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”.
FORM OF REGISTRATION RIGHTS AGREEMENT by and among Ceridian HCM Holding Inc. and the other parties hereto April [•], 2018Registration Rights Agreement • April 12th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of April [•], 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”).
FORM OF CERIDIAN HCM HOLDING INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 12th, 2018 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of April [•], 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”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director 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. Form of Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • April 12th, 2018 • 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”).
FORM OF VOTING AGREEMENTForm of Voting 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,
