EXHIBIT 10.2


 


CERIDIAN CORPORATION


2004 LONG-TERM STOCK INCENTIVE PLAN


 


Restricted Stock Award Agreement


(Non-employee Director)


 


THIS
AGREEMENT between you, [NAME], and
Ceridian Corporation, a Delaware corporation (the “Company”), is dated as of [GRANT DATE] (the “Date of Grant”) and evidences the grant
of a Restricted Stock award pursuant to the 2004 Long-Term Stock Incentive Plan
of the Company (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.


 


1.                                       Award.  Effective as of the
Date of Grant, the Company has granted to you [NUMBER OF
SHARES] shares of the common stock, par value $0.01 per share (the “Awarded
Shares”), subject to the terms and conditions set forth in this Agreement and
the Plan.


 


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”).  The
Transfer Agent and 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 Section 5 of this
Agreement, [VESTING PERCENTAGE] percent of
the Awarded Shares will vest on each of the first [YEARS OF
VESTING] 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 terminates by reason of death, Disability
(as defined in Section 8 of this Agreement) or 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 terminates for any reason other than as specified above prior to a
Change of Control, the portion of the Participant’s 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 (as defined in Section 8
of this Agreement) of the Company occurs, all Award Shares will immediately
vest.


 


7.                                       Dividends
and Distributions.  Any dividends or distributions
(including regular, periodic cash dividends) paid with respect to Awarded
Shares that have not yet vested will be subject to the same restrictions on
transferability and the possibility of forfeiture to the Company as the Awarded
Shares to which the dividends or distributions relate.  To facilitate the enforcement of this
provision, any such dividends or distributions paid with respect to unvested
Awarded Shares shall be held by the Company or its agent designated for the
purpose until such time as the Awarded Shares to which the dividends or
distributions relate vest or are forfeited. 
If such Shares vest, the dividends or distributions with respect thereto
shall be paid or transferred to you at the time the certificate representing
such Shares is provided to you.  If such
Shares are forfeited, all of your right, title and interest in and to such
dividends and distributions shall automatically be transferred to the Company,
and you agree to execute any documents evidencing such transfer as may be
requested by the Company, either at the time of such transfer or in
anticipation of such transfer becoming necessary.


 


8.                                       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 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 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


 


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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 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.


 


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9.                                       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.


 


10.                                 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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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: 7-27-2005

  	
   

  
							



 


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