**EXHIBIT10.04**

**CERIDIANCORPORATION**

**EXECUTIVEEMPLOYMENT AGREEMENT**

**PARTIES**

**CeridianCorporation**

**3311 EastOld Shakopee Road**

**Minneapolis,Minnesota 55425-1640**

**and**

**Perry H. Cliburn**

**(“Executive”)**

**Date:             December 14, 2006**

**RECITALS**

A.                         Ceridianwishes to obtain the services of Executive for the duration of this Agreement,and Executive wishes to provide services for such period.

B.                           Ceridiandesires reasonable protection of Ceridian’s Confidential Information (asdefined below).

C.                           Ceridiandesires assurance that Executive will not compete with Ceridian, engage inrecruitment of Ceridian’s employees or make disparaging statements aboutCeridian after termination of employment, and Executive is willing to refrainfrom such competition, recruitment and disparagement.

D.                          Executivedesires to be assured of a minimum Base Salary (as defined below) from Ceridianfor Executive’s services for the term of this Agreement.

E.                            It isexpressly recognized by the parties that Executive’s acceptance of, andcontinuance in, Executive’s position with Ceridian and agreement to be bound bythe terms of this Agreement represents a substantial commitment to Ceridian interms of Executive’s personal and professional career and a foregoing ofpresent and future career options by Executive, for all of which Ceridianreceives substantial value.

F.                            Theparties recognize that a Change of Control (as defined below) may result inmaterial alteration or diminishment of Executive’s position andresponsibilities and substantially frustrate the purpose of Executive’scommitment to Ceridian and forbearance of career options.

G.                           Theparties recognize that in light of the above-described commitment andforbearance of career options, it is essential that, for the benefit ofCeridian and its stockholders, provision be made for the possibility of aChange of Control Termination (as defined below) in order to enable Executiveto accept and effectively continue in Executive’s position in the face ofinherently disruptive circumstances arising from the possibility of a Change ofControl of Ceridian Corporation (as defined below), although no such change isnow contemplated or foreseen.

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NOW, THEREFORE, inconsideration of Executive’s acceptance of and continuance in Executive’semployment for the term of this Agreement and the parties’ agreement to bebound by the terms contained herein, the parties agree as follows:

**ARTICLE I**

**DEFINITIONS**

**1.01****                        “Affiliate”**means any entity with whom Ceridian would be considered a single employerunder Section 414(b) or 414(c) of the Code.

**1.02****                        “BaseSalary”** shall mean regular cash compensation paid on a periodic basisexclusive of benefits, bonuses or incentive payments.

**1.03****                        “Board”**shall mean the Board of Directors of Parent Corporation.

**1.04****                        “Cause”**means cause as defined under Section 4.2 of Article IV.

**1.05****                        “Ceridian”**shall mean Ceridian Corporation, a Delaware corporation f/k/a New CeridianCorporation, and, except for purposes of Section 7.01(b) and (f), anySubsidiary (as that term is defined in Section 1.11).

**1.06****                        “Code”**means the Internal Revenue Code of 1986, as amended.

**1.07****                        “ConfidentialInformation”** shall mean information or material of Ceridian which isnot generally available to or used by others, or the utility or value of whichis not generally known or recognized as standard practice, whether or not theunderlying details are in the public domain, including:

(a)                                    informationor material relating to Ceridian and its business as conducted or anticipatedto be conducted; business plans; operations; past, current or anticipatedservices, products or software; customers or prospective customers; relationswith business partners or prospective business partners; or research,engineering, development, manufacturing, purchasing, accounting, or marketingactivities;

(b)                                   informationor material relating to Ceridian’s inventions, improvements, discoveries, “know-how,”technological developments, or unpublished writings or other works ofauthorship, or to the materials, apparatus, processes, formulae, plans ormethods used in the development, manufacture or marketing of Ceridian’sservices, products or software;

(c)                                    informationon or material relating to Ceridian which when received is marked as “proprietary,”“private,” or “confidential;”

(d)                                   tradesecrets of Ceridian;

(e)                                    softwareof Ceridian in various stages of development, software designs, web-basedsolutions, specifications, programming aids, programming languages, interfaces,visual displays, technical documentation, user manuals, data files anddatabases of Ceridian; and

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(f)                                      anysimilar information of the type described above which Ceridian obtained fromanother party and which Ceridian treats as or designates as being proprietary,private or confidential, whether or not owned or developed by Ceridian.

Notwithstanding the foregoing, “ConfidentialInformation” does not include any information which is properly published or inthe public domain; provided, however, that information which is published by orwith the aid of Executive outside the scope of employment or contrary to therequirements of this Agreement will not be considered to have been properlypublished, and therefore will not be in the public domain for purposes of thisAgreement.

**1.08****                        “Disability”** means totally andpermanently disabled as defined in Ceridian’s group long-term disability planapplicable to senior executives, as may be amended from time to time**.**

**1.09****                        “Good Reason”** means any oneor more of the following events which shall occur without Executive’s expresswritten consent:

(a)                                  A change in Executive’s reportingresponsibilities, titles or office, or any removal of Executive from, or anyfailure to re-elect Executive to, any of such positions, which has the effectof materially diminishing Executive’s responsibility or authority, excludingfor this purpose an isolated, insubstantial or inadvertent action not taken inbad faith and which is remedied by Ceridian promptly after receipt of writtennotice thereof given by Executive and excluding any diminution attributable toa sale, spin off, reverse spin off or similar disposition of any Subsidiary ofCeridian.

(b)                                 A reduction by Ceridian in Executive’s BaseSalary or bonus opportunity or as the same may be increased from time to timethereafter or any failure by Ceridian to pay any portion of Executive’s compensationwhen due, other than an isolated, insubstantial and inadvertent failure notoccurring in bad faith and which is remedied by Ceridian promptly after receiptof written notice thereof given by Executive;

(c)                                  Ceridian requiring Executive to be based anywhereother than within 50 miles of Executive’s job location as of the CommencementDate;

(d)                                 Without replacement by plans, programs, orarrangements which, taken as a whole, provide benefits to Executive at leastreasonably comparable to those discontinued or adversely affected, (A) thefailure by Ceridian to continue in effect, any bonus, incentive, stockownership, purchase, option, life insurance, health, accident, disability, orany other employee compensation or benefit plan, program or arrangement, inwhich Executive is participating; or (B) the taking of any action by Ceridianthat would materially and adversely affect Executive’s participation ormaterially reduce Executive’s benefits under any of such plans, programs orarrangements;

(e)                                  The failure by Ceridian to provide officespace, furniture, and secretarial support at least comparable to that providedExecutive immediately prior to such failure or the taking of any similar actionby Ceridian that would materially adversely affect the working conditions in orunder which Executive performs her employment duties; or

(f)                                    Any material breach of this Agreement byCeridian, or the failure by a successor to Ceridian to assume the provisions ofthis Agreement, including without limitation, Articles III, IV and VII.

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Executive’s right to terminate employment for GoodReason shall not be affected by Executive’s incapacity due to physical ormental illness.  Executive’s continuedemployment shall not constitute consent to, or a waiver of rights with respectto, any event constituting Good Reason hereunder.

**1.10****                        “ParentCorporation”** shall mean Ceridian Corporation and, except for purposesof Section 8.02, any successor in interest by way of consolidation, operationof law, merger or otherwise.  “ParentCorporation” shall not include any Subsidiary.

**1.11****                        “Subsidiary”**shall mean:  (a) any corporation at leasta majority of whose securities having ordinary voting power for the election ofdirectors (other than securities having such power only by reason of the occurrenceof a contingency) is at the time owned by Parent Corporation and/or one or moreSubsidiaries; and (b) any division or business unit (or portion thereof) ofParent Corporation or a corporation described in clause (a) of this Section1.11.

**1.12****                        “Terminationof Executive’s Employment”** means (i) Executive has severed heremployment relationship with Ceridian and all Affiliates provided suchtermination constitutes a “separation from service” under Section 409A of theCode, or (ii) Executive experiences a change in employment status with Ceridianand its Affiliates that constitutes a “separation from service” under Section409A of the Code.

**ARTICLE II**

**EMPLOYMENT, DUTIES AND TERM**

**2.01****                  Employment.**  Upon the terms and conditions set forth inthis Agreement, Ceridian hereby employs Executive, and Executive accepts suchemployment.

**2.02****                   Duties.**  Executive shall devote his full-time and bestefforts to Ceridian and to fulfilling the duties of his position which shallinclude such duties as may from time to time be assigned him by Ceridian,provided that such duties are reasonably consistent with Executive’s education,experience and background.  Executiveshall comply with Ceridian’s policies and procedures to the extent they are notinconsistent with this Agreement in which case the provisions of this Agreementprevail.

**2.03****                   Term.**  Subject to the provisions of Articles IV andVIII, this Agreement and Executive’s employment shall continue until December14, 2009 (the “Initial Term”).  On eachanniversary of the Agreement, and subject to the provisions of Articles IV andVIII, this Agreement and Executive’s employment shall be automatically extendedfor an additional one-year period.  Forpurposes hereof, the Initial Term, together with any subsequent extensions thereof,are hereinafter referred to as the “Term.” Upon the occurrence of a Change of Control during the Term, allapplicable Change of Control protections set forth herein (including, withoutlimitation, those set forth in Article VII hereof) shall continue to apply forthe 24-month period commencing on the date of the Change of Control.

**ARTICLEIII**

**COMPENSATIONAND EXPENSES**

**3.01****                        BaseSalary.**  For all servicesrendered under this Agreement during the Term, Ceridian shall pay Executive aminimum Base Salary, at no less than the annual rate currently being paid or,if Executive is not currently in Ceridian’s employ, at the annual ratespecified in the written offer of employment. If

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Executive’s salary is increased from time to timeduring the term of this Agreement, the increased amount shall be the BaseSalary for the remainder of the term.

**3.02**                        **Bonus and Incentive.**  Bonus or incentive compensation shall be atthe sole discretion of Ceridian.  Exceptas otherwise provided in Article VII, Ceridian shall have the right, inaccordance with their terms, to alter, amend or eliminate any bonus orincentive plans, or Executive’s participation therein, without compensation toExecutive.

**3.03****                        BenefitPlans. **Executive shall beentitled to participate in the employee health and welfare, retirement andother employee benefits programs offered generally from time to time byCeridian to its executive employees, to the extent that Executive’s position,tenure, salary, and other qualifications make Executive eligible to participate.

**3.04****                        BusinessExpenses.**  Ceridian shall,consistent with its policies in effect from time to time, bear all ordinary andnecessary business expenses incurred by Executive in performing his or herduties as an employee of Ceridian, provided that Executive accounts promptlyfor such expenses to Ceridian in the manner prescribed from time to time byCeridian.

**ARTICLEIV**

**EARLYTERMINATION**

**4.01****                        EarlyTermination.**  This Article shallnot apply to a Change of Control Termination which is governed solely by theprovisions of Article VII, and does not alter the respective continuingobligations of the parties pursuant to Articles V and VI.

**4.02****                        Terminationfor Cause.**  Ceridian mayterminate this Agreement and Executive’s employment immediately for cause.  For the purpose hereof “cause” means:

(a)                                  fraud;

(b)                                 misrepresentation;

(c)                                  theftor embezzlement of Ceridian assets;

(d)                                 intentionalviolations of law involving moral turpitude;

(e)                                  failureto follow Ceridian’s conduct and ethics policies; and/or

(f)                                    thecontinued failure by Executive to attempt in good faith to perform his or herduties as reasonably assigned to Executive pursuant to Section 2.02 of ArticleII of this Agreement for a period of 60 days after a written demand for suchperformance which specifically identifies the manner in which it is allegedExecutive has not attempted in good faith to perform such duties.

A Termination of Executive’s Employment by Ceridianshall not constitute a termination for Cause unless (i) there has beendelivered to Executive by the Board, at least 10 days prior to suchtermination, a written notice which specifically identifies conduct describedin clauses (a) through (f) in which the Board believes Executive has engagedand (ii) the Board has duly adopted a resolution, by the affirmative vote ofnot less than two-thirds (2/3) of the entire membership of the Board at ameeting of the Board which was called and held for the purpose of consideringsuch termination (after reasonable notice to Executive and an opportunity forthe Executive, together with the Executive’s counsel, to be heard before theBoard) finding

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that, in the good faith opinion of the Board, theExecutive was guilty of conduct described in clauses (a), (b), (c), (d), (e) or(f), and specifying the particulars thereof in detail.  In the event of termination for Causepursuant to this Section 4.02, Executive shall be paid at the usual rate ofExecutive’s annual Base Salary through the date of termination specified in anywritten notice of termination.

**4.03****                        TerminationWithout Cause; Termination for Good Reason.**  Ceridian may terminate this Agreement andExecutive’s employment without Cause on at least 30 days’ written notice.  Executive may terminate this Agreement andExecutive’s employment with or without Good Reason on at least 30 days’ writtennotice.  In the event of Termination ofExecutive’s Employment pursuant to this Section 4.03, compensation shallbe paid as follows:

(a)                                  Ifthe notice of termination is given by Ceridian without Cause or by Executivefor Good Reason, Executive shall be paid at the usual rate of her annual BaseSalary through the 30 day notice period (provided, however, that Ceridian shallhave the option of making termination of the Agreement and Termination ofExecutive’s Employment effective immediately upon notice in which caseExecutive shall be paid a lump sum representing the value of 30 days worth ofsalary), and Executive shall become entitled to the following severancebenefits:

(1)                                a lump sum cash paymentequal to two times the Executive’s then-current annual Base Salary.

(2)                                  aprorated portion of Executive’s bonus compensation, if any, to which Executivewould have otherwise become entitled for the fiscal year in which theTermination of Employment occurs had Executive remained continuously employedfor the full fiscal year, calculated by multiplying such bonus compensation bya fraction, the numerator of which is the number of days in the applicablefiscal year through the date of termination and the denominator of which is 365(without giving effect to any reduction in bonus opportunity constituting GoodReason);

(3)                                  reasonableexecutive-level outplacement services, not to exceed $20,000, for a period ofup to 24 months (or if earlier, until the first acceptance by Executive of anoffer of employment), to be provided through Executive’s preferred provider ofsuch services; and

(4)                                  iffollowing termination, Executive elects COBRA continuation coverage forExecutive and his/her eligible dependents under Ceridian’s group health plan,Ceridian shall reimburse Executive for the applicable COBRA premiums paid forthe first six months of the COBRA continuation period.

(b)                                 If Executive is a “specified employee” for thepurposes of complying with the requirements of Section 409A(a)(2)(B)(i) of theCode, then any payments of severance, other than reasonable outplacementservices, or other amounts of deferred compensation due under this Section4.03, will be suspended and not made until the first day immediately followingthe date that his six (6) months after the date of the Executive’s terminationof employment (or, if earlier, upon the Executive’s death).

(c)                                  Ifthe notice of termination is given by Executive without Good Reason, Executiveshall be paid at the usual rate of her annual Base Salary through the 30 daynotice period.

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**4.04****                        TerminationIn The Event of Death or Disability.** This Agreement shall terminate in the event of death or Disability ofExecutive.

(a)                                  Inthe event of Executive’s death, Ceridian shall pay a lump sum cash paymentequal to one year of Executive’s then-current Base Salary as soon aspracticable following Ceridian’s receipt of notice of Executive’s death.  Such amount shall be paid (i) to thebeneficiary or beneficiaries designated in writing to Ceridian by Executive,(ii) in the absence of such designation to the surviving spouse, or(iii) if there is no surviving spouse, or such surviving spouse disclaimsall or any part, then the full amount, or such disclaimed portion, shall bepaid to the executor, administrator or other personal representative ofExecutive’s estate.

(b)                                 Inthe event of Executive’s Disability, Base Salary shall be terminated as of theend of the month in which the last day of the six-month period of Executive’sinability to perform his duties, despite Ceridian’s efforts to reasonablyaccommodate, occurs.

(c)                                  Inthe event of termination by reason of Executive’s death or Disability, inaddition to the death or Disability benefits provided in Section 4.04(a) andSection 4.04(b), Ceridian shall pay to Executive a prorated bonus equal to (i)the amount Executive would have received in annual incentive plan bonus for theyear in which termination occurs had “target” goals been achieved, multipliedby (ii) a fraction, the numerator of which is the number of days in theapplicable fiscal year through the date of termination and the denominator orwhich is 365.  The amount payablepursuant to this Section 4.04(c) shall be paid within 15 days after the datesuch bonus would have been paid had Executive remained employed for the fullfiscal year.

**4.05****                        Retirement. **Executive may terminate this Agreementand Executive’s employment as a result of Executive decision to retire fromCeridian.  Executive shall provideCeridian with at least 30 days’ written notice of the date upon which Executiveintends to retire.  Executive shall bepaid at the usual rate of his annual Base Salary and annual perquisite cashadder through the date of retirement stipulated in the written notice.

**4.06****                        EntireTermination Payment.**  Thecompensation provided for in this Article IV for early termination of thisAgreement and termination pursuant to this Article IV shall constituteExecutive’s sole remedy for such termination. Executive shall not be entitled to any other termination or severancepayment which may be payable to Executive under any other agreement betweenExecutive and Ceridian.

**4.07****                       ****Termination On Account of Changein Status of Affiliate**.  In the event that, prior to a Change of Control or a termination forCause under Section 4.02, Executive incurs a termination of employment asdefined under Section 4.01 solely on account of being primarily employed by anentity that ceases to be an Affiliate, then:

(a)                                  if at the time of such termination ofemployment, Executive has entered into or has been offered an agreement withthe Affiliate or an entity that has or will have an interest in such Affiliateand such agreement provides or would provide rights that are identical to theExecutive’s rights under Article IV of this Agreement, then such terminationwill be treated as a termination for Cause pursuant to Section 4.02; and

(b)                                 in all other cases, such termination ofemployment will be treated as a termination without Cause under Section 4.03.

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**ARTICLE V**

**CONFIDENTIALITY,DISCLOSURE AND ASSIGNMENT**

**5.01**                        **Confidentiality.**  Executive acknowledges that Ceridian hastaken reasonable measures to preserve the secrecy of its ConfidentialInformation.  Executive will not, duringthe term or after the termination or expiration of this Agreement or his/heremployment, publish, disclose, or utilize in any manner any ConfidentialInformation obtained while employed by Ceridian.  If Executive leaves the employ of Ceridian,Executive will not, without Ceridian’s prior written consent, retain or takeaway any drawing, writing or other record in any form containing anyConfidential Information.

**5.02**                     **Business Conduct and Ethics.** Duringthe term of employment with Ceridian, Executive will engage in no activity oremployment which may conflict with the interest of Ceridian, and will complywith Ceridian’s policies and guidelines pertaining to business conduct andethics.

**5.03**                     **Disclosure.**  Executive will disclose promptly in writingto Ceridian all inventions, discoveries, software, writings and other works ofauthorship which are conceived, made, discovered, or written jointly or singlyon Ceridian time or on Executive’s own time, providing the invention,improvement, discovery, software, writing or other work of authorship iscapable of being used by Ceridian in the normal course of business, and allsuch inventions, improvements, discoveries, software, writings and other worksof authorship shall belong solely to Ceridian.

**5.04**                     **Instruments of Assignment.**  Executive will sign and execute all instrumentsof assignment and other papers to evidence transfer of Executive’s entireright, title and interest in such inventions, improvements, discoveries,software, writings or other works of authorship in Ceridian, at the request andthe expense of Ceridian, and Executive will do all acts and sign allinstruments of assignment and other papers Ceridian may reasonably requestrelating to applications for patents, patents, copyrights, and the enforcementand protection thereof.  If Executive isneeded, at any time, to give testimony, evidence, or opinions in any litigationor proceeding involving any patents or copyrights or applications for patentsor copyrights, both domestic and foreign, relating to inventions, improvements,discoveries, software, writings or other works of authorship conceived,developed or reduced to practice by Executive, Executive agrees to do so, andif Executive leaves the employ of Ceridian, Ceridian shall pay Executive at arate mutually agreeable to Executive and Ceridian, plus reasonable traveling orother expenses.

**5.05**                     **Inventions Developed on Executive’s Own Time.**  The two immediately preceding sectionsentitled “Disclosure” and “Instruments of Assignment” do not apply toinventions in which a Ceridian claim of any rights will create a violation ofChapter 181 Minnesota Statutes, Section 181.78, reproduced below andconstituting the written notification of its Subdivision 3.

181.78 Agreements; terms relating to inventions

Subdivision 1.

Any provision in an employment agreement which providesthat an employee shall assign or offer to assign any of the employee’s rightsin an invention to the employer shall not apply to an invention for which noequipment, supplies, facility or trade secret information of the employer wasused and which was developed entirely on the employee’s own time, and(1) which does not relate (a) directly to the business of theemployer or (b) to the employer’s actual or demonstrably anticipatedresearch or development, or (2) which does not result from any work performedby the employee for the employer.  Anyprovision

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which purports to apply to such an invention is tothat extent against the public policy of this state and is to that extent voidand unenforceable.

Subdivision 2.

No employer shall require a provision made void andunenforceable by subdivision 1 as a condition of employment or continuingemployment.

Subdivision 3.

IF AN EMPLOYMENT AGREEMENT ENTERED INTO AFTERAUGUST 1, 1977, CONTAINS A PROVISION REQUIRING THE EMPLOYEE TO ASSIGN OROFFER TO ASSIGN ANY OF THE EMPLOYEE’S RIGHTS IN ANY INVENTION TO AN EMPLOYER,THE EMPLOYER MUST ALSO, AT THE TIME THE AGREEMENT IS MADE, PROVIDE A WRITTENNOTIFICATION TO THE EMPLOYEE THAT THE AGREEMENT DOES NOT APPLY TO AN INVENTIONFOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF THEEMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON THE EMPLOYEE’S OWN TIME,AND (1) WHICH DOES NOT RELATE (a) DIRECTLY TO THE BUSINESS OF THE EMPLOYER OR(b) TO THE EMPLOYER’S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH ORDEVELOPMENT, OR (2) WHICH DOES NOT RESULT FROM ANY WORK PERFORMED BY THEEMPLOYEE FOR THE EMPLOYER.

**5.06**                     **Executive’s Declaration.** Executivehas no inventions, data bases, improvements, discoveries, software, writings orother works of authorship useful to Ceridian in the normal course of business,which were conceived, made or written prior to the date of this Agreement andwhich are excluded from this Agreement.

**5.07**                     **Survival.**  The obligations of this Article V shallsurvive the expiration or termination of this Agreement and Executive’semployment.

**ARTICLEVI**

**NON-COMPETITION,NON-RECRUITMENT, AND NON-DISPARAGEMENT**

**6.01**                        **General.**  The parties hereto recognize and agree that(a) Executive is a senior executive of Ceridian and is a key executive of Ceridian,(b) Executive has received, and will in the future receive, substantial amountsof Confidential Information, (c) Ceridian’s business is conducted on aworldwide basis, and (d) provision for non-competition, non-recruitment andnon-disparagement obligations by Executive is critical to Ceridian’s continuedeconomic well-being and protection of Ceridian’s Confidential Information.  In light of these considerations, thisArticle VI sets forth the terms and conditions of Executive’s obligations ofnon-competition, non-recruitment and non-disparagement subsequent to thetermination of this Agreement and/or Executive’s employment for any reasonother than a Change of Control Termination. Section 6.02 and 6.03 of this Agreement shall be of no further force oreffect upon a Change of Control Termination.

**6.02****                        Non-Competition.**

(a)                                  Duringthe term of this Agreement, Executive will devote full time and energy tofurthering Ceridian’s business and will not pursue any other business activitywithout Ceridian’s written consent. Unless the obligation is waived or limited by Ceridian in accordancewith subsection (b) of this Section 6.02, Executive agrees that during his orher employment with Ceridian and for a

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period of two years****following termination of employment for any reason otherthan a Change of Control Termination (“Non-Compete Period”), Executive will notdirectly or indirectly, alone or as a partner, officer, director, shareholderor employee of any other firm or entity, engage in any commercial activity incompetition with any part of Ceridian’s business as conducted as of the date ofsuch termination of employment or with any part of Ceridian’s contemplatedbusiness with respect to which Executive has Confidential Information.  For purposes of this subsection (a), “shareholder”shall not include beneficial ownership of less than five percent (5%) of thecombined voting power of all issued and outstanding voting securities of apublicly held corporation whose stock is traded on a major stock exchange.  Also for purposes of this subsection (a), “Ceridian’sbusiness” shall include business conducted by Ceridian or its affiliates andany partnership or joint venture in which Ceridian or its affiliates is apartner or joint venturer; provided that, “affiliate” as used in this sentenceshall not include any corporation in which Ceridian has ownership of less thanfifteen percent (15%) of the voting stock.

(b)                                 Atits sole option Ceridian may, by written notice to Executive at any time withinthe Non-Compete Period, waive or limit the time and/or geographic area in whichExecutive cannot engage in competitive activity.

(c)                                Duringthe Non-Compete Period, prior to accepting employment with or agreeing toprovide consulting services to, any firm or entity which offers competitiveproducts or services, Executive shall give 30 days prior written notice toCeridian.  Such written notice shalldescribe the firm and the employment or consulting services to be rendered tothe firm or entity, and shall include a copy of the written offer of employmentor engagement of consulting services. Ceridian’s failure to respond or object to such notice shall not in anyway constitute acquiescence or waiver of Ceridian’s rights under this ArticleVI.

**6.03****                        Non-Recruitment.**  During the term of employment and for aperiod of two years****followingtermination of employment for any reason other than a Change of ControlTermination, Executive will not directly or indirectly hire any of Ceridian’semployees, or solicit any of Ceridian’s employees for the purpose of hiringthem or inducing them to leave their employment with Ceridian, nor willExecutive own, manage, operate, join, control, consult with, participate in theownership, management, operation or control of, be employed by, or be connectedin any manner with any person or entity which engages in the conduct proscribedin this Section 6.03.  This provisionshall not preclude Executive from responding to a request (other than byExecutive’s employer) for a reference with respect to an individual’semployment qualifications.

**6.04****                        Non-Disparagement. **Executive will not, during the term orafter the termination or expiration of this Agreement or Executive’semployment, make disparaging statements, in any form, about Ceridian, itsofficers, directors, agents, employees, products or services which Executiveknows, or has reason to believe, are false or misleading.

**6.05****                        Survivaland Enforceability.**  Theobligations of this Article VI shall survive the expiration or termination ofthis Agreement and Executive’s employment. Should any provision of this Article VI be held invalid or illegal, suchillegality shall not invalidate the whole of this Article VI or the Agreement,but, rather, Article VI shall be construed as if it did not contain the illegalpart or narrowed to permit its enforcement, and the rights and obligations ofthe parties shall be construed and enforced accordingly. In furtherance of and not in limitation of theforegoing, Executive expressly agrees that should the duration of or geographicalextent of, or business activities covered by, any provision of this Article VIbe in excess of that which is valid or enforceable under applicable law, thensuch provision shall be construed to cover only that duration, extent oractivities that may validly be covered. Executive acknowledges the uncertainty of the law in this respect andexpressly stipulates that this Article VI shall be construed in a manner thatrenders its provisions valid and enforceable to the maximum extent (notexceeding its express terms) possible under applicable law.  This

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Article VI does not replace and is in addition to anyother agreements Executive may have with Ceridian on the matters addressedherein.

**ARTICLEVII**

**CHANGE OFCONTROL**

**7.01****                        Definitions.**  For purposes of this Article VII, thefollowing definitions shall be applied:

(a)                                  **“Benefit Plan”** means any formal orinformal plan, program or other arrangement heretofore or hereafter adopted byCeridian for the direct or indirect provision of compensation to Executive(including groups or classes of participants or beneficiaries of whichExecutive is a member), whether or not such compensation is deferred, is in theform of cash or other property or rights, or is in the form of a benefit to orfor Executive.

(b)           **“Change of Control”**shall mean the first of the following events to occur:

(1)                                  there is consummated a merger or consolidation towhich Ceridian or any direct or indirect subsidiary of Ceridian is a party ifthe merger or consolidation would result in the voting securities of Ceridianoutstanding immediately prior to such merger or consolidation continuing torepresent (either by remaining outstanding or by being converted into votingsecurities of the surviving entity or any parent thereof) less than 60% of thecombined voting power of the securities of Ceridian or such surviving entity orany parent thereof outstanding immediately after such merger or consolidation;or

(2)                                  the direct or indirect beneficial ownership (asdefined in Rule 13d-3 under the Securities Exchange Act of  1934, as amended (the “Exchange Act”) in theaggregate of securities of Ceridian representing twenty percent (20%) or moreof the total combined voting power of Ceridian’s then issued and outstandingsecurities is acquired by any person or entity or group of associated personsor entities acting in concert; provided, however, that for purposes hereof, thefollowing acquisitions shall not constitute a Change of Control: (A) anyacquisition by Ceridian or any of its subsidiaries, (B) any acquisitiondirectly from Ceridian or any of its subsidiaries, (C) any acquisition by anyemployee benefit plan (or related trust or fiduciary) sponsored or maintainedby Ceridian or any corporation controlled by Ceridian, (D) any acquisition byan underwriter temporarily holding securities pursuant to an offering of suchsecurities, (E) any acquisition by a corporation owned, directly or indirectly,by the stockholders of Ceridian in substantially the same proportions as theirownership of stock of Ceridian, (F) any acquisition in connection with which,pursuant to Rule 13d-1 promulgated pursuant to the Exchange Act, theindividual, entity or group is permitted to, and actually does, report itsbeneficial ownership on Schedule 13G (or any successor Schedule); providedthat, if any such individual, entity or group subsequently becomes required toor does report its beneficial ownership on Schedule 13D (or any successorSchedule), then, for purposes of this paragraph, such individual, entity orgroup shall be deemed to have first acquired, on the first date on which suchindividual, entity or group becomes required to or does so report on Schedule13D, beneficial ownership of all of the voting securities of Ceridianbeneficially owned by it on such date, and (G) any acquisition in connectionwith a merger or consolidation which, pursuant to paragraph (1) above, does notconstitute a Change of Control; or

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(3)                                  there is consummated a transaction contemplated by anagreement for the sale or disposition by Ceridian of all or substantially allof Ceridian’s assets, other than a sale or disposition by Ceridian of all orsubstantially all of Ceridian’s assets to an entity, at least 60% of thecombined voting power of the voting securities of which are owned bystockholders of Ceridian in substantially the same proportions as theirownership of Ceridian immediately prior to such sale; or

(4)                                  the stockholders of Ceridian approve any plan orproposal for the liquidation of Ceridian; or

(5)                                  a change in the composition of the Board such thatthe “Continuity Directors” cease for any reason to constitute at least amajority of the Board.  For purposes of this clause, “ContinuityDirectors” means (A) those members of the Board who were directors on the datehereof and (B) those members of the Board (other than a director whose initialassumption of office was in connection with an actual or threatened electioncontest, including but not limited to a consent solicitation, relating to theelection of directors of Ceridian) who were elected or appointed by, or on thenomination or recommendation of, at least a two-thirds (2/3) majority of thethen-existing directors who either were directors on the date hereof or werepreviously so elected or appointed; or

(6)                                  suchother event or transaction as the Board shall determine constitutes a Change ofControl.

Notwithstanding anyprovision in this Section 7.01(b) to the contrary, a Change of Control shallnot include a sale, spin off, reverse spin off or similar disposition of anySubsidiary of Ceridian, unless or until the Board shall determine that suchdisposition constitutes a Change of Control.

(c)                                  **“Change of Control Compensation”**means any payment or benefit (including any transfer of property) in the natureof compensation, to or for the benefit of Executive under this Agreement or anyOther Agreement or Benefit Plan, which is considered to be contingent on achange in the ownership or effective control of Ceridian for purposes ofSection 280G of the Code.

(d)                                 **“Change of Control Termination”** means,with respect to Executive, any of the following events:

(1)                                  Onor within two years after a Change of Control, Termination of Executive’sEmployment by Ceridian for any reason other than (A) fraud, (B) theft orembezzlement of Ceridian assets, (C) conviction of a crime involving moralturpitude, or (D) failure to follow Ceridian’s conduct and ethics policies;

(2)                                  Onor within two years after a Change of Control, Termination of Executive’sEmployment by Executive for Good Reason; or

(3)                                  A Termination of Executive’s Employment by Ceridianother than for the reasons described in clauses (A) through (D) of Section7.01(d)(1) during the pendency of a Potential Change of Control and Executivereasonably demonstrates that such termination was at the request or directionof a person or entity who has entered into an agreement, the consummation ofwhich would result in a Change of Control, or is otherwise in connection withor in anticipation of a Change of Control (whether or not a Change of Controlever occurs).  For purposes of thisAgreement, in the event of a termination described in the preceding sentence, aChange of Control will be deemed to have

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occurredimmediately prior to the Termination of Executive’s Employment for purposes ofthis Agreement.

A Change of Control Termination by Executive shall not, however,include termination by reason of death or Disability.  A Terminationof Executive’s Employment by Ceridian shall not constitute a terminationdescribed in clauses (A) through (D) of Section 7.01(d)(1) unless (i) there hasbeen delivered to Executive by the Board, at least 10 days prior to suchtermination, a written notice which specifically identifies conduct describedin clauses (A), (B), (C) or (D) of Section 7.01(d)(1) in which the Board believesExecutive has engaged and (ii) the Board has duly adopted a resolution, by theaffirmative vote of not less than two-thirds (2/3) of the entire membership ofthe Board at a meeting of the Board which was called and held for the purposeof considering such termination (after reasonable notice to the Executive andan opportunity for the Executive, together with the Executive’s counsel, to beheard before the Board) finding that, in the good faith opinion of the Board,the Executive was guilty of conduct described in clauses (A), (B), (C) or (D)of Section 7.01(d)(1), and specifying the particulars thereof in detail.

(e)                                  **“Other Agreements”** means anyagreement, contract or understanding heretofore or hereafter entered intobetween Executive and Ceridian for the direct or indirect provision ofcompensation to Executive.

(f)**                                    “Potential Change of Control”** shall be deemed to have occurred if the event setforth in any one of the following subsections shall have occurred: (A) Ceridianenters into an agreement, the consummation of which would result in theoccurrence of a Change of Control; (B) Ceridian or any person or entitypublicly announces an intention to take or to consider taking actions which, ifconsummated, would constitute a Change of Control; (C) any person becomes thebeneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of Ceridian representing 15% or more of either thethen outstanding shares of common stock of Ceridian or the combined voting powerof Ceridian’s then outstanding securities; or (D) the Board adopts a resolutionto the effect that, for purposes of this Agreement, a Potential Change ofControl has occurred.

**7.02****                        Terminationby Executive. **The termination ofExecutive’s employment as described in Section 7.01(d)(2) shall be accomplishedby, and effective upon, Executive giving written notice to Ceridian ofExecutive’s decision to terminate. Except as otherwise expressly provided in this Agreement, upon theexercise of said right, all obligations and duties of Executive under thisAgreement shall be of no further force and effect.

**7.03****                        Changeof Control Termination Payment.**

(a)                                  Inthe event of a Change of Control Termination, Ceridian shall, within five daysof such termination, make a lump sum payment to Executive in an amount equal tothree times the sum of (1), (2) and (3) below:

(1)                                  oneyear of Base Salary at the rate in effect at the time of Executive’stermination (without giving effect to any reduction in Base Salary constitutingGood Reason);

(2)                                  thebonus, if any, that Executive would have earned under all applicable Ceridianbonus plans for the year in which the termination occurs had “superior” goalsbeen achieved (without giving effect to any reduction in bonus opportunityconstituting Good Reason);

(3)                                  thehighest annual aggregate amount of 401(k) Restoration Match (as defined in theCeridian Corporation Deferred Compensation Plan (“DCP”)) and SupplementalMatching Credit (as defined in the DCP) made by Ceridian on behalf of Executiveinto the DCP over the last three fiscal years prior to termination ofExecutive.

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(b)                                 Inthe event of a Change of Control Termination, Ceridian shall also pay toExecutive, along with the lump sum severance payment described in Section7.03(a), a prorated portion of Executive’s bonus compensation for the fiscalyear in which the Change of Control Termination occurs (assuming that anyapplicable performance objectives were achieved at the “target” level ofperformance and without giving effect to any reduction in bonus opportunityconstituting Good Reason) calculated by multiplying (A) the maximum achievableamount of such bonus compensation by (B) a fraction, the numerator of which isthe number of days in the applicable fiscal year through the date oftermination and the denominator of which is 365.

(c)                                  In the event of a Change of Control Termination, Executiveshall be entitled to continued medical and dental coverage in accordance withSection 7.06.

### (d)                                 Following a Change of Control Termination,Ceridian shall provide Executive with reasonable executive-level outplacementservices, not to exceed $20,000, for a period of up to 24 months (or ifearlier, until the first acceptance by Executive of an offer of employment), tobe provided through Executive’s preferred provider of such services.  Following a Change of Control Termination,Ceridian shall reimburse Executive for all customary relocation expensesactually incurred by Executive in one move out of the Executive’s state ofresidence within the one-year period following such Change of ControlTermination, provided such move is necessitated by Executive’s acceptance of anoffer of employment.

(e)                                  In the event of a Change of Control Termination, alloutstanding Ceridian options and other equity awards held by Executive shallbecome fully vested and exercisable and, if applicable, free from allrestrictions.

(f)                                    The payments and benefits described in this Article VIIshall be conditioned upon Executive executing (and not effectively rescinding)a release of claims against Ceridian substantially identical to that attachedas Exhibit A hereto.

**7.04****                        Interest.**  In the event Ceridian does not make timelypayment in full of the Change of Control Termination Payment described inSection 7.03, Executive shall be entitled to receive interest on any unpaidamount at the lower of:  (a) the primerate of interest (or such comparable index as may be adopted) established fromtime to time by the Bank of America National Trust and Savings Association, NewYork, New York or its successor in interest; or (b) the maximum rate permittedunder Section 280G(d)(4) of the Internal Revenue Code.

**7.05****                        Attorneys’Fees.**  In the event Executiveincurs any legal expense to enforce or defend his or her rights under thisArticle VII of this Agreement, or to recover damages for breach thereof,Executive shall be entitled to recover from Ceridian any expenses for attorneys’fees and disbursements incurred. Such paymentsshall be made within five (5) business days after delivery of Executive’swritten requests for payment accompanied with such evidence of fees andexpenses incurred as Ceridian reasonably may require.

**7.06****                        BenefitsContinuation.**  In the event of aChange of Control Termination, Executive shall, until age 65, be entitled toreceive from Ceridian medical and dental insurance coverage substantiallyequivalent to the coverage Executive had on the day immediately prior to theChange of Control, including coverage then in effect for Executive’s spouse anddependents.  During any continuationperiod required under the Consolidated Omnibus Budget Reconciliation Act of1986 (“COBRA”), Ceridian shall continue to provide medical and dental coverageunder one or more of Ceridian’s group medical and dental plans as if Executivewere still employed, and Executive shall be required to pay no more for suchinsurance coverage

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than Executive would be required to pay had Executivecontinued in active employment with Ceridian. From the expiration of the COBRA period until Executive’s attainment ofage 65, Ceridian shall use its reasonable best efforts to continue groupcoverage on the same terms; provided, however, that if Ceridian determines thatsuch continued coverage under its group medical and dental plans after theCOBRA period would jeopardize the tax-qualified status of such plans or causeExecutive to incur penalty tax under Section 409A of the Code, Ceridian shallhave the right to: (i) require Executive to reimburse Ceridian for such amountsas may be necessary to preserve group coverage without jeopardizingtax-qualified status or triggering penalty taxes, or (ii) discontinue suchcoverage and use its best reasonable efforts to obtain for Executive, hisspouse and his dependants comparable individual coverage at comparable rates.  Ceridian shall reimburse Executive for thecost of such individual insurance coverage up to the amount Ceridian would berequired to pay under Ceridian’s group plans had Executive continued in activeemployment with Ceridian, and Executive shall be responsible for all additionalcosts, if any.

**7.07****                        Mitigation; Offset.**  Following a Change of Control Termination,Executive is not required to seek other employment or to attempt in any way toreduce any amounts payable to the Executive by pursuant to this Article VII.  The amount of any payment or benefit providedfor in this Agreement shall not be reduced by any compensation earned byExecutive as the result of employment by another employer, by retirementbenefits, by offset against any amount claimed to be owed by Executive toParent Corporation, any Subsidiary or otherwise.

**7.08****                        Six-Month Suspension For Specified KeyEmployee.**  If, upon a Change ofControl Termination, Executive is a “specified employee” for purposes ofcomplying with the requirements of Section 409A(a)(2)(B)(i) of the Code, anypayments due under Sections 7.03 and 7.04 and the provision of benefits underSection 7.07 (including any tax gross-up payment), will not be paid, providedwithout charge or reimbursed to Executive until the first day immediatelyfollowing the date that is six (6) months after the date of the Executive’stermination of employment (or, if earlier, upon the Executive’s death).

**ARTICLEVIII**

**GENERALPROVISIONS**

**8.01****                        NoAdequate Remedy.**  The partiesdeclare that it is impossible to measure in money the damages which will accrueto either party by reason of a failure to perform any of the obligations underthis Agreement and therefore injunctive relief is appropriate.  Therefore, if either party shall instituteany action or proceeding to enforce the provisions hereof, such party againstwhom such action or proceeding is brought hereby waives the claim or defensethat such party has an adequate remedy at law, and such party shall not urge inany such action or proceeding the claim or defense that such party has anadequate remedy at law.

**8.02****                        Successorsand Assigns.**  This Agreementshall be binding upon and inure to the benefit of the successors and assigns ofParent Corporation and each Subsidiary, whether by way of merger, consolidation,operation of law, assignment, purchase or other acquisition of substantiallyall of the assets or business of Ceridian, and any such successor or assignshall absolutely and unconditionally assume all of Ceridian’s obligationshereunder.

**8.03****                        Notices.**  All notices, requests and demands givento or made pursuant hereto shall, except as otherwise specified herein, be inwriting and be delivered or mailed to any such party at its address:

(a)                                  CeridianCorporation

3311 East Old ShakopeeRoad

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Minneapolis, Minnesota55425-1640

Attention:  Office of General Counsel

(b)                                 Inthe case of Executive shall be:

At the addresslisted on the last page of this Agreement.

Either party may,by notice hereunder, designate a changed address.  Any notice, if mailed properly addressed,postage prepaid, registered or certified mail, shall be deemed dispatched onthe registered date or that stamped on the certified mail receipt, and shall bedeemed received within the second business day thereafter or when it isactually received, whichever is sooner.

**8.04****                        Captions.**  The various headings or captions in thisAgreement are for convenience only and shall not affect the meaning orinterpretation of this Agreement.

**8.05****                        GoverningLaw.**  The validity, constructionand performance of this Agreement shall be governed by the laws of the State ofMinnesota and any and every legal proceeding arising out of or in connectionwith this Agreement shall be brought in the appropriate courts of the State ofMinnesota, each of the parties hereby consenting to the exclusive jurisdictionof said courts for this purpose.  Theparties hereto expressly recognize and agree that the implementation of thisGoverning Law provision is essential in light of the fact that ParentCorporation’s corporate headquarters and its principal executive offices arelocated within the State of Minnesota, and there is a critical need foruniformity in the interpretation and enforcement of the employment agreementsbetween Ceridian and its senior executives.

**8.06****                        Construction.**  Wherever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement shall beprohibited by or invalid under applicable law, such provision shall beineffective only to the extent of such prohibition or invalidity withoutinvalidating the remainder of such provision or the remaining provisions ofthis Agreement.

**8.07****                        Waivers.**  No failure on the part of either party toexercise, and no delay in exercising, any right or remedy hereunder shalloperate as a waiver thereof; nor shall any single or partial exercise of anyright or remedy hereunder preclude any other or further exercise thereof or theexercise of any other right or remedy granted hereby or by any related documentor by law.

**8.08****                        Modification.**  Any changes or amendments to this Agreementmust be in writing and signed by both parties.

**8.09****                        EntireAgreement.**  This Agreementconstitutes the entire agreement and understanding between the parties heretoin reference to all the matters herein agreed upon.  This Agreement replaces in full all prioremployment or Change of Control agreements or understandings of the partieshereto with respect to such subject matter, and any and all such prior agreementsor understandings are hereby rescinded by mutual agreement.

**[Remainderof Page Left Intentionally Blank]**

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**INWITNESS WHEREOF,** The parties hereto have caused thisAgreement to be duly executed and delivered as of the day and year first abovewritten.
| **EXECUTIVE**                                          | ** ** | **CERIDIAN CORPORATION**        |
|--------------------------------------------------------|------------|---------------------------------|
| ** **                                             | ** ** | ** **                      |
| /s/ Perry Harlan  Cliburn                              |       | By:                             |   | /s/ Gary M. Nelson |
| Perry H. Cliburn                                       |       |                            |   | Gary M. Nelson |
| Title:   Executive  Vice President, and |       | Executive Vice President, Chief |
| Chief Technology Officer                               |       |                            |   | Administrative Officer, General |
|                                                   |       |                            |   | Counsel and Corporate Secretary |

 
| Address: |   |
|----------|--------|
|     |   |
|     |   |
|     |   |

 

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**Exhibit A**

**RELEASE**

I, Perry H.Cliburn, in consideration of the payments of $              subjectto appropriate withholding, which includes compensation to which I would not beotherwise entitled, do, except as specifically provided below, hereby fully andcompletely release and waive any and all claims, complaints, causes of actionor demands of whatever kind which I have or may have against CeridianCorporation, its predecessors, successors, subsidiaries and affiliates and allpast and present members of the Board of Directors, officers, employees andagents of those persons and companies (“Ceridian”) arising out of any actions,conduct, decisions, behavior or events occurring up to the date of my executionof this Release.

I understand andaccept that this Release specifically covers but is not limited to any and allclaims, complaints, causes of action or demands which I have or may haveagainst the above-referenced released parties relating in any way to the terms,conditions and circumstances of my employment up to the date of my signaturebelow, any form of employment discrimination prohibited under any state’s humanrights act, Title VII of the Federal Civil Rights Act of 1964 and the FederalAge Discrimination in Employment Act.  Ifurther understand that this Release extends to but is not limited to allclaims which I may have based on statutory or common law claims for negligenceor other breach of duty, wrongful discharge, breach of contract, breach of anyexpress or implied promise, misrepresentation, fraud, retaliation, breach ofpublic policy, infliction of emotional distress, defamation, promissoryestoppel, failure to pay wages or any other theory, whether legal or equitable.Notwithstanding the foregoing, I do not waivemy rights to (i) enforce the performance by Ceridian of its obligations underthe Executive Employment Agreement between myself and Ceridian (including,without limitation, the obligation to make the payments and provide thebenefits described in Article VII thereof if applicable), (ii) any pension orother employee benefits payable pursuant to the terms of the applicable plansof Ceridian or any affiliate, which benefits shall be paid or provided inaccordance with the terms of such plans or (iii) indemnification from Ceridian withrespect to my service with Ceridian, whether provided pursuant to Ceridian’sbylaws or otherwise.

Nothing containedherein, however, shall be construed to prohibit me from filing a charge withthe Equal Employment Opportunity Commission, but my release includes a releaseof my right to file a court action or to seek individual remedies or damages inany Equal Employment Opportunity Commission-filed court action, and my releaseof these rights shall apply with full force and effect to any proceedings arisingfrom or relating to such a charge.

I agree that myonly remedy for any dispute I have about the enforceability of this Releaseshall be to submit that dispute to final and binding arbitration in accordancewith the rules of the American Arbitration Association.  Ceridian and I agree that I must send writtennotice of any claim to Ceridian by certified mail, return receiptrequested.  Written notice to Ceridianshall be sent to its Secretary at 3311 East Old Shakopee Road, Minneapolis, MN55425-1640.

I understand thatI may rescind this Release if I do so in writing, delivered by certified mail,return receipt requested, to Office of the General Counsel, CeridianCorporation, 3311 East Old Shakopee Road, Minneapolis, MN 55425-1640, withinfifteen (15) calendar days of the date of my signature below.  Upon the expiration of fifteen (15) calendardays from the date indicated below, if I have not rescinded this Release, thenCeridian Corporation shall promptly deliver to me the above-referenced payment,subject to appropriate withholding, this Release being contingent upon paymentof that sum.

If sent by mail, therescission must be:

·              Postmarked within the 15calendar-day period;

·              Properly addressed to Ceridian;and

·              Sentby certified mail, return receipt requested.

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By my signaturebelow, I acknowledge that I fully understand and accept the terms of thisRelease, and I represent and agree that my signature is freely, voluntarily andknowingly given.  I have had 21 days inwhich to consider this agreement.  By mysignature below, I further acknowledge that I have been provided a fullopportunity to review and reflect on the terms of this Release and to seek theadvice of legal counsel of my choice, which advice I have been encouraged toobtain.

If I do not executethis Release within 30 days after I receive it, the offer Ceridian has made fora payment herein is null and void.

| Date:  |   |   |             |
|--------|--------|--------|------------------|
|   |   |   | Perry H. Cliburn |

 

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