EXHIBIT 10.1


 


CERIDIAN CORPORATION


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


PARTIES


 


Ceridian Corporation


3311 East Old Shakopee Road


Minneapolis, Minnesota 55425-1640


 


and


 


Douglas C. Neve


(“Executive”)


 


Date:      March 14, 2005


 


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.


 


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;


 


(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,


 


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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 or her 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 or her position which shall include such duties as
may from time to time be assigned him or her 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 March 14, 2008 (the “Initial Term”).  On each anniversary of the 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 or her duties as an employee of Ceridian, provided that
Executive 


 


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accounts 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 or her 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 or her 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 or her
annual Base Salary through the 75 day notice period, however, Ceridian shall
have the option of making termination of the


 


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Agreement and 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 or her
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 or her 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 or her 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


 


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termination occurs 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                        Long Term Care Insurance. 
Ceridian provides Executive and, if applicable, Executive’s spouse with
insurance coverage related to the payment of certain nursing home and home
health care expenses (the “Long Term Care Policy”).  Ceridian shall continue to pay any remaining
premiums under the Long Term Care Policy for Executive and, if applicable,
Executive’s spouse in the event of (a) Executive’s retirement, (b) Executive’s
termination without cause by Ceridian or (c) a Change of Control
Termination.  If Executive’s termination
of employment is as a result of Executive’s death and Executive has a spouse
with a Long Term Care Policy, then Ceridian shall continue to pay any remaining
premiums under the Long Term Care Policy for Executive’s spouse.  For purposes of this Section 4.06, “continuous
service” shall have the meaning set forth in the Ceridian Corporation
Retirement Plan, regardless of whether or not Executive is eligible to
participate in this pension plan.


 


4.07                        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.


 


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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.


 


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


 


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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 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


 


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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 or her 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 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 or her 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


 


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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.


 


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


 


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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.


 


(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


 


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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 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.


 


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(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 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.


 


14





















 


(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;


 


(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 or her 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


 


15





















 


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
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 (i) 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), (ii) 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


 


16





















 


(without giving effect to
any reduction in bonus opportunity constituting Good Reason), (iii) 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), (iv) 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, and (v) the highest annual aggregate amount of 401(k) Restoration
Match (as defined in the Ceridian Corporation Deferred Compensation Plan (“DCP”))
and Supplemental Matching Credit (as defined in the DCP) made by Ceridian on
behalf of Executive into the DCP 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.


 


(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.]


 


17





















 


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 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


 


18





















 


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 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


 


19





















 


(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 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 or her
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


 


20





















 


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:


 


(1)                                  If Executive gives his or her 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.


 


21





















 


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:


 


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


 


22





















 


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]


 


23





















 


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/ Douglas C. Neve

  	
   

  	
  By:

  	
  /s/ Gary M. Nelson

  	
   

  
	
  Douglas C. Neve

  	
   

  	
  Gary M. Nelson

  
	
  Title: Executive Vice
  President and

  Chief Financial Officer

  	
   

  	
  Executive Vice President, Chief

  Administrative Officer, General

  Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


24





















 


Exhibit A


 


RELEASE


 


I, Douglas C. Neve, 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.


 


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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 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:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Douglas C. Neve

  



 


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