EXHIBIT 10.08
NON-QUALIFIED STOCK OPTION AGREEMENT
(Time-Based Stock Option)
THIS AGREEMENT is entered into and effective as of ____________ (the
"Date of Grant"), by and between Ceridian Corporation (the "Company") and
__________________________ (the "Optionee").
A. The Company has adopted the Ceridian Corporation 1999 Stock
Incentive Plan (as may be amended or supplemented, the "Plan") authorizing the
Board of Directors of the Company, or a committee as provided for in the Plan
(the Board or such a committee to be referred to as the "Committee"), to grant
stock options to employees of the Company and its Subsidiaries (as defined in
the Plan).
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 shares (the "Option
Shares") of the Company's common stock, $0.50 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 $___________.
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 with respect to
one-third of the Option Shares on each of the first, second and third
anniversaries of the Date of Grant. The foregoing rights to exercise the
Option will be cumulative with respect to the Option Shares becoming
exercisable on each such date, but in no event will the Option be exercisable
after, and the Option will become void and expire as to all unexercised
Option Shares at, 5:00 p.m. (Minneapolis time) on tenth anniversary of the
Date of Grant (the "Time of Option Termination").
3.2 TERMINATION OF EMPLOYMENT.
(a) TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT. In the
event the Optionee's employment with the Company and all Subsidiaries is
terminated by reason of death, Disability
(as defined in the Plan) or Retirement (as defined in the Plan), the
Option will become immediately exercisable in full and remain
exercisable until the Time of Option Termination.
(b) TERMINATION FOR REASONS OTHER THAN DEATH, DISABILITY OR
RETIREMENT. In the event that the Optionee's employment with the
Company and all Subsidiaries is terminated for any reason other than
death, Disability or Retirement, or the Optionee is in the employ of a
Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company
(unless the Optionee continues in the employ of the Company or another
Subsidiary), all rights of the Optionee under the Plan and this
Agreement will immediately terminate without notice of any kind, and
the Option will no longer be exercisable; provided, however, that, if
such termination is due to any reason other than termination by the
Company or any Subsidiary for Cause (as defined in Section 9 of this
Agreement), the Option will remain exercisable to the extent
exercisable as of such termination for a period of three months after
such termination (but in no event after the Time of Option
Termination).
3.3 CHANGE IN CONTROL.
(a) IMPACT OF CHANGE IN CONTROL. If a Change in Control (as
defined in Section 9 of this Agreement) of the Company occurs, and the
Option has been outstanding for at least two months, the Option will
become immediately exercisable in full and will remain exercisable until
the Time of Option Termination, regardless of whether the Optionee
remains in the employ of the Company or any Subsidiary. In addition, if
a Change in 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
Shares, as of the effective date of any such Change in Control of the
Company, cash in an amount equal to the excess of the Fair Market Value
(as defined in the Plan) of such Option Shares immediately prior to the
effective date of such Change in Control of the Company over the option
exercise price per share of the Option.
(b) AUTHORITY TO MODIFY CHANGE OF CONTROL PROVISIONS. Prior to
a Change of Control, the Optionee will have no rights under this
Section 3.3, and the Committee will have the authority, in its sole
discretion, to rescind, modify or amend this Section 3.3 without the
consent of the Optionee.
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 (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 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
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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.
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 full recourse promissory note, a
Broker Exercise Notice or Previously Acquired Shares (as such terms are defined
in the Plan), 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 and delivery of any such
Previously Acquired Shares 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 EMPLOYMENT. Nothing in this Agreement will interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
employment of the Optionee at any time, nor confer upon the Optionee any right
to continue in the employ of the Company or any Subsidiary at any particular
position or rate of pay or for any particular period of time.
5.2 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.
5.3 RESTRICTIONS ON TRANSFER. Except pursuant to testamentary will or
the laws of descent and distribution or as otherwise expressly permitted by the
Plan, no right or interest of the Optionee in the Option prior to exercise may
be assigned or transferred, or subjected to any lien, during the lifetime of the
Optionee, either voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise. The Optionee will, however, be entitled to
designate a beneficiary to receive the Option upon such Optionee's death in the
manner provided by the Plan, and, in the event of the Optionee's death, exercise
of the Option (to the extent permitted pursuant to Section 3.2(a) of this
Agreement) may be made by the Optionee's designated beneficiary.
5.4 RESTRICTIONS REGARDING EMPLOYMENT.
(a) The Optionee agrees that he or she will not take any
Adverse Actions (as defined below) against the Company or any Subsidiary
at any time during the period that the Option is or may yet become
exercisable in whole or in part or at any time before one year following
the Optionee's termination of employment with the Company or any
Subsidiary, whichever is later (the "Restricted Period"). The Optionee
acknowledges that damages which may arise from a breach of this Section
5.4 may be impossible to ascertain or prove with certainty.
Notwithstanding anything in this Agreement or the Plan to the contrary,
in the event that the Company determines in its sole discretion that the
Optionee has taken Adverse Actions against the Company or any Subsidiary
at any time during the Restricted Period, in addition to other legal
remedies which may be available, (i) the Company will be entitled to an
immediate
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injunction from a court of competent jurisdiction to end such Adverse
Action, without further proof of damage, (ii) the Committee will have
the authority in its sole discretion to terminate immediately all
rights of the Optionee under the Plan and this Agreement without
notice of any kind, and (iii) the Committee will have the authority in
its sole discretion to rescind the exercise of all or any portion of
the Option to the extent that such exercise occurred within six months
prior to the date the Optionee first commences any such Adverse
Actions and require the Optionee to disgorge any profits (however
defined by the Committee) realized by the Optionee relating to such
exercised portion of the Option or any Option Shares issued or
issuable upon such exercise. Such disgorged profits paid to the
Company must be made in cash (including check, bank draft or money
order) or, with the Committee's consent, shares of Common Stock with a
Fair Market Value on the date of payment equal to the amount of such
payment. The Company will be entitled to withhold and deduct from
future wages of the Optionee (or from other amounts that may be due
and owing to the Optionee from the Company or a Subsidiary) or make
other arrangements for the collection of all amounts necessary to
satisfy such payment obligation.
(b) For purposes of this Agreement, an "Adverse Action" will
mean any of the following: (i) engaging in any commercial activity in
competition with any part of the business of the Company or any
Subsidiary as conducted during the Restricted Period for which the
Optionee has or had access to trade secrets and/or confidential
information; (ii) diverting or attempting to divert from the Company or
any Subsidiary any business of any kind, including, without limitation,
interference with any business relationships with suppliers, customers,
licensees, licensors, clients or contractors; (iii) making, or causing or
attempting to cause any other person or entity to make, any statement,
either written or oral, or convey any information about the Company or
any Subsidiary that is disparaging or that in any way reflects negatively
on the Company or any Subsidiary; or (iv) engaging in any other activity
that is hostile, contrary or harmful to the interests of the Company or
any Subsidiary, including, without limitation, influencing or advising
any person who is employed by or in the service of the Company or any
Subsidiary to leave such employment or service to compete with the
Company or any Subsidiary or to enter into the employment or service of
any actual or prospective competitor of the Company or any Subsidiary,
influencing or advising any competitor of the Company or any Subsidiary
to employ to otherwise engage the services of any person who is employed
by or in the service of the Company or any Subsidiary, or improperly
disclosing or otherwise misusing any trade secrets or confidential
information regarding the Company or any Subsidiary.
(c) Should any provision of this Section 5.4 of the Agreement
be held invalid or illegal, such illegality shall not invalidate the
whole of this Section 5.4 of the Agreement, but, rather, the Agreement
shall be construed as if it did not contain the illegal part or narrowed
to permit its enforcement, and the rights and obligations of the parties
shall be construed and enforced accordingly. In furtherance of and not in
limitation of the foregoing, the Optionee expressly agrees that should
the duration of or geographical extent of, or business activities covered
by, any provision of this Agreement be in excess of that which is valid
or enforceable under applicable law, then such provision shall be
construed to cover only that duration, extent or activities that may
validly or enforceably be covered. The Optionee acknowledges the
uncertainty of the law in this respect and expressly stipulates that this
Agreement shall be construed in a manner that renders its provisions
valid and enforceable to the maximum extent (not exceeding its express
terms) possible under applicable law. This Section 5.4 of the Agreement
does not replace and is in addition to any other agreements the Optionee
may have with the Company or any of its Subsidiaries on the matters
addressed herein.
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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, and (b) 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. WITHHOLDING TAXES.
The Company is entitled to (a) withhold and deduct from future wages of
the Optionee (or from other amounts that may be due and owing to the Optionee
from the Company), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any federal, state or local withholding
and employment-related tax requirements attributable to the Option, including,
without limitation, the grant or exercise of the Option or a disqualifying
disposition of any Option Shares, or (b) require the Optionee promptly to remit
the amount of such withholding to the Company before acting on the Optionee's
notice of exercise of the Option. In the event that the Company is unable to
withhold such amounts, for whatever reason, the Optionee agrees to pay to the
Company an amount equal to the amount the Company would otherwise be required to
withhold under federal, state or local law.
8. ADJUSTMENTS.
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), in order to prevent dilution or enlargement of the rights of the
Optionee, will make appropriate adjustment (which determination will be
conclusive) as to the number and kind of securities or other property (including
cash) subject to, and the exercise price of, the Option.
9. CERTAIN DEFINITIONS. For purposes of this Agreement, the following
additional definitions will apply:
(a) "Benefit Plan" means any formal or informal plan, program
or other arrangement heretofore or hereafter adopted by the Company or
any Subsidiary for the direct or indirect provision of compensation to
the Optionee (including groups or classes of participants or
beneficiaries of which the Optionee is a member), whether or not such
compensation is deferred, is in the form of cash or other property or
rights, or is in the form of a benefit to or for the Optionee.
(b) "Cause" will have the meaning set forth in any employment
or other agreement or policy applicable to the Optionee or, if no such
agreement or policy exists, will mean (i) dishonesty, fraud,
misrepresentation, theft, embezzlement or injury or attempted injury, in
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each case related to the Company or any Subsidiary, (ii) any unlawful or
criminal activity of a serious nature, (iii) any breach of duty, habitual
neglect of duty or unreasonable job performance, or (iv) any material
breach of any employment, service, confidentiality or noncompete
agreement entered into with the Company or any Subsidiary.
(c) "Change of Control" will have the meaning set forth in the
Plan plus such other event or transaction as the Board shall determine
constitutes a Change of Control, or such other meaning as may be adopted
by the Committee from time to time in its sole discretion.
10. 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.
11. MISCELLANEOUS.
11.1 BINDING EFFECT. This Agreement will be binding upon the heirs,
executors, administrators and successors of the parties to this Agreement.
11.2 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 of laws
provisions.
11.3 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.
11.4 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.
The parties to this Agreement have executed this Agreement effective the
day and year first above written.
CERIDIAN CORPORATION
By
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Its
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By execution of this Agreement, OPTIONEE
the Optionee acknowledges having
received a copy of the Plan.
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(Signature)
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(Name and Address)
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Social Security Number:
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