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                                                                   EXHIBIT 10.12

                              CERIDIAN CORPORATION

                         EXECUTIVE EMPLOYMENT AGREEMENT

PARTIES

                              CERIDIAN CORPORATION
                           3311 EAST OLD SHAKOPEE ROAD
                        MINNEAPOLIS, MINNESOTA 55425-1640

                                       AND

                                 GARY M. NELSON
                                  ("EXECUTIVE")

DATE: JANUARY 29, 2002

RECITALS

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

B.    Ceridian desires reasonable protection of Ceridian's Confidential
      Information (as defined below).

C.    Ceridian desires assurance that Executive will not compete with Ceridian,
      engage in recruitment of Ceridian's employees or make disparaging
      statements about Ceridian after termination of employment, and Executive
      is willing to refrain from such competition, recruitment and
      disparagement.

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

E.    It is expressly recognized by the parties that Executive's acceptance of,
      and continuance in, Executive's position with Ceridian and agreement to be
      bound by the terms of this Agreement represents a substantial commitment
      to Ceridian in terms of Executive's personal and professional career and a
      foregoing of present and future career options by Executive, for all of
      which Ceridian receives substantial value.

F.    The parties recognize that a Change of Control (as defined below) may
      result in material alteration or diminishment of Executive's position and
      responsibilities and substantially frustrate the purpose of Executive's
      commitment to Ceridian and forbearance of career options.


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G.    The parties recognize that in light of the above-described commitment and
      forbearance of career options, it is essential that, for the benefit of
      Ceridian and its stockholders, provision be made for the possibility of a
      Change of Control Termination (as defined below) in order to enable
      Executive to accept and effectively continue in Executive's position in
      the face of inherently disruptive circumstances arising from the
      possibility of a Change of Control of Ceridian Corporation (as defined
      below), although no such change is now contemplated or foreseen.

H.    The parties wish to replace any and all employment and Change of Control
      agreements between Executive and Ceridian Corporation.

NOW, THEREFORE, in consideration of Executive's acceptance of and continuance in
Executive's employment for the term of this Agreement and the parties' agreement
to be bound by the terms contained herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

1.01  "BASE SALARY" shall mean regular cash compensation paid on a periodic
      basis exclusive of benefits, bonuses or incentive payments.

1.02  "BOARD" shall mean the Board of Directors of Parent Corporation.

1.03  "CERIDIAN" shall mean Ceridian Corporation, a Delaware corporation f/k/a
      New Ceridian Corporation, and, except for purposes of Section 7.01(b) and
      (h), and Section 9.02 of Article IX,

      (a)   any Subsidiary (as that term is defined in Section 1.07); and

      (b)   any successor in interest by way of consolidation, operation of law,
            merger or otherwise.

1.04  "CONFIDENTIAL INFORMATION" shall mean information or material of Ceridian
      which is not generally available to or used by others, or the utility or
      value of which is not generally known or recognized as standard practice,
      whether or not the underlying details are in the public domain, including:

      (a)   information or material relating to Ceridian and its business as
            conducted or anticipated to be conducted; business plans;
            operations; past, current or anticipated services, products or
            software; customers or prospective customers; relations with
            business partners or prospective business partners; or research,
            engineering, development, manufacturing, purchasing, accounting, or
            marketing activities;


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      (b)   information or material relating to Ceridian's inventions,
            improvements, discoveries, "know-how," technological developments,
            or unpublished writings or other works of authorship, or to the
            materials, apparatus, processes, formulae, plans or methods used in
            the development, manufacture or marketing of Ceridian's services,
            products or software;

      (c)   information on or material relating to Ceridian which when received
            is marked as "proprietary," "private," or "confidential;"

      (d)   trade secrets of Ceridian;

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

      (f)   any similar information of the type described above which Ceridian
            obtained from another 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, "Confidential Information" does not include
      any information which is properly published or in the public domain;
      provided, however, that information which is published by or with the aid
      of Executive outside the scope of employment or contrary to the
      requirements of this Agreement will not be considered to have been
      properly published, and therefore will not be in the public domain for
      purposes of this Agreement.

1.05  "DISABILITY" shall mean the inability of Executive to perform his duties
      under this Agreement because of illness or incapacity for a continuous
      period of six months.

1.06  "PARENT CORPORATION" shall mean Ceridian Corporation and, except for
      purposes of Article VIII and Section 9.02 of Article IX, any successor in
      interest by way of consolidation, operation of law, merger or otherwise.
      "Parent Corporation" shall not include any Subsidiary.

1.07  "SUBSIDIARY" shall mean: (a) any corporation at least a majority of whose
      securities having ordinary voting power for the election of directors
      (other than securities having such power only by reason of the occurrence
      of a contingency) is at the time owned by Parent Corporation and/or one or
      more Subsidiaries; and (b) any division or business unit (or portion
      thereof) of Parent Corporation or a corporation described in clause (a) of
      this Section 1.07.


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                                   ARTICLE II

                           EMPLOYMENT, DUTIES AND TERM

2.01  EMPLOYMENT. Upon the terms and conditions set forth in this Agreement,
      Ceridian hereby employs Executive, and Executive accepts such employment.

2.02  DUTIES. Executive shall devote his full-time and best efforts to Ceridian
      and to fulfilling the duties of his position which shall include 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. Executive shall comply with Ceridian's policies
      and procedures to the extent they are not inconsistent with this Agreement
      in which case the provisions of this Agreement prevail.

2.03  TERM. Subject to the provisions of Articles IV and VIII, this Agreement
      and Executive's employment shall continue until January 29, 2005 (the
      "Initial Term"). On each anniversary of the date of this Agreement, and
      subject to the provisions of Articles IV and VIII, this Agreement and
      Executive's employment shall be automatically extended for an additional
      one-year period. For purposes 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, all applicable
      Change of Control protections set forth herein (including, without
      limitation, those set forth in Article VII hereof) shall continue to apply
      for the 24-month period commencing on the date of the Change of Control.

                                   ARTICLE III

                            COMPENSATION AND EXPENSES

3.01  BASE SALARY. For all services rendered under this Agreement during the
      Term, Ceridian shall pay Executive a minimum 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 rate specified in the written offer of
      employment. If Executive's salary is increased from time to time during
      the term of this Agreement, the increased amount shall be the Base Salary
      for the remainder of the term.

3.02  BONUS AND INCENTIVE. Bonus or incentive compensation shall be at the sole
      discretion of Ceridian. Except as otherwise provided in Article VII,
      Ceridian shall have the right, in accordance with their terms, to alter,
      amend or eliminate any bonus or incentive plans, or Executive's
      participation therein, without compensation to Executive.

3.03  BUSINESS EXPENSES. Ceridian shall, consistent with its policies in effect
      from time to time, bear all ordinary and necessary business expenses
      incurred by Executive in performing his duties as an employee of Ceridian,
      provided that Executive accounts


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      promptly for such expenses to Ceridian in the manner prescribed from time
      to time by Ceridian.

                                   ARTICLE IV

                                EARLY TERMINATION

4.01  EARLY TERMINATION. This Article shall not apply to a Change of Control
      Termination which is governed solely by the provisions of Article VII, and
      does not alter the respective continuing obligations of the parties
      pursuant to Articles V, VI, and IX.

4.02  TERMINATION FOR CAUSE. Ceridian may terminate this Agreement and
      Executive's employment immediately for cause. For the purpose hereof
      "cause" means:

      (a)   fraud;

      (b)   misrepresentation;

      (c)   theft or embezzlement of Ceridian assets;

      (d)   intentional violations of law involving moral turpitude;

      (e)   failure to follow Ceridian's conduct and ethics policies; and/or

      (f)   the continued failure by Executive to attempt in good faith to
            perform his duties as reasonably assigned to Executive pursuant to
            Section 2.02 of Article II of this Agreement for a period of 60 days
            after a written demand for such performance which specifically
            identifies the manner in which it is alleged Executive has not
            attempted in good faith to perform such duties.

      In the event of termination for cause pursuant to this Section 4.02,
      Executive shall be paid at the usual rate of Executive's annual Base
      Salary through the date of termination specified in any written notice of
      termination.

4.03  TERMINATION WITHOUT CAUSE. Either Executive or Ceridian may terminate this
      Agreement and Executive's employment without cause on at least 75 days'
      written notice. In the event of termination of this Agreement and of
      Executive's employment pursuant to this Section 4.03, compensation shall
      be paid as follows:

      (a)   if the notice of termination is given by Executive, Executive shall
            be paid at the usual rate of his annual Base Salary through the 75
            day notice period;

      (b)   if the notice of termination is given by Ceridian, (1) Executive
            shall be paid at the usual rate of his annual Base Salary through
            the 75 day notice period, however, Ceridian shall have the option of
            making termination of the Agreement and


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            Executive's employment effective immediately upon notice in which
            case Executive shall be paid a lump sum representing the value of 75
            days worth of annual Base Salary; and (2) Executive shall receive,
            starting within 15 days after the end of the 75 day notice period,
            two years' Base Salary and annual perquisite cash adder payable, at
            the sole discretion of Ceridian, in either the form of a lump sum
            payment or on a regular payroll period basis. In addition, Executive
            shall receive the bonus, if any, to which Executive would otherwise
            have become entitled under all applicable Ceridian annual bonus
            plans in effect at the time of termination of this Agreement had
            Executive remained continuously employed for the full fiscal year in
            which termination occurred and continued to perform his duties in
            the same manner as they were performed immediately prior to
            termination, multiplied by a fraction, the numerator of which shall
            be the number of whole months Executive was employed in the year in
            which termination occurred and the denominator of which is 12. This
            bonus amount shall be paid within 15 days after the date such bonus
            would have been paid had Executive remained employed for the full
            fiscal year. In addition, Ceridian shall provide or make
            arrangements for reasonable outplacement services for Executive
            based on his level within Ceridian. The payment and provision of the
            severance payments and benefits provided for in this Section 4.03
            are conditioned upon Executive executing a release, similar to that
            attached as Exhibit A, of all claims against Ceridian.

4.04  TERMINATION IN THE EVENT OF DEATH OR DISABILITY. This Agreement shall
      terminate in the event of death or Disability of Executive.

      (a)   In the event of Executive's death, Ceridian shall pay an amount
            equal to 12 months of Base Salary and annual perquisite cash adder
            at the rate in effect at the time of Executive's death plus the
            amount Executive would have received in annual incentive plan bonus
            for the year in which the death occurs had "target" goals been
            achieved. Such amount shall be paid (1) to the beneficiary or
            beneficiaries designated in writing to Ceridian by Executive, (2) in
            the absence of such designation to the surviving spouse, or (3) if
            there is no surviving spouse, or such surviving spouse disclaims all
            or any part, then the full amount, or such disclaimed portion, shall
            be paid to the executor, administrator or other personal
            representative of Executive's estate. The amount shall be paid as a
            lump sum as soon as practicable following Ceridian's receipt of
            notice of Executive's death. All such payments shall be in addition
            to any payments due pursuant to Section 4.04(c) below.

      (b)   In the event of Executive's Disability, Base Salary shall be
            terminated as of the end of the month in which the last day of the
            six-month period of Executive's inability to perform his duties
            occurs.

      (c)   In the event of termination by reason of Executive's death or
            Disability, Ceridian shall pay to Executive any amount equal to (1)
            the amount Executive would have received in annual incentive plan
            bonus for the year in which termination occurs


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            had "target" goals been achieved, multiplied by (2) a fraction, the
            numerator of which shall be the number of whole months Executive was
            employed in the year in which the death or Disability occurred and
            the denominator of which is 12. The amount payable pursuant to this
            Section 4.04(c) shall be paid within 15 days after the date such
            bonus would have been paid had Executive remained employed for the
            full fiscal year.

4.05  RETIREMENT. Executive may terminate this Agreement and Executive's
      employment as a result of Executive decision to retire from Ceridian.
      Executive shall provide Ceridian with at least 75 days' written notice of
      the date upon which Executive intends to retire. Executive shall be paid
      at the usual rate of his annual Base Salary and annual perquisite cash
      adder through the date of retirement stipulated in the written notice.

4.06  ENTIRE TERMINATION PAYMENT. The compensation provided for in this Article
      IV for early termination of this Agreement and termination pursuant to
      this Article IV shall constitute Executive's sole remedy for such
      termination. Executive shall not be entitled to any other termination or
      severance payment which may be payable to Executive under any other
      agreement between Executive and Ceridian.

                                    ARTICLE V

                   CONFIDENTIALITY, DISCLOSURE AND ASSIGNMENT

5.01  CONFIDENTIALITY. Executive acknowledges that Ceridian has taken reasonable
      measures to preserve the secrecy of its Confidential Information.
      Executive will not, during the term or after the termination or expiration
      of this Agreement or his/her employment, publish, disclose, or utilize in
      any manner any Confidential Information obtained while employed by
      Ceridian. If Executive leaves the employ of Ceridian, Executive will not,
      without Ceridian's prior written consent, retain or take away any drawing,
      writing or other record in any form containing any Confidential
      Information.

5.02  BUSINESS CONDUCT AND ETHICS. During the term of employment with Ceridian,
      Executive will engage in no activity or employment which may conflict with
      the interest of Ceridian, and will comply with Ceridian's policies and
      guidelines pertaining to business conduct and ethics.

5.03  DISCLOSURE. Executive will disclose promptly in writing to Ceridian all
      inventions, discoveries, software, writings and other works of authorship
      which are conceived, made, discovered, or written jointly or singly on
      Ceridian time or on Executive's own time, providing the invention,
      improvement, discovery, software, writing or other work of authorship is
      capable of being used by Ceridian in the normal course of business, and
      all such inventions, improvements, discoveries, software, writings and
      other works of authorship shall belong solely to Ceridian.


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5.04  INSTRUMENTS OF ASSIGNMENT. Executive will sign and execute all instruments
      of assignment and other papers to evidence transfer of Executive's entire
      right, title and interest in such inventions, improvements, discoveries,
      software, writings or other works of authorship in Ceridian, at the
      request and the expense of Ceridian, and Executive will do all acts and
      sign all instruments of assignment and other papers Ceridian may
      reasonably request relating to applications for patents, patents,
      copyrights, and the enforcement and protection thereof. If Executive is
      needed, at any time, to give testimony, evidence, or opinions in any
      litigation or proceeding involving any patents or copyrights or
      applications for patents or 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, and if Executive leaves the employ
      of Ceridian, Ceridian shall pay Executive at a rate mutually agreeable to
      Executive and Ceridian, plus reasonable traveling or other expenses.

5.05  INVENTIONS DEVELOPED ON EXECUTIVE'S OWN TIME. The two immediately
      preceding sections entitled "Disclosure" and "Instruments of Assignment"
      do not apply to inventions in which a Ceridian claim of any rights will
      create a violation of Chapter 181 Minnesota Statutes, Section 181.78,
      reproduced below and constituting the written notification of its
      Subdivision 3.

      181.78 Agreements; terms relating to inventions

      Subdivision 1.

      Any provision in an employment agreement which provides that an employee
      shall assign or offer to assign any of the employee's rights in an
      invention to the employer shall not apply to an invention for which no
      equipment, supplies, facility or trade secret information of the employer
      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 or
      development, or (2) which does not result from any work performed by the
      employee for the employer. Any provision which purports to apply to such
      an invention is to that extent against the public policy of this state and
      is to that extent void and unenforceable.

      Subdivision 2.

      No employer shall require a provision made void and unenforceable by
      subdivision 1 as a condition of employment or continuing employment.

      Subdivision 3.

      IF AN EMPLOYMENT AGREEMENT ENTERED INTO AFTER AUGUST 1, 1977, CONTAINS A
      PROVISION REQUIRING THE EMPLOYEE TO ASSIGN OR OFFER TO ASSIGN ANY OF THE
      EMPLOYEE'S RIGHTS IN ANY INVENTION TO AN EMPLOYER, THE EMPLOYER MUST ALSO,
      AT THE TIME THE AGREEMENT IS


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      MADE, PROVIDE A WRITTEN NOTIFICATION TO THE EMPLOYEE THAT THE AGREEMENT
      DOES NOT APPLY TO AN INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY
      OR TRADE SECRET INFORMATION OF THE EMPLOYER 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 OR DEVELOPMENT, OR
      (2) WHICH DOES NOT RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE
      EMPLOYER.

5.06  EXECUTIVE'S DECLARATION. Executive has no inventions, data bases,
      improvements, discoveries, software, writings or other 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 and which are excluded
      from this Agreement.

5.07  SURVIVAL. The obligations of this Article V shall survive the expiration
      or termination of this Agreement and Executive's employment.

                                   ARTICLE VI

             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
      amounts of Confidential Information, (c) Ceridian's business is conducted
      on a worldwide basis, and (d) provision for non-competition,
      non-recruitment and non-disparagement obligations by Executive is critical
      to Ceridian's continued economic well-being and protection of Ceridian's
      Confidential Information. In light of these considerations, this Article
      VI sets forth the terms and conditions of Executive's obligations of
      non-competition, non-recruitment and non-disparagement subsequent to the
      termination of this Agreement and/or Executive's employment for any reason
      other than a Change of Control Termination. Section 6.02 and 6.03 of this
      Agreement shall be of no further force or effect upon a Change of Control
      Termination.

6.02  NON-COMPETITION.

      (a)   During the term of this Agreement, Executive will devote full time
            and energy to furthering Ceridian's business and will not pursue any
            other business activity without Ceridian's written consent. Unless
            the obligation is waived or limited by Ceridian in accordance with
            subsection (b) of this Section 6.02, Executive agrees that during
            his employment with Ceridian and for a period of two years following
            termination of employment for any reason other than a Change of
            Control Termination ("Non-Compete Period"), Executive will not
            directly or indirectly, alone or as a partner, officer, director,
            shareholder or employee of any other firm or entity, engage in any
            commercial activity in competition with any part of


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            Ceridian's business as conducted as of the date of such termination
            of employment or with any part of Ceridian's contemplated business
            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 the combined
            voting power of all issued and outstanding voting securities of a
            publicly held corporation whose stock is traded on a major stock
            exchange. Also for purposes of this subsection (a), "Ceridian's
            business" shall include business conducted by Ceridian or its
            affiliates and any partnership or joint venture in which Ceridian or
            its affiliates is a partner or joint venturer; provided that,
            "affiliate" as used in this sentence shall not include any
            corporation in which Ceridian has ownership of less than fifteen
            percent (15%) of the voting stock.

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

      (c)   During the Non-Compete Period, prior to accepting employment with or
            agreeing to provide consulting services to, any firm or entity which
            offers competitive products or services, Executive shall give 30
            days prior written notice to Ceridian. Such written notice shall
            describe the firm and the employment or consulting services to be
            rendered to the firm or entity, and shall include a copy of the
            written offer of employment or engagement of consulting services.
            Ceridian's failure to respond or object to such notice shall not in
            any way constitute acquiescence or waiver of Ceridian's rights under
            this Article VI.

      (d)   In the event Executive has provided notice to Ceridian pursuant to
            subsection (c) of this Section 6.02 and has not accepted employment
            with or agreed to provide consulting services to, any firm or entity
            directly as a result of his non-competition obligation pursuant to
            this Section 6.02, Ceridian shall pay Executive an amount equal to
            the usual rate of Executive's Base Salary in effect at the time of
            termination on a regular payroll period basis until the end of the
            Non-Compete Period. There shall be credited against Ceridian's
            obligation to make such payments any other payments made by Ceridian
            to Executive pursuant to Article IV of this Agreement. In the event
            that Ceridian elects, pursuant to subsection (b) of this Section
            6.02, to waive all or any portion of the non-competition obligation
            set forth in subsection (a) hereof, no payment shall be required by
            Ceridian with respect to the portion of the Non-Compete Period which
            has been waived.

      (e)   In the event Executive fails to provide notice to Ceridian pursuant
            to subsection (c) of this Section 6.02 and/or in anyway violates its
            non-competition obligation pursuant to Section 6.02, Ceridian may
            enforce all of its rights and remedies provided to it under this
            Agreement, in law and in equity, and Executive shall be deemed to
            have expressly waived any rights he may have had to payments under
            subsection (d) of this Section 6.02.


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6.03  NON-RECRUITMENT. During the term of employment and for a period of two
      years following termination of employment for any reason other than a
      Change of Control Termination, Executive will not directly or indirectly
      hire any of Ceridian's employees, or solicit any of Ceridian's employees
      for the purpose of hiring them or inducing them to leave their employment
      with Ceridian, nor will Executive own, manage, operate, join, control,
      consult with, participate in the ownership, management, operation or
      control of, be employed by, or be connected in any manner with any person
      or entity which engages in the conduct proscribed in this Section 6.03.
      This provision shall not preclude Executive from responding to a request
      (other than by Executive's employer) for a reference with respect to an
      individual's employment qualifications.

6.04  NON-DISPARAGEMENT. Executive will not, during the term or after the
      termination or expiration of this Agreement or Executive's employment,
      make disparaging statements, in any form, about Ceridian, its officers,
      directors, agents, employees, products or services which Executive knows,
      or has reason to believe, are false or misleading.

6.05  SURVIVAL AND ENFORCEABILITY. The obligations of this Article VI shall
      survive the expiration or termination of this Agreement and Executive's
      employment. Should any provision of this Article VI be held invalid or
      illegal, such illegality 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 illegal part or narrowed to permit its enforcement, and
      the rights and obligations of the parties shall be construed and enforced
      accordingly. In furtherance of and not in limitation of the foregoing,
      Executive expressly agrees that should the duration of or geographical
      extent of, or business activities covered by, any provision of this
      Article VI be in excess of that which is valid or enforceable under
      applicable law, then such provision shall be construed to cover only that
      duration, extent or activities that may validly be covered. Executive
      acknowledges the uncertainty of the law in this respect and expressly
      stipulates that this Article VI shall be construed in a manner that
      renders its provisions valid and enforceable to the maximum extent (not
      exceeding its express terms) possible under applicable law. This Article
      VI does not replace and is in addition to any other agreements Executive
      may have with Ceridian on the matters addressed herein.

                                  ARTICLE VII

                                CHANGE OF CONTROL

7.01  DEFINITIONS. For purposes of this Article VII, the following definitions
      shall be applied:

      (a)   "BENEFIT PLAN" means any formal or informal plan, program or other
            arrangement heretofore or hereafter adopted by Ceridian for the
            direct or indirect provision of compensation to Executive (including
            groups or classes of participants or beneficiaries of which
            Executive is a member), whether or not such compensation is
            deferred, is in the form of cash or other property or rights, or is
            in the form of a benefit to or for Executive.


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      (b)   "CHANGE OF CONTROL" shall mean the first of the following events to
            occur:

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

            (2)   the direct or indirect beneficial ownership (as defined in
                  Rule 13d-3 under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act") in the aggregate of securities of
                  Ceridian representing twenty percent (20%) or more of the
                  total combined voting power of Ceridian's then issued and
                  outstanding securities is acquired by any person or entity, or
                  group of associated persons or entities acting in concert;
                  provided, however, that for purposes hereof, the following
                  acquisitions shall not constitute a Change of Control: (A) any
                  acquisition by Ceridian or any of its subsidiaries, (B) any
                  acquisition directly from Ceridian or any of its subsidiaries,
                  (C) any acquisition by any employee benefit plan (or related
                  trust or fiduciary) sponsored or maintained by Ceridian or any
                  corporation controlled by Ceridian, (D) any acquisition by an
                  underwriter temporarily holding securities pursuant to an
                  offering of such securities, (E) any acquisition by a
                  corporation owned, directly or indirectly, by the stockholders
                  of Ceridian in substantially the same proportions as their
                  ownership of stock of Ceridian, (F) any acquisition in
                  connection with which, pursuant to Rule 13d-1 promulgated
                  pursuant to the Exchange Act, the individual, entity or group
                  is permitted to, and actually does, report its beneficial
                  ownership on Schedule 13G (or any successor Schedule);
                  provided that, if any such individual, entity or group
                  subsequently becomes required to or does report its beneficial
                  ownership on Schedule 13D (or any successor Schedule), then,
                  for purposes of this paragraph, such individual, entity or
                  group shall be deemed to have first acquired, on the first
                  date on which such individual, entity or group becomes
                  required to or does so report on Schedule 13D, beneficial
                  ownership of all of the voting securities of Ceridian
                  beneficially owned by it on such date, and (G) any acquisition
                  in connection with a merger or consolidation which, pursuant
                  to paragraph (1) above, does not constitute a Change of
                  Control; or

            (3)   there is consummated a transaction contemplated by an
                  agreement for the sale or disposition by Ceridian of all or
                  substantially all of Ceridian's assets, other than a sale or
                  disposition by Ceridian of all or substantially all of
                  Ceridian's assets to an entity, at least 60% of the combined
                  voting


                                       12
<PAGE>
                  power of the voting securities of which are owned by
                  stockholders of Ceridian in substantially the same proportions
                  as their ownership of Ceridian immediately prior to such sale;
                  or

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

            (5)   a change in the composition of the Board such that the
                  "Continuity Directors" cease for any reason to constitute at
                  least a majority of the Board. For purposes of this clause,
                  "Continuity Directors" means (A) those members of the Board
                  who were directors on the date hereof and (B) those members of
                  the Board (other than a director whose initial assumption of
                  office was in connection with an actual or threatened election
                  contest, including but not limited to a consent solicitation,
                  relating to the election of directors of Ceridian) who were
                  elected or appointed by, or on the nomination or
                  recommendation of, at least a two-thirds (2/3) majority of the
                  then-existing directors who either were directors on the date
                  hereof or were previously so elected or appointed; or

            (6)   such other event or transaction as the Board shall determine
                  constitutes a Change of Control.

      (c)   "CHANGE OF CONTROL COMPENSATION" means any payment or benefit
            (including any transfer of property) in the nature of compensation,
            to or for the benefit of Executive under this Agreement or any Other
            Agreement or Benefit Plan, which is considered to be contingent on a
            change in the ownership or effective control of Ceridian for
            purposes of Section 280G of the Code.

      (d)   "CHANGE OF CONTROL TERMINATION" means, with respect to Executive,
            either of the following events occurring on or within two years
            after a Change of Control:

            (1)   Termination of Executive's employment by Ceridian for any
                  reason other than (A) fraud, (B) theft or embezzlement of
                  Ceridian assets, (C) intentional violations of law involving
                  moral turpitude, or (D) failure to follow Ceridian's conduct
                  and ethics policies; or

            (2)   Termination of employment with Ceridian by Executive for Good
                  Reason.

            A Change of Control Termination by Executive shall not, however,
            include termination by reason of death or Disability. A termination
            of Executive's employment by Ceridian shall not constitute a
            termination described in clauses (A) through (D) of Section
            7.01(d)(1) unless (i) there has been delivered to Executive by the
            Board, at least 10 days prior to such termination, a written notice
            which specifically identifies conduct described in clauses (A), (B),
            (C) or (D) of Section 7.01(d)(1) in which the Board believes
            Executive has engaged and provides Executive an opportunity to cure
            such conduct and (ii) the Board has


                                       13
<PAGE>
            duly adopted (following the expiration of the aforementioned cure
            period) a resolution, by the affirmative vote of not less than
            two-thirds (2/3) of the entire membership of the Board at a meeting
            of the Board which was called and held for the purpose of
            considering such termination (after reasonable notice to the
            Executive and an opportunity for the Executive, together with the
            Executive's counsel, to be heard 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. For
            purposes of this Agreement, Executive's employment shall be deemed
            to have been terminated pursuant to a Change of Control Termination,
            if Executive's employment is terminated by Ceridian other than for
            the reasons described in clauses (A) through (D) of Section
            7.01(d)(1) during the pendency of a Potential Change of Control and
            Executive reasonably demonstrates that such termination was at the
            request or direction of a person or entity who has entered into an
            agreement, the consummation of which would result in a Change of
            Control, or is otherwise in connection with or in anticipation of a
            Change of Control (whether or not a Change of Control ever occurs).
            For purposes of this Agreement, in the event of a termination
            described in the preceding sentence, a Change of Control will be
            deemed to have occurred immediately prior to the termination of
            Executive's employment for purposes of this Agreement.

      (e)   "CODE" means the Internal Revenue Code of 1986, as amended. Any
            reference to a section of the Code shall include the corresponding
            section of such Code as from time to time amended.

      (f)   "GOOD REASON" means a good faith determination by Executive, in
            Executive's sole and absolute judgment, that any one or more of the
            following events has occurred, without Executive's express written
            consent on or after a Change of Control:

            (1)   A change in Executive's reporting responsibilities, titles or
                  offices as in effect immediately prior to the Change of
                  Control, or any removal of Executive from, or any failure to
                  re-elect Executive to, any of such positions, which has the
                  effect of materially diminishing Executive's responsibility or
                  authority (it being expressly understood that Executive shall
                  have Good Reason if he ceases to be an executive officer of a
                  publicly-held corporation);

            (2)   A reduction by Ceridian in Executive's Base Salary, bonus
                  opportunity or annual perquisite cash adder as in effect
                  immediately prior to the Change of Control or as the same may
                  be increased from time to time thereafter or any failure by
                  Ceridian to pay any portion of Executive's compensation when
                  due;

            (3)   Ceridian requiring Executive to be based anywhere other than
                  within 50 miles of Executive's job location at the time of the
                  Change of Control;


                                       14
<PAGE>
            (4)   Without replacement by plans, programs, or arrangements which,
                  taken as a whole, provide benefits to Executive at least
                  reasonably comparable to those discontinued or adversely
                  affected, (A) the failure by Ceridian to continue in effect,
                  any pension, bonus, incentive, stock ownership, purchase,
                  option, life insurance, health, accident, disability, or any
                  other employee compensation or benefit plan, program or
                  arrangement, in which Executive is participating immediately
                  prior to a Change of Control; or (B) the taking of any action
                  by Ceridian that would materially and adversely affect
                  Executive's participation or materially reduce Executive's
                  benefits under any of such plans, programs or arrangements;

            (5)   The failure by Ceridian to provide office space, furniture,
                  and secretarial support at least comparable to that provided
                  Executive immediately prior to the Change of Control or the
                  taking of any similar action by Ceridian that would materially
                  adversely affect the working conditions in or under which
                  Executive performs his employment duties;

            (6)   If Executive's primary employment duties are with a
                  Subsidiary, the sale, merger, contribution, transfer or any
                  other transaction in conjunction with which Parent
                  Corporation's ownership interest in such Subsidiary decreases
                  below the level specified in Section 1.07 of Article I unless
                  (A) this Agreement is assigned to the purchaser/transferee
                  with the provisions of Article VII in full force and effect
                  and operative as if a Change of Control has occurred with
                  respect to the purchaser/transferee as Parent Corporation
                  immediately after the purchase/transfer becomes effective, and
                  (B) such purchaser/transferee has a creditworthiness
                  reasonably equivalent to Parent Corporation's; or

            (7)   Any material breach of this Agreement by Ceridian.

            Executive's right to terminate employment for Good Reason shall not
            be affected by Executive's incapacity due to physical or mental
            illness. Executive's continued employment shall not constitute
            consent to, or a waiver of rights with respect to, any event
            constituting Good Reason hereunder.

      (g)   "OTHER AGREEMENTS" means any agreement, contract or understanding
            heretofore or hereafter entered into between Executive and Ceridian
            for the direct or indirect provision of compensation to Executive.

      (h)   "POTENTIAL CHANGE OF CONTROL" shall be deemed to have occurred if
            the event set forth in any one of the following subsections shall
            have occurred: (A) Ceridian enters into an agreement, the
            consummation of which would result in the occurrence of a Change of
            Control; (B) Ceridian or any person or entity publicly announces an
            intention to take or to consider taking actions which, if
            consummated, would constitute a Change of Control; (C) any person
            becomes the


                                       15
<PAGE>
            beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
            directly or indirectly, of securities of Ceridian representing 15%
            or more of either the then outstanding shares of common stock of
            Ceridian or the combined voting power of Ceridian's then outstanding
            securities; or (D) the Board adopts a resolution to the effect that,
            for purposes of this Agreement, a Potential Change of Control has
            occurred.

7.02  TERMINATION BY EXECUTIVE. The termination of Executive's employment as
      described in Section 7.01(d)(2) shall be accomplished by, and effective
      upon, Executive giving written notice to Ceridian of Executive's decision
      to terminate. Except as otherwise expressly provided in this Agreement,
      upon the exercise of said right, all obligations and duties of Executive
      under this Agreement shall be of no further force and effect.

7.03  CHANGE OF CONTROL TERMINATION PAYMENT.

      (a)   In the event of a Change of Control Termination, Ceridian shall,
            within five days of such termination, make a lump sum payment to
            Executive in an amount equal to three times the sum of (a) 12 months
            of Base Salary at the rate in effect at the time of Executive's
            termination (without giving effect to any reduction in Base Salary
            constituting Good Reason), (b) the bonus, if any, that Executive
            would have earned under all applicable Ceridian bonus plans for the
            year in which the termination occurs had "superior" goals been
            achieved (without giving effect to any reduction in bonus
            opportunity constituting Good Reason), (c) the annual perquisite
            cash adder Executive would have received in the year in which the
            termination occurs (without giving effect to any reduction in the
            annual perquisite cash adder constituting Good Reason), and (d) the
            highest annual aggregate amount of basic and performance matching
            contributions made by Ceridian on behalf of Executive into the
            Ceridian Corporation Savings and Investment Plan ("401(k) Plan")
            over the last three fiscal years prior to termination of Executive.
            Ceridian shall also pay to Executive, within five days of such
            termination, a prorated portion of Executive's bonus compensation
            for the fiscal year in which the Change of Control Termination
            occurs (assuming that any applicable performance objectives were
            achieved at the "target" level of performance and without giving
            effect to any reduction in bonus opportunity constituting Good
            Reason) calculated by multiplying (A) the maximum achievable amount
            of such bonus compensation by (B) a fraction, the numerator of which
            is the number of days in the applicable fiscal year through the date
            of termination and the denominator of which is 365.

      (b)   Neither the payments made to Executive pursuant to this Section 7.03
            nor any other compensation to be provided to Executive by Ceridian
            pursuant to this Agreement or any Other Agreement or Benefit Plan
            which may be considered Change of Control Compensation shall be
            subject to any limitation on Change of Control Compensation which
            may otherwise be expressed in any such Other Agreement or Benefit
            Plan.


                                       16
<PAGE>
      (c)   Following a Change of Control Termination, Ceridian shall provide
            Executive with outplacement services suitable to the Executive's
            position for a period of three years or, if earlier, until the first
            acceptance by the Executive of an offer of employment. Following a
            Change of Control Termination, Ceridian shall reimburse Executive
            for all customary relocation expenses incurred by Executive in one
            move out of Executive's state of residence within the one year
            period following such Change of Control Termination.

      (d)   In the event of a Change of Control Termination, all outstanding
            Ceridian options and other equity awards held by Executive shall
            become fully vested and exercisable and, if applicable, free from
            all restrictions.

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

7.04  TAX REIMBURSEMENT.

      (a)   Anything in this Agreement to the contrary notwithstanding, in the
            event it shall be determined that any payments or distributions by
            Ceridian, any person or entity whose actions result in a Change of
            Control or any person or entity affiliated with the Company or such
            person or entity, to or for the benefit of Executive (whether paid
            or payable or distributed or distributable pursuant to the terms of
            this Agreement or otherwise, but determined without regard to any
            payments required under this Section 7.04) (collectively, the
            "Payments") would be subject to the excise tax imposed by Section
            4999 of the Code or any interest or penalties are incurred by
            Executive with respect to such excise tax (such excise tax, together
            with any such interest and penalties, are hereinafter collectively
            referred to as the "Excise Tax"), then Executive shall be entitled
            to receive an additional payment (a "Gross-Up Payment") in an amount
            such that, after payment by Executive of all taxes (and any interest
            or penalties imposed with respect to such taxes), including any
            income taxes and Excise Tax imposed upon the Gross-Up Payment,
            Executive retains an amount of the Gross-Up Payment equal to the
            Excise Tax imposed upon the Payments.

      (b)   Subject to the provisions of Section 7.04(d), all determinations
            required to be made under this Section 7.04, including whether and
            when a Gross-Up Payment is required and the amount such Gross-Up
            Payment and the assumptions to be utilized in arriving at such
            determination, shall be made by Ceridian's external auditors (the
            "Accounting Firm"), which shall provide detailed supporting
            calculations both to Ceridian and Executive within 15 business days
            of the receipt of notice from Executive that there has been a
            Payment, or such earlier time as is requested by Ceridian. In the
            event that the Accounting Firm is serving as accountant or auditor
            for the individual, entity or group effecting the Change of Control,
            Executive shall appoint another nationally recognized accounting
            firm to make the determinations required hereunder (which accounting
            firm shall then be


                                       17
<PAGE>
            referred to as the "Accounting Firm" hereunder). All fees and
            expenses of the Accounting Firm shall be borne solely by Ceridian.
            Any Gross-Up Payment, as determined pursuant to this Section 7.04,
            shall be paid by Ceridian to Executive within five days of the
            receipt of the Accounting Firm's determination. Any determination by
            the Accounting Firm shall be binding upon Ceridian and Executive.

      (c)   As a result of uncertainty in the application of Section 4999 of the
            Code at the time of the initial determination by the Accounting Firm
            hereunder, it is possible that Gross-Up Payments which should have
            been made by Ceridian will not have been made ("Underpayment"),
            consistent with the calculations required to be made hereunder. In
            the event that Ceridian exhausts its remedies pursuant to Section
            7.04(d) and Executive thereafter is required to make a payment of
            any additional Excise Tax, the Accounting Firm shall determine the
            amount of the Underpayment that has occurred and any such
            Underpayment shall be promptly paid by Ceridian to or for the
            benefit of Executive.

      (d)   Executive shall notify Ceridian in writing of any claim by the
            Internal Revenue Service or any other taxing authority that, if
            successful, would require the payment by Ceridian of any Gross-Up
            Payment. Such notification shall be given as soon as practicable but
            no later than ten business days after Executive knows of such claim
            and shall apprise Ceridian of the nature of such claim and the date
            on which such claim is requested to be paid. Executive shall not pay
            such claim prior to the expiration of the thirty-day period
            following the date on which it gives such notice to Ceridian (or
            such shorter period ending on the date that any payment of taxes
            with respect to such claim is due). If Ceridian notifies Executive
            in writing prior to the expiration of such period that it desires to
            contest such claim, Executive shall:

                        (i)   give Ceridian any information reasonably requested
                              by Ceridian relating to such claim;

                        (ii)  take such action in connection with contesting
                              such claim as Ceridian shall reasonably request in
                              writing from time to time, including accepting
                              legal representation with respect to such claim by
                              an attorney reasonably selected by Ceridian;

                        (iii) cooperate with Ceridian in good faith in order to
                              effectively contest such claim; and

                        (iv)  permit Ceridian to participate in any proceedings
                              relating to such claim;

            provided, however, that Ceridian shall bear and pay directly all
            costs and expenses (including additional interest and penalties)
            incurred in connection with


                                       18
<PAGE>
            such contest and shall indemnify and hold Executive harmless, on an
            after-tax basis, for any Excise Tax or income tax (including
            interest and penalties with respect thereto) imposed as a result of
            such representation and payment of costs and expenses. Without
            limitation on the foregoing provisions of this Section 7.04(d),
            Ceridian shall control all proceedings taken in connection with such
            contest and, at its sole option, may pursue or forego any and all
            administrative appeals, proceedings, hearings and conferences with
            the taxing authority in respect of such claim and may, at its sole
            option, either direct Executive to pay the tax claimed and sue for a
            refund or contest the claim in any permissible manner, and Executive
            agrees to prosecute such contest to a determination before any
            administrative tribunal, in a court of initial jurisdiction and in
            one or more appellate courts, as Ceridian shall determine; provided
            further, however, that if Ceridian directs Executive to pay such
            claim and sue for a refund, Ceridian shall advance the amount of
            such payment to Executive on an interest-free basis and shall
            indemnify and hold Executive harmless, on an after-tax basis, from
            any Excise Tax or income tax (including interest or penalties with
            respect thereto) imposed with respect to such advance or with
            respect to any imputed income with respect to such advance; and
            provided further that any extension of the statute of limitations
            relating to payment of taxes for the taxable year of Executive with
            respect to which such contested amount is claimed to be due is
            limited solely to such contested amount. Furthermore, Ceridian's
            control of the contest shall be limited to issues with respect to
            which a Gross-Up Payment would be payable hereunder and Executive
            shall be entitled to settle or contest, as the case may be, any
            other issue raised by the Internal Revenue Service or any other
            taxing authority.

      (e)   If, after the receipt by Executive of an amount advanced by Ceridian
            pursuant to Section 7.04(d), Executive becomes entitled to receive
            any refund with respect to such claim, Executive shall (subject to
            Ceridian's complying with the requirements of Section 7.04(d))
            promptly pay to Ceridian the amount of such refund (together with
            any interest paid or credited thereon after taxes applicable
            thereto). If, after the receipt by Executive of an amount advanced
            by Ceridian pursuant to Section 7.04(d), a determination is made
            that Executive shall not be entitled to any refund with respect to
            such claim and Ceridian does not notify Executive in writing of its
            intent to contest such denial of refund prior to the expiration of
            thirty days after such determination, then such advance shall be
            forgiven and shall not be required to be repaid and the amount of
            such advance shall offset, to the extent thereof, the amount of
            Gross-Up Payment required to be paid.

7.05  INTEREST. In the event Ceridian does not make timely payment in full of
      the Change of Control Termination Payment described in Section 7.03,
      Executive shall be entitled to receive interest on any unpaid amount at
      the lower of: (a) the prime rate of interest (or such comparable index as
      may be adopted) established from time to time by the Bank of America
      National Trust and Savings Association, New York, New York or its
      successor


                                       19
<PAGE>
      in interest; or (b) the maximum rate permitted under Section 280G(d)(4) of
      the Internal Revenue Code.

7.06  ATTORNEYS' FEES. In the event Executive incurs any legal expense to
      enforce or defend his rights under this Article 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 payments shall be made within five (5) business days after
      delivery of Executive's written requests for payment accompanied with such
      evidence of fees and expenses incurred as Ceridian reasonably may require.

7.07  BENEFITS CONTINUATION. In the event of a Change of Control Termination,
      Executive shall, until age 65, be entitled to receive from Ceridian
      health, dental, accidental death and dismemberment, and life insurance
      coverage substantially equivalent to the coverage Executive had on the day
      immediately prior to the Change of Control, including any coverage then in
      effect for Executive's spouse, domestic partner or dependents. Executive
      shall be required to pay no more for the above mentioned benefits than the
      amount Executive would have been required to pay had Executive continued
      to be an active employee of Ceridian. If continuation of any of such
      coverage is made available to employees terminating at age 55 with 15 or
      more years of service, Executive shall be required to pay no more for
      continuation than is required of such employees on the day immediately
      prior to the Change of Control. If the provision of any such coverage to
      Executive causes inclusion of any amount in Executive's gross income that
      would not have been so included had Executive received such coverage as an
      active employee, Ceridian shall pay Executive the amount necessary to
      wholly offset the federal and state income taxes attributable to such
      amount and the tax reimbursement amounts paid pursuant to this sentence.

7.08  MITIGATION; OFFSET. Following a Change of Control Termination, Executive
      is not required to seek other employment or to attempt in any way to
      reduce any amounts payable to the Executive by pursuant to this Article
      VII. The amount of any payment or benefit provided for in this Agreement
      shall not be reduced by any compensation earned by Executive as the result
      of employment by another employer, by retirement benefits, by offset
      against any amount claimed to be owed by Executive to Parent Corporation,
      any Subsidiary or otherwise.

                                  ARTICLE VIII

                           CHANGE OF SUBSIDIARY STATUS

In the event that, prior to a Change of Control: (a) a Subsidiary is sold,
merged, contributed, or in any other manner transferred, or if for any reason
Parent Corporation's ownership interest in any such Subsidiary falls below the
level specified in Section 1.07, (b) Executive's primary employment duties are
with the Subsidiary at the time of the occurrence of such event, and (c)
Executive does not, in conjunction therewith, transfer employment directly to
Parent Corporation or another Subsidiary, then:


                                       20
<PAGE>
      (1)   If Executive gives his written consent to the assignment of this
            Agreement to such Subsidiary, or to the purchaser or new majority
            interest holder of such Subsidiary, (and such assignment is
            accepted) this Agreement shall remain in full force and effect
            between Executive and the assignee, except that the provisions of
            Article VII of this Agreement shall become null and void;

      (2)   If such assignment is not accepted by the Subsidiary or purchaser,
            then this Agreement shall be deemed to have been terminated by
            Ceridian without cause pursuant to Section 4.03 of Article IV; and

      (3)   In all other cases, this Agreement shall be deemed terminated for
            cause pursuant to Section 4.02 of Article IV.

                                   ARTICLE IX

                               GENERAL PROVISIONS

9.01  NO ADEQUATE REMEDY. The parties declare that it is impossible to measure
      in money the damages which will accrue to either party by reason of a
      failure to perform any of the obligations under this Agreement and
      therefore injunctive relief is appropriate. Therefore, if either party
      shall institute any action or proceeding to enforce the provisions hereof,
      such party against whom such action or proceeding is brought hereby waives
      the claim or defense that such party has an adequate remedy at law, and
      such party shall not urge in any such action or proceeding the claim or
      defense that such party has an adequate remedy at law.

9.02  SUCCESSORS AND ASSIGNS. Except as otherwise provided in Article VIII, this
      Agreement shall be binding upon and inure to the benefit of the successors
      and assigns of Parent Corporation and each Subsidiary, whether by way of
      merger, consolidation, operation of law, assignment, purchase or other
      acquisition of substantially all of the assets or business of Ceridian,
      and any such successor or assign shall absolutely and unconditionally
      assume all of Ceridian's obligations hereunder.

9.03  NOTICES. All notices, requests and demands given to or made pursuant
      hereto shall, except as otherwise specified herein, be in writing and be
      delivered or mailed to any such party at its address:

      (a)   Ceridian Corporation
            3311 East Old Shakopee Road
            Minneapolis, Minnesota 55425-1640
            Attention: Office of General Counsel

      (b)   In the case of Executive shall be:


                                       21
<PAGE>
            At the address listed 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 on the
            registered date or that stamped on the certified mail receipt, and
            shall be deemed received within the second business day thereafter
            or when it is actually received, whichever is sooner.

9.04  CAPTIONS. The various headings or captions in this Agreement are for
      convenience only and shall not affect the meaning or interpretation of
      this Agreement.

9.05  GOVERNING LAW. The validity, construction and performance of this
      Agreement shall be governed by the laws of the State of Minnesota and any
      and every legal proceeding arising out of or in connection with this
      Agreement shall be brought in the appropriate courts of the State of
      Minnesota, each of the parties hereby consenting to the exclusive
      jurisdiction of said courts for this purpose. The parties hereto expressly
      recognize and agree that the implementation of this Governing Law
      provision is essential in light of the fact that Parent Corporation's
      corporate headquarters and its principal executive offices are located
      within the State of Minnesota, and there is a critical need for uniformity
      in the interpretation and enforcement of the employment agreements between
      Ceridian and its senior executives.

9.06  CONSTRUCTION. Wherever possible, each provision of this Agreement shall be
      interpreted in such manner as to be effective and valid under applicable
      law, but if any provision of this Agreement shall be prohibited by or
      invalid under applicable law, such provision shall be ineffective only to
      the extent of such prohibition or invalidity without invalidating the
      remainder of such provision or the remaining provisions of this Agreement.

9.07  WAIVERS. No failure on the part of either party to exercise, and no delay
      in exercising, any right or remedy hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right or remedy
      hereunder preclude any other or further exercise thereof or the exercise
      of any other right or remedy granted hereby or by any related document or
      by law.

9.08  MODIFICATION. Any changes or amendments to this Agreement must be in
      writing and signed by both parties.

9.09  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
      understanding between the parties hereto in reference to all the matters
      herein agreed upon. This Agreement replaces in full all prior employment
      or Change of Control agreements or understandings of the parties hereto
      with respect to such subject matter, and any and all such prior agreements
      or understandings are hereby rescinded by mutual agreement.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


                                       22
<PAGE>
IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

EXECUTIVE                                         CERIDIAN CORPORATION


/s/ Gary M. Nelson                                By:    /s/ Shirley J. Hughes
------------------------------                           ---------------------
Gary M. Nelson                                    Title: Sr. Vice President,
                                                         Human Resources

Address:

------------------------------

------------------------------

------------------------------


                                       23
<PAGE>
                                                                       EXHIBIT A

                                     RELEASE

      I, Gary M. Nelson, in consideration of the payments of $_________ subject
to appropriate withholding, which includes compensation to which I would not be
otherwise entitled, do, except as specifically provided below, hereby fully and
completely release and waive any and all claims, complaints, causes of action or
demands of whatever kind which I have or may have against Ceridian Corporation,
its predecessors, successors, subsidiaries and affiliates and all past and
present members of the Board of Directors, officers, employees and agents of
those persons and companies ("Ceridian") arising out of any actions, conduct,
decisions, behavior or events occurring up to the date of my execution of this
Release.

      I understand and accept that this Release specifically covers but is not
limited to any and all claims, complaints, causes of action or demands which I
have or may have against the above-referenced released parties relating in any
way to the terms, conditions and circumstances of my employment up to the date
of my signature below, any form of employment discrimination prohibited under
any state's human rights act, Title VII of the Federal Civil Rights Act of 1964
and the Federal Age Discrimination in Employment Act. I further understand that
this Release extends to but is not limited to all claims which I may have based
on statutory or common law claims for negligence or other breach of duty,
wrongful discharge, breach of contract, breach of any express or implied
promise, misrepresentation, fraud, retaliation, breach of public policy,
infliction of emotional distress, defamation, promissory estoppel, failure to
pay wages or any other theory, whether legal or equitable. Notwithstanding the
foregoing, I do not waive my rights to (i) enforce the performance by Ceridian
of its obligations under the Executive Employment Agreement between myself and
Ceridian (including, without limitation, the obligation to make the payments and
provide the benefits described in Article VII thereof if applicable), (ii) any
pension or other employee benefits payable pursuant to the terms of the
applicable plans of Ceridian or any affiliate, which benefits shall be paid or
provided in accordance with the terms of such plans or (iii) indemnification
from Ceridian with respect to my service with Ceridian, whether provided
pursuant to Ceridian's bylaws or otherwise.

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

      I agree that my only remedy for any dispute I have about the
enforceability of this Release shall be to submit that dispute to final and
binding arbitration in accordance with the rules of the American Arbitration
Association. Ceridian and I agree that I must send written notice of any claim
to Ceridian by certified mail, return receipt requested. Written notice to
Ceridian shall be sent to its Secretary at 3311 East Old Shakopee Road,
Minneapolis, MN 55425-1640.

      I understand that I may rescind this Release if I do so in writing,
delivered by certified mail, return receipt requested, to Office of the General
Counsel, Ceridian Corporation, 3311 East


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<PAGE>
Old Shakopee Road, Minneapolis, MN 55425-1640, within fifteen (15) calendar days
of the date of my signature below. Upon the expiration of fifteen (15) calendar
days from the date indicated below, if I have not rescinded this Release, then
Ceridian Corporation shall promptly deliver to me the above-referenced payment,
subject to appropriate withholding, this Release being contingent upon payment
of that sum.

If sent by mail, the rescission must be:

      -     Postmarked within the 15 calendar-day period;

      -     Properly addressed to Ceridian; and

      -     Sent by certified mail, return receipt requested.

            By my signature below, I acknowledge that I fully understand and
accept the terms of this Release, and I represent and agree that my signature is
freely, voluntarily and knowingly given. I have had 21 days in which to consider
this agreement. By my signature below, I further acknowledge that I have been
provided a full opportunity to review and reflect on the terms of this Release
and to seek the advice of legal counsel of my choice, which advice I have been
encouraged to obtain.

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


Date:
     -----------------------------             ---------------------------------
                                               Gary M. Nelson


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