolved to grant this option or (ii) the first day of the Optionee’s Service. 
 (m)
“Director” shall mean a member of the Board of Directors who is not an Employee. 
 (n) “Disability”, with
respect to the Optionee, shall mean (i) “disability” as defined in any employment agreement or engagement agreement between the between the Optionee and the Company (or, if applicable, the Subsidiary employing or retaining the
Optionee) or (ii) if the Optionee is not a party to any such agreement or “disability” is not defined therein, the following: (A) the inability of the Optionee to perform the duties of participant’s employment or engagement
with the Company due to physical or emotional incapacity or illness, where such inability continues for ninety (90) days and is expected to be of long-continued and indefinite duration; or (B) the Optionee shall be entitled to disability
retirement benefits under the federal Social Security Act or to recover benefits under any long-term disability plan or policy maintained by the Company or Subsidiary. 
  


 8 








 (o) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or
a Subsidiary. 
 (p) “Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended. 
 (q) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice.

 (r) “Fair Market Value” shall mean the fair market value of a Share as determined in good faith by the Board of
Directors through a reasonable application of a reasonable valuation method in a manner intended to comply with Section 409A of the Internal Revenue Code. Such determination shall be conclusive and binding on all persons. 
 (s) “Nonstatutory Option” shall mean a stock option not described in Sections 422(b). 
 (t) “Notice” shall have the meaning described in Section 1(a) of this Agreement. 
 (u) “Optionee” shall mean the person named in the Notice. 
 (v) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the execution of this Agreement shall be considered a
Parent commencing as of such date. 
 (w) “Permitted Transfers” shall have the meaning described in Section 10(a)
of this Agreement. 
 (x) “Plan” shall mean the Ceridian Holding Corp. 2007 Stock Incentive Plan. 
 (y) “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.

 (z) “Put Notice” shall have the meaning described in Section 6(d) of this Agreement. 
 (aa) “Put Right” shall have the meaning described in Section 6(d) of this Agreement. 
 (bb) “Put Shares” shall have the meaning described in Section 6(d) of this Agreement. 
 (cc) “Recapitalization” shall mean an event or series of events affecting the capital structure of the Company such as a stock split, reverse
stock split, stock dividend, extraordinary cash dividend, distribution, recapitalization, combination or reclassification of the Company’s securities. 
 (dd) “Securities Act” shall mean the Securities Act of 1933, as amended. 
  

 9 








 (ee) “Service” shall mean service as an Employee, Director or Consultant. 
 (ff) “Share” shall mean one share of common stock of the Company, with a par value of $0.0001 per share. 
 (gg) “Stockholders Agreement” shall mean the Stockholders Agreement dated as of November 9, 2007, among the Company and the other
parties therein as the same may be amended, and any other stockholders agreement, right of first refusal agreement, or other agreement regarding restrictions on the Optionee’s ability to vote, transfer, sell, assign, pledge or hypothecate the
Shares underlying this option, entered into by and among the Company and the other parties named therein that the Board of Directors of the Company requires the Optionee to enter into in connection with any Notice of Stock Option Grant. 

(hh) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each
of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the execution of this Agreement shall be considered a Subsidiary commencing as of such date. 
  

 10 








 EXHIBIT A 
 SAMPLE NOTICE OF EXERCISE 
 Ceridian Holding Corp.

 [Insert Address 
 Attn: Corporate Secretary] 
 To the Corporate Secretary: 
 I hereby exercise my stock option granted
under the Ceridian Holding Corp. 2007 Stock Incentive Plan (the “Plan”) and notify you of my desire to purchase the shares that have been offered pursuant to the Plan and related Option Agreement as described below. 
 I shall pay for the shares by delivery of a check payable to Ceridian Holding Corp. (the “Company”) in the amount described below in full payment for
such shares plus all amounts required to be withheld by the Company under state federal or local law as a result of such exercise or shall provide such documentation as is satisfactory to the Company demonstrating that I am exempt from any
withholding requirement. 
 This notice of exercise is delivered this          day of
                     (month)          (year). 
  

							
	 No. Shares to be Acquired
	 	 Type of Option
	 	 Exercise Price
	 	 Total

		 	Nonstatutory	 		 	
	Estimated Withholding	 	Nonstatutory only	 		 	
		 		 	Amount Paid	 	

  

	
	Very truly yours,
	
	  
	Signature of Optionee
	
	
	Optionee’s Name and Mailing Address
	
	 
	
	 
	
	 
	
	Optionee’s Social Security Number