Leagh Erin Turner - 07 Nov 2023 Form 4 Insider Report for Ceridian HCM Holding Inc. (DAY)

Footnote F1

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on November 4, 2022.

Footnote F2

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.25 to $66.24 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Footnote F3

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.25 to $66.62 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Footnote F4

Includes, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date, (i) of the 50,000 RSUs granted on September 4, 2018, 41,500 shares of Common Stock are issuable at the election of the recipient, (ii) 50,000 RSUs granted on September 9, 2019, that are issuable as shares of Common Stock at the election of the recipient, (iii) 1,538 RSUs granted on February 28, 2020, that are issuable as shares of Common Stock at the election of the recipient; and (iv) 20,073 RSUs granted on May 8, 2020, that are issuable as shares of Common Stock at the election of the recipient.

Footnote F5

Includes, subject to forfeiture should the recipient fail to make an election to convert to shares prior to the ten year anniversary of the grant date, (i) of the 63,532 RSUs granted on February 24, 2022, 21,177 shares of Common Stock are issuable at the election of the recipient, 21,177 RSUs vest and become issuable at the election of the recipient on February 24, 2024, and 21,178 RSUs vest and become issuable at the election of the recipient on February 24, 2025; and (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 22,852 RSUs vest and become issuable at the election of the recipient on February 28, 2024, and 22,853 RSUs vest and become issuable at the election of the recipient on each of February 28, 2025, and February 28, 2026.

Footnote F6

Fully vested and exercisable.

Footnote F7

Consists of 140,490 vested and exercisable options as of May 8, 2023, and 46,831 options that vest and become exercisable on May 8, 2024.

Footnote F8

Consists of 66,062 vested and exercisable options as of March 8, 2023, and 33,031 options that vest and become exercisable on each of March 8, 2024 and March 8, 2025.

Footnote F9

The vesting of 3,237 performance stock units ("PSUs") occurred on March 8, 2022, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock.

Footnote F10

The vesting of 5,394 PSUs occurred on each of March 8, 2022 and March 8, 2023 respectively, and the recipient has until March 8, 2031 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 5,394 PSUs occurs on March 8, 2024.

Footnote F11

Pursuant to the terms of the Company's 2022 Management Incentive Plan, the Company achieved a total payout of 83.3% under the performance metrics resulting in the vesting of 4,705 of the 5,648 PSUs granted on February 24, 2022. The vesting of the 4,705 PSUs occurred on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock.

Footnote F12

Pursuant to the terms of the PSU award agreement, the Company achieved a total payout of 83.3% under the performance metrics, and each PSU converts into 0.833 shares of Common Stock upon vesting and issuance. As a result, 17,640 PSUs vested on February 24, 2023, and the recipient has until February 24, 2032 to elect to convert any or all of the vested PSUs into shares of Common Stock. The vesting of 17,641 PSUs occurs on each of February 24, 2024, and February 24, 2025.

Footnote F13

Each 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 2023 Management Incentive Plan ("2023 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 2023 MIP. Based on actual results during the fiscal year ended December 31, 2023, 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 2023 MIP for the individual and (ii) the one-year anniversary of the date of grant.

Footnote F14

Each 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 annually over a three year period. 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 each of the preceding period beginning on January 1 and ending December 31, 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 annual performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant.

Footnote F15

Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU Agreement is 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 period beginning January 1, 2023, and ending December 31, 2025, the aggregate number of shares of Common Stock issued may range from zero shares to 200% 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 the performance metric 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 on February 28, 2026.