FORM OF CERIDIAN HCM HOLDING INC. 21,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 12th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 21,000,000 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 3,150,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Standard Contracts
CERIDIAN HCM HOLDING INC. 10,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 15th, 2019 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), propose to sell to the underwriter listed in Schedule 1 hereto (the “Underwriter”) an aggregate of 10,000,000 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Shares”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
March 2, 2021Base Call Option Transaction • March 5th, 2021 • Ceridian HCM Holding Inc. • Services-prepackaged software • Ontario
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Ceridian HCM Holding Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
CERIDIAN HCM HOLDING INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 5, 2021 0.25% Convertible Senior Notes due 2026Indenture • March 5th, 2021 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
INDENTURE, dated as of March 5, 2021, between Ceridian HCM Holding Inc., a Delaware corporation, as issuer (the “Company”), and Wells Fargo Bank, National Association, not in its individual capacity but solely as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among Ceridian HCM Holding Inc. and the other parties hereto April 30, 2018Registration Rights Agreement • May 24th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of April 30, 2018, by and among (i) Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), (ii) the Persons listed on the signature pages hereto as a THL Party (together, the “THL Party”), (iii) Cannae Holdings, LLC, a Delaware limited liability company (“Cannae”), (iv) the other Persons listed on the signature pages hereto as an Other Stockholder (each an “Other Stockholder”, and collectively the “Other Stockholders”).
CERIDIAN HCM HOLDING INC. 11,000,000 Shares of Common Stock Form of Underwriting AgreementUnderwriting Agreement • March 15th, 2019 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 11,000,000 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,650,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
CERIDIAN HCM HOLDING INC. 7,717,347 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 28th, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”) an aggregate of 7,717,347 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Shares”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
EMPLOYMENT AGREEMENT Ceridian HCM, Inc. - and - Noémie Heuland (“Executive”)Employment Agreement • November 5th, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software • Minnesota
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:
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • April 12th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 20[●] between Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
CERIDIAN HCM HOLDING INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 20th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of April 16, 2018, by and between Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and THL / Cannae Investors LLC, a Delaware limited liability company (the “Investor”).
EMPLOYMENT AGREEMENT Ceridian HCM, Inc. - and - JEREMY JOHNSON (“Employee”)Employment Agreement • December 4th, 2023 • Ceridian HCM Holding Inc. • Services-prepackaged software • Minnesota
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:
CREDIT AGREEMENT dated as of February 29, 2024 among DAYFORCE, INC., as the Borrower, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., and GOLDMAN...Credit Agreement • March 1st, 2024 • Dayforce, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of February 29, 2024 (this “Agreement”), among DAYFORCE, INC., a Delaware corporation (the “Borrower”), the LENDERS (as defined herein) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as the Administrative Agent and the Collateral Agent. Capitalized terms used herein shall have the meanings set forth in Article I.
CERIDIAN HCM HOLDING INC. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 10th, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and the above-named participant (the “Participant”), effective as of the above-designated grant date (the “Grant Date”).
CREDIT AGREEMENT dated as of November 14, 2014 among CERIDIAN HCM HOLDING INC., as the Borrower, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, and DEUTSCHE BANK AG CANADA BRANCH, as Canadian...Credit Agreement • March 26th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of November 14, 2014 (this “Agreement”), among CERIDIAN HCM HOLDING INC., a Delaware corporation (the “Borrower”), the Lenders (as defined herein), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as the Administrative Agent and the Collateral Agent (in each case, as defined herein) for the Lenders, DEUTSCHE BANK AG CANADA BRANCH, as the Canadian Sub-Agent (as defined herein) and DEUTSCHE BANK SECURITIES INC. (“DBSI”) and CREDIT SUISSE SECURITIES (USA) LLC (“CS”), as Arrangers (as defined herein) for the Credit Facilities, and DBSI and CS, as joint bookrunners. Capitalized terms used herein shall have the meanings set forth in Article I.
SEPARATION and CONSULTING AGREEMENTSeparation and Consulting Agreement • October 29th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • Ontario
EMPLOYMENT AGREEMENT Ceridian Canada Ltd. - and - Arthur Gitajn (“Executive”)Employment Agreement • March 14th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • Ontario
In this Agreement, unless something in the subject matter or context is inconsistent therewith, all defined terms shall have the meanings set forth below:
SEPARATION AGREEMENT, RELEASE and CONSULTING AGREEMENTSeparation Agreement, Release and Consulting Agreement • May 5th, 2021 • Ceridian HCM Holding Inc. • Services-prepackaged software • Manitoba
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2023 • Ceridian HCM Holding Inc. • Services-prepackaged software
This Amendment to Employment Agreement (“Amendment”) is made by and between Ceridian HCM, Inc. (“Ceridian HCM”) and Christopher R. Armstrong (“Executive”).
CERIDIAN HCM HOLDING INC. Performance Stock Unit Award AgreementPerformance Stock Unit Award Agreement • March 2nd, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software
This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and the above-named participant (the “Participant”), effective as of the above-designated grant date (the “Grant Date”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software
This Second Amendment to Employment Agreement (“Amendment”) is made by and between Ceridian HCM, Inc. (“Ceridian HCM”) and Christopher R. Armstrong (“Executive”).
EMPLOYMENT AGREEMENT Ceridian Canada Ltd. (“Ceridian Canada”) - and - Paul Elliott (“Elliott”)Employment Agreement • March 26th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • Ontario
In this Agreement, unless something in the subject matter or context is inconsistent therewith, all defined terms shall have the meanings set forth below:
SEPARATION AGREEMENT, RELEASE and CONSULTING AGREEMENTSeparation Agreement, Release and Consulting Agreement • July 2nd, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software • Ontario
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 14th, 2025 • Dayforce, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of February 29, 2024 (this “Agreement”), among DAYFORCE, INC., a Delaware corporation (the “Borrower”), the LENDERS (as defined herein) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as the Administrative Agent and the Collateral Agent. Capitalized terms used herein shall have the meanings set forth in Article I.
SEPARATION and CONSULTING AGREEMENTSeparation and Consulting Agreement • November 7th, 2019 • Ceridian HCM Holding Inc. • Services-prepackaged software • Ontario
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2022 • Ceridian HCM Holding Inc. • Services-prepackaged software • Ontario
WHEREAS, Ceridian Canada and Executive entered into an Employment Agreement, dated as of August 7, 2018, and as amended effective February 3, 2020 (the “Employment Agreement”); and
Mr. William E. McDonald Senior Vice President, Deputy General Counsel and Corporate Secretary Ceridian HCM Holding Inc.Termination Agreement • April 3rd, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software
SUPPLEMENTAL INDENTURESupplemental Indenture • March 14th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 8, 2014, between Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings assigned to them in the Indenture.
WAIVER AGREEMENTWaiver Agreement • March 2nd, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software • Delaware
This waiver agreement (this “Agreement”) is entered into as of February 27, 2020, by and among (i) Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), (ii) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership, Great-West Investors, L.P., a Delaware limited partnership, Putnam Investments Employees’ Securities Company III, LLC, a Delaware limited liability company, THL Coinvestment Partners, L.P., a Delaware limited partnership, THL Operating Partners, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian), L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) II, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) III, LLC, a Delaware limited liability company, THL Equity Fund VI Investors (Ceridian) IV, LLC, a Delaware limited liability compa
Participant ID No. 2018 Equity Incentive Plan (if applicable) Restricted Stock Unit Award Agreement Grant Date: Number of Restricted Stock Units:Restricted Stock Unit Award Agreement • August 5th, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and the above-named participant (the “Participant”), effective as of the above-designated grant date (the “Grant Date”).
April 2, 2012 Ozzie Goldschmied [Reserved]. Dear Ozzie:Employment Agreement • March 14th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software
As you may know, Ceridian has entered into an agreement contemplating a series of transactions, the end result of which will be that Ceridian will be the sole owner of Dayforce. I wanted to take this opportunity to tell you about how this affects you.
March 15, 2021Employment Agreement • May 5th, 2021 • Ceridian HCM Holding Inc. • Services-prepackaged software
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:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2020 • Ceridian HCM Holding Inc. • Services-prepackaged software
This Amendment to Employment Agreement (“Amendment”) is made by and between Ceridian Canada Ltd. (“Ceridian”) and Leagh Turner (“Executive”).
VOTING AGREEMENTVoting Agreement • August 9th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of April 30, 2018 by and among (i) Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), (ii) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership, Great-West Investors, L.P., a Delaware limited partnership, Putnam Investments Employees’ Securities Company III, LLC, a Delaware limited liability company, THL Coinvestment Partners, L.P., a Delaware limited partnership, THL Operating Partners, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian), L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) II, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) III, LLC, a Delaware limited liability company, THL Equity Fund VI Investors (Ceridian) IV, LLC, a Delaware limited liability company,
AMENDED AND RESTATED RESTRICTIVE COVENANTS AGREEMENTRestrictive Covenants Agreement • March 14th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • Ontario
WHEREAS pursuant to a share purchase agreement executed on April 2, 2012 and made among Ceridian Holding LLC (“Ceridian Holding”), Ceridian Canada Ltd. (“Ceridian Canada”), Ceridian Dayforce Corporation (the “Company”), Ossip and those other parties signatories to such agreement (the “Purchase Agreement”), Ossip divested himself of all of the shares he owned, directly or indirectly, in the capital stock of the Company (the “Purchased Shares”); and
FORM OF VOTING AGREEMENTVoting Agreement • April 12th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of April [•], 2018 by and among (i) Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), (ii) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership, Great-West Investors, L.P., a Delaware limited partnership, Putnam Investments Employees’ Securities Company III, LLC, a Delaware limited liability company, THL Coinvestment Partners, L.P., a Delaware limited partnership, THL Operating Partners, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian), L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) II, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) III, LLC, a Delaware limited liability company, THL Equity Fund VI Investors (Ceridian) IV, LLC, a Delaware limited liability company,
