Form 10-Q Ceridian HCM Holding For: Mar 31

Exhibit 3.1

FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
CERIDIAN HCM HOLDING INC.

Ceridian HCM Holding Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

First: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 3, 2013. The First Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 1, 2013, the Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 30, 2016, and the Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 25, 2018 (as amended to date, the “Previous Certificate of Incorporation”).

Second: This Fourth Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

Third: This Fourth Amended and Restated Certificate of Incorporation amends, restates and integrates the provisions of the Corporation’s Previous Certificate of Incorporation.

Fourth: The text of this Fourth Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

 

NAME

The name of the corporation (the “Corporation”) is “Ceridian HCM Holding Inc.”

 

REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the city of Wilmington, County of New Castle, Zip Code 19808. The name of the Corporation’s registered agent at that address is “Corporation Service Company”.

 

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

 

CAPITAL STOCK

Section 4.1.Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 510,000,000 shares, of which (i) 500,000,000 shares shall be

 

 

 

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designated shares of common stock, par value $0.01 per share (“Common Stock”) and (ii) 10,000,000 shares shall be designated shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). Notwithstanding anything to the contrary contained herein, the rights and preferences of the Common Stock shall at all times be subject to the rights and preferences of the Preferred Stock as may be set forth in one or more certificates of designations filed with the Secretary of State of the State of Delaware from time to time in accordance with the DGCL and this Certificate. The number of authorized shares of Preferred Stock and Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding shares of stock entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto) (including, with respect to the Preferred Stock, the vote attaching to the Special Voting Share), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class or series shall be required therefor.

Section 4.2.Common Stock. The Common Stock shall have the following powers, designations, preferences and rights and qualifications, limitations and restrictions:

(a)Voting. Each holder of record of shares of Common Stock shall be entitled to vote at all meetings of the stockholders of the Corporation and shall have one vote for each share of Common Stock held of record by such holder of record as of the applicable record date on any matter that is submitted to a vote of the stockholders of the Corporation; provided, however, that to the fullest extent permitted by law, holders of Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) that relates solely to the terms of one or more outstanding series or class(es) of Preferred Stock if the holders of such affected series or class(es) of Preferred Stock are entitled, either separately or together with the holders of one or more other such series or class(es), to vote thereon pursuant to applicable law or this Certificate (including any certificate of designations relating to any series or class of Preferred Stock); and provided further that the Board of Directors may issue or grant shares of Common Stock that are subject to vesting or forfeiture and that restrict or eliminate voting rights with respect to such shares until any such vesting criteria is satisfied or such forfeiture provisions lapse.

(b)Dividends and Distributions. Subject to the prior rights of all classes or series of stock at the time outstanding having prior rights as to dividends or other distributions, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, or stock as may be declared on the Common Stock by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in all such dividends and other distributions.

(c)Liquidation, etc. Subject to the prior rights of creditors of the Corporation and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution or winding up of the Corporation, in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of shares of Common Stock shall be entitled to receive their ratable and proportionate share of the remaining assets of the Corporation.

(d)No holder of shares of Common Stock shall have cumulative voting rights.

(e)No holder of shares of Common Stock shall be entitled to preemptive or subscription rights pursuant to this Certificate.

Section 4.3.Preferred Stock. The Board of Directors is hereby expressly authorized, to the fullest extent as may now or hereafter be permitted by the DGCL, by resolution or resolutions, at any time and from time to time, to provide for the issuance of a share or shares of Preferred Stock in one or more series or classes and to fix for each such series or class (i) the number of shares constituting such series or class and the designation of such

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series or class, (ii) the voting powers (if any), whether full or limited, of the shares of such series or class, (iii) the powers, preferences, and relative, participating, optional or other special rights of the shares of each such series or class, and (iv) the qualifications, limitations, and restrictions thereof, and to cause to be filed with the Secretary of State of the State of Delaware a certificate of designation with respect thereto. Without limiting the generality of the foregoing, to the fullest extent as may now or hereafter be permitted by the DGCL, the authority of the Board of Directors with respect to the Preferred Stock and any series or class thereof shall include, but not be limited to, determination of the following:

(a)the number of shares constituting any series or class, which number the Board of Directors may thereafter increase or decrease (but not below the number of shares thereof then outstanding) and the distinctive designation of that series or class;

(b)the dividend rate or rates on the shares of any series or class, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series or class;

(c)whether any series or class shall have voting rights, in addition to the voting rights provided by applicable law, and, if so, the number of votes per share and the terms and conditions of such voting rights;

(d)whether any series or class shall have conversion privileges and, if so, the terms and conditions of conversion, including provision for adjustment of the conversion rate upon such events as the Board of Directors shall determine;

(e)whether the shares of any series or class shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(f)whether any series or class shall have a sinking fund for the redemption or purchase of shares of that series or class, and, if so, the terms and amount of such sinking fund;

(g)the rights of the shares of any series or class in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series or class; and

(h)any other powers, preferences, rights, qualifications, limitations, and restrictions of any series or class.

The powers, preferences and relative, participating, optional and other special rights of the shares of each series or class of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series or classes at any time outstanding. Unless otherwise provided in the resolution or resolutions providing for the issuance of such series or class of Preferred Stock, shares of Preferred Stock, regardless of series or class, which shall be issued and thereafter acquired by the Corporation through purchase, redemption, exchange, conversion or otherwise shall return to the status of authorized but unissued Preferred Stock, without designation as to series or class of Preferred Stock, and the Corporation shall have the right to reissue such shares.

Section 4.4.Special Voting Preferred Stock. One (1) share of the authorized Preferred Stock of the Corporation is designated “Special Voting Preferred Stock” and shall have the rights, preferences, powers, privileges and restrictions, qualifications and limitations set forth herein. Unless otherwise indicated, references

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to “Sections” or “Subsections” in this Section 4.4 refer to sections and subsections of this Section 4.4. The one (1) share of Special Voting Preferred Stock is referred to herein as the “Special Voting Share”).

(a)Dividends. The holder of the Special Voting Share shall not be entitled to receive any portion of any dividend or distribution at any time.

(b)Voting Rights. The holder of the Special Voting Share shall have the following voting rights:

(1)In accordance with the terms contained herein and in that certain Voting and Exchange Trust Agreement dated as of April 25, 2018 (the “Trust Agreement”), among the Corporation, Ceridian Canada Ltd., Ceridian Acquisitionco ULC (“Exchangeco”), and the Trustee (as defined therein), the holder of the Special Voting Share shall, with respect to all meetings of stockholders of the Corporation at which holders of shares of Common Stock are entitled to vote (each, a “Ceridian Holding Meeting”) and with respect to all written consents sought from the holders of shares of Common Stock (a “Ceridian Holding Consent”), be entitled to cast a number of votes for each exchangeable share of Exchangeco (the “Exchangeable Shares”) owned of record at the close of business on the record date established by the Corporation or by applicable law for such Ceridian Holding Meeting or Ceridian Holding Consent, as the case may be, by registered holders of such Exchangeable Shares (excluding any such Exchangeable Shares owned by the Corporation or its subsidiaries) and for which the Trustee (as defined in Trust Agreement) has received voting instructions from the Beneficiaries (as defined in Trust Agreement), equal to the number of votes to which a holder of one share of Common Stock is entitled, in respect of each matter, question, proposal or proposition to be voted on at such Ceridian Holding Meeting or to be consented to in connection with such Ceridian Holding Consent.

(2)Except as otherwise provided herein or by law, the holder of the Special Voting Share and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(3)Except as set forth herein, the holder of the Special Voting Share shall have no special voting rights, and its consent shall not be required (except to the extent it is entitled to vote with the holders of shares of Common Stock and Common Stock as set forth herein) for taking any corporate action.

(c)Additional Provisions.

(1)The holder of the Special Voting Share is entitled to exercise the voting rights attendant thereto in such manner as such holder desires.

(2)At such time as (A) there are no Exchangeable Shares of Exchangeco issued and outstanding that are not owned by the Corporation or any subsidiary of the Corporation, and (B) there is no share of stock, debt, option or other agreement, obligation or commitment of Exchangeco which could by its terms require Exchangeco to issue any Exchangeable Shares to any person other than the Corporation or any subsidiary of the Corporation, then the Special Voting Share shall thereupon be retired and cancelled promptly thereafter for no consideration and not be reissued.

(d)Reacquired Share. If the Special Voting Share is purchased or otherwise acquired by the Corporation in accordance with the terms of Section 4.4(c)(2) or Section 4.4(e), then the Special Voting Share shall be retired and cancelled promptly after the acquisition thereof.

(e)Redemption. The Special Voting Share is not redeemable, except as at such time as contemplated by Section 4.4(c)(2).

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(f)Dissolution, Liquidation or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, the holder of the Special Voting Share shall not be entitled to any portion of any related distribution.

 

DIRECTORS

Section 5.1.The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, consisting of not less than one (1) nor more than fourteen (14) members with the exact number of directors to be set forth in the Corporation’s Bylaws or determined from time to time by resolution adopted by the Board of Directors. Prior to the election of directors at the Corporation’s 2024 annual meeting of stockholders, the directors, other than those who may be elected by the holders of any class or series of Preferred Stock as set forth in this Certificate of Incorporation, shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 2022 annual meeting of stockholders, successors to the directors whose terms expire at that annual meeting shall be elected to hold office for a one-year term expiring at the 2023 annual meeting of stockholders; at the 2023 annual meeting of stockholders, successors to the directors whose terms expire at that annual meeting shall be elected to hold office for a one-year term expiring at the 2024 annual meeting of the stockholders; and at the 2024 annual meeting of stockholders and at each annual meeting of stockholders thereafter, all directors shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders. A director shall hold office until such director’s term expires and until such director’s successor is elected and qualified for office, subject, however, to such director’s prior death, resignation, retirement, disqualification or removal from office.

Section 5.2.If, prior to the election of directors at the Corporation’s 2024 annual meeting of stockholders, the number of directors on the Board of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. In no case will a decrease in the number of directors shorten the term of any incumbent director.

Section 5.3.Subject to the terms of any one or more series or classes of Preferred Stock, any vacancy on the Board of Directors, however resulting, may be filled only by an affirmative vote of the majority of the directors then in office, even if less than a quorum, or by an affirmative vote of the sole remaining director. Any director elected to fill a vacancy prior to the election of directors at the Corporation’s 2024 annual meeting of stockholders shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected. Any director elected to fill a vacancy after the election of directors at the Corporation’s 2024 annual meeting of stockholders shall hold office for a term that shall expire at the next annual meeting of stockholders.

Section 5.4.Notwithstanding any of the foregoing provisions, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation, or the resolution or resolutions adopted by the Board of Directors pursuant to Section 4.4 of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article V unless expressly provided by such terms.

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CORPORATE OPPORTUNITIES

Section 6.1.In anticipation of the possibility (a) that the officers and/or directors of the Corporation may also serve as officers and/or directors of Cannae (as defined below) or THL (as defined below) and (b) that the Corporation on one hand, and Cannae or THL on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same corporate opportunities, and in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with Cannae and THL, the provisions of this Article VI are set forth to regulate, to the fullest extent permitted by law, the conduct of certain affairs of the Corporation as they relate to Cannae and THL and their respective officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.

 

(a)Except as may be otherwise provided in a written agreement between the Corporation on one hand, and Cannae or THL on the other hand, Cannae and THL shall have no duty to refrain from engaging in the same or similar activities or lines of business as the Corporation, and, to the fullest extent permitted by law, neither Cannae nor THL nor any officer or director thereof (except in the event of any violation of Section 6.3 hereof, to the extent such violation would create liability under applicable law) shall be liable to the Corporation or its stockholders for breach of any fiduciary duty by reason of any such activities of Cannae or THL.

(b)The Corporation may from time to time be or become a party to and perform, and may cause or permit any subsidiary of the Corporation to be or become a party to and perform, one or more agreements (or modifications or supplements to pre-existing agreements) with Cannae and/or THL. Subject to Section 6.3 hereof, to the fullest extent permitted by law, no such agreement, nor the performance thereof in accordance with its terms by the Corporation or any of its subsidiaries, Cannae or THL, shall be considered contrary to any fiduciary duty to the Corporation or to its stockholders of any director or officer of the Corporation who is also a director, officer or employee of Cannae or THL. Subject to Section 6.3 hereof, to the fullest extent permitted by law, no director or officer of the Corporation who is also a director, officer or employee of Cannae or THL shall have or be under any fiduciary duty to the Corporation or its stockholders to refrain from acting on behalf of the Corporation or any of its subsidiaries, Cannae or THL in respect of any such agreement or performing any such agreement in accordance with its terms.

Section 6.3.In the event that a director or officer of the Corporation who is also a director or officer of Cannae or THL acquires knowledge of a potential transaction or matter which may be a corporate opportunity of both the Corporation on one hand, and Cannae or THL on the other hand, such director or officer of the Corporation shall, to the fullest extent permitted by law, have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the following policy:

(a)a corporate opportunity offered to any person who is an officer of the Corporation, and who is also a director but not an officer of Cannae or THL, shall belong to the Corporation, unless such opportunity is expressly offered to such person in a capacity other than such person’s capacity as an officer of the Corporation, in which case it shall not belong to the Corporation;

(b)a corporate opportunity offered to any person who is a director but not an officer of the Corporation, and who is also a director or officer of Cannae or THL, shall belong to the Corporation only if such opportunity is expressly offered to such person in such person’s capacity as a director of the Corporation; and

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(c)a corporate opportunity offered to any person who is an officer of both the Corporation on one hand, and Cannae or THL on the other hand, shall belong to the Corporation only if such opportunity is expressly offered to such person in such person’s capacity as an officer of the Corporation.

Notwithstanding the foregoing, the Corporation shall not be prohibited from pursuing any corporate opportunity of which the Corporation becomes aware.

Section 6.4.Any person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article VI.

 

(a)For purposes of this Article VI, a director of any company who is the chair of the board of directors of that company shall not be deemed to be an officer of the company solely by reason of holding such position.

(b)The term “Corporation” shall mean, for purposes of this Article VI, the Corporation and all corporations, partnerships, joint ventures, associations and other entities in which the Corporation beneficially owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests. The term “Cannae” shall mean, for purposes of this Article VI, Cannae Holdings, Inc., a Delaware corporation, and any successor thereof, and all corporations, partnerships, joint ventures, associations and other entities in which it beneficially owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests other than the Corporation. The term “THL” shall mean, for purposes of this Article VI, Thomas H. Lee Partners, L.P., a Delaware limited partnership, and any successor thereof, and all corporations, partnerships, joint ventures, associations and other entities in which it or one or more of its affiliates beneficially owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests other than the Corporation and its subsidiaries.

Section 6.6.Anything in this Certificate of Incorporation to the contrary notwithstanding, the foregoing provisions of this Article VI shall not apply at any time that no person who is a director or officer of the Corporation is also a director or officer of Cannae or THL. Neither the alteration, amendment, termination, expiration or repeal of this Article VI nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VI shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VI, would accrue or arise, prior to such alteration, amendment, termination, expiration, repeal or adoption.

 

REMOVAL OF DIRECTORS

Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, (a) any director who prior to the 2022 annual meeting of stockholders was elected to a three-year term (a “Classified Term”) that continues beyond the date of the 2022 annual meeting (a “Classified Director”) may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation then entitled to vote generally in the election of directors, considered for purposes of this Article VII as one class; and (b) any director that is not a Classified Director may be removed from office by the stockholders of the Corporation, with or without cause, by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation then entitled to vote generally in the election of directors, considered for the purposes of this Article VII as one class. For purposes of this Article VII, “cause” shall mean, with respect to any director, (x) the willful failure by such director to perform, or the gross negligence of such director in performing, the duties of a director, (y) the engaging by such director in willful or serious misconduct that is

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injurious to the Corporation or (z) the conviction of such director of, or the entering by such director of a plea of nolo contendere to, a crime that constitutes a felony.

 

ELECTION OF DIRECTORS

Elections of directors at an annual or special meeting of stockholders shall be by written ballot unless the bylaws of the Corporation (as in effect from time to time, the “Bylaws”) shall otherwise provide.

 

WRITTEN CONSENT OF STOCKHOLDERS

Except as otherwise provided for or fixed by or pursuant to the provisions of this Certificate of Incorporation or any resolution or resolutions of the Board of Directors providing for the issuance of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders; provided, however, that at any time when the THL and Cannae beneficially own (determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended), in the aggregate, more than fifty percent (50%) in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any action required or permitted to be taken by the stockholders of the Corporation at any meeting of stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by stockholders holding not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

 

SPECIAL MEETINGS

Special meetings of the stockholders of the Corporation for any purposes may be called at any time by a majority vote of the Board of Directors or the Chair of the Board or Chief Executive Officer of the Corporation. Except as required by law or provided by resolutions adopted by the Board of Directors designating the rights, powers and preferences of any Preferred Stock, special meetings of the stockholders of the Corporation may not be called by any other person or persons.

 

OFFICERS

The officers of the Corporation shall be chosen in such manner, shall hold their offices for such terms and shall carry out such duties as are determined solely by the Board of Directors, subject to the right of the Board of Directors to remove any officer or officers at any time with or without cause.

 

INDEMNITY

The Corporation shall indemnify to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason of the fact that such person is or was a director or officer of the Corporation or by reason of the fact that such director or officer, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture,

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trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) pursuant to Section 174 of the DGCL or (d) for any transaction from which such director derived an improper personal benefit. No amendment to or repeal of this Article XII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

 

BUSINESS COMBINATIONS

The Corporation shall not be governed by Section 203 of the DGCL.

 

AMENDMENT

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at any time may be added or inserted, in the manner now or hereafter prescribed by law. All rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XIV. In addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of such Preferred Stock, the provisions (a) of the Bylaws may be adopted, amended or repealed if approved by a majority of the Board of Directors then in office or approved by holders of the Common Stock in accordance with applicable law and this Certificate of Incorporation and (b) of this Certificate of Incorporation may be adopted, amended or repealed as provided by applicable law.

 

SEVERABILITY

If any provision (or any part thereof) of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation including, without limitation, each portion of any section of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

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IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Amended and Restated Certificate of Incorporation on behalf of the Corporation this 30^th day of April, 2021.

 

CERIDIAN HCM HOLDING INC.

 

 

By:/s/ William E. McDonald

 

Name: William E. McDonald

Title: Senior Vice President, Deputy General Counsel and Corporate Secretary

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Exhibit 10.2

 

EMPLOYMENT AGREEMENT

Ceridian HCM, Inc.

- and -

Joe Korngiebel
(“Employee”)

Date:  July 30, 2020

ARTICLE 1
DEFINITIONS

In this Employment Agreement (the “Agreement”), unless something in the subject matter or context is inconsistent therewith, all defined terms shall have the meanings set forth below:

1.01“Affiliate” shall mean with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, where “control” means the possession, directly or indirectly, or the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.02“Base Salary” shall mean the regular cash compensation paid on a periodic basis as contemplated in Section 3.01, exclusive of benefits, bonuses or incentive payments.

1.03“Board” shall mean the Board of Directors of Ceridian HCM Holdings Inc.

1.04“Cause” shall mean cause as defined under Section 4.01.

1.05“Ceridian” shall mean Ceridian HCM and all of its respective Affiliates, or any one of them.

1.06"Ceridian HCM" shall mean Ceridian HCM, Inc. a Delaware corporation having a business address at 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425 U.S.A., and any successor in interest by way of consolidation, operation of law, merger or otherwise.

1.07“Ceridian HCM Holding” means Ceridian HCM Holding Inc., a Delaware corporation having a business address at 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425 U.S.A., and any successor in interest by way of consolidation, operation of law, merger or otherwise.

1.08“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.09“Confidential Information” shall mean all information created, developed, known or used by Ceridian in connection with its business, including but not limited to any computer software

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and designs, program, code, formula, design, prototype, compilation of information, data, techniques, process, information relating to any product, device, equipment or machine, industrial or commercial designs, customer information, financial information, marketing information, business opportunities, and the results of research and development, including without limitation  (and whether or not marked as “proprietary,” “private” or “confidential"):

(a)information or material relating to Ceridian and its business as conducted or anticipated to be conducted, including without limitation: business plans; operations; past, current or anticipated services, products or software; customers or prospective customers; relations with business partners or prospective business partners; or research, engineering, development, manufacturing, purchasing, accounting, or marketing activities;

(b)information or material relating to Ceridian’s inventions, ideas, improvements, discoveries, “know-how,” “negative know how,” technological developments, or unpublished writings or other works of authorship, or to the materials, apparatus, processes, formulae, plans or methods used in the development, manufacture or marketing of Ceridian’s services, products or software;

(c)trade secrets of Ceridian;

(d)software of Ceridian in various stages of development, software designs, web-based solutions, specifications, programming aids, programming languages, interfaces, visual displays, technical documentation, user manuals, data files and databases of Ceridian;

(e)information relating to employees of Ceridian including with respect to compensation, positions, job descriptions, responsibilities, areas of expertise and experience; and

(f)any similar information of the type described above which Ceridian obtained from another party and which Ceridian treats as or designates as being proprietary, private or confidential, whether or not owned or developed by Ceridian.

Notwithstanding the foregoing, “Confidential Information” does not include any information which is now or subsequently becomes properly generally publicly available or in the public domain; is independently made available to Employee in good faith by a third party who has not violated a confidential relationship with Ceridian; or is required to be disclosed by law or legal process. Notwithstanding the foregoing, information which is made generally publicly available by or with the aid of Employee outside the scope of employment or contrary to the requirements of this Agreement and reasonable business practice will not be generally publicly available or in the public domain for the purposes of this Agreement.

1.10“Disability” shall mean total and permanent disability, as defined in the Disability Plan.

1.11“Disability Plan” shall mean Ceridian’s group long-term disability plan applicable to Employees, as may be amended from time to time in Ceridian’s sole discretion.

1.12“Person” is to be interpreted broadly and shall include any individual, partnership, firm, corporation, company, limited liability or joint stock company, trust, unincorporated association,

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joint venture, syndicate, governmental entity or any other entity, and pronouns have a similarly extended meaning.

ARTICLE 2
EMPLOYMENT, DUTIES AND TERM

2.01Employment. Upon the terms and conditions set forth in this Agreement, Ceridian HCM hereby confirms the employment of the Employee as EVP, Chief Product and Technology Officer for Ceridian HCM, reporting to the President of Ceridian, or to such other role as identified by Ceridian in its sole discretion going forward, and Employee hereby accepts such employment.

2.02Duties and Responsibilities. As EVP, Chief Product and Technology Officer of Ceridian HCM, Employee shall:

(a)devote his or her full-time and reasonable best efforts to Ceridian and to fulfilling the duties of his or her position which shall include such duties as set out in Appendix A hereto, and as may from time to time be assigned to him/her by his or her manager, provided that such duties are reasonably consistent with Employee’s education, experience and background;

(b)comply with Ceridian’s policies and procedures, including, but not limited to its Code of Conduct, to the extent that such policies and procedures are not inconsistent with this Agreement, in which case the provisions of this Agreement shall prevail.

2.03Term. Subject to the provisions of ARTICLE 4, the Employee’s employment pursuant to this Agreement shall commence on the August 5, 2020, or such earlier date as the parties agree (the “Start Date”), and shall continue until terminated by either party in accordance with the terms hereof (the “Term”).

2.04Employee Representation. Employee hereby represents to Ceridian HCM that the execution and delivery of this Agreement by Employee and the performance by Employee of Employee’s duties hereunder shall not constitute a breach of, or otherwise contravene the terms of any other employment agreement or other agreement or policy to which Employee is a party or otherwise bound.

2.05Legal Work Requirements.   This Agreement and Employee’s continued employment with Ceridian HCM is contingent upon Employee meeting and maintaining throughout his or her employment, all requirements necessary to be legally entitled to work for Ceridian HCM within the United States, performing the roles assigned in connection with this position.  

ARTICLE 3
COMPENSATION AND EXPENSES

3.01Base Salary.  In exchange for all services rendered by Employee under this Agreement during the Term, Ceridian HCM shall pay Employee a Base Salary of Six Hundred Fifty Thousand Dollars ($650,000) USD per year, which amount will be subject to periodic review in accordance with Ceridian HCM’s salary review process.  The Base Salary shall be paid in accordance with

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Ceridian HCM’s normal payroll procedures and policies, as such procedures and policies may be modified from time to time.

3.02Incentive Plan.  Employee shall be eligible to participate in a variable incentive plan (the “Incentive Plan”) (i) on the same terms and conditions applicable to other similarly situated Ceridian employees, (ii) with a target annual value based on sixty percent (60%)  of Employee’s Base Salary, prorated for the number of months Employee participates in the Incentive Plan during a year.  The Incentive Plan compensation payable shall be at the sole discretion of Ceridian HCM.  The specific objectives and success criteria of the Incentive Plan shall be established by Ceridian each year, subject to change from time to time, in its sole discretion.  Ceridian shall have the right to alter, amend or discontinue any incentive plans, including the Incentive Plan, or Employee’s participation therein, with or without prior notice and without compensation to Employee, provided the changes are consistent with those affecting other employees at Employee’s same or similar level and the Employee acknowledges and agrees that such changes will not constitute a constructive dismissal of the Employee’s employment. Payment, if any, under the Incentive Plan is at the sole discretion of Ceridian HCM and will only be made if Ceridian’s senior management team, the Board of Directors, compensation committee and/or other required personnel approve the amount to fund the Plan.

Employee shall receive his full target bonus (prorated for the number of months Employee participates in the Incentive Plan) in cash in 2020, payable at the same time as other Incentive Plan payments.

3.03Signing bonus. Employee will be entitled to a one-time signing bonus in the amount of Two Hundred Thousand Dollars ($200,000) USD (less applicable statutory withholdings as required by law), which will be paid to the Employee at the same time as the first regular payment of the Employee’s Base Salary. Employee must be employed by Ceridian HCM at the time such bonus is to be paid in order to be entitled to receive it.  If Employee voluntarily terminates employment with Ceridian, or Ceridian terminates the Employee’s employment for Cause (as defined by Article 4.01 hereof) at any time within 3 years from the Employee’s Start Date, the Employee will be required to repay Ceridian the amount of this signing bonus, pro-rated based on the number of completed years worked less than 3 (i.e. if Employee resigns after completing one year of work, Employee will be required to pay two-thirds (2/3) of the signing bonus). Employee hereby expressly authorizes Ceridian to deduct amounts owing hereunder from any amounts owing to Employee on termination, to the extent permitted by state and federal law.

3.04Benefit Plans. Employee shall be entitled to participate in the employee health and welfare, retirement and other employee benefits programs offered generally from time to time by Ceridian to its senior Employee employees in the applicable country, to the extent that Employee’s position, tenure, salary, and other qualifications make Employee eligible to participate.

3.05Business Expenses.  Ceridian HCM shall, consistent with its policies in effect from time to time, bear all ordinary and necessary business expenses incurred by Employee in performing his or her duties as an employee of Ceridian HCM, provided that Employee accounts promptly for such expenses to Ceridian HCM in accordance with Ceridian HCM’s applicable expense reimbursement policy the manner prescribed from time to time by Ceridian HCM.

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3.06Vacation. Employee is entitled to participate in Ceridian’s Vacation Time Away from Work or other employee personal days off/vacation programs offered generally from time to time by Ceridian to its senior executive employees in the applicable country, to the extent that Employee’s position, tenure, salary and other qualifications make the Employee eligible to participate.

3.07Equity Grants.  Subject to approval by the Board and the execution and delivery of appropriate documentation related thereto, Ceridian HCM will recommend to the Board of Directors to provide the Employee with a restricted stock units (“RSUs”) award under the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (as may be amended from time to time (“2018 EIP”)) with a value of Five Million ($5,000,000) USD. All equity awards are granted subject to and in conformity with the provisions of the 2018 EIP, the applicable award agreement, and/or such other agreements as may be required to be entered into between the Employee and Ceridian.  On the date of grant of the equity awards, the number of RSUs awarded will be determined based upon the closing price of a share of Common Stock on the New York Stock Exchange.  Ceridian’s ticker symbol is “CDAY”.  Details of the RSU award will be communicated to the Employee under separate cover upon approval by our Board of Directors.

Each RSU grant will vest in three equal tranches, one third (1/3) each, on the first three (3) anniversaries of the date of grant, subject to the Employee’s continued service through the applicable vesting date.

 

3.08LTIP In addition, Employee will be eligible to participate in the Ceridian’s Long Term Incentive Plan (LTIP), commensurate with Employee’s level in place from time to time.  Any granting under the LTIP plan would be conditional upon Company performance, individual performance, any other measure as deemed appropriate in Ceridian’s sole discretion and subject to board approval.  The Company has the right to change the plan, including discontinuation, at Ceridian’s sole discretion.

For 2021, the Employee’s LTIP award will have a fair market value equal to no less than Three Million ($3,000,000) Dollars USD in the form of either stock options, RSUs and/or performance awards (shares) based on specific performance objectives and success criteria established by Ceridian, subject to change from time to time, in its sole discretion.

Future long-term equity incentive grants will reflect levels of competitiveness consistent with Ceridian’s compensation philosophy.  The specific objectives and success criteria of the long-term equity incentive shall be established by Ceridian each year, subject to change from time to time, in its sole discretion.  Ceridian shall have the right to alter, amend or discontinue any long term equity incentive plan or Employee’s participation therein, with or without prior notice and without compensation to Employee, provided the changes are consistent with those affecting other employees at Employee’s same or similar level and the Employee acknowledges and agrees that such changes will not constitute a constructive dismissal of the Employee’s employment.   

All options contemplated under this Section 3.08 shall be provided subject to and in conformity with the provisions of the 2018 EIP (and / or such other agreements as may be required by Ceridian HCM Holding) to be entered into between Employee and Ceridian HCM Holding.

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3.09Deductions.Ceridian HCM shall be entitled to make such deductions and withholdings from Employee’s remuneration as Ceridian HCM reasonably determines are by law are required to be made, and as may be required by Employee’s participation in any of the benefit programs described herein.

3.10Indemnification and Insurance. In addition to any benefits provided under applicable law, Employee will be entitled to the benefits of those provisions of Ceridian HCM’s Certificate of Incorporation and By-Laws, as may be amended from time to time, which provide for indemnification of directors and officers of Ceridian HCM (and no such provision shall be amended in any way to limit or reduce the extent of indemnification available to the Employee as a director or officer of Ceridian HCM). The rights of the Employee under such indemnification obligations shall survive the termination of this Agreement and be applicable for so long as the Employee may be subject to any claim, demand, liability, cost or expense, which the indemnification obligations referred to in this Section 3.10 are intended to protect and indemnify him or her against.

Ceridian HCM shall, at no cost to the Employee, at all times include the Employee, during the Term and for so long thereafter as the Employee may be subject to any such claim, as an insured under any directors’ and officers’ liability insurance policy maintained by Ceridian HCM, which policy shall provide such coverage in such amounts as the Board of Directors of Ceridian HCM shall deem appropriate for coverage of all directors and officers of Ceridian HCM.

ARTICLE 4
EARLY TERMINATION

4.01Termination for Cause.  Ceridian HCM may terminate this Agreement and Employee’s employment immediately for Cause.  For the purpose hereof "Cause" shall mean:

(a)conduct by Employee involving theft or misappropriation of assets of Ceridian;

(b)fraud, embezzlement or an indictable offense by Employee;

(c)any material act of dishonesty, financial or otherwise, by Employee against Ceridian;

(d)intentional violations of law by Employee involving moral turpitude;

(e)any material violation of Ceridian’s Code of Conduct and ethics policies by Employee; or

(f)the continued failure by Employee to attempt in good faith to perform his or her duties as reasonably assigned to Employee pursuant to Section 2.02 of ARTICLE 2 of this Agreement, after receiving not less than 90 days written notice of such failure and a demand to rectify such failure (which notice specifically identifies the manner in which it is alleged Employee has not attempted in good faith to perform such duties).

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(g)Should Employee be terminated with cause, Employee is only entitled to payment of unpaid wage and accrued, yet unused vacation (if applicable), up to and including the separation date.

4.02Termination Without Cause.  Ceridian HCM may terminate this Agreement and Employee's employment Without Cause immediately upon written notice to Employee.  In the event of termination of Employee’s Employment pursuant to this Section 4.02 and subject to Section 4.05 and 4.06, compensation shall be paid to Employee as follows, within 60 days after the date the Executive’s employment termination date and after signing and not revoking the release agreement set out in Section 4.05:

(a)a lump sum cash payment (subject to receipt of the general release of claims to be executed by the Employee contemplated in Section 4.05 below), equal to 12 months Base Salary and Incentive Plan payment at the annual target amount.

(b)reasonable outplacement services, to be provided through Ceridian HCM’s preferred provider of such services;

(c)for a period of up to 6 months following the date of Employee’s termination, or until Employee is no longer eligible for “COBRA” continuation coverage, whichever is earlier, and subject to Employee’s valid election to continue health care coverage under Section 4980B of the Code (“COBRA”), Ceridian HCM will subsidize Employee’s COBRA payment obligations, and the payment obligations of Employee’[s covered family members (as long as they are qualified beneficiaries at the time of Employee’s termination and remain qualified beneficiaries in accordance with the terms and conditions of the benefit plan).

4.03Termination by Employee upon Written Notice.  Employee may terminate this Agreement and his or her employment at any time on at least 90 days' prior written notice to Ceridian HCM, or such shorter period of notice as may be accepted by Ceridian HCM in writing.  Ceridian HCM shall be entitled to waive entirely, or abridge, such notice period, without being required to pay Employee any severance payment in lieu or other compensation in respect of such notice period.

4.04Termination in the Event of Death or Disability. This Agreement and Employee’s employment shall terminate in the event of death or Disability of Employee, in which case the following will apply:

(a)In the event of Employee’s Disability, Base Salary shall be terminated as of the end of such period that Employee is unable to perform his or her duties on a full-time basis and that establishes that Employee suffers from a Disability pursuant to the Disability Plan;

(b)In the event of termination by reason of Employee’s death or Disability, and subject to Sections 4.06 and 4.07, Ceridian HCM shall pay to Employee a prorated portion (to the date of termination) of the Incentive Plan compensation (at target level), if any, to which Employee would otherwise have become entitled for the fiscal year in which his or her death or Disability occurs had Employee remained continuously employed for the full fiscal year, calculated by multiplying such Incentive Plan compensation by a fraction, the

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numerator of which is the number of days in the applicable fiscal year through the date of termination and the denominator or which is 365.  The amount payable pursuant to this Section 4.04(b) shall be paid within 15 days after the date such Incentive Plan would have otherwise been paid had Employee remained employed for the full fiscal year; i.e. the payout date for all other Ceridian employees and Employees.    

4.05Entire Termination Payment.  The compensation provided for in this ARTICLE 4 for termination of this Agreement and Employee’s employment pursuant to Sections 4.02, 4.03 or 4.04 shall constitute Employee's sole remedy for such termination. Employee shall not be entitled to any other notice of termination, or termination or severance payment which otherwise may be payable to Employee under common law, case law, statute, in equity or other agreement between Employee and Ceridian HCM, and he or she shall have no action, cause of action, claim or demand against Ceridian HCM or other Ceridian Affiliate or any other Person as a consequence of such termination.  It shall be a condition of the payment of the compensation provided for in this ARTICLE 4 that Employee shall timely execute a general release of claims in a form satisfactory to Ceridian and not revoke the release in the time provided to do so.  Ceridian HCM shall provide Employee with a form of release not later than five business days following the Employee’s termination of employment and Employee must execute and deliver the release within 21 days (or, to the extent required by applicable law, 45 days) following the date Ceridian HCM delivers the release to the Employee.

4.06Return of Records upon Termination.  Immediately upon termination of Employee’s employment with Ceridian HCM for any reason whatsoever, all documents, records, notebooks, and similar repositories of, or containing, trade secrets or intellectual property of Ceridian, or any Confidential Information, then in Employee’s possession or control, including copies thereof, whether prepared by Employee or others, will be  returned to  Ceridian.

4.07Code Section 409A.  It is the parties’ intention that payments under this ARTICLE 4 will be exempt from the requirements of Section 409A of the Code (“Section 409A”) because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and the Agreement shall be construed and administered in a manner consistent with such intent.  If any payment is or becomes subject to the requirements of Section 409A, the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A.  Further, any payments that are subject to the requirements of Section 409A may be accelerated or delayed only if and to the extent otherwise permitted under Section 409A.  All payments to be made under the Agreement upon a termination of employment may only be made upon a “separation of service” as defined under Section 409A and any “separation from service” shall be treated as a termination of employment.  If the provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the Employee’s separation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, if earlier, the date of Employee’s death (the “delayed payment date”).  All such withheld amounts will be accumulated and paid, without interest, on the delayed payment date.   

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Notwithstanding anything to the contrary in this Agreement, with respect to payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release:

(i)If the Employee fails to execute the release on or prior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, the Employee shall not be entitled to any payments or benefits otherwise conditioned on the release, and

 

(ii)In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, any payments required to be made to the Employee that are conditioned on the release (and would otherwise be made in the earlier of such taxable years) shall be made in the later taxable year.  Any payments that are delayed pursuant to this Section (ii) shall be paid in a lump sum on the latest of the date the Employee executes and does not revoke the release (and the applicable revocation period has expired), the first business day in such later taxable year, or the date payment is otherwise due under the terms of this Agreement.

 

ARTICLE 5
CONFIDENTIALITY AND ETHICS

5.01Confidentiality. Employee acknowledges Ceridian’s representation that it has taken reasonable measures to preserve the secrecy of its Confidential Information. Employee will not, during the term or after the termination or expiration of this Agreement or his or her employment, download, upload, copy, transfer, publish, disclose, or utilize in any manner any Confidential Information obtained while employed by Ceridian HCM, except that, during Employee’s employment, Employee shall be entitled to download, upload, copy, transfer, use and disclose Confidential Information (i) as reasonably required to perform Employee’s duties as an employee of Ceridian, and (ii) in the reasonable conduct of the business and Employee’s role within the business.  If Employee leaves the employ of Ceridian, Employee will not, without Ceridian’s prior written consent, retain, remove, or take away any drawing, writing or other record in any form containing any Confidential Information.  Further, Employee agrees to comply with the terms and conditions of Ceridian’s Privacy Guidelines & Pledge of Confidentiality, the terms of which are attached hereto as Appendix B and are incorporated herein by reference and form a part of this Agreement.

5.02Business Conduct and Ethics. During the Term, Employee will engage in no activity or employment which may conflict with the interest of Ceridian, and will comply with Ceridian’s policies and guidelines pertaining to business conduct and ethics.

5.03Policies.  Employee agrees to follow the policies and procedures established by Ceridian from time to time.

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ARTICLE 6
INTELLECTUAL PROPERTY RIGHTS, DISCLOSURE
AND ASSIGNMENT

6.01Disclosure.  Employee will disclose promptly in writing to Ceridian all inventions, improvements, discoveries, software, writings and other works of authorship which are conceived, made, discovered, or written jointly or singly on Ceridian time or on Employee's own time, providing the invention, improvement, discovery, software, writing or other work of authorship is capable of being used by Ceridian in the normal course of business.  Except for inventions excluded under Cal. Labor Code § 2870 and disclosed by Employee on Appendix D (which are incorporated herein by reference and form a part of this Agreement), all  such inventions, improvements, discoveries, software, writings and other works of authorship shall belong solely to Ceridian immediately upon conception, development, creation, production or reduction to practice, and Employee hereby waives any and all moral rights that he or she may have therein.

6.02Instruments of Assignment. Employee will sign and execute all instruments of assignment and other papers to evidence transfer of Employee's entire right, title and interest in such inventions, improvements, discoveries, software, writings or other works of authorship in Ceridian, at the request and the expense of Ceridian, and Employee will do all acts and sign all instruments of assignment and other papers Ceridian may reasonably request relating to applications for patents, patents, copyrights, and the enforcement and protection thereof.  If Employee is needed, at any time, to give testimony, evidence, or opinions in any litigation or proceeding involving any patents or copyrights or applications for patents or copyrights, both domestic and foreign, relating to inventions, improvements, discoveries, software, writings or other works of authorship conceived, developed or reduced to practice by Employee, Employee agrees to do so, and if Employee leaves the employ of Ceridian, Ceridian shall pay Employee at a rate mutually agreeable to Employee and Ceridian, plus reasonable travel or other expenses.

6.03Ceridian’s IP Development Agreement.  Without limiting the generality of the foregoing, Employee agrees to comply with the terms and conditions of Ceridian’s Intellectual Property Agreement as amended from time to time, the current terms of which are attached hereto as Appendix C and are incorporated herein by reference and form a part of this Agreement.

ARTICLE 7
NON-DISPARAGEMENT, NON-RECRUITMENT and DUTY OF LOYALTY

7.01General.  The parties hereto recognize and agree that (a) Employee is a senior employee of Ceridian, (b) Employee has received, and will in the future receive Confidential Information (c) Ceridian’s business is conducted on a worldwide basis and, (d) provision for non-disparagement obligations by Employee is critical to Ceridian’s continued economic well-being and protection of Ceridian’s Confidential Information. In light of these considerations, this ARTICLE 7 sets forth the terms and conditions of this Employees obligations of non-disparagement subsequent to the termination of this Agreement and/or Employee’s employment for any reason.

 

7.02Non-disparagement. Employee covenants and agrees that during the course of Employee’s employment by Ceridian, and subsequent to the termination thereof, for any reason, Employee shall not disparage or otherwise portray in a negative light, whether verbally or in

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writing to any third party, Ceridian, its business or any of its shareholders, directors, officers, employees or agents.  This paragraph will not be construed or applied in a manner that interferes with Employee’s rights under the National Labor Relations Act, including but not limited to Employee’s rights to discuss working conditions and other work-related information with co-workers.

7.03Duty of Loyalty. During the terms of this Agreement, Employee will devote full time and energy to furthering Ceridian’s business and will not pursue any other business activity without Ceridian’s written consent.

7.03Non-Recruitment. During the term of employment and for a one year period  following termination of employment for any reason, Employee will not directly or indirectly hire any of Ceridian’s employees, or solicit any of Ceridian’s employees for the purpose of hiring them or inducing them to leave their employment with Ceridian, nor will Employee own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by or be connected in any manner with any person or entity which engages in the conduct prescribed in this Section. This provision shall not preclude Employee from responding to a request (other than by Employee’s employer) for a reference with respect to an individual’s employment qualifications.  This Section shall be limited to situations where Employee is aided in his or her conduct by the use or disclosure of trade secrets (as defined by California law, as appropriate).

 

7.04Defend Trade Secrets Act. Notwithstanding Employee’s obligations under this ARTICLE 7 and otherwise, Employee understands that pursuant to 18 U.S.C § 1833(b)(1): “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, Employee acknowledges that Employee has the right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Employee also acknowledges that Employee has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

7.04 Survival and Enforceability. Without limiting the generality of Section 8.03, the obligations of this ARTICLE 7 shall survive the termination or expiration of this Agreement and Employee’s employment. Should any provisions of this ARTICLE 7 be held invalid or illegal, such illegality shall not invalidate the whole of this ARTICLE 7 or the agreement, but, rather, ARTICLE 7 shall be construed as if it did not contain the illegal part or narrowed to permit its enforcement, and the rights and obligations of the parties shall be construed and enforced accordingly.  Employee acknowledges the uncertainty of the law in this respect and expressly stipulates that this ARTICLE 7 shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its expressed terms) possible under applicable

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law. This ARTICLE 7 does not replace and is in addition to any other agreements Employee may have with Ceridian on the matters addressed herein.

ARTICLE 8
GENERAL PROVISIONS

8.01Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Ceridian HCM, whether by way of merger, consolidation, operation of law, assignment, purchase or other acquisition of substantially all of the assets or business of Ceridian HCM, and any such successor or assign shall absolutely and unconditionally assume all of Ceridian HCM's obligations hereunder.

8.02Notices.  All notices, requests and demands given to or made pursuant hereto shall, except as otherwise specified herein, be in writing and be delivered or mailed to any such party at the addresses set forth in the signature blocks below. Either party may, by notice hereunder, designate a changed address.  Any notice, if mailed properly addressed, postage prepaid, registered or certified mail, shall be deemed dispatched on the registered date or that stamped on the certified mail receipt, and shall be deemed received within the second business day thereafter or when it is actually received, whichever is sooner.

8.03Survival.  The obligations of Section 5.01 and Articles 6 and 7 shall survive the expiration or termination of this Agreement and Employee’s employment.

8.04Captions.  The various headings or captions in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

8.05Construction.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.  Subject to applicable law, if there is a conflict or inconsistency between the terms of this Agreement and applicable law, the terms of this Agreement will govern to the extent of that conflict or inconsistency, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

8.06Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be conclusively deemed to be severable and to have been severed from this Agreement and the balance of this Agreement shall remain in full force and effect, notwithstanding such severance. To the extent permitted by law, each of the parties hereto hereby waives any law, rule or regulation that might otherwise render any provision of this Agreement invalid, illegal or unenforceable.

8.07Waivers.  No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.

8.08Modification.  Any changes or amendments to this Agreement must be in writing and signed by both parties.

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8.09Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the parties hereto in reference to all the matters herein agreed upon.  This Agreement replaces in full all prior employment or change of control agreements or understandings of the parties hereto with respect to such subject matter, and any and all such prior agreements or understandings are hereby rescinded by mutual agreement.

8.10Execution of Agreement. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and such counterpart together shall constitute one and the same agreement. For the purposes of this Section, the delivery of a facsimile copy of an executed counterpart of this Agreement shall be deemed to be valid execution and delivery of this Agreement, but the party delivering a facsimile copy shall deliver an original copy of this Agreement as soon as possible after delivering the facsimile copy.

8.11Taxes.  Ceridian is authorized to withhold from any payments made hereunder and any other compensation payable to Employee in any capacity amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as Ceridian reasonable determines is advisable to enable Ceridian and Employee to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under this Agreement.

8.12Currency.  All payments made hereunder shall be in the currency of the United States.

8.13Breach of Restrictive Covenants.  Employee acknowledges and agrees that any breach by Employee of the restrictions set forth in Article 5 and Article 7 shall be considered a material breach of this Agreement entitling Ceridian to seek damages and pursue any additional rights or remedies as may be available to it at law or in equity.

ARTICLE 9
EMPLOYEE’S UNDERSTANDING

9.01Employee’s Understanding.  Employee recognizes and agrees that he or she has read and understood all and each Article, Section and paragraph of this Agreement, and that he or she has received adequate explanations on the nature and scope of those Articles, Sections and paragraphs which he or she did not understand.  Employee recognizes that he or she has been advised that the Agreement entails important obligations on his or her part, and recognizes that he or she has had the opportunity of consulting his or her legal adviser before signing the Agreement.

9.02Employment At-Will.  Nothing in this Agreement is intended to establish any minimum period of the Employee’s continuing employment, and such employment continues to be on an “at-will” basis.  The Employee acknowledges that his or her employment with Ceridian HCM is terminable at will at any time by either party subject to the provisions regarding Termination in ARTICLE 4.

 

[Remainder of Page Left Intentionally Blank]

 

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

 

 

 

 

 

 

 

 

 

 

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APPENDIX A

 

The EVP, Chief Product and Technology Officer will shape and lead the execution of the go-forward product vision, including product roadmap, technology, and engineering.  As a key member of the executive leadership team, the EVP, Chief Product and Technology Officer will work in tandem with the Board, CEO, President, and leadership team.  The EVP, Chief Product and Technology Officer will lead Ceridian’s technological innovation while supporting the development of new products and the mature, existing businesses and products

 

The role includes developing product and technology strategy and execution, as well as key performance measures, establishing objectives to drive a unified platform and customer experience.  

 

Specific priorities for the EVP, Chief Product and Technology Officer:

 

 

 

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Appendix B

 

Privacy Guidelines & Pledge of Confidentiality

 

As an employee of Ceridian HCM, Inc. or one of its affiliates (collectively “Ceridian”), you will be in a position of trust and confidence, and will have access to and become familiar with Confidential Information (as that term is defined in the Employment Agreement to which this Appendix is attached) created, developed, used by or in possession of Ceridian.  The unauthorized uploading, downloading, copying, transfer, disclosure to or unauthorized use could seriously harm Ceridian’s business and cause monetary loss that would be difficult, if not impossible, to measure

 

Ceridian is sensitive to the necessity of maintaining the confidentiality of Confidential Information.  Ceridian recognizes both the inherent right to privacy of every individual and its obligation to preserve the confidentiality of Confidential Information kept in its files.  Ceridian is also aware of the concerns about individual privacy and perceived possible abuses of Confidential Information kept in automated data banks and other forms.  Ceridian has, therefore, established privacy guidelines to ensure the protection, to the best of Ceridian’s ability, of all Confidential Information in its possession, in whatever form it is kept, whether it be an automated data bank, manual (or paper) file, microfiche or any other form.  Accordingly, all Confidential Information in the possession of Ceridian, whether from clients or from Ceridian’s own employees or contractors, must be handled and protected in accordance with the following principles:

 

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Ceridian employs a Privacy Officer who is charged with ensuring that Ceridian complies with all privacy-related obligations imposed by statute or contract.  Any questions regarding the collection, use, access, disclosure, retention or destruction of Confidential Information should be directed to the Privacy Officer.

 

Adherence to the guidelines set out above is a requirement for continued employment with Ceridian.  Material breaches of these guidelines may result in discipline up to and including dismissal, or in the case of contractors, cancellation of your contract with Ceridian.

 

 

 

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APPENDIX C

 

Intellectual Property Agreement

 

In consideration of Ceridian HCM, Inc. or one of its affiliates (collectively “Ceridian”) offering me employment, I hereby expressly acknowledge and agree as follows:

1.0Except for inventions excluded under Cal. Labor Code § 2870 and disclosed by me on Appendix D, all  Ceridian developments which I may solely or jointly author, conceive, or develop, or reduce to practice, or cause to be authored, conceived, or developed, or reduced to practice, during the term of my employment with Ceridian (collectively “Developments”) are the property of Ceridian. I will promptly make fullest disclosure to Ceridian of all Ceridian Developments.  I further agree to execute such documents and do such things as Ceridian may reasonably require from time to time to assign to Ceridian all right, title, and interest in and to all Ceridian Developments, and agree, at Ceridian’s expense, during the term of my employment and thereafter, to execute any and all applications or assignments relating to intellectual property including patents, copyrights, industrial designs and trademarks, and to execute any proper oath or verify any proper document in connection with carrying out the terms of this agreement.

 

2.0In the event Ceridian is unable for any reason whatsoever to secure my signature to any lawful and necessary documents relating to paragraph 1 hereof and to apply for, or to prosecute, any applications for letters patent, copyright, designs or trademarks (foreign or domestic) in respect to the Ceridian Developments, I hereby irrevocably designate and appoint Ceridian and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright, designs or trademarks thereon with the same legal force and effect as if executed by me.

 

3.0At the time of leaving the employ of Ceridian I will deliver to Ceridian, and will not keep in my possession, nor deliver to anyone else, any and all information in any tangible form and all copies, partial copies, notes, summaries, records, descriptions, drawings, reports and other documents, data or materials of or relating to the Ceridian Developments or which contain or make reference to the Ceridian Developments, in my possession or control.

 

4.0I hereby waive for the benefit of Ceridian and, where legally possible, assign to Ceridian any moral rights I have, or may in the future have, in any Ceridian Developments.

 

5.0This agreement shall extend to and endure to the benefit of the successors and assigns of Ceridian and shall be binding upon me and my heirs, executors, administrators, successors and assigns.

 

 

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APPENDIX D
INVENTIONS EXCLUDED UNDER CAL. LABOR CODE § 2870

 

Section 2870 of California Labor Code provides that an employee shall assign, or offer to assign, rights in invention to employer, as follows:

(a)Any provision and employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities or trade secret information except for those inventions that either:

(1)Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2)Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Pursuant herein, identified below are all inventions that have been made or conceived or first reduced to practice by myself alone or jointly with others prior to my employment with the Company. If there are no Inventions listed, I represents that I have made no such inventions.

 

(1)_______________________;

 

(2) _______________________;

 

(3)________________________;

 

(4) ________________________.

 

Add additional sheets of papers, if necessary.

 

 

 

Exhibit 10.3

SEPARATION AGREEMENT, RELEASE and CONSULTING AGREEMENT

 

THIS AGREEMENT made as of the 16^th day of February, 2021.

BETWEEN:

CERIDIAN CANADA LTD.

( “Ceridian Canada”) and

CERIDIAN HCM HOLDING INC. (“Ceridian Holding”)

 

- and -

SCOTT A. KITCHING

(hereinafter “Kitching”)

WHEREAS:

A.Ceridian Canada is a corporation incorporated pursuant to the federal laws of Canada, and registered to and carrying on business throughout Canada of providing human capital management software and services;

B.Ceridian Holding is a Delaware corporation and the indirect parent company of Ceridian Canada;

C.Scott Kitching is currently Executive Vice President, General Counsel and Assistant Secretary of Ceridian;  

D.Ceridian and Kitching have mutually agreed that Kitching’s employment with Ceridian Canada will change as follows:

THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained to be performed, the parties agree as follows:

Section 1. Definitions

1.01As used in this Agreement:

 

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Section 2.Change in Roles and Responsibilities; Separation from Ceridian

2.01The parties agree that Kitching’s working notice period will begin effective July 1, 2021 and end on December 31, 2021 (the “Working Notice Period”).  Between the date of execution of this Agreement and the commencement of the Working Notice Period, Kitching will assist with transition activities.  Thereafter, and during the Working Notice Period, Kitching will remain available only for miscellaneous consultation and inquiries until the Employment Separation Date, with the intention being that Kitching will be on scheduled paid Time Away from Work (vacation) from July 1, 2021 to September 30, 2021 and thereafter would be available to provide consultation and respond to incidental enquiries as required. The parties expressly agree that such vacation will satisfy any and all accrued and unused vacation entitlements (contractual and statutory) both prior to and during the Working Notice Period. As of the Employment Separation Date, Kitching’s employment with Ceridian will cease, he will no longer be Senior Advisor to the Chief Executive Officer of Ceridian, and thereafter Kitching shall continue performing services for Ceridian solely as consultant and independent contractor, on and subject to the terms set forth below.

As of July 1, 2021, Kitching will no longer be a Section 16 Officer or a “Group 1” executive, and accordingly it is understood and agreed that his obligations with respect to trading in Ceridian securities as a Group 1 executive will cease as of that date.  

 

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2.02In the event Kitching obtains alternative employment during the Working Notice Period, he shall provide Ceridian with no less than 30 days written notice of the resignation of his employment, the conclusion of which shall be the Employee Separation Date, and in such case the Consulting Term referenced herein shall commence on the following day, and conclude on June 30, 2023. The amounts that would have been payable to Kitching up to December 31, 2021 but for a resignation pursuant to this provision shall be added to, and paid together with the amounts stipulated herein at paragraph 2.02 (a)(ii).

Although not anticipated, should Kitching act in a manner so as to constitute just cause at common law prior to or during the Working Notice Period, or otherwise violate a material provision of this agreement, this agreement shall automatically terminate, the offers herein will be null and void, including but not limited to the agreement to provide pay in lieu of notice and the Consulting Agreement set out herein.  

Kitching hereby confirms that he has had adequate opportunity to ask Ceridian any questions regarding this Agreement and to discuss this Agreement with his financial and legal advisors, and any other persons he wished to consult (subject to the confidentiality obligations contained herein).  Kitching further agrees that he has voluntarily decided to become a party to this Agreement, and understands it will be effective when it is executed by him.  In order to receive all of the benefits of this Agreement, Kitching must, on or after the Employment Separation Date, execute the Release attached hereto as Schedule A, which covers the period from the date of his execution of this Agreement until the Employment Separation Date.

Regardless of whether or not this Release is executed, Kitching will be paid all salary or wages, vested and unused paid days off, and all other amounts to which he is entitled to by law accrued and owing as at the Employment Separation Date, less all legally required or authorized withholding.

2.03Ceridian will, upon execution of the Agreement and Release as set out in Section 2.01 above:

2.04Subject to section 3.03 of this Agreement, all issued and outstanding Stock Options and Restricted Stock Units granted to Kitching will be handled in accordance with the terms of the Plans, as applicable, and the option

 

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agreements governing such Stock Options and Restricted Stock Units and underlying shares.  For the avoidance of doubt, Kitching will be granted his proportionate share of any Restricted Stock Units or other equity compensation granted to Ceridian employees in lieu of or relation to the 2020 MIP.

2.05Other than as explicitly set forth in this Agreement, the consideration and other benefits as set forth in this Section 2 will constitute the full amount of monies and other consideration to be paid to Kitching by Ceridian with respect to and in connection with the termination of his employment, including but not limited to (i) any amounts under Ceridian’s incentive or bonus programs for periods completed prior to or following the Employment Separation Date, (ii) any amounts under the Employment Agreement, and (iii) any amounts owing or claimed to be owing to Kitching pursuant to the terms of any other compensation arrangement to which he was subject during the term of his employment with Ceridian.

Section 3.Engagement of Kitching as a Consultant

3.01Provided Kitching signs Schedule A following his Employment Separation Date, then Ceridian agrees to engage Kitching as an independent contractor to perform the Consulting Services, and Kitching agrees to make himself reasonably accessible and available to Ceridian throughout the Consulting Term, on an independent contractor/consulting basis to provide the Consulting Services as may be requested from time to time by Ceridian and reasonably agreed upon by Kitching, with the intention being that Kitching would be available to provide Consulting Services no more than five (5) business days per calendar month unless otherwise agreed to by the Parties.

3.02Ceridian shall reimburse Kitching for reasonable and demonstrable expenses directly incurred in carrying out his responsibilities under this Agreement, which may include, by way of example only, reasonable travel expenses.  Kitching shall not have the authority to charge any expenses to Ceridian without its prior approval, nor to execute any contracts or other documents on Ceridian’s behalf.

3.03As consideration for the Consulting Services to be provided, and as Kitching will continue to be providing services to Ceridian without interruption following the Employment Separation Date, Kitching will receive the following:

However, and for the avoidance of doubt, in the event Kitching breaches any material term of this Agreement (including without limitation, his obligations as set forth in Section 3.06 or 5), then in addition to any other rights or remedies Ceridian may have at law or in equity, the Consulting Services shall automatically terminate, this Section 3 shall become null and void, all Stock Options and Restricted Stock Units will be handled solely in accordance with the original terms of the Plans, as applicable, and the option agreements governing such Stock Options and Restricted Stock Units and underlying shares and any Stock Options and Restricted Stock Units which may have vested during the Consulting Term shall immediately be forfeited.

 

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3.04During the Consulting Term, Kitching will be subject to the Restrictive Covenants and the further covenants as set out in Article 5 hereof.

3.05In addition to the obligations set forth herein, Kitching shall comply at all times with Ceridian’s security procedures in effect from time to time, as well as the terms and conditions of all Ceridian written policies, including without limitation, the following if and/or as applicable (copies of which Kitching acknowledges having been provided to him or made available to him):

Ceridian Code of Conduct

Privacy Policy

Security Standards / Requirements

Travel Policy

3.06Kitching shall not, either during the course of the Consulting Term or thereafter, for any reason whatsoever, directly or indirectly:

At all times Kitching shall act bona fide and in the best interests of Ceridian and the Customers.

3.07Notwithstanding anything to the contrary, the Consulting Services may be terminated prior to the expiration of the Consulting Term, only in accordance with the following:

For the avoidance of doubt, to the extent Ceridian is able to show a breach of a material term of this agreement, Kitching shall be considered to have breached the Agreement for the purposes of Section 3.03.  The Consulting Services shall also terminate without notice or pay in lieu thereof in case of the death of Kitching, or by reason of illness or accident whereby Kitching is incapable of carrying out the terms and conditions of this Agreement for one (1) month, or upon the bankruptcy of either party.

3.08On termination of the Consulting Services, Kitching shall:

3.09Kitching represents that he is and will at all times throughout the Consulting Term comply with all applicable legislation relating to privacy and the collection, use and disclosure of Personal Information.

3.10During the Consulting Term, Kitching will not be an employee of Ceridian Canada or any other Ceridian entity, and will be considered an independent contractor, and accordingly Employment Laws will not apply to Kitching at any point during the term of the Consulting Services.  Ceridian is interested only in the results obtained by Kitching who retains sole control of the manner and means of performing the Consulting Services, subject to its specific terms and conditions, and provided that he maintains standards generally accepted in the industry for such services.  

3.11All Work Product will belong to Ceridian, and Kitching will deliver all Work Product to Ceridian upon the earlier of the expiration/termination of the Consulting Services or Ceridian's request. Kitching will promptly disclose to Ceridian any works of authorship, including drawings, designs, plans, specifications, notebooks, tape

 

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recordings, computer programs, computer output, models, tracings, schematics, photographs, reports, findings, recommendations, educational materials, data and memoranda of every description and anything else Kitching produces in connection with the Consulting Services, and Kitching hereby assigns to Ceridian all copyrights in such works.  To the extent permitted by law, Kitching waives any moral rights, such as the right to be named as author, the right to modify, the right to prevent mutilation and the right to prevent commercial exploitation, whether arising under the Berne Convention or otherwise.  Kitching will sign any necessary documents and will otherwise assist Ceridian, at Ceridian’s expense, in registering Ceridian’s copyrights and otherwise protecting Ceridian’s rights in such works in any country.  Ceridian will own all patents, copyrights or trade secrets covering such materials and will have full rights to use the materials without claim on the part of Kitching for additional compensation. Kitching will not use any pre-existing intellectual property including any trade secret, invention, work of authorship, mask work or protectable design that has already been conceived or developed by anyone other than Ceridian in connection with the Consulting Services unless Kitching has the right to use it for Ceridian’s benefit.

Section 4.Release of Claims Against Ceridian; Waivers

4.01In consideration of the terms and conditions of this Agreement, Kitching hereby fully and completely releases and discharges Ceridian, and all present and former subsidiaries, parents and affiliated corporations, and all of their respective directors, officers, agents, employees, trustees, insurers, attorneys, employee benefit plans and their fiduciaries, and each of their successors and assigns (collectively, the “Released Parties”), from any and all claims, complaints, agreements, obligations, demands and causes of action which he has or may have and which are known or unknown, arising out of any actions, conduct, decisions, behavior or events occurring up to the date of execution of this Agreement or in any way connected with his employment relationship with Ceridian, his separation from employment from Ceridian, or his entering into this Agreement. Kitching further understands that he must execute the release attached at Schedule A in order to receive all of the benefits of this Agreement.  This Agreement, and the release of claims it contains, specifically covers, but is not limited to, any and all claims, complaints, causes of action or demands that Kitching has or may have against the Released Parties relating in any way to the terms, conditions and circumstances of his employment up to and including the date of his signature below, whether based on statutory or common law, for employment discrimination or other violations of law, or any state’s human rights act, including but not limited to claims under the Employment Standards Act or the Human Rights Code. Notwithstanding the foregoing, neither this Section 4 nor the Additional Release attached as Schedule A will bar any claim that a party has breached this Separation Agreement or to enforce its terms.

Section 5.Non-Disclosure, Non-Competition, Non-Solicitation and Non-Disparagement Agreements and Cooperation

5.01As part of the consideration of Ceridian entering into Kitching’s Employment Agreement, and as consideration for granting Kitching the Stock Options and Restricted Stock Units, Kitching voluntarily signed and agreed to the Restrictive Covenants.  In this regard, Kitching hereby re-affirms the validity and enforceability of the Restrictive Covenants and agrees that such terms remain in full force and effect following execution of this Agreement.  Kitching further agrees never to seek to argue or assert that the Restrictive Covenants are not enforceable against him.

5.02In addition, and in consideration for the payments and other consideration set out herein, Kitching agrees that he will not, from the date hereof until June 30^th, 2022 (the “Covenant Period”),  either directly or indirectly, provide services, in any capacity, whether as an employee, consultant, independent contractor, owner, or otherwise, to any of the following entities, or any of their affiliated entities, where these entities provide products or services which amount to a Competitive Business with Ceridian as of the Employment Separation Date: (1) ADP, LLC, (2) The Ultimate Software Group, Inc., (3) Workday, Inc. (4) Paycom Software Inc. (5) Paylocity Corporation (6) Kronos, Inc.; (7) Payworks Inc. (8) SAP SE or (9) Oracle Corporation.  It is understood and agreed that ownership of less than 1% of the issued and outstanding shares of any of the above entities shall not constitute a breach of this provision.  

 

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5.03In addition, Kitching covenants and that he will not, during the Covenant Period, either directly or indirectly:

5.04The foregoing covenants are given by Kitching acknowledging that he has specific knowledge of the affairs of Ceridian and that Ceridian carries on and attempts to carry on business throughout the world. In the event that any clause or portion of any such covenant should be unenforceable or be declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of the covenants and such unenforceable or invalid portions shall be severable from the remainder of this terms of this Agreement. Kitching hereby acknowledges and agrees that all restrictions contained in this Agreement are reasonable and valid and all defences to the strict enforcement thereof by Ceridian are hereby waived by Kitching.  It is understood by the parties hereto that the covenants contained in this clause are essential elements to the terms of this Agreement and that, but for Kitching’s agreement to enter into such covenants, Ceridian would not have agreed to the payments herein, including but not limited to the severance payment.  The parties hereby acknowledge and agree that the restrictions contained in this clause are in addition to, and not in substitution for, any other restrictive covenants in existence between Ceridian and Kitching, including without limitation, any similar restrictions agreed to in connection with the grant of the Stock Options and all such agreements shall be considered separate and distinct covenants and obligations, enforceable in accordance with their terms notwithstanding the invalidity or unenforceability of any such agreement or term thereof.

5.05In addition, Kitching further agrees as follows:

Section 6.Miscellaneous Provisions

6.01Any and all previous agreements, written or oral, between the parties or on their behalf relating to the engagement of Kitching by Ceridian are hereby terminated and cancelled, and each of the parties releases and forever discharges the other of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such agreement.  This Agreement constitutes the whole agreement between the parties

 

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with respect to Kitching’s engagement by Ceridian.  Notwithstanding the foregoing, the parties acknowledge and agree that the Restrictive Covenants and agreements between the parties related to stock options shall remain in full force and effect according to their terms.  No modifications, amendments or variations of the Agreement shall be effective or binding unless agreed to in writing and properly executed by the parties.  

6.02This Agreement shall not be assignable by Kitching except by the written consent of Ceridian.  The rights and obligations of this Agreement shall inure to the successors and assigns of the Released Parties.

6.03It is understood and agreed that either party may waive in writing any provision of this Agreement intended for such party’s sole benefit, but it is further agreed that any waiver of the performance of any condition by the other party shall not constitute a continuing waiver of any other or subsequent default, but shall include only the particular breach or default so waived.

6.04If Kitching breaches any term of this Agreement or the Restrictive Covenants, Ceridian shall be entitled to its available legal and equitable remedies, including but not limited to suspending and recovering any and all payments and benefits made or to be made under Section 2 of this Agreement, and payment by Kitching of Ceridian’s attorneys’ fees and costs.  If Ceridian seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreement shall remain in full force and effect.  

6.05If any covenant or agreement herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the enforceability or validity of any other covenant or agreement of this Agreement or any part thereof, and any such covenant or agreement may be modified by the court to the maximum extent permitted by law, or if modification is not permissible, severed from this Agreement without affecting the remainder of the Agreement.

6.06This Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Manitoba and all federal laws applicable therein.

6.07This Agreement was prepared by Ceridian.  Kitching represents by signing this Agreement that he has been given the full opportunity to obtain such independent legal and other advice as required to allow him to enter this Agreement, and accordingly the Agreement shall not be construed in favor of or against either party by reason of or to the extent to which any party or its legal counsel participated in its preparation.

6.08This Agreement may be executed by facsimile or electronic transmission and in counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.

IN WITNESS WHEREOF this Agreement has been duly executed by the parties as of the date written above.

 

 

 

SIGNING PAGE TO FOLLOW

 

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[Signing Page to “Separation Agreement, Release and Consulting Agreement” among Ceridian Canada Ltd., Ceridian Holding HCM Inc. and Scott Kitching]

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SCHEDULE A

GENERAL RELEASE OF CLAIMS

I, Scott Kitching, for the sole consideration of the amounts set out in the written agreement titled “Separation Agreement, Release and Consulting Agreement” made amongst the undersigned, Ceridian Canada Ltd. and Ceridian HCM Holding Inc. and the terms and conditions of thereof (the “Settlement”), and such other good and valuable consideration, the receipt and sufficiency whereof by me is hereby expressly acknowledged, do hereby remise, release and forever discharge Ceridian Canada Ltd., Ceridian Holding and all of its parents, affiliates, subsidiaries, insurers and the officers, directors, shareholders, employees, trustees and agents of Ceridian Canada Ltd. and all of its parents, affiliates and subsidiaries including but not limited to Ceridian Canada Corporation, Ceridian Canada Ltd., Ceridian HCM., Inc. (hereinafter collectively referred to as the “Releasees”) of and from all actions, causes of action, debts, demands, dues, bonds, accounts, covenants, contracts and claims whatsoever which I ever had, now have or which I can, shall or may hereafter have for or by reason of any cause, matter or thing whatsoever existing up to the present time, including without limiting the generality of the foregoing any actions, causes of action, suits, debts, demands, or claims relating to my employment or the termination of my employment with any of the Releasees.  

I hereby confirm I have considered whether I may have a claim of harassment or discrimination against the Releasees pursuant to any applicable human rights legislation or otherwise, and confirm the consideration I am receiving under the Settlement fully satisfies any such claim, and I seek no further right or remedy in respect of any such claim.

I also agree not to make any claim or take any proceedings in respect of the claims released against any person, corporation or other entity who or which might claim contribution or indemnity from the Releasees.

I hereby specifically covenant, represent and warrant to the Releasees that I have no further claim against the Releasees for or arising out of my employment or cessation of employment which specifically includes any claims for notice of termination, pay instead of notice, severance pay, incentive compensation, interest and/or vacation pay or claims under The Employment Standards Code or The Human Rights Code, or the equivalent statutes applicable in my province of employment.  I also acknowledge that the monies paid to me include any severance pay and notice pay to which I am entitled under The Employment Standards Code or the equivalent statute in my province of employment.  In the event that I should hereafter make any claim or demand or commence or threaten

 

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to commence any action, claim or proceeding against the Releasees for or by reason of any cause, matter or thing, this document may be raised as a complete bar to any such claim, demand or action.

I agree:

I agree to indemnify the Releasees and save them harmless from any and all income tax, employment insurance or Canada Pension Plan charges or payment that may be claimed by either the Receiver General of Canada or CRA in respect of any failure on your part to withhold such charges or payments after said, and in the event that any proceedings are commenced against the Releasees, I agreed to indemnify them and save them harmless from any money that might be required to be paid by either CRA or the Receiver General of Canada or by any Court.  

I have read the above Release and have had the opportunity to obtain independent legal advice.  I understand that it contains a full and final release of all claims that I have or may have against the Releasees and that there is no admission of liability on the part of the Releasees and that any such liability is denied.

I agree and acknowledge in the event any provision of this Release is deemed void, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

All of the foregoing shall ensure to the benefit of the Releasees, their successors and assigns, and be binding upon me and my respective heirs, executors, administrators, successors and assigns.

 

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IN WITNESS WHEREOF I have duly executed this Release this                day of                                , 20           .

 

 

 

Exhibit 10.4

EMPLOYMENT AGREEMENT

Ceridian HCM, Inc.

- and -

Rakesh Subramanian
(“Employee” or “Executive”)

Date:  February 26, 2021

ARTICLE 1
DEFINITIONS

In this Employment Agreement (the “Agreement”), unless something in the subject matter or context is inconsistent therewith, all defined terms shall have the meanings set forth below:

1.01“Affiliate” shall mean with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, where “control” means the possession, directly or indirectly, or the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.02“Base Salary” shall mean the regular cash compensation paid on a periodic basis as contemplated in Section 3.01, exclusive of benefits, bonuses or incentive payments.

1.03“Board” shall mean the Board of Directors of Ceridian HCM Holdings Inc.

1.04“Cause” shall mean cause as defined under Section 4.01.

1.05“Ceridian” shall mean Ceridian HCM and all of its respective Affiliates, or any one of them.

1.06"Ceridian HCM" shall mean Ceridian HCM, Inc. a Delaware corporation having a business address at 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425 U.S.A., and any successor in interest by way of consolidation, operation of law, merger or otherwise.

1.07“Ceridian HCM Holding” means Ceridian HCM Holding Inc., a Delaware corporation having a business address at 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425 U.S.A., and any successor in interest by way of consolidation, operation of law, merger or otherwise.

1.08 “Code” shall mean the Internal Revenue Code of 1986, as amended.

 

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1.09“Confidential Information” shall mean all information created, developed, known or used by Ceridian in connection with its business, including but not limited to any computer software and designs, program, code, formula, design, prototype, compilation of information, data, techniques, process, information relating to any product, device, equipment or machine, industrial or commercial designs, customer information, financial information, marketing information, business opportunities, and the results of research and development, including without limitation  (and whether or not marked as “proprietary,” “private” or “confidential"):

(a)information or material relating to Ceridian and its business as conducted or anticipated to be conducted, including without limitation: business plans; operations; past, current or anticipated services, products or software; customers or prospective customers; relations with business partners or prospective business partners; or research, engineering, development, manufacturing, purchasing, accounting, or marketing activities;

(b)information or material relating to Ceridian’s inventions, ideas, improvements, discoveries, “know-how,” “negative know how,” technological developments, or unpublished writings or other works of authorship, or to the materials, apparatus, processes, formulae, plans or methods used in the development, manufacture or marketing of Ceridian’s services, products or software;

(c)information on or material relating to Ceridian which when received is marked as “proprietary,” “private” or “confidential;”

(d)trade secrets of Ceridian;

(e)software of Ceridian in various stages of development, software designs, web-based solutions, specifications, programming aids, programming languages, interfaces, visual displays, technical documentation, user manuals, data files and databases of Ceridian;

(f)information relating to employees of Ceridian including with respect to compensation, positions, job descriptions, responsibilities, areas of expertise and experience; and

(g)any similar information of the type described above which Ceridian obtained from another party and which Ceridian treats as or designates as being proprietary, private or confidential, whether or not owned or developed by Ceridian.

Notwithstanding the foregoing, “Confidential Information” does not include any information which is now or subsequently becomes properly generally publicly available or in the public domain; is independently made available to Employee in good faith by a third party who has not violated a confidential relationship with Ceridian; or is required to be disclosed by law or legal process. Notwithstanding the foregoing, information which is made generally publicly available by or with the aid of Employee outside the scope of

 

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employment or contrary to the requirements of this Agreement and reasonable business practice will not be generally publicly available or in the public domain for the purposes of this Agreement.

1.10“Disability” shall mean total and permanent disability, as defined in the Disability Plan.

1.11“Disability Plan” shall mean Ceridian’s group long-term disability plan applicable to Employees, as may be amended from time to time in Ceridian’s sole discretion.

1.12“Good Reason” shall mean the occurrence of any of the following, in each case during Employee’s employment and without the Employee’s written consent: (a)any material breach by Ceridian of any material provision of this Agreement (including, without limitation, any decrease in the Base Salary) or any material provision of any other written agreement between the Employee and Ceridian; (b) a material, adverse change in the Employee’s title, authority, duties or responsibilities (other than as specifically authorized by the Employee, or which is temporarily while the Employee is physically or mentally incapacitated, or as may be required by applicable law) which has the effect of materially diminishing Employee's responsibility or authority, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by Ceridian HCM promptly after receipt of written notice thereof given by Employee and excluding any diminution attributable to a sale, spin-off, reverse spin-off or similar disposition of any Affiliate of Ceridian;.  Employee may not terminate employment for Good Reason without first providing written notice to Ceridian of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) business days of the initial existence of such grounds (or, if later, the date on which he first reasonably becomes aware of such grounds) and Ceridian has had at least thirty (30) business days from the date notice is provided to cure such circumstance.

1.13“Person” is to be interpreted broadly and shall include any individual, partnership, firm, corporation, company, limited liability or joint stock company, trust, unincorporated association, joint venture, syndicate, governmental entity or any other entity, and pronouns have a similarly extended meaning.

ARTICLE 2
EMPLOYMENT, DUTIES AND TERM

2.01Employment. Upon the terms and conditions set forth in this Agreement, Ceridian HCM hereby confirms the employment of the Employee as EVP, Chief Revenue Officer for Ceridian HCM, reporting to the President of Ceridian, or to such other role as identified by Ceridian in its sole discretion going forward, and Employee hereby accepts such employment.

2.02Duties and Responsibilities. As EVP, Chief Revenue Officer of Ceridian HCM, Employee shall:

(a)devote his or her full-time and reasonable best efforts to Ceridian and to fulfilling the duties of his or her position which shall include such duties as set out

 

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in Appendix A hereto, and as may from time to time be assigned to him/her by his or her manager, provided that such duties are reasonably consistent with Employee’s education, experience and background;

(b)comply with Ceridian’s policies and procedures, including, but not limited to its Code of Conduct, to the extent that such policies and procedures are not inconsistent with this Agreement, in which case the provisions of this Agreement shall prevail.

2.03Term. Subject to the provisions of ARTICLE 4, the Employee’s employment pursuant to this Agreement shall commence not later than April 1, 2021, or such earlier date as the parties agree (the “Start Date”), and shall continue until terminated by either party in accordance with the terms hereof (the “Term”).

2.04Employee Representation. Employee hereby represents to Ceridian HCM that the execution and delivery of this Agreement by Employee and the performance by Employee of Employee’s duties hereunder shall not constitute a breach of, or otherwise contravene the terms of any other employment agreement or other agreement or policy to which Employee is a party or otherwise bound.

2.05Legal Work Requirements.   This Agreement and Employee’s continued employment with Ceridian HCM is contingent upon Employee meeting and maintaining throughout his or her employment, all requirements necessary to be legally entitled to work for Ceridian HCM within the United States, performing the roles assigned in connection with this position.  

ARTICLE 3
COMPENSATION AND EXPENSES

3.01Base Salary.  In exchange for all services rendered by Employee under this Agreement during the Term, Ceridian HCM shall pay Employee a Base Salary of Five Hundred Twenty-Five Thousand Dollars ($525,000) USD per year, which amount will be subject to periodic review in accordance with Ceridian HCM’s salary review process.  The Base Salary shall be paid in accordance with Ceridian HCM’s normal payroll procedures and policies, as such procedures and policies may be modified from time to time.

3.02Incentive Plan.  Employee shall be eligible to participate in a variable incentive plan (the “Incentive Plan”), which plan will be pro-rated in 2021 to the Executive’s Start Date (i) on the same terms and conditions applicable to other similarly situated Ceridian employees, (ii) with a target annual value based on one hundred percent (100%)  of Employee’s Base Salary.  The Incentive Plan compensation payable shall be at the sole discretion of Ceridian HCM.  The specific objectives and success criteria of the Incentive Plan shall be established by Ceridian each year, subject to change from time to time, in its sole discretion and subject to the plan documents for each element of the Incentive Plan.  Ceridian shall have the right to alter, amend or discontinue any incentive plans, including the Incentive Plan, or Employee’s participation therein, with or without prior notice and without compensation to Employee, provided the changes are consistent with those

 

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affecting other employees at Employee’s same or similar level and the Employee acknowledges and agrees that such changes will not constitute a constructive dismissal of the Employee’s employment. Payment, if any, under the Incentive Plan is at the sole discretion of Ceridian HCM and will only be made if Ceridian’s senior management team, the Board of Directors, compensation committee and/or other required personnel approve the amount to fund the Plan.

3.03Signing bonus. Employee will be entitled to a one-time signing bonus in the amount of Four Hundred Thousand Dollars ($400,000.00) USD (less applicable statutory withholdings as required by law), which will be paid to the Employee at the same time as the first regular payment of the Employee’s Base Salary. Employee must be employed by Ceridian HCM at the time such bonus is to be paid in order to be entitled to receive it.  If Employee voluntarily terminates employment with Ceridian without Good Reason, or Ceridian terminates the Employee’s employment for Cause (as defined by Section 4.01 hereof) at any time within 2 years from the Employee’s Start Date, the Employee will be required to repay Ceridian the amount of this signing bonus, pro-rated based on the number of completed years worked less than 2 and after 1 year of employment the remaining amount will be prorated on a monthly basis (i.e. if Employee resigns without Good Reason after completing one year of work, Employee will be required to pay one-half (1/2) of the signing bonus; if Employee resigns without Good Reason after 19 months of employment Employee will be required to pay 5/24^th of the signing bonus).  Employee hereby expressly authorizes Ceridian to deduct amounts owing hereunder from any amounts owing to Employee on termination, to the extent permitted by state and federal law.

3.04Benefit Plans. Employee shall be entitled to participate in the employee health and welfare, retirement and other employee benefits programs offered generally from time to time by Ceridian to its senior Employee employees in the applicable country, to the extent that Employee’s position, tenure, salary, and other qualifications make Employee eligible to participate.

3.05Business Expenses.  Ceridian HCM shall, consistent with its policies in effect from time to time, bear all ordinary and necessary business expenses incurred by Employee in performing his or her duties as an employee of Ceridian HCM, provided that Employee accounts promptly for such expenses to Ceridian HCM in accordance with Ceridian HCM’s applicable expense reimbursement policy the manner prescribed from time to time by Ceridian HCM.

3.06Vacation. Employee is entitled to participate in Ceridian’s Vacation Time Away from Work or other employee personal days off/vacation programs offered generally from time to time by Ceridian to its senior executive employees in the applicable country, to the extent that Employee’s position, tenure, salary and other qualifications make the Employee eligible to participate.

3.07Equity Grants.  Subject to approval by the Board and the execution and delivery of appropriate documentation related thereto, Ceridian HCM will recommend to the Board to provide the Employee with a restricted stock units (“RSUs”) award under the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (as may be amended from time to time

 

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(“2018 EIP”)) with a value of Three Million Dollars ($3,000,000.00) USD following the Start Date. All equity awards are granted subject to and in conformity with the provisions of the 2018 EIP, the applicable award agreement, and/or such other agreements as may be required to be entered into between the Employee and Ceridian.  On the date of grant of the equity awards, the number of RSUs awarded will be determined based upon the closing price of a share of common stock of Ceridian HCM Holding on the New York Stock Exchange.  Ceridian’s ticker symbol is “CDAY”.  Details of the RSU award will be communicated to the Employee under separate cover upon approval by the Board.

In addition, subject to approval by the Board and the execution and delivery of appropriate documents related thereto, Ceridian HCM will recommend to the Board that the Executive be granted following the Start Date a long-term equity incentive award with a fair market value equal to up to Two Hundred Thousand Dollars ($200,000.00) USD in the form of Performance-Based RSUs (”PSUs)” under the 2018 EIP based on specific performance objectives and success criteria established by Ceridian and approved by the Board, subject to change from time to time, in the Board’s sole discretion.  

The RSU grant will vest in three equal tranches, one third (1/3) each, on the first three (3) anniversaries of the date of grant, subject to the Employee’s continued service through the applicable vesting date.  The PSU grant will fully vest on the first anniversary of the grant date, subject to attainment of the performance objectives and the Employee’s continued service through the applicable vesting date.

 

3.08LTIP In addition, commencing in 2022, Executive will be eligible to participate in the Ceridian’s Long-term Incentive Plan (LTIP), commensurate with Executive’s level in place from time to time.  Any granting under the LTIP plan would be conditional upon company performance, individual performance, any other measure as deemed appropriate in Ceridian’s sole discretion and subject to board approval.  The LTIP grant will be in the form of either stock options, RSUs and/or performance awards (units or shares) based on specific performance objectives and success criteria timely established by Ceridian in good faith, subject to change from time to time, in its sole discretion.

Future Long-term equity incentive grants will reflect levels of competitiveness consistent with Ceridian’s compensation philosophy.  The specific objectives and success criteria of the long-term equity incentive shall be timely established by Ceridian in good faith each year, subject to change from time to time, in its sole discretion.  Ceridian shall have the right to alter, amend or discontinue any long-term equity incentive plan or Executive’s participation therein, with or without prior notice and without compensation to Executive, provided the changes are consistent with those affecting other employees at Executive’s same or similar level and the Executive acknowledges and agrees that such changes will not constitute a constructive dismissal of the Executive’s employment. 

 

All equity contemplated under this Section 3.08 shall be provided subject to and in conformity with the provisions of the 2018 EIP (and / or such other agreements as may be required by Ceridian HCM Holding) to be entered into between Executive and Ceridian HCM Holding.

 

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3.09Deductions. Ceridian HCM shall be entitled to make such deductions and withholdings from Employee’s remuneration as Ceridian HCM reasonably determines are by law are required to be made, and as may be required by Employee’s participation in any of the benefit programs described herein.

3.10Indemnification and Insurance. In addition to any benefits provided under applicable law, Employee will be entitled to the benefits of those provisions of Ceridian HCM’s Certificate of Incorporation and By-Laws, as may be amended from time to time, which provide for indemnification of directors and officers of Ceridian HCM (and no such provision shall be amended in any way to limit or reduce the extent of indemnification available to the Employee as a director or officer of Ceridian HCM). The rights of the Employee under such indemnification obligations shall survive the termination of this Agreement and be applicable for so long as the Employee may be subject to any claim, demand, liability, cost or expense, which the indemnification obligations referred to in this Section 3.10 are intended to protect and indemnify him or her against.

Ceridian HCM shall, at no cost to the Employee, at all times include the Employee, during the Term and for so long thereafter as the Employee may be subject to any such claim, as an insured under any directors’ and officers’ liability insurance policy maintained by Ceridian HCM, which policy shall provide such coverage in such amounts as the Board of Directors of Ceridian HCM shall deem appropriate for coverage of all directors and officers of Ceridian HCM.

ARTICLE 4
EARLY TERMINATION

4.01Termination for Cause.  Ceridian HCM may terminate this Agreement and Employee’s employment immediately for Cause.  For the purpose hereof "Cause" shall mean:

(a)conduct by Employee involving theft or misappropriation of assets of Ceridian;

(b)fraud, embezzlement or an indictable offense by Employee;

(c)any material act of dishonesty, financial or otherwise, by Employee against Ceridian;

(d)intentional violations of law by Employee involving moral turpitude;

(e)any material violation of Ceridian’s Code of Conduct and ethics policies by Employee; or

(f)the continued failure by Employee to attempt in good faith to perform his or her material duties as reasonably assigned to Employee pursuant to Section 2.02 of ARTICLE 2 of this Agreement, after receiving not less than 90 days written notice of such failure and a demand to rectify such failure (which notice specifically

 

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identifies the manner in which it is alleged Employee has not attempted in good faith to perform such duties).

(g)Should Employee be terminated with Cause, Employee is only entitled to payment of unpaid wage and accrued, yet unused vacation (if applicable), up to and including the separation date.

4.02Termination Without Cause or Resignation for Good Reason.  Ceridian HCM may terminate this Agreement and Employee's employment without Cause immediately upon written notice to Employee.  In the event of termination of Employee’s Employment pursuant to this Section 4.02 and subject to Section 4.05 and 4.06, compensation shall be paid to Employee as follows, within 60 days after the date the Executive’s employment termination date and after signing and not revoking the release agreement set out in Section 4.05:

(a)a lump sum cash payment (subject to receipt of the general release of claims to be executed by the Employee contemplated in Section 4.05 below), equal to 12 months Base Salary and Incentive Plan payment at the annual target amount;

(b)reasonable outplacement services, to be provided through Ceridian HCM’s preferred provider of such services; and

(c)for a period of up to 12 months following the date of Employee’s termination, or until Employee is no longer eligible for “COBRA” continuation coverage, whichever is earlier, and subject to Employee’s valid election to continue health care coverage under Section 4980B of the Code (“COBRA”), Ceridian HCM will subsidize Employee’s COBRA payment obligations, and the payment obligations of Employee’[s covered family members (as long as they are qualified beneficiaries at the time of Employee’s termination and remain qualified beneficiaries in accordance with the terms and conditions of the benefit plan).

4.03Termination by Employee upon Written Notice.  Employee may terminate this Agreement and his or her employment at any time on at least 60 days' prior written notice to Ceridian HCM, or such shorter period of notice as may be accepted by Ceridian HCM in writing.  Ceridian HCM shall be entitled to waive entirely, or abridge, such notice period, without being required to pay Employee any severance payment in lieu or other compensation in respect of such notice period.

4.04Termination in the Event of Death or Disability. This Agreement and Employee’s employment shall terminate in the event of death or Disability of Employee, in which case the following will apply:

(a)In the event of Employee’s Disability, Base Salary shall be terminated as of the end of such period that Employee is unable to perform his or her duties on a full-time basis and that establishes that Employee suffers from a Disability pursuant to the Disability Plan;

 

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(b)In the event of termination by reason of Employee’s death or Disability, and subject to Sections 4.06 and 4.07, Ceridian HCM shall pay to Employee a prorated portion (to the date of termination) of the Incentive Plan compensation (at target level), if any, to which Employee would otherwise have become entitled for the fiscal year in which his or her death or Disability occurs had Employee remained continuously employed for the full fiscal year, calculated by multiplying such Incentive Plan compensation by a fraction, the numerator of which is the number of days in the applicable fiscal year through the date of termination and the denominator or which is 365.  The amount payable pursuant to this Section 4.04(b) shall be paid within 15 days after the date such Incentive Plan would have otherwise been paid had Employee remained employed for the full fiscal year; i.e. the payout date for all other Ceridian employees and Employees; and

4.05Entire Termination Payment.  The compensation provided for in this ARTICLE 4 for termination of this Agreement and Employee’s employment pursuant to Sections 4.02, 4.03 or 4.04 shall constitute Employee's sole remedy for such termination. Employee shall not be entitled to any other notice of termination, or termination or severance payment which otherwise may be payable to Employee under common law, case law, statute, in equity or other agreement between Employee and Ceridian HCM, and he or she shall have no action, cause of action, claim or demand against Ceridian HCM or other Ceridian Affiliate or any other Person as a consequence of such termination.  It shall be a condition of the payment of the compensation provided for in this ARTICLE 4 that Employee shall timely execute a general release of claims in a form satisfactory to Ceridian and not revoke the release in the time provided to do so.  Ceridian HCM shall provide Employee with a form of release not later than five business days following the Employee’s termination of employment and Employee must execute and deliver the release within 21 days (or, to the extent required by applicable law, 45 days) following the date Ceridian HCM delivers the release to the Employee.

4.06Return of Records upon Termination.  Immediately upon termination of Employee’s employment with Ceridian HCM for any reason whatsoever, all documents, records, notebooks, and similar repositories of, or containing, trade secrets or intellectual property of Ceridian, or any Confidential Information, then in Employee’s possession or control, including copies thereof, whether prepared by Employee or others, will be  returned to  Ceridian.

4.07Code Section 409A.  It is the parties’ intention that payments under this ARTICLE 4 will be exempt from the requirements of Section 409A of the Code (“Section 409A”) because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and the Agreement shall be construed and administered in a manner consistent with such intent.  If any payment is or becomes subject to the requirements of Section 409A, the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A.  Further, any payments that are subject to the requirements of Section 409A may be accelerated or delayed only if and to the extent otherwise permitted under Section 409A.  All payments to be made under the Agreement upon a termination of employment may only be made upon a “separation of service” as defined under Section 409A and any

 

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“separation from service” shall be treated as a termination of employment.  If the provision of a benefit or a payment is determined to be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s date of termination, no amount that constitutes a deferral of compensation that is payable on account of the Employee’s separation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, if earlier, the date of Employee’s death (the “delayed payment date”).  All such withheld amounts will be accumulated and paid, without interest, on the delayed payment date.   

Notwithstanding anything to the contrary in this Agreement, with respect to payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release:

(i)          If the Employee fails to execute the release on or prior to the expiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, the Employee shall not be entitled to any payments or benefits otherwise conditioned on the release, and

(ii)         In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, any payments required to be made to the Employee that are conditioned on the release (and would otherwise be made in the earlier of such taxable years) shall be made in the later taxable year.  Any payments that are delayed pursuant to this Section (ii) shall be paid in a lump sum on the latest of the date the Employee executes and does not revoke the release (and the applicable revocation period has expired), the first business day in such later taxable year, or the date payment is otherwise due under the terms of this Agreement.

ARTICLE 5
CONFIDENTIALITY AND ETHICS

5.01Confidentiality. Employee acknowledges Ceridian’s representation that it has taken reasonable measures to preserve the secrecy of its Confidential Information. Employee will not, during the term or after the termination or expiration of this Agreement or his or her employment, download, upload, copy, transfer, publish, disclose, or utilize in any manner any Confidential Information obtained while employed by Ceridian HCM, except that, during Employee’s employment, Employee shall be entitled to download, upload, copy, transfer, use and disclose Confidential Information (i) as reasonably required to perform Employee’s duties as an employee of Ceridian, and (ii) in the reasonable conduct of the business and Employee’s role within the business.  If Employee leaves the employ of Ceridian, Employee will not, without Ceridian’s prior written consent, retain, remove, or take away any drawing, writing or other record in any form containing any Confidential Information.  Further, Employee agrees to comply with the terms and conditions of Ceridian’s Privacy Guidelines & Pledge of Confidentiality, the terms of which are attached hereto as Appendix B and are incorporated herein by reference and form a part of this Agreement.

 

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5.02Business Conduct and Ethics. During the Term, Employee will engage in no activity or employment which may conflict with the interest of Ceridian, and will comply with Ceridian’s policies and guidelines pertaining to business conduct and ethics.

5.03Policies.  Employee agrees to follow the policies and procedures established by Ceridian from time to time.

ARTICLE 6
INTELLECTUAL PROPERTY RIGHTS, DISCLOSURE
AND ASSIGNMENT

6.01Disclosure.  Employee will disclose promptly in writing to Ceridian all inventions, improvements, discoveries, software, writings and other works of authorship which are conceived, made, discovered, or written jointly or singly on Ceridian time or on Employee's own time, providing the invention, improvement, discovery, software, writing or other work of authorship is capable of being used by Ceridian in the normal course of business.  All  such inventions, improvements, discoveries, software, writings and other works of authorship shall belong solely to Ceridian immediately upon conception, development, creation, production or reduction to practice, and Employee hereby waives any and all moral rights that he or she may have therein.

6.02Instruments of Assignment. Employee will sign and execute all instruments of assignment and other papers to evidence transfer of Employee's entire right, title and interest in such inventions, improvements, discoveries, software, writings or other works of authorship in Ceridian, at the request and the expense of Ceridian, and Employee will do all acts and sign all instruments of assignment and other papers Ceridian may reasonably request relating to applications for patents, patents, copyrights, and the enforcement and protection thereof.  If Employee is needed, at any time, to give testimony, evidence, or opinions in any litigation or proceeding involving any patents or copyrights or applications for patents or copyrights, both domestic and foreign, relating to inventions, improvements, discoveries, software, writings or other works of authorship conceived, developed or reduced to practice by Employee, Employee agrees to do so, and if Employee leaves the employ of Ceridian, Ceridian shall pay Employee at a rate mutually agreeable to Employee and Ceridian, plus reasonable travel or other expenses.

6.03Ceridian’s IP Development Agreement.  Without limiting the generality of the foregoing, Employee agrees to comply with the terms and conditions of Ceridian’s Intellectual Property Agreement as amended from time to time, the current terms of which are attached hereto as Appendix C and are incorporated herein by reference and form a part of this Agreement.

ARTICLE 7

NON-COMPETITION, NON-RECRUITMENT, NON-DISPARAGEMENT

7.01General.  The parties hereto recognize and agree that (a) Employee is a senior employee of Ceridian, (b) Employee has received, and will in the future receive Confidential Information (c) Ceridian’s business is conducted on a worldwide basis and,

 

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(d) provision for non-competition, non-recruitment and non-disparagement obligations by Employee is critical to Ceridian’s continued economic well-being and protection of Ceridian’s Confidential Information. In light of these considerations, this ARTICLE 7 sets forth the terms and conditions of this Employees obligations of non-competition, non-recruitment and non-disparagement subsequent to the termination of this Agreement and/or Employee’s employment for any reason.

7.02Non-competition. During the terms of this Agreement, Employee will devote full time and energy to furthering Ceridian’s business and will not pursue any other business activity without Ceridian’s written consent. Unless the obligation is waived or limited by Ceridian in accordance this Section 7.02, Employee agrees that during his or her employment and for a period of time, as defined in Section 8.15, (“Restrictive Period”) following termination of employment with Ceridian for any reason, Employee will not directly or indirectly, alone or as a partner, officer, director, shareholder or an employee, engage in any commercial activity on behalf of the following specified competitors of Ceridian (and/ or their respective affiliates or subsidiaries), having acknowledged that all such entities provide products or services or are otherwise engaged in a competitive business with the business carried out by Ceridian: Workday, Inc., Automatic Data Processing, Inc/ADP, LLC., Ultimate Software Group, Inc., Kronos Incorporated, Paycom Software Inc., Oracle Corporation and Paylocity Corporation, in competition with Ceridian’s business as conducted as of the date of such termination of employment, in the United States or Canada.   For purposes of this subsection, “shareholder” shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. For the avoidance of doubt “Ceridian’s business” as used herein shall include business conducted by any Ceridian Affiliate and any partnership or joint venture in which Ceridian or its Affiliates is a partner or join venture, including in particular the provision of human capital management software and services.

7.03Non-Recruitment. During the term of employment and for a Restrictive Period following termination of employment for any reason, Employee will not directly or indirectly:

(a)hire any of Ceridian’s employees, or solicit any of Ceridian’s employees for the purpose of hiring them or inducing them to leave their employment with Ceridian, nor will Employee own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by or be connected in any manner with any person or entity which engages in the conduct prescribed in this Section 7.03(a). This provision shall not preclude Employee from responding to a request (other than by Employee’s employer) for a reference with respect to an individual’s employment qualifications; or

(b)in connection with a business which competes with Ceridian’s business (as defined in 7.02), solicit or endeavour to entice away from Ceridian, or any of its affiliates, any customers or prospective customers of Ceridian, or who were in such position at any time during the immediately preceding twelve (12) month period of the Employee’s employment prior to termination thereof, with the purpose or effect of reducing the

 

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business of any customers or prospective customers, with Ceridian or any of its subsidiaries or affiliates.

7.04Non-Disparagement. Employee will not, during the term or after the termination or expiration of this Agreement or Employee’s employment, make disparaging statements, in any form, about Ceridian, its officers, directors, agents, employees, products or services which Employee knows, or has reason to believe, are false or misleading.

7.04 Survival and Enforceability. Without limiting the generality of Section 8.03, the obligations of this ARTICLE 7 shall survive the termination or expiration of this Agreement and Employee’s employment. Should any provisions of this ARTICLE 7 be held invalid or illegal, such illegality shall not invalidate the whole of this ARTICLE 7 or the agreement, but, rather, ARTICLE 7 shall be construed as if it did not contain the illegal part or narrowed to permit its enforcement, and the rights and obligations of the parties shall be construed and enforced accordingly. In furtherance of and not in limitation of the foregoing, Employee expressly agrees that should the duration of or geographical extent of, or business activities covered by, any provision of this ARTICLE 7 be in excess of that which is valid or enforceable under applicable law, then such provisions should shall be construed to cover only that duration, extent or activities that may validly be covered. Employee acknowledges the uncertainty of the law in this respect and expressly stipulates that this ARTICLE 7 shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its expressed terms) possible under applicable law. This ARTICLE 7 does not replace and is in addition to any other agreements Employee may have with Ceridian on the matters addressed herein.

ARTICLE 8
GENERAL PROVISIONS

8.01Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Ceridian HCM, whether by way of merger, consolidation, operation of law, assignment, purchase or other acquisition of substantially all of the assets or business of Ceridian HCM, and any such successor or assign shall absolutely and unconditionally assume all of Ceridian HCM's obligations hereunder.

8.02Notices.  All notices, requests and demands given to or made pursuant hereto shall, except as otherwise specified herein, be in writing and be delivered or mailed to any such party at the addresses set forth in the signature blocks below. Either party may, by notice hereunder, designate a changed address.  Any notice, if mailed properly addressed, postage prepaid, registered or certified mail, shall be deemed dispatched on the registered date or that stamped on the certified mail receipt, and shall be deemed received within the second business day thereafter or when it is actually received, whichever is sooner.

8.03Survival.  The obligations of Section 5.01 and Articles 6 and 7 shall survive the expiration or termination of this Agreement and Employee’s employment.

8.04Captions.  The various headings or captions in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

 

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8.05Governing Law.  The laws of the State of Minnesota will govern the validity, construction and performance of this Agreement.  Any legal proceeding related to this Agreement will be brought in an appropriate Minnesota court, and both Ceridian HCM and the Employee hereby consent to the exclusive jurisdiction of that court for this purpose.

8.06Construction.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.  Subject to applicable law, if there is a conflict or inconsistency between the terms of this Agreement and applicable law, the terms of this Agreement will govern to the extent of that conflict or inconsistency, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

8.07Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be conclusively deemed to be severable and to have been severed from this Agreement and the balance of this Agreement shall remain in full force and effect, notwithstanding such severance. To the extent permitted by law, each of the parties hereto hereby waives any law, rule or regulation that might otherwise render any provision of this Agreement invalid, illegal or unenforceable.

8.08Waivers.  No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.

8.09Modification.  Any changes or amendments to this Agreement must be in writing and signed by both parties.

8.10Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the parties hereto in reference to all the matters herein agreed upon.  This Agreement replaces in full all prior employment or change of control agreements or understandings of the parties hereto with respect to such subject matter, and any and all such prior agreements or understandings are hereby rescinded by mutual agreement.

8.11Execution of Agreement. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and such counterpart together shall constitute one and the same agreement. For the purposes of this Section, the delivery of a facsimile copy of an executed counterpart of this Agreement shall be deemed to be valid execution and delivery of this Agreement, but the party delivering a facsimile copy shall deliver an original copy of this Agreement as soon as possible after delivering the facsimile copy.

8.12Taxes.  Ceridian is authorized to withhold from any payments made hereunder and any other compensation payable to Employee in any capacity amounts of withholding and

 

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other taxes due or potentially payable in connection therewith, and to take such other action as Ceridian reasonable determines is advisable to enable Ceridian and Employee to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under this Agreement.

8.13Currency.  All payments made hereunder shall be in the currency of the United States.

8.14Breach of Restrictive Covenants.  Employee acknowledges and agrees that any breach by Employee of the restrictions set forth in Article 5 and Article 7 shall be considered a material breach of this Agreement entitling Ceridian to seek damages and pursue any additional rights or remedies as may be available to it at law or in equity.

8.15Restrictive Period.  

The Restrictive Period is 12 months.  At its sole option, Ceridian may, by written notice to Employee at any time within the Restrictive Period, waive or limit the time and/or terms of the restriction.

ARTICLE 9
EMPLOYEE’S UNDERSTANDING

9.01Employee’s Understanding.  Employee recognizes and agrees that he or she has read and understood all and each Article, Section and paragraph of this Agreement, and that he or she has received adequate explanations on the nature and scope of those Articles, Sections and paragraphs which he or she did not understand.  Employee recognizes that he or she has been advised that the Agreement entails important obligations on his or her part, and recognizes that he or she has had the opportunity of consulting his or her legal adviser before signing the Agreement.

9.02Employment At-Will.  Nothing in this Agreement is intended to establish any minimum period of the Employee’s continuing employment, and such employment continues to be on an “at-will” basis.  The Employee acknowledges that his or her employment with Ceridian HCM is terminable at will at any time by either party subject to the provisions regarding Termination in ARTICLE 4.

 

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

 

 

 

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APPENDIX A

The Chief Revenue Officer is responsible for all strategic development and revenue generation processes to meet the company objectives. In this role, the CRO will drive better integration and alignment within the organization between development and revenue-related functions including but not limited to; marketing, sales, product development, client satisfaction and retention to drive business growth and market share. Specifically, The Chief Revenue Officer will be accountable for:

 

 

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Appendix B

 

Privacy Guidelines & Pledge of Confidentiality

 

As an employee of Ceridian HCM, Inc. or one of its affiliates (collectively “Ceridian”), you will be in a position of trust and confidence, and will have access to and become familiar with Confidential Information (as that term is defined in the Employment Agreement to which this Appendix is attached) created, developed, used by or in possession of Ceridian.  The unauthorized uploading, downloading, copying, transfer, disclosure to or unauthorized use could seriously harm Ceridian’s business and cause monetary loss that would be difficult, if not impossible, to measure

 

Ceridian is sensitive to the necessity of maintaining the confidentiality of Confidential Information.  Ceridian recognizes both the inherent right to privacy of every individual and its obligation to preserve the confidentiality of Confidential Information kept in its files.  Ceridian is also aware of the concerns about individual privacy and perceived possible abuses of Confidential Information kept in automated data banks and other forms.  Ceridian has, therefore, established privacy guidelines to ensure the protection, to the best of Ceridian’s ability, of all Confidential Information in its possession, in whatever form it is kept, whether it be an automated data bank, manual (or paper) file, microfiche or any other form.  Accordingly, all Confidential Information in the possession of Ceridian, whether from clients or from Ceridian’s own employees or contractors, must be handled and protected in accordance with the following principles:

 

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Ceridian employs a Privacy Officer who is charged with ensuring that Ceridian complies with all privacy-related obligations imposed by statute or contract.  Any questions regarding the collection, use, access, disclosure, retention or destruction of Confidential Information should be directed to the Privacy Officer.

 

Adherence to the guidelines set out above is a requirement for continued employment with Ceridian.  Material breaches of these guidelines may result in discipline up to and including dismissal, or in the case of contractors, cancellation of your contract with Ceridian.

 

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APPENDIX C

 

Intellectual Property Agreement

 

In consideration of Ceridian HCM, Inc. or one of its affiliates (collectively “Ceridian”) offering me employment, I hereby expressly acknowledge and agree as follows:

1.0All Ceridian developments which I may solely or jointly author, conceive, or develop, or reduce to practice, or cause to be authored, conceived, or developed, or reduced to practice, during the term of my employment with Ceridian (collectively “Developments”) are the property of Ceridian. I will promptly make fullest disclosure to Ceridian of all Ceridian Developments.  I further agree to execute such documents and do such things as Ceridian may reasonably require from time to time to assign to Ceridian all right, title, and interest in and to all Ceridian Developments, and agree, at Ceridian’s expense, during the term of my employment and thereafter, to execute any and all applications or assignments relating to intellectual property including patents, copyrights, industrial designs and trademarks, and to execute any proper oath or verify any proper document in connection with carrying out the terms of this agreement.

 

2.0In the event Ceridian is unable for any reason whatsoever to secure my signature to any lawful and necessary documents relating to paragraph 1 hereof and to apply for, or to prosecute, any applications for letters patent, copyright, designs or trademarks (foreign or domestic) in respect to the Ceridian Developments, I hereby irrevocably designate and appoint Ceridian and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright, designs or trademarks thereon with the same legal force and effect as if executed by me.

 

3.0At the time of leaving the employ of Ceridian I will deliver to Ceridian, and will not keep in my possession, nor deliver to anyone else, any and all information in any tangible form and all copies, partial copies, notes, summaries, records, descriptions, drawings, reports and other documents, data or materials of or relating to the Ceridian Developments or which contain or make reference to the Ceridian Developments, in my possession or control.

 

4.0I hereby waive for the benefit of Ceridian and, where legally possible, assign to Ceridian any moral rights I have, or may in the future have, in any Ceridian Developments.

 

5.0This agreement shall extend to and endure to the benefit of the successors and assigns of Ceridian and shall be binding upon me and my heirs, executors, administrators, successors and assigns.

 

Exhibit 10.5

 

March 15, 2021

 

Dear Rocky:

 

As discussed, Section 2.03 of your employment agreement, signed and dated February 26, 2021, has been amended by mutual agreement to reflect that your Start Date will be April 19, 2021, as follows:

 

All other terms and conditions of your February 26, 2021 employment agreement remain unchanged.

 

Yours truly, 

 

 

Susan Tohyama

EVP, CHRO

CERIDIAN HCM, INC.

 

 

Exhibit 31.1

CERTIFICATIONS

I, David D. Ossip, certify that:

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

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

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

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

Date: May 5, 2021

 

 

Exhibit 31.2

CERTIFICATIONS

I, Noémie Heuland, certify that:

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

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

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

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

Date: May 5, 2021

 

 

Exhibit 32.1

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

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

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

Date: May 5, 2021

 

 

Exhibit 32.2

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

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

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

Date: May 5, 2021

 

 

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