Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President
Effective on August 7, 2018, the Board of Directors (the “Board”) of Ceridian HCM Holding Inc. (“Ceridian”) appointed Leagh E. Turner to the position of President. Ms. Turner, age 46, has held the position of global chief operating officer, strategic customer program, of SAP SE since October 2016. In addition, Ms. Turner held the positions of acting chief operating officer, SAP Europe, Middle East, and Africa region from March 2017 to August 2017, acting president, SAP Canada Inc. from August 2015 to January 2016, chief operating officer, SAP Canada Inc. from February 2014 to October 2016, and vice president, sales central region, SAP Canada Inc. from July 2010 to February 2014.
In connection with her appointment as President, Ms. Turner entered into an employment agreement with Ceridian Canada Ltd., a subsidiary of Ceridian (“Ceridian Canada”), effective August 7, 2018, setting forth the terms of Ms. Turner’s employment and compensation arrangement. Pursuant to her employment agreement, Ms. Turner will be paid an annual base salary of $655,000, will receive aone-time signing bonus of $200,000, and will receive a cash bonus in the amount of $393,000 in December 2018 if she remains an employee of Ceridian Canada through December 31, 2018. Further, Ms. Turner will be able to participate in Ceridian’s variable incentive plan beginning in 2019 on the same terms as similarly situated executives and with a target annual payout based upon sixty percent of her annual base salary. Also, Ms. Turner will receive additional consideration in the form of (i) up to $30,000 for the services of an executive coach of her choosing, and (ii) up to $20,000 for the cost of attending the Institute of Corporate Directors – Director Education Program (through the Rotman School of Management). Ms. Turner will further be eligible to participate in such other benefit programs as made available to senior executive employees of Ceridian.
In addition, pursuant to her employment agreement, the Board approved that Ms. Turner be granted (i) a 50,000 shares restricted stock unit award and (ii) anon-qualified stock option to purchase 100,000 shares of Ceridian common stock under the terms of the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (“2018 Plan”) and the award agreements previously approved by the Board. Further, the employment agreement provides that Ms. Turner will be granted an additional 50,000 restricted stock unit award under the 2018 Plan on or about the first anniversary of her employment, provided she remains employed by Ceridian Canada on that date.
Ms. Turner’s employment agreement also provides that if her employment is terminated without cause, she will receive a lump sum cash payment equal to (i) eighteen months of total compensation (base salary plus incentive payment at target) if the termination occurs on or before the seventh anniversary of her start date, or (ii) twenty-four months of total compensation (if the termination occurs after the seventh anniversary of her start date). Further, Ms. Turner will also receive apro-rated portion of the variable incentive plan payment that she would have been entitled to receive for the fiscal year in which her termination occurs had she remained an employee of Ceridian Canada, executive outplacement service in an amount not to exceed $10,000, and continuation of healthcare coverage based on her termination date for up to 18 to 24 months following her termination of employment. Further, Ms. Turner’s employment agreement provides that if her employment is terminated due to death or Disability (as such term is defined in her employment agreement),
