CERIDIAN CORP /DE/
EX-10.16 EMPLOYMENT AGREEMENT-THEW
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<TYPE>EX-10.16
<SEQUENCE>7
<FILENAME>c75263exv10w16.txt
<DESCRIPTION>EX-10.16 EMPLOYMENT AGREEMENT-THEW
<TEXT>
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                                                                   EXHIBIT 10.16
                              CERIDIAN CORPORATION

                         EXECUTIVE EMPLOYMENT AGREEMENT

PARTIES

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

                                       AND

                                  BRUCE J. THEW
                                BARNHORN MEADWAY
                                  BERKHAMSTEAD
                                  HERTFORDSHIRE
                                     HP4 2PL

DATE:    MARCH 24, 2003

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,


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         provision be made for the possibility of a Change of Control
         Termination (as defined below) in order to enable Executive to accept
         and effectively continue in Executive's position in the face of
         inherently disruptive circumstances arising from the possibility of a
         Change of Control of Ceridian Corporation (as defined below), although
         no such change is now contemplated or foreseen.

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

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


                                    ARTICLE I

                                   DEFINITIONS

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

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

1.03     "CERIDIAN" shall mean Ceridian Corporation, a Delaware corporation and,
         except for purposes of Section 7.01(b) and (h), and Section 9.03 of
         Article IX,

         (a)      any Subsidiary (as that term is defined in Section 1.06); and

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

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

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

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



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

         (d)      trade secrets of Ceridian;

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

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

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

1.05     "PARENT CORPORATION" shall mean Ceridian Corporation and, except for
         purposes of Article VIII and Section 9.03 of Article IX, any successor
         in interest by way of consolidation, operation of law, merger or
         otherwise. "Parent Corporation" shall not include any Subsidiary.

1.06     "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 1.06.


                                   ARTICLE II

               EMPLOYMENT, DUTIES, TERM AND CONTINUOUS EMPLOYMENT

2.01     EMPLOYMENT. Upon the terms and conditions set forth in this Agreement,
         Ceridian hereby employs Executive as Executive Vice President and
         Executive accepts such employment. Executive shall report to the
         President and Chief Executive Officer of Ceridian or his designee
         ("CEO").

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.



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2.03     TERM. Subject to the provisions of Articles IV and VIII, this Agreement
         and Executive's employment shall continue until March 24, 2006 (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.

2.04     CONTINUOUS EMPLOYMENT. Executive's continuous employment with Ceridian
         for the purposes of the Employment Rights Act 1996 ("the 1996 Act")
         commenced on 17 February 1997. No employment with a previous employer
         counts for the purposes of the 1996 Act as part of Executive's period
         of continuous employment.


                                   ARTICLE III

                 COMPENSATION, EXPENSES, HOLIDAYS AND WORKPLACE

3.01     BASE SALARY. For all services rendered under this Agreement during the
         Term, Ceridian shall pay Executive a minimum Base Salary of
         (pound)185,000. 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. Executive's Base Salary
         shall accrue from day to day and be payable in arrears by equal monthly
         installments on the last day of each month.

3.02     BASE SALARY REVIEW. Executive's salary will be subject to reviews by
         the Board at the first meeting of the Board in each calendar year,
         which typically takes place in January or February. Each review will be
         effective on and from the first payroll date following the first
         meeting of the Board in each calendar year provided that the increase
         (if any) of such salary will be a matter to be decided at the Board's
         absolute discretion.

3.03     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.

3.04     MOTOR CAR.

         (a)      During Executive's employment under this Agreement and whilst
                  Executive is legally entitled to drive, Ceridian will provide
                  him with a motor car for use in the performance of his duties
                  under this Agreement. The type and model of the car will be
                  commensurate with his status in the reasonable opinion of the
                  CEO. At the date of this Agreement, the motor car deemed to be
                  commensurate with Executive's status is a Jaguar XK 8
                  convertible. Subject


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                  as follows Ceridian will pay all costs of road fund licence,
                  insurance premiums and running expenses in respect of the
                  motor car including fuel, oil, maintenance and repairs.

         (b)      Executive will be permitted reasonable use of the motor car
                  for his own private purposes (including use on holidays).

         (c)      Executive will take good care of the motor car and will
                  observe the terms and conditions of any policy of insurance
                  and all regulations issued from time to time by Ceridian
                  regarding the use of motor cars provided to its officers or
                  employees.

3.05     PENSION AND OTHER BENEFITS.

         (a)      Executive will be entitled to continue to be a member of the
                  Centrefile Pension Plan - Defined Contribution Section only
                  subject to and upon the trust deed and rules of the Pension
                  Plan from time to time in effect (including without limitation
                  any powers of alteration and discontinuance). As of the date
                  of this Agreement, Ceridian pays a 15% annual employer match
                  on the above mentioned plan. There is no assurance that this
                  employer match will be continued at the same rate or at all
                  during the term of this Agreement.

         (b)      There is no contracting out certificate in force in respect of
                  Executive's employment under the provisions of the Pension
                  Schemes Act 1993. If Executive's rights or benefits under the
                  Pension Plan are altered or discontinued pursuant to the trust
                  deed and rules, Ceridian will not be obliged to provide any
                  additional or replacement scheme or pension benefits or to pay
                  damages or compensation to Executive.

         (c)      During his employment Executive will be entitled to
                  participate at Ceridian's expense in Ceridian's:

                  (1)      life insurance scheme up to four times Executive's
                           Base Salary subject to any earnings cap imposed on
                           his salary for this purpose pursuant to Section 590C
                           of the Income and Corporation Taxes Act 1988;

                  (2)      private medical expenses insurance scheme for the
                           benefit of Executive and his wife, and all dependent
                           children in full time education under the age of 25
                           (or all dependent children not in full time education
                           until the age of 21);

                  (3)      permanent health insurance scheme

                  subject to the rules of the said schemes from time to time
                  (and any replacement schemes provided by Ceridian) and subject
                  to Executive (and where appropriate his wife and dependent
                  children) being eligible to participate in or benefit from
                  such schemes pursuant to their rules at a cost which is
                  acceptable to Ceridian.



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

3.07     HOLIDAYS.

         (a)      In addition to normal public holidays, Executive will be
                  entitled to 27 working days' paid holiday in each calendar
                  year, such holiday to be taken at such time or times as may be
                  approved by the CEO.

         (b)      In each calendar year (apart from the year in which
                  Executive's employment commences or terminates) Executive will
                  be expected to take at least the 20 days' holiday (including
                  normal public holidays) to which he is entitled under the
                  Working Time Regulations 1998.

         (c)      Up to five days of holiday entitlement which is not taken by
                  the end of the calendar year to which it relates may be
                  carried forward.

         (d)      Executive's entitlement to paid holiday in the calendar year
                  in which his employment terminates will be 2 1/4 days for each
                  completed calendar month in that year rounded up to the
                  nearest day.

         (e)      Where Executive has taken more or less than his holiday
                  entitlement in the year his employment terminates, a
                  proportionate adjustment will be made by way of addition to or
                  deduction from (as appropriate) his final gross pay calculated
                  on a pro-rata basis.

3.08      PLACE OF WORK. Executive will perform his duties principally at
          Ceridian Centrefile, Ceridian House, 25 The High Street,
          Rickmansworth, Hertfordshire WD31ET and at such other place or places
          as Ceridian reasonably requires. Executive may be required to travel
          both inside and outside the United Kingdom in the course of his duties
          but Ceridian will not require him without his prior consent to reside
          anywhere outside the United Kingdom for a total period of more than
          one month in any calendar year.

3.09      HOURS OF WORK. Ceridian's normal office hours are from 9:00 am to 5:00
          pm Monday to Friday, but Executive will be required to work outside
          these hours without additional remuneration in order to meet the
          requirements of the business and for the proper performance of his
          duties. In view of Executive's seniority and managerial duties and
          responsibilities, Executive is regarded as a "managing executive" for
          the purposes of the Working Time Regulations 1998.

                                   ARTICLE IV

                        EARLY TERMINATION AND INCAPACITY

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





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

         (a)      fraud;

         (b)      misrepresentation;

         (c)      theft or embezzlement of Ceridian assets;

         (d)      intentional violations of law involving moral turpitude;

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

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

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

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

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

         (b)      if the notice of termination is given by Ceridian, (1)
                  Executive shall be paid at the usual rate of his annual Base
                  Salary through the 75 day notice period, however, Ceridian
                  shall have the option of making termination of the Agreement
                  and Executive's employment effective immediately upon notice
                  in which case Executive shall be paid a lump sum representing
                  the value of 75 days' worth of annual Base Salary; and (2)
                  Executive shall receive, starting within 15 days after the end
                  of the 75 day notice period, one year's Base Salary and the
                  equivalent cash value of one year's vehicle lease benefit in
                  kind (based on the prior year's benefit) payable, at the sole
                  discretion of Ceridian, in either the form of a lump sum
                  payment or on a regular payroll period basis. In addition,
                  Executive shall receive the bonus, if any, to which Executive
                  would otherwise have become entitled under all applicable
                  Ceridian annual bonus plans in effect at the time of
                  termination of this Agreement had Executive remained
                  continuously employed for the full fiscal year in which
                  termination occurred and continued to perform his duties in
                  the same manner as they were performed immediately prior to
                  termination, multiplied by a fraction, the numerator of which
                  shall be the number of whole months Executive was employed in
                  the year in which termination occurred and the denominator of


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                  which is 12. This bonus amount shall be paid within 15 days
                  after the date such bonus would have been paid had Executive
                  remained employed for the full fiscal year. In addition,
                  Ceridian shall provide or make arrangements for reasonable
                  outplacement services for Executive based on his level within
                  Ceridian.

4.04     TERMINATION IN THE EVENT OF DEATH. This Agreement shall terminate in
         the event of death of Executive. In the event of Executive's death,
         Ceridian shall pay:

         (a)      an amount equal to 12 months of Base Salary at the rate in
                  effect at the time of Executive's death, 12 months equivalent
                  cash value of current vehicle lease benefit in kind, plus the
                  amount Executive would have received in annual incentive plan
                  bonus for the year in which the death occurs had "target"
                  goals been achieved. The amount shall be paid as a lump sum as
                  soon as practicable following Ceridian's receipt of notice of
                  Executive's death.

         (b)      any amount equal to (1) 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 (2) a fraction, the numerator of which shall be
                  the number of whole months Executive was employed in the year
                  in which the death occurred and the denominator of which is
                  12. The amount payable pursuant to this Section 4.04(b) shall
                  be paid within 15 days after the date such bonus would have
                  been paid had Executive remained employed for the full fiscal
                  year.

         (c)      Such amounts shall be paid (1) to the beneficiary or
                  beneficiaries designated in writing to Ceridian by Executive,
                  (2) in the absence of such designation to the surviving
                  spouse, or (3) if there is no surviving spouse, or such
                  surviving spouse disclaims all or any part, then the full
                  amount, or such disclaimed portion, shall be paid to the
                  executor, administrator or other personal representative of
                  Executive's estate.

4.05     RETIREMENT. Executive may terminate this Agreement and Executive's
         employment as a result of Executive decision to retire from Ceridian.
         Executive shall provide Ceridian with at least 75 days' written notice
         of the date upon which Executive intends to retire. Executive shall be
         paid at the usual rate of his annual Base Salary and shall continue the
         use of his car lease 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     INCAPACITY.

         (a)      If Executive is absent from his duties as a result of illness
                  or injury he will notify Ceridian as soon as possible and
                  complete any self-certification forms which are required by
                  Ceridian. If the incapacity continues for a period of


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                  seven days or more he will produce to the Ceridian a medical
                  certificate to cover the duration of such absence.

         (b)      Subject to the rest of this Section 4.07 and subject to the
                  receipt of the appropriate certificates in accordance with
                  Section 4.07(a) above, if Executive is absent from his duties
                  as a result of illness or injury he will be entitled to
                  payment of his Base Salary at the full rate and enjoy his
                  benefits hereunder in respect of such illness or injury for a
                  period (in total) of up to 26 weeks in any period of 12 months
                  (whether the absence is intermittent or continuous).
                  Thereafter Executive will be entitled to payment of 60% of his
                  Base Salary during sickness absence for an indefinite period.
                  In addition, Ceridian shall pay to Executive any amount equal
                  to (1) the amount Executive would have received in annual
                  incentive plan bonus for the year in which the incapacity
                  occurred had "target" goals been achieved, multiplied by (2) a
                  fraction, the numerator of which shall be the number of whole
                  months prior to Executive's incapacity and the denominator of
                  which is 12. This amount shall be paid within 15 days after
                  the date such bonus would have been paid to Executive prior to
                  the occurrence of his incapacity.

         (c)      Executive's basic salary paid under Section 4.07(b) above will
                  include any Statutory Sick Pay payable and when this is
                  exhausted will be reduced by the amount of any Social Security
                  Sickness Benefit or other benefits recoverable by the
                  Executive (whether or not recovered).

         (d)      The provisions of this Section 4.07 and any right or
                  prospective right the Executive has or may have to receive any
                  benefits under Ceridian's permanent health insurance scheme
                  will not prejudice or limit in any way Ceridian's right to
                  terminate this Agreement pursuant to its terms.

         (e)      Whether or not Executive is absent by reason of sickness,
                  injury or other incapacity Executive will at the request of
                  the CEO agree to have a medical examination performed by a
                  doctor appointed and paid for by Ceridian and Executive hereby
                  authorises the CEO to have unconditional access to any report
                  or reports (including copies) produced relating to the
                  incapacity as a result of any such examination as the CEO may
                  from time to time require and entitlements to payments
                  pursuant to Section 4.07(b) will be conditional on the
                  Executive complying with the terms of this Section 4.07(e).


                                    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 employment, publish,
         disclose, or utilize in any manner any Confidential Information
         obtained while employed by Ceridian. If Executive leaves the employ of
         Ceridian, Executive will not, without Ceridian's prior written consent,
         retain or take away any drawing, writing or other record in any form
         containing any Confidential Information.



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

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

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

5.05     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.

5.06     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-


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         recruitment and non-disparagement subsequent to the termination of this
         Agreement and/or Executive's employment for any reason other than a
         Change of Control Termination. Section 6.02 and 6.03 of this Agreement
         shall be of no further force or effect upon a Change of Control
         Termination.

6.02     NON-COMPETITION.

         (a)      During the term of this Agreement, Executive will devote full
                  time and energy to furthering Ceridian's business and will not
                  pursue any other business activity without Ceridian's written
                  consent. Unless the obligation is waived or limited by
                  Ceridian in accordance with subsection (b) of this Section
                  6.02, Executive agrees that during his employment with
                  Ceridian and for a period of 12 months following termination
                  of employment for any reason other than a Change of Control
                  Termination ("Non-Compete Period"), Executive will not within
                  the UK 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 geographical area in which Executive
                  cannot engage in competitive activity.

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

         (d)      In the event Executive has provided notice to Ceridian
                  pursuant to subsection (c) of this Section 6.02 and has not
                  accepted employment with or agreed to provide consulting
                  services to, any firm or entity directly as a result of his
                  non-competition obligation pursuant to this Section 6.02,
                  Ceridian shall pay Executive an amount equal to the usual rate
                  of Executive's Base Salary in effect at the time of
                  termination on a regular payroll period basis until the end of
                  the Non-Compete Period. There shall be credited against
                  Ceridian's


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                  obligation to make such payments any other payments made by
                  Ceridian to Executive pursuant to Article IV of this
                  Agreement. In the event that Ceridian elects, pursuant to
                  subsection (b) of this Section 6.02, to waive all or any
                  portion of the non-competition obligation set forth in
                  subsection (a) hereof, no payment shall be required by
                  Ceridian with respect to the portion of the Non-Compete Period
                  which has been waived.

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

6.03     NON-RECRUITMENT. During the term of employment and for a period of 12
         months 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 who are employed by
         businesses for which Executive has or had management responsibility, or
         solicit any of Ceridian's employees who are employed by businesses for
         which Executive has or had management responsibility 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


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<PAGE>

         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


                                       13
<PAGE>

                           becomes required to or does report its beneficial
                           ownership on Schedule 13D (or any successor
                           Schedule), then, for purposes of this paragraph, such
                           individual, entity or group shall be deemed to have
                           first acquired, on the first date on which such
                           individual, entity or group becomes required to or
                           does so report on Schedule 13D, beneficial ownership
                           of all of the voting securities of Ceridian
                           beneficially owned by it on such date, and (G) any
                           acquisition in connection with a merger or
                           consolidation which, pursuant to paragraph (1) above,
                           does not constitute a Change of Control; or

                  (3)      there is consummated a transaction contemplated by an
                           agreement for the sale or disposition by Ceridian of
                           all or substantially all of Ceridian's assets, other
                           than a sale or disposition by Ceridian of all or
                           substantially all of Ceridian's assets to an entity,
                           at least 60% of the combined voting power of the
                           voting securities of which are owned by stockholders
                           of Ceridian in substantially the same proportions as
                           their ownership of Ceridian immediately prior to such
                           sale; or

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

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

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

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

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

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



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<PAGE>

                  A Change of Control Termination by Executive shall not,
                  however, include termination by reason of death. A termination
                  of Executive's employment by Ceridian shall not constitute a
                  termination described in clauses (A) through (D) of Section
                  7.01(c)(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(c)(1) in which
                  the Board believes Executive has engaged and provides
                  Executive an opportunity to cure such conduct and (ii) the
                  Board has duly adopted (following the expiration of the
                  aforementioned cure period) a resolution, by the affirmative
                  vote of not less than two-thirds (2/3) of the entire
                  membership of the Board at a meeting of the Board which was
                  called and held for the purpose of considering such
                  termination (after reasonable notice to the Executive and an
                  opportunity for the Executive, together with the Executive's
                  counsel, to be heard before the Board) finding that, in the
                  good faith opinion of the Board, the Executive was guilty of
                  conduct described in clauses (A), (B), (C) or (D) of Section
                  7.01(c)(1), and specifying the particulars thereof in detail.
                  For purposes of this Agreement, Executive's employment shall
                  be deemed to have been terminated pursuant to a Change of
                  Control Termination, if Executive's employment is terminated
                  by Ceridian other than for the reasons described in clauses
                  (A) through (D) of Section 7.01(c)(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.

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

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

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



                                       15
<PAGE>

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

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

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

                  (6)      If Executive's primary employment duties are with a
                           Subsidiary, the sale, merger, contribution, transfer
                           or any other transaction in conjunction with which
                           Parent Corporation's ownership interest in such
                           Subsidiary decreases below the level specified in
                           Section 1.06 of Article I unless (A) this Agreement
                           is assigned to the purchaser/transferee with the
                           provisions of Article VII in full force and effect
                           and operative as if a Change of Control has occurred
                           with respect to the purchaser/transferee as Parent
                           Corporation immediately after the purchase/transfer
                           becomes effective, and (B) such purchaser/transferee
                           has a creditworthiness reasonably equivalent to
                           Parent Corporation's; or

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

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

         (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


                                       16
<PAGE>

                  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(c)(2) shall be accomplished by, and effective
         upon, Executive giving written notice to Ceridian of Executive's
         decision to terminate. Except as otherwise expressly provided in this
         Agreement, upon the exercise of said right, all obligations and duties
         of Executive under this Agreement shall be of no further force and
         effect.

7.03     CHANGE OF CONTROL TERMINATION PAYMENT.

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

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



                                       17
<PAGE>

         (c)      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.

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 by Inland
         Revenue in the United Kingdom.

7.05     ATTORNEYS' FEES. In the event Executive incurs any legal expense to
         enforce or defend his rights under this Article VII of this Agreement,
         or to recover damages for breach thereof, Executive shall be entitled
         to recover from Ceridian any expenses for attorneys' fees and
         disbursements incurred. Such payments shall be made within five (5)
         business days after delivery of Executive's written requests for
         payment accompanied with such evidence of fees and expenses incurred as
         Ceridian reasonably may require.

7.06     BENEFITS CONTINUATION. In the event of a Change of Control Termination,
         Executive shall, until age 65, be entitled to receive from Ceridian
         health coverage substantially equivalent to the coverage Executive had
         on the day immediately prior to the Change of Control, including any
         coverage then in effect for Executive's spouse, domestic partner or
         dependents. Executive shall be required to pay no more for the above
         mentioned benefit than the amount Executive would have been required to
         pay had Executive continued to be an active employee of Ceridian. If
         the provision of any such coverage to Executive causes inclusion of any
         amount in Executive's gross income that would not have been so included
         had Executive received such coverage as an active employee, Ceridian
         shall pay Executive the amount necessary to wholly offset the taxes
         attributable to such amount and the tax reimbursement amounts paid
         pursuant to this sentence.

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.

                                  ARTICLE VIII

                           CHANGE OF SUBSIDIARY STATUS

In the event that, prior to a Change of Control: (a) a Subsidiary is sold,
merged, contributed, or in any other manner transferred, or if for any reason
Parent Corporation's ownership interest in any such Subsidiary falls below the
level specified in Section 1.07, (b) Executive's primary employment duties are
with the Subsidiary at the time of the occurrence of such


                                       18
<PAGE>

event, and (c) Executive does not, in conjunction therewith, transfer employment
directly to Parent Corporation or another Subsidiary, then:

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

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

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

                                   ARTICLE IX

                               GENERAL PROVISIONS

9.01     DISCIPLINARY AND GRIEVANCE PROCEDURES. Except and to the extent of any
         procedure implied by statute, Ceridian has a formal disciplinary or
         grievance procedure which is applicable to Executive.

9.02     COLLECTIVE AGREEMENTS. There are no collective agreements which
         directly affect Executive's terms and conditions of employment.

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

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

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

         (b)      In the case of Executive shall be:

                  At the address listed on the last page of this Agreement.

                  Either party may, by notice hereunder, designate a changed
                  address. Any notice, if mailed properly addressed, postage
                  prepaid, registered or certified mail, shall be deemed
                  dispatched on the registered date or that stamped on the


                                       19
<PAGE>

                  certified mail receipt, and shall be deemed received within
                  the second business day thereafter or when it is actually
                  received, whichever is sooner.

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

9.06     GOVERNING LAW. This Agreement will be governed by and interpreted in
         accordance with the law of England and Wales and the parties to this
         Agreement submit to the exclusive jurisdiction of the English Courts in
         relation to any claim, dispute or matter arising out of or relating to
         this Agreement.

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

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

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

9.10     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 This Page Left Intentionally Blank]



                                       20
<PAGE>


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

EXECUTIVE                                   CERIDIAN CORPORATION

/s/ Bruce J. Thew                           By:  /s/ Shirley J. Hughes
---------------------------------           ------------------------------------
Bruce J. Thew
                                            Title:  Senior Vice President, Human
                                                    Resources

Address:
------------------------------
------------------------------
------------------------------





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