William E. McDonald - 01 Mar 2022 Form 4 Insider Report for Ceridian HCM Holding Inc. (DAY)

Footnote F1

51 shares of common stock were sold to cover withholding taxes as required pursuant to the terms of the award agreement and 87 shares of common stock were issued to the Reporting Person in connection with the vesting of 138 Restricted Stock Units (RSUs) on February 28, 2022.

Footnote F2

Includes (i) 2,423 shares of common stock, (ii) shares issuable pursuant to Restricted Stock Units (RSUs), granted on February 28, 2020, of which 139 shares vest on February 28, 2023; (iii) shares issuable pursuant to RSUs, granted on May 8, 2020, of which 1,532 shares vest on each of May 8, 2022 and May 8, 2023; (iv) shares issuable pursuant to RSUs, granted on March 8, 2021, of which 1,544 shares vest on each of March 8, 2022, March 8, 2023 and March 8, 2024; (v) shares issuable pursuant to Restricted Stock Units, granted on August 6, 2021, of which 813 shares vest on each of August 6, 2022, August 6, 2023, and August 6, 2024; (vi) shares issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on each of February 24, 2023, February 24, 2024 and February 24, 2025; and (vii) 10,588 shares issuable pursuant to RSUs, granted on February 24, 2022, which vest on June 30, 2023.

Footnote F3

Fully vested and exercisable.

Footnote F4

Consists of 14,837 options that are vested and exercisable and 19,837 options that vest and become exercisable on April 25, 2022.

Footnote F5

Consists of 663 options that are vested and exercisable and 332 options that vest and become exercisable on February 8, 2023.

Footnote F6

Consists of 9,542 options that are vested and exercisable and 9,542 options that vest and become exercisable on each of March 20, 2022 and March 20, 2023.

Footnote F7

Consists of 3,574 options that are vested and exercisable and 3,575 options that vest and become exercisable on each of May 8, 2022, May 8, 2023, and May 8, 2024.

Footnote F8

Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics under the Company's 2021 Management Incentive Plan are satisfied. The performance stock units vest upon the later of (i) the date the Compensation Committee or the Board certify that one or both of the performance metrics have been met and (ii) the one year anniversary of the date of grant.

Footnote F9

Each performance stock unit represents a contingent right to receive between .25 and 1.50 shares of Common Stock based upon the degree to which one or both of the Cloud Revenue and Adjusted EBITDA Margin performance metrics contained in the performance stock unit award agreement are satisfied. The performance stock units will only vest if the achievement of one or both of the performance metrics is certified by the Compensation Committee or the Board of Directors of the Company to have been met, and then any such certified amount will vest one-third on each anniversary of the date of grant.

Footnote F10

Each performance stock unit ("PSU") represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics under the Company's 2022 Management Incentive Plan ("2022 MIP") are satisfied. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance under the 2022 MIP. Based on actual results during the fiscal year ended December 31, 2022, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in columns 5, 7, and 9 of Table II. The PSUs will only vest upon the later of (i) the date the Compensation Committee or the Board of Directors of the Company certify that one or more of the performance metrics have been met under the 2022 MIP and (ii) the one year anniversary of the date of grant.

Footnote F11

Each performance stock unit ("PSU") represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics contained in the PSU award agreement ("PSU Agreement") are satisfied. The number of PSUs reported in columns 5, 7, and 9 of Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during the fiscal year ended December 31, 2022, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in columns 5, 7 and 9 of Table II. The PSUs will only vest if the achievement of one or more of the performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company, and then any such certified amount will vest one-third on each anniversary of the date of grant.