EXHIBIT 10.1


CERIDIAN CORPORATION


EXECUTIVE EMPLOYMENT AGREEMENT


PARTIES


Ceridian Corporation


3311 East Old Shakopee Road


Minneapolis, Minnesota 55425-1640


and


Gregory
Macfarlane


(“Executive”)


Date:             March 9, 2007


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                        “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;



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technological developments, or unpublished writings or other works of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


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


(d)                            trade secrets
of Ceridian;


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


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


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


1.08                        “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



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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.


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.



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ARTICLE
II


EMPLOYMENT,
DUTIES AND TERM


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


2.02                   Duties. 
Executive shall devote his full-time and best efforts to Ceridian and to
fulfilling the duties of his position which shall include such duties as may
from time to time be assigned him by Ceridian, provided that such duties are
reasonably consistent with Executive’s education, experience and
background.  Executive shall comply with
Ceridian’s policies and procedures to the extent they are not inconsistent with
this Agreement in which case the provisions of this Agreement prevail.


2.03                   Term. 
Subject to the provisions of Articles IV and VIII, this Agreement and
Executive’s employment shall commence on March 26, 2007 and shall continue
until March 26, 2010 (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                        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.



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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 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.



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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 sum of 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



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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.


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.



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


181.78
Agreements; terms relating to inventions


Subdivision 1.


Any provision in an employment agreement
which provides that an employee shall assign or offer to assign any of the
employee’s rights in an invention to the employer shall not apply to an
invention for which no equipment, supplies, facility or trade secret information
of the employer was used and which was developed entirely on the employee’s own
time, and (1) which does not relate (a) directly to the business of
the employer or (b) to the employer’s actual or demonstrably anticipated
research or development, or (2) which does not result from any work
performed by the employee for the employer. 
Any provision which purports to apply to such an invention is to that
extent against the public policy of this state and is to that extent void and
unenforceable.


Subdivision 2.


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


Subdivision 3.


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



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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 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.



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(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 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:



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(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



 13
 









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.


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;



 14
 









(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 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



 15
 









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.


(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



 16
 









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 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



 17
 









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:



 18
 









(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.


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.



 19
 









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]



 20
 









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/ Gregory
  Macfarlane

  	
   

  	
  By:

  	
  /s/ Gary M. Nelson

  	
   

  	
   

  
	
  Gregory
  Macfarlane

  	
   

  	
  Gary M. Nelson

  	
   

  	
   

  
	
  Executive Vice
  President and Chief

  	
   

  	
  Executive Vice President, Chief

  	
   

  	
   

  
	
  Financial
  Officer

  	
   

  	
  Administrative Officer, General

  	
   

  	
   

  
	
   

  	
   

  	
  Counsel and Corporate Secretary

  	
   

  	
   

  
						



Address:


___________________________________


___________________________________


___________________________________


 



 21















 


Exhibit A


RELEASE


I, Gregory Macfarlane, 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.



 1
 









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:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Gregory Macfarlane

  



 



 2