EXHIBIT
10.04


CERIDIAN
CORPORATION


EXECUTIVE
EMPLOYMENT AGREEMENT


PARTIES


Ceridian
Corporation


3311 East
Old Shakopee Road


Minneapolis,
Minnesota 55425-1640


and


Perry H. Cliburn


(“Executive”)


Date:             December 14, 2006


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.


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.



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


1.02                        “Base
Salary” shall mean regular cash compensation paid on a periodic basis
exclusive of benefits, bonuses or incentive payments.


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


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


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


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


1.07                        “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, 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



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(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.


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


1.09                        “Good Reason” means any one
or more of the following events which shall occur without Executive’s express
written consent:


(a)                                  A change in Executive’s reporting
responsibilities, titles or office, 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, excluding
for this purpose an isolated, insubstantial or inadvertent action not taken in
bad faith and which is remedied by Ceridian promptly after receipt of written
notice thereof given by Executive and excluding any diminution attributable to
a sale, spin off, reverse spin off or similar disposition of any Subsidiary of
Ceridian.


(b)                                 A reduction by Ceridian in Executive’s Base
Salary or bonus opportunity 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, other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith and which is remedied by Ceridian promptly after receipt
of written notice thereof given by Executive;


(c)                                  Ceridian requiring Executive to be based anywhere
other than within 50 miles of Executive’s job location as of the Commencement
Date;


(d)                                 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 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; 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;


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


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



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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.


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


1.11                        “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
1.11.


1.12                        “Termination
of Executive’s Employment” means (i) Executive has severed her
employment relationship with Ceridian and all Affiliates provided such
termination constitutes a “separation from service” under Section 409A of the
Code, or (ii) Executive experiences a change in employment status with Ceridian
and its Affiliates that constitutes a “separation from service” under Section
409A of the Code.


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 December
14, 2009 (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



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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                        Benefit
Plans.  Executive shall be
entitled to participate in the employee health and welfare, retirement and
other employee benefits programs offered generally from time to time by
Ceridian to its executive employees, to the extent that Executive’s position,
tenure, salary, and other qualifications make Executive eligible to participate.


3.04                        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 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 and VI.


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.


A Termination of Executive’s Employment by Ceridian
shall not constitute a termination for Cause 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) through (f) in which the Board believes Executive has engaged
and (ii) the Board has duly adopted 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 Executive and an opportunity for
the Executive, together with the Executive’s counsel, to be heard before the
Board) finding



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that, in the good faith opinion of the Board, the
Executive was guilty of conduct described in clauses (a), (b), (c), (d), (e) or
(f), and specifying the particulars thereof in detail.  In the event of termination for 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; Termination for Good Reason.  Ceridian may terminate this Agreement and
Executive’s employment without Cause on at least 30 days’ written notice.  Executive may terminate this Agreement and
Executive’s employment with or without Good Reason on at least 30 days’ written
notice.  In the event of Termination 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 Ceridian without Cause or by Executive
for Good Reason, Executive shall be paid at the usual rate of her annual Base
Salary through the 30 day notice period (provided, however, that Ceridian shall
have the option of making termination of the Agreement and Termination of
Executive’s Employment effective immediately upon notice in which case
Executive shall be paid a lump sum representing the value of 30 days worth of
salary), and Executive shall become entitled to the following severance
benefits:


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


(2)                                  a
prorated portion of Executive’s bonus compensation, if any, to which Executive
would have otherwise become entitled for the fiscal year in which the
Termination of Employment occurs had Executive remained continuously employed
for the full fiscal year, calculated by multiplying such bonus compensation by
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
(without giving effect to any reduction in bonus opportunity constituting Good
Reason);


(3)                                  reasonable
executive-level outplacement services, not to exceed $20,000, for a period of
up to 24 months (or if earlier, until the first acceptance by Executive of an
offer of employment), to be provided through Executive’s preferred provider of
such services; and


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


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


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



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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 a lump sum cash payment
equal to one year of Executive’s then-current Base Salary as soon as
practicable following Ceridian’s receipt of notice of Executive’s death.  Such amount shall be paid (i) to the
beneficiary or beneficiaries designated in writing to Ceridian by Executive,
(ii) in the absence of such designation to the surviving spouse, or
(iii) if there is no surviving spouse, or such surviving spouse 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.


(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, despite Ceridian’s efforts to reasonably
accommodate, occurs.


(c)                                  In
the event of termination by reason of Executive’s death or Disability, in
addition to the death or Disability benefits provided in Section 4.04(a) and
Section 4.04(b), Ceridian shall pay to Executive a prorated bonus equal to (i)
the amount Executive would have received in annual incentive plan bonus for the
year in which termination occurs had “target” goals been achieved, multiplied
by (ii) a fraction, the numerator of which is the number of days in the
applicable fiscal year through the date of termination and the denominator or
which is 365.  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 30 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.


4.07                        Termination On Account of Change
in Status of Affiliate.  In the event that, prior to a Change of Control or a termination for
Cause under Section 4.02, Executive incurs a termination of employment as
defined under Section 4.01 solely on account of being primarily employed by an
entity that ceases to be an Affiliate, then:


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


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



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ARTICLE V


CONFIDENTIALITY,
DISCLOSURE AND ASSIGNMENT


5.01                        Confidentiality.  Executive acknowledges that Ceridian 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.


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



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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 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 or
her employment with Ceridian and for a



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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.


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



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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 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



 11
 









(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.


Notwithstanding any
provision in this Section 7.01(b) to the contrary, a Change of Control shall
not include a sale, spin off, reverse spin off or similar disposition of any
Subsidiary of Ceridian, unless or until the Board shall determine that such
disposition 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, any of the following events:


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


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


(3)                                  A Termination of Executive’s Employment 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



 12
 









occurred
immediately prior to the Termination of Executive’s Employment for purposes of
this Agreement.


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 (ii) the Board has duly adopted 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.


(e)                                  “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.


(f)                                    “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 (1), (2) and (3) below:


(1)                                  one
year 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);


(2)                                  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);


(3)                                  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.



 13
 









(b)                                 In
the event of a Change of Control Termination, Ceridian shall also pay to
Executive, along with the lump sum severance payment described in Section
7.03(a), 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.


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


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


(e)                                  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.


(f)                                    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                        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.


7.05                        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.


7.06                        Benefits
Continuation.  In the event of a
Change of Control Termination, Executive shall, until age 65, be entitled to
receive from Ceridian medical and dental insurance coverage substantially
equivalent to the coverage Executive had on the day immediately prior to the
Change of Control, including coverage then in effect for Executive’s spouse and
dependents.  During any continuation
period required under the Consolidated Omnibus Budget Reconciliation Act of
1986 (“COBRA”), Ceridian shall continue to provide medical and dental coverage
under one or more of Ceridian’s group medical and dental plans as if Executive
were still employed, and Executive shall be required to pay no more for such
insurance coverage



 14
 









than Executive would be required to pay had Executive
continued in active employment with Ceridian. 
From the expiration of the COBRA period until Executive’s attainment of
age 65, Ceridian shall use its reasonable best efforts to continue group
coverage on the same terms; provided, however, that if Ceridian determines that
such continued coverage under its group medical and dental plans after the
COBRA period would jeopardize the tax-qualified status of such plans or cause
Executive to incur penalty tax under Section 409A of the Code, Ceridian shall
have the right to: (i) require Executive to reimburse Ceridian for such amounts
as may be necessary to preserve group coverage without jeopardizing
tax-qualified status or triggering penalty taxes, or (ii) discontinue such
coverage and use its best reasonable efforts to obtain for Executive, his
spouse and his dependants comparable individual coverage at comparable rates.  Ceridian shall reimburse Executive for the
cost of such individual insurance coverage up to the amount Ceridian would be
required to pay under Ceridian’s group plans had Executive continued in active
employment with Ceridian, and Executive shall be responsible for all additional
costs, if any.


7.07                        Mitigation; Offset.  Following a Change of Control Termination,
Executive is not required to seek other employment or to attempt in any way 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.


7.08                        Six-Month Suspension For Specified Key
Employee.  If, upon a Change of
Control Termination, Executive is a “specified employee” for purposes of
complying with the requirements of Section 409A(a)(2)(B)(i) of the Code, any
payments due under Sections 7.03 and 7.04 and the provision of benefits under
Section 7.07 (including any tax gross-up payment), will not be paid, provided
without charge or reimbursed to Executive until the first day immediately
following the date that is six (6) months after the date of the Executive’s
termination of employment (or, if earlier, upon the Executive’s death).


ARTICLE
VIII


GENERAL
PROVISIONS


8.01                        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.


8.02                        Successors
and Assigns.  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.


8.03                        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



 15
 









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.


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


8.05                        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.


8.06                        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.


8.07                        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.


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


8.09                        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]



 16
 









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/ Perry Harlan
  Cliburn

  	
   

  	
  By:

  	
   

  	
  /s/ Gary M. Nelson

  
	
  Perry H. Cliburn

  	
   

  	
   

  	
   

  	
  Gary M. Nelson

  
	
  Title:   Executive
  Vice President, and

  	
   

  	
  Executive Vice President, Chief

  
	
  Chief Technology Officer

  	
   

  	
   

  	
   

  	
  Administrative Officer, General

  
	
   

  	
   

  	
   

  	
   

  	
  Counsel and Corporate Secretary

  



 


	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 



 17















 


Exhibit A


RELEASE


I, Perry H.
Cliburn, 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 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.



 1
 









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:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Perry H. Cliburn

  






 



 2