デイフォースの四半期報告

Initial Conversion Rate per $1,000 Principal

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7.5641 shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly reporting period ended September 30, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-38467

Ceridian HCM Holding Inc.

(Exact name of registrant as specified in its charter)

Delaware

46-3231686

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification Number)

3311 East Old Shakopee Road

Minneapolis, Minnesota 55425

(952) 853-8100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

CDAY

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as the latest practicable date: 156,127,011 shares of common stock, $0.01 par value per share, as of November 2, 2023.

Table of Contents

Ceridian HCM Holding Inc.

Table of Contents


		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PART I. FINANCIAL INFORMATION		4

Item 1.	Condensed Consolidated Financial Statements (unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42

Item 4.	Controls and Procedures	43

PART II. OTHER INFORMATION		45

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Mine Safety Disclosures	46

Item 5.	Other Information	46

Item 6.	Exhibits	47

2 | Q3 2023 Form 10-Q CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions.

Table of Contents

This Quarterly Report on Form 10-Q ("Form 10-Q") contains, or incorporates by reference, not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and that are subject to the safe harbor created by those sections. Forward-looking statements, including, without limitation, statements concerning the conditions of the human capital management solutions industry and our operations, performance, and financial condition, and including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “assumes,” “projects,” “could,” “may,” “will,” “should,” and similar references to future periods, or by the inclusion of forecasts or projections.

Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Consequently, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions. In particular:

•

our inability to manage our growth effectively or execute on our growth strategy;

•

our failure to provide new or enhanced functionality and features;

•

our inability to successfully compete in the market in which we operate and expand our current offerings into new markets or further penetrate existing markets due to competition;

•

our inability to offer and deliver high-quality technical support, implementation and professional services;

•

system breaches, interruptions or failures, including cyber-security breaches, identity theft, or other disruptions that could compromise customer information or sensitive company information;

•

our failure to comply with applicable privacy, security, data, and financial services laws, regulations and standards, including our ongoing consent order with the Federal Trade Commission regarding data protection;

•

our failure to properly update our solutions to enable our customers to comply with applicable laws;

•

our failure to manage our aging technical operations infrastructure;

•

our inability to maintain necessary third-party relationships, and third-party software licenses, and identify errors in the software we license;

•

our inability to attract and retain senior management employees and highly skilled employees;

•

the impact of our outstanding debt obligations on our financial condition, results of operations, and value of our common stock; or

•

the duration and scope of the Coronavirus disease 2019 (“COVID-19”) pandemic, including the uncertainty around the surge of different variants and the actions that governmental authorities may take in all the jurisdictions where we operate.

Please refer to Part II, Item IA. “Risk Factors” of this Form 10-Q and Part I, Item IA, “Risk Factors” of our most recently filed Annual Report on Form 10-K, for the year ended December 31, 2022 (“2022 Form 10-K”), for a further description of these and other factors. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. For the reasons described above, we caution against relying on any forward-looking statements. Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.

3 | Q3 2023 Form 10-Q ITEM 1.

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PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Ceridian HCM Holding Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


	September 30,			December 31,
	2023			2022
(Dollars in millions, except share data)
ASSETS
Current assets:
Cash and equivalents	$	510.3		$	431.9
Restricted cash		0.8			0.8
Trade and other receivables, net		236.3			180.1
Prepaid expenses and other current assets		119.1			98.0
Total current assets before customer funds		866.5			710.8
Customer funds		5,048.1			4,729.5
Total current assets		5,914.6			5,440.3
Right of use lease assets, net		19.5			24.3
Property, plant, and equipment, net		211.1			174.9
Goodwill		2,270.7			2,280.0
Other intangible assets, net		244.9			281.6
Other assets		282.4			262.4
Total assets	$	8,943.2		$	8,463.5
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	7.5		$	7.8
Current portion of long-term lease liabilities		6.9			10.0
Accounts payable		66.5			54.3
Deferred revenue		47.8			41.2
Employee compensation and benefits		75.5			97.4
Other accrued expenses		41.5			24.0
Total current liabilities before customer funds obligations		245.7			234.7
Customer funds obligations		5,165.8			4,845.1
Total current liabilities		5,411.5			5,079.8
Long-term debt, less current portion		1,210.9			1,213.4
Employee benefit plans		12.1			17.7
Long-term lease liabilities, less current portion		20.4			23.7
Other liabilities		21.4			19.5
Total liabilities		6,676.3			6,354.1
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.01 par, 500,000,000 shares authorized, 155,978,986 and 153,856,645 shares issued and outstanding, respectively		1.6			1.5
Additional paid in capital		3,123.8			2,965.5
Accumulated deficit		(363.4	)		(372.6	)
Accumulated other comprehensive loss		(495.1	)		(485.0	)
Total stockholders’ equity		2,266.9			2,109.4
Total liabilities and stockholders' equity	$	8,943.2		$	8,463.5

See accompanying notes to condensed consolidated financial statements.

4 | Q3 2023 Form 10-Q

Table of Contents

Ceridian HCM Holding Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023		2022
(Dollars in millions, except share and per share data)
Revenue:
Recurring	$	325.4		$	263.8		$	958.2	$	762.8
Professional services and other		52.1			51.8			155.8		147.3
Total revenue		377.5			315.6			1,114.0		910.1
Cost of revenue:
Recurring		80.5			77.1			239.4		234.4
Professional services and other		66.1			61.0			197.0		172.6
Product development and management		53.3			44.8			153.5		125.0
Depreciation and amortization		17.1			13.7			47.4		40.0
Total cost of revenue		217.0			196.6			637.3		572.0
Gross profit		160.5			119.0			476.7		338.1
Selling, general, and administrative		134.0			122.7			382.4		367.2
Operating profit (loss)		26.5			(3.7	)		94.3		(29.1	)
Interest expense, net		8.9			7.4			27.2		19.9
Other expense, net		5.1			5.9			6.6		11.4
Income (loss) before income taxes		12.5			(17.0	)		60.5		(60.4	)
Income tax expense		16.3			4.0			51.3		7.8
Net (loss) income	$	(3.8	)	$	(21.0	)	$	9.2	$	(68.2	)
Net (loss) income per share:
Basic	$	(0.02	)	$	(0.14	)	$	0.06	$	(0.45	)
Diluted	$	(0.02	)	$	(0.14	)	$	0.06	$	(0.45	)
Weighted-average shares outstanding:
Basic		155,693,712			153,184,846			155,026,472		152,691,008
Diluted		155,693,712			153,184,846			158,184,807		152,691,008

See accompanying notes to condensed consolidated financial statements.

5 | Q3 2023 Form 10-Q

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Ceridian HCM Holding Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
(Dollars in millions)
Net (loss) income	$	(3.8	)	$	(21.0	)	$	9.2		$	(68.2	)
Items of other comprehensive loss before income taxes:
Change in foreign currency translation adjustment		(19.0	)		(48.5	)		(12.3	)		(80.3	)
Change in unrealized loss from invested customer funds		(6.8	)		(33.0	)		(1.5	)		(139.9	)
Change in pension liability adjustment (a)		1.5			2.9			4.5			8.9
Other comprehensive loss before income taxes		(24.3	)		(78.6	)		(9.3	)		(211.3	)
Income tax (benefit) expense, net		(1.4	)		(8.0	)		0.8			(34.8	)
Other comprehensive loss after income taxes		(22.9	)		(70.6	)		(10.1	)		(176.5	)
Comprehensive loss	$	(26.7	)	$	(91.6	)	$	(0.9	)	$	(244.7	)

(a)

The amount of the pension liability adjustment recognized in the condensed consolidated statements of operations within other expense, net was $1.5 million and $2.9 million during the three months ended September 30, 2023, and 2022, respectively and $4.5 million and $8.7 million during the nine months ended September 30, 2023, and 2022, respectively.

See accompanying notes to condensed consolidated financial statements.

6 | Q3 2023 Form 10-Q Condensed Consolidated Statements of Stockholders’ Equity

Table of Contents

Ceridian HCM Holding Inc.

(Unaudited)


	Common Stock				Additional Paid In		Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		$		Capital		Deficit			Loss			Equity
(Dollars in millions, except share data)
Balance as of December 31, 2022		153,856,645	$	1.5	$	2,965.5	$	(372.6	)	$	(485.0	)	$	2,109.4
Net income		—		—		—		9.9			—			9.9
Issuance of common stock under share-based compensation plans		1,150,281		0.1		14.7		—			—			14.8
Share-based compensation expense		—		—		40.2		—			—			40.2
Foreign currency translation		—		—		—		—			1.2			1.2
Change in unrealized loss, net of tax of ($6.3)		—		—		—		—			17.6			17.6
Change in pension liability adjustment, net of tax of ($0.4)		—		—		—		—			1.1			1.1
Balance as of March 31, 2023		155,006,926	$	1.6	$	3,020.4	$	(362.7	)	$	(465.1	)	$	2,194.2
Net income		—		—		—		3.1			—			3.1
Issuance of common stock under share-based compensation plans		522,795		—		8.5		—			—			8.5
Share-based compensation expense		—		—		41.5		—			—			41.5
Foreign currency translation		—		—		—		—			5.5			5.5
Change in unrealized loss, net of tax of $4.9		—		—		—		—			(13.7	)		(13.7	)
Change in pension liability adjustment, net of tax of ($0.4)		—		—		—		—			1.1			1.1
Balance as of June 30, 2023		155,529,721	$	1.6	$	3,070.4	$	(359.6	)	$	(472.2	)	$	2,240.2
Net loss		—		—		—		(3.8	)		—			(3.8	)
Issuance of common stock under share-based compensation plans		449,265		—		17.1		—			—			17.1
Share-based compensation		—		—		36.3		—			—			36.3
Foreign currency translation		—		—		—		—			(19.0	)		(19.0	)
Change in unrealized loss, net of tax of $1.8		—		—		—		—			(5.0	)		(5.0	)
Change in pension liability adjustment, net of tax of ($0.4)		—		—		—		—			1.1			1.1
Balance as of September 30, 2023		155,978,986	$	1.6	$	3,123.8	$	(363.4	)	$	(495.1	)	$	2,266.9

7 | Q3 2023 Form 10-Q

Table of Contents


	Common Stock				Additional Paid In			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		$		Capital			Deficit			Loss			Equity
(Dollars in millions, except share data)
Balance as of December 31, 2021		151,995,031	$	1.5	$	2,860.0		$	(309.2	)	$	(324.8	)	$	2,227.5
Cumulative-effect adjustments related to the adoption of ASU 2020-06		—		—		(77.7	)		10.0			—			(67.7	)
Net loss		—		—		—			(27.4	)		—			(27.4	)
Issuance of common stock under share-based compensation plans		535,418		—		6.0			—			—			6.0
Share-based compensation expense		—		—		35.5			—			—			35.5
Foreign currency translation		—		—		—			—			15.6			15.6
Change in unrealized loss, net of tax of $(18.4)		—		—		—			—			(51.0	)		(51.0	)
Change in pension liability adjustment, net of tax of $0.8		—		—		—			—			2.3			2.3
Balance as of March 31, 2022		152,530,449	$	1.5	$	2,823.8		$	(326.6	)	$	(357.9	)	$	2,140.8
Net loss		—		—		—			(19.8	)		—			(19.8	)
Issuance of common stock under share-based compensation plans		503,145		—		7.3			—			—			7.3
Share-based compensation expense		—		—		38.8			—			—			38.8
Foreign currency translation		—		—		—			—			(47.4	)		(47.4	)
Change in unrealized loss, net of tax of ($10.0)		—		—		—			—			(27.5	)		(27.5	)
Change in pension liability adjustment, net of tax of $0.8		—		—		—			—			2.1			2.1
Balance as of June 30, 2022		153,033,594	$	1.5	$	2,869.9		$	(346.4	)	$	(430.7	)	$	2,094.3
Net loss		—		—		—			(21.0	)		—			(21.0	)
Issuance of common stock under share-based compensation plans		492,742		—		9.3			—			—			9.3
Share-based compensation		—		—		39.2			—			—			39.2
Foreign currency translation		—		—		—			—			(48.5	)		(48.5	)
Change in unrealized loss, net of tax of ($8.8)		—		—		—			—			(24.2	)		(24.2	)
Change in pension liability adjustment, net of tax of $0.8		—		—		—			—			2.1			2.1
Balance as of September 30, 2022		153,526,336	$	1.5	$	2,918.4		$	(367.4	)	$	(501.3	)	$	2,051.2

See accompanying notes to condensed consolidated financial statements.

8 | Q3 2023 Form 10-Q Condensed Consolidated Statements of Cash Flows

Table of Contents

Ceridian HCM Holding Inc.

(Unaudited)


	Nine Months Ended September 30,
	2023			2022
(Dollars in millions)
Net income (loss)	$	9.2		$	(68.2	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income tax expense		13.9			5.1
Depreciation and amortization		84.1			64.4
Amortization of debt issuance costs and debt discount		3.3			3.0
Provision for doubtful accounts		4.2			2.2
Net periodic pension and postretirement cost		0.9			3.6
Share-based compensation expense		118.0			113.5
Change in fair value of contingent consideration		11.8			3.2
Other		0.3			—
Changes in operating assets and liabilities:
Trade and other receivables		(62.0	)		(16.2	)
Prepaid expenses and other current assets		(20.1	)		(14.0	)
Accounts payable and other accrued expenses		8.5			4.5
Deferred revenue		7.5			(3.5	)
Employee compensation and benefits		(23.2	)		(2.8	)
Accrued interest		(0.1	)		(0.3	)
Accrued taxes		11.0			(0.1	)
Other assets and liabilities		(37.7	)		(3.6	)
Net cash provided by operating activities		129.6			90.8
Cash Flows from Investing Activities
Purchase of customer funds marketable securities		(252.0	)		(534.3	)
Proceeds from sale and maturity of customer funds marketable securities		326.4			304.2
Expenditures for property, plant, and equipment		(15.4	)		(10.4	)
Expenditures for software and technology		(72.9	)		(54.5	)
Other		(1.0	)		—
Net cash used in investing activities		(14.9	)		(295.0	)
Cash Flows from Financing Activities
Increase in customer funds obligations, net		311.0			706.9
Proceeds from issuance of common stock under share-based compensation plans		40.3			22.6
Repayment of long-term debt obligations		(6.0	)		(6.3	)
Net cash provided by financing activities		345.3			723.2
Effect of exchange rate changes on cash, restricted cash, and equivalents		5.1			(37.8	)
Net increase in cash, restricted cash, and equivalents		465.1			481.2
Cash, restricted cash, and equivalents at beginning of period		3,151.2			2,643.3
Cash, restricted cash, and equivalents at end of period	$	3,616.3		$	3,124.5
Reconciliation of cash, restricted cash, and equivalents to the condensed consolidated balance sheets
Cash and equivalents	$	510.3		$	408.4
Restricted cash		0.8			0.8
Restricted cash and equivalents included in customer funds		3,105.2			2,715.3
Total cash, restricted cash, and equivalents	$	3,616.3		$	3,124.5

See accompanying notes to condensed consolidated financial statements.

9 | Q3 2023 Form 10-Q Notes to Condensed Consolidated Financial Statements (Unaudited)

Table of Contents

Ceridian HCM Holding Inc.

1. Organization

Ceridian HCM Holding Inc. and its subsidiaries (also referred to in this report as “Ceridian,” “we,” “our,” “us,” or the “Company”) offer a broad range of services and software designed to help employers more effectively manage employment processes, such as payroll, payroll-related tax filing, human resource information systems, employee self-service, time and labor management, employee assistance programs, and recruitment and applicant screening. Our technology-based services are typically provided through long-term customer relationships that result in a high level of recurring revenue. While we operate in 18 countries globally, our operations are primarily located in the United States and Canada.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accounting policies we follow are set forth in Note 2, “Summary of Significant Accounting Policies,” to our audited consolidated financial statements in our 2022 Form 10-K. The following notes should be read in conjunction with these policies and other disclosures in our 2022 Form 10-K.

In the opinion of management, the unaudited condensed consolidated financial statements contained herein reflect all adjustments (consisting only of normal recurring adjustments, except as set forth in these notes to the condensed consolidated financial statements) necessary to present fairly in all material respects the financial position, results of operations, comprehensive income (loss), and cash flows from all periods presented. Interim results are not necessarily indicative of results for a full year.

Immaterial Correction of Prior Period Error

We recently discovered an error in the presentation of one Canadian bank account balance within “customer funds” and “customer funds obligations” and related items on the Company’s condensed consolidated balance sheet as of December 31, 2022 and in the Company’s net cash provided by financing activities within its condensed consolidated statement of cash flows for the nine months ended September 30, 2022. There was an understatement of customer funds within current assets and a corresponding understatement of customer funds obligations within current liabilities on the Company’s condensed consolidated balance sheets. As a result, the Company also erroneously presented certain changes related to customer funds and customer funds obligations on the Company’s condensed consolidated statements of cash flows. The line items affected include “customer funds” and “customer funds obligations” on our condensed consolidated balance sheets. The line items affected also include “increase (decrease) in customer funds obligations, net,” effect of exchange rate changes on cash, restricted cash, and equivalents,” “cash, restricted cash, and equivalents,” and “restricted cash and equivalents included in customer funds,” and “effect of exchange rate changes on cash, restricted cash, and equivalents” on our condensed consolidated statements of cash flows. The amounts impacted by the correction are summarized as follows:


Condensed Consolidated Balance Sheets
(Selected financial statement line items only)
	December 31, 2022
	As reported		As restated		Change
	(Dollars in millions)
Customer funds	$	4,183.2	$	4,729.5	$	546.3
Customer funds obligations		4,298.8		4,845.1		546.3

10 | Q3 2023 Form 10-Q

Table of Contents


Condensed Consolidated Statements of Cash Flows
(Selected financial statement line items only)
	Nine Months Ended September 30, 2022
	As reported			As restated			Change
	(Dollars in millions)
Increase in customer funds obligations, net	$	1,010.4		$	706.9		$	(303.5	)
Effect of exchange rate changes on cash, restricted cash, and equivalents		(8.1	)		(37.8	)		(29.7	)
Cash, restricted cash, and equivalents at beginning of period		1,952.8			2,643.3			690.5
Cash, restricted cash, and equivalents at end of period		2,767.2			3,124.5			357.3
Restricted cash and equivalents included in customer funds		2,358.0			2,715.3			357.3

Deferred Costs

Deferred costs, which primarily consist of deferred sales commissions, included within other assets on our condensed consolidated balance sheets were $176.7 million and $151.2 million as of September 30, 2023, and December 31, 2022, respectively. Amortization expense for the deferred costs was $5.3 million and $13.1 million for the three months ended September 30, 2023, and 2022, respectively, and $15.0 million and $38.5 million for the nine months ended September 30, 2023, and 2022, respectively.

Recently Issued and Adopted Accounting Pronouncements from the Financial Accounting Standards Board

There were no recently adopted accounting standards that had a material effect on our condensed consolidated financial statements and accompanying disclosures, and no recently issued accounting standards that are expected to have a material impact on our condensed consolidated financial statements and accompanying disclosures.

3. Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Our financial assets and liabilities measured at fair value on a recurring basis were categorized as follows:


	September 30, 2023
	Level 1		Level 2			Level 3			Total
	(Dollars in millions)
Assets
Available for sale customer funds assets	$	—	$	1,942.9	(a)	$	—		$	1,942.9
Total assets measured at fair value	$	—	$	1,942.9		$	—		$	1,942.9

Liabilities
DataFuzion contingent consideration	$	—	$	—		$	22.4	(b)	$	22.4
Total liabilities measured at fair value	$	—	$	—		$	22.4		$	22.4


	December 31, 2022
	Level 1		Level 2			Level 3			Total
	(Dollars in millions)
Assets
Available for sale customer funds assets	$	—	$	2,011.0	(a)	$	—		$	2,011.0
Total assets measured at fair value	$	—	$	2,011.0		$	—		$	2,011.0

Liabilities
DataFuzion contingent consideration	$	—	$	—		$	10.6	(b)	$	10.6
Total liabilities measured at fair value	$	—	$	—		$	10.6		$	10.6

(a)

Fair value is based on inputs that are observable for the asset or liability, other than quoted prices.

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(b)

11 | Q3 2023 Form 10-Q For the contingent consideration related to the 2021 acquisition of certain assets and liabilities of DataFuzion HCM, Inc. ("DataFuzion"), we utilize an option pricing model, specifically a Black-Scholes-Merton model, to estimate the fair value of the contingent liability as of the reporting dates. This model uses certain assumptions related to risk-free rates and volatility as well as certain judgments in forecasting annual recurring revenue. The contingent consideration has been measured as Level 3 given the unobservable inputs that are significant to the measurement of liability. As of September 30, 2023, $11.0 million of the contingent consideration is included within other accrued expenses in our condensed consolidated balance sheets and as of September 30, 2023 and December 31, 2022, $11.4 million and $10.6 million of the contingent consideration is included within other liabilities in our condensed consolidated balance sheets, respectively.

Due to the remeasurement of the DataFuzion contingent consideration, we recognized expense of $4.6 million and $1.2 million for the three months ended September 30, 2023, and 2022, respectively, and $11.8 million and $3.2 million for the nine months ended September 30, 2023, and 2022, respectively, within selling, general, and administrative expense in our condensed consolidated statements of operations.

Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

During the nine months ended September 30, 2023 and year ended December 31, 2022, we did not re-measure any financial assets or liabilities at fair value on a nonrecurring basis.

4. Customer Funds

Overview

In certain jurisdictions, we collect funds for payment of payroll and taxes; temporarily hold such funds until payment is due; remit the funds to the customers’ employees and appropriate taxing authorities; file federal, state, and local tax returns; and handle related regulatory correspondence and amendments. The customer assets are held in segregated accounts intended for the specific purpose of satisfying customer funding obligations and therefore are not freely available for our general business use. In the U.S. and Canada, these customer funds are held in trusts.

Our customer funds are held and invested with the primary objectives being to protect the principal balance and to ensure adequate liquidity to meet cash flow requirements. Accordingly, we maintain on average approximately 45% to 55% of customer funds in liquidity portfolios with maturities ranging from one to 120 days, consisting of high-quality bank deposits, money market mutual funds, commercial paper, or collateralized short-term investments; and we maintain on average approximately 45% to 55% of customer funds in fixed income portfolios with maturities ranging from 120 days to 10 years, consisting of U.S. Treasury and agency securities, Canada government and provincial securities, as well as highly rated asset-backed, mortgage-backed, municipal, corporate, and bank securities. To maintain sufficient liquidity to meet payment obligations, we also have financing arrangements and may pledge fixed income securities for short-term financing.

Financial Statement Presentation

Investment income from invested customer funds, also referred to as float revenue or float, is a component of our compensation for providing services under agreements with our customers. Investment income from invested customer funds included in recurring revenue was $38.8 million and $21.3 million for the three months ended September 30, 2023, and 2022, respectively, and $127.5 million and $47.4 million for nine months ended September 30, 2023, and 2022, respectively. Investment income includes interest income, realized gains and losses from sales of customer funds’ investments, and unrealized credit losses determined to be unrecoverable.

12 | Q3 2023 Form 10-Q The amortized cost of customer funds as of September 30, 2023, and December 31, 2022, is the original cost of assets acquired.

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The amortized cost and fair values of investments of customer funds available for sale were as follows:


	September 30, 2023
	Amortized		Gross Unrealized					Fair
	Cost		Gain		Loss			Value
	(Dollars in millions)
Money market securities, investments carried at cost and other cash equivalents	$	3,093.8	$	—	$	—		$	3,093.8
Available for sale investments:
U.S. government and agency securities		731.0		—		(50.6	)		680.4
Canadian and provincial government securities		383.3		—		(20.8	)		362.5
Corporate debt securities		629.6		0.1		(36.0	)		593.7
Asset-backed securities		195.7		—		(6.2	)		189.5
Mortgage-backed securities		31.6		—		(1.3	)		30.3
Other short-term investments		15.9		—		—			15.9
Other securities		75.2		—		(4.6	)		70.6
Total available for sale investments		2,062.3		0.1		(119.5	)		1,942.9
Invested customer funds		5,156.1	$	0.1	$	(119.5	)		5,036.7
Receivables		11.6							11.4
Total customer funds	$	5,167.7						$	5,048.1


	December 31, 2022
	Amortized		Gross Unrealized					Fair
	Cost		Gain		Loss			Value
	(Dollars in millions)
Money market securities, investments carried at cost and other cash equivalents	$	2,698.7	$	—	$	—		$	2,698.7
Available for sale investments:
U.S. government and agency securities		721.3		—		(53.1	)		668.2
Canadian and provincial government securities		438.7		0.1		(17.8	)		421.0
Corporate debt securities		653.8		0.5		(35.5	)		618.8
Asset-backed securities		169.6		0.1		(6.1	)		163.6
Mortgage-backed securities		14.5		—		(0.7	)		13.8
Other short-term investments		57.0		—		—			57.0
Other securities		74.4		—		(5.9	)		68.6
Total available for sale investments		2,129.3		0.7		(119.1	)		2,011.0
Invested customer funds		4,828.0	$	0.7	$	(119.1	)		4,709.7
Receivables		20.0							19.8
Total customer funds	$	4,848.0						$	4,729.5

The following represents the gross unrealized losses and the related fair value of the investments of customer funds available for sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.


	September 30, 2023
	Less than 12 months					12 months or more					Total
	Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
	(Dollars in millions)
U.S. government and agency securities	$	(2.0	)	$	103.3	$	(48.6	)	$	574.0	$	(50.6	)	$	677.3
Canadian and provincial government securities		(4.0	)		118.1		(16.8	)		242.1		(20.8	)		360.2
Corporate debt securities		(3.3	)		136.5		(32.7	)		460.3		(36.0	)		596.8
Asset-backed securities		(1.4	)		75.9		(4.8	)		102.0		(6.2	)		177.9
Mortgage-backed securities		(0.3	)		18.3		(1.0	)		11.9		(1.3	)		30.2
Other securities		(0.1	)		2.8		(4.5	)		66.9		(4.6	)		69.7
Total available for sale investments	$	(11.1	)	$	454.9	$	(108.4	)	$	1,457.2	$	(119.5	)	$	1,912.1

13 | Q3 2023 Form 10-Q Management does not believe that any individual unrealized loss was unrecoverable as of September 30, 2023.

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The unrealized losses are primarily attributable to changes in interest rates and not to credit deterioration. We currently do not intend to sell or expect to be required to sell the securities before the time required to recover the amortized cost.

The amortized cost and fair value of investment securities available for sale at September 30, 2023, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or to prepay obligations with or without call or prepayment penalties.


	September 30, 2023
	Cost		Fair Value
	(Dollars in millions)
Due in one year or less	$	3,444.8	$	3,438.5
Due in one to three years		857.6		801.9
Due in three to five years		758.2		704.6
Due after five years		95.5		91.7
Invested customer funds	$	5,156.1	$	5,036.7

5. Leases

Supplemental balance sheet information related to leases was as follows:


Lease Type	Balance Sheet Classification	September 30, 2023		December 31, 2022
		(Dollars in millions)
ASSETS
Operating lease assets	Trade and other receivables, net	$	0.9	$	0.1
Operating lease assets	Prepaid expenses and other current assets		2.7		2.8
Operating lease assets	Right of use lease assets, net		19.5		24.3
Financing lease assets	Property, plant, and equipment, net		6.0		7.0
Total lease assets		$	29.1	$	34.2
LIABILITIES
Current
Financing lease liabilities	Current portion of long-term debt	$	0.8	$	1.0
Operating lease liabilities	Current portion of long-term lease liabilities		6.9		10.0
Noncurrent
Financing lease liabilities	Long-term debt, less current portion		6.7		7.4
Operating lease liabilities	Long-term lease liabilities, less current portion		20.4		23.7
Total lease liabilities		$	34.8	$	42.1

The components of lease expense were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Lease Cost	(Dollars in millions)
Operating lease cost	$	2.1		$	2.5		$	7.0		$	7.4
Financing lease cost:
Depreciation of lease assets		0.4			0.3			1.3			1.0
Interest on lease liabilities		—			0.1			0.2			0.3
Sublease income		(0.1	)		(0.1	)		(0.3	)		(0.3	)
Total lease cost, net	$	2.4		$	2.8		$	8.2		$	8.4

14 | Q3 2023 Form 10-Q Goodwill and changes therein were as follows:

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6. Goodwill and Other Intangible Assets, Net

Goodwill


	(Dollars in millions)
Balance at December 31, 2022	$	2,280.0
Foreign currency translation		(9.3	)
Balance at September 30, 2023	$	2,270.7

Other Intangible Assets, Net

Other intangible assets, net consisted of the following:


	September 30, 2023
	Gross Carrying Amount		Accumulated Amortization			Net		Estimated Life Range (Years)
	(Dollars in millions)
Customer lists and relationships	$	295.7	$	(234.2	)	$	61.5	4-12
Trade name		183.0		(20.1	)		162.9	2-5 and Indefinite
Technology		211.5		(191.0	)		20.5	3-5
Total other intangible assets	$	690.2	$	(445.3	)	$	244.9


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net		Estimated Life Range (Years)
	(Dollars in millions)
Customer lists and relationships	$	299.8	$	(228.6	)	$	71.2	4-12
Trade name		183.4		(4.7	)		178.7	3-5 and Indefinite
Technology		213.5		(181.8	)		31.7	3-5
Total other intangible assets	$	696.7	$	(415.1	)	$	281.6

In the third quarter of 2023, our Board of Directors approved plans to transition our Company’s name and branding to Dayforce. Given the significance of this transition, we assessed the impact on the carrying amount of $167.2 million related to our Ceridian® trade name intangible asset to determine whether an impairment exists, and/or if the asset is deemed to have a finite life and should be amortized. It was determined that the Ceridian trade name is not impaired, but the asset is now deemed to have a finite life of two years and began being amortized in the third quarter of 2023.

As of October 1 each year, we perform an impairment assessment of our Dayforce® trade name indefinite-lived intangible asset, which has a carrying value of $4.4 million as of September 30, 2023. We continue to evaluate the use of this trade name in our sales and marketing efforts. If there is a fundamental shift in the method of our branding in the future, we will assess the impact on the carrying amount of this asset to determine whether an impairment exists. If it is determined that an impairment has occurred, it would be recognized during the period in which the decision was made to make the fundamental shift.

Amortization expense related to definite-lived intangible assets was $20.5 million and $7.5 million for the three months ended September 30, 2023, and 2022, respectively, and $32.7 million and $22.9 million for the nine months ended September 30, 2023, and 2022, respectively.

15 | Q3 2023 Form 10-Q Our debt obligations consisted of the following:

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7. Debt

Overview


	September 30,		December 31,
	2023		2022
	(Dollars in millions)
Term Debt, interest rate of 7.9% and 6.9%, respectively	$	646.0	$	651.1
Revolving Credit Facility ($300 million available capacity less amounts reserved for letters of credit, which were $1.2 million and $1.4 million, respectively)		—		—
Convertible Senior Notes, interest rate of 0.25%		575.0		575.0
Australia Line of Credit (AUD $0.7 million and $1.5 million letter of credit capacity, respectively, which were fully utilized; USD $0.5 million and USD $1.0 million, respectively)		—		—
Financing lease liabilities (Note 5)		7.5		8.4
Total debt		1,228.5		1,234.5
Less unamortized discount on Term Debt		0.5		0.6
Less unamortized debt issuance costs on Term Debt and Convertible Senior Notes		9.6		12.7
Less current portion of long-term debt		7.5		7.8
Long-term debt, less current portion	$	1,210.9	$	1,213.4

Accrued interest and fees related to the debt obligations was $0.5 million and $0.7 million as of September 30, 2023 and December 31, 2022, respectively, and is included within other accrued expenses in our condensed consolidated balance sheets.

Senior Secured Credit Facility

On April 30, 2018, we completed the refinancing of our debt by entering into a new credit agreement. Pursuant to the terms of the new credit agreement, we became borrower of (i) a $680.0 million term loan debt facility (the “Term Debt”) and (ii) a $300.0 million revolving credit facility (the “Revolving Credit Facility”, and collectively with the Term Debt, the “Senior Secured Credit Facility”). Our obligations under the Senior Secured Credit Facility are secured by first priority security interests in substantially all of our assets and the domestic subsidiary guarantors, subject to permitted liens and certain exceptions.

The Term Debt and Revolving Credit Facility will mature on April 30, 2025 and January 29, 2025, respectively. We are required to make annual amortization payments in respect of the Term Debt in an amount equal to 1.00% of the original principal amount thereof, payable in equal quarterly installments of 0.25% of the original principal amount of the first lien term debt. On August 1, 2023, we completed the third amendment to our Senior Secured Credit Facility, which replaced LIBOR with Secured Overnight Financing Rate ("SOFR"). All outstanding LIBOR borrowings under the Senior Secured Credit Facility will continue to bear interest at LIBOR until the end of the current interest period or payment period. The Revolving Credit Facility does not require amortization payments.

Convertible Senior Notes

In March 2021, we issued $575.0 million in aggregate principal amount of 0.25% Convertible Senior Notes due 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act, and pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws, including the exercise in full by the initial purchasers of their option to purchase an additional $75.0 million in aggregate principal amount of 0.25% Convertible Senior Notes due 2026 (collectively, the “Convertible Senior Notes”). The Convertible Senior Notes bear interest at a rate of 0.25% per year and interest is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The Convertible Senior Notes mature on March 15, 2026, unless earlier converted, redeemed, or repurchased. The total net proceeds from the offering, after deducting initial purchase discounts and other debt issuance costs, were $561.8 million.

16 | Q3 2023 Form 10-Q The following table presents details of the Convertible Senior Notes:

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The Convertible Senior Notes will be convertible at the option of the holders at any time only under certain circumstances as outlined in Note 9, “Debt,” to our audited consolidated financial statements in our 2022 Form 10-K. The conditions allowing holders of the Convertible Senior Notes to convert have not been met and therefore were not convertible as of September 30, 2023.

On December 30, 2021, we notified the holders of the Convertible Senior Notes of our irrevocable election to settle the conversion obligation in connection with the Convertible Senior Notes submitted for conversion on or after January 1, 2022, or at maturity with a combination of cash and shares of our common stock. Generally, under this settlement method, the conversion value will be settled in cash in an amount no less than the principal amount being converted, and any excess of the conversion value over the principal amount will be settled, at our election, in cash or shares of common stock.

The Convertible Senior Notes are accounted for as a single liability, and the carrying amount of the Convertible Senior Notes was $567.5 million as of September 30, 2023, with principal of $575.0 million, net of issuance costs of $7.5 million. The Convertible Senior Notes are included within Long-term debt, less current portion in our condensed consolidated balance sheets as of September 30, 2023. The issuance costs related to the Convertible Senior Notes are being amortized to interest expense over the contractual term of the Convertible Senior Notes at an effective interest rate of 5.1%.

Interest expense recognized related to the Convertible Senior Notes was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Dollars in millions)
Contractual interest expense	$	0.4	$	0.4	$	1.1	$	1.0
Amortization of debt issuance costs		0.7		0.6		2.1		2.0
Total	$	1.1	$	1.0	$	3.2	$	3.0

Capped Calls

In March 2021, in connection with the pricing of the Convertible Senior Notes, we entered into capped call transactions with the option counterparties (the “Capped Calls”). The Capped Calls each have an initial strike price of $132.20 per share, and an initial cap price of $179.26 per share, both subject to certain adjustments. The capped call transactions are generally expected to reduce potential dilution to our common stock upon any conversion of the Convertible Senior Notes and/or offset any potential cash payments we would be required to make in excess of the principal amount of converted Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Convertible Senior Notes. As the Capped Calls qualify for a scope exception from derivative accounting for instruments that are both indexed to the issuer's own stock and classified in stockholder’s equity in our condensed consolidated balance sheet, we have recorded an amount of $33.0 million as a reduction to additional paid-in capital which will not be remeasured. This represents the premium of $45.0 million paid for the purchase of the Capped Calls, net of the deferred tax impact of $12.0 million.

Future Payments and Maturities of Debt

The future principal payments and maturities of our indebtedness, excluding financing lease obligations, are as follows:


Years Ending December 31,	Amount
	(Dollars in millions)
2023	$	1.7
2024		6.8
2025		637.5
2026		575.0
	$	1,221.0

17 | Q3 2023 Form 10-Q Our debt does not trade in active markets and was considered to be a Level 2 measurement at September 30, 2023.

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Fair Value of Debt

The fair value of the Term Debt was based on the borrowing rates currently available to us for bank loans with similar terms and average maturities and the limited trades of our debt. The fair value of the Convertible Senior Notes was determined based on the closing trading price per $1,000 of the Convertible Senior Notes as of the last day of trading for the period and is primarily affected by the trading price of our common stock and market interest rates. The fair value of our debt was estimated to be $1,151.9 million and $1,142.3 million as of September 30, 2023, and December 31, 2022, respectively.

8. Employee Benefit Plans

The components of net periodic cost (gain) for our defined benefit pension plan and for our postretirement benefit plan are included in the following tables:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net Periodic Pension Cost	(Dollars in millions)
Interest cost	$	4.2		$	2.2		$	12.8		$	6.6
Actuarial loss amortization		2.0			3.4			6.2			10.2
Less: Expected return on plan assets		(5.6	)		(4.0	)		(16.7	)		(11.9	)
Net periodic pension cost	$	0.6		$	1.6		$	2.3		$	4.9


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net Periodic Postretirement Benefit	(Dollars in millions)
Interest cost	$	0.1		$	0.1		$	0.3		$	0.2
Actuarial gain amortization		(0.5	)		(0.5	)		(1.7	)		(1.5	)
Net periodic postretirement benefit gain	$	(0.4	)	$	(0.4	)	$	(1.4	)	$	(1.3	)

9. Share-Based Compensation

Our share-based compensation consists of stock options, restricted stock units (“RSU”), and performance stock units (“PSU”). We also offer an employee stock purchase plan.

Under the 2013 Ceridian HCM Holding Inc. Stock Incentive Plan, as amended ("2013 SIP") and Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (as amended and restated from time to time, the “2018 EIP”), we have shares reserved for issuance of common stock to eligible employees and our Board of Directors. The 2018 EIP serves as a successor to the 2013 SIP as we ceased granting awards under the 2013 SIP as of April 24, 2018, and we do not intend to grant any additional awards under the 2013 SIP. Most of our equity awards under the 2018 EIP vest either annually or quarterly on a pro rata basis, generally over a one-, three-, four-, or five-year period or on a specific date if certain performance criteria are satisfied and certain equity values are attained. In addition, upon termination of service, all vested awards must be exercised generally within 90 days after termination, or these awards will be forfeited. The equity awards have a 10-year contractual term, and the options have an exercise price that is not less than the fair market value of the underlying stock on the date of grant.

As of September 30, 2023, there were 738,370 stock options and RSUs outstanding under the 2013 SIP and there were 11,998,634 stock options, RSUs, and PSUs outstanding and 11,704,190 shares available for future grants of equity awards under the 2018 EIP.

Total share-based compensation expense was $36.3 million and $39.2 million for the three months ended September 30, 2023, and 2022, respectively, and $118.0 million and $113.5 million for nine months ended September 30, 2023, and 2022, respectively.

18 | Q3 2023 Form 10-Q Performance-based stock option activity was as follows:

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Performance-Based Stock Options


	Shares			Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2022		1,760,438		$	66.10			7.4	$	0.1
Granted		—			—			—		—
Exercised		(3,857	)		(40.32	)		—		—
Forfeited or expired		—			—			—		—
Outstanding at September 30, 2023		1,756,581		$	65.26			6.6	$	4.5
Exercisable at September 30, 2023		256,581		$	65.26			6.8	$	0.7

As of September 30, 2023, there is no unrecognized expense related to unvested performance-based stock option awards.

Performance Stock Units

PSU activity was as follows:


	Shares
Outstanding at December 31, 2022		706,467
Granted		662,723
Vested and released		(270,948	)
Forfeited or canceled		(137,633	)
Outstanding at September 30, 2023		960,609
Releasable at September 30, 2023		95,066

On February 28, 2023, we granted PSUs under the 2023 Ceridian HCM Holding Inc. Management Incentive Plan (the “2023 MIP”) for the incentive period of January 1, 2023 through December 31, 2023, and also as part of long term incentive grants to certain members of management. The vesting conditions for the PSUs are primarily based on key financial metrics and the probability of vesting will continue to be evaluated throughout 2023, and share-based compensation will be recognized in accordance with that probability.

As of September 30, 2023, there was $32.6 million of share-based compensation expense related to unvested PSUs not yet recognized.

Restricted Stock Units

RSU activity was as follows:


	Shares
Outstanding at December 31, 2022		2,890,817
Granted		1,748,812
Vested and released		(960,885	)
Forfeited or canceled		(187,378	)
Outstanding at September 30, 2023		3,491,366
Releasable at September 30, 2023		752,151

As of September 30, 2023, there was $146.0 million of share-based compensation expense related to unvested RSUs not yet recognized, which is expected to be recognized over a weighted-average period of 1.6 years.

19 | Q3 2023 Form 10-Q Term-based stock option activity was as follows:

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Term-Based Stock Options


	Shares			Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2022		7,296,086		$	50.59			6.4	$	117.4
Granted		—			—			—		—
Exercised		(700,872	)		(42.89	)		—		—
Forfeited or expired		(66,005	)		(64.63	)		—		—
Outstanding at September 30, 2023		6,529,209		$	51.28			5.7	$	121.3
Exercisable at September 30, 2023		5,728,019		$	48.09			5.5	$	120.2

As of September 30, 2023, there was $14.6 million of share-based compensation expense related to unvested term-based stock options not yet recognized, which is expected to be recognized over a weighted-average period of 0.3 years.

Global Employee Stock Purchase Plan

We maintain the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan (“GESPP”) pursuant to which we have shares reserved for the issuance of common stock to eligible participants through quarterly purchases via payroll deductions. A total of 1,472,021 shares of common stock are available for future issuances under the plan as of September 30, 2023. The purchase price is the lower of 85% of the fair market value of a share of common stock on (i) January 1 or (ii) the purchase date.

Our GESPP activity was as follows:


Period Ended	Shares Issued		Purchase Price (per share)
March 31, 2023		62,584	$	62.24
June 30, 2023		59,627		56.92
September 30, 2023		64,488		52.33

20 | Q3 2023 Form 10-Q

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10. Revenue

Disaggregation of Revenue


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Dollars in millions)
Revenue:
Recurring revenue:
Dayforce recurring	$	279.6	$	207.8	$	819.0	$	590.7
Powerpay® recurring		24.0		22.6		72.2		66.5
Total Cloud recurring		303.6		230.4		891.2		657.2
Other recurring		21.8		33.4		67.0		105.6
Total recurring revenue		325.4		263.8		958.2		762.8
Professional services and other		52.1		51.8		155.8		147.3
Total revenue	$	377.5	$	315.6	$	1,114.0	$	910.1

Recurring revenue includes float revenue of $38.8 million and $21.3 million for the three months ended September 30, 2023, and 2022, respectively, and $127.5 million and $47.4 million for the nine months ended September 30, 2023, and 2022, respectively.

Contract Balances

A contract asset is generally recorded when revenue recognized for professional service performance obligations exceed the contractual amount of billings for implementation related professional services. Contract assets were $81.5 million and $68.5 million as of September 30, 2023, and December 31, 2022, respectively. Contract assets expected to be recognized in revenue within twelve months are included within prepaid expenses and other current assets, with the remaining contract assets included within other assets on our condensed consolidated balance sheets.

Deferred Revenue

Deferred revenue primarily consists of payments received in advance of revenue recognition. The changes in deferred revenue were as follows:


	Nine Months Ended September 30,
	2023			2022
	(Dollars in millions)
Deferred revenue, beginning of period	$	41.2		$	48.7
New billings		572.8			483.2
Revenue recognized		(542.5	)		(486.5	)
Effect of exchange rate		(23.7	)		(2.8	)
Deferred revenue, end of period	$	47.8		$	42.6

Transaction Price for Remaining Performance Obligations

As of September 30, 2023, approximately $1,181.1 million of revenue is expected to be recognized over the next three years from remaining performance obligations, which represents contracted revenue for recurring services and fixed price professional services, primarily implementation services, that has not yet been recognized, including deferred revenue and unbilled amounts that will be recognized as revenue in future periods. Performance obligations that are billed and recognized as they are delivered, primarily professional services contracts that are on a time and materials basis, are excluded from the transaction price for remaining performance obligations disclosed above.

21 | Q3 2023 Form 10-Q The components of accumulated other comprehensive loss were as follows:

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11. Accumulated Other Comprehensive Loss


	Foreign Currency Translation Adjustment			Unrealized Gain (Loss) from Invested Customer Funds			Pension Liability Adjustment			Total
	(Dollars in millions)
Balance as of December 31, 2022	$	(234.0	)	$	(96.4	)	$	(154.6	)	$	(485.0	)
Other comprehensive income before income taxes and reclassifications		(12.3	)		(1.5	)		—			(13.8	)
Income tax expense		—			0.4			(1.2	)		(0.8	)
Reclassifications to earnings		—			—			4.5			4.5
Other comprehensive income		(12.3	)		(1.1	)		3.3			(10.1	)
Balance as of September 30, 2023	$	(246.3	)	$	(97.5	)	$	(151.3	)	$	(495.1	)

12. Income Taxes

Our income tax provision represents federal, state, and international taxes on our income recognized for financial statement purposes and includes the effects of temporary differences between financial statement income and income recognized for tax return purposes. Deferred tax assets and liabilities are recorded for temporary differences between the financial reporting basis and the tax basis of assets and liabilities. We record a valuation allowance to reduce our deferred tax assets to reflect the net deferred tax assets that we believe will be realized. In assessing the likelihood that we will be able to recover our deferred tax assets and the need for a valuation allowance, we consider all available evidence, both positive and negative, including historical levels of pre-tax book income, expiration of net operating losses, changes in our debt and equity structure, expectations and risks associated with estimates of future taxable income, ongoing prudent and feasible tax planning strategies, as well as current tax laws. As of September 30, 2023, we have a valuation allowance of $48.1 million against certain deferred tax assets consisting of $31.0 million for deferred taxes attributable to previous business combinations, and $17.1 million attributable to state and foreign net operating loss carryovers.

We recorded income tax expense of $51.3 million during the nine months ended September 30, 2023, which included tax expense of $12.7 million attributable to current operations, $14.2 million attributable to share-based compensation, $5.1 million attributable to the U.S. Base Erosion Anti-Abuse Tax, $4.2 million attributable to international tax rate differences, $4.1 million attributable to Global Intangible Low Taxed Income, and $3.8 million attributable to U.S. state taxes.

There were no unrecognized tax benefits as of September 30, 2023, and December 31, 2022. We make adjustments to these reserves when facts and circumstances change, such as the closing of tax audits or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results.

We file income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2018.

13. Commitments and Contingencies

Legal Matters

We are subject to claims and a number of judicial and administrative proceedings considered normal in the course of our current and past operations, including employment-related disputes, contract disputes, disputes with our competitors, intellectual property disputes, government audits and proceedings, customer disputes, and tort claims. In some proceedings, the claimant seeks damages as well as other relief, which, if granted, would require substantial expenditures on our part.

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22 | Q3 2023 Form 10-Q Our general terms and conditions in customer contracts frequently include a provision indicating we will indemnify and hold our customers harmless from and against any and all claims alleging that the services and materials furnished by us violate any third party’s patent, trade secret, copyright, or other intellectual property right. We are not aware of any material pending litigation concerning these indemnifications.

Some of these matters raise difficult and complex factual and legal issues and are subject to many uncertainties, including the facts and circumstances of each particular action, and the jurisdiction, forum, and law under which each action is proceeding. Because of these complexities, final disposition of some of these proceedings may not occur for several years. As such, we are not always able to estimate the amount of our possible future liabilities, if any.

There can be no certainty that we may not ultimately incur charges in excess of presently established or future financial accruals or insurance coverage. Although occasional adverse decisions or settlements may occur, it is management’s opinion that the final disposition of these proceedings will not, considering the merits of the claims and available resources or reserves and insurance, and based upon the facts and circumstances currently known, have a material adverse effect on our financial position or results of operations.

14. Net (Loss) Income per Share

We compute net (loss) income per share of common stock using the treasury stock method. The basic and diluted net (loss) income per share computations were calculated as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023		2022
	(Dollars in millions, except share and per share data)
Numerator:
Net (loss) income	$	(3.8	)	$	(21.0	)	$	9.2	$	(68.2	)

Denominator:
Weighted-average shares outstanding - basic		155,693,712			153,184,846			155,026,472		152,691,008
Effect of dilutive equity instruments		—			—			3,158,335		—
Weighted-average shares outstanding - diluted		155,693,712			153,184,846			158,184,807		152,691,008

Net (loss) income per share - basic	$	(0.02	)	$	(0.14	)	$	0.06	$	(0.45	)
Net (loss) income per share - diluted	$	(0.02	)	$	(0.14	)	$	0.06	$	(0.45	)

The following potentially dilutive weighted-average shares were excluded from the calculation of diluted net (loss) income per share because their effect would have been anti-dilutive:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Stock options		3,051,487		5,356,629		2,447,755		5,633,051
Restricted stock units		566,712		1,831,846		64,406		1,359,481
Performance stock units		570,045		1,430,383		352		1,370,918

23 | Q3 2023 Form 10-Q The shares underlying the conversion option in the Convertible Senior Notes were not considered in the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive.

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Based on the initial conversion price, the entire outstanding principal amount of the Convertible Senior Notes as of September 30, 2023 would have been convertible into approximately 4.3 million shares of our common stock. Since we expect to settle the principal amount of the Convertible Senior Notes in cash, we use the treasury stock method for calculating any potential dilutive effect on diluted net income per share, if applicable. As a result, only the amount by which the conversion value exceeds the aggregate principal amount of the Convertible Senior Notes (the “conversion spread”) is considered in the diluted earnings per share computation. The conversion spread has a dilutive impact on diluted net income per share when the average market price of our common stock for a given period exceeds the initial conversion price of $132.20 per share for the Convertible Senior Notes. We excluded the potentially dilutive effect of the conversion spread of the Convertible Senior Notes as the average market price of our common stock during the three and nine months ended September 30, 2023 was less than the conversion price of the Convertible Senior Notes. In connection with the issuance of the Convertible Senior Notes, we entered into Capped Calls, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.

24 | Q3 2023 Form 10-Q ITEM 2.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented and should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this report and with our audited consolidated financial statements and notes thereto in our 2022 Form 10-K. This discussion and analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business, and our liquidity and capital resources as well as other non-historical statements. These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in Part II, Item 1A, “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements. Any reference to a “Note” in this discussion relates to the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report unless otherwise indicated.

Overview

Ceridian is a global human capital management (“HCM”) software company. We categorize our solutions into three categories: Cloud recurring, other recurring (formerly referred to as Bureau), and professional services and other. Cloud recurring revenue is generated from HCM solutions that are primarily delivered via two offerings: Dayforce, our flagship Cloud HCM platform, and Powerpay, a Cloud human resources (“HR”) and payroll solution for the Canadian small business market. Revenue from our Cloud recurring and other recurring solutions includes investment income generated from holding customer funds before funds are remitted to taxing authorities, also referred to as float revenue or float.

Dayforce provides HR, payroll, benefits, workforce management, and talent management functionality. Our platform is used by organizations of all sizes, from small businesses to global organizations, regardless of industry, to optimize management of the entire employee lifecycle, including attracting, engaging, paying, deploying, and developing their people. Dayforce was built as a single application from the ground up that combines a modern, consumer-grade user experience with proprietary application architecture, including a single employee record and a rules engine spanning all areas of HCM. Dayforce provides continuous real-time calculations across all modules to enable, for example, payroll administrators access to data through the entire pay period, and managers access to real-time data to optimize work schedules. Our platform is designed to drive efficiencies for our customers and their employees by improving HCM decision-making processes, streamlining workflows, revealing strategic organizational insights, and simplifying legislative compliance. The platform is designed to ease administrative work for both employees and managers, creating opportunities for companies to increase employee engagement. We sell Dayforce through our direct sales force on a subscription per-employee, per-month ("PEPM") basis. Our subscriptions are typically structured with an initial fixed term of between three and five years, with evergreen renewal thereafter.

Dayforce Wallet is a digital payment solution for customers' employees that gives employees instant access to their net earnings. With Dayforce Wallet, employees’ funds are loaded onto a paycard, which when used, generates interchange fee revenue. As of September 30, 2023, we had more than 1,760 customers signed onto Dayforce Wallet, over 1,060 customers live on the product, and an average registration rate above 55% of all eligible employees.

Our Business Model

Our business model focuses on supporting the rapid growth of Dayforce and maximizing the lifetime value of our Dayforce customer relationships. Due to our subscription model, where we recognize subscription revenues ratably over the term of the subscription period, and our high customer retention rates, we have a high level of visibility into our future revenues. The profitability of a customer depends, in large part, on how long they have been a customer. We estimate that it takes approximately two years before we are able to recover our implementation, customer acquisition, and other direct costs on a new Dayforce customer contract.

Over the lifetime of the customer relationship, we have the opportunity to realize additional PEPM revenue, both as the customer grows or rolls out the Dayforce solution to additional employees, and also by selling additional functionality to existing customers that do not currently utilize our full suite of capabilities. We also incur costs to manage the account, to retain customers, and to sell additional functionality. These costs, however, are significantly less than the costs initially incurred to acquire and to take customers live.

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Global Events

25 | Q3 2023 Form 10-Q Beginning in 2022, the U.S. Federal Reserve and the Bank of Canada enacted several increases to the federal funds rate and the overnight rate target, respectively. The rate increases have favorably impacted our float revenue, and conversely, have increased the cost of our term debt borrowing. There continues to be uncertainty in the changing market and economic conditions, including the possibility of additional measures that could be taken by the U.S. Federal Reserve, the Bank of Canada, or other government agencies, related to concerns over inflation risk.

Recent Events

In the third quarter of 2023, our Board of Directors approved plans to transition our Company’s name and branding to Dayforce, expected to begin in the first quarter of 2024. Over the course of 2024, we expect that Ceridian HCM Holding Inc. and its global operating entities will evolve to reflect the Dayforce brand.

The Office of Comptroller of the Currency (the "OCC") authorized the Ceridian National Trust Bank to open on January 3, 2023. Effective on this day, the Ceridian National Trust Bank commenced banking operations, acting as trustee for our U.S. payroll trust. Historically, certain aspects of our U.S. client money movement activity were subject to regulation at both the federal and individual state levels with resulting inherent complexity across multiple jurisdictions. With the establishment of the Ceridian National Trust Bank, regulatory oversight will now be under the OCC, a single federal government agency. Our payroll trust structure will continue to benefit our customers by providing bankruptcy-remoteness protection for client funds pending remittance to employees of our clients, tax authorities, and other payees.

How We Assess Our Performance

In assessing our performance, we consider a variety of annual and quarterly performance indicators in addition to revenue and net income. Set forth below are descriptions of our quarterly key performance measures. Additional information on our annual performance measures is described in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "How We Assess Our Performance" contained in our 2022 Form 10-K. Please refer to the "Non-GAAP Financial Measures" and “Results of Operations” sections below for further description and definitions of certain performance indicators which are considered non-GAAP financial measures.

Live Dayforce Customers

We use the number of live Dayforce customers as an indicator of future revenue and the overall performance of the business and to assess the performance of our implementation services.

Dayforce Recurring Revenue Per Customer

We use Dayforce recurring revenue per customer, a non-GAAP financial measure, as an indicator of the average size of our Dayforce customer, which we believe is also useful to management and investors. We calculate and monitor Dayforce recurring revenue per customer on a quarterly basis. Our Dayforce recurring revenue per customer may fluctuate as a result of a number of factors, including the number of live Dayforce customers and the number of customers purchasing the comprehensive suite of Dayforce functionality.

Constant Currency Revenue

We present percentage change in revenue on a constant currency basis to assess how our underlying business performed, excluding the effect of foreign currency rate fluctuations. We believe this non-GAAP financial measure is useful to management and investors. The average U.S. dollar to Canadian dollar foreign exchange rate was $1.34, with a daily range of $1.31 to $1.37, for the three months ended September 30, 2023, compared to $1.30, with a daily range of $1.28 to $1.38 for the three months ended September 30, 2022. As of September 30, 2023, the U.S. dollar to Canadian dollar foreign exchange rate was $1.36.

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Adjusted Operating Profit, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Cloud Recurring Gross Margin

26 | Q3 2023 Form 10-Q We believe that Adjusted operating profit, Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Cloud recurring gross margin, non-GAAP financial measures, are useful to management and investors as supplemental measures to evaluate our overall operating performance. Adjusted EBITDA is a component of our management incentive plan and Adjusted Cloud recurring gross margin is a component of certain performance based equity awards for our named executive officers, and these metrics are used by management to assess performance and to compare our operating performance to our competitors. Management believes that Adjusted operating profit, Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Cloud recurring gross margin are helpful in highlighting management performance trends because these metrics exclude the results of decisions that are outside the normal course of our business operations.

Results of Operations

Three Months Ended September 30, 2023 Compared With Three Months Ended September 30, 2022



	Three Months Ended September 30,						Increase/(Decrease)						Percentage of Revenue
	2023			2022			Amount			%			2023			2022
	(Dollars in millions)
Revenue:
Recurring
Cloud	$	303.6		$	230.4		$	73.2			31.8	%		80.4	%		73.0	%
Other		21.8			33.4			(11.6	)		(34.7	)%		5.8	%		10.6	%
Total recurring		325.4			263.8			61.6			23.4	%		86.2	%		83.6	%
Professional services and other		52.1			51.8			0.3			0.6	%		13.8	%		16.4	%
Total revenue		377.5			315.6			61.9			19.6	%		100.0	%		100.0	%
Cost of revenue:
Recurring
Cloud		69.9			64.3			5.6			8.7	%		18.5	%		20.4	%
Other		10.6			12.8			(2.2	)		(17.2	)%		2.8	%		4.1	%
Total recurring		80.5			77.1			3.4			4.4	%		21.3	%		24.4	%
Professional services and other		66.1			61.0			5.1			8.4	%		17.5	%		19.3	%
Product development and management		53.3			44.8			8.5			19.0	%		14.1	%		14.2	%
Depreciation and amortization		17.1			13.7			3.4			24.8	%		4.5	%		4.3	%
Total cost of revenue		217.0			196.6			20.4			10.4	%		57.5	%		62.3	%
Gross profit		160.5			119.0			41.5			34.9	%		42.5	%		37.7	%
Selling and marketing		61.8			62.6			(0.8	)		(1.3	)%		16.4	%		19.8	%
General and administrative		72.2			60.1			12.1			20.1	%		19.1	%		19.0	%
Operating profit (loss)		26.5			(3.7	)		30.2			816.2	%		7.0	%		(1.2	)%
Interest expense, net		8.9			7.4			1.5			20.3	%		2.4	%		2.3	%
Other expense, net		5.1			5.9			(0.8	)		(13.6	)%		1.4	%		1.9	%
Income (loss) before income taxes		12.5			(17.0	)		29.5			173.5	%		3.3	%		(5.4	)%
Income tax expense		16.3			4.0			12.3			307.5	%		4.3	%		1.3	%
Net loss	$	(3.8	)	$	(21.0	)	$	17.2			81.9	%		(1.0	)%		(6.7	)%
Net profit margin (a)		(1.0	)%		(6.7	)%
Adjusted EBITDA (b)	$	107.2		$	63.5		$	43.7			68.8	%		28.4	%		20.1	%

(a)

Net profit margin is determined by calculating the percentage that net loss is of total revenue.

(b)

Please refer to the “Non-GAAP Financial Measures” section for a discussion and reconciliation of Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP financial measures.

27 | Q3 2023 Form 10-Q Revenue.

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The following table sets forth certain information regarding our revenues for the periods presented:


	Three Months Ended September 30,				Percentage change in revenue			Impact of changes in foreign currency (a)			Percentage change in revenue on a constant currency basis (a)
	2023		2022		2023 vs. 2022						2023 vs. 2022
	(Dollars in millions)
Revenue:
Recurring revenue:
Dayforce recurring, excluding float	$	245.6	$	191.0		28.6	%		(0.3	)%		28.9	%
Dayforce float		34.0		16.8		102.4	%		(1.3	)%		103.7	%
Total Dayforce recurring		279.6		207.8		34.6	%		(0.3	)%		34.9	%
Powerpay recurring, excluding float		19.6		19.3		1.6	%		(3.1	)%		4.7	%
Powerpay float		4.4		3.3		33.3	%		(4.3	)%		37.6	%
Total Powerpay recurring		24.0		22.6		6.2	%		(3.3	)%		9.5	%
Total Cloud recurring		303.6		230.4		31.8	%		(0.6	)%		32.4	%
Other recurring (b)		21.8		33.4		(34.7	)%		(1.6	)%		(33.1	)%
Total recurring revenue		325.4		263.8		23.4	%		(0.7	)%		24.1	%
Professional services and other (c)		52.1		51.8		0.6	%		(0.4	)%		1.0	%
Total revenue	$	377.5	$	315.6		19.6	%		(0.7	)%		20.3	%

(a)

We have calculated percentage change in revenue on a constant currency basis by applying the average foreign exchange rate in effect during the comparable prior period. Please refer to the “Non-GAAP Financial Measures” section for discussion of percentage change in revenue on a constant currency basis.

(b)

Other recurring contains solutions previously described as Bureau. Float attributable to this solution was $0.4 million and $1.2 million for the three months ended September 30, 2023, and 2022, respectively.

(c)

For the three months ended September 30, 2023, Professional services and other consisted of $48.2 million, $3.8 million, and $0.1 million associated with Dayforce, Other, and Powerpay, respectively. For the three months ended September 30, 2022, Professional services and other consisted of $46.4 million, $5.3 million, and $0.1 million associated with Dayforce, Other, and Powerpay, respectively.

Total revenue increased $61.9 million, or 19.6%, to $377.5 million for the three months ended September 30, 2023, compared to $315.6 million for the three months ended September 30, 2022. This increase was primarily attributable to the increase in live Dayforce customers, the increase in Dayforce recurring revenue per customer, and the increase in float revenue. The number of live Dayforce customers increased 8.5% to 6,346 at September 30, 2023 from 5,848 at September 30, 2022. Additionally, for the trailing twelve months ended September 30, 2023, Dayforce recurring revenue per customer grew to $138,838 compared to $118,348 for the comparable period in 2022.1 Please refer to the “Non-GAAP Financial Measures” section for discussion of Dayforce recurring revenue per customer.

The increase in Dayforce recurring revenue per customer is driven by the growing average size of our customers, as we have been expanding within the enterprise segment, as well as more customers purchasing the comprehensive suite of Dayforce functionality. Additionally, tax migration from legacy infrastructure to the same platform as Dayforce contributed approximately 450 basis points of growth for the three months ended September 30, 2023 to Dayforce recurring revenue, excluding float. The increase in float revenue is driven by an increase in average yield of 160 basis points compared to the three months ended September 30, 2022, in addition to a 3.9% increase in average float balance for our customer funds for the three months ended September 30, 2023, which increased to $4.02 billion, compared to $3.87 billion for the three months ended September 30, 2022.

Cost of revenue. Total cost of revenue for the three months ended September 30, 2023, was $217.0 million, an increase of $20.4 million, or 10.4%, compared to the three months ended September 30, 2022.

1 Excluding float revenue, the impact of lower employment levels due to the COVID-19 pandemic, Ascender and ADAM HCM revenue and on a constant currency basis. Please refer to the “Non-GAAP Financial Measures” section for discussion of revenue on a constant currency basis.

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28 | Q3 2023 Form 10-Q Recurring cost of revenue for the three months ended September 30, 2023, increased $3.4 million, or 4.4%, compared with the three months ended September 30, 2022, primarily due to additional labor-related costs incurred to support the growing Dayforce customer base globally, partially offset by a reduction in severance and restructuring costs related to the integration of acquisitions and re-balancing of resources across our global footprint during the three months ended September 30, 2022.

Professional services and other cost of revenue increased $5.1 million, or 8.4%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, primarily due to increased labor-related costs incurred to take new customers live.

Product development and management expense increased $8.5 million, or 19.0%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The increase primarily reflects additional personnel costs. For the three months ended September 30, 2023, and 2022, our investment in software development was $51.4 million and $42.0 million, respectively, consisting of $28.9 million and $24.3 million, of research and development expense, and $22.5 million and $17.7 million in capitalized software development costs, respectively.

Depreciation and amortization expense associated with cost of revenue increased $3.4 million, or 24.8%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, as we continue to capitalize Dayforce related and other development costs and subsequently amortize these costs.

Gross profit. The following table presents total gross margin and solution gross margins for the periods presented:


	Three Months Ended September 30,
	2023			2022
Total gross margin		42.5	%		37.7	%
Gross margin by solution:
Cloud recurring		77.0	%		72.1	%
Other recurring		51.4	%		61.7	%
Professional services and other		(26.9	)%		(17.8	)%

Total gross margin is defined as total gross profit as a percentage of total revenue, which is inclusive of product development and management costs, as well as depreciation and amortization associated with cost of revenue. Gross margin for each solution in the table above is defined as total revenue less cost of revenue for the applicable solution as a percentage of total revenue for that related solution, which is exclusive of any product development and management or depreciation and amortization cost allocations.

Total gross margin for the three months ended September 30, 2023 increased 480 basis points compared to total gross margin for the three months ended September 30, 2022 and gross profit increased by $41.5 million, or 34.9% for the three months ended September 30, 2023 compared to the three months ended September 30, 2022, primarily due to the $61.9 million or 19.6% increase in revenue, including float revenue, which outpaced the increase in cost of revenue.

Cloud recurring gross margin was 77.0% for the three months ended September 30, 2023, compared to 72.1% for the three months ended September 30, 2022. Excluding the impact of share-based compensation and related employer taxes and certain other items, Adjusted Cloud recurring gross margin increased by 350 basis points to 78.3%. The increase in Cloud recurring gross margin was primarily due to the increase in float revenue and reduction in severance expense associated with the re-balancing of resources across our global footprint in 2022. The increase is also due to the growth of the proportion of Dayforce customers live for more than two years, which increased from 80% as of September 30, 2022 to 82% as of September 30, 2023. Please refer to the “Non-GAAP Financial Measures” section for a discussion and reconciliation of Adjusted Cloud recurring gross margin and additional information on the excluded items.

Professional services and other gross margin was (26.9)% for the three months ended September 30, 2023, compared to (17.8)% for the three months ended September 30, 2022, reflecting additional costs to take new customers live.

29 | Q3 2023 Form 10-Q Selling, general, and administrative expense.

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Selling, general, and administrative expense increased $11.3 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. This reflects an increase of $12.1 million in general and administrative expense and a reduction of $0.8 million in sales and marketing expense. The increase in general and administrative expense is driven by an increase in amortization expense, an increase the remeasurement of the DataFuzion contingent consideration, and other employee-related costs, partially offset by a reduction in share-based compensation. In the third quarter of 2023, our Board of Directors approved plans to transition our Company’s name and branding to Dayforce. Given the significance of this transition, we assessed the impact on the carrying amount of $167.2 million related to our Ceridian® trade name intangible asset. It was determined that the Ceridian trade name is now deemed to have a finite life of two years and began being amortized in the third quarter of 2023, leading to this increase in amortization expense for the three months ended September 30, 2023. The reduction in sales and marketing expense is primarily driven by a reduction in commission expense due to increasing the expected period of benefit of our deferred sales commissions from five years to ten years, partially offset by an increase in investment in our sales force in order to support our growth initiatives.

Operating profit (loss). Operating profit for the three months ended September 30, 2023, was $26.5 million, compared to operating loss of $3.7 million for the three months ended September 30, 2022. The $30.2 million change was primarily due to the increase in revenue, including float revenue, gross margin expansion, and the reduction in commission expense. Partially offsetting these factors was increased cost of revenue and an increase in amortization expense. Adjusted operating profit increased by $39.3 million to $89.4 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Please refer to the “Non-GAAP Financial Measures” section for a discussion and reconciliation of Adjusted operating profit and additional information on the excluded items.

Interest expense, net. Interest expense, net was $8.9 million and $7.4 million for the three months ended September 30, 2023, and 2022, respectively. The increase was primarily due to an increase in interest expense on our Term Debt due to the increase in applicable reference rates, partially offset by an increase in interest income.

Other expense, net. For the three months ended September 30, 2023, and 2022, we incurred other expense, net of $5.1 million and $5.9 million, respectively. Other expense, net was primarily comprised of foreign currency translation (gains) losses and net periodic pension expense.

Income tax expense. For the three months ended September 30, 2023, and 2022, we recorded income tax expense of $16.3 million and $4.0 million, respectively. The increase in income tax expense was primarily due to a $6.2 million increase attributable to current operations, a $3.3 million increase attributable to Global Intangible Low Taxed Income, and a $2.9 million increase attributable to international tax rate differences.

Net loss. We realized net loss of $3.8 million for the three months ended September 30, 2023, compared to $21.0 million for the three months ended September 30, 2022. Net loss decreased due to the increase in revenue, including float revenue, gross margin expansion, and the reduction in commission expense, partially offset by increases in amortization expense and income tax expense. As noted above, we began amortizing our Ceridian trade name intangible asset in the third quarter of 2023, leading to this increase in amortization expense. For the three months ended September 30, 2023 and 2022, net profit margin was (1.0)% and (6.7)%, respectively.

Adjusted EBITDA. Adjusted EBITDA increased by $43.7 million to $107.2 million, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, and Adjusted EBITDA margin was 28.4% for the three months ended September 30, 2023, compared to 20.1% for the three months ended September 30, 2022. Please refer to the “Non-GAAP Financial Measures” section for a discussion and reconciliation of Adjusted EBITDA and Adjusted EBITDA margin and additional information on the excluded items.

30 | Q3 2023 Form 10-Q

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Nine Months Ended September 30, 2023 Compared With Nine Months Ended September 30, 2022



	Nine Months Ended September 30,						Increase/(Decrease)						Percentage of Revenue
	2023			2022			Amount			%			2023			2022
	(Dollars in millions)
Revenue:
Recurring
Cloud	$	891.2		$	657.2		$	234.0			35.6	%		80.0	%		72.2	%
Other		67.0			105.6			(38.6	)		(36.6	)%		6.0	%		11.6	%
Total recurring		958.2			762.8			195.4			25.6	%		86.0	%		83.8	%
Professional services and other		155.8			147.3			8.5			5.8	%		14.0	%		16.2	%
Total revenue		1,114.0			910.1			203.9			22.4	%		100.0	%		100.0	%
Cost of revenue:
Recurring
Cloud		204.8			189.1			15.7			8.3	%		18.4	%		20.8	%
Other		34.6			45.3			(10.7	)		(23.6	)%		3.1	%		5.0	%
Total recurring		239.4			234.4			5.0			2.1	%		21.5	%		25.8	%
Professional services and other		197.0			172.6			24.4			14.1	%		17.7	%		19.0	%
Product development and management		153.5			125.0			28.5			22.8	%		13.8	%		13.7	%
Depreciation and amortization		47.4			40.0			7.4			18.5	%		4.3	%		4.4	%
Total cost of revenue		637.3			572.0			65.3			11.4	%		57.2	%		62.9	%
Gross profit		476.7			338.1			138.6			41.0	%		42.8	%		37.1	%
Selling and marketing		177.5			183.4			(5.9	)		(3.2	)%		15.9	%		20.2	%
General and administrative		204.9			183.8			21.1			11.5	%		18.4	%		20.2	%
Operating profit (loss)		94.3			(29.1	)		123.4			424.1	%		8.5	%		(3.2	)%
Interest expense, net		27.2			19.9			7.3			36.7	%		2.4	%		2.2	%
Other expense, net		6.6			11.4			(4.8	)		(42.1	)%		0.6	%		1.3	%
Income (loss) before income taxes		60.5			(60.4	)		120.9			200.2	%		5.4	%		(6.6	)%
Income tax expense		51.3			7.8			43.5			557.7	%		4.6	%		0.9	%
Net income (loss)	$	9.2		$	(68.2	)	$	77.4			113.5	%		0.8	%		(7.5	)%
Net profit margin (a)		0.8	%		(7.5	)%		8.3	%		111.0	%
Adjusted EBITDA (b)	$	311.0		$	182.7		$	128.3			70.2	%		27.9	%		20.1	%

(a)

Net profit margin is determined by calculating the percentage that net income (loss) is of total revenue.

(b)

Please refer to the “Non-GAAP Financial Measures” section for a discussion and reconciliation of Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP financial measures.

31 | Q3 2023 Form 10-Q

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	Nine Months Ended September 30,				Percentage change in revenue			Impact of changes in foreign currency (a)			Percentage change in revenue on a constant currency basis (a)
	2023		2022		2023 vs. 2022						2023 vs. 2022
	(Dollars in millions)
Revenue:
Recurring revenue:
Dayforce recurring, excluding float	$	706.5	$	554.5		27.4	%		(1.2	)%		28.6	%
Dayforce float		112.5		36.2		210.8	%		(3.6	)%		214.4	%
Total Dayforce recurring		819.0		590.7		38.6	%		(1.4	)%		40.0	%
Powerpay recurring, excluding float		58.8		58.3		0.9	%		(5.1	)%		6.0	%
Powerpay float		13.4		8.2		63.4	%		(8.6	)%		72.0	%
Total Powerpay recurring		72.2		66.5		8.6	%		(5.5	)%		14.1	%
Total Cloud recurring		891.2		657.2		35.6	%		(1.8	)%		37.4	%
Other recurring (b)		67.0		105.6		(36.6	)%		(2.6	)%		(34.0	)%
Total recurring revenue		958.2		762.8		25.6	%		(1.9	)%		27.5	%
Professional services and other (c)		155.8		147.3		5.8	%		(1.8	)%		7.6	%
Total revenue	$	1,114.0	$	910.1		22.4	%		(1.9	)%		24.3	%

(a)

(b)

Other recurring contains solutions previously described as Bureau. Float attributable to this solution was $1.6 million and $3.0 million for the nine months ended September 30, 2023, and 2022, respectively.

(c)

For the nine months ended September 30, 2023, Professional services and other consisted of $144.6 million, $11.1 million, and $0.1 million associated with Dayforce, Other, and Powerpay, respectively. For the nine months ended September 30, 2022, Professional services and other consisted of $134.2 million, $12.7 million, and $0.4 million associated with Dayforce, Other, and Powerpay, respectively.

Total revenue increased $203.9 million, or 22.4%, to $1,114.0 million for the nine months ended September 30, 2023, compared to $910.1 million for the nine months ended September 30, 2022. This increase was primarily attributable to the increase in live Dayforce customers, the increase in Dayforce recurring revenue per customer, and the increase in float revenue. The number of live Dayforce customers increased 8.5% to 6,346 at September 30, 2023 from 5,848 at September 30, 2022. Additionally, for the trailing twelve months ended September 30, 2023, Dayforce recurring revenue per customer grew to $138,838 compared to $118,348 for the comparable period in 2022.1 Please refer to the “Non-GAAP Financial Measures” section for discussion of Dayforce recurring revenue per customer.

The increase in Dayforce recurring revenue per customer is driven by the growing average size of our customers, as we have been expanding within the enterprise segment, as well as more customers purchasing the comprehensive suite of Dayforce functionality. Additionally, the tax migration from legacy infrastructure to the same platform as Dayforce contributed approximately 510 basis points of growth for the nine months ended September 30, 2023 to Dayforce recurring revenue, excluding float. The increase in float revenue is driven by an increase in average yield of 220 basis points compared to the nine months ended September 30, 2022, in addition to a 4.8% increase in average float balance for our customer funds for the nine months ended September 30, 2023, which increased to $4.61 billion, compared to $4.40 billion for the nine months ended September 30, 2022.

Cost of revenue. Total cost of revenue for the nine months ended September 30, 2023, was $637.3 million, an increase of $65.3 million, or 11.4%, compared to the nine months ended September 30, 2022.

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32 | Q3 2023 Form 10-Q Recurring cost of revenue for the nine months ended September 30, 2023, increased $5.0 million, or 2.1%, compared with the nine months ended September 30, 2022, primarily due to additional labor-related costs incurred to support the growing Dayforce customer base globally. The increase in recurring cost of revenue was partially offset by an $18.6 million reduction in severance and restructuring costs related to the integration of acquisitions and re-balancing of resources across our global footprint during the nine months ended September 30, 2022.

Professional services and other cost of revenue increased $24.4 million, or 14.1%, for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, primarily due to increased labor-related costs incurred to take new customers live and increased share-based compensation expense.

Product development and management expense increased $28.5 million, or 22.8%, for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The increase primarily reflects additional personnel costs and share-based compensation expense. For the nine months ended September 30, 2023, and 2022, our investment in software development was $146.6 million and $118.2 million, respectively, consisting of $80.6 million and $67.7 million, of research and development expense, and $66.0 million and $50.5 million in capitalized software development costs, respectively.

Depreciation and amortization expense associated with cost of revenue increased $7.4 million, or 18.5%, for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, as we continue to capitalize Dayforce related and other development costs and subsequently amortize these costs.

Gross profit. The following table presents total gross margin and solution gross margins for the periods presented:


	Nine Months Ended September 30,
	2023			2022

Total gross margin		42.8	%		37.1	%
Gross margin by solution:
Cloud recurring		77.0	%		71.2	%
Other recurring		48.4	%		57.1	%
Professional services and other		(26.4	)%		(17.2	)%

Total gross margin for the nine months ended September 30, 2023 increased 570 basis points compared to total gross margin for the nine months ended September 30, 2022 and gross profit increased by $138.6 million, or 41.0% for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily due to the $203.9 million or 22.4% increase in revenue, including float revenue, which outpaced the increase in cost of revenue.

Cloud recurring gross margin was 77.0% for the nine months ended September 30, 2023, compared to 71.2% for the nine months ended September 30, 2022. Excluding the impact of share-based compensation and related employer taxes and certain other items, Adjusted Cloud recurring gross margin increased by 290 basis points to 78.4%. The increase in Cloud recurring gross margin was primarily due to the increase in float revenue and reduction in severance expense associated with the re-balancing of resources across our global footprint in 2022. The increase is also due to the growth of the proportion of Dayforce customers live for more than two years, which increased from 80% as of September 30, 2022 to 82% as of September 30, 2023. Please refer to the “Non-GAAP Financial Measures” section for a discussion and reconciliation of Adjusted Cloud recurring gross margin and additional information on the excluded items.

Professional services and other gross margin was (26.4)% for the nine months ended September 30, 2023, compared to (17.2)% for the nine months ended September 30, 2022, reflecting additional costs to take new customers live.

33 | Q3 2023 Form 10-Q Selling, general, and administrative expense.

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Selling, general, and administrative expense increased $15.2 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. This reflects an increase of $21.1 million in general and administrative expense and a reduction of $5.9 million in sales and marketing expense. The increase in general and administrative expense is driven by an increase in amortization expense, an increase the remeasurement of the DataFuzion contingent consideration, and an increase in employee-related costs, partially offset by a reduction in share-based compensation expense primarily related to specific individual awards becoming fully vested in prior periods. In the third quarter of 2023, our Board of Directors approved plans to transition our Company’s name and branding to Dayforce. Given the significance of this transition, we assessed the impact on the carrying amount of $167.2 million related to our Ceridian® trade name intangible asset. It was determined that the Ceridian trade name is now deemed to have a finite life of two years and began being amortized in the third quarter of 2023, leading to this increase in amortization expense for the nine months ended September 30, 2023. The reduction in sales and marketing expense is primarily driven by a reduction in commission expense due to increasing the expected period of benefit of our deferred sales commissions from five years to ten years, partially offset by an increase in investment in our sales force in order to support our growth initiatives.

Operating profit (loss). Operating profit for the nine months ended September 30, 2023, was $94.3 million, compared to operating loss of $29.1 million for the nine months ended September 30, 2022. The $123.4 million change was primarily due to the increase in revenue, including float revenue, gross margin expansion, reductions in severance and restructuring expenses, and the reduction in commission expense, partially offset by an increase in amortization expense. Adjusted operating profit increased by $116.4 million to $260.9 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. Please refer to the “Non-GAAP Financial Measures” section for a discussion and reconciliation of Adjusted operating profit and additional information on the excluded items.

Interest expense, net. Interest expense, net was $27.2 million and $19.9 million for the nine months ended September 30, 2023, and 2022, respectively. The increase was primarily due to an increase in interest expense on our Term Debt due to the increase in applicable reference rates, partially offset by an increase in interest income.

Other expense, net. For the nine months ended September 30, 2023, and 2022, we incurred other expense, net of $6.6 million and $11.4 million, respectively. Other expense, net was primarily comprised of foreign currency translation (gains) losses and net periodic pension expense.

Income tax expense. For the nine months ended September 30, 2023, and 2022, we recorded income tax expense of $51.3 million and $7.8 million, respectively. The increase in income tax expense was primarily due to a $25.4 million increase attributable to current operations, a $5.8 million increase attributable to international tax rate differences, a $4.7 million increase attributable to share-based compensation, a $3.0 million increase in valuation allowance, and a $2.7 million increase attributable to state income taxes.

Net income (loss). We realized net income of $9.2 million for the nine months ended September 30, 2023, compared to net loss of $68.2 million for the nine months ended September 30, 2022. Net income increased due to the increase in revenue, including float revenue, gross margin expansion, and reductions in severance, restructuring and commission expenses, partially offset by increases in amortization expense and income tax expense. For the nine months ended September 30, 2023 and 2022, net profit margin was 0.8% and (7.5)%, respectively.

Adjusted EBITDA. Adjusted EBITDA increased by $128.3 million to $311.0 million, for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, and Adjusted EBITDA margin was 27.9% for the nine months ended September 30, 2023, compared to 20.1% for the nine months ended September 30, 2022. Please refer to the “Non-GAAP Financial Measures” section for a discussion and reconciliation of Adjusted EBITDA and Adjusted EBITDA margin and additional information on the excluded items.

Liquidity and Capital Resources

Our primary sources of liquidity are our existing cash and equivalents, cash provided by operating activities, availability under our Revolving Credit Facility, and proceeds from debt issuances and equity offerings. As of September 30, 2023, we had cash and equivalents of $510.3 million and our total debt was $1,228.5 million.

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34 | Q3 2023 Form 10-Q Our primary liquidity needs are related to funding of general business requirements, including the payment of interest and principal on our debt, capital expenditures, fulfilling our contractual commitments, product development, and funding Dayforce Wallet on demand pay requests on behalf of our customers. From time to time, we have made investments in businesses or acquisitions of companies, which are also liquidity needs.

We believe that our cash flow from operations, available cash and equivalents, and availability under our Revolving Credit Facility will be sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future. Dayforce Wallet on demand pay requests are currently funded from our operating cash balances, until the amounts are reimbursed by our customers through their normal payroll funding cycles. We evaluate the creditworthiness of each customer utilizing the Dayforce Wallet feature. We anticipate that to the extent that we require additional liquidity, it will be funded through the issuance of equity, the incurrence of additional indebtedness, or a combination thereof. We cannot provide assurance that we will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, our liquidity and our ability to meet our obligations and to fund our capital requirements and Dayforce Wallet on demand pay requests are also dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. Accordingly, we cannot provide assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. If we decide to pursue one or more significant acquisitions, we may incur additional debt or raise additional equity to finance such acquisitions, which would result in additional expenses and/or dilution.

Statements of Cash Flows

Changes in cash flows due to purchases of customer fund marketable securities and proceeds from the sale or maturity of customer fund marketable securities, as well as the carrying value of customer fund accounts as of period end dates can vary significantly due to several factors, including the specific day of the week the period ends, which impacts the timing of funds collected from customers and payments made to satisfy customer obligations to employees, taxing authorities, and others. The customer funds are fully segregated from our operating cash accounts and are evaluated and tracked separately by management. The table below summarizes the activity within the condensed consolidated statements of cash flows:


	Nine Months Ended September 30,
	2023			2022
	(Dollars in millions)
Net cash provided by operating activities	$	129.6		$	90.8
Net cash used in investing activities		(14.9	)		(295.0	)
Net cash provided by financing activities		345.3			723.2
Effect of exchange rate changes on cash, restricted cash, and equivalents		5.1			(37.8	)
Net increase in cash, restricted cash, and equivalents		465.1			481.2
Cash, restricted cash, and equivalents at beginning of period		3,151.2			2,643.3
Cash, restricted cash, and equivalents at end of period		3,616.3			3,124.5

Cash and equivalents		510.3			408.4
Restricted cash and equivalents		3,106.0			2,716.1
Total cash, restricted cash, and equivalents	$	3,616.3		$	3,124.5

35 | Q3 2023 Form 10-Q Net cash provided by operating activities was $129.6 million during the nine months ended September 30, 2023 compared to $90.8 million during the nine months ended September 30, 2022.

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Operating Activities

For both periods, cash inflows from operating activities are primarily generated from the subscriptions of our solutions. Cash outflows from operating activities for both periods are primarily comprised of personnel-related expenditures that are integral to our business operations. The positive cash inflow in both periods is primarily due to our growing revenue, partially offset by our operating costs, mainly, investment in our sales force to support our growth initiatives and those product development and management costs which are not eligible for capitalization.

Investing Activities

During the nine months ended September 30, 2023, net cash used in investing activities was $14.9 million, consisting of purchases of customer funds marketable securities of $252.0 million and capital expenditures of $88.3 million, partially offset by proceeds from the sale and maturity of customer funds marketable securities of $326.4 million. Our capital expenditures included $72.9 million for software and technology and $15.4 million for property and equipment.

During the nine months ended September 30, 2022, net cash used in investing activities was $295.0 million, consisting of purchases of customer funds marketable securities of $534.3 million and capital expenditures of $64.9 million, partially offset by proceeds from the sale and maturity of customer funds marketable securities of $304.2 million. Our capital expenditures included $54.5 million for software and technology and $10.4 million for property and equipment.

Financing Activities

Net cash provided by financing activities was $345.3 million during the nine months ended September 30, 2023. This cash inflow is primarily attributable to an increase in net customer fund obligations of $311.0 million and proceeds from issuance of common stock under our share-based compensation plans of $40.3 million, partially offset by payments on our long-term debt obligations of $6.0 million.

Net cash provided by financing activities was $723.2 million during the nine months ended September 30, 2022. This cash inflow is primarily attributable to an increase in net customer fund obligations of $706.9 million and proceeds from issuance of common stock under our share-based compensation plans of $22.6 million, partially offset by payments on our long-term debt obligations of $6.3 million.

Backlog

Backlog is equivalent to our remaining performance obligations, which represents contracted revenue for recurring and fixed price professional services, primarily implementation services, that has not yet been recognized, including deferred revenue and unbilled amounts that will be recognized as revenue in future periods. As of September 30, 2023, our remaining performance obligations were approximately $1,181.1 million. Please refer to Note 10, “Revenue” for further discussion of our remaining performance obligations.

Off-Balance Sheet Arrangements

As of September 30, 2023, we did not have any “off-balance sheet arrangements” (as such term is defined in Item 303 of Regulation S-K).

Contractual Obligations

During the nine months ended September 30, 2023, there were no significant changes to our contractual obligations as described in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Contractual Obligations" contained in our 2022 Form 10-K.

Critical Accounting Policies and Estimates

During the nine months ended September 30, 2023, there were no significant changes to our critical accounting policies and estimates as described in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Critical Accounting Policies and Estimates" contained in our 2022 Form 10-K.

36 | Q3 2023 Form 10-Q We use certain non-GAAP financial measures in this document including:

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Non-GAAP Financial Measures


Non-GAAP Financial Measure	GAAP Financial Measure
EBITDA	Net income (loss)
Adjusted EBITDA	Net income (loss)
Adjusted EBITDA margin	Net profit margin
Adjusted Cloud recurring gross margin	Cloud recurring gross margin
Adjusted operating profit	Operating profit (loss)
Adjusted operating profit margin	Operating profit (loss) margin
Adjusted net income	Net income (loss)
Adjusted net profit margin	Net profit margin
Adjusted diluted net income per share	Diluted net income (loss) per share
Percentage change in revenue, including total revenue and revenue by solution, on a constant currency basis	Percentage change in revenue, including total revenue and revenue by solution
Dayforce recurring revenue per customer	No directly comparable GAAP measure

We believe that these non-GAAP financial measures are useful to management and investors as supplemental measures to evaluate our overall operating performance including comparison across periods and with competitors. Our management team uses these non-GAAP financial measures to assess operating performance because these financial measures exclude the results of decisions that are outside the normal course of our business operations, and are used for internal budgeting and forecasting purposes both for short- and long-term operating plans. Additionally, Adjusted EBITDA is a component of our management incentive plan and Adjusted Cloud recurring gross margin is a component of certain performance based equity awards for our named executive officers. These non-GAAP financial measures are not required by, defined under, or presented in accordance with, GAAP, and should not be considered as alternatives to our results as reported under GAAP, have important limitations as analytical tools, and our use of these terms may not be comparable to similarly titled measures of other companies in our industry. Our presentation of non-GAAP financial measures should not be construed to imply that our future results will be unaffected by similar items to those eliminated in this presentation.

We define our non-GAAP financial measures as follows:

•

EBITDA is defined as net income (loss) before interest, taxes, depreciation, and amortization, and Adjusted EBITDA is EBITDA, as adjusted to exclude share-based compensation expense and related employer taxes, and certain other items.

•

Adjusted EBITDA margin is determined by calculating the percentage Adjusted EBITDA is of total revenue.

•

Adjusted Cloud recurring gross margin is defined as Cloud recurring gross margin, as adjusted to exclude share-based compensation and related employer taxes, and certain other items, as a percentage of total Cloud recurring revenue.

•

Adjusted operating profit is defined as operating profit (loss), as adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items.

•

Adjusted operating profit margin is determined by calculating the percentage Adjusted operating profit is of total revenue.

•

Adjusted net income is defined as net income (loss), as adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items, all of which are adjusted for the effect of income taxes.

•

Adjusted net profit margin is determined by calculating the percentage Adjusted net income is of total revenue.

•

Adjusted diluted net income per share is calculated by dividing adjusted net income by diluted weighted average shares outstanding. When adjusted net income is positive, diluted weighted average shares outstanding incorporate the effect of dilutive equity instruments.

•

Percentage change in revenue, including total revenue and revenue by solution, on a constant currency basis is calculated by applying the average foreign exchange rate in effect during the comparable prior period.

37 | Q3 2023 Form 10-Q Dayforce recurring revenue per customer is an indicator of the average size of Dayforce recurring revenue customers.

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•

To calculate Dayforce recurring revenue per customer, we start with Dayforce recurring revenue on a constant currency basis by applying the same exchange rate to all comparable periods for the trailing twelve months and excludes float revenue, the impact of lower employment levels due to the COVID-19 pandemic, and Ascender and ADAM HCM revenue. This amount is divided by the number of live Dayforce customers at the end of the trailing twelve month period, excluding Ascender and ADAM HCM. We have not reconciled the Dayforce recurring revenue per customer because there is no directly comparable GAAP financial measure.

The following tables reconcile our reported results to our non-GAAP financial measures:


	Three Months Ended September 30, 2023
	As reported			As reported margins (a)			Share-based compensation		Amortization		Other (b)			As adjusted (b)		As adjusted margins (a)
	(Dollars in millions, except per share data)
Cost of Cloud recurring revenue	$	69.9			77.0	%	$	3.9	$	—	$	—		$	66.0		78.3	%

Operating profit	$	26.5			7.0	%	$	36.4	$	20.5	$	6.0		$	89.4		23.7	%

EBITDA	$	60.1					$	36.4	$	—	$	10.7		$	107.2		28.4	%
Interest expense, net		8.9						—		—		—			8.9
Income tax expense (c)		16.3						—		—		(5.5	)		21.8
Depreciation and amortization		38.7						—		20.5		—			18.2
Net (loss) income	$	(3.8	)		(1.0	)%	$	36.4	$	20.5	$	5.2		$	58.3		15.4	%
Net (loss) income per share - diluted (d)	$	(0.02	)				$	0.23	$	0.13	$	0.03		$	0.37

(a)

Cloud recurring gross margin is defined as total Cloud recurring revenue less cost of Cloud recurring revenue as a percentage of total Cloud recurring revenue. Operating profit margin and net profit margin are determined by calculating the percentage operating profit and net (loss) income are of total revenue. Please refer to the "Non-GAAP Financial Measures" section for the definitions of Adjusted Cloud recurring gross margin, Adjusted operating profit, Adjusted EBITDA margin, and Adjusted net profit margin.

(b)

(c)

Income tax effects have been calculated based on the statutory tax rates in effect in the U.S. and foreign jurisdictions during the period.

(d)

GAAP diluted net loss per share is calculated based upon 155,693,712 weighted-average shares of common stock, and Adjusted diluted net income per share is calculated based upon 158,773,022 weighted-average shares of common stock.

38 | Q3 2023 Form 10-Q

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	Three Months Ended September 30, 2022
	As reported			As reported margins (a)			Share-based compensation		Amortization		Other (b)			As adjusted (b)		As adjusted margins (a)
	(Dollars in millions, except per share data)
Cost of Cloud recurring revenue	$	64.3			72.1	%	$	3.9	$	—	$	2.3		$	58.1		74.8	%

Operating (loss) profit	$	(3.7	)		(1.2	)%	$	39.4	$	7.5	$	6.9		$	50.1		15.9	%

EBITDA	$	12.3					$	39.4	$	—	$	11.8		$	63.5		20.1	%
Interest expense, net		7.4						—		—		—			7.4
Income tax expense (c)		4.0						—		—		(6.6	)		10.6
Depreciation and amortization		21.9						—		7.5		—			14.4
Net (loss) income	$	(21.0	)		(6.7	)%	$	39.4	$	7.5	$	5.2		$	31.1		9.9	%
Net (loss) income per share - diluted (d)	$	(0.14	)				$	0.25	$	0.05	$	0.03		$	0.20

(a)

(b)

The as adjusted column is a non-GAAP financial measure, adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items including $4.5 million of foreign exchange loss, $4.3 million of severance charges, $1.4 million of restructuring consulting fees, $1.2 million related to the impact of the fair value adjustment for the DataFuzion contingent consideration, and $0.4 million related to the difference between the historical five-year average pension expense and the current period actuarially determined pension expense associated with the planned termination of the frozen U.S. pension plan and related changes in investment strategy associated with protecting the now fully funded status, along with a $6.6 million net adjustment for the effect of income taxes related to these items.

(c)

Income tax effects have been calculated based on the statutory tax rates in effect in the U.S. and foreign jurisdictions during the period.

(d)

GAAP diluted net loss per share is calculated based upon 153,184,846 weighted-average shares of common stock, and Adjusted diluted net income per share is calculated based upon 155,601,415 weighted-average shares of common stock.

39 | Q3 2023 Form 10-Q

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	Nine Months Ended September 30, 2023
	As reported		As reported margins (a)			Share-based compensation		Amortization		Other (b)			As adjusted (b)		As adjusted margins (a)
	(Dollars in millions)
Cost of Cloud recurring revenue	$	204.8		77.0	%	$	11.9	$	—	$	—		$	192.9		78.4	%

Operating profit	$	94.3		8.5	%	$	118.3	$	32.7	$	15.6		$	260.9		23.4	%

EBITDA	$	171.8				$	118.3	$	—	$	20.9		$	311.0		27.9	%
Interest expense, net		27.2					—		—		—			27.2
Income tax expense (c)		51.3					—		—		(22.7	)		74.0
Depreciation and amortization		84.1					—		32.7		—			51.4
Net income	$	9.2		0.8	%	$	118.3	$	32.7	$	(1.8	)	$	158.4		14.2	%
Net income per share - diluted (d)	$	0.06				$	0.75	$	0.21	$	(0.01	)	$	1.00

(a)

Cloud recurring gross margin is defined as total Cloud recurring revenue less cost of Cloud recurring revenue as a percentage of total Cloud recurring revenue. Operating profit margin and net profit margin are determined by calculating the percentage operating profit and net income are of total revenue. Please refer to the "Non-GAAP Financial Measures" section for the definitions of Adjusted Cloud recurring gross margin, Adjusted operating profit, Adjusted EBITDA margin, and Adjusted net profit margin.

(b)

The as adjusted column is a non-GAAP financial measure, adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items including $11.8 million related to the impact of the fair value adjustment for the DataFuzion contingent consideration, $5.3 million of foreign exchange loss, $3.4 million of restructuring consulting fees, and $0.4 million related to the net impact of the abandonment of certain leased facilities, along with a $22.7 million net adjustment for the effect of income taxes related to these items.

(c)

Income tax effects have been calculated based on the statutory tax rates in effect in the U.S. and foreign jurisdictions during the period.

(d)

GAAP and Adjusted diluted net income per share are calculated based upon 158,184,807 weighted-average shares of common stock.

40 | Q3 2023 Form 10-Q

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	Nine Months Ended September 30, 2022
	As reported			As reported margins (a)			Share-based compensation		Amortization		Other (b)			As adjusted (b)		As adjusted margins (a)
	(Dollars in millions)
Cost of Cloud recurring revenue	$	189.1			71.2	%	$	11.4	$	—	$	16.9		$	160.8		75.5	%

Operating (loss) profit	$	(29.1	)		(3.2	)%	$	113.8	$	22.9	$	36.9		$	144.5		15.9	%

EBITDA	$	23.9					$	113.8	$	—	$	45.0		$	182.7		20.1	%
Interest expense, net		19.9						—		—		—			19.9
Income tax expense (c)		7.8						—		—		(28.9	)		36.7
Depreciation and amortization		64.4						—		22.9		—			41.5
Net (loss) income	$	(68.2	)		(7.5	)%	$	113.8	$	22.9	$	16.1		$	84.6		9.3	%
Net (loss) income per share - diluted (d)	$	(0.45	)				$	0.73	$	0.15	$	0.10		$	0.54

(a)

(b)

The as adjusted column is a non-GAAP financial measure, adjusted to exclude share-based compensation expense and related employer taxes, amortization of acquisition-related intangible assets, and certain other items including $28.6 million of severance charges, $7.3 million of foreign exchange loss, $5.1 million of restructuring consulting fees, $3.2 million related to the impact of the fair value adjustment for the DataFuzion contingent consideration, $1.1 million related to the difference between the historical five-year average pension expense and the current period actuarially determined pension expense associated with the planned termination of the frozen U.S. pension plan and related changes in investment strategy associated with protecting the now fully funded status, and $0.3 million related to the net impact of the abandonment of certain leased facilities, along with a $28.9 million net adjustment for the effect of income taxes related to these items.

(c)

Income tax effects have been calculated based on the statutory tax rates in effect in the U.S. and foreign jurisdictions during the period.

(d)

GAAP diluted net loss per share is calculated based upon 152,691,008 weighted-average shares of common stock, and Adjusted diluted net income per share is calculated based upon 155,506,326 weighted-average shares of common stock.

41 | Q3 2023 Form 10-Q ITEM 3.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks related to foreign currency exchange rates, interest rates, and pension obligations. We seek to minimize or to manage these market risks through normal operating and financing activities. These market risks may be amplified by events and factors surrounding global events. We do not trade or use instruments with the objective of earning financial gains on market fluctuations, nor do we use instruments where there are not underlying exposures.

Foreign Currency Risk. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Canadian Dollar. Our exposure to foreign currency exchange rates has historically been partially hedged as our foreign currency denominated inflows create a natural hedge against our foreign currency denominated expenses. Accordingly, our results of operations and cash flows were not materially affected by fluctuation in foreign currency exchange rates, and we believe that a hypothetical 10% change in foreign currency exchange rates or an inability to access foreign funds would not materially affect our ability to meet our operational needs or result in a material foreign currency loss in the future. Due to the relative size of our international operations to date, we have not instituted an active hedging program. We expect our international operations to continue to grow in the near term, and we are monitoring the foreign currency exposure to determine if we should begin a hedging program.

Interest Rate Risk. Our operating results and financial condition are subject to fluctuations due to changes in interest rates, primarily in relation to: (1) our customer funds market valuation and float revenue derived therefrom, (2) our debt and the interest paid on such, and (3) our cash and equivalents and the interest income earned on these balances. Collectively, we do not believe that a change in interest rates of 100 basis points would have a material effect on our operating results or financial condition.

In certain jurisdictions, we collect funds for payment of payroll and taxes; temporarily hold such funds in segregated accounts until payment is due; remit the funds to the customers’ employees and appropriate taxing authority; file federal, state and local tax returns; and handle related regulatory correspondence and amendments. We invest the customer funds in high- quality bank deposits, money market mutual funds, commercial paper or collateralized short-term investments. We may also invest these funds in government securities, as well as highly rated asset-backed, mortgage-backed, corporate, and bank securities.

We have exposure to risks associated with changes in laws and regulations that may affect customer fund balances. For example, a change in regulations, either reducing the amount of taxes to be withheld or allowing less time to remit taxes to government authorities, would reduce our average customer fund balances and float revenue. Based on current market conditions, portfolio composition and investment practices, a 100 basis point decrease in market investment rates would result in approximately $25 million decrease in float revenue over the ensuing twelve month period. There are no incremental costs of revenue associated with changes in float revenue.

We pay floating rates of interest on our Term Debt and Revolving Credit Facility. The interest paid on these borrowings will fluctuate up or down in relation to changes in market interest rates. A 100 basis point decrease in the applicable reference rates would result in approximately $6 million decrease in our interest expense over the ensuring twelve-month period. Please refer to Note 7, "Debt" for additional information.

We do not enter into investments for trading or speculative purposes. Our cash equivalents and our portfolio of marketable securities are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectation due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates.

However, because we classify our securities as “available for sale,” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be unrecoverable. Fluctuations in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income, and are realized only if we sell the underlying securities. Please refer to Note 4, "Customer Funds" for additional information.

42 | Q3 2023 Form 10-Q Pension Obligation Risk.

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We provide a pension plan for certain current and former U.S. employees that closed to new participants on January 2, 1995. In 2007, the U.S. pension plan was amended (1) to exclude from further participation any participant or former participant who was not employed by us or another participating employer on January 1, 2008, (2) to discontinue participant contributions, and (3) to freeze the accrual of additional benefits as of December 31, 2007. In applying relevant accounting policies, we have made critical estimates related to actuarial assumptions, including assumptions of expected returns on plan assets, discount rates, and health care cost trends. The cost of pension benefits in future periods will depend on actual returns on plan assets, assumptions for future periods, contributions, and benefit experience. The effective discount rate used in accounting for pension and other benefit obligations in 2022 ranged from 4.72% to 4.84%. The expected rate of return on plan assets for qualified pension benefits in 2023 is 5.20%.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of September 30, 2023, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. We have in place and are executing a remediation plan to address the material weaknesses described below.

As discussed in our Annual Report on Form 10-K/A, we identified a material weakness in our internal control over financial reporting as we have determined that our control was not operating effectively to assess the proper presentation of cash and cash equivalents for our Canada customer funds for financial reporting purposes, including the corresponding customer funds and customer funds obligations and related statements of cash flows presentation as of December 31, 2022, which continues to exist as of September 30, 2023. This material weakness was the result of the control operator not appropriately detecting and correcting the error, as a result of insufficient training.

Further, while reassessing the effectiveness of the Company’s internal control over financial reporting, management identified, in the aggregate, a material weakness related to controls over certain Professional Services and Powerpay revenue accounts as of December 31, 2022, which continues to exist as of September 30, 2023, resulting from an ineffective risk assessment process to properly design and implement controls over (1) certain process level activities related to Powerpay revenue, and (2) information technology access pertaining to a system implemented in September 2022 that adversely impacted the accuracy and completeness of information that is used to measure a component of its Professional Services revenue.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In light of the material weaknesses, management performed additional analyses and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP").

Management’s Plan to Remediate the Identified Material Weaknesses

With regard to the Canada Trust Material Weakness, the Company has implemented an additional control and training to ensure proper classification and presentation of cash and cash equivalents for its Canada customer funds.

In addition, we have enhanced our revenue risk assessment process and information technology general controls to prevent misstatements in Professional Services revenue accounts. We will also implement additional controls to prevent misstatements in Powerpay revenue accounts. We anticipate that the two material weaknesses will be fully remediated before December 31, 2023, but the material weaknesses cannot be considered fully remediated until the improved controls

43 | Q3 2023 Form 10-Q have been in place and operate for a sufficient period of time to enable management to test and to conclude on the operating effectiveness of the controls.

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Changes in Internal Control over Financial Reporting

With the exception of the controls implemented in response to the material weaknesses identified above, there were no changes to our internal control over financial reporting during the three months ended September 30, 2023 that have materially affected, or that are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

44 | Q3 2023 Form 10-Q Some of these matters raise difficult and complex factual and legal issues and are subject to many uncertainties, including the facts and circumstances of each particular action, and the jurisdiction, forum, and law under which each action is proceeding. Because of these complexities, final disposition of some of these proceedings may not occur for several years. As such, we are not always able to estimate the amount of our possible future liabilities, if any. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or taken together have a material adverse effect on our business, financial condition or liquidity.

Refer to Part I, Item 3. "Legal Proceedings" of our 2022 Form 10-K, Part II, Item 1. "Legal Proceedings" of our Form 10-Q for the fiscal quarter ended March 31, 2023, and Part II, Item 1. "Legal Proceedings" of our Form 10-Q for the fiscal quarter ended June 30, 2023 for a prior discussion of our legal proceedings.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, such as Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations", the reader should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors” in our 2022 Form 10-K. There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. of our 2022 Form 10-K, with the exception of the item listed below, related to our internal control over financial reporting.

We have identified material weaknesses in our internal control over financial reporting and may identify material weaknesses in the future or otherwise fail to establish and maintain effective internal control over financial reporting, which could have a material adverse effect on our business, financial condition, and results of operations.

As a public company, we are required to design and maintain proper and effective internal control over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act of 2002, as amended, requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on the internal control over financial reporting, which must be attested to by our independent registered public accounting firm. Our independent registered public accounting firm may need to issue an adverse report if there is a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. When evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate prior to the date of our annual management report.

We recently identified material weaknesses in our internal control over financial reporting. For further discussion of the material weaknesses, see Part I, Item 4, Controls and Procedures.

We have commenced measures to remediate the identified material weaknesses, and anticipate that the material weaknesses will be fully remediated before December 31, 2023. Until the material weaknesses are remediated, we will continue to perform additional analyses and other post-closing procedures to ensure that our consolidated financial statements are prepared in accordance with U.S. GAAP. The material weaknesses cannot be considered remediated until the newly designed control activities operate for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. We can give no assurance that the measures we are taking and plan to take in the future will remediate the material weaknesses identified, or that any additional material weaknesses or restatements of financial results will not arise in the future. In addition, even if we are successful in strengthening our internal control over financial reporting, in the future those controls may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.

45 | Q3 2023 Form 10-Q Any failure to maintain effective internal control over financial reporting could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis.

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If our financial statements are inaccurate, investors may not have a complete understanding of our operations and we could face the risk of stockholder litigation. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchanges on which our common stock is listed, the Securities and Exchange Commission or other regulatory authorities. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our consolidated financial statements, which could have a material adverse effect on our business, financial condition, and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements

On September 19, 2023, Christopher Armstrong, Executive Vice President, Chief Operating Officer of the Company, adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408 (the “Armstrong Plan”). The Armstrong Plan provides for the potential sale of up to 143,336 shares of the Company’s common stock, subject to certain conditions, from March 22, 2024 through September 13, 2024. The entry into the Armstrong Plan was effected within the Company’s open trading window periods and was done in compliance with the Company’s insider trading policy.

Other than the aforementioned, during the fiscal quarter ended September 30, 2023, none of the Company’s directors or officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

46 | Q3 2023 Form 10-Q The following exhibits are filed or furnished as a part of this report:

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ITEM 6. EXHIBITS

(a) Exhibits

47 | Q3 2023 Form 10-Q

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Exhibit No.		Description

3.1		Fourth Amended and Restated Certificate of Incorporation of Ceridian HCM Holding Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by the Company on May 5, 2021).

3.2		Third Amended and Restated Bylaws of Ceridian HCM Holding Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on March 1, 2023).

4.1		Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q filed by the Company on May 24, 2018).

4.2		Registration Rights Agreement, dated April 30, 2018, by and among Ceridian HCM Holding Inc. and the other parties thereto (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q filed by the Company on May 24, 2018).

4.3		Indenture, dated as of March 5, 2021, between Ceridian HCM Holding Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on March 5, 2021).

4.4		Form of 0.25% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on March 5, 2021).

10.1		Third Amendment to Credit Agreement, dated as of August 1, 2023, between Ceridian HCM Holding Inc., as borrowers, the lenders party thereto, Deutsche Bank AG New York Branch (as administrative agent and collateral agent) (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by the Company on August 2, 2023).

10.2^*+		Sales Incentive Plan for Sam Alkharrat, effective July 1, 2023 (redacted).

10.3^*		Form of Restricted Stock Unit Award Agreement.

10.4^*		Form of Restricted Stock Unit Award Agreement (for Canadian executive awards).

10.5^*		Form of Performance Stock Unit Award Agreement.

10.6^*		Form of Performance Stock Unit Award Agreement (for Canadian executive awards).

31.1^		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2^		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1#		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2#		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS^		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH^		Inline XBRL Taxonomy Extension Schema Document.

101.CAL^		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF^		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB^		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE^		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104^		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Management compensatory plan or arrangement.

^ Filed herewith.

+ Confidential portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

48 | Q3 2023 Form 10-Q # In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos.

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33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

49 | Q3 2023 Form 10-Q Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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SIGNATURES


	CERIDIAN HCM HOLDING INC.

Date: November 13, 2023	By:	/s/ David D. Ossip
		Name:	David D. Ossip
		Title:	Chief Executive Officer
			(Principal Executive Officer)

Date: November 13, 2023	By:	/s/ Noémie C. Heuland
		Name:	Noémie C. Heuland
		Title:	Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

50 | Q3 2023 Form 10-Q *Certain confidential portions of this exhibit have been omitted and replaced with “[***]” pursuant to Regulation S-K, Item 601(b)(10).

EX-10.2 2 cday-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

Such identified information has been excluded from this exhibit because it is (i) not material, and (ii) the type of information that the registrant treats as private and confidential.

Plan Summary

Sam Alkharrat


Region:	Americas
Title:	Chief Revenue Officer
Payment Currency:	USD
Prorated Target Incentives:	255,205.00 USD
Manager:	Stephen Holdridge
SIP Currency:	USD
Target Incentives:	450,000.00 USD


Quota	Year
Sales PEPM ACV	[***] USD

Plan Objective

The purpose of a Sales Incentive Plan is to reward participants for delivering high-margin SaaS revenue through relationships with new clients and expanding relationships with our existing customers, while striving to exceed both Ceridian and personal goals and objectives.

Quota

Quota Type: Rollup

Quota is set by sales management based on account and territory assignment, segment and market assignment, and business objectives. Quota will retire based on the Closed Won and booked value of Salesforce Opportunities that are credited to the employee. Attainment of Quota will occur at the time of sale (unless otherwise stated above) but will be reduced by Quota elements that cancel in the current year or are otherwise not "earned" as defined by the Global Sales Policy. The currency used to calculate quota attainment and variable incentives is based on the currency where the employee resides, not the currency of the sale itself. Quota attainment will influence the commission rate and potential accelerator(s), if eligible. Quota may be prorated pending an employee's start date in the eligible role or otherwise when the employee is Active. Please refer to the Global Sales Policy for more information related to quota crediting and rules of engagement.


Period		Sales PEPM ACV (USD)
YEAR- 2023		[***]
QTR- 1- 2023		0
JAN- 2023		0
FEB- 2023		0
MAR- 2023		0
QTR-2- 2023		0
APR- 2023		0
MAY- 2023		0
JUN- 2023		0
QTR-3- 2023		[***]
JUL- 2023		[***]
AUG- 2023		[***]
SEP- 2023		[***]
QTR- 4- 2023		[***]
OCT- 2023		[***]
NOV-2023		[***]
DEC-2023		[***]

Sales PEPM ACV Attainment Component (100%)

Payout Frequency:

Annual

Quota Criteria:

Sales PEPM ACV

Payout Determinations:

The employee will receive the Target Incentive Multipliers shown below based on quota achievement during the year. The Quota Attainment Incentive Multiplier is determined based on the cumulative annual attainment achieved within each Quota Attainment Range and will be paid at the Effective Target Incentive Multiplier as detailed in the chart below.

Sales PEPM ACV Quota Attainment Range Rate

up to 100 % [***]%

100.01 % - 104.99 % [***]%

105.00 % - 109.99 % [***]%

110.00 % - 114.99 % [***]%

115.00 % + [***]%

Note:

All quotas and Target Incentives are in USD and will be converted to local currency for commission payment. Business deals closed prior to 2023, Incentive will be paid in accordance with the provisions of the 2022 Global Sales Policy, 2022 Terms and Conditions and your 2022 SIP. Spiffs are not included as part of the Sales Incentive Plan AND rather ARE SEPARATE incentivized plans which may be offered/amended/retracted in Ceridian’s sole discretion. The actual Incentive payout is subject to the Global Sales Policy, your individual SIP and the applicable Terms and Conditions and will be communicated via an Incentive Plan Statement.

Opportunity/Sales Type Defined

(1) Existing Powerpay customer migrating to Powerpay platform or Insync customer to Insync platforms are paid on Net Value.

(2) Any bundle change or add on swap will be paid out based on the net PEPM awarded on all prior contracted DF modules, regardless of which modules are live.

Product Category Defined

Terms Defined

Incentive Rate Adjustments:

•

Third party referrals will be paid based on the employee's on target quota incentive rate. Incentive rate will be applied to 12 months of revenue share from the 3rd party if in eligible role.

Quota Attainment:

•

Attainment of Quota will occur at the time of sale (unless otherwise stated above) but will be reduced by Quota elements that cancel in the current year or are otherwise not "earned" as defined by the Global Sales Policy.

•

The currency used to calculate quota attainment and variable incentives is based on the currency where the employee resides, not the currency in which the deal was sold in.

Current Year Cancels:

•

Defined as a deal contract line item that was sold in 2023 and subsequently cancels in 2023, prior to earning.

•

Deal cancellations sold in the current year will be recovered at the employee's incentive rate in effect at the time of the sale. Quota attainment will also be reduced to account for the cancellation.

Prior Year Cancels:

•

Defined as a deal contract line item that was sold in a prior year and cancels, prior to earning.

•

The recovered amount will be based on the rate that was paid to the employee at the time of the sale.

Realization Adjustments:

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Ceridian reserves the right to withhold, reduce or recover variable incentive paid, but not yet earned, based on billing realization.

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While incentive compensation is paid based on the detail in each individual’s Sales Incentive Plan document, certain elements are considered an advance until they are earned as more specifically defined in the Global Sales Policy.

•

For the Quota Attainment Incentive Plan Component, the incentive payments will be earned at the one-year anniversary of the first billing event for the respective product category. All other incentive plan elements, such as Retention are earned at the time of payment.

Payment Timing:

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100% of incentive payment will usually be paid in the month after the order is booked using the following formula: Booked Quota Attainment x Effective Incentive Rate. This is considered an advance until earned, as defined in the 2023 Global Sales Policy.

•

Any opportunities and/or contracts equal to or more than $[***]USD PEPM ACV will be subject to 'Mega Deal' payment guidelines and reviewed for compensation purposes. For opportunities and/or contracts that meet this criterion, the crediting and payments for Account Executives are as follows: Full quota credit will be applied when the ACV is booked and included for President's Circle for all performance reporting in that year/quarter; the first [***]% of the commission will be paid based on standard payment schedule; the remaining [***]% will be paid at the 12 month anniversary of the contract date. In order to be compensated on the remaining [***]%, the expectation is that the Account Executive performs post-closing duties, including but not limited to: remaining active and engaged with the customer including proper project governance is in place; collaborating across internal functions to support the customer; ensuring active Account Plan in place.

•

For opportunities with PEPM at Provisioning contracting terms, (excluding those that qualify as Mega Delas as defined in the Global Sales Policies Section 6.6) if the Subscription Start date is NOT at least 60 days prior to go-live (60 day is the assumed start of the parallel testing), the commissions and quota credit will be applied as below*:

Full quota credit will be applied on the effective date of the deal and included for President's Circle and all performance reporting in that year/quarter.

First [***]% of the commission will be paid based on booking.

Remaining [***]% will be paid on Subscription Start Date.

Currency Exchange Rate

Below are the currency exchange rates that will be used when converting PEPM booked. PEPM is booked in USD and converted to the employee's country based on the rates from this table.

Currency Exchange Rates:

Payment Schedule

2023 Commission Pay Date

Global Sales Policy

2023 Global Sales Policy

Sales Incentive Plan Terms and Conditions

Ceridian HCM Holding Inc. and its direct or indirect subsidiaries (collectively, “Ceridian HCM”) has established its 2023 Sales Incentive Plan, consisting of (1) these Terms and Conditions, (2) the accompanying personalized Employee 2023 Sales Incentive Compensation Plan document (the “IP Terms”), and (3) the Ceridian Global Sales Policy (the “Sales Policy”), all as amended from time to time, all of which are incorporated by reference and all which together constitute the 2023 Sales Incentive Plan (collectively, the "Plan"). The Plan sets forth the terms and conditions under which the employee named in the IP Terms (the “Employee”) could receive incentive payments from Ceridian HCM, subject to several criteria being met. The Plan is effective from January 1, 2023, through December 31, 2023, and replaces any sales incentive compensation plan between the Employee and Ceridian HCM, whether or not previously signed. In accordance with applicable law, the Plan supersedes and replaces all prior verbal or written communications, promises, or other representations relating to any incentive, variable or other similar contingency-based compensation.

In order to receive the incentive outlined in the Plan, Ceridian HCM must receive the Employee's acceptance of the Plan. By accepting the Plan, the Employee acknowledges that the Employee has carefully read and understood the Plan (including, without limitation, these Terms and Conditions, the Employee’s IP Terms and the Sales Policy) and accepts and agrees to all of such terms.

The Plan is not a guarantee of future or continued employment and merely sets forth the terms and conditions applicable to the component of the Employee’s compensation commonly referred to as variable or incentive compensation ("IP"). Nothing in the Plan changes the Employee’s base/fixed salary or any other term or condition governing Ceridian HCM’s relationship with the Employee, which will continue to be governed by local regulations, laws, employment agreements/terms of engagement, internal policies/work rules, as applicable.

The Plan is considered to be proprietary information of Ceridian HCM and is deemed confidential.

GENERAL TERMS AND CONDITIONS

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The Employee's potential IP is outlined in the accompanying personalized IP Terms. The Employee agrees and understands that the IP is not a guaranteed payment and that receipt of payment under the Plan is contingent on meeting the established criteria for the applicable time period as set forth in the Plan. The Employee's base/fixed salary (together with any provisions to which the Employee is entitled under the general terms of his/her employment with Ceridian HCM) shall be considered full and exclusive compensation payable by Ceridian HCM for any services performed by Employee.

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No change to the IP Terms, nor any other arrangement or agreement with respect to variable, incentive, conditional or similar compensation or bonuses payable to the Employee is effective unless authorized in writing by Ceridian HCM’s most senior sales leader (the Chief Revenue Officer or equivalent).

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Even if all criteria for the payment of the IP are met, Ceridian HCM may at any time, adjust, discontinue, or decide not to pay the IP where, in the sole and absolute discretion of Ceridian HCM, business conditions are such that it is necessary not to make such changes or terminate the Plan, as applicable. Ceridian HCM will inform Employees of those changes as soon as reasonably possible.

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In accordance with applicable law, Ceridian HCM reserves the right to withhold, reduce or recover as an off-set, any IP payments which Ceridian HCM determines, in its sole and absolute discretion, not to be owing and/or properly paid or payable under the terms of the Plan, including without limitation, the following: (1) an overpayment, whether made by error, resulting from an audit of Annual Contract Value (“ACV”) to realized revenue, or otherwise; (2) situations where the Employee, Sales Leader or other Ceridian HCM Employee involved in a sale has misrepresented details of the products sold to the customer or caused the customer to purchase products that were not required and/or later returned; (3) the Employee's failure to return to Ceridian HCM all computers, software, documents received or generated by Ceridian HCM or the Employee during the Employee's employment, other Ceridian HCM property of any nature or kind; (4) a breach by the Employee of any other material term of his/her/their general agreement of employment with Ceridian HCM, including without limitation a breach of Ceridian HCM’s Code of Conduct; or (5) failure by the Employee to meet any of the terms and conditions of the IP Terms and/or the Sales Policy.

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The determination of IP payments owing under the Plan shall be made by Ceridian HCM’s executive management team, which may be based on input from a committee established by Ceridian HCM to review issues relating to IP Terms or the Plan (the “Sales Compensation Committee”), which Sales Compensation Committee may or may not be comprised of employees and/or management of Ceridian HCM. Any payment issues or discrepancies will be resolved and approved by the Sales Compensation Committee without further avenue of appeal.

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Unless otherwise prohibited by country-specific employment law: (1) if the Employee is located in the United States, the laws of the State of Minnesota, U.S.A. govern this Plan (without regard to conflict of law principles), and any dispute regarding the Plan will be exclusively venued in Minnesota State District Court; and (2) if the Employee is located in Canada, the laws of the Province of Ontario, Canada govern this Plan (without regard to conflict of law principles), and any dispute regarding the Plan will be exclusively venued in the Superior Court of Ontario. (3) if the Employee is located in Australia, New Zealand, Germany, India, Singapore, China, Malaysia, Thailand, Vietnam, Mexico, Japan, Germany or Philippines this plan is governed by the law applicable in the state or territory in which the employee is located and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of that state or territory. (4) if the Employee is located in the United Kingdom, Scots law governs this Plan (without regard to conflict of law principles), and the Scottish courts will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Plan or its subject matter or formation (including non-contractual disputes or claims) (5) if the Employee is located elsewhere the laws of the country/state and /or province governing his/her employment agreement with Ceridian will govern the terms of this Plan.

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IP payments are based on work performed from January 1, 2023, through December 31, 2023.

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In accordance with applicable law, the Employee is eligible for IP payments as calculated through his/her/their last day of employment with Ceridian HCM in an eligible role. If the Employee is absent from work on an approved leave but still considered an active Ceridian HCM employee (including without limitation, under any Ceridian HCM policy with respect to short term/long term disability, sickness, family/parental leave, or similar policy or applicable law), Ceridian HCM will be entitled to pro rate the amount of the IP payment to reflect such period of absence in accordance with Ceridian Sales Leave of Absence policy in place from time to time.

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If the IP criteria are met for an applicable time period, the corresponding eligible incentive amount will be paid (less applicable taxes) according to the payment timing described in the IP Terms.

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The target incentive amount reflected in the IP Terms is representative as of January 1, 2023. Any change to this target amount or change in Employee’s full-time employment throughout the fiscal year will be prorated and included in any payment calculation.

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No delay or indulgence by Ceridian HCM at any time to enforce any of the provisions of the Plan, or any right with respect thereto shall be construed as a waiver of such provision or right, nor shall it prejudice or restrict the rights of Ceridian HCM. Any waiver of Ceridian HCM’s rights will not operate as a waiver of any subsequent breach.

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The Plan may be signed in counterparts, including by way of facsimile or .pdf transmission, or by electronic signature or electronic acceptance or confirmation, with the same effect as if both parties had signed the same document. A facsimile, pdf or electronic copy or acceptance shall be considered prima facie evidence of the information contained therein.

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The Parties have expressly requested that the Plan be drawn up in the English language. Les parties aux présentes ont expressément requis que cette convention soit rédigée en anglais.

SIGNATURE ("Consent")

Ceridian HCM has approved and authorized the Plan, including these terms and conditions, the personalized Employee 2023 Sales Incentive Compensation Plan document and the Ceridian Global Sales Policy, which authorization includes applicable required executions. I hereby acknowledge having read and understood all terms of the Plan (including without limitation, these terms and conditions, my personalized Employee 2023 Sales Incentive Compensation Plan document and the Ceridian Global Sales Policy), all of which form an integral part of the Plan, such acknowledgement being conclusively evidenced by my electronic signature. I further acknowledge and agree that this Plan may be signed by me electronically. By electronically signing the Plan, I further agree that:

Ceridian HCM may provide me the Plan in electronic form via email, Ceridian HCM secure portals or Sharepoint sites, or other electronic means, in lieu of any paper copies.

I will have an opportunity before signing the Plan, to review my personalized Employee 2023 Sales Incentive Compensation Plan document and the Ceridian Global Sales Policy and retain printed copies for my personal records.

When I sign the Plan electronically, my electronic signature will be binding.

Modalités du programme incitatif de rémunération des ventes pour 2023.

Ceridian HCM Holding Inc., de même que ses filiales directes et indirectes (collectivement, « Ceridian HCM »), a établi son Programme incitatif de rémunération des ventes pour 2023, lequel consiste en ce qui suit : 1) les présentes modalités; 2) le document personnalisé du Programme incitatif de rémunération des ventes de 2023 de l’employé (les « Conditions du programme »); 3) la Politique mondiale des ventes de Ceridian (la « Politique des ventes »), avec toutes leurs modifications successives, le tout incorporé par renvoi et constituant le Programme incitatif de rémunération des ventes pour 2023 (collectivement, le « Programme »). Le Programme établit les différentes modalités selon lesquelles l’employé visé par les Conditions du programme (l’« employé ») pourrait recevoir une prime de rendement de Ceridian HCM s’il remplit uncertain nombre de critères. Le Programme est en vigueur du 1er janvier au 31 décembre 2023 et remplace tout autre programme incitatif de rémunération des ventes offert par Ceridian HCM à l’employé, signé ou non. Conformément aux lois applicables, le Programme annule et remplace toute communication, promesse ou autre déclaration verbale ou écrite antérieure relative à toute rémunération incitative, variable ou conditionnelle.

Afin de recevoir la prime prévue par le Programme, l’employé doit signifier à Ceridian HCM qu’il accepte le Programme. Ce faisant, l’employé reconnaît qu’il a lu attentivement le Programme et qu’il le comprend (y compris les conditions générales, les Conditions du programme, ainsi que la Politique des ventes), et qu’il en accepte toutes les dispositions.

Le Programme ne garantit pas l’emploi actuel ou futur de l’employé, mais établit seulement les conditions qui s’appliquent à la partie de sa rémunération que l’on appelle communément la rémunération variable ou la prime de rendement (« prime de rendement »). Le Programme n’a pas pour effet de modifier le salaire de base ou fixe de l’employé, ni aucune autre condition touchant sa relation avec Ceridian HCM, qui continue d’être soumise aux lois et règlements applicables dans son lieu de travail ainsi qu’à tout contrat de travail écrit, le cas échéant. Le Programme contient de l’information exclusive à Ceridian HCM et est considéré comme confidentiel entre l’employé et Ceridian HCM, bien que l’employé soit autorisé à en divulguer au besoin les conditions à son conseiller financier ou à autre professionnel similaire, à la condition de l’aviser de la nature confidentielle du Programme.

CONDITIONS GÉNÉRALES

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Le montant de la prime de rendement potentielle de l’employé est indiqué dans les Conditions du programme personnalisé de l’employé. Celui-ci reconnaît et accepte que la prime de rendement n’est pas un paiement garanti et que pour la recevoir, il doit remplir les conditions fixées durant la période applicable établie dans le Programme. Le salaire de base ou fixe de l’employé (ainsi que tout autre avantage auquel il a droit en vertu de ses conditions de travail générales à Ceridian HCM) sera considéré comme étant la rémunération complète et exclusive que Ceridian HCM doit lui verser pour l’ensemble des services qu’il rend.

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Aucune modification aux Conditions du programme, ni aucune entente relative à une rémunération variable, incitative, conditionnelle ou fondée sur le rendement payable à l’employé n’a d’effet à moins d’être autorisées par écrit par le chef des ventes de Ceridian HCM ayant le plus d’ancienneté (le chef de l’optimisation des revenus ou équivalent).

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Même si toutes les conditions requises pour le versement de la prime de rendement sont remplies, Ceridian HCM peut en tout temps modifier, cesser de verser ou décider de ne pas verser la prime de rendement lorsqu’elle juge, à son gré exclusif, que les conditions du marché sont telles qu’il soit nécessaire d’apporter ces modifications ou de mettre fin au Programme, le cas échéant. Ceridian HCM s’engage à informer les employés de ces changements dans les meilleurs délais.

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Conformément aux lois applicables, Ceridian HCM se réserve le droit de retenir, de réduire ou de recouvrer à titre compensatoire tout versement de prime de rendement qu’elle juge, à son gré exclusif, ne pas être due, payable ou dûment versée aux termes du Programme, y compris sans restriction ce qui suit : 1) tout montant versé en trop, qu’il s’agisse d’une erreur, du résultat d’un audit de la valeur des commandes clients par rapport au gain réalisé ou autre; 2) une situation où l’employé, le chef des ventes ou un autre employé de Ceridian HCM en cause dans une vente a mal expliqué les détails relatifs à un produit vendu au client ou fait en sorte que celui-ci achète un produit non requis ou retourné par la suite; 3) l’employé a omis de rendre à Ceridian HCM le matériel informatique, les logiciels ou les documents qu’il a reçus ou provenant de Ceridian HCM ou de l’employé alors qu’il était à son service, ou tout autre bien de quelque nature appartenant à Ceridian HCM; 4) l’employé a violé une disposition importante de son contrat de travail général avec Ceridian HCM, y compris tout manquement au Code de conduite de Ceridian HCM; 5) l’employé n’a pas respecté les conditions du Programme ou la Politique des ventes.

•

Les montants de prime de rendement devant être versés aux termes du Programme seront déterminés par l’équipe de direction de Ceridian HCM, qui pourra s’appuyer sur les recommandations d’un comité mis sur pied pour examiner les questions relatives aux Conditions du programme ou au Programme (le « Comité de rémunération des ventes »), lequel peut comprendre ou ne pas comprendre des employés ou des membres de la direction de Ceridian HCM. Tout conflit ou différend relatif aux paiements sera résolu et approuvé par le Comité de rémunération des ventes sans aucune autre voie de recours.

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Sauf si le droit du travail du pays l’interdit, le Programme sera régi : 1) par les lois de l’État du Minnesota (États-Unis), et tout différend touchant le Programme relèvera exclusivement de la compétence de la Cour de District de l’État du Minnesota, dans le cas des employés se trouvant aux États-Unis; 2) par les lois de la province de l’Ontario (Canada), et tout différend touchant le Programme relèvera exclusivement de la compétence de la Cour supérieure de l’Ontario, dans le cas des employés se trouvant au Canada. 3) si l’employé se trouve en Australie, en Nouvelle-Zélande, en Allemagne, en Inde, en Chine, en Malaisie, ou aux Philippines, la loi applicable de l’État ou du territoire dans lequel l’employé se trouve régira le Programme et les parties se soumettront irrévocablement et inconditionnellement à la compétence exclusive des tribunaux de cet État ou ce territoire. 4) si l’employé se trouve au Royaume-Uni, le droit écossais régira le Programme.

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(sans égard aux principes de conflit de lois), et le règlement de litiges ou de réclamations découlant du Programme, de son objet ou de sa formation, ou y étant lié (y compris les litiges ou les réclamations de nature non contractuelle) relèvera exclusivement de la compétence des tribunaux écossais; 5) si l’employé se trouve ailleurs, les lois du pays, de l’État ou de la province s’appliquant à son contrat de travail régiront les conditions du Programme.

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Les versements de primes de rendement sont fondés sur le travail effectué entre le 1er janvier et le 31 décembre 2023.

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Conformément aux lois applicables, l’employé est admissible à un versement de prime de rendement calculé en date de son dernier jour de travail ouvrant droit à la prime de rendement à Ceridian HCM. Si l’employé est absent du travail en raison d’un congé autorisé, mais qu’il est toujours considéré comme un employé actif de Ceridian HCM (y compris sans restriction en vertu de toute politique de Ceridian HCM touchant les congés d’invalidité de courte durée ou de longue durée, les congés de maladie, les congés familiaux ou parentaux ou autre politique similaire ou loi applicable), Ceridian HCM pourra calculer le montant de la prime de rendement au prorata des jours travaillés pour tenir compte de cette période d’absence conformément à la politique des ventes de Ceridian relative aux congés établie.

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Si les conditions requises pour recevoir la prime de rendement sont remplies pour la période visée, le montant de la prime correspondante sera versé (moins les impôts applicables) conformément aux modalités de paiement des Conditions du programme.

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Le montant cible de la prime indiqué dans les Conditions du programme est représentatif en date du 1er janvier 2023. Toute modification de ce montant ou tout changement touchant l’affectation à plein temps de l’employé pendant l’exercice sera calculé au prorata et inclus dans le calcul du montant à verser.

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Aucun retard ou laxisme de l’une ou l’autre des parties à tout moment dans l’application de toute disposition de l’Entente ou d’un droit à l’égard de celle-ci ne sera interprété comme une renonciation à cette disposition ou à ce droit et il ne portera pas préjudice à cette partie ni ne restreindra ses droits. Aucune renonciation de la part de Ceridian HCM à intervenir dans le cas d’une violation de ses droits ne constituera une telle renonciation dans le cas d’une violation subséquente.

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Le document du Programme peut être signé en plusieurs copies, y compris les télécopies ou les fichiers PDF, ou par signature électronique ou accusé de réception électronique, avec le même effet que si les deux parties avaient signé le même document. Les télécopies, fichiers PDF ou accusés de réception électroniques sont considérés comme étant une preuve prima facie de l’information qui s’y trouve.

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The Parties have expressly requested that the Plan be drawn up in the English language. Les parties aux présentes ont expressément requis que cette convention soit rédigée en anglais.

SIGNATURE (« Consentement »)

Ceridian HCM a approuvé et autorisé le Programme, y compris les présentes modalités, le document personnalisé du Programme incitatif de rémunération des ventes de 2023 de l’employé et la Politique mondiale des ventes de Ceridian, laquelle autorisation inclut les signatures applicables requises. Je reconnais par les présentes avoir lu et compris toutes les conditions du Programme (y compris sans restriction les présentes modalités, mon document personnalisé du Programme incitatif de rémunération des ventes de 2023 de l’employé ainsi que la Politique mondiale des ventes de Ceridian), le tout faisant partie intégrante du Programme, cette reconnaissance étant attestée par ma signature électronique. Je reconnais et conviens également que je peux signer la présente convention par une signature électronique. Ce faisant, je conviens également que :

Ceridian HCM peut me transmettre le document du Programme sous forme électronique par courriel, par le portail sécurisé de Ceridian HCM ou par le site SharePoint, ou par tout autre moyen électronique, plutôt que par copie papier.

Avant de souscrire au Programme, j’aurai la possibilité d’examiner mon document personnalisé du Programme incitatif de rémunération des ventes de 2023 de l’employé ainsi que la Politique mondiale des ventes de Ceridian et d’en conserver des copies imprimées pour mes dossiers personnels.

Ma signature électronique aura force exécutoire.

Signature

Approval by: Manager & Person

/s/ Stephen Holdridge

Name: Stephen Holdridge

Title: President, Customer and Revenue Operations

/s/ Sam Alkharrat

Name: Sam Alkharrat

Title: Chief Revenue Officer

EX-10.3 3 cday-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Restricted Stock Unit Award Agreement
Voidable if Not Electronically Signed
La version française de ce message suit la version anglaise

Employee Name/Nom de l’employé: %%FIRST_NAME%-% %%LAST_NAME%-%

Employee ID No./ Matricule: %%EMPLOYEE_IDENTIFIER%-%

Grant Date/ Date d’attribution: %%OPTION_DATE,'Month DD, YYYY'%-%

Number of Restricted Stock Units/Nombre d'unités d'actions temporairement incessibles: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%

This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and the above-named participant (the “Participant”), effective as of the above-designated grant date (the “Grant Date”).

RECITALS

WHEREAS, the Company has adopted the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to those terms in the Plan; and

WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant that will provide the Participant the opportunity to acquire shares of Common Stock (“Shares”) upon the settlement of stock units on the terms and conditions set forth in the Plan and this Agreement (“Restricted Stock Units”).

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:

Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant the above-designated number of Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan.

Vesting and Forfeiture of Restricted Stock Units. Subject to the terms and conditions set forth in the Plan and this Agreement, the Restricted Stock Units shall vest as follows:

(a)

General. Except as otherwise provided in Section 2(b), one-third (1/3rd) of the Restricted Stock Units shall vest on each of the first three (3) anniversaries of the Date of Grant, subject to the Participant’s continued Service through the applicable vesting date.

(b)

Death. In the event of the Participant's termination of continuous Service due to death, all unvested Restricted Stock Units shall become vested as of the date of the Participant's death.

(c)

Retirement. In the event the Participant's termination of continuous Service due to Retirement, all unvested Restricted Stock Units shall become vested as of the date of the Participant's termination of continuous Service due to Retirement. For purposes of the foregoing, “Retirement” shall mean a Participant's voluntary or involuntary termination of continuous Service without Cause upon (i) the attainment of age 65; and (ii) the completion of 10 years of continuous Service with the Company or its Subsidiaries.

(d)

Involuntary Termination of Service. In the event of the Participant's involuntary termination of continuous Service without Cause and for reasons other than Death or Retirement, any unvested Restricted Stock Units scheduled to vest within 18 months of the Participant's termination date shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause.

(e)

Termination of Service. In the event of the Participant's termination of continuous Service for reasons other than as provided in Sections 2(b), 2(c) and 2(d), all unvested Restricted Stock Units shall be forfeited as of the date of the Participant's termination of continuous Service. Without limiting the generality of the foregoing and for the sake of clarity, any Shares (and any resulting proceeds) previously acquired pursuant to the Restricted Stock Units will continue to be subject to Section 13.2 (Termination for Cause) and 13.3 (Right of Recapture) of the Plan.

Settlement. The Company shall deliver to the Participant within forty-five (45) days following the vesting date of the Restricted Stock Units a number of whole Shares equal to the aggregate number of Restricted Stock Units that vest as of such date. No fractional Shares shall be delivered; the Company shall pay cash in respect of any fractional Shares. The Company may deliver such Shares either through book entry accounts held by, or in the name of, the Participant or cause to be issued a certificate or certificates representing the number of Shares to be issued in respect of the Restricted Stock Units, registered in the name of the Participant. Notwithstanding the foregoing, the Restricted Stock Units may be settled in the form of: (a) cash, to the extent settlement in Shares (i) is prohibited under applicable laws, (ii) would require the Participant, the Company or the Subsidiary that the Participant provides Service to (the "Employer") to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and country of Service, if different), or (iii) is administratively burdensome; or (b) Shares, but the Company may require the Participant to immediately sell such Shares if necessary to comply with applicable laws (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Shares on the Participant's behalf).

Responsibility for Taxes.

(a)

Regardless of any action the Company or the Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (the “Tax-Related Items”), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Participant further acknowledges and agrees that the Company and/or the Employer:

(i)

make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Participant’s participation in the Plan, including, but not limited to, the grant of Restricted Stock Units, the vesting of Restricted Stock Units, the subsequent sale of Shares purchased under the Plan and the receipt of any dividends;

(ii)

do not commit to and are under no obligation to structure the terms of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result; and

(iii)

if the Participant has become subject to tax in more than one jurisdiction between the date the Restricted Stock Units are granted and the date of any relevant taxable or tax withholding event, the Participant acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)

In connection with the relevant taxable or taxable withholding event, as applicable:

(i)

For any Participant who at the time of vesting of the Restricted Stock Units is (i) subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), (ii) an Insider (as defined in the Company’s Insider Trading and Tipping Policy) subject to quarterly trading restrictions, or (iii) subject to any other Company trading restrictions (collectively, a "Company Insider"), each of them expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Restricted Stock Units shall be satisfied by the Company withholding a sufficient number of whole Shares (or cash payment) otherwise issuable upon vesting of the Restricted Stock Units that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to such amount ("Net Share Issuance Tax Withholding Method"). For purposes of the foregoing, (i) the Participant shall be deemed to have been issued the full number of Shares otherwise issuable on the applicable vesting date, notwithstanding that a number of whole Shares are held back to satisfy the Tax-Related Items required to be withheld and (ii) the Company or the Employer may determine the amount of Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum withholding rates.

(ii)

For any Participant who is not a Company Insider, each of them expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Restricted Stock Units shall be satisfied via the sale by the Plan Broker (as defined below) of a sufficient number of whole Shares otherwise issuable to the Participant upon vesting of the Restricted Stock Units (the "STC Tax Withholding Method"). For purposes of the foregoing, (i) the STC Tax Withholding Method only may be used to satisfy any Tax-Related Items for a Participant who is not a Company Insider until 30 days following the date of this Agreement and (ii) the STC Tax Withholding Method may not be used to satisfy any Tax-Related Items for a Company Insider.

(c)

The Participant agrees to pay to the Company or the Employer any number of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company or the Employer may refuse to honor the vesting of the Restricted Stock Units, or refuse to deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Change of Control. Notwithstanding anything in this Agreement to the contrary, upon a Change of Control where the Restricted Stock Units are assumed, continued or substituted by the acquiring/surviving corporation, in the event of the Participant's involuntary termination of continuous Service without Cause with 12 months of the effective date of the Change of Control, all unvested Restricted Stock Units shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause. In the event of a Change of Control in which the Restricted Stock Units are not assumed, continued, or substituted by the acquiring/surviving corporation, all unvested Restricted Stock Units shall immediately vest in full as of the effective date of such Change of Control and the vested Restricted Stock Units shall be settled in accordance with Section 3 of this Agreement.

Compliance with Laws. If the Participant is resident or providing Service outside of the United States, as a condition of participation, the Participant agrees to repatriate all payments attributable to the Shares or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares acquired under the Plan) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of Service, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and the Employer, as may be required to allow the Company and the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of Service, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in his or her country of residence (and country of Service, if different).

Private Placement. If the Participant is resident or providing Service outside of the United States, the Restricted Stock Units are not intended to be a public offering of securities in the Participant’s country of residence (or country of Service, if different). The Company has not submitted a registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Restricted Stock Units are not subject to the supervision of local securities authorities.

No Advice Regarding Participation. No employee of the Company or its Subsidiaries is permitted to advise the Participant regarding his or her participation in the Plan. The Participant should consult with his or her own qualified personal tax, legal and financial advisors before taking any action related to the Plan.

Insider Trading and Market Abuse Laws: By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant acknowledges that, depending on the Participant or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares or rights linked to the value of Shares during such times the Participant is considered to have material non-public information, or “inside information” regarding the Company as defined in the laws or regulations in the Participant’s country of residence (and country of Service, if different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before he or she possessed inside information. By electronically accepting this Agreement, the Participant represents that, as of the Grant Date, the Participant is unaware of any material inside information regarding the Company. Furthermore, the Participant could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis), and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any restrictions and the Participant should speak to his or her personal advisor on this matter.

10.

Imposition of Other Requirements: The Company reserves the right to impose other requirements on the Restricted Stock Units, any Shares acquired pursuant to the Restricted Stock Units and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable for legal or administrative reasons. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

11.

Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of the Participant’s personal data as described in this document by and among, as applicable, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing his or her participation in the Plan.

The Participant understands that the Company and the Employer hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, family size, marital status, sex, beneficiary information, emergency contacts, passport/visa information, age, language skills, driver’s license information, nationality, C.V. (or resume), wage history, employment references, social insurance number, resident registration number or other identification number, salary, job title, employment or severance contract, current wage and benefit information, personal bank account number, tax-related information, plan or benefit enrollment forms and elections, award or benefit statements, any Shares or directorships in the Company, details of all awards or any other entitlements to Shares awarded, canceled, purchased, vested, unvested or outstanding for purpose of managing and administering the Plan (“Data”).

The Participant understands that Data may be transferred to E*TRADE or any successor broker/administrator engaged by the Company (the "Plan Broker") and any third parties assisting in the implementation, administration and management of the Plan including, but not limited to, the Subsidiaries or Affiliates of the Company. These third-party recipients may be located in the Participant’s country of residence (and country of Service, if different) or elsewhere, and the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Company's Human Resources Department.

The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares acquired. The Participant understands that Data only will be held as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.

Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company's Human Resources Department.

Finally, upon request of the Company or the Employer, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country of residence (and country of Service, if different), either now or in the future. The Participant understands and agrees that he or she will be unable to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

12.

Nature of the Benefit. The Participant understands and agrees that:

(a)

the Plan is established voluntarily by the Company, it is discretionary in nature and may be amended, modified, suspended or terminated by the Company at any time as provided in the Plan;

(b)

the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;

(c)

all decisions with respect to future grants, if any, including, but not limited to, the times when the Restricted Stock Units shall be granted and the vesting period will be at the sole discretion of the Company;

(d)

the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to further employment with the Employer, shall not be interpreted as forming an employment or Service contract with the Company and shall not interfere with the ability of the Employer to terminate the Participant’s employment relationship at any time (as otherwise may be permitted under local law);

(e)

the Participant’s participation in the Plan is voluntary;

(f)

the Restricted Stock Units and any underlying Shares are not intended to replace any pension rights or compensation;

(g)

the grant of Restricted Stock Units and the underlying Shares are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) with the Employer and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; the grant of Restricted Stock Units will not be interpreted to form an employment contract with the Employer; no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units under the Plan resulting from termination of the Participant’s employment by the Employer (for any reason and whether or not in breach of local labor laws and whether or not later found to be invalid).

(h)

the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(i)

(j)

the Company and the Employer are not liable for any exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Shares or any amounts due pursuant to settlement or the subsequent sale of any Shares; and

(k)

13.

Country Addendum; Interpretation of Terms; General. The term “Country Addendum” means any document prepared by the Company and which refers to this Agreement and contains additional Restricted Stock Unit terms to address matters pertaining to the Participant’s then current country of residence (and country of Service, if different). If the Participant relocates to one of the countries included in the Country Addendum, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons (or the Company may establish alternative terms as may be necessary or advisable to accommodate the Participant’s transfer). The Country Addendum constitutes part of this Agreement. The Committee shall interpret the terms of the Restricted Stock Units, this Agreement, the Plan and any Country Addendum, and all determinations by the Committee shall be final and binding. The Company may, without the Participant’s consent, assign all of their respective rights and obligations under the Restricted Stock Unit to their respective successors and assigns. Following an assignment to the successor of the Company, as applicable, all references herein to the Board of Directors and Committee shall be references to the board of directors and committee, as applicable, of the successor of the Company. This Agreement, the Plan and any Country Addendum contain the complete agreement between the Company and the Participant concerning the Restricted Stock Units, are governed by the laws of the State of Delaware (or the laws stated an applicable Country Addendum), and may be amended only in writing, signed by an authorized officer of the Company. The Participant will take all actions reasonably requested by the Company to enable the administration of the Restricted Stock Units and Plan and/or comply with the local laws and regulations of the Participant’s then current country of residence. No waiver of any breach or condition of this Agreement, the Plan or a Country Addendum shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

14.

Compensation Recoupment Policy. The Restricted Stock Units and any Shares issued thereunder shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to the Participant and to awards of this type. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.

15.

Additional Covenants. To the extent enforceable by applicable law, and in consideration of the receipt of the Restricted Stock Units granted by this Agreement, the Participant by signing below covenants and agrees to the covenants set out in Exhibit A hereto.

16.

Miscellaneous Provisions

(a)

Rights of a Shareholder of the Company. Prior to settlement of the Restricted Stock Units in Shares, neither the Participant nor the Participant’s representative will have any rights as a shareholder of the Company with respect to any Shares underlying the Restricted Stock Units. To the extent the Company pays any regular cash dividends to its shareholders, dividend equivalent rights with respect to the Shares will be accumulated and will be satisfied in additional Restricted Stock Units that are subject to the same terms and conditions of the applicable Restricted Stock Units.

(b)

Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.

(c)

Official Language. The official language of this Agreement, the Plan and any Country Addendum is English. Documents or notices not originally written in English shall have no effect until they have been translated into English, and the English translation shall then be the prevailing form of such documents or notices. Any notices or other documents required to be delivered to Ceridian under this Agreement, shall be translated into English, at the Participant’s expense, and provided promptly to the Company in English. The Company may also request an untranslated copy of such documents.

(d)

Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(e)

Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.

(f)

Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(g)

Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.

(h)

Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to any Awards granted under the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

(i)

Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.

Please read the Plan, the Agreement and the Country Addendum carefully as those documents contain important terms and conditions relating to the Restricted Stock Units. In order to receive the Restricted Stock Units, the Participant must acknowledge and accept the terms and conditions of the Plan and the Agreement electronically using the E*TRADE system. By electronically accepting the Restricted Stock Units in the E*TRADE system, the Participant is acknowledging that he / she has reviewed, understood and agrees to the terms of the Plan and the Agreement and the Participant's intent to electronically sign the Agreement. If the Participant does not accept the Restricted Stock Units electronically in the E*TRADE system within 120 days, the Company will cancel the Restricted Stock Units in its entirety, without any requirement to provide notice to the Participant, and it will cease to appear in the Participant's E*TRADE account or otherwise be outstanding. It is solely the Participant's responsibility to accept the Restricted Stock Units.

By clicking on the “Accept” button, the Participant confirms having read and understood the documents relating to this grant, including Section 10 of this Agreement entitled Data Privacy, which were provided to you in the English language. The Participant accepts the terms of those documents accordingly.

CERIDIAN HCM HOLDING INC.

Authorized Officer

The Participant has signed this Agreement upon electronically acknowledging acceptance with the intent to sign, in accordance with Section 15(h).

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Restricted Stock Unit Award Agreement

COUNTRY ADDENDUM

This Country Addendum to the Agreement includes additional terms and conditions that govern the Restricted Stock Units (“RSUs”) and the Participant’s participation in the Plan if the Participant resides and/or works outside of the United States. The information contained in this Country Addendum is based on the securities, exchange control and other laws in effect in the respective countries as of February 2023. If the Participant transfers to another country reflected in this Country Addendum, the additional terms and conditions for such country (if any) will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable for legal or administrative reasons (or the Company may establish alternative terms as may be necessary or advisable to accommodate the Participant’s transfer). Capitalized terms not defined in this Country Addendum but defined in the Agreement or the Plan shall have the same meaning as in the Agreement or the Plan.

AUSTRALIA

Australia Resident Employees. This grant is being made under Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).

If the Participant offers Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice on the Participant's disclosure obligations prior to making any such offer.

Award Conditioned on Satisfaction of Regulatory Obligations. If the Participant is (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary incorporated in Australia and who also is a director of a Subsidiary incorporated outside of Australia, the grant of the RSUs is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

CANADA

Securities Law Information. The Participant is permitted to sell Shares acquired through the Plan through the Plan Broker, if any, provided that the resale of such Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed.

Termination Date. Notwithstanding any provisions in the Agreement or the Plan to the contrary, the effective date of the Participant’s termination of Service for purposes of the RSUs shall be the last day of any statutory notice of termination period required under applicable law but does not include any other period of notice or severance that was, or ought to have been given, in respect of the termination of the Employee’s employment.

If the Participant is a resident of Canada for purposes of the Income Tax Act (Canada), or is subject to taxation in Canada in respect of the Participant's Restricted Stock Units, the following provisions apply:

Settlement. Notwithstanding any provisions in the Agreement or the Plan to the contrary, prior to the date that is ten years after the applicable Grant Date (the “Expiry Date”), all or any number of vested RSUs held by such Participant may be converted by the Participant to Shares at the option of the Participant after each Vesting Date. This right may be exercised by delivering an electronically executed notice of conversion (a “Conversion Notice”) in such form, manner and timeframe required by Ceridian. The Conversion Notice shall state the number of vested RSUs such Participant wishes to convert into Shares. As soon as practical following receipt of the Conversion Notice, the Company shall issue and deliver to such Participant a number of Shares equal to the aggregate number of RSUs so exercised in settlement thereof. Any RSUs in respect of which the Participant has not provided a Conversion Notice prior to the Expiry Date will be forfeited and cancelled for no consideration.

Settlement in Shares. Notwithstanding any provisions in the Agreement or the Plan to the contrary, no cash or other property (other than newly issued Shares) shall be issuable or deliverable by the Company upon vesting of the Participant’s RSUs hereunder. If the aggregate number of Shares issuable to such Participant upon vesting of the Participant’s RSUs hereunder would otherwise include a fraction of a Share, such number of Shares shall be rounded down to the nearest whole number of Shares.

If the Participant is a resident of Quebec, the following provision applies:

French Language Documents. A French translation of the Agreement, the Country Addendum, the Plan and certain other documents related to the RSUs will be made available to the Participant as soon as reasonably practicable following the Participant's written request. The Participant understands that, from time to time, additional information related to the RSUs may be provided in English and such information may not be immediately available in French. However, upon request, the Company will provide a translation of such information into French as soon as reasonably practicable. Notwithstanding anything to the contrary in the Agreement, and unless the Participant indicates otherwise, the French translation of this document and certain other documents related to the RSUs will govern the Participant's RSUs and the Participant’s participation in the Plan.

Data Privacy Consent. The following provision supplements Section 11 of the Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain all relevant information regarding the Participant's RSU and the Participant's participation in the Plan from all personnel, professional or non-professional, involved with the administration of the Plan. The Participant further authorizes the Company, the Company's subsidiaries and affiliates, the administrator of the Plan and any third party brokers/administrators that are assisting the Company with the operation and administration of the Plan to disclose and discuss the Plan and the Participant's participation in the Plan with their advisors. The Participant further authorizes the Company and the Company's subsidiaries and affiliates to record information regarding the Participant's RSUs and the Participant's participation in the Plan and to keep such information in the Participant's file. The Participant acknowledges and agree that the Participant's personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges and authorizes the Company, the Company's subsidiaries and affiliates, the administrator of the Plan and any third party brokers/administrators, such as E*TRADE, that are assisting the Company with the operation and administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.

CHINA

The following terms and conditions will apply to the extent that the Company, in its discretion, determines that the Participant's participation in the Plan will be subject to exchange control requirements in the People’s Republic of China (“PRC”), as implemented by the PRC State Administration of Foreign Exchange (“SAFE”):

1. RSUs Conditioned on Satisfaction of Regulatory Obligations. Notwithstanding anything to the contrary in the Agreement or the Plan, no Shares will be issued to the Participant in settlement of the RSUs unless and until all necessary exchange control or other approvals with respect to the RSUs granted under the Plan have been obtained from the SAFE or its local counterpart (“SAFE Approval”). In the event that SAFE Approval has not been obtained prior to any date(s) on which the RSUs is scheduled to vest in accordance with the vesting schedule set forth in the Agreement, any Shares which are contemplated to be issued in settlement of such vested RSUs shall be held by the Company in escrow on behalf of the Participant until SAFE Approval is obtained.

2. Shares Must Be Held with Plan Broker. All Shares issued upon settlement of the RSUs will be deposited into a personal brokerage account established with the Company’s Plan Broker on the Participant's behalf. The Participant understands that he or she may sell the Shares at any time after they are deposited in such account, however, the Participant may not transfer the Shares out of the brokerage account with the Plan Broker.

3. Mandatory Sale of Shares Following Termination of Service. The Participant shall be required to sell all Shares acquired upon vesting of the RSUs no later than six (6) months following the Participant's termination of Service with the Company and its Subsidiaries (or such other period as may be required by the SAFE). If any Shares remain unsold following the designated period following the Participant's termination of Service, the Participant hereby directs, instructs and authorizes the Company to issue sale instructions on the Participant's behalf to the Plan Broker to sell such Shares. The Participant agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Plan Broker) to effectuate the sale of the Shares (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. The Participant acknowledges that neither the Company nor the Plan Broker is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur in the market) and that broker’s fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any broker’s fees or commissions, and any similar expenses of the sale will be remitted to the Participant in accordance with applicable exchange control laws and regulations.

4. Exchange Control Restrictions. The Participant understands and agrees that, pursuant to local exchange control requirements, the Participant will be required immediately to repatriate to China the proceeds from the sale of any Shares acquired under the Plan. The Participant further understands that such repatriation of proceeds may be effected through a special bank account established by the Company or its Subsidiaries and Affiliates, and the Participant hereby consents and agrees that proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on the Participant's behalf prior to being delivered to the Participant and that no interest shall be paid with respect to funds held in such account. The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to the Participant in U.S. dollars, the Participant understands that a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account. If the proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the net proceeds are converted into local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

5. Administration. The Company shall not be liable for any costs, fees, lost interest or dividends or other losses the Participant may incur or suffer resulting from the enforcement of the terms of this Country Addendum or otherwise from the Company’s operation and enforcement of the Plan, the Agreement and the RSUs in accordance with Chinese law including, without limitation, any applicable SAFE rules, regulations and requirements.

GERMANY

No country-specific provisions.

IRELAND

No country-specific provisions.

INDIA

No country-specific provisions.

JAPAN

No country-specific provisions.

MALAYSIA

No country-specific provisions.

MAURITIUS

No country-specific provisions.

MEXICO

Labor Law Policy and Acknowledgement. By participating in the Plan, the Participant expressly recognizes that the Company, with registered offices at 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425, U.S.A., is solely responsible for the administration of the Plan and that the Participant's participation in the Plan and acquisition of Shares does not constitute a relationship as an employee with the Company since the Participant is participating in the Plan on a wholly commercial basis and the sole service recipient is a Subsidiary or Affiliate of the Company (“Ceridian-Mexico”). Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that may be derived from participation in the Plan do not establish any rights between the Participant and Ceridian-Mexico, and do not form part of the employment or service conditions and/or benefits provided by Ceridian-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s relationship as an employee.

The Participant further understands that the Participant’s participation in the Plan is as a result of a unilateral and discretionary decision of the Company. Therefore, the Company reserves the absolute right to amend and/or discontinue the Participant’s participation at any time without any liability to the Participant.

Finally, the Participant hereby declares that the Participant does not reserve to himself or herself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Company, Ceridian-Mexico, its Subsidiaries and Affiliates, branches, representation offices, its stockholders, officers, agents or legal representatives with respect to any claim that may arise.

Política de Ley Laboral y Reconocimiento. Participando en el Plan, el Participante reconoce expresamente que la Compañía, con oficinas registradas en 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425, U.S.A., es el único responsable de la administración del Plan y que la participación del Participante en el mismo y la compra de acciones bursátiles no constituye de ninguna manera una relación laboral entre Usted y la Compañía dado que su participación en el Plan deriva únicamente de una relación comercial y que el único destinatario del servicio es una Subsidiaria o Afiliada del la Compañía (“Ceridian-Mexico”). Derivado de lo anterior, el Participante expresamente reconoce que el Plan y los beneficios que pudieran derivar del mismo no establecen ningún derecho entre el Securities Law Information.

Participante y Ceridian-Mexico, y no forman parte de las condiciones de empleo o servicio y/o prestaciones otorgadas por Ceridian-Mexico, y cualquier modificación al Plan o la terminación del mismo no podrá ser interpretada como una modificación o degradación de los términos y condiciones de su trabajo.

Asimismo, el Participante entiende que su participación en el Plan es resultado de la decisión unilateral y discrecional de la Compañía. Por lo tanto, la Compañía se reserva el derecho absoluto para modificar y/o terminar la participación del Participante en cualquier momento, sin ninguna responsabilidad ante el Participante.

Finalmente, el Participante manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier compensación o daño en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia el Participante otorga un amplio y total finiquito a la Compañía, Ceridian-Mexico, sus Subsidiarias y Afiliadas, sucursales, oficinas de representación, sus accionistas, directores, agentes y representantes legales con respecto a cualquier demanda que pudiera surgir.

The RSUs and any Shares acquired under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the RSUs may not be publicly distributed in Mexico. These materials are addressed to Participant because of Participant's existing relationship with the Company or one of the Companies Subsidiaries and Affiliates, and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities, but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Company or one of its Subsidiaries and Affiliates made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

NEW ZEALAND

1. Securities Law Notice.

WARNING: This is an offer of RSUs which, upon vesting and settlement in accordance with the terms of the Plan and the Agreement, will be converted into Shares. Shares provide the Participant with a stake in the ownership of the Company. the Participant may receive a return on any Shares acquired under the Plan if dividends are paid.

If the Company runs into financial difficulties and is wound up, the Participant will be paid only after all creditors and holders of preference shares have been paid. The Participant may lose some or all of his / her investment, if any.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, the Participant may not be given all the information usually required. The Participant also will have fewer other legal protections for this investment. On this basis, the Participant should seek independent professional advice before acquiring any Shares under the Plan.

The Shares are quoted on the New York Stock Exchange under the symbol "CDAY". This means that if the Participant acquires Shares under the Plan, the Participant may be able to sell them on the New York Stock Exchange if there are interested buyers. The price will depend on the demand for the Shares.

A copy of the Company’s most recent financial statements (and, where applicable, a copy of the auditor’s report on those financial statements), as well as information on risk factors impacting the Company’s business that may affect the value of the Shares, are included in the Company's Annual Report on Form 10-K and Quarterly reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov, as well as on the Company's Investor Relations website at https://investors.ceridian.com/overview/default.aspx.

PHILIPPINES

Participation Subject to PSEC Exemption. The Participant acknowledges and agrees that the Participant's participation in the Plan is subject to and contingent upon the Company's receipt of the required exemption from the requirements of securities registration from the Philippines Securities and Exchange Commission (the "PSEC"). Notwithstanding any provision of the Plan or the Agreement to the contrary, if the Company has not obtained, or does not maintain, the necessary securities approval/confirmation, the Participant will not vest in the RSUs and no Shares will be issued under the Plan.

Securities Law Information. The Participant will not be able to acquire Shares upon vesting and settlement of the Participant's RSU unless the vesting/issuance of Shares complies with all applicable laws and regulations as determined by the Company. The Company assumes no liability if the Participant’s RSUs cannot be vested and will not provide the Participant with any benefits/compensation in lieu of the RSUs. If the Participant acquires Shares upon vesting and settlement of the RSUs, the Participant is permitted to dispose of or sell such Shares, provided the offer and resale of the Shares takes place outside of the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange in the United States of America.

SINGAPORE

Sale Restriction on Shares. Shares received upon vesting of the RSUs are accepted as a personal investment. In the event that the RSUs vest and Shares are issued to the Participant (or the Participant's heirs) within six (6) months of the Grant Date, the Participant (or the Participant's heirs) expressly agrees that the Shares will not be offered to the public or otherwise disposed of prior to the six (6)-month anniversary of the Grant Date, unless such sale or offer is made pursuant to the exemption under Part XIII Division I Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the conditions of, any other applicable provision(s) of the SFA.

Private Placement. The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore and is not regulated by any financial supervisory authority pursuant to any legislation in Singapore. Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. The Participant should note that the RSUs are subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares subject to the grant in Singapore, unless such sale or offer is made (i) after six (6) months from the Grant Date or (ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

TAIWAN

No country-specific provisions.

THAILAND

No country-specific provisions.

UNITED KINGDOM

Responsibility for Taxes. The following provision supplements Section 4 of the Agreement:

The Participant agrees to be liable for any Tax-Related Items and hereby covenants to pay any such Tax-Related Items, as and when requested by Ceridian or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.

Notwithstanding the foregoing, if the Participant is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision may not apply. In such case, the Participant understands that the Participant may not be able to indemnify the Company for the amount of any income tax not collected from or paid by the Participant and, therefore, any such income tax not so collected from or paid by the Participant within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant acknowledges that the Company or the Employer may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in the Agreement. However, the Participant is primarily responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

EXHIBIT A

Restrictive Covenants

The Participant covenants and agrees that while employed by the Company or any Subsidiary and for one (1) year following termination of Participant’s employment (whether initiated by Participant or the Company) (the “Non-Compete Period”), Participant shall not:

directly or indirectly hire or solicit the employment or services of any then current employee of the Company or any Subsidiary (this restriction does not prevent (i) general solicitations to the public or (ii) providing employment references for people who are not seeking employment with Participant’s then current third-party employer);

directly or indirectly solicit any then current customer of the Company or any Subsidiary for the purpose of selling or providing that customer any products or services that directly compete with the products or services of the Company or any Subsidiary; and/or

work as an employee or consultant for, or beneficially own more than 5% of the equity or voting securities of, any company or entity that directly competes with the Company’s human capital management business.

During the Non-Compete Period, if Participant intends to seek any employment, consulting or ownership relationship that might violate these covenants, Participant shall provide the Company at least 30 days advance written notice of that intended change. The Company may in its reasonable and sole discretion determine whether or not that intended change would violate these covenants, and shall promptly notify Participant of that determination. In addition to the Company’s other remedies available under applicable law, the Restricted Stock Units will expire and be forfeited if the Participant breaches the restrictions in these covenants.

EX-10.4 4 cday-ex10_4.htm EX-10.4 EX-10.4

Exhibit 10.4

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Restricted Stock Unit Award Agreement
Voidable if Not Electronically Signed
La version française de ce message suit la version anglaise

Employee Name/Nom de l’employé: %%FIRST_NAME%-% %%LAST_NAME%-%

Employee ID No./ Matricule: %%EMPLOYEE_IDENTIFIER%-%

Grant Date/ Date d’attribution: %%OPTION_DATE,'Month DD, YYYY'%-%

Number of Restricted Stock Units/Nombre d'unités d'actions temporairement incessibles: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%

RECITALS

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:

1.Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant the above-designated number of Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan.

2.Vesting and Forfeiture of Restricted Stock Units. Subject to the terms and conditions set forth in the Plan and this Agreement, the Restricted Stock Units shall vest as follows:

(a)General. Except as otherwise provided in Section 2(b), one-third (1/3rd) of the Restricted Stock Units shall vest on each of the first three (3) anniversaries of the Date of Grant, subject to the Participant’s continued Service through the applicable vesting date.

(b)Death. In the event of the Participant's termination of continuous Service due to death, all unvested Restricted Stock Units shall become vested as of the date of the Participant's death.

(c)Retirement. In the event the Participant's termination of continuous Service due to Retirement, all unvested Restricted Stock Units shall become vested as of the date of the Participant's termination of continuous Service due to Retirement. For purposes of the foregoing, “Retirement” shall mean a Participant's voluntary or involuntary termination of continuous Service without Cause upon (i) the attainment of age 65; and (ii) the completion of 10 years of continuous Service with the Company or its Subsidiaries.

(d)Involuntary Termination of Service. In the event of the Participant's involuntary termination of continuous Service without Cause and for reasons other than Death or Retirement, any unvested Restricted Stock Units scheduled to vest within 18 months of the Participant's termination date shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause.

(e)Termination of Service. In the event of the Participant's termination of continuous Service for reasons other than as provided in Sections 2(b), 2(c) and 2(d), all unvested Restricted Stock Units shall be forfeited as of the date of the Participant's termination of continuous Service. Without limiting the generality of the foregoing and for the sake of clarity, any Shares (and any resulting proceeds) previously acquired pursuant to the Restricted Stock Units will continue to be subject to Section 13.2 (Termination for Cause) and 13.3 (Right of Recapture) of the Plan.

3.Settlement. The Company shall deliver to the Participant within forty-five (45) days following the vesting date of the Restricted Stock Units a number of whole Shares equal to the aggregate number of Restricted Stock Units that vest as of such date. No fractional Shares shall be delivered; the Company shall pay cash in respect of any fractional Shares. The Company may deliver such Shares either through book entry accounts held by, or in the name of, the Participant or cause to be issued a certificate or certificates representing the number of Shares to be issued in respect of the Restricted Stock Units, registered in the name of the Participant. Notwithstanding the foregoing, the Restricted Stock Units may be settled in the form of: (a) cash, to the extent settlement in Shares (i) is prohibited under applicable laws, (ii) would require the Participant, the Company or the Subsidiary that the Participant provides Service to (the "Employer") to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and country of Service, if different), or (iii) is administratively burdensome; or (b) Shares, but the Company may require the Participant to immediately sell such Shares if necessary to comply with applicable laws (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Shares on the Participant's behalf).

4.Responsibility for Taxes.

(a)Regardless of any action the Company or the Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (the “Tax-Related Items”), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Participant further acknowledges and agrees that the Company and/or the Employer:

(i)make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Participant’s participation in the Plan, including, but not limited to, the grant of Restricted Stock Units, the vesting of Restricted Stock Units, the subsequent sale of Shares purchased under the Plan and the receipt of any dividends;

(ii)do not commit to and are under no obligation to structure the terms of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result; and

(iii)if the Participant has become subject to tax in more than one jurisdiction between the date the Restricted Stock Units are granted and the date of any relevant taxable or tax withholding event, the Participant acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) In connection with the relevant taxable or taxable withholding event, as applicable:

(i)For any Participant who at the time of vesting of the Restricted Stock Units is (i) subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), (ii) an Insider (as defined in the Company’s Insider Trading and Tipping Policy) subject to quarterly trading restrictions, or (iii) subject to any other Company trading restrictions (collectively, a "Company Insider"), each of them expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Restricted Stock Units shall be satisfied by the Company withholding a sufficient number of whole Shares (or cash payment) otherwise issuable upon vesting of the Restricted Stock Units that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to such amount ("Net Share Issuance Tax Withholding Method"). For purposes of the foregoing, (i) the Participant shall be deemed to have been issued the full number of Shares otherwise issuable on the applicable vesting date, notwithstanding that a number of whole Shares are held back to satisfy the Tax-Related Items required to be withheld and (ii) the Company or the Employer may determine the amount of Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum withholding rates.

(ii) For any Participant who is not a Company Insider, each of them expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Restricted Stock Units shall be satisfied via the sale by the Plan Broker (as defined below) of a sufficient number of whole Shares otherwise issuable to the Participant upon vesting of the Restricted Stock Units (the "STC Tax Withholding Method"). For purposes of the foregoing, (i) the STC Tax Withholding Method only may be used to satisfy any Tax-Related Items for a Participant who is not a Company Insider until 30 days following the date of this Agreement and (ii) the STC Tax Withholding Method may not be used to satisfy any Tax-Related Items for a Company Insider.

(c)Finally, the Participant agrees to pay to the Company or the Employer any number of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company or the Employer may refuse to honor the vesting of the Restricted Stock Units, or refuse to deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

5.Change of Control. Notwithstanding anything in this Agreement to the contrary, upon a Change of Control where the Restricted Stock Units are assumed, continued or substituted by the acquiring/surviving corporation, in the event of the Participant's involuntary termination of continuous Service without Cause with 12 months of the effective date of the Change of Control, all unvested Restricted Stock Units shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause. In the event of a Change of Control in which the Restricted Stock Units are not assumed, continued, or substituted by the acquiring/surviving corporation, all unvested Restricted Stock Units shall immediately vest in full as of the effective date of such Change of Control and the vested Restricted Stock Units shall be settled in accordance with Section 3 of this Agreement.

6.Compliance with Laws. If the Participant is resident or providing Service outside of the United States, as a condition of participation, the Participant agrees to repatriate all payments attributable to the Shares or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares acquired under the Plan) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of Service, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and the Employer, as may be required to allow the Company and the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of Service, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in his or her country of residence (and country of Service, if different).

7.Private Placement. If the Participant is resident or providing Service outside of the United States, the Restricted Stock Units are not intended to be a public offering of securities in the Participant’s country of residence (or country of Service, if different). The Company has not submitted a registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Restricted Stock Units are not subject to the supervision of local securities authorities.

8.No Advice Regarding Participation. No employee of the Company or its Subsidiaries is permitted to advise the Participant regarding his or her participation in the Plan. The Participant should consult with his or her own qualified personal tax, legal and financial advisors before taking any action related to the Plan.

9.Insider Trading and Market Abuse Laws: By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant acknowledges that, depending on the Participant or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares or rights linked to the value of Shares during such times the Participant is considered to have material non-public information, or “inside information” regarding the Company as defined in the laws or regulations in the Participant’s country of residence (and country of Service, if different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before he or she possessed inside information. By electronically accepting this Agreement, the Participant represents that, as of the Grant Date, the Participant is unaware of any material inside information regarding the Company. Furthermore, the Participant could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis), and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any restrictions and the Participant should speak to his or her personal advisor on this matter.

10.Imposition of Other Requirements: The Company reserves the right to impose other requirements on the Restricted Stock Units, any Shares acquired pursuant to the Restricted Stock Units and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable for legal or administrative reasons. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

11.Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of the Participant’s personal data as described in this document by and among, as applicable, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing his or her participation in the Plan.

The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company's Human Resources Department. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s service status and career will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant purchase rights or administer or maintain such purchase rights. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company's Human Resources Department.

12.Nature of the Benefit. The Participant understands and agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and may be amended, modified, suspended or terminated by the Company at any time as provided in the Plan;

(b)the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;

(c)all decisions with respect to future grants, if any, including, but not limited to, the times when the Restricted Stock Units shall be granted and the vesting period will be at the sole discretion of the Company;

(d)the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to further employment with the Employer, shall not be interpreted as forming an employment or Service contract with the Company and shall not interfere with the ability of the Employer to terminate the Participant’s employment relationship at any time (as otherwise may be permitted under local law);

(e)the Participant’s participation in the Plan is voluntary;

(f)the Restricted Stock Units and any underlying Shares are not intended to replace any pension rights or compensation;

(g)the grant of Restricted Stock Units and the underlying Shares are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) with the Employer and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(h)the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(i)the grant of Restricted Stock Units will not be interpreted to form an employment contract with the Employer;

(j)the Company and the Employer are not liable for any exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Shares or any amounts due pursuant to settlement or the subsequent sale of any Shares; and

(k)no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units under the Plan resulting from termination of the Participant’s employment by the Employer (for any reason and whether or not in breach of local labor laws and whether or not later found to be invalid).

13.Country Addendum; Interpretation of Terms; General. The term “Country Addendum” means any document prepared by the Company and which refers to this Agreement and contains additional Restricted Stock Unit terms to address matters pertaining to the Participant’s then current country of residence (and country of Service, if different). If the Participant relocates to one of the countries included in the Country Addendum, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons (or the Company may establish alternative terms as may be necessary or advisable to accommodate the Participant’s transfer). The Country Addendum constitutes part of this Agreement. The Committee shall interpret the terms of the Restricted Stock Units, this Agreement, the Plan and any Country Addendum, and all determinations by the Committee shall be final and binding. The Company may, without the Participant’s consent, assign all of their respective rights and obligations under the Restricted Stock Unit to their respective successors and assigns. Following an assignment to the successor of the Company, as applicable, all references herein to the Board of Directors and Committee shall be references to the board of directors and committee, as applicable, of the successor of the Company. This Agreement, the Plan and any Country Addendum contain the complete agreement between the Company and the Participant concerning the Restricted Stock Units, are governed by the laws of the State of Delaware (or the laws stated an applicable Country Addendum), and may be amended only in writing, signed by an authorized officer of the Company. The Participant will take all actions reasonably requested by the Company to enable the administration of the Restricted Stock Units and Plan and/or comply with the local laws and regulations of the Participant’s then current country of residence. No waiver of any breach or condition of this Agreement, the Plan or a Country Addendum shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

14.Compensation Recoupment Policy. The Restricted Stock Units and any Shares issued thereunder shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to the Participant and to awards of this type. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.

15.Additional Covenants. To the extent enforceable by applicable law, and in consideration of the receipt of the Restricted Stock Units granted by this Agreement, the Participant by signing below covenants and agrees to the covenants set out in Exhibit A hereto.

16.Miscellaneous Provisions

(a)Rights of a Shareholder of the Company. Prior to settlement of the Restricted Stock Units in Shares, neither the Participant nor the Participant’s representative will have any rights as a shareholder of the Company with respect to any Shares underlying the Restricted Stock Units. To the extent the Company pays any regular cash dividends to its shareholders, dividend equivalent rights with respect to the Shares will be accumulated and will be satisfied in additional Restricted Stock Units that are subject to the same terms and conditions of the applicable Restricted Stock Units.

(b)Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.

(c)Official Language. The official language of this Agreement, the Plan and any Country Addendum is English. Documents or notices not originally written in English shall have no effect until they have been translated into English, and the English translation shall then be the prevailing form of such documents or notices. Any notices or other documents required to be delivered to Ceridian under this Agreement, shall be translated into English, at the Participant’s expense, and provided promptly to the Company in English. The Company may also request an untranslated copy of such documents.

(d)Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(e)Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.

(f)Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(g)Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.

(h)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to any Awards granted under the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

(i)Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.

CERIDIAN HCM HOLDING INC.

Authorized Officer

The Participant has signed this Agreement upon electronically acknowledging acceptance with the intent to sign, in accordance with Section 15(h).

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Restricted Stock Unit Award Agreement

COUNTRY ADDENDUM

AUSTRALIA

1.Australia Resident Employees. This grant is being made under Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).

2.Award Conditioned on Satisfaction of Regulatory Obligations. If the Participant is (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary incorporated in Australia and who also is a director of a Subsidiary incorporated outside of Australia, the grant of the RSUs is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.

3.Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

CANADA

1.Securities Law Information. The Participant is permitted to sell Shares acquired through the Plan through the Plan Broker, if any, provided that the resale of such Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed.

2.Termination Date. Notwithstanding any provisions in the Agreement or the Plan to the contrary, the effective date of the Participant’s termination of Service for purposes of the RSUs shall be the last day of any statutory notice of termination period required under applicable law but does not include any other period of notice or severance that was, or ought to have been given, in respect of the termination of the Employee’s employment.

3.Settlement. Notwithstanding any provisions in the Agreement or the Plan to the contrary, prior to the date that is ten years after the applicable Grant Date (the “Expiry Date”), all or any number of vested RSUs held by such Participant may be converted by the Participant to Shares at the option of the Participant after each Vesting Date. This right may be exercised by delivering an electronically executed notice of conversion (a “Conversion Notice”) in such form, manner and timeframe required by Ceridian. The Conversion Notice shall state the number of vested RSUs such Participant wishes to convert into Shares. As soon as practical following receipt of the Conversion Notice, the Company shall issue and deliver to such Participant a number of Shares equal to the aggregate number of RSUs so exercised in settlement thereof. Any RSUs in respect of which the Participant has not provided a Conversion Notice prior to the Expiry Date will be forfeited and cancelled for no consideration.

4.Settlement in Shares. Notwithstanding any provisions in the Agreement or the Plan to the contrary, no cash or other property (other than newly issued Shares) shall be issuable or deliverable by the Company upon vesting of the Participant’s RSUs hereunder. If the aggregate number of Shares issuable to such Participant upon vesting of the Participant’s RSUs hereunder would otherwise include a fraction of a Share, such number of Shares shall be rounded down to the nearest whole number of Shares.

If the Participant is a resident of Quebec, the following provision applies:

5.French Language Documents. A French translation of the Agreement, the Country Addendum, the Plan and certain other documents related to the RSUs will be made available to the Participant as soon as reasonably practicable following the Participant's written request. The Participant understands that, from time to time, additional information related to the RSUs may be provided in English and such information may not be immediately available in French. However, upon request, the Company will provide a translation of such information into French as soon as reasonably practicable. Notwithstanding anything to the contrary in the Agreement, and unless the Participant indicates otherwise, the French translation of this document and certain other documents related to the RSUs will govern the Participant's RSUs and the Participant’s participation in the Plan.

6.Data Privacy Consent. The following provision supplements Section 11 of the Agreement:

CHINA

GERMANY

No country-specific provisions.

IRELAND

No country-specific provisions.

INDIA

No country-specific provisions.

JAPAN

No country-specific provisions.

MALAYSIA

No country-specific provisions.

MAURITIUS

No country-specific provisions.

NEW ZEALAND

1. Securities Law Notice.

PHILIPPINES

1.Participation Subject to PSEC Exemption. The Participant acknowledges and agrees that the Participant's participation in the Plan is subject to and contingent upon the Company's receipt of the required exemption from the requirements of securities registration from the Philippines Securities and Exchange Commission (the "PSEC"). Notwithstanding any provision of the Plan or the Agreement to the contrary, if the Company has not obtained, or does not maintain, the necessary securities approval/confirmation, the Participant will not vest in the RSUs and no Shares will be issued under the Plan.

2.Securities Law Information. The Participant will not be able to acquire Shares upon vesting and settlement of the Participant's RSU unless the vesting/issuance of Shares complies with all applicable laws and regulations as determined by the Company. The Company assumes no liability if the Participant’s RSUs cannot be vested and will not provide the Participant with any benefits/compensation in lieu of the RSUs. If the Participant acquires Shares upon vesting and settlement of the RSUs, the Participant is permitted to dispose of or sell such Shares, provided the offer and resale of the Shares takes place outside of the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange in the United States of America.

SINGAPORE

1.Sale Restriction on Shares. Shares received upon vesting of the RSUs are accepted as a personal investment. In the event that the RSUs vest and Shares are issued to the Participant (or the Participant's heirs) within six (6) months of the Grant Date, the Participant (or the Participant's heirs) expressly agrees that the Shares will not be offered to the public or otherwise disposed of prior to the six (6)-month anniversary of the Grant Date, unless such sale or offer is made pursuant to the exemption under Part XIII Division I Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the conditions of, any other applicable provision(s) of the SFA.

2.Private Placement. The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore and is not regulated by any financial supervisory authority pursuant to any legislation in Singapore. Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. The Participant should note that the RSUs are subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares subject to the grant in Singapore, unless such sale or offer is made (i) after six (6) months from the Grant Date or (ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

TAIWAN

No country-specific provisions.

THAILAND

No country-specific provisions.

UNITED KINGDOM

1.Responsibility for Taxes. The following provision supplements Section 4 of the Agreement:

EXHIBIT A

Restrictive Covenants

a.directly or indirectly hire or solicit the employment or services of any then current employee of the Company or any Subsidiary (this restriction does not prevent (i) general solicitations to the public or (ii) providing employment references for people who are not seeking employment with Participant’s then current third-party employer);

b.directly or indirectly solicit any then current customer of the Company or any Subsidiary for the purpose of selling or providing that customer any products or services that directly compete with the products or services of the Company or any Subsidiary; and/or

c.work as an employee or consultant for, or beneficially own more than 5% of the equity or voting securities of, any company or entity that directly competes with the Company’s human capital management business.

EX-10.5 5 cday-ex10_5.htm EX-10.5 EX-10.5

Exhibit 10.5

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Performance Stock Unit Award Agreement

Voidable if Not Electronically Signed
La version française de ce message suit la version anglaise

Employee Name/Nom de l’employé: %%FIRST_NAME%-% %%LAST_NAME%-%

Employee ID No./ Matricule: %%EMPLOYEE_IDENTIFIER%-%

Grant Date/ Date d’attribution: %%OPTION_DATE,'Month DD, YYYY'%-%

Target Performance Stock Units/Nombre d'unités d'actions temporairement incessibles: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%

Performance Period:

This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and the above-named participant (the “Participant”), effective as of the above-designated grant date (the “Grant Date”).

RECITALS

WHEREAS, the Committee and/or the Board has authorized and approved the grant of an Award to the Participant that will provide the Participant the opportunity to acquire a target number of shares of Common Stock (“Shares”) upon the settlement of performance-based restricted stock units on the terms and conditions set forth in the Plan and this Agreement (“Performance Stock Units”).

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:

Grant of Performance Stock Unit Award. The Company hereby grants to the Participant the above-designated target number of Performance Stock Units (the “Target Performance Stock Units”) on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan. For purposes of this Agreement, "Employer" means the Company, or if different, the Subsidiary to which the Participant provides Service. Each Performance Stock Unit represents a contractual right to receive one (1) Share upon the satisfaction of the terms and conditions of this Agreement. The actual number of Performance Stock Units that may become vested and settled pursuant to this Agreement will depend on the achievement of the performance metrics defined and reflected in Exhibit A to this Agreement (the "Performance Metrics") during the Performance Period. The number of Target Performance Stock Units shall be apportioned to each Performance Metric as provided in Exhibit A to this Agreement.

Vesting and Forfeiture of Performance Stock Units.

(a)

Normal Vesting. Subject to the terms and conditions set forth in the Plan and this Agreement, the Award shall vest with respect to the Target Performance Stock Units, if any, as determined pursuant to the terms of Exhibit A, which is incorporated by reference herein and made a part of this Agreement; provided that (except as set forth in Sections 2(b) - 2(e) below) the Award shall not vest with respect to any Performance Stock Units under the terms of this Agreement unless the Participant remains in Service from the Grant Date through the later of (i) the date on which the Committee determines the actual number of Performance Stock Units that vest pursuant to the achievement of the Performance Metrics (the “Certification Date”), or (ii) the vesting date pursuant to the terms of Exhibit A. The Committee shall determine the actual number of Performance Stock Units that vest pursuant to the achievement of the Performance Metrics and such determination shall be final and conclusive. Until the Committee has made such a determination, none of the Performance Metrics will be considered to have been satisfied and the Participant shall have no vested interest in the Performance Stock Units. The Committee shall complete the certification no later than three (3) calendar months following the last day of the Performance Period (the "Certification Deadline"). If the Committee does not complete the certification by the Certification Deadline, the Participant shall not vest in any portion of the Target Performance Stock Units and the Target Performance Stock Units immediately shall be forfeited.

(b)

Death. In the event of the Participant's termination of continuous Service due to death, the Target Performance Stock Units shall become vested as of the date of the Participant's death.

(c)

Retirement. In the event the Participant's termination of continuous Service due to Retirement and to the extent the vesting period exceeds one (1) year, the Earned Percentage of the Target Performance Stock Units shall become vested as of the date of the Participant's termination of continuous Service due to Retirement. For purposes of this Agreement, “Retirement” shall mean a Participant's voluntary or involuntary termination of continuous Service without Cause upon (i) the attainment of age 65; and (ii) the completion of 10 years of continuous Service with the Company or its Subsidiaries. Further, the “Earned Percentage” shall mean a fraction, the numerator of which shall be the number of whole months the Participant remained in continuous Service during the Performance Period and the denominator of which shall be the number of whole months in the Performance Period.

(d)

Involuntary Termination of Service. In the event of the Participant's involuntary termination of continuous Service without Cause and for reasons other than Death or Retirement, and to the extent the vesting period exceeds one (1) year, the Earned Percentage of the Target Performance Stock Units shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause.

Further, the “Earned Percentage” shall mean a fraction, the numerator of which shall be the number of whole months the Participant remained in continuous Service during the Performance Period and the denominator of which shall be the number of whole months in the Performance Period.

(e)

Termination of Service. In the event of the Participant's termination of continuous Service for reasons other than as provided in Sections 2(b), 2(c) and 2(d), the Target Performance Stock Units shall be forfeited as of the date of the Participant's termination of continuous Service. Without limiting the generality of the foregoing and for the sake of clarity, any Shares (and any resulting proceeds) previously acquired pursuant to the Performance Stock Units will continue to be subject to Section 13.2 (Termination for Cause) and 13.3 (Right of Recapture) of the Plan.

Settlement. The Company shall deliver to the Participant, within forty-five (45) days of the later of (a) the Certification Date, or (b) the vesting date pursuant to the terms of Exhibit A, a number of whole Shares equal to the aggregate number of Performance Stock Units that vest as of such date, rounded to the nearest whole Share (no fractional Shares or cash in lieu of fractional Shares will be delivered). The Company may deliver such Shares either through book entry accounts held by, or in the name of, the Participant or cause to be issued a certificate or certificates representing the number of Shares to be issued in respect of the Performance Stock Units, registered in the name of the Participant. Notwithstanding the foregoing, the Performance Stock Units may be settled in the form of: (a) cash, to the extent settlement in Shares (i) is prohibited under applicable laws, (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and country of Service, if different), or (iii) is administratively burdensome; or (b) Shares, but the Company may require the Participant to immediately sell such Shares if necessary to comply with applicable laws (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Shares on the Participant's behalf).

Responsibility for Taxes.

(a)

(i)

make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Participant’s participation in the Plan, including, but not limited to, the grant of Performance Stock Units, the vesting of Performance Stock Units, the subsequent sale of Shares purchased under the Plan and the receipt of any dividends;

(ii)

do not commit to and are under no obligation to structure the terms of the Performance Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result; and

(iii)

if the Participant has become subject to tax in more than one jurisdiction between the date the Performance Stock Units are granted and the date of any relevant taxable or tax withholding event, the Participant acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)

In connection with the relevant taxable or taxable withholding event, as applicable:

(i)

For any Participant who at the time of vesting of the Performance Stock Units is (i) subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), (ii) an Insider (as defined in the Company’s Insider Trading and Tipping Policy) subject to quarterly trading restrictions, or (iii) subject to any other Company trading restrictions (collectively, a "Company Insider"), each of them expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Performance Stock Units shall be satisfied by the Company withholding a sufficient number of whole Shares (or cash payment) otherwise issuable upon vesting of the Performance Stock Units that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to such amount ("Net Share Issuance Tax Withholding Method"). For purposes of the foregoing, (i) the Participant shall be deemed to have been issued the full number of Shares otherwise issuable on the Certification Date or vesting date, as applicable, notwithstanding that a number of whole Shares are held back to satisfy the Tax-Related Items required to be withheld and (ii) the Company or the Employer may determine the amount of Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum withholding rates.

(ii)

For any Participant who is not a Company Insider, each of them expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Performance Stock Units shall be satisfied via the sale by the Plan Broker (as defined below) of a sufficient number of whole Shares otherwise issuable to the Participant upon vesting of the Performance Stock Units (the "STC Tax Withholding Method"). For purposes of the foregoing, (i) the STC Tax Withholding Method only may be used to satisfy any Tax-Related Items for a Participant who is not a Company Insider until 30 days following the date of this Agreement and (ii) the STC Tax Withholding Method may not be used to satisfy any Tax-Related Items for a Company Insider.

(c)

Finally, the Participant agrees to pay to the Company or the Employer any number of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company or the Employer may refuse to honor the vesting of the Performance Stock Units, or refuse to deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.

Change of Control.

Notwithstanding anything in this Agreement to the contrary, upon a Change of Control where the Performance Stock Units are assumed, continued or substituted by the acquiring/surviving corporation, in the event of the Participant's involuntary termination of continuous Service without Cause within 12 months of the effective date of the Change of Control, the Target Performance Stock Units shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause. In the event of a Change of Control in which the Performance Stock Units are not assumed, continued, or substituted by the acquiring/surviving corporation, the Target Performance Stock Units shall immediately vest in full as of the effective date of such Change of Control and the vested Performance Stock Units shall be settled in accordance with Section 3 of this Agreement.

Compliance with Laws. If the Participant is a resident or providing Service outside of the United States, as a condition of participation, the Participant agrees to repatriate all payments attributable to the Shares or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares acquired under the Plan) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of Service, if different ). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and the Employer, as may be required to allow the Company and the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of Service, if different ). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of Service, if different).

Private Placement. If the Participant is a resident or providing Service outside of the United States, the Performance Stock Units are not intended to be a public offering of securities in the Participant’s country of residence (or country of Service, if different). The Company has not submitted a registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Performance Stock Units are not subject to the supervision of local securities authorities.

No Advice Regarding Participation. No employee of the Company or its Subsidiaries is permitted to advise the Participant regarding participation in the Plan. The Participant should consult with the Participant’s qualified personal tax, legal and financial advisors before taking any action related to the Plan.

Insider Trading and Market Abuse Laws: By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant acknowledges that, depending on the Participant or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares or rights linked to the value of Shares during such times the Participant is considered to have material non-public information, or “inside information” regarding the Company as defined in the laws or regulations in the Participant’s country of residence (and country of Service, if different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. By electronically accepting this Agreement, the Participant represents that, as of the Grant Date, the Participant is unaware of any material inside information regarding the Company. Furthermore, the Participant could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis), and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any restrictions and the Participant should speak to a personal advisor on this matter.

10.

Imposition of Other Requirements: The Company reserves the right to impose other requirements on the Performance Stock Units, any Shares acquired pursuant to the Performance Stock Units and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable for legal or administrative reasons. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

11.

The Participant understands that the Company and the Employer hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, family size, marital status, sex, beneficiary information, emergency contacts, passport/visa information, age, language skills, driver’s license information, nationality, C.V. (or resume), wage history, references, social insurance number, resident registration number or other identification number, salary, job title, severance contract, current wage and benefit information, personal bank account number, tax-related information, plan or benefit enrollment forms and elections, award or benefit statements, any Shares or directorships in the Company, details of all awards or any other entitlements to Shares awarded, canceled, purchased, vested, unvested or outstanding for purpose of managing and administering the Plan (“Data”).

The Participant understands that Data may be transferred to E*TRADE or any successor plan broker / administrator engaged by the Company (the "Plan Broker") and any third parties assisting in the implementation, administration and management of the Plan including, but not limited to, the Subsidiaries or Affiliates of the Company. These third-party recipients may be located in the Participant’s country of residence (and country of Service, if different) or elsewhere, and the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Company's Human Resources Department.

The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company's Human Resources Department. If the Participant does not consent, or if the Participant later seeks to revoke consent, the Participant’s service status and career will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant purchase rights or administer or maintain such purchase rights. Therefore, the Participant understands that refusing or withdrawing the Participant's consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company's Human Resources Department.

The Participant understands and agrees that the Participant will be unable to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

12.

Nature of the Benefit. The Participant understands and agrees that:

(a)

the Plan is established voluntarily by the Company, it is discretionary in nature and may be amended, modified, suspended or terminated by the Company at any time as provided in the Plan;

(b)

the grant of Performance Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Stock Units, or benefits in lieu of Performance Stock Units, even if Performance Stock Units have been granted repeatedly in the past;

(c)

all decisions with respect to future grants, if any, including, but not limited to, the times when the Performance Stock Units shall be granted and the vesting period will be at the sole discretion of the Company;

(d)

the Participant’s participation in the Plan is voluntary;

(e)

the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(f)

the Performance Stock Units and any underlying Shares are not intended to replace any pension rights or compensation;

(g)

the grant of Performance Stock Units and the underlying Shares are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) with the Employer and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments

(h)

the grant of Performance Stock Units will not be interpreted to form an employment contract with the Employer;

(i)

(j)

no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units under the Plan resulting from the Participant’s termination of Service with the Employer for any reason (for any reason and whether or not in breach of local labor laws and whether or not later found to be invalid).

13.

Country Addendum; Interpretation of Terms; General. The term “Country Addendum” means any document prepared by the Company and which refers to this Agreement and contains additional Performance Stock Unit terms to address matters pertaining to the Participant’s then current country of residence (and country of Service, if different). If the Participant relocates to one of the countries included in the Country Addendum, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons (or the Company may establish alternative terms as may be necessary or advisable to accommodate the Participant’s transfer). The Country Addendum constitutes part of this Agreement. The Committee shall interpret the terms of the Performance Stock Units, this Agreement, the Plan and any Country Addendum, and all determinations by the Committee shall be final and binding. The Company may, without the Participant’s consent, assign all of their respective rights and obligations under the Performance Stock Unit to their respective successors and assigns. Following an assignment to the successor of the Company, as applicable, all references herein to the Board of Directors and Committee shall be references to the board of directors and committee, as applicable, of the successor of the Company. This Agreement, the Plan and any Country Addendum contain the complete agreement between the Company and the Participant concerning the Performance Stock Units, are governed by the laws of the State of Delaware (or the laws stated in an applicable Country Addendum), and may be amended only in writing, signed by an authorized officer of the Company. The Participant will take all actions reasonably requested by the Company to enable the administration of the Performance Stock Units and Plan and/or comply with the local laws and regulations of the Participant’s then current country of residence. No waiver of any breach or condition of this Agreement, the Plan or a Country Addendum shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

14.

Compensation Recoupment Policy. The Performance Stock Units and any Shares issued thereunder shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to the Participant and to awards of this type. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.

15.

Additional Covenants. To the extent enforceable by applicable law, and in consideration of the receipt of the Performance Stock Units granted by this Agreement, the Participant by signing below covenants and agrees to the covenants set out in Exhibit B hereto.

16.

Miscellaneous Provisions

(a)

Rights of a Shareholder of the Company. Prior to settlement of the Performance Stock Units in Shares, neither the Participant nor the Participant’s representative will have any rights as a shareholder of the Company with respect to any Shares underlying the Performance Stock Units. To the extent the Company pays any regular cash dividends to its shareholders, dividend equivalent rights with respect to the Shares will be accumulated and will be satisfied in additional Performance Stock Units that are subject to the same terms and conditions of the applicable Performance Stock Units.

(b)

(c)

Official Language. The official language of this Agreement, the Plan and any Country Addendum is English. Documents or notices not originally written in English shall have no effect until they have been translated into English, and the English translation shall then be the prevailing form of such documents or notices. Any notices or other documents required to be delivered to the Company under this Agreement, shall be translated into English, at the Participant’s expense, and provided promptly to the Company in English. The Company may also request an untranslated copy of such documents.

(d)

(e)

(f)

Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(g)

(h)

(i)

Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement and accepts the Performance Stock Units subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.

(j)

Section 409A. The Performance Stock Units are intended to be short-term deferrals exempt from Section 409A of the Code (“Section 409A”), to the extent applicable, and notwithstanding anything to the contrary herein, the Plan and this Agreement shall be interpreted and administered consistent with such intent, but in the event that any portion of this Award constitutes deferred compensation within the meaning of Section 409A, then the issuance of Shares shall comply with Section 409A. If any provision of the Plan or this Agreement would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on the Participant of a penalty tax under Section 409A, the Committee may modify the terms of the Plan or this Agreement, without the consent of the Participant, in the manner that the Committee may determine to be necessary or advisable to avoid the imposition of such penalty tax. This Section 15(j) does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the Performance Stock Units will not be subject to taxes, interest and penalties under Section 409A. In no event shall the Company be liable for any such taxes, interest or penalties that may be imposed.

Please read the Plan, the Agreement and the Country Addendum carefully as those documents contain important terms and conditions relating to the Performance Stock Units. In order to receive the Performance Stock Units, the Participant must acknowledge and accept the terms and conditions of the Plan and the Agreement electronically using the E*TRADE system. By electronically accepting the Performance Stock Units in the E*TRADE system, the Participant is acknowledging that he / she has reviewed, understood and agrees to the terms of the Plan and the Agreement and the Participant's intent to electronically sign the Agreement. If the Participant does not accept the Performance Stock Units electronically in the E*TRADE system within 120 days of the grant date, the Company will cancel the Performance Stock Units in its entirety, without any requirement to provide notice to the Participant, and it will cease to appear in the Participant's E*TRADE account or otherwise be outstanding. It is solely the Participant's responsibility to accept the Performance Stock Units.

By clicking on the “Accept” button, the Participant confirms having read and understood the documents relating to this grant, including Section 11 of this Agreement entitled Data Privacy, which were provided to you in the English language. The Participant accepts the terms of those documents accordingly.

Authorized Officer

The Participant has signed this Agreement upon electronically acknowledging acceptance with the intent to sign, in accordance with Section 16(h)

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Performance Stock Unit Award Agreement

COUNTRY ADDENDUM

This Country Addendum to the Agreement includes additional terms and conditions that govern the Performance Stock Units and the Participant’s participation in the Plan if the Participant resides and/or works outside of the United States. The information contained in this Country Addendum is based on the securities, exchange control and other laws in effect in the respective countries as of February 2023. If the Participant is a citizen of a country other than that in which the Participant is currently residing and/or working, or is considered a resident of another country for local law purposes, the Country Addendum may not apply, or may not apply in the same manner, to the Participant, as shall be determined by the Company in view of applicable laws and the intent of the Company in granting the Award. Further, if the Participant transfers to another country reflected in this Country Addendum, the additional terms and conditions for such country (if any) will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable for legal or administrative reasons (or the Company may establish alternative terms as may be necessary or advisable to accommodate the Participant’s transfer). Capitalized terms not defined in this Country Addendum but defined in the Agreement or the Plan shall have the same meaning as in the Agreement or the Plan.

AUSTRALIA

Australia Resident Employees. This grant is being made under Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).

Award Conditioned on Satisfaction of Regulatory Obligations. If the Participant is (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary incorporated in Australia and who also is a director of a Subsidiary incorporated outside of Australia, the grant of the Performance Stock Units is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

CANADA

Securities Law Information. The Participant is permitted to sell Shares acquired through the Plan Broker, if any, provided that the resale of such Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed.

Termination Date. Notwithstanding any provisions in the Agreement or the Plan to the contrary, the effective date of the Participant’s termination of Service for purposes of the Performance Stock Units shall be the last day of any statutory notice of termination period required under applicable law but does not include any other period of notice or severance that was, or ought to have been given, in respect of the termination of the Employee’s employment.

Settlement in Shares. Notwithstanding any provisions in the Agreement or the Plan to the contrary, no cash or other property (other than newly issued Shares) shall be issuable or deliverable by the Company upon vesting of the Participant’s Performance Stock Units hereunder. If the aggregate number of Shares issuable to such Participant upon vesting of the Participant’s Performance Stock Units hereunder would otherwise include a fraction of a Share, such number of Shares shall be rounded down to the nearest whole number of Shares.

If the Participant is a resident of Quebec, the following provision applies:

French Language Documents. A French translation of the Agreement, the Country Addendum, the Plan and certain other documents related to the Performance Stock Units will be made available to the Participant as soon as reasonably practicable following the Participant's written request. The Participant understands that, from time to time, additional information related to the Performance Stock Units may be provided in English and such information may not be immediately available in French. However, upon request, the Company will provide a translation of such information into French as soon as reasonably practicable. Notwithstanding anything to the contrary in the Agreement, and unless the Participant indicates otherwise, the French translation of this document and certain other documents related to the Performance Stock Units will govern the Participant's Performance Stock Units and the Participant’s participation in the Plan.

Data Privacy Consent. The following provision supplements Section 11 of the Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain all relevant information regarding the Participant's Performance Stock Units and the Participant's participation in the Plan from all personnel, professional or non-professional, involved with the administration of the Plan. The Participant further authorizes the Company, the Company's subsidiaries and affiliates, the administrator of the Plan and any third party brokers/administrators that are assisting the Company with the operation and administration of the Plan to disclose and discuss the Plan and the Participant's participation in the Plan with their advisors. The Participant further authorizes the Company and the Company's subsidiaries and affiliates to record information regarding the Participant's Performance Stock Units and the Participant's participation in the Plan and to keep such information in the Participant's file. The Participant acknowledges and agree that the Participant's personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges and authorizes the Company, the Company's subsidiaries and affiliates, the administrator of the Plan and any third party brokers/administrators, such as E*TRADE, that are assisting the Company with the operation and administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.

CHINA

The following terms and conditions will apply to the extent that the Company, in its discretion, determines that the Participant's participation in the Plan will

be subject to exchange control requirements in the People’s Republic of China (“PRC”), as implemented by the PRC State Administration of Foreign Exchange (“SAFE”):

Performance Stock Units Conditioned on Satisfaction of Regulatory Obligations. Notwithstanding anything to the contrary in the Agreement or the Plan, no Shares will be issued to the Participant in settlement of the Performance Stock Units unless and until all necessary exchange control or other approvals with respect to the Performance Stock Units granted under the Plan have been obtained from the SAFE or its local counterpart (“SAFE Approval”). In the event that SAFE Approval has not been obtained prior to any date(s) on which the Performance Stock Units is scheduled to vest in accordance with the vesting schedule set forth in the Agreement, any Shares which are contemplated to be issued in settlement of such vested Performance Stock Units shall be held by the Company in escrow on behalf of the Participant until SAFE Approval is obtained.

Shares Must Be Held with Plan Broker. All Shares issued upon settlement of the Performance Stock Units will be deposited into a personal brokerage account established with the Company’s Plan Broker on the Participant's behalf. The Participant understands that the Participant may sell the Shares at any time after they are deposited in such account, however, the Participant may not transfer the Shares out of the brokerage account with the Plan Broker.

Mandatory Sale of Shares Following Termination of Service. The Participant shall be required to sell all Shares acquired upon vesting of the Performance Stock Units no later than six (6) months following the Participant's termination of Service with the Company and its Subsidiaries (or such other period as may be required by the SAFE). If any Shares remain unsold following the designated period following the Participant's termination of Service, the Participant hereby directs, instructs and authorizes the Company to issue sale instructions on the Participant's behalf to the Plan Broker to sell such Shares. The Participant agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Plan Broker) to effectuate the sale of the Shares (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. The Participant acknowledges that neither the Company nor the Plan Broker is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur in the market) and that broker’s fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any broker’s fees or commissions, and any similar expenses of the sale will be remitted to the Participant in accordance with applicable exchange control laws and regulations.

Exchange Control Restrictions. The Participant understands and agrees that, pursuant to local exchange control requirements, the Participant will be required immediately to repatriate to China the proceeds from the sale of any Shares acquired under the Plan. The Participant further understands that such repatriation of proceeds may be effected through a special bank account established by the Company or its Subsidiaries and Affiliates, and the Participant hereby consents and agrees that proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on the Participant's behalf prior to being delivered to the Participant and that no interest shall be paid with respect to funds held in such account. The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to the Participant in U.S. dollars, the Participant understands that a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account. If the proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the net proceeds are converted into local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Administration. The Company shall not be liable for any costs, fees, lost interest or dividends or other losses the Participant may incur or suffer resulting from the enforcement of the terms of this Country Addendum or otherwise from the Company’s operation and enforcement of the Plan, the Agreement and the Performance Stock Units in accordance with Chinese law including, without limitation, any applicable SAFE rules, regulations and requirements.

GERMANY

No country-specific provisions.

IRELAND

No country-specific provisions.

INDIA

No country-specific provisions.

MAURITIUS

No country-specific provisions.

MALAYSIA

No country-specific provisions.

NEW ZEALAND

1. Securities Law Notice.

WARNING: This is an offer of Performance Stock Units which, upon vesting and settlement in accordance with the terms of the Plan and the Agreement, will be converted into Shares. Shares provide the Participant with a stake in the ownership of the Company. the Participant may receive a return on any Shares acquired under the Plan if dividends are paid.

The Shares are quoted on the New York Stock Exchange under the symbol "CDAY". This means that if Participant acquires Shares under the Plan, the Participant may be able to sell them on the New York Stock Exchange if there are interested buyers. The price will depend on the demand for the Shares.

PHILIPPINES

Securities Law Information. The Participant will not be able to acquire Shares upon vesting and settlement of the Participant's Performance Stock Units unless the vesting/issuance of Shares complies with all applicable laws and regulations as determined by the Company. The Company assumes no liability if the Participant’s Performance Stock Units cannot be vested and will not provide the Participant with any benefits/compensation in lieu of the Performance Stock Units. If the Participant acquires Shares upon vesting and settlement of the Performance Stock Units, the Participant is permitted to dispose of or sell such Shares, provided the offer and resale of the Shares takes place outside of the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange in the United States of America.

SINGAPORE

Sale Restriction on Shares. Shares received upon vesting of the Performance Stock Units are accepted as a personal investment. In the event that the Performance Stock Units vest and Shares are issued to the Participant (or the Participant's heirs) within six (6) months of the Grant Date, the Participant (or the Participant's heirs) expressly agrees that the Shares will not be offered to the public or otherwise disposed of prior to the six (6)-month anniversary of the Grant Date, unless such sale or offer is made pursuant to the exemption under Part XIII Division I Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the conditions of, any other applicable provision(s) of the SFA.

Private Placement. The grant of the Performance Stock Units is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore and is not regulated by any financial supervisory authority pursuant to any legislation in Singapore. Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. The Participant should note that the Performance Stock Units are subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares subject to the grant in Singapore, unless such sale or offer is made (i) after six (6) months from the Grant Date or (ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

UNITED KINGDOM

Responsibility for Taxes. The following provision supplements Section 4 of the Agreement:

The Participant agrees to be liable for any Tax-Related Items and hereby covenants to pay any such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.

***********************************************************

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Performance Stock Unit Award Agreement

EXHIBIT A - PERFORMANCE METRICS

************************************************

EXHIBIT B

Restrictive Covenants

Participant covenants and agrees that while providing service to the Company or any Subsidiary and for one (1) year following Participant’s separation from Service (whether initiated by Participant or the Company) (the “Non-Compete Period”), Participant shall not:

During the Non-Compete Period, if Participant intends to seek any employment, consulting or ownership relationship that might violate these covenants, Participant shall provide the Company at least 30 days advance written notice of that intended change. The Company may in its reasonable and sole discretion determine whether or not that intended change would violate these covenants, and shall promptly notify Participant of that determination. In addition to the Company’s other remedies available under applicable law, the Option will expire and be forfeited if Participant breaches the restrictions in these covenants.

EX-10.6 6 cday-ex10_6.htm EX-10.6 EX-10.6

Exhibit 10.6

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Performance Stock Unit Award Agreement

Voidable if Not Electronically Signed
La version française de ce message suit la version anglaise

Employee Name/Nom de l’employé: %%FIRST_NAME%-% %%LAST_NAME%-%

Employee ID No./ Matricule: %%EMPLOYEE_IDENTIFIER%-%

Grant Date/ Date d’attribution: %%OPTION_DATE,'Month DD, YYYY'%-%

Target Performance Stock Units/Nombre d'unités d'actions temporairement incessibles: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%

Performance Period:

RECITALS

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:

1.Grant of Performance Stock Unit Award. The Company hereby grants to the Participant the above-designated target number of Performance Stock Units (the “Target Performance Stock Units”) on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan. For purposes of this Agreement, "Employer" means the Company, or if different, the Subsidiary to which the Participant provides Service. Each Performance Stock Unit represents a contractual right to receive one (1) Share upon the satisfaction of the terms and conditions of this Agreement. The actual number of Performance Stock Units that may become vested and settled pursuant to this Agreement will depend on the achievement of the performance metrics defined and reflected in Exhibit A to this Agreement (the "Performance Metrics") during the Performance Period. The number of Target Performance Stock Units shall be apportioned to each Performance Metric as provided in Exhibit A to this Agreement.

2.Vesting and Forfeiture of Performance Stock Units.

(a)Normal Vesting. Subject to the terms and conditions set forth in the Plan and this Agreement, the Award shall vest with respect to the Target Performance Stock Units, if any, as determined pursuant to the terms of Exhibit A, which is incorporated by reference herein and made a part of this Agreement; provided that (except as set forth in Sections 2(b) - 2(e) below) the Award shall not vest with respect to any Performance Stock Units under the terms of this Agreement unless the Participant remains in Service from the Grant Date through the later of (i) the date on which the Committee determines the actual number of Performance Stock Units that vest pursuant to the achievement of the Performance Metrics (the “Certification Date”), or (ii) the vesting date pursuant to the terms of Exhibit A. The Committee shall determine the actual number of Performance Stock Units that vest pursuant to the achievement of the Performance Metrics and such determination shall be final and conclusive. Until the Committee has made such a determination, none of the Performance Metrics will be considered to have been satisfied and the Participant shall have no vested interest in the Performance Stock Units. The Committee shall complete the certification no later than three (3) calendar months following the last day of the Performance Period (the "Certification Deadline"). If the Committee does not complete the certification by the Certification Deadline, the Participant shall not vest in any portion of the Target Performance Stock Units and the Target Performance Stock Units immediately shall be forfeited.

(b)Death. In the event of the Participant's termination of continuous Service due to death, the Target Performance Stock Units shall become vested as of the date of the Participant's death.

(c)Retirement. In the event the Participant's termination of continuous Service due to Retirement and to the extent the vesting period exceeds one (1) year, the Earned Percentage of the Target Performance Stock Units shall become vested as of the date of the Participant's termination of continuous Service due to Retirement. For purposes of this Agreement, “Retirement” shall mean a Participant's voluntary or involuntary termination of continuous Service without Cause upon (i) the attainment of age 65; and (ii) the completion of 10 years of continuous Service with the Company or its Subsidiaries. Further, the “Earned Percentage” shall mean a fraction, the numerator of which shall be the number of whole months the Participant remained in continuous Service during the Performance Period and the denominator of which shall be the number of whole months in the Performance Period.

(d)Involuntary Termination of Service. In the event of the Participant's involuntary termination of continuous Service without Cause and for reasons other than Death or Retirement, and to the extent the vesting period exceeds one (1) year, the Earned Percentage of the Target Performance Stock Units shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause. Further, the “Earned Percentage” shall mean a fraction, the numerator of which shall be the number of whole months the Participant remained in continuous Service during the Performance Period and the denominator of which shall be the number of whole months in the Performance Period.

(e)Termination of Service. In the event of the Participant's termination of continuous Service for reasons other than as provided in Sections 2(b), 2(c) and 2(d), the Target Performance Stock Units shall be forfeited as of the date of the Participant's termination of continuous Service. Without limiting the generality of the foregoing and for the sake of clarity, any Shares (and any resulting proceeds) previously acquired pursuant to the Performance Stock Units will continue to be subject to Section 13.2 (Termination for Cause) and 13.3 (Right of Recapture) of the Plan.

3.Settlement. The Company shall deliver to the Participant, within forty-five (45) days of the later of (a) the Certification Date, or (b) the vesting date pursuant to the terms of Exhibit A, a number of whole Shares equal to the aggregate number of Performance Stock Units that vest as of such date, rounded to the nearest whole Share (no fractional Shares or cash in lieu of fractional Shares will be delivered). The Company may deliver such Shares either through book entry accounts held by, or in the name of, the Participant or cause to be issued a certificate or certificates representing the number of Shares to be issued in respect of the Performance Stock Units, registered in the name of the Participant. Notwithstanding the foregoing, the Performance Stock Units may be settled in the form of: (a) cash, to the extent settlement in Shares (i) is prohibited under applicable laws, (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and country of Service, if different), or (iii) is administratively burdensome; or (b) Shares, but the Company may require the Participant to immediately sell such Shares if necessary to comply with applicable laws (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Shares on the Participant's behalf).

4.Responsibility for Taxes.

(i)make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Participant’s participation in the Plan, including, but not limited to, the grant of Performance Stock Units, the vesting of Performance Stock Units, the subsequent sale of Shares purchased under the Plan and the receipt of any dividends;

(ii)do not commit to and are under no obligation to structure the terms of the Performance Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result; and

(iii)if the Participant has become subject to tax in more than one jurisdiction between the date the Performance Stock Units are granted and the date of any relevant taxable or tax withholding event, the Participant acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) In connection with the relevant taxable or taxable withholding event, as applicable:

(i) For any Participant who at the time of vesting of the Performance Stock Units is (i) subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), (ii) an Insider (as defined in the Company’s Insider Trading and Tipping Policy) subject to quarterly trading restrictions, or (iii) subject to any other Company trading restrictions (collectively, a "Company Insider"), each of them expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Performance Stock Units shall be satisfied by the Company withholding a sufficient number of whole Shares (or cash payment) otherwise issuable upon vesting of the Performance Stock Units that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to such amount ("Net Share Issuance Tax Withholding Method"). For purposes of the foregoing, (i) the Participant shall be deemed to have been issued the full number of Shares otherwise issuable on the applicable vesting date, notwithstanding that a number of whole Shares are held back to satisfy the Tax-Related Items required to be withheld and (ii) the Company or the Employer may determine the amount of Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum withholding rates.

(ii) For any Participant who is not a Company Insider, each of them expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Performance Stock Units shall be satisfied via the sale by the Plan Broker (as defined below) of a sufficient number of whole Shares otherwise issuable to the Participant upon vesting of the Performance Stock Units (the "STC Tax Withholding Method"). For purposes of the foregoing, (i) the STC Tax Withholding Method only may be used to satisfy any Tax-Related Items for a Participant who is not a Company Insider until 30 days following the date of this Agreement and (ii) the STC Tax Withholding Method may not be used to satisfy any Tax-Related Items for a Company Insider.

The Company or the Employer may refuse to honor the vesting of the Performance Stock Units, or refuse to deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.

5.Change of Control. Notwithstanding anything in this Agreement to the contrary, upon a Change of Control where the Performance Stock Units are assumed, continued or substituted by the acquiring/surviving corporation, in the event of the Participant's involuntary termination of continuous Service without Cause within 12 months of the effective date of the Change of Control, the Target Performance Stock Units shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause. In the event of a Change of Control in which the Performance Stock Units are not assumed, continued, or substituted by the acquiring/surviving corporation, the Target Performance Stock Units shall immediately vest in full as of the effective date of such Change of Control and the vested Performance Stock Units shall be settled in accordance with Section 3 of this Agreement.

6.Compliance with Laws. If the Participant is a resident or providing Service outside of the United States, as a condition of participation, the Participant agrees to repatriate all payments attributable to the Shares or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares acquired under the Plan) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of Service, if different ). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and the Employer, as may be required to allow the Company and the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of Service, if different ). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of Service, if different).

7.Private Placement. If the Participant is a resident or providing Service outside of the United States, the Performance Stock Units are not intended to be a public offering of securities in the Participant’s country of residence (or country of Service, if different). The Company has not submitted a registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Performance Stock Units are not subject to the supervision of local securities authorities.

8.No Advice Regarding Participation. No employee of the Company or its Subsidiaries is permitted to advise the Participant regarding participation in the Plan. The Participant should consult with the Participant’s qualified personal tax, legal and financial advisors before taking any action related to the Plan.

9.Insider Trading and Market Abuse Laws: By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant acknowledges that, depending on the Participant or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares or rights linked to the value of Shares during such times the Participant is considered to have material non-public information, or “inside information” regarding the Company as defined in the laws or regulations in the Participant’s country of residence (and country of Service, if different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. By electronically accepting this Agreement, the Participant represents that, as of the Grant Date, the Participant is unaware of any material inside information regarding the Company. Furthermore, the Participant could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis), and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any restrictions and the Participant should speak to a personal advisor on this matter.

10.Imposition of Other Requirements: The Company reserves the right to impose other requirements on the Performance Stock Units, any Shares acquired pursuant to the Performance Stock Units and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable for legal or administrative reasons. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

The Participant understands that the Company and the Employer hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, family size, marital status, sex, beneficiary information, emergency contacts, passport/visa information, age, language skills, driver’s license information, nationality, C.V. (or resume), wage history, references, social insurance number, resident registration number or other identification number, salary, job title, severance contract, current wage and benefit information, personal bank account number, tax-related information, plan or benefit enrollment forms and elections, award or benefit statements, any Shares or directorships in the Company, details of all awards or any other entitlements to Shares awarded, canceled, purchased, vested, unvested or outstanding for purpose of managing and administering the Plan (“Data”).

The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Company's Human Resources Department.

The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company's Human Resources Department. If the Participant does not consent, or if the Participant later seeks to revoke consent, the Participant’s service status and career will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant purchase rights or administer or maintain such purchase rights. Therefore, the Participant understands that refusing or withdrawing the Participant's consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company's Human Resources Department.

Finally, upon request of the Company or the Employer, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country of residence (and country of Service, if different ), either now or in the future. The Participant understands and agrees that the Participant will be unable to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

12.Nature of the Benefit. The Participant understands and agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and may be amended, modified, suspended or terminated by the Company at any time as provided in the Plan;

(b)the grant of Performance Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Stock Units, or benefits in lieu of Performance Stock Units, even if Performance Stock Units have been granted repeatedly in the past;

(c)all decisions with respect to future grants, if any, including, but not limited to, the times when the Performance Stock Units shall be granted and the vesting period will be at the sole discretion of the Company;

(d)the Participant’s participation in the Plan is voluntary;

(e)the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(f)the Performance Stock Units and any underlying Shares are not intended to replace any pension rights or compensation;

(g)the grant of Performance Stock Units and the underlying Shares are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) with the Employer and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments

(h)the grant of Performance Stock Units will not be interpreted to form an employment contract with the Employer;

(i)the Company and the Employer are not liable for any exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Shares or any amounts due pursuant to settlement or the subsequent sale of any Shares; and

(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units under the Plan resulting from the Participant’s termination of Service with the Employer for any reason (for any reason and whether or not in breach of local labor laws and whether or not later found to be invalid).

13.Country Addendum; Interpretation of Terms; General. The term “Country Addendum” means any document prepared by the Company and which refers to this Agreement and contains additional Performance Stock Unit terms to address matters pertaining to the Participant’s then current country of residence (and country of Service, if different). If the Participant relocates to one of the countries included in the Country Addendum, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons (or the Company may establish alternative terms as may be necessary or advisable to accommodate the Participant’s transfer). The Country Addendum constitutes part of this Agreement. The Committee shall interpret the terms of the Performance Stock Units, this Agreement, the Plan and any Country Addendum, and all determinations by the Committee shall be final and binding. The Company may, without the Participant’s consent, assign all of their respective rights and obligations under the Performance Stock Unit to their respective successors and assigns. Following an assignment to the successor of the Company, as applicable, all references herein to the Board of Directors and Committee shall be references to the board of directors and committee, as applicable, of the successor of the Company. This Agreement, the Plan and any Country Addendum contain the complete agreement between the Company and the Participant concerning the Performance Stock Units, are governed by the laws of the State of Delaware (or the laws stated in an applicable Country Addendum), and may be amended only in writing, signed by an authorized officer of the Company. The Participant will take all actions reasonably requested by the Company to enable the administration of the Performance Stock Units and Plan and/or comply with the local laws and regulations of the Participant’s then current country of residence. No waiver of any breach or condition of this Agreement, the Plan or a Country Addendum shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

14.Compensation Recoupment Policy. The Performance Stock Units and any Shares issued thereunder shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to the Participant and to awards of this type. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.

15.Additional Covenants. To the extent enforceable by applicable law, and in consideration of the receipt of the Performance Stock Units granted by this Agreement, the Participant by signing below covenants and agrees to the covenants set out in Exhibit B hereto.

16.Miscellaneous Provisions

(a)Rights of a Shareholder of the Company. Prior to settlement of the Performance Stock Units in Shares, neither the Participant nor the Participant’s representative will have any rights as a shareholder of the Company with respect to any Shares underlying the Performance Stock Units. To the extent the Company pays any regular cash dividends to its shareholders, dividend equivalent rights with respect to the Shares will be accumulated and will be satisfied in additional Performance Stock Units that are subject to the same terms and conditions of the applicable Performance Stock Units.

(c)Official Language. The official language of this Agreement, the Plan and any Country Addendum is English. Documents or notices not originally written in English shall have no effect until they have been translated into English, and the English translation shall then be the prevailing form of such documents or notices. Any notices or other documents required to be delivered to the Company under this Agreement, shall be translated into English, at the Participant’s expense, and provided promptly to the Company in English. The Company may also request an untranslated copy of such documents.

(f)Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(i)Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement and accepts the Performance Stock Units subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.

(j)Section 409A. The Performance Stock Units are intended to be short-term deferrals exempt from Section 409A of the Code (“Section 409A”), to the extent applicable, and notwithstanding anything to the contrary herein, the Plan and this Agreement shall be interpreted and administered consistent with such intent, but in the event that any portion of this Award constitutes deferred compensation within the meaning of Section 409A, then the issuance of Shares shall comply with Section 409A. If any provision of the Plan or this Agreement would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on the Participant of a penalty tax under Section 409A, the Committee may modify the terms of the Plan or this Agreement, without the consent of the Participant, in the manner that the Committee may determine to be necessary or advisable to avoid the imposition of such penalty tax. This Section 15(j) does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the Performance Stock Units will not be subject to taxes, interest and penalties under Section 409A. In no event shall the Company be liable for any such taxes, interest or penalties that may be imposed.

Authorized Officer

The Participant has signed this Agreement upon electronically acknowledging acceptance with the intent to sign, in accordance with Section 16(h)

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Performance Stock Unit Award Agreement

COUNTRY ADDENDUM

AUSTRALIA

1.Australia Resident Employees. This grant is being made under Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).

2.Award Conditioned on Satisfaction of Regulatory Obligations. If the Participant is (a) a director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary incorporated in Australia and who also is a director of a Subsidiary incorporated outside of Australia, the grant of the Performance Stock Units is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.

3.Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

CANADA

1.Securities Law Information. The Participant is permitted to sell Shares acquired through the Plan Broker, if any, provided that the resale of such Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed.

2.Termination Date. Notwithstanding any provisions in the Agreement or the Plan to the contrary, the effective date of the Participant’s termination of Service for purposes of the Performance Stock Units shall be the last day of any statutory notice of termination period required under applicable law but does not include any other period of notice or severance that was, or ought to have been given, in respect of the termination of the Employee’s employment.

If the Participant is a resident of Canada for purposes of the Income Tax Act (Canada), or is subject to taxation in Canada in respect of the Participant's Performance Stock Units, the following provisions apply:

3.Settlement. Notwithstanding any provisions in the Agreement or the Plan to the contrary, prior to the date that is ten years after the applicable Grant Date (the “Expiry Date”), all or any number of vested Performance Stock Units held by such Participant may be converted by the Participant to Shares at the option of the Participant after each Vesting Date. This right may be exercised by delivering an electronically executed notice of conversion (a “Conversion Notice”) in such form, manner and timeframe required by Ceridian. The Conversion Notice shall state the number of vested Performance Stock Units such Participant wishes to convert into Shares. As soon as practical following receipt of the Conversion Notice, the Company shall issue and deliver to such Participant a number of Shares equal to the aggregate number of Performance Stock Units so exercised in settlement thereof. Any Performance Stock Units in respect of which the Participant has not provided a Conversion Notice prior to the Expiry Date will be forfeited and cancelled for no consideration.

4.Settlement in Shares. Notwithstanding any provisions in the Agreement or the Plan to the contrary, no cash or other property (other than newly issued Shares) shall be issuable or deliverable by the Company upon vesting of the Participant’s Performance Stock Units hereunder. If the aggregate number of Shares issuable to such Participant upon vesting of the Participant’s Performance Stock Units hereunder would otherwise include a fraction of a Share, such number of Shares shall be rounded down to the nearest whole number of Shares.

If the Participant is a resident of Quebec, the following provision applies:

5.French Language Documents. A French translation of the Agreement, the Country Addendum, the Plan and certain other documents related to the Performance Stock Units will be made available to the Participant as soon as reasonably practicable following the Participant's written request. The Participant understands that, from time to time, additional information related to the Performance Stock Units may be provided in English and such information may not be immediately available in French. However, upon request, the Company will provide a translation of such information into French as soon as reasonably practicable. Notwithstanding anything to the contrary in the Agreement, and unless the Participant indicates otherwise, the French translation of this document and certain other documents related to the Performance Stock Units will govern the Participant's Performance Stock Units and the Participant’s participation in the Plan.

6.Data Privacy Consent. The following provision supplements Section 11 of the Agreement:

CHINA

1.Performance Stock Units Conditioned on Satisfaction of Regulatory Obligations. Notwithstanding anything to the contrary in the Agreement or the Plan, no Shares will be issued to the Participant in settlement of the Performance Stock Units unless and until all necessary exchange control or other approvals with respect to the Performance Stock Units granted under the Plan have been obtained from the SAFE or its local counterpart (“SAFE Approval”). In the event that SAFE Approval has not been obtained prior to any date(s) on which the Performance Stock Units is scheduled to vest in accordance with the vesting schedule set forth in the Agreement, any Shares which are contemplated to be issued in settlement of such vested Performance Stock Units shall be held by the Company in escrow on behalf of the Participant until SAFE Approval is obtained.

2.Shares Must Be Held with Plan Broker. All Shares issued upon settlement of the Performance Stock Units will be deposited into a personal brokerage account established with the Company’s Plan Broker on the Participant's behalf. The Participant understands that the Participant may sell the Shares at any time after they are deposited in such account, however, the Participant may not transfer the Shares out of the brokerage account with the Plan Broker.

3.Mandatory Sale of Shares Following Termination of Service. The Participant shall be required to sell all Shares acquired upon vesting of the Performance Stock Units no later than six (6) months following the Participant's termination of Service with the Company and its Subsidiaries (or such other period as may be required by the SAFE). If any Shares remain unsold following the designated period following the Participant's termination of Service, the Participant hereby directs, instructs and authorizes the Company to issue sale instructions on the Participant's behalf to the Plan Broker to sell such Shares. The Participant agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Plan Broker) to effectuate the sale of the Shares (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. The Participant acknowledges that neither the Company nor the Plan Broker is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur in the market) and that broker’s fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any broker’s fees or commissions, and any similar expenses of the sale will be remitted to the Participant in accordance with applicable exchange control laws and regulations.

4.Exchange Control Restrictions. The Participant understands and agrees that, pursuant to local exchange control requirements, the Participant will be required immediately to repatriate to China the proceeds from the sale of any Shares acquired under the Plan. The Participant further understands that such repatriation of proceeds may be effected through a special bank account established by the Company or its Subsidiaries and Affiliates, and the Participant hereby consents and agrees that proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on the Participant's behalf prior to being delivered to the Participant and that no interest shall be paid with respect to funds held in such account. The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to the Participant in U.S. dollars, the Participant understands that a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account. If the proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the net proceeds are converted into local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

enforcement of the Plan, the Agreement and the Performance Stock Units in accordance with Chinese law including, without limitation, any applicable SAFE rules, regulations and requirements.

GERMANY

No country-specific provisions.

IRELAND

No country-specific provisions.

INDIA

No country-specific provisions.

MALAYSIA

No country-specific provisions.

MAURITIUS

No country-specific provisions.

NEW ZEALAND

1. Securities Law Notice.

PHILIPPINES

2.Securities Law Information. The Participant will not be able to acquire Shares upon vesting and settlement of the Participant's Performance Stock Units unless the vesting/issuance of Shares complies with all applicable laws and regulations as determined by the Company. The Company assumes no liability if the Participant’s Performance Stock Units cannot be vested and will not provide the Participant with any benefits/compensation in lieu of the Performance Stock Units. If the Participant acquires Shares upon vesting and settlement of the Performance Stock Units, the Participant is permitted to dispose of or sell such Shares, provided the offer and resale of the Shares takes place outside of the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange in the United States of America.

SINGAPORE

1.Sale Restriction on Shares. Shares received upon vesting of the Performance Stock Units are accepted as a personal investment. In the event that the Performance Stock Units vest and Shares are issued to the Participant (or the Participant's heirs) within six (6) months of the Grant Date, the Participant (or the Participant's heirs) expressly agrees that the Shares will not be offered to the public or otherwise disposed of prior to the six (6)-month anniversary of the Grant Date, unless such sale or offer is made pursuant to the exemption under Part XIII Division I Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the conditions of, any other applicable provision(s) of the SFA.

2.Private Placement. The grant of the Performance Stock Units is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore and is not regulated by any financial supervisory authority pursuant to any legislation in Singapore. Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. The Participant should note that the Performance Stock Units are subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares subject to the grant in Singapore, unless such sale or offer is made (i) after six (6) months from the Grant Date or (ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

UNITED KINGDOM

1.Responsibility for Taxes. The following provision supplements Section 4 of the Agreement:

***********************************************************

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Performance Stock Unit Award Agreement

EXHIBIT A - PERFORMANCE METRICS

**************************************************

EXHIBIT B

Restrictive Covenants

During the Non-Compete Period, if Participant intends to seek any employment, consulting or ownership relationship that might violate these covenants, Participant shall provide the Company at least 30 days advance written notice of that intended change. The Company may in its reasonable and sole discretion determine whether or not that intended change would violate these covenants, and shall promptly notify Participant of that determination. In addition to the Company’s other remedies available under applicable law, the Option will expire and be forfeited if Participant breaches the restrictions in these covenants.

EX-31.1 7 cday-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David D. Ossip, certify that:

I have reviewed this quarterly report on Form 10-Q of Ceridian HCM Holding Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023


By:		/s/ David D. Ossip
		David D. Ossip Chief Executive Officer

EX-31.2 8 cday-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Noémie C. Heuland, certify that:

I have reviewed this quarterly report on Form 10-Q of Ceridian HCM Holding Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023

By:

/s/ Noémie C. Heuland

Noémie C. Heuland 
Executive Vice President and
Chief Financial Officer

EX-32.1 9 cday-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting Chief Executive Officer of Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and hereby further certifies to the best of his knowledge as follows.

The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: November 13, 2023


By:		/s/ David D. Ossip
		David D. Ossip
		Chief Executive Officer

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Ceridian HCM Holding Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

EX-32.2 10 cday-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that she is the duly appointed and acting Executive Vice President and Chief Financial Officer of Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.

The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite her signature below.

Date: November 13, 2023


By:		/s/ Noémie C. Heuland
		Noémie C. Heuland
		Executive Vice President and Chief Financial Officer