1996 DIRECTOR PERFORMANCE INCENTIVE PLAN
(As amended through December 15, 1997)
1. PURPOSE OF PLAN.
The purpose of the Ceridian Corporation 1996 Director Performance Incentive Plan (the "Plan") is to advance
the interests of Ceridian Corporation (the "Company") and its stockholders by enabling the Company to attract
and retain the services of experienced and knowledgeable non-employee directors, to increase the proprietary
interests of such non-employee directors in the Company's long-term success and their identification with the
interests of the Company's stockholders, and to serve as the source of transitional awards of Common Stock (as
defined below) in connection with the termination of the Company's Directors Deferred Compensation Plan (the
"Directors' Retirement Plan"), a retirement plan for non-employee directors.
The following terms will have the meanings set forth below, unless the context clearly otherwise requires:
2.1 "AWARD" means an Option, Restricted Stock Award or Share Award granted to an Eligible Director
pursuant to the Plan.
2.2 "BOARD" means the Board of Directors of the Company.
2.3 "BROKER EXERCISE NOTICE" means a written notice pursuant to which an Eligible Director, upon
exercise of an Option, irrevocably instructs a broker or dealer to sell a sufficient number of shares or loan a
sufficient amount of money to pay all or a portion of the exercise price of the Option and/or any related
withholding tax obligations and remit such sums to the Company and directs the Company to deliver stock
certificates to be issued upon such exercise directly to such broker or dealer.
2.4 "CODE" means the Internal Revenue Code of 1986, as amended.
2.5 "COMMITTEE" means the group of individuals administering the Plan, as provided in Section 3 of the Plan.
2.6 "COMMON STOCK" means the common stock of the Company, par value $0.50 per share, or the number
and kind of shares of stock or other securities into which such Common Stock may be c