AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
CERIDIAN CORPORATION (a Delaware Corporation) 8100 34th Avenue South Minneapolis, Minnesota
LAWRENCE PERLMAN ("Executive")
Dated as of November 8, 1996
A. Ceridian Corporation and Executive are parties to an Executive Employment Agreement dated December 13,
1993, which was amended in accordance with an Amendment to Executive Employment Agreement dated June
20, 1996 (as so amended, the "1993 Agreement").
B. Ceridian Corporation wishes to obtain the services of Executive for a period extending beyond the term of the
1993 Agreement, and the Executive wishes to provide his or her services for such period, on the terms and
conditions contained in this Amended and Restated Employment Agreement (the "Agreement").
C. Ceridian Corporation desires reasonable protection of the Company's Confidential Information (as defined
D. Ceridian Corporation desires assurance that Executive will not compete with the Company (as defined below)
or engage in recruitment of the Company's employees for a reasonable period of time after termination of
employment, and Executive is willing to refrain from competition and recruitment.
E. Executive desires to be assured of a minimum Base Salary (as defined below) from Ceridian (as defined
below) for Executive's services for the term of this Agreement (unless terminated earlier pursuant to the terms of
F. 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.
G. The parties recognize that a Change of Control (as defined below) may result in material alte