Share-Based Compensation | 11. Share-Based Compensation HCM Share-Based Compensation Plans Prior to November 1, 2013, Ceridian employees participated in a share-based compensation plan of the ultimate parent of Ceridian. The 2007 Stock Incentive Plan (“2007 SIP”) authorized the issuance of up to 10,540,540 shares of common stock of Parent to eligible participants through stock options and stock awards. Eligible participants in the 2007 SIP included the Parent’s directors, employees and consultants. Effective November 1, 2013, most participants who held stock options under the 2007 SIP converted their options to a newly created option plan, the 2013 Ceridian HCM Holding Inc. Stock Incentive Plan (“2013 HCM SIP”). A small number of participants maintained their stock options in the 2007 SIP. As of March 31, 2018, there were 10,000 stock options outstanding under the 2007 SIP. The 2013 HCM SIP authorized the issuance of up to 12,500,000 shares of common stock of Ceridian to eligible participants through stock options and other stock awards. On March 20, 2017, the Board of Directors approved an increase to the number of authorized shares under the 2013 HCM SIP to 15,000,000. Eligible participants in the 2013 HCM SIP include Ceridian’s directors, employees, and consultants. As part of the 2013 HCM SIP, the Board of Directors approved a stock appreciation rights program that authorized the issuance of up to 600,000 stock appreciation rights. As of March 31, 2018, there were 260,850 outstanding stock appreciation rights. As of March 31, 2018, there were 1,823,963 shares available for future grants of stock options and stock awards under the 2013 HCM SIP. Stock options awarded under the 2013 HCM SIP vest either annually on a pro rata basis over a four- or five-year period or on a specific date if certain performance criteria are satisfied and certain equity values are attained. In addition, upon termination of employment, all vested options become eligible to be exercised generally within 90 days after termination. The stock option awards have a 10-year Share-based compensation expense for the HCM plans was $2.7 and $4.2 for three months ended March 31, 2018, and 2017, respectively. On April 24, 2018, in connection with the IPO, the Board of Directors approved the 2018 Equity Incentive Plan (“2018 EIP”), which authorizes the issuance of up to 13,500,000 shares of common stock to eligible participants through equity awards. Concurrent with the IPO, 4,673,605 stock options were granted to current employees under the 2018 EIP. The exercise price of such stock options is $22.00, the IPO price, and the options will vest over four years. Performance-Based Stock Options Performance-based option activity for the period the period is as follows: Shares Weighted (per share) Weighted Aggregate Options outstanding at December 31, 2017 1,035,647 $ 13.46 3.5 $ — Granted — — — — Exercised — — — — Forfeited or expired (5,572 ) (13.46 ) — — Options outstanding at March 31, 2018 1,030,075 $ 13.46 3.2 $ — As of March 31, 2018, there was $5.3 of share-based compensation expense related to unvested performance-based stock options not yet recognized. Term-Based Stock Options Term-based option activity for the period is as follows: Shares Weighted Weighted Aggregate Options outstanding at December 31, 2017 10,991,681 $ 16.52 6.9 $ 48.8 Granted 175,000 20.96 — — Exercised (17,357 ) (19.76 ) — — Forfeited or expired (41,988 ) (17.38 ) — — Options outstanding at March 31, 2018 11,107,336 $ 16.59 6.7 $ 48.5 Options exercisable at March 31, 2018 7,214,169 $ 16.19 5.6 $ 34.4 As of March 31, 2018, there was $20.8 of share-based compensation expense related to unvested term based awards not yet recognized, which is expected to be recognized over a weighted average period of 1.2 years. As of March 31, 2018, there were 7,214,169 vested term-based stock options. Restricted Stock Units Restricted stock units (“RSUs”) activity for the period is as follows. Shares RSUs outstanding at December 31, 2017 605,990 Granted — Shares issued upon vesting of RSUs (76,190 ) Forfeited or canceled — RSUs outstanding at March 31, 2018 529,800 RSUs releasable at March 31, 2018 125,000 During the three months ended March 31, 2018, 201,190 restricted stock units vested. Of the vested restricted stock units, 76,190 shares of common stock were issued, and 125,000 restricted stock units remained vested and releasable. As of March 31, 2018, there were 404,800 unvested restricted stock units outstanding. Restricted stock units generally vest annually over a three- or four-year period. As of March 31, 2018, there was $6.3 of share-based compensation expense related to unvested restricted stock units not yet recognized, which expected to be recognized over a weighted average period of 3.0 years. Joint Venture Company Share-Based Compensation Plan In connection with the formation of the Joint Venture Company, a share-based compensation scheme under English law (the “JV SIP”) was created. The JV SIP has authorized the issuance of 3,551,911 options to purchase Class C or Class D shares of the Joint Venture Company. Class C shares are ordinary shares in the Joint Venture Company with rights and liquidation preferences comparable to Class B shares. Class D shares are ordinary shares in the Joint Venture Company with rights and liquidation preferences comparable to Class A shares. Eligible participants in the JV SIP include the Joint Venture Company directors and employees. Share-based compensation expense for the JV SIP was $0.2 and $0.3 for the years ended March 31, 2018 and 2017, respectively. Class C Stock Options Class C stock option activity for the period is as follows: Shares Weighted Weighted Aggregate Options outstanding at December 31, 2017 1,104,474 $ 2.44 6.9 $ 3.0 Granted 31,416 3.90 — — Exercised — — — — Forfeited or expired (21,590 ) (4.57 ) — — Options outstanding at March 31, 2018 1,114,300 $ 2.44 6.7 $ 3.1 Options exercisable at March 31, 2018 624,820 $ 1.74 6.5 $ 2.2 Class D Stock Options Class D stock option activity for the period is as follows: Shares Weighted Weighted Aggregate Options outstanding at December 31, 2017 986,525 $ 8.60 5.8 $ 1.0 Granted 31,414 7.91 — — Exercised — — — — Forfeited or expired (26,200 ) (8.83 ) — — Options outstanding at March 31, 2018 991,739 $ 8.57 5.5 $ 1.1 Options exercisable at March 31, 2018 404,014 $ 8.58 5.5 $ 0.4 As of March 31, 2018, there was $2.4 of share-based compensation related to unvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.8 years. As of March 31, 2018, there were 624,820 vested Class C options and 404,014 vested Class D options. |