EXHIBIT 10.19
CERIDIAN CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
AMENDED AND RESTATED 2001 DIRECTOR PERFORMANCE INCENTIVE PLAN
This Agreement is between Ceridian Corporation, a Delaware corporation (the
"Company"), and _____________ (the "Participant") as of ___________, ____ (the
"Date of Grant") to evidence the making of a Restricted Stock Award to the
Participant pursuant to the Amended and Restated 2001 Director Performance
Incentive Plan of the Company (the "Plan"). Any capitalized term used and not
otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Effective as of the Date of Grant, the Company has granted to the
Participant _______ shares of Common Stock ("Awarded Shares"), subject to
the restrictions set forth in this Agreement and all provisions of the
Plan.
2. Awarded Shares may not be sold, assigned, transferred, pledged, subject to
lien 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 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 Section 5 hereof, 20% of the
total number of Awarded Shares will vest on each of the first five
anniversary dates of the Date of Grant, provided the Participant continues
to be a director of the Company on each such vesting date.
5. If the Participant's service as a member of the Board terminates by reason
of death or Disability, all unvested Awarded Shares shall immediately and
fully vest. 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) prior to a Change of Control, all unvested Awarded
Shares shall immediately be forfeited to the Company. If the Participant's
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. Nothwithstanding anything to the contrary set
forth herein, upon the occurrence of a Change of Control of the Company,
all unvested Award Shares shall immediately and fully vest and become free
from restrictions.
6. This Restricted Stock Award is subject to all of the terms and conditions
of the Plan and, where any questions or matters of interpretation arise as
between this Agreement and the Plan, the terms and conditions of the Plan
shall control.
7. Any notice to be given with respect to this Award Agreement shall be
addressed to the Company, Attention: Corporate Treasury, at its executive
office at 0000 Xxxx Xxx Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, 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
-------------------------------- ------------------------------------
Deputy Secretary [Insert Director's name]
Participant's Mailing Address
------------------------------------
------------------------------------
------------------------------------
Version: 01-29-02
2
