Performance-Based Stock Option Award Agreement dated May 8, 2020 by and between Ceridian HCM Holding Inc. and David Ossip

Exhibit 10.2

NOTIFICATION OF PERFORMANCE-BASED OPTION GRANT FOR PURCHASE OF COMMON STOCK OF

CERIDIAN HCM HOLDING INC.

pursuant to the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (“Plan”)

1. Option and Exercise Price.  When signed and returned by the above-named individual and countersigned by Ceridian HCM Holding Inc.(“Ceridian”), this Notice certifies that on the above-designated grant date (“Grant Date”), Ceridian granted to the above-named individual (“Optionee”) the performance-based option (the “Option”) to purchase, when vested and exercisable as described in this Notice and the Plan, all or any portion of the above-designated number of shares (“Shares”) of common stock, par value $0.01 per share (“Stock”) of Ceridian, for the above-designated exercise price per Share, subject to adjustment as set forth in the Plan (the “Exercise Price”).  The Exercise Price is equal to the Fair Market Value of a Share on the Grant Date.  The Option is governed by this Notice and the Plan (a copy of the Plan has been provided to Optionee).  Capitalized terms not defined in this Notice (including on the Country Addendum and Exhibits) are defined in the Plan.  The Option is intended to be a Nonqualified Stock Option.  For purposes of this Notice, "Employer" means, to the extent Optionee is not employed by Ceridian, the Subsidiary that employs Optionee.

2.Performance-Based Vesting of Option and Acceleration of Vesting.  During the Option Period (as defined below), the Option will vest and become exercisable upon the achievement of the performance goals set out in Exhibit A and subject to Optionee’s continued Service to the Employer or Ceridian during the Vesting Period.  Upon Optionee's termination of Service (a) due to death or Disability, (b) without Cause, or (c) for Good Reason, or upon a Change in Control, the Option will vest and become exercisable as set out in Exhibit A.  Upon Optionee’s termination of Service for any other reason, the unvested portion of the Option immediately and automatically will be forfeited without further consideration.

3. Option Period and Forfeiture.  The Option expires ten years after the Grant Date, unless terminated earlier as follows (the “Option Period”):  (a) if Optionee’s Service terminates for Cause, the vested portion of the Option expires immediately; and (b) if Optionee’s Service terminates other than for Cause, the vested portion of the Option expires (a) 12 months following Optionee's termination of Service due to death or Disability, (b) 90 days following Optionee's termination of Service other than due to death or Disability; provided, the Option shall automatically expire in its entirety (whether or not vested) effective as of the date Optionee breaches the terms and conditions of the Plan or this Notice.  

4.Exercise of Option.  Before the end of the Option Period, all or a portion of the vested portion of the Option can be exercised to acquire a whole number of Shares under the Plan by Optionee (or in the case of Optionee’s termination of Service due to death or Disability, by Optionee’s representative) by delivering an electronically executed notice of exercise (an "Exercise Notice") in such form, manner and timeframe required by Ceridian.  The Exercise Notice shall state the whole number of Shares under the Option being exercised and shall be accompanied by full payment of the Exercise Price for each such Option (collectively, the “Aggregate Exercise Price”) and any applicable Tax-Related Items (as defined below) required to be withheld (in such form of payment as permitted in Section 5) for each of those Shares, and contain Optionee’s agreement to comply with the terms of this Notice and the Plan.

5. Payment of Aggregate Exercise Price and Withholdings.  Optionee may pay the Aggregate Exercise Price and any applicable Tax-Related Items required to be withheld as follows:

For the sake of clarity, the Exercise Price is payable in United States dollars. At its sole election, Ceridian or the Committee may limit the number of options described above for Optionee to pay the Aggregate Exercise Price and any applicable Tax-Related Items required to be withheld.

6.Issuance of Shares.  After all requirements with respect to the exercise of all or a portion of the Option have been satisfied, the Committee will cause the Shares as to which the Option or portion thereof has been exercised to be issued (or, in the Committee’s discretion, in un-certificated form, upon the books of Ceridian’s transfer agent), registered in the name of the person exercising the Option or portion thereof (or in the names of such person and his or her spouse as community property or as joint tenants with right of survivorship).  Neither Ceridian nor the Committee will be liable to Optionee or any other person for damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.

7.Tax Matters and Withholdings.  Regardless of any action Ceridian 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 Optionee’s participation in the Plan and legally applicable to Optionee or deemed by Ceridian or the Employer to be an appropriate charge to Optionee even if technically due by Ceridian or the Employer (the “Tax-Related Items”), Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed the amount actually withheld by Ceridian or the Employer, if any.  Optionee further acknowledges and agrees that Ceridian and/or the Employer:

•make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Optionee’s participation in the Plan, including, but not limited to, the grant of the Option, the exercise of the Option, the subsequent sale of any Shares acquired pursuant to the Option and the receipt of any dividends;

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

•if Optionee has become subject to tax in more than one jurisdiction between the date the Option is granted and the date of any relevant taxable or tax withholding event, Optionee acknowledges that Ceridian and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or taxable withholding event, as applicable, Optionee agrees to pay or make adequate arrangements satisfactory to Ceridian and/or the Employer to satisfy all Tax-Related Items required to be withheld. In this regard, Optionee authorizes Ceridian and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items required to be withheld by one or a combination of the following:  

•requiring payment of any Tax-Related Items required to be withheld with payment of the Aggregate Exercise Price;

•withholding from Optionee’s wages or other cash compensation paid to Optionee by Ceridian or the Employer;

•withholding from the proceeds from the sale of Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by Ceridian (on Optionee’s behalf pursuant to this authorization);

•having Ceridian withhold a number of whole Shares that Optionee otherwise would have received upon exercise of the Option, provided, that if Optionee is subject to Section 16 of the Exchange Act, such withholding of Shares shall be approved in advance by the Committee; or

•any other arrangement satisfactory to Ceridian or the Employer regarding payment of such Tax-Related Items.

Depending on the withholding method, Ceridian or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates (as determined by Ceridian or the Employer in good faith and in its sole discretion) or other applicable withholding rates.

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

8. Adjustments.  The Option will be subject to adjustments as provided in Section 4.5 of Plan.  

9. Securities Law Restrictions.  Regardless of whether the offering and sale of Stock under the Plan have been registered under the U.S. Securities Act of 1933, as amended (“Securities Act”) or have been registered or qualified under the securities laws of any state, province or other jurisdiction, the Board of Directors, at its sole discretion, may impose restrictions upon the sale, pledge or other transfer of the Shares (including the placement of appropriate legends on stock certificates and/or the imposition of stop-transfer instructions) if, in the judgment of the Board of Directors, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws or other laws of any state, province or other jurisdiction.   Such restrictions may be in addition to the restrictions set forth in the applicable shareholders agreement in effect with any shareholders of Ceridian.

10.Compliance with Laws. If Optionee is resident, employed or provides services outside of the United States, Optionee 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 Optionee’s country of residence (and country of employment or service, if different). In addition, Optionee agrees to take any and all actions, and consents to any and all actions taken by Ceridian and the Employer, as may be required to allow Ceridian and the Employer to comply with local laws, rules and regulations in Optionee’s country of residence (and country of employment, if different). Finally, Optionee agrees to take any and all actions as may be required to comply with Optionee’s personal legal and tax obligations under local laws, rules and regulations in Optionee's country of residence (and country of employment, if different).

11.Private Placement. If Optionee is resident outside the United States, the Option is not intended to be a public offering of securities in Optionee’s country of residence (and country of employment or service, if different). Ceridian has not submitted a registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Option is not subject to the supervision of local securities authorities.

12.No Advice Regarding Participation. No employee of Ceridian or its Subsidiaries is permitted to advise Optionee regarding Optionee's participation in the Plan including the exercise or sale of Shares. Optionee should consult with Optionee's own qualified personal tax, legal and financial advisors before taking any action related to the Plan.

13.Insider Trading and Market Abuse Laws. By participating in the Plan, Optionee agrees to comply with Ceridian’s policy on insider trading (to the extent that it is applicable to Optionee). Optionee acknowledges that, depending on Optionee or Optionee’s broker’s country of residence or where the Shares are listed, Optionee may be subject to insider trading restrictions and/or market abuse laws that may affect Optionee’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 Optionee is considered to have “inside information” regarding Ceridian as defined in the laws or regulations in Optionee’s country of residence (and country of employment or service, if different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Optionee placed before he or she possessed inside information. Furthermore, Optionee 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 Ceridian insider trading policy. Optionee acknowledges that it is Optionee’s responsibility to comply with any restrictions and Optionee should consult with Optionee's personal advisor on this matter.

14.Imposition of Other Requirements. Ceridian reserves the right to impose other requirements on the Option, any Shares acquired pursuant to the Option and Optionee’s participation in the Plan to the extent Ceridian 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 Optionee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

15.Data Privacy.  Ceridian is located at 3311 East Old Shakopee Road, Bloomington, MN 55425, U.S.A. and grants the Option under the Plan to Optionee in its sole discretion. In conjunction with Ceridian’s grant of the Option under the Plan and its ongoing administration of such awards, Ceridian is providing the following information about its data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the Option, Optionee expressly and explicitly consents to the Personal Data Activities as described herein.

a.Data Collection and Usage. Ceridian collects, processes and uses Optionee’s personal data, including Optionee’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any Shares or directorships held in Ceridian, and details of all Options or any other awards granted, canceled, exercised, vested, or outstanding in Optionee’s favor, which Ceridian receives from Optionee or the Employer. In granting the Option under the Plan, Ceridian will collect, process and use Optionee’s personal data for purposes of allocating Shares and implementing, administering and managing the Plan. Depending on applicable country-specific requirements as further identified in the Addendum, Ceridian’s legal basis for the collection, processing and usage of Optionee’s personal data may be for Ceridian’s legitimate business purpose, which includes the performance of an employment related contract for compensation and benefits, and/or Optionee’s consent.

b.Stock Plan Administration Service Providers. Ceridian transfers Optionee’s personal data to E*Trade, an independent service provider based in the United States, which assists Ceridian with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, Ceridian may select a different Stock Plan Administrator and share Optionee’s personal data with another company that serves in a similar manner. The Stock Plan Administrator will open an account for Optionee to receive and trade Shares acquired under the Plan. Optionee will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to Optionee’s ability to participate in the Plan.

c.International Data Transfers. Ceridian and the Stock Plan Administrator are based in the United States, such that Optionee’s personal data will be transferred to the United States as part of the administration and management of the Plan. Optionee should note that Optionee’s country of residence may have enacted data privacy laws that are different from the United States. As such, Ceridian will only transfer Optionee’s personal data to the United States under a data transfer mechanism that addresses data protection laws, including in accordance with Ceridian’s Binding Corporate Rules and/or other appropriate mechanisms such as data transfer agreements.

d.Voluntariness and Consequences of Consent Denial or Withdrawal. To the extent that Optionee’s participation in the Plan is based on Optionee’s grant of consent, it is purely voluntary. Optionee may deny or withdraw Optionee’s consent at any time understanding, however, that such denial or withdrawal will not have retroactive effect. If Optionee does not consent, or if Optionee later withdraws Optionee’s consent, Optionee may be unable to participate in the Plan. This would not affect Optionee’s existing employment with the Employer or salary; instead, Optionee merely may forfeit the opportunities associated with the Plan.

e.Data Subject Rights. Optionee may have a number of rights under the data privacy laws in Optionee’s country of residence. For example, Optionee’s rights may include the right to (i) request access or copies of personal data Ceridian processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in Optionee’s country, and/or (vi) request a list with the names and addresses of any potential recipients of Optionee’s personal data. To receive clarification regarding Optionee’s rights or to request the exercise of Optionee’s rights, Optionee should email ***@***.

16.Nature of the Benefit. Optionee understands and agrees that:

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

b.the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive any additional Options or equity awards in the future from Ceridian or any Subsidiaries, or affect in any way the right of Ceridian or any Subsidiaries to terminate the granting of stock options or other equity awards at any time;

c.all decisions with respect to future grants, if any, including, but not limited to, the times when the Options shall be granted, the Option Period, and the Exercise Price will be at the sole discretion of Ceridian;

d.the grant of the Option and Optionee’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 Ceridian and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time (as otherwise may be permitted under local law);

e.Optionee’s participation in the Plan is voluntary;

f.the Option and any underlying Shares are not intended to replace any pension rights or compensation;

g.the grant of the Option and the underlying Shares are an extraordinary item of compensation outside the scope of Optionee’s employment (and employment contract, if any) 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.if the Option is exercised, the value of the Shares acquired upon exercise may increase or decrease, even below the Exercise Price;

j.the grant of the Option will not be interpreted to form an employment contract with the Employer;

k.Ceridian and the Employer are not liable for any exchange rate fluctuation between Optionee’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

l.no claim or entitlement to compensation or damages shall arise from forfeiture of the Option under the Plan resulting from termination of Optionee’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).

17.Electronic Delivery and Participation.  Optionee acknowledges that Ceridian may, in its sole discretion, decide to deliver any documents related to Optionee’s current or future participation in the Plan by electronic means and/or may request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by Ceridian, the Plan broker or another third party designated by Ceridian.

18.Impact on Service Status or Other Compensation.  This Notice and the Plan are not an employment contract.  Nothing contained in the Option, this Notice or the Plan shall confer on Optionee any right to continue in the Service of Ceridian or any Subsidiary or other affiliate of Ceridian, or affect in any way the right of Ceridian or any Subsidiary or other affiliate to terminate the Service of Optionee at any time.  The Option is not part of normal or expected compensation for purposes of calculating any end of Service payments, retirement benefits or similar payments.

19.Non-Transferability of Option.  The Option is non-transferable by Optionee except to the limited extent described in the Plan.  

20.Rights as a Shareholder.  Optionee and Optionee’s representative shall have no rights as a shareholder with respect to any Shares subject to the Option unless and until those Shares have been issued by Ceridian pursuant to this Notice and the Plan.

21.Country Addendum; Interpretation of Terms; General.  The term “Country Addendum” means any document prepared by Ceridian and which refers to this Notice and contains additional Option terms to address matters pertaining to Optionee’s then current country of residence (and country of employment, if different). If Optionee relocates to one of the countries included in the Country Addendum, the special terms and conditions for such country will apply to Optionee, to the extent Ceridian determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons (or Ceridian may establish alternative terms as may be necessary or advisable to accommodate Optionee’s transfer). The Country Addendum constitutes part of this Notice. The Committee shall interpret the terms of the Option, this Notice, the Plan and any Country Addendum, and all determinations by the Committee shall be final and binding.  Ceridian may, without Optionee’s consent, assign all of their respective rights and obligations under the Option to their respective successors and assigns.  Following an assignment to the successor of Ceridian, 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 Ceridian.  This Notice, the Plan and any Country Addendum contain the complete agreement between Ceridian and Optionee concerning the Option, 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 Ceridian.  Optionee will take all actions reasonably requested by Ceridian to enable the administration of the Option and Plan and/or comply with the local laws and regulations of Optionee’s then current country of residence. No waiver of any breach or condition of this Notice, 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.

22.Additional Requirements.  Ceridian reserves the right to impose other requirements on the Option to the extent Ceridian determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with applicable laws, rules and regulations, or to facilitate the operation and administration of the Option and the Plan.  Such requirements may include (but are not limited to) requiring Optionee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

23.Official Language.  The official language of this Notice, 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 Notice, shall be translated into English, at Optionee’s expense, and provided promptly to Ceridian in English.  Ceridian may also request an untranslated copy of such documents.

24.Severability. Optionee agrees that the provisions of this Notice are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

25.Successors and Assigns.  The provisions of this Notice will inure to the benefit of, and be binding upon, Ceridian and its successors and assigns and upon Optionee, Optionee’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 Notice and have agreed in writing to be joined herein and be bound by the terms hereof.

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

27.Additional Covenants To the extent enforceable by applicable law, and in consideration of the receipt of the Option granted by this Notice, Optionee by signing below covenants and agrees to the covenants set out in Exhibit B hereto.

THIS OPTION GRANT NOTICE WILL AUTOMATICALLY BECOME NULL AND VOID IF NOT:

(1) SIGNED BY OPTIONEE AND RETURNED TO CERIDIAN HCM HOLDING INC. BY AUGUST 8, 2020 AND

(2) COUNTER-SIGNED BELOW BY CERIDIAN HCM HOLDING INC. AFTER RECEIPT OF OPTIONEE’S SIGNATURE

This Notice and the Option are valid only to the extent that the number of Option Shares

corresponds to the records of Ceridian’s Corporate Secretary, and will automatically

become null and void if not signed and returned by Optionee by August 8, 2020 and

counter-signed by Ceridian HCM Holding Inc.

NOTIFICATION OF PERFORMANCE-BASED OPTION GRANT FOR PURCHASE OF COMMON STOCK OF

CERIDIAN HCM HOLDING INC.

pursuant to the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (“Plan”)

COUNTRY ADDENDUM

This Country Addendum to the Notice includes additional terms and conditions that govern the Option and Optionee’s participation in the Plan if Optionee resides and/or works outside of the United States. If Optionee transfers to another country reflected in this Country Addendum, the additional terms and conditions for such country (if any) will apply to Optionee to the extent Ceridian determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable for legal or administrative reasons (or Ceridian may establish alternative terms as may be necessary or advisable to accommodate Optionee’s transfer). Capitalized terms not defined in this Country Addendum but defined in the Notice or the Plan shall have the same meaning as in the Notice or the Plan.

AUSTRALIA

CANADA

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

Les parties reconnaissent qu'elles souhaitent expressément que l'Avis, ainsi que tous les documents, avis et procédures judiciaires conclus, donnés ou institués en vertu des présentes ou se rapportant directement ou indirectement aux présentes, soient rédigés en anglais.

IRELAND

No country-specific provisions

MAURITIUS

No country-specific provisions

NEW ZEALAND

If Ceridian runs into financial difficulties and is wound up, Optionee will be paid only after all creditors and holders of preferred shares have been paid. Optionee may lose some or all of his or her investment.

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 to 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, Optionee may not be given all the information usually required. Optionee will also have fewer other legal protections for this investment.

Optionee should ask questions, read all documents carefully, and seek independent financial advice before committing himself or herself. The Shares are quoted or approved for trading on the New York Stock Exchange (“NYSE”).  This means that, if Optionee exercises the Option and Shares are issued to Optionee, Optionee can sell his or her investment on the NYSE if there are buyers for it. If Optionee sells his or her Shares, the price he or she receives may vary depending on factors such as the financial condition of Ceridian. Optionee may receive less than the full amount that he or she paid for the Shares.

For information on risk factors impacting Ceridian’s business that may affect the value of the Shares, Optionee should refer to the risk factors discussion in Ceridian’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 Ceridian’s “Investor Relations” website at https://investors.ceridian.com/overview/default.aspx.

For more details on the terms and conditions of the Option, please refer to the Notice, the Plan and the U.S. prospectus for the Plan which are available on the Stock Plan Administrator’s website and free of charge on request via email to ***@***.

As noted above, Optionee should carefully read the materials provided before making a decision whether to participate in the Plan. Optionee also should contact his or her tax advisor for specific information concerning Optionee’s personal tax situation with regard to Plan participation.

UNITED KINGDOM

Optionee 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). Optionee also agrees to indemnify and keep indemnified Ceridian 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 Optionee’s behalf.

Notwithstanding the foregoing, if Optionee 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, Optionee understands that Optionee may not be able to indemnify Ceridian for the amount of any income tax not collected from or paid by Optionee and, therefore, any such income tax not so collected from or paid by Optionee 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 Optionee on which additional income tax and national insurance contributions may be payable. Optionee acknowledges that Ceridian 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 Notice. However, Optionee 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

Performance Goals

Performance Metric:  Ceridian Stock Price Appreciation:  

Time-Based Component:  Except as noted below, no Option Shares Eligible to Vest will vest and become exercisable before the third anniversary of the Grant Date.

Option Shares Vesting Conditions:

Termination upon Death or Disability: If prior to the fifth anniversary of the Grant Date Optionee’s Service is terminated due to death or Disability, the Option Share Vesting Conditions shall remain effective and the Option will vest and become exercisable in accordance with the foregoing provisions of this Exhibit A and the Notice; provided, upon Optionee's death, any Option Shares Eligible to Vest may be exercised by Optionee’s beneficiary no later than 12 months following the date of vesting. If no validly designated beneficiary survives Optionee or if each surviving validly designated beneficiary is legally impaired or prohibited from receiving the benefits, Optionee’s beneficiary shall be the legatee(s) designated under Optionee’s last will or by Optionee’s executors, personal representatives or distributes in accordance with Optionee’s will or the laws of descent and distribution.

Termination without Cause or for Good Reason:  If prior to the fifth anniversary of the Grant Date either (a) Optionee terminates Service for Good Reason, or (b) the Company terminates Optionee’s Service without Cause, then any unvested portion of the Option will fully vest and be exercisable pursuant to the terms of the Notice.

Change in Control:  Upon a Change in Control, all unmet Stock Price Thresholds shall be deemed met.  If the Change in Control occurs prior the third anniversary of the Grant Date, then any proceeds from the Option, whether in cash or equity, and in the same proportions of other stockholders of the Company, shall be held in escrow for the benefit of Optionee until the earlier of (a) the third anniversary of the Grant Date or (b) the date Optionee terminates Service for Good Reason.

EXHIBIT B

Restricted Covenants

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

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

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