EXHIBIT 10.17
CERIDIAN CORPORATION
PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT
1993 Long-Term Incentive Plan
This Agreement is entered into by Ceridian Corporation (the
"Company") and (the "Participant") as of
, 1994 (the "Date of Grant") to evidence the making
of a Restricted Stock Award pursuant to the Company's 1993 Long-
Term Incentive Plan (the "Plan"). Any capitalized term used
herein which is defined in the Plan shall have the same meaning
as set forth therein.
1. Effective as of the Date of Grant, the Company has
granted to the Participant shares of the Company's Common
Stock (the "Awarded Shares"), subject to the terms and conditions
set forth in this Agreement and all the provisions of the Plan.
2. Awarded Shares may not be sold, transferred, assigned,
pledged or otherwise used as collateral by the Participant 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. 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"). To facilitate the transfer to the
Company of any Awarded Shares that are forfeited by the
Participant in accordance with the terms of the Plan and this
Award Agreement, the Participant agrees to sign and promptly
return to the Company such stock power(s) as the Company may
request. Upon written notification by the Company to the
Transfer Agent of the vesting of all or a portion of the Awarded
Shares, a stock certificate evidencing such unrestricted shares
shall be issued in the name of the Participant and delivered to
the Participant.
4. Except as otherwise expressly provided in Sections 5 and
6 hereof, vesting of Awarded Shares will occur only during the
period of the Participant's employment with the Company or its
Subsidiaries, and at the times and to the extent specified in
this Section 4.
(a) For purposes of this Section 4, the following terms
shall have the meanings indicated:
(1) "Ending Price" means, with respect to any S&P 500
Company (including the Company) for any Measurement Period, the
average daily last reported sales price of a share of such
company's common stock as reported in the Wall Street Journal
during the last calendar month of such Measurement Period.
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(2) "Fair Market Value" (i) with respect to the
Company has the same meaning as specified in Section 2.10 of the
Plan, and (ii) with respect to any other S&P 500 Company means
the last reported sales price of a share of such company's common
stock on the date in question as reported in the Wall Street
Journal.
(3) "Measurement Period" means one of the following
periods of time:
May 1, 1994 through April 30, 1996 ("First
Measurement Period")
May 1, 1994 through April 30, 1997 ("Second
Measurement Period")
May 1, 1994 through April 30, 1998 ("Third
Measurement Period")
(4) "S&P 500 Companies" means the companies comprising
the Standard & Poors' 500 Stock Index as it existed on May 1,
1994.
(5) "Starting Price" means, with respect to any S&P
500 Company (including the Company), the average daily last
reported sales price of a share of such company's common stock as
reported in the Wall Street Journal during the month of April,
1994. For the Company, the Starting Price is $23.18 per share of
Common Stock.
(6) "TRS" means, with respect to the Company or any
other S&P 500 Company, the total return to a holder of the common
stock of such company during an applicable Measurement Period as
a result of his or her ownership of such common stock during such
Measurement Period, such total return (i) to be expressed as a
percentage of an assumed initial investment in such common stock
on May 1, 1994 and (ii) to include both the appreciation in the
per share price of such common stock during such Measurement
Period and the per share fair market value of all dividends and
distributions paid or distributed by such company with respect to
such common stock during such Measurement Period, assuming that
all such dividends and distributions are reinvested in shares of
such common stock at their Fair Market Value on the last trading
day of the month in which the dividend or distribution is paid or
distributed. For purposes of calculating TRS for the Company or
any other S&P 500 Company, the assumed initial investment in such
company's common stock on May 1, 1994 shall be at the applicable
Starting Price, and the value of a share of such company's common
stock at the end of a Measurement Period shall be the applicable
Ending Price.
(b) The number of Awarded Shares that will vest at the end
of each of the First and Second Measurement Periods shall be
determined in accordance with the following formula:
Vesting Percentage x Awarded Shares
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where the "Vesting Percentage" for the applicable Measurement
Period is determined in accordance with paragraph 4(d) below.
(c) The number of Awarded Shares that will vest at the end
of the Third Measurement Period shall be the greater of the two
numbers determined by utilizing the following two formulas:
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(1) (Vesting Percentage x Awarded Shares) -
Previously Vested Shares
(2) Vesting Percentage x Awarded Shares
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where the "Vesting Percentage" for the Third Measurement Period
is determined in accordance with paragraph 4(d) below and
"Previously Vested Shares" is the total number of Awarded Shares
that vested as of the end of the First and Second Measurement
Periods in accordance with paragraph 4(b). Any Awarded Shares
that have not vested as of the end of the Third Measurement
Period shall be forfeited to the Company.
(d) For purposes of the formulas specified in paragraphs
4(b) and 4(c), the "Vesting Percentage" for any Measurement
Period shall be that percentage, specified in the table below or
calculated pursuant to the applicable formula which follows the
table, which corresponds to the Company's percentile rank for TRS
among S&P 500 Companies during the applicable Measurement Period:
Company's TRS Ranking
Among S&P 500 Companies Vesting Percentage
Less than 60th percentile 0%
60th percentile 25%
75th percentile 50%
90th percentile and above 100%
If the Company's percentile rank, rounded to the nearest whole
percentile, falls between the 60th and 75th percentile, then the
Vesting Percentage will be equal to:
25% + 1.67 x (actual percentile rank - 60%).
If the Company's percentile rank, rounded to the nearest whole
percentile, falls between the 75th and 90th percentile, then the
Vesting Percentage will be equal to:
50% + 3.33 x (actual percentile rank - 75%).
(e) Notwithstanding paragraphs (a) through (d) of this
Section 4, no Awarded Shares will vest at the end of any
Measurement Period if the Ending Price of the Common Stock with
respect to such Measurement Period is less than the Starting
Price of the Common Stock.
(f) For purposes of this Section 4, if there is any change
in the corporate structure or shares of the Company of the types
described in Section 4.4 of the Plan, then the Starting Price of
the Common Stock shall be appropriately adjusted in the manner
specifed in Section 4.4 of the Plan.
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5. If the Participant's employment with the Company and all
Subsidiaries terminates for any reason, the Participant shall
immediately forfeit any Awarded Shares that have not yet vested
as of the employment termination date.
6. Notwithstanding Section 5 hereof, if Awarded Shares have
been outstanding at least six months since the Date of Grant,
then restrictions on the transferability of such Awarded Shares
shall lapse in accordance with any and all applicable terms of
the Plan regarding a Change of Control of the Company as
described in Section 12 of the Plan as and if such Section exists
on the date of such Change of Control.
7. 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 the
Participant at the time the certificate representing such Shares
is provided to the Participant. If such Shares are forfeited,
all of the Participant's right, title and interest in and to such
dividends and distributions shall automatically be transferred to
the Company, and the Participant agrees 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. Nothing in the Plan or this Agreement shall confer upon
the Participant any right with respect to continuance of
employment by the Company or any Subsidiary, nor interfere in any
way with the right of the Company or a Subsidiary to terminate
the Participant's employment at any time.
9. This Restricted Stock Award is subject to all the terms
and conditions of the Plan and this Agreement and, if there is
any conflict between this Agreement and the Plan, the provisions
of the Plan shall control.
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In Witness Whereof, Ceridian Corporation and the Participant
have executed this Agreement as of the Date of Grant.
CERIDIAN CORPORATION PARTICIPANT
By
Secretary (Participant's Signature)
Participant's Mailing Address
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