Form of Director Stock Option Award Agreement (for annual compensation awards made after May 1, 2020)

Option to Purchase Common Stock of Ceridian HCM Holding Inc.

NON-NEGOTIABLE & NON-TRANSFERABLE

Series (2020-%%CLASS%-%)

Voidable if Not Electronically Signed

Exhibit 10.4

Option and Exercise Price.  When signed and returned by the above-named participant 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 participant (“Optionee”) the 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 are defined in the Plan.  The Option is intended to be a Nonqualified Stock Option.  

Time Based Vesting of Option and Acceleration of Vesting.  During the Option Period (as defined below), twenty-five percent (25%) of the Option will vest and become exercisable on the last day of each three (3) month period commencing on the Grant Date (each an “Option Vesting Date”), subject to Optionee's continued Service through the applicable Option Vesting Date.  Upon a Change of Control or upon Optionee's termination of Service due to death, the Option will become fully vested and exercisable.  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.

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 (i) 12 months following Optionee's termination of Service due to death or Disability, or (ii) 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.  

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.

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:

Cash or Check.  In cash or by bank certified check.

Brokered Cashless Exercise.  To the extent permitted by applicable law and the Committee, from the proceeds of a sale through a broker on the date of exercise of some or all of the Shares to which the exercise relates.  In that case, Optionee will electronically execute an Exercise Notice and provide Ceridian's third-party Plan administrator with a copy of irrevocable instructions to a broker to deliver promptly to Ceridian the amount of sale proceeds to pay the Aggregate Exercise Price and/or applicable Tax-Related Items required to be withheld, as applicable.  To facilitate the foregoing, Ceridian may, to the extent permitted by applicable law, enter into agreements or coordinate procedures with one or more brokerage firms.

Net Exercise.  Unless otherwise determined by the Committee, by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the Aggregate Exercise Price and any applicable Tax-Related Items required to be withheld.

Surrender of Stock.  In each instance, at the sole discretion of the Committee, by surrendering, or attesting to the ownership of, Shares that are already owned by Optionee free and clear of any restriction or limitation, unless the Committee specifically agrees in writing to accept such Shares subject to such restriction or limitation.  Such Shares will be surrendered to Ceridian in good form for transfer and will be valued by Ceridian at their Fair Market Value on the date of the applicable exercise of the Option, or to the extent applicable, on the date any applicable Tax-Related Items required to be withheld are to be determined.  Optionee will not surrender, or attest to the ownership of, Shares in payment of the Aggregate Exercise Price (or any applicable Tax-Related Items required to be withheld) if such action would cause Ceridian to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes that otherwise would not have been recognized.

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.

Tax Matters and Withholdings.  Optionee shall be solely responsible for the payment and withholding of all income and other taxes attributable to Optionee under this Agreement (the “Tax-Related Items”), and Optionee shall timely remit all taxes to the Internal Revenue Service and any other required governmental agencies.  Optionee further acknowledges and agrees that, during and after Optionee’s termination of Service, Optionee will indemnify, defend and hold Ceridian harmless from all taxes, interest, penalties, fees, damages, liabilities, obligations, losses and expenses arising from a failure or alleged failure to make the required reports and payments for income taxes.

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

withholding from Optionee’s fees or other cash compensation, if any, paid to Optionee by Ceridian;

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; or

any other arrangement satisfactory to Ceridian regarding payment of such Tax-Related Items.

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

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.

Compliance with Laws. If Optionee is resident 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. In addition, Optionee agrees to take any and all actions, and consents to any and all actions taken by Ceridian, as may be required to allow Ceridian to comply with local laws, rules and regulations in Optionee’s country of residence. 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.

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. 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.

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.

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. 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 employees of Ceridian. 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.

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.

Personal Information.  Optionee hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of Optionee's personal data as described in this Notice by and among, as applicable, Ceridian and its Subsidiaries for the exclusive purpose of implementing, administering and managing Optionee's participation in the Plan.

Nature of the Benefit. Optionee understands and agrees that:

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;

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 Affiliates, or affect in any way the right of Ceridian or any Affiliates to terminate the granting of stock options or other equity awards at any time;

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;

the grant of the Option and Optionee’s participation in the Plan shall not create a right to employment with Ceridian, shall not be interpreted as forming an employment or Service contract with Ceridian and shall not interfere with the ability of Ceridian to terminate Optionee’s service relationship at any time (as otherwise may be permitted under local law);

Optionee’s participation in the Plan is voluntary;

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

the grant of the Option and the underlying Shares are an extraordinary item of compensation and are 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 future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

if the Option is exercised, the value of the Shares acquired upon exercise may increase or decrease, even below the Exercise Price;

the grant of the Option will not be interpreted to form an employment contract with Ceridian;

Ceridian is 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

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.

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.

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

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.

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. 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 in 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.

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.

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.

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.

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.

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.

Dated Effective:

CERIDIAN HCM HOLDING INC.

By

Authorized Officer

Optionee’s Printed Name

Optionee’s Signature:

Date signed by Optionee:

, 2020

Countersigned by:

CERIDIAN HCM HOLDING INC.

By

Authorized Officer

No Exercise by Using Previously Owned Shares. Notwithstanding any terms and conditions in the Notice or the Plan to the contrary and except as otherwise may be permitted by Ceridian, Optionee is prohibited from surrendering Shares that Optionee already owns (i.e., using a “stock swap” exercise method) to pay the Aggregate Exercise Price or any Tax-Related Items required to be withheld in connection with the exercise of the Option.

Securities Law Information. Optionee is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, 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, or takes place within Canada as may be permitted in accordance with applicable law.

Termination Date.  Notwithstanding any provisions in the Notice or the Plan to the contrary, the effective date of the Optionee’s termination of Service for purposes of the Option shall be the last day of any statutory notice of termination period required under applicable law.  

English Language Consent. The parties acknowledge that it is their express wish that the Notice, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.