NON-QUALIFIED STOCK OPTION AGREEMENT
(Performance and Time Based Stock Option)
THIS AGREEMENT is entered into and effective as of October 20, 1999
(the "Date of Grant"), by and between Ceridian Corporation (the "Company")
and __________________________ (the "Optionee").
A. The Company has adopted the Ceridian Corporation 1999 Stock Incentive Plan (as may be amended or
supplemented, the "Plan") authorizing the Board of Directors of the Company, or a committee as provided for in
the Plan (the Board or such a committee to be referred to as the "Committee"), to grant stock options to
employees of the Company and its Subsidiaries (as defined in the Plan).
B. The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company
and an added incentive to advance the interests of the Company by granting to the Optionee an option to
purchase shares of common stock of the Company pursuant to the Plan.
Accordingly, the parties agree as follows:
1. GRANT OF OPTION.
The Company hereby grants to the Optionee the right, privilege and option (the "Option") to purchase [TOTAL
NUMBER] shares (the "Option Shares") of the Company's common stock, $0.50 par value (the "Common
Stock"), according to the terms and subject to the conditions hereinafter set forth and as set forth in the Plan. The
Option is comprised of two components:
[NUMBER] of the Option Shares will become exercisable as provided in
Section 3.1(a) of this Agreement and are referred to as "Time-Based Option Shares," and [NUMBER] of the
Option Shares will become exercisable as provided in Section 3.1(b) of this Agreement and are referred to as
"Performance-Based Option Shares." The Option granted hereunder shall not be an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. OPTION EXERCISE PRICE.
The per share price to be paid by Optionee in the event of an exercise of the Option will be $19.9375.
3. DURATION OF OPT