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EXHIBIT 10.16
CERIDIAN CORPORATION
STOCK OPTION AWARD AGREEMENT
2001 DIRECTOR PERFORMANCE INCENTIVE PLAN
This Agreement is between Ceridian Corporation, a Delaware corporation (the
"Company"), and ____________ (the "Participant") as of May __, _______ (the
"Date of Grant") pursuant to the 2001 Director Performance Incentive Plan of the
Company (the "Plan") to evidence the granting of an Option to the Participant
pursuant to the Plan. Any capitalized term used and not otherwise defined herein
shall have the same meaning as set forth therein.
1. Effective as of the Date of Grant, the Company has granted to the
Participant the option to purchase from the Company, and the Company
has agreed to sell to the Participant, 4,000 shares of Common Stock at
a price of $______ per share (the "Option").
2. Subject to the provisions of paragraph 3, this Option shall become
exercisable in full on November __, _____ (six months from the Date of
Grant), and shall become void and expire at midnight (Minneapolis time)
on the tenth anniversary of the Date of Grant and may not be exercised
after that time.
3. If the Participant's service as a director of the Company ceases by
reason of death or Disability, the Option shall become immediately
exercisable in full and remain exercisable for the period specified in
paragraph 2 of this Agreement. If the Participant voluntarily resigns
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), the Participant 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 it becomes void and expires as set forth in
paragraph 2), but only to the extent that the Participant was entitled
to exercise it as of the date of such cessation. If the Participant's
service as a director of the Company ceases for any reason other than
those specified earlier in this paragraph, this Option shall remain
exercisable until the time it becomes void and expires as set forth in
paragraph 2, but only to the extent that the Participant was entitled
to exercise it as of the date of such cessation.
4. This Option grant and the Option forming a part hereof, shall be
nontransferable (i.e., it may not be sold, pledged, donated or
otherwise assigned or transferred) by the Participant, either
voluntarily or involuntarily, except by will or in accordance with
applicable laws of descent and distribution. This Option shall be
exercisable during the Participant's lifetime only by the Participant
or by the Participant's guardian or other legal representative.
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5. Any notice of Option exercise must specify the number of shares with
respect to which the Option is being exercised and be accompanied by
either (i) payment in full of the purchase price for the shares
exercised or (ii) a properly completed and executed Broker Exercise
Notice. The exercise of the Option shall be deemed effective upon
receipt by the Company (Attn: Corporate Treasury) of such items at its
headquarters at 0000 Xxxx Xxx Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000,
Facsimile No. 000-000-0000.
6. In the event of any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock
split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off) or any other change in
the corporate structure or shares of the Company, the Committee (or, if
the Company is not the surviving corporation in any such transaction,
the board of directors of the surviving corporation) will make
appropriate adjustments (which determination will be conclusive) as to
the number and kind of securities or other property (including cash)
available for issuance or payment under the Plan and, in order to
prevent dilution or enlargement of the Participant's rights, (a) the
number and kind of securities or other property (including cash)
subject to the Option, and (b) the exercise price of the Option.
7. This Option grant is subject to all of the terms and conditions of the
Plan and, where any questions or matters of interpretation arise, the
terms and conditions of the Plan shall control.
8. Any notice to be given with respect to this Agreement, including
without limitation a notice of Option exercise, shall be addressed to
the Company, Attention: Corporate Treasury, at the address listed in
paragraph 5, and any notice to be given to the Participant shall be
addressed to the Participant at address given beneath the Participant's
signature hereto, or at such other address as either party may
hereafter designate in writing to the other.
IN WITNESS WHEREOF, Ceridian Corporation and the Participant have executed this
Agreement as of the Date of Grant.
CERIDIAN CORPORATION PARTICIPANT
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Deputy Secretary [Typed name of Participant]
PARTICIPANT'S MAILING ADDRESS
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Social Security Number:
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