EXHIBIT 10.1


 


CERIDIAN CORPORATION


2004 LONG-TERM STOCK INCENTIVE PLAN


 


Non-Qualified Stock Option Agreement


(Non-employee Director)


 


THIS
AGREEMENT is entered into and effective as of [GRANT DATE]
(the “Date of Grant”), by and between Ceridian Corporation, a Delaware
corporation (the “Company”), and [NAME] (the “Optionee”).


 


A.                                   The
Company has adopted the Ceridian Corporation 2004 Long-Term Stock Incentive
Plan (as may be amended or supplemented, the “Plan”) authorizing the Compensation
and Human Resources Committee of the Board of Directors of the Company (the “Committee”),
to grant stock options to Eligible Persons.


 


B.                                     The
Company desires to give the Optionee an inducement to acquire a proprietary
interest in the Company and an added incentive to advance the interests of the
Company by granting to the Optionee an option to purchase shares of common
stock of the Company pursuant to the Plan.


 


Accordingly,
the parties agree as follows:


 


1.                                       Grant
of Option.


 


The
Company hereby grants to the Optionee the right, privilege and option (the “Option”)
to purchase [NUMBER OF SHARES] shares (the “Option
Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”),
according to the terms and subject to the conditions hereinafter set forth and
as set forth in the Plan.  The Option
granted hereunder shall not be an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


2.                                       Option
Exercise Price.


 


The
per share price to be paid by Optionee in the event of an exercise of the
Option will be $[STRIKE PRICE].


 


3.                                       Duration
of Option and Time of Exercise.


 


3.1                                 Initial
Period of Exercisability.  Except as
provided in Sections 3.2 and 3.3 hereof, the Option shall become exercisable in
full six months from the Date of Grant and shall become void and expire at
midnight (Minneapolis time) on the [TERM OF OPTION]
anniversary of the Date of Grant and may not be exercised after that time (the “Time
of Option Termination”).


 


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3.2                                 Termination
of Service.  If Optionee’s services
as a director of the Company ceases by reason of death, Disability or not
standing for re-election to the Board, the Option shall become immediately
exercisable in full and remain exercisable until the Time of Option
Termination.  If Optionee voluntarily
resigns from the Board (which does not include the submission of an offer not
to stand re-election as a director in accordance with Company policies), Optionee
shall have three months following the date of such cessation of service as a
director to exercise this Option (but in no event after the Time of Option
Termination), but only to the extent that Optionee was entitled to exercise it
as of the date of such cessation.  If Optionee’s
services as a director of the Company ceases for any reason other than those
specified earlier in this section, this Option shall remain exercisable until
the Time of Option Termination, but only to the extent that Optionee was
entitled to exercise it as of the date of such cessation.


 


3.3                                 Impact
of Change of Control.  If a Change of
Control (as defined in Section 8 of this Agreement) occurs, the Option
will become immediately exercisable in full and will, notwithstanding the
provisions of Section 3.2 hereof, remain exercisable until the Time of
Option Termination, regardless of whether the Optionee remains as a director of
the Company.  In addition, if a Change of
Control of the Company occurs, the Committee, in its sole discretion and
without the consent of the Optionee, may determine that the Optionee will
receive, with respect to some or all of the Option (and in satisfaction of the
applicable portion of the Option), as of the effective date of any such Change
of Control of the Company, cash in an amount equal to the excess of the Fair
Market Value (as defined in the Plan) of the applicable Option Shares
immediately prior to the effective date of such Change of Control of the
Company over the Option Exercise Price per share of the Option.


 


4.                                       Manner
of Option Exercise.


 


4.1                                 Notice.  This Option may be exercised by the Optionee
in whole or in part from time to time, subject to the conditions contained in
the Plan and in this Agreement, by delivery, in person, by facsimile or
electronic transmission or through the mail, to the Company at its principal
executive office in Minneapolis, Minnesota USA (Attention:  Corporate Treasury), of a written notice of
exercise.  Such notice must be in a form
satisfactory to the Committee, must identify the Option, must specify the
number of Option Shares with respect to which the Option is being exercised,
and must be signed by the person or persons so exercising the Option.  Such notice must be accompanied by payment in
full of the total exercise price and any applicable taxes for the Option Shares
to be purchased.  In the event that the
Option is being exercised, as provided by the Plan and Section 3.2 of this
Agreement, by any person or persons other than the Optionee, the notice must be
accompanied by appropriate proof of right of such person or persons to exercise
the Option.  If the Optionee retains the
Option Shares purchased, as soon as practicable after the effective exercise of
the Option, the Optionee will be recorded on the stock transfer books of the
Company as the owner of the Option Shares purchased, and the Company will
deliver to the Optionee one or more duly issued stock certificates evidencing
such ownership.


 


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4.2                                 Payment.  At the time of exercise of the Option, the
Optionee must pay the total exercise price of the Option Shares to be purchased
entirely in cash (including a check, bank draft or money order, payable to the
order of the Company); provided, however, that the Committee, in its sole
discretion and upon terms and conditions established
by the Committee, may allow such payment to be made, in whole or in part, by
tender of a Broker Exercise Notice or Previously Acquired Shares (as such terms
are defined in Section 8 of this Agreement), or by a combination of such
methods.  In the event the Optionee is
permitted to pay the total purchase price of the Option in whole or in part
with Previously Acquired Shares, the value of such shares will be equal to
their Fair Market Value on the date of exercise of the Option.  The delivery of any shares already owned by
the Optionee may be made through delivery of a written attestation of ownership
if permitted by the Committee.


 


5.                                       Rights
and Restrictions of Optionee; Transferability.


 


5.1                                 Rights
as a Stockholder.  The Optionee will
have no rights as a stockholder unless and until all conditions to the
effective exercise of the Option (including, without limitation, the conditions
set forth in Sections 4 and 6 of this Agreement) have been satisfied and the
Optionee has become the holder of record of such shares.  No adjustment will be made for dividends or
distributions with respect to the Option Shares as to which there is a record
date preceding the date the Optionee becomes the holder of record of such
Option Shares, except as may otherwise be provided in the Plan or determined by
the Committee in its sole discretion.


 


5.2                                 Restrictions
on Transfer.  Except as otherwise
provided by the Committee, neither the Option nor any rights under the Option
shall be transferable by the Optionee other than by will or by the laws of
descent and distribution.  The Committee
may establish procedures as it deems appropriate for the Optionee to designate
a Person or Persons, as beneficiary or beneficiaries, to exercise the rights of
the Optionee and receive any property distributable with respect to the Option
in the event of the Optionee’s death. 
The Option shall be exercisable during the Optionee’s lifetime only by
the Optionee or, if permissible under applicable law, by the Optionee’s guardian
or legal representative.  Neither the
Option nor any right under any the Option may be pledged, alienated, attached
or otherwise encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Company or any
Affiliate.


 


6.                                       Securities
Law and Other Restrictions.


 


Notwithstanding
any other provision of the Plan or this Agreement, the Company will not be
required to issue, and the Optionee may not sell, assign, transfer or otherwise
dispose of, any Option Shares, unless (a) there is in effect with respect
to the Option Shares a registration statement under the Securities Act of 1933,
as amended, and any applicable state or foreign securities laws or an exemption
from such registration, (b) the Option Shares have been admitted for
trading on the New York Stock Exchange or any other securities exchange or the
National Association of Securities Dealers, Inc. that are


 


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applicable to the
Company, and (c) there has been obtained any other consent, approval or
permit from any other regulatory body which the Committee, in its sole
discretion, deems necessary or advisable. 
The Company may condition such issuance, sale or transfer upon the
receipt of any representations or agreements from the parties involved, and the
placement of any legends on certificates representing Option Shares, as may be
deemed necessary or advisable by the Company in order to comply with such
securities law or other restrictions.


 


7.                                       Adjustments.


 


In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Common Stock,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Common Stock or other securities of the
Company, issuance of warrants or other rights to purchase Common Stock or other
securities of the Company or other similar corporate transaction or event
affects the Common Stock such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan, then the Committee
shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Common Stock (or other securities or other property) subject
to the Option and (ii) the exercise price with respect to the Option.


 


8.                                       Certain Definitions.


 


For purposes of this Agreement, the following
additional definitions will apply:


 


(a)                                  “Broker
Exercise Notice” means a written notice pursuant to which Optionee, upon
exercise of an Option, irrevocably instructs a broker or dealer to sell a
sufficient number of shares or loan a sufficient amount of money to pay all or
a portion of the exercise price of the Option and remit such sum to the Company
and directs the Company to deliver stock certificates to be issued upon such
exercise directly to such broker or dealer.


 


(b)                                 “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


 


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(ii)  the direct
or indirect beneficial ownership (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) 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 of 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


 


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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.


 


(c)                                  “Disability”
means the permanent and total disability of the Optionee within the meaning of Section 22(e)(3) of
the Code.


 


(d)                                 “Previously Acquired Shares” means shares of Common Stock that are already owned
by the Optionee or that are to be issued upon the exercise of the Option.


 


9.                                       Subject
to Plan.


 


The
Option and the Option 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 the Optionee, by execution
of this Agreement, acknowledges 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.                                 Miscellaneous.


 


10.1                           Binding
Effect.  This Agreement will be
binding upon the heirs, executors, administrators and successors of the parties
to this Agreement.


 


10.2                           Governing
Law.  This Agreement and all rights
and obligations under this Agreement will be construed in accordance with the
Plan and governed by the laws of the State of Delaware, without regard to
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Agreement to the substantive laws of
another jurisdiction.


 


10.3                           Entire
Agreement.  This Agreement and the
Plan set forth the entire agreement and understanding of the parties to this
Agreement with respect to the grant and exercise of the Option and the administration
of the Plan and supersede all prior agreements, arrangements, plans and
understandings relating to the grant and exercise of the Option and the
administration of the Plan.


 


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10.4                           Amendment
and Waiver.  Other than as provided
in the Plan, this Agreement may be amended, waived, modified or canceled only
by a written instrument executed by the parties to this Agreement or, in the
case of a waiver, by the party waiving compliance.


 


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


 


 


	
  CERIDIAN
  CORPORATION

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  [NAME]

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
  Mailing Address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By execution of
  this Agreement, Optionee

  acknowledges having received a copy of

  the Plan.

  	
   

  
	
   

  	
   

  
	
  Version:
  7-27-2005

  	
   

  
							



 


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