CERIDIAN CORPORATION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

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, 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.

Ceridian Corporation has entered into that certain Agreement and Plan of Merger with Foundation Merger Sub, Inc and Foundation Holdings, Inc. pursuant to which, subject to certain conditions, Ceridian Corporation will become a wholly-owned subsidiary of Foundation Holdings, Inc. (the “Transaction”).

I.

Immediately following the closing of the Transaction (the “Transaction Closing”), Intermediate Corp. (as defined below) will be a direct Subsidiary of Parent Corporation (as defined below), and Foundation Holdings, Inc. will be a direct Subsidiary of Intermediate Corp.

J.

In connection with the Transaction Closing, Executive has agreed to purchase 16,250 shares of common stock of Parent Corporation and 3,750 shares of preferred stock of Intermediate Corp. for respective amounts per share equal to the Base Price pursuant to a subscription agreement (the “Subscription Agreement”) to be entered into by Executive, Parent Corporation and Intermediate Corp. on or prior to the date of the Transaction Closing (the “Transaction Closing Date”).

K.

On or prior to the Transaction Closing Date, Executive will enter into a Stockholders Agreement (the “Stockholders Agreement”) by an among Parent Corporation and the stockholders of Parent Corporation.

L.

The parties intend that, subject to and simultaneous with the Transaction Closing and subject to the stockholder approval contemplated by Section 2.03, this Amended and Restated Executive Employment Agreement will supersede the March 9, 2007 Executive Employment Agreement.

1.01. 

“ Affiliate ” means any entity with whom Ceridian would be considered a single employer under Section 414(b) or 414(c) of the Code.

1.02. 

“ Base Price ” means the per-share price to be paid for the common stock of the Parent Corporation and preferred stock of Intermediate Corp. by the Sponsors in connection with the Transaction Closing.

1.03. 

“ Base Salary ” shall mean regular cash compensation paid on a periodic basis exclusive of benefits, bonuses or incentive payments.

1.04. 

“ Board ” shall mean the Board of Directors of Parent Corporation.

1.05.

 “ Cause ” means cause as defined under Section 4.02 of Article IV.

1.06.

 “ Ceridian ” shall mean Ceridian Corporation, a Delaware corporation f/k/a New Ceridian Corporation, and, except for purposes of Section 7.01(b) and (f), Parent Corporation and any Subsidiary (as that term is defined in Section 1.14) of Parent Corporation.

1.07. 

“ Code ” means the Internal Revenue Code of 1986, as amended.

1.08. 

“ 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;

(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.

1.09. 

“ Disability ” means totally and permanently disabled as defined in Ceridian’s group long-term disability plan applicable to senior executives, as may be amended from time to time.

1.10. 

“ Good Reason ” means any one or more of the following events which shall occur without Executive’s express written consent:

(a)

A change in Executive’s reporting responsibilities, titles or office, 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, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by Ceridian promptly after receipt of written notice thereof given by Executive and excluding any diminution attributable to a sale, spin off, reverse spin off or similar disposition of any Subsidiary of Ceridian.

(b)

A reduction by Ceridian in Executive’s Base Salary or bonus opportunity 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, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by Ceridian promptly after receipt of written notice thereof given by Executive;

(c)

Ceridian requiring Executive to be based anywhere other than within 50 miles of Executive’s job location as of the Commencement Date;

(d)

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 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; 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, in each case, other than an isolated, insubstantial and inadvertent failure or reduction not occurring in bad faith and which is remedied retroactively by Ceridian promptly but in no event later than 60 days after receipt of written notice thereof given by Executive;

(e)

The failure by Ceridian to provide office space, furniture, and secretarial support at least comparable to that provided Executive immediately prior to such failure 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, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by Ceridian promptly after receipt of written notice thereof given by Executive; or

(f)

Any material breach of this Agreement by Ceridian, or the failure by a successor to Ceridian to assume the provisions of this Agreement, including without limitation, Articles III , IV and VII, in each case, other than an isolated, insubstantial and inadvertent breach or failure not occurring in bad faith and which is remedied retroactively by Ceridian promptly but in no event later than 60 days after receipt of written notice thereof given by Executive.

1.11. 

“ Intermediate Corp. ” means Ceridian Intermediate Corp. “Intermediate Corp.” shall not include any Subsidiary of Intermediate Corp.

1.12. 

“ Parent Corporation ” means Ceridian Holding Corp. “Parent Corporation” shall not include any Subsidiary of Parent Corporation.

1.13. 

“ Sponsors ” means Fidelity National Financial, Inc., Thomas H. Lee Partners, L.P. and their respective Affiliates.

1.14. 

“ 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 1.14.

1.15. 

“ Termination of Executive’s Employment ” means (i) Executive has severed his employment relationship with Ceridian and all Affiliates provided such termination constitutes a “separation from service” under Section 409A of the Code, or (ii) Executive experiences a change in employment status with Ceridian and its Affiliates that constitutes a “separation from service” under Section 409A of the Code.

2.01. 

Employment . Upon the terms and conditions set forth in this Agreement, Ceridian hereby employs Executive, and Executive accepts such employment.

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.

2.03. 

Effectiveness . The effectiveness of this Agreement shall be subject to the Transaction Closing and approval of this Agreement by holders of more than 75% of the post-Transaction voting stock of Parent Corporation (excluding Executive).

2.04. 

Term . Subject to the provisions of Section 2.03 and Articles IV and VIII, Executive’s employment with Ceridian pursuant to the terms of this Agreement shall commence on the Transaction Closing Date (the “Commencement Date”) and shall continue until the fifth anniversary of the Transaction Closing Date (the “Initial Term”). On each anniversary of the Agreement, and subject to the provisions of Articles IV and VIH, 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.

3.01. 

Base Salary . For all services rendered under this Agreement during the Term, Ceridian shall pay Executive a minimum Base Salary, at no less than three hundred fifty thousand dollars ($350,000.00) per year. The Base Salary shall be paid in accordance with Ceridian’s normal payroll procedures and policies, as such procedures and policies may be modified from time to time. 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. The Base Salary shall be reviewed and subject to increase in the sole discretion of the Board in January 2008 and annually thereafter.

3.02. 

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.

3.03. 

Stock Option Grants . Subject to the closing of the transactions contemplated by the Subscription Agreement, Parent Corporation hereby agrees to grant to Executive options (the “Options”) to purchase shares of Parent Corporation’s common stock, effective as of the Transaction Closing Date. The aggregate number of shares subject to the Options shall be five hundred thousand (500,000) shares (the “Option Shares”). One-half (1/2) of the Option Shares shall be subject to time-based vesting (the “Time-Based Vesting Option Shares”) and one-half (1/2) of the Option Shares shall be subject to performance-based vesting (the “Performance- Based Vesting Option Shares”).

3.04. 

Benefit Plans . Executive shall be entitled to participate in the employee health and welfare, retirement and other employee benefits programs offered generally from time to time by Ceridian to its executive employees, to the extent that Executive’s position, tenure, salary, and other qualifications make Executive eligible to participate.

3.05. 

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 or her 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.

3.06. 

Payment and Timing of Benefits . No payments or benefits provided under this Article III in respect of one taxable year shall affect the amounts payable in any other taxable year. No benefit or payment due to Executive under this Article III shall be subject to liquidation or exchange for another benefit. Any reimbursements made to Executive pursuant to this Agreement or otherwise shall be paid promptly in accordance with past Company practice, but in no event later than the last day of the year following the year in which the expense was incurred.

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 and VI.

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.

4.03. 

Termination Without Cause; Termination for Good Reason . Ceridian may terminate this Agreement and Executive’s employment without Cause on at least 30 days’ written notice. Executive may terminate this Agreement and Executive’s employment with or without Good Reason on at least 30 days’ written notice. In the event of Termination 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 Ceridian without Cause or by Executive for Good Reason, Executive shall be paid at the usual rate of his annual Base Salary through the 30 day notice period (provided, however, that Ceridian shall have the option of making termination of the Agreement and Termination of Executive’s Employment effective immediately upon notice in which case Executive shall be paid a lump sum representing the value of 30 days worth of salary), and Executive shall become entitled to the following severance benefits:

(1)

a lump sum cash payment equal to two times the Executive’s then-current annual Base Salary.

(2)

a prorated portion of Executive’s bonus compensation, if any, to which Executive would have otherwise become entitled for the fiscal year in which the Termination of Employment occurs had Executive remained continuously employed for the full fiscal year, calculated by multiplying such bonus compensation by 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 (without giving effect to any reduction in bonus opportunity constituting Good Reason);

(3)

reasonable executive-level outplacement services, not to exceed $15,000 during the calendar year in which the termination takes place and not to exceed $5,000 during the calendar year immediately following the calendar year in which the termination takes place (or if earlier, until the first acceptance by Executive of an offer of employment), to be provided through Executive’s preferred provider of such services; and

(4)

if following his termination, Executive elects COBRA continuation coverage for Executive and his eligible dependents under Ceridian’s group health plan, Ceridian shall reimburse Executive for the applicable COBRA premiums paid for the first six months of the COBRA continuation period.

(b)

If the notice of termination is given by Executive without Good Reason, Executive shall be paid at the usual rate of his annual Base Salary through the 30 day notice period.

(c)

The foregoing provisions shall not apply if Executive’s employment is terminated by Ceridian without Cause or by Executive with Good Reason pursuant to this Section 4.03 during the first 24 months following the Commencement Date. In such event, the severance and benefits provided to Executive upon a Change of Control Termination pursuant to Section 7.03 (other than the benefits provided by Section 7.03(e), which shall not apply) shall apply in lieu of the severance and benefits payable under this Section 4.03.

4.04. 

Termination In The Event of Death or Disability . This Agreement shall terminate in the event of death or Disability of Executive.

(a)

In the event of Executive’s death, Ceridian shall pay a lump sum cash payment equal to one year of Executive’s then-current Base Salary as soon as practicable following Ceridian’s receipt of notice of Executive’s death. Such amount shall be paid (i) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (ii) in the absence of such designation to the surviving spouse, or (iii) 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.

(b)

In the event of Executive’s Disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive’s inability to perform his duties, despite Ceridian’s efforts to reasonably accommodate, occurs.

(c)

In the event of termination by reason of Executive’s death or Disability, in addition to the death or Disability benefits provided in Section 4.04(a) and Section 4.04(b), Ceridian shall pay to Executive a prorated bonus equal to (i) 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 (ii) 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. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

4.05. 

Retirement . Executive may terminate this Agreement and Executive’s employment as a result of Executive’s decision to retire from Ceridian. Executive shall provide Ceridian with at least 30 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 annual perquisite cash adder 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 of Executive’s Employment 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. 

Termination On Account of Change in Status of Affiliate . In the event that, prior to a Change of Control or a termination for Cause under Section 4.02, Executive incurs a Termination of Executive’s Employment as defined under Section 1.15 solely on account of being primarily employed by an entity that ceases to be an Affiliate, then:

(a)

if at the time of such termination of employment, Executive has entered into or has been offered an agreement with the Affiliate or an entity that has or will have an interest in such Affiliate and such agreement provides or would provide rights that are identical to the Executive’s rights under Article IV of this Agreement, then such termination will be treated as a termination for Cause pursuant to Section 4.02; and

(b)

in all other cases, such termination of employment will be treated as a termination without Cause under Section 4.03.

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.

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 r