Our share-based compensation consists of stock options, restricted stock units (“RSU”), and performance-based stock units (“PSU”). We also offer an employee stock purchase plan.

Under the 2013 Ceridian HCM Holding Inc. Stock Incentive Plan, as amended ("2013 SIP") and Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (as amended and restated from time to time, the “2018 EIP”), we have shares reserved for issuance of common stock to eligible employees and our board of directors. The 2018 EIP serves as a successor to the 2013 SIP as we ceased granting awards under the 2013 SIP as of April 24, 2018, and we do not intend to grant any additional awards under the 2013 SIP. Most of our equity awards under the 2018 EIP vest either annually or quarterly on a pro rata basis, generally over a one-, three-, 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 service, all vested awards must be exercised generally within 90 days after termination, or these awards will be forfeited. The equity awards

have a 10-year contractual term, and the options have an exercise price that is not less than the fair market value of the underlying stock on the date of grant.

Pursuant to the evergreen refresh provision of the 2018 EIP, on February 23, 2022, the Board of Directors approved an increase to the share reserve of the three percent of the number of shares of common stock outstanding on January 31, 2022 to take place on March 31, 2022. Further, our Board of Directors approved an amendment effective April 1, 2022, to remove the evergreen refresh provision of the 2018 EIP that permitted the share reserve to be increased on March 31 of each of the first ten calendar years during the term of the 2018 EIP, by the lesser of (i) three percent of the number of shares of our common stock outstanding on each January 31 immediately prior to the date of increase or (ii) such number of shares of our common stock determined by the Board of Directors.

As of June 30, 2022, there were 946,948 stock options and RSUs outstanding under the 2013 SIP and there were 12,426,311 stock options, RSUs, and PSUs outstanding and 13,733,625 shares available for future grants of equity awards under the 2018 EIP.

Total share-based compensation expense was $38.8 million and $31.4 million for the three months ended June 30, 2022, and 2021, respectively, and $74.3 million and $54.2 million for the six months ended June 30, 2022, and 2021.

Performance-based stock option activity under the 2013 SIP and the 2018 EIP was as follows:


	Shares			Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Performance-based options outstanding at December 31, 2021		1,777,050		$	64.72			8.3	$	70.6
Granted		—			—			—		—
Exercised		(10,098	)		(13.46	)		—		—
Forfeited or expired		(1,857	)		(13.46	)		—		—
Performance-based options outstanding at June 30, 2022		1,765,095		$	65.07			7.8	$	0.2
Performance-based options exercisable at June 30, 2022		233,357		$	63.81			7.7	$	0.2

As of June 30, 2022, there was $6.4 million of share-based compensation expense related to unvested performance-based stock option awards not yet recognized, which is expected to be recognized over a weighted-average period of 0.7 years.

PSU activity under the 2018 EIP was as follows:


	Shares
PSUs outstanding at December 31, 2021		318,745
Granted		577,015
Shares issued upon vesting of PSUs		(161,626	)
Forfeited or canceled		(17,409	)
PSUs outstanding at June 30, 2022		716,725
PSUs releasable at June 30, 2022		—

In 2021, we granted PSUs under the Ceridian HCM Holding Inc. 2021 Management Incentive Plan (the “2021 MIP”) for the incentive period of January 1, 2021 through December 31, 2021, and also as part of long term incentive grants to certain members of management. One-third of the PSUs granted in 2021 as part of long term incentive grants to certain members of management vested on March 8, 2022, and will vest on each of March 8, 2023, and March 8, 2024.

On February 24, 2022, we granted PSUs under the 2022 Ceridian HCM Holding, Inc. Management Incentive Plan (the “2022 MIP”) for the incentive period of January 1, 2022 through December 31, 2022, and also as part of long term incentive grants to certain members of management. The vesting conditions for the PSUs granted on February 24, 2022, are based on the following performance criteria: (1) the Cloud revenue, excluding float revenue (the “Cloud Revenue Goal”) (2) the adjusted EBITDA, excluding float revenue (the “Adjusted EBITDA Goal”), and (3) the Sales per employee per month (“PEPM”) annual contract value (“ACV”) (the “Sales PEPM ACV Goal”), for fiscal year 2022 (collectively the “Performance Goals”).

Both the Cloud Revenue Goal and the Adjusted EBITDA Goal are calculated based on our operating results on a constant currency basis as adjusted to exclude: float revenue; foreign exchange gain (loss); share-based compensation expense and related employer taxes; severance charges; restructuring consulting fees; significant acquisitions or disposals and related transaction costs; as well as other non-recurring items, subject to the Board of Directors approval. The Sales PEPM ACV Goal is calculated based on the sales of our solutions on a constant currency basis that contribute to Cloud recurring revenue. Any cash payment under the 2022 MIP and the vesting conditions for the PSU awards granted in 2022 will be determined based on our performance against the achievement of the Performance Goals, and the payout that a participant can receive may be between 0% for not meeting the applicable thresholds of any of the Performance Goals, up to a maximum total payout of 167% for achieving the maximum level of all of the Performance Goals. Upon vesting of a PSU, a participant will receive shares of common stock of the Company. The probability of vesting of the PSUs related to the 2022 MIP and as part of long term incentive grants to certain members of management will continue to be evaluated throughout 2022, and share-based compensation will be recognized in accordance with that probability.

As of June 30, 2022, there was $31.0 million of share-based compensation expense related to unvested PSUs not yet recognized.

RSU activity under the 2013 SIP and the 2018 EIP was as follows:


	Shares
RSUs outstanding at December 31, 2021		1,935,939
Granted		1,440,393
Shares issued upon vesting of RSUs		(379,536	)
Forfeited or canceled		(104,750	)
RSUs outstanding at June 30, 2022		2,892,046
RSUs releasable at June 30, 2022		632,946

During the six months ended June 30, 2022, 414,546 RSUs vested. As of June 30, 2022, there were 2,259,100 unvested RSUs outstanding and 632,946 vested RSUs outstanding. As of June 30, 2022, there was $131.2 million of share-based compensation expense related to unvested RSUs not yet recognized, which is expected to be recognized over a weighted-average period of 1.7 years.

Term-based stock option activity under the 2013 SIP and the 2018 EIP was as follows:


	Shares			Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Term-based options outstanding at December 31, 2021		8,515,869		$	48.87			7.3	$	473.4
Granted		81,145			56.29			—		—
Exercised		(346,735	)		(29.53	)		—		—
Forfeited or expired		(250,886	)		(56.40	)		—		—
Term-based options outstanding at June 30, 2022		7,999,393		$	49.54			6.9	$	53.5
Term-based options exercisable at June 30, 2022		5,472,967		$	43.31			6.5	$	52.5

As of June 30, 2022, there was $46.0 million of share-based compensation expense related to unvested term-based stock options not yet recognized, which is expected to be recognized over a weighted-average period of 1.0 years.

We maintain the Ceridian HCM Holding Inc. Global Employee Stock Purchase Plan (“GESPP”) pursuant to which we have shares reserved for the issuance of common stock to eligible participants through quarterly purchases via payroll deductions. A total of 1,761,052 shares of common stock are available for future issuances under the plan as of June 30, 2022. The purchase price is the lower of 85% of the fair market value of a share of common stock on (i) January 1 or (ii) the purchase date.

Our GESPP activity was as follows:


Period Ended	Shares Issued		Purchase Price (per share)
March 31, 2022		56,208	$	58.11
June 30, 2022		84,541		40.02