EXECUTIVE EMPLOYMENT AGREEMENT
CERIDIAN CORPORATION (A DELAWARE CORPORATION)
8100 34TH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55425-1640
STEPHEN B. MORRIS
DATE: OCTOBER 1, 1999
A. Ceridian wishes to obtain the services of Executive for the duration of this Agreement, and Executive wishes
to provide his or her 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 (unless terminated earlier pursuant to the terms 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 forebearance of career options.
G. The parties recognize that in light of the above-described commitment and forebearance of career options, it is
essential that, for the benefit of Ceridian and its stockholders, provision be made for a Change of Control
Termination (as defined below) in order to enable Executive to ac