Equity Grants. As of the Termination Date, Employee will have vested into 6,450 ISOs, 38,550 NSOs, and 6,725 RSUs. No additional portion of the Equity Grants will vest after the Termination Date; provided, however, that in the event of a Change in Control (as defined in the Plan) prior to the Termination Date, 100% of the Equity Grants will immediately become fully vested and no portion of the Equity Grants will be forfeited. The Company will deliver to Employee a share of Company common stock for each vested RSU by the Termination Date. Employee may exercise Employee’s vested Options for three (3) months following the Termination Date. The exercise of Employee’s vested Options shall continue to be governed by the terms and conditions of the applicable Stock Agreements, and any lock-up agreement Employee signed. In addition to the Equity Grants, Employee shall be entitled to any Company common stock purchased through the Company’s employee stock purchase plan through the Termination Date.

On or about the first day of the Term, when Employer grants equity incentive compensation to its executive level employees (but in no event later than ninety (90) days after the first day of the Term), Executive shall be granted an option (the “Option”) to acquire Thirty Thousand (30,000) shares of Class A Common Stock of ECC (“Shares”), which shall vest on July 31, 2020, and is subject to the terms of this Section 4.1.

Equity Grants. Subject to approval by the Board and the execution and delivery of appropriate documentation related thereto, Ceridian HCM will recommend to the Board of Directors, to provide the Executive with equity awards under the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (as may be amended from time to time (“2018 EIP”)) with a value of Three Million Two Hundred Thousand ($3,200,000) USD, The equity awards will include an award of restricted stock units (“RSUs”) that provides the Executive the opportunity to acquire shares of Common Stock upon the settlement. All equity awards are to be granted subject to and in conformity with the provisions of the 2018 EIP, the applicable award agreement, and/or such other agreements as may be required to be entered into between the Executive and Ceridian. On the date of grant of the equity awards, the number of RSUs awarded will be determined based upon the closing price of a share of Common Stock on the New York Stock Exchange. Details of the RSU award will be communicated to the Executive under separate cover upon approval by our Board of Directors.

Equity Grants. If you have received a grant of equity from the Company, you acknowledge and agree that from and after the Separation Date, all vesting of any equity grant under any equity plan (of whatever name or kind, including, without limitation, any stock option plan or plan relating to restricted stock units) that you participated in or were eligible to participate in during your employment with the Company will terminate, except for the grant of equity issued under the Restricted Stock Unit Agreement between the Company and you dated as of the date of this Agreement, which equity grant will vest as specified in such agreement. If you have received a grant of stock options from the Company, you further acknowledge and agree that you are entitled to exercise only those stock options that have vested as of the Separation Date, and only in accordance with the terms and conditions of the applicable Company plan, including those provisions regarding the time in which you must exercise vested options.

Equity Grants. As soon as practical (but not more than two (2) business days) after the first Compensation Committee meeting immediately following Executive’s Start Date (or, if the Compensation Committee’s next such meeting occurs during a blackout period, then promptly after two (2) business days following the end of such blackout period), the Company will grant to Executive, pursuant to the terms of the Verra Mobility Corporation 2018 Equity Incentive Plan, as amended (the “Plan”), and applicable award agreements, the following equity grants:

Equity Grants. On August 28, 2019, the Company shall grant to the Executive # an option to purchase 250,000 shares of the Company's Class B common stock (“Stock”) at a per share exercise price equal to the closing sales price of the Company's Class A common stock (“Class A Stock”) on NASDAQ on August 28, 2019 (the “Time-Vested Option”), # an option to purchase 50,000 shares of Stock at a per share exercise price equal to the closing sales price of the Class A Stock on NASDAQ on August 28, 2019 (the “Performance-Based Option”), and # 50,000 performance-based restricted stock units for Stock (the “RSUs”). The Time-Vested Option will vest over a period of four years, with 25% of the shares vesting on August 28, 2020, and with the remaining shares vesting in equal amounts quarterly thereafter. One half of the Performance-Based Option and one half of the RSUs will vest on the day prior to the expiration date that a Form 10-K or Form 10-Q, as applicable, is filed reflecting that, in the immediately preceding calendar quarter and any prior periods, cumulatively, the Company (plus any Spin Co (as hereinafter defined) or any Acquiring Co (as hereinafter defined)) booked $100 million or more of gross product sales revenue, including royalty revenue based on product sales. The remaining one half of the Performance-Based Option and remaining one half of the RSUs will vest on the day prior to the expiration date that a Form 10-K or Form 10-Q, as applicable, is filed reflecting that, in the immediately preceding calendar quarter and any prior periods, cumulatively, the Company (plus any Spin Co or any Acquiring Co) booked $200 million or more of gross product sales revenue, including royalty revenue based on product sales. The determination of a Spin Co’s or an Acquiring Co’s revenue shall be based on the latest financial information available to the Company. “Spin Co” shall mean any company the equity of which had previously been distributed to the stockholders of the Company, but any revenue calculations with respect to Spin Co shall only be made with respect to assets owned by Spin Co at the time of such distribution of equity. “Acquiring Co” shall mean any company to which the Company sells or licenses a compound which is or has been subject to a phase 3 or pivotal clinical trial that is being conducted, or has been completed, by the Company (including a compound which has been approved for marketing and sale), but any revenue calculations with respect to an Acquiring Co shall # only be made with respect to compounds sold or licensed to Acquiring Co by the Company and # be reduced by any royalty revenue based on product sales booked by the Company with respect to compounds sold or licensed to the Acquiring

Equity Grants. Executive has been awarded stock option grants in accordance with the Company’s 2019 Equity Incentive Plan (the “Incentive Plan”). Any such grants will be subject to the terms and conditions of the Incentive Plan and any individual grant agreements.

Equity Grants. If you have received a grant of equity from the Company, you acknowledge and agree that from and after the Separation Date, all vesting of any equity grant under any equity plan (of whatever name or kind, including, without limitation, any stock option plan or plan relating to restricted stock units) that you participated in or were eligible to participate in during your employment with the Company will terminate, except for the grant of equity issued under the Restricted Stock Unit Agreement between the Company and you dated as of the date of this Agreement, which equity grant will vest as specified in such agreement. If you have received a grant of stock options from the Company, you further acknowledge and agree that you are entitled to exercise only those stock options that have vested as of the Separation Date, and only in accordance with the terms and conditions of the applicable Company plan, including those provisions regarding the time in which you must exercise vested options.

Equity Grants. Executive has been awarded stock option grants in accordance with the Company’s 2019 Equity Incentive Plan (the “Incentive Plan”). Any such grants will be subject to the terms and conditions of the Incentive Plan and any individual grant agreements.

On or about the first day of the Term, when Employer grants equity incentive compensation to its senior management-level employees (but in no event later than ninety (90) days after the first day of the Term), Executive shall be granted an option (the “Option”) to acquire one hundred fifty thousand (150,000) shares of Class A Common Stock of ECC (“Shares”), which shall vest on February 28, 2019, and is subject to the terms of this Section 4.3.