Form of Stock Option Award Agreement (for awards made after February 25, 2021)

CERIDIAN HCM HOLDING INC.

2018 Equity Incentive Plan

Stock Option Award Agreement
Voidable if Not Electronically Signed
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Exhibit 10.3

Grant of Option.  The Company hereby grants to Optionee the above-designated Option on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan.  The Exercise Price is equal to the Fair Market Value of a Share on the Grant Date.  A copy of the Plan has been provided to Optionee, and capitalized terms not defined in this Agreement are defined in the Plan.  The Option is intended to be a Nonqualified Stock Option.  For purposes of this Agreement, "Employer" means, to the extent Optionee is not employed by the Company, the Subsidiary that employs Optionee.

Vesting and Forfeiture of Option.  During the Option Period (as defined below), twenty-five percent (25%) of the Option will vest and become exercisable on the first four (4) anniversaries of the Grant Date (each an “Option Vesting Date”), subject to Optionee's continued Service through the applicable Option Vesting Date. The Option expires ten years after the Grant Date, unless terminated earlier as follows (the “Option Period”).

Death. In the event of Optionee's termination of continuous Service due to death, the unvested portion of the Option shall become vested as of the date of Optionee's death. The vested portion of the Option will expire 12 months following Optionee's termination of continuous Service due to death.

Retirement. In the event of Optionee's termination of continuous Service due to Retirement, the unvested portion of the Option shall become vested as of the date of Optionee's termination of continuous Service due to Retirement. The vested portion of the Option will expire 12 months following Optionee's termination of continuous Service due to Retirement.  For purposes of the foregoing, “Retirement” shall mean a Optionee'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.

Involuntary Termination of Service. In the event of Optionee's involuntary termination of continuous Service without Cause and for reasons other than Death or Retirement, any unvested Option scheduled to vest within 18 months of Optionee's termination date shall become vested as of the date of Optionee's involuntary termination of continuous Service without Cause.  The vested portion of the Option will expire 90 days following Optionee's termination of continuous Service without Cause and for reasons other than Death or Retirement.

Termination of Service. In the event of Optionee's termination of continuous Service for reasons other than as provided in Sections 2(a), 2(b) and 2(c), the unvested portion of the Option shall be forfeited as of the date of Optionee'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 Option will continue to be subject to Section 13.2 (Termination for Cause) and 13.3 (Right of Recapture) of the Plan.

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 the Company.  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 Agreement 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 the Company's third-party Plan administrator with a copy of irrevocable instructions to a broker to deliver promptly to the Company 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, the Company 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 the Company in good form for transfer and will be valued by the Company 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 the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes that otherwise would not have been recognized.

Settlement.  After all requirements with respect to the exercise of all or a portion of the Option have been satisfied, the Committee will cause the whole 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 the Company’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 the Company 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.

Responsibility for Taxes.  

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 Optionee’s participation in the Plan and legally applicable to Optionee or deemed by the Company or the Employer to be an appropriate charge to Optionee even if technically due by the Company 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 the Company or the Employer, if any. Optionee further acknowledges and agrees that the Company 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 the Company 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 the Company and/or the Employer to satisfy all Tax-Related Items required to be withheld. In this regard, Optionee authorizes the Company 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 the Company 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 the Plan Broker (on Optionee’s behalf pursuant to this authorization);

having the Company withhold a number of whole Shares that Optionee otherwise would have received upon exercise of the Option; or

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

Finally, Optionee 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 Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company 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.

Change of Control.  Notwithstanding anything in this Agreement to the contrary, upon a Change of Control where the Option is assumed, continued or substituted by the acquiring/surviving corporation, in the event of Optionee's involuntary termination of continuous Service without Cause within 12 months of the effective date of the Change of Control, the unvested portion of the Option shall become vested as of the date of Optionee's involuntary termination of continuous Service without Cause.  In the event of a Change of Control in which the Option is not assumed, continued, or substituted by the acquiring/surviving corporation, the unvested portion of the Option shall immediately vest in full as of the effective date of such Change of Control and shall be exercisable in accordance with the terms of this Agreement.

Compliance with Laws. If Optionee is resident or providing Service outside of the United States, as a condition of participation, 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 Service, if different). In addition, Optionee 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 Optionee’s country of residence (and country of Service, 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 Service, if different).

Private Placement. If Optionee is resident or providing Service 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 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 Option is 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 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 the Company’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 the Company as defined in the laws or regulations in Optionee’s country of residence (and country of 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 Company 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.

Data Privacy.  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 Agreement by and among, as applicable, the Company 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 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;

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

all decisions with respect to future grants, if any, including, but not limited to, the times when the Option shall be granted, each Option Vesting Date, and the Exercise Price will be at the sole discretion of the Company;

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 the Company 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);

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 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;

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 the Employer;

the Company 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

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).

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 Option terms to address matters pertaining to Optionee’s then current country of residence (and country of Service, 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 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 Optionee’s transfer). The Country Addendum constitutes part of this Agreement. The Committee shall interpret the terms of the Option, this Agreement, the Plan and any Country Addendum, and all determinations by the Committee shall be final and binding. The Company 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 the Company, 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 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 the Company.  Optionee will take all actions reasonably requested by the Company 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 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.

Imposition of Other Requirements.  The Company reserves the right to impose other requirements on the Option to the extent the Company 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.

Compensation Recoupment Policy. The Option and any Shares issued thereunder shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Optionee and to awards of this type. For purposes of the foregoing, Optionee expressly and explicitly authorizes the Company to issue instructions, on Optionee'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.

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

Miscellaneous Provisions

Rights of a Shareholder of the Company. Prior to the exercise and settlement of the Option in Shares, neither Optionee nor Optionee’s representative will have any rights as a shareholder of the Company with respect to any Shares underlying the Option.

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.

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 Optionee’s expense, and provided promptly to the Company in English. The Company may also request an untranslated copy of such documents.

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 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 Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

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.

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

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.

Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Option granted under the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee 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.

Acceptance. Optionee hereby acknowledges receipt of a copy of the Plan and this Agreement. Optionee has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Option 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.

Australia Resident Employees. For purposes of complying with the Australian Securities and Investments Commission Class Order 14/1000, the “Offer to Australian Resident Employees Stock Options” (“Offer Document”) is set out in Exhibit B. Optionee should carefully read the Offer Document provided before making a decision whether to participate in the Plan.

Breach of Law. Notwithstanding anything to the contrary in the Agreement or the Plan, Optionee will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth) (or any successor provision), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits.

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).

No Exercise by Using Previously Owned Shares. Notwithstanding any terms and conditions in the Agreement or the Plan to the contrary and except as otherwise may be permitted by the Company, 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 Agreement or the Plan to the contrary, the effective date of 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 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 Optionee’s employment.

English Language Consent. The parties acknowledge that it is their express wish that the Agreement, 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.

Options Conditioned on Satisfaction of Regulatory Obligations.  If Optionee is a national of the People’s Republic of China (“PRC”), the grant of the Option is conditioned upon the Company securing all necessary approvals from the SAFE to permit the operation of the Plan and the participation of PRC nationals employed in China, as determined by the Company in its sole discretion.

Mandatory Cashless Exercise. Notwithstanding anything in the Agreement to the contrary, Optionee may only exercise the Option by utilizing a mandatory cashless, sell-all method of exercise.

Exchange Control Restrictions. Optionee understands and agrees that, pursuant to local exchange control requirements, Optionee will be required immediately to repatriate to China the proceeds from the sale of any Shares acquired under the Plan.  Optionee 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 Optionee 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 Optionee's behalf prior to being delivered to Optionee and that no interest shall be paid with respect to funds held in such account.  The proceeds may be paid to Optionee in U.S. dollars or local currency at the Company’s discretion.  If the proceeds are paid to Optionee in U.S. dollars, Optionee 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 Optionee in local currency, Optionee 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. Optionee 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 Optionee. Optionee

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 Optionee 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 Option in accordance with Chinese law including, without limitation, any applicable SAFE rules, regulations and requirements.

Mandatory Cashless Exercise. Notwithstanding anything in the Agreement to the contrary, Optionee may only exercise the Option by utilizing a mandatory cashless, sell-all method of exercise.

Exchange Control Restrictions.  Any funds received in relation to the Plan (e.g., proceeds from the sale of Shares, dividends or other distributions paid on the Shares) must be repatriated to India within such time as may be required under applicable regulations. Optionee should consult with his / her personal legal advisor to ensure compliance with any applicable requirements

Grant subject to Tax Ruling. The grant of the Option is subject to the Mauritius Revenue Authority Ruling (the "Ruling") obtained by the Company and the Employer in Mauritius. Optionee should consult his or her personal tax advisor for information about the impact of the Ruling on the tax treatment of the Option.

Securities Law Information.  Warning:  This is an offer of rights to purchase Shares underlying the Option.  The Option gives Optionee the opportunity to acquire a stake in the ownership of the Company. Optionee may receive a return if dividends are paid on the Shares.

Securities Law Information.  Optionee understands that the grant of the Option under the Plan is being made pursuant to an exemption from registration under the Philippines Securities Regulation Code that has been approved by the Philippines Securities and Exchange Commission.

Private Placement.  The grant of the Option 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. Optionee should note that the Option is subject to section 257 of the SFA and Optionee 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.

Responsibility for Taxes. The following provision supplements Section 7 of the Agreement.

Exclusion of Claim. Optionee acknowledges and agrees that Optionee will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from Optionee ceasing to have rights under or to be entitled to the Option under the Plan, whether or not as a result of termination of employment (whether such termination is in breach of contract or otherwise), or from the loss of diminution in value of the Shares underlying the Option. Upon the grant of the Option, Optionee shall be deemed to have waived irrevocably such entitlement.

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 Optionee’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.

OFFER OF OPTIONS

TERMS OF GRANT

ADDITIONAL DOCUMENTS

the Option Agreement;

the Plan (the Plan document);

the U.S. Prospectus of the Plan; and

the Australian tax supplement to the U.S. Prospectus entitled “Employee Information Supplement – Stock Options”.

RELIANCE ON STATEMENTS

WHAT ARE THE OPTIONS?    

WHEN CAN I EXERCISE THE OPTION?

What is the Exercise Price of the Option?

When do I become a shareholder of the company?

Can I transfer the Option to someone else?

WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

HOW MANY SHARES ARE AVAILABLE FOR ISSUANCE UNDER THE PLAN?
13,500,000 Shares are available for issuance pursuant to awards granted under the Plan, subject to adjustment as provided in the Plan.  The number of Shares authorized under the Plan will be increased on March 31 of each of the ten (10) calendar years during the term of the Plan, by the lesser of (i) three percent (3%) of the number of Shares outstanding on each January 31 immediately prior to the date of increase or (ii) such number of Shares as determined by the Company's Board of Directors (the "Board") or Committee.

HOW CAN I OBTAIN THE UPDATED AUSTRALIAN DOLLAR EQUIVALENT OF THE CURRENT FAIR MARKET VALUE OF A SHARE AND ADDITIONAL INFORMATION REGARDING THE PLAN?

ADDITIONAL INFORMATION RELEVANT TO AUSTRALIAN-RESIDENT EMPLOYEES

Who administers the Plan?

determine the eligible persons to whom Options will be granted under the Plan;

prescribe the restrictions, terms and conditions of all Options;

interpret the Plan and terms of the Option;

adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and interpret, amend or revoke any such rules;

make all determinations with respect to a participant’s service and the termination of such service for purposes of any Award;

correct any defect(s) or omission(s) or reconcile any ambiguity(ies) or inconsistency(ies) in the Plan or any Award thereunder;

make all determinations it deems advisable for the administration of the Plan;

decide all disputes arising in connection with the Plan, and to otherwise supervise the administration of the Plan;

subject to the terms of the Plan, amend the terms of an Option in any manner that is not inconsistent with the Plan;

accelerate the vesting or, to the extent applicable, exercisability of any Award at any time (including, but not limited to, upon a Change of Control (as defined in the Plan) or upon termination of service under certain circumstances, as set forth in the Award Agreement or otherwise); and

adopt such procedures, modifications and sub-plans as are necessary or appropriate to permit participation in the Plan by eligible persons who are foreign nationals or employed outside of the United States.

What is an ordinary share of the Company?

What additional risk factors apply to Australian residents’ participation in the Plan?

What are the Australian taxation consequences of participating in the Plan?

What are the U.S. tax consequences of participation in the Plan?

RESTRICTION ON CAPITAL RAISING 5% LIMIT