UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~ ~~D.C.~~FORM ~~20549~~8-K CURRENT REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): May 26, 2007

~~PURSUANT~~CERIDIAN TOCORPORATION (Exact ~~SECTION~~name 13of ORregistrant ~~15(d)~~as OFspecified in its charter)

~~THE~~ Delaware 1-15168 41-1981625 (State ~~SECURITIES~~or ~~EXCHANGE~~other ~~ACT~~jurisdiction (Commission (I.R.S. OFEmployer ~~1934~~ of incorporation) File Number) Identification No.)

~~Date~~3311 ofEast ~~Report:~~Old ~~March~~Shakopee 8Road, ~~2007~~Minneapolis, Minnesota 55425 (Address of principal executive offices) (Zip code)

~~(Date~~Registrant’s oftelephone ~~earliest~~number, ~~event~~including ~~reported~~area code: (952) 853-8100

~~CERIDIAN~~ No ~~CORPORATION~~Change (Former Name or Former Address, if Changed Since Last Report)

~~(Exact~~ Check ~~name~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant asunder ~~specified~~any inof ~~its~~the ~~charter)~~following provisions:

~~Commission~~[ ] Written communications pursuant to Rule 425 under the Securities Act ~~File~~ (17 ~~Number:~~CFR ~~1-15168~~230.425)

Delaware		41-1981625
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

~~3311~~[ ] ~~East~~Pre-commencement ~~Old~~communications ~~Shakopee~~pursuant ~~Road~~to ~~Minneapolis,~~Rule ~~Minnesota~~14d-2(b) ~~55425~~under the Exchange Act (17 CFR 240.14d-2(b))

~~(Address~~[ ] ofPre-commencement ~~principal~~communications ~~executive~~pursuant ~~offices,~~to ~~including~~Rule ~~zip~~13e-4(c) ~~code~~under the Exchange Act (17 CFR 240.13e-4(c))

~~(952)~~Item ~~853-8100~~1.01. Entry into a Material Definitive Agreement

On May 30, 2007, Ceridian Corporation, a Delaware corporation (~~Registrant’s~~“Ceridian”), ~~telephone~~Foundation ~~number~~Holdings, ~~including~~Inc., ~~area~~a ~~code~~Delaware corporation (“Parent”) and Foundation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Parent and Merger Sub are jointly owned, directly or indirectly, by Thomas H. Lee Partners, L.P. (“THL Partners”) and Fidelity National Financial, Inc. (“FNF”). The Merger Agreement is attached as Exhibit 2.1 hereto and is hereby incorporated herein by reference.

~~Not~~Under ~~Applicable~~the terms of the Merger Agreement, Merger Sub will merge with and into Ceridian and each share of Ceridian common stock outstanding at the effective time of the merger (other than shares with respect to which appraisal rights have been properly exercised) will be converted into the right to receive $36 per share in cash and the surviving corporation will become a wholly owned subsidiary of Parent.

Completion of the merger will be subject to conditions including: (~~Former~~a) ~~name~~approval of the Merger Agreement by Ceridian shareholders, (b) approval by certain governmental regulators and authorities, including approvals under applicable antitrust laws and change of control approvals in connection with state money transmitter licenses, (c) the absence of an injunction by any court or ~~former~~other ~~address~~tribunal of competent jurisdiction which prohibits the consummation of the merger, if(d) ~~changed~~subject ~~since~~to ~~last~~certain ~~report~~exceptions, the accuracy of representations and warranties of the other party, and (e) material compliance of the other party with its covenants and material performance of the other party of its obligations.

~~Check~~The foregoing summary of the ~~appropriate~~Merger ~~box~~Agreement ~~below~~does ifnot purport to be complete and is subject to, and qualified in its entirety by, the ~~Form~~full ~~8-K filing~~text of the Merger Agreement attached as Exhibit 2.1 hereto, which is incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to ~~simultaneously~~provide ~~satisfy~~any other factual information about Ceridian. In particular, the ~~filing~~assertions ~~obligation~~embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by Ceridian in connection with the signing of the ~~registrant~~ ~~under~~Merger ~~any~~Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between Ceridian, Parent and Merger Sub, rather than establishing matters of fact. Accordingly, the ~~following~~representations ~~provisions:~~and warranties in the Merger Agreement may not constitute the actual state of facts about Ceridian, Parent or Merger Sub.

~~o Written~~FORWARD-LOOKING ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~STATEMENTS

~~o Soliciting~~This ~~material~~filing ~~pursuant~~contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Ceridian, THL Partners and FNF contained in this release that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to ~~Rule 14a~~differ materially from those expressed in such forward-12looking ~~under~~statements. Important factors known to Ceridian that could cause such material differences are identified and discussed from time to time in Ceridian’s filings with the Securities and Exchange ~~Act~~Commission, ~~(17~~including ~~CFR~~matters ~~240.14a-12)~~arising from the

~~o Pre-commencement communications pursuant to Rule 14d-~~2~~(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

~~o Pre~~SEC investigation of Ceridian, the prior restatements of Ceridian’s financial statements, the pending shareholder litigation involving Ceridian, volatility associated with Comdata’s fuel price derivative contracts and those factors which are discussed in Ceridian’s Annual Report on Form 10-~~commencement~~K ~~communications pursuant~~for the year ended December 31, 2006, which factors are also incorporated herein by reference. Important factors known to ~~Rule~~FNF ~~13e-4(c)~~that ~~under~~could cause such material differences are identified and discussed from time to time in FNF’s filings with the Securities and Exchange ~~Act~~Commission, ~~(17~~including ~~CFR~~the ~~240.13e~~possibility that the transaction will not be completed or will not provide the benefits anticipated, due to competition, unexpected liabilities or other factors, the possibility that FNF and THL Partners will not be able to find co-~~4(c))~~investors to participate in the transaction, which could result in the acquisition debt being consolidated into FNF’s balance sheet and adversely affect the financial strength ratings of FNF’s insurance subsidiaries, and those factors which are discussed in FNF’s Annual Report on Form 10-K for the year ended December 31, 2006 and other filings with the SEC, which factors are also incorporated herein by reference.

~~Item~~None ~~1.02~~of ~~Termination~~Ceridian, THL Partners or FNF undertakes any obligation to correct or update any forward-looking statements, whether as a result of ~~Material~~new ~~Definitive~~information, ~~Agreement~~future events or otherwise. You are advised, however, to consult any future disclosure Ceridian or FNF makes on related subjects in future reports to the SEC.

~~The discussion~~ADDITIONAL ~~contained~~INFORMATION inAND ~~Item~~WHERE ~~5.02~~TO ~~(b)~~FIND ~~and (e) of this Current Report on Form 8-K is incorporated herein by reference.~~IT

~~Item~~In 5connection with its 2007 Annual Meeting, Ceridian will be filing a proxy statement, White Proxy Card and other materials with the SEC.02 ~~Departure~~WE ofURGE ~~Directors~~INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CERIDIAN AND THE MATTERS TO BE CONSIDERED AT ITS ANNUAL MEETING. Investors may contact MacKenzie Partners, Inc., Ceridian’s proxy advisor, for the 2007 Annual Meeting, at 800-322-2885 or ~~Certain~~by ~~Officers;~~email ~~Election~~at ofceridianproxy@mackenziepartners.com. ~~Directors;~~Investors ~~Appointment~~may also obtain a free copy of ~~Certain~~the ~~Officers;~~proxy ~~Compensatory~~statement ~~Arrangements~~and other relevant documents when they become available as well as other materials filed with the SEC concerning Ceridian at the SEC's website at http://www.sec.gov. Free copies of ~~Certain~~Ceridian's ~~Officers~~SEC filings are also available on Ceridian's website at http://www.ceridian.com. These materials and other documents may also be obtained for free from: Ceridian Corporation, 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425, Attn: Investor Relations.

~~(b)~~PARTICIPANTS IN THE SOLICITATION

~~On March~~Ceridian 12and its officers and directors may be deemed, ~~2007~~under SEC rules, ~~Ceridian~~to ~~Corporation~~be (participants in the ~~“Company”)~~solicitation ~~issued~~of aproxies ~~press~~from ~~release announcing~~Ceridian's stockholders with respect to the ~~departure~~matters ofto ~~Douglas~~be Cconsidered at Ceridian's 2007 Annual Meeting. ~~Neve,~~Information ~~former~~regarding ~~Executive~~the ~~Vice~~officers ~~President~~ and ~~Chief~~directors ~~Financial~~of ~~Officer~~Ceridian is included in its Annual Report on Form 10-K/A for the year ended December 31, ~~effective~~2006 ~~March~~filed 8with the SEC on April 30, 2007 and on Ceridian's website at http://www. Aceridian.com. ~~copy~~More ofdetailed information regarding the ~~press~~identity ~~release~~of ~~announcing~~potential ~~Mr. Neve’s~~participants, ~~departure~~and istheir ~~attached~~direct asor ~~Exhibit~~indirect ~~99.1 to~~interests, ~~this~~by ~~Current~~securities, ~~Report~~holdings onor ~~Form 8-K~~otherwise, will be set forth in the proxy statement and isother ~~incorporated~~materials ~~herein~~to bybe ~~reference~~filed with the SEC in connection with Ceridian's 2007 Annual Meeting.

~~(c)~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~March~~ 12May 26, 2007, the ~~Company~~Board ~~announced its appointment~~ of ~~Gregory~~Directors ~~Macfarlane~~approved as the ~~Company’s~~annual ~~Executive~~equity ~~Vice~~compensation ~~President~~award ~~and~~to ~~Chief~~Gary ~~Financial Officer~~Nelson, ~~effective March 26, 2007 (“Commencement Date”). Mr. Macfarlane, 37 years old, served as~~ Executive Vice President ~~and Chief Financial Officer of General Electric WMC Mortgage~~, ~~a wholesale mortgage originator, from July 2004 to March 2007. Prior to this role, Mr. Macfarlane served as Senior Vice President and~~ Chief ~~Financial~~Administrative Officer ~~of GE Partnership Marketing Group~~, ~~an organization that includes certain non-core~~ General ~~Electric~~ ~~companies,~~Counsel ~~from 2001 to July 2004. A copy of the press release, dated March 12, 2007, announcing Mr. Macfarlane’s appointment is attached as Exhibit 99.2 to this Current Report on Form 8-K~~ and ~~is incorporated herein by reference.~~Corporate

~~In connection with Mr. Macfarlane’s employment, Mr. Macfarlane will be compensated as follows:~~3

~~· An~~Secretary ~~annualized~~of ~~base~~Ceridian, ~~salary~~in the amount of ~~$350~~6,~~000~~890 restricted stock units and a stock option to purchase 45,697 shares of Ceridian common stock with an exercise price of $33.02 per share.

~~· An~~On ~~annual~~May ~~cash~~26, ~~performance~~2007, ~~bonus~~the inBoard ~~2007~~of ~~with~~ Directors approved a ~~target~~monthly ~~percentage~~cash atpayment ~~70%~~in lieu of ~~his~~its ~~base~~2007 ~~salary,~~annual aoption ~~threshold~~grant ~~bonus~~in ~~percentage equal~~the toamount ~~50%~~ of ~~his~~$6,720 ~~base~~per ~~salary~~director, ~~and~~per amonth, ~~maximum~~commencing ~~possible~~in ~~bonus~~May, ~~equal~~2007, other than with respect to ~~90%~~the Chairman of ~~his~~ ~~base~~the ~~salary,~~Board ~~pursuant~~of toDirectors ~~criteria~~whose ~~established~~cash bypayment ~~the~~in ~~Company’s~~lieu ~~Compensation and~~of ~~Human~~his ~~Resources~~previously ~~Committee~~disclosed ~~(the~~2007 ~~“Compensation~~annual ~~Committee”)~~option grant will be $20,160 per month, commencing in ~~its~~May, ~~sole discretion~~2007.

~~· A~~Item ~~supplemental~~9.01. Financial ~~cash~~Statements ~~payment~~and ~~in lieu of additional perquisites in the amount of $25,000 per annum~~Exhibits.

· A non-qualified stock option award to purchase 40,750 shares of the Company’s common stock granted on the Commencement Date (the “Option”). The exercise price for the Option will be the fair market value of the Company’s common stock as of the close of business on the Commencement Date. The Option will vest ratably in 33-1/3% increments on the first, second and third anniversaries of the date of grant. The Option will be granted under the Company’s Amended and Restated 2001 Long-Term Stock Incentive Plan (the “2001 Plan”), a copy of which was filed with the Securities and Exchange Commission (“SEC”) as Exhibit 10.13 to the Company’s Annual Report on Form 10-K, for the year ended December 31, 2001 (“2001 Form 10-K”), and will be subject to the terms of the Form of Non-Qualified Stock Option Award Agreement, a copy of which was filed with the SEC as Exhibit 10.14 to the Company’s 2001 Form 10-K.

(d)		Exhibits

2.1		Merger Agreement, dated May 30, 2007, by and among, Ceridian
		Corporation, Foundation Holdings, Inc. and Foundation Merger Sub,
		Inc.^*

~~· A~~ ________________________________________ * Schedules ~~17,250~~and ~~share~~exhibits ~~restricted~~have ~~stock~~been ~~award~~omitted ~~granted on~~pursuant ~~the~~to ~~Commencement~~Item ~~Date~~ 601(~~the~~b)(2) ~~“Restricted~~of ~~Stock~~Regulation ~~Award”)~~S-K. ~~The~~ ~~Restricted~~Ceridian ~~Stock~~hereby ~~Award~~undertakes ~~will~~to ~~vest~~furnish ~~ratably in~~supplementally ~~33-1/3%~~copies ~~increments~~of onany of the ~~first,~~omitted ~~second~~schedules and ~~third~~exhibits ~~anniversaries~~upon ofrequest by the ~~date of~~Securities ~~grant. The~~and ~~Restricted~~Exchange ~~Stock Award will be granted~~Commission.

~~under the 2001 Plan and will be subject to the terms of the Form of Restricted Stock Award Agreement, a copy of which was filed with the SEC as Exhibit 10.15 to the Company’s 2001 Form 10-K.~~SIGNATURES

~~· A~~Pursuant ~~$150~~to the requirements of the Securities Exchange Act of 1934,~~000~~ ~~signing~~the ~~bonus~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~· A supplemental~~CERIDIAN ~~executive~~CORPORATION ~~retirement~~/s/ ~~plan~~Gregory ~~contribution~~J. toMacfarlane anGregory ~~account in Mr~~J. Macfarlane’s ~~name~~Executive inVice ~~the~~President ~~Company’s Deferred Compensation Plan (“DCP”) in the amount of 8% of his annual base salary~~ and ~~annual~~Chief ~~cash~~Financial ~~performance bonus award~~Officer

~~On March~~Dated: 9,May ~~2007~~31, the Company entered into an Executive Employment Agreement with Mr. Macfarlane (the “Agreement”) relating to Mr. Macfarlane’s service as Executive Vice President and Chief Financial Officer of the Company. The material terms and conditions of the Agreement are described below. Such description is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.2007

Term. Mr. Macfarlane’s employment with the Company will commence on March 26, 2007. The initial term of the Agreement will end on March 26, 2010, and the Agreement will be automatically extended for additional one-year periods thereafter.5

Compensation. The Agreement provides that Mr. Macfarlane will receive a base salary and be eligible to receive a bonus or other incentives at the discretion of the Compensation Committee. Further, the Agreement provides that Mr. Macfarlane is entitled to participate in the employee health and welfare, retirement and other employee benefits and perquisite programs offered generally by the Company to its executive employees, to the extent that Mr. Macfarlane’s position, tenure, salary, health and other qualifications make him eligible to participate.

Early Termination of Employment. The Agreement provides that the Company may terminate Mr. Macfarlane immediately for Cause. The Company may terminate Mr. Macfarlane without Cause and Mr. Macfarlane may terminate his employment with the Company with or without Good Reason upon at least 30 days written notice.

If Mr. Macfarlane’s employment is terminated by the Company without Cause or by Mr. Macfarlane for Good Reason, and if Mr. Macfarlane executes (and does not effectively rescind) a release of all claims against the Company, then Mr. Macfarlane is entitled to receive: (1) a lump sum cash payment equal to two times the sum of his then-current base salary; (2) a prorated portion of his bonus compensation, if any, to which he would have otherwise become entitled for the fiscal year in which the termination occurred had he remained continuously employed for the full fiscal year; (3) reasonable executive-level outplacement services, not to exceed $20,000, for a period of up to 24 months; and (4) reimbursement for applicable premiums for COBRA continuation coverage for Mr. Macfarlane and his eligible dependents for the first six months of the COBRA continuation period.

If Mr. Macfarlane terminates his employment with the Company without Good Reason, Mr. Macfarlane is entitled to receive his base salary through the 30-day notice period. In the event the Company terminates Mr. Macfarlane for Cause, Mr. Macfarlane is entitled to receive his annual base salary through the date of termination. If Mr. Macfarlane’s employment with the Company is terminated due to his death, Mr. Macfarlane’s estate is entitled to receive a lump sum payment equal to one year of Mr. Macfarlane’s then-current base salary as well as a prorated bonus. Lastly, in the event of Mr. Macfarlane’s Disability, base salary will be terminated as of the end of the month in which the last day of the six-month period of Mr. Macfarlane’s inability to perform his duties occurs, and Mr. Macfarlane will be entitled to receive a prorated bonus.

The terms “Cause,” “Good Reason” and “Disability” are defined in the Agreement.

Termination of Employment After a Change of Control. Under the Agreement, a “Change of Control Termination” means any of the following events:

· On or within two years after a Change of Control (as defined in the Agreement), termination of Mr. Macfarlane’s employment by the Company for any reason other than (A) fraud, (B) theft or embezzlement of the Company’s assets, (C) conviction of a crime involving moral turpitude or (D) failure to follow the Company’s conduct and ethics policies;

· On or within two years after a Change of Control, termination of Mr. Macfarlane’s employment by Mr. Macfarlane for Good Reason; or

· A termination of Mr. Macfarlane’s employment by the Company other than for the reasons described in clauses (A) through (D) above during the pendency of a Potential Change of Control (as defined in the Agreement) and Mr. Macfarlane demonstrates that such termination was in connection with, or in anticipation of, a Change of Control.

The Agreement provides that in the event of a Change of Control Termination, and provided that Mr. Macfarlane executes (and does not effectively rescind) a release of claims against the Company, the Company is required to make a lump sum severance payment to Mr. Macfarlane in an amount equal to three times the sum of: (1) one year of Mr. Macfarlane’s then-current base salary; (2) the bonus, if any, that Mr. Macfarlane would have earned under all applicable bonus plans for the year in which the termination occurs had “superior” goals been achieved; and (3) the highest annual amount of 401(k) Restoration Match (as defined in the DCP) and Supplemental Match Credit (as defined in the DCP) made by the Company on behalf of Mr. Macfarlane into the DCP over the last three fiscal years prior to termination of Mr. Macfarlane.

In addition, Mr. Macfarlane will be entitled to receive: (1) a prorated portion of his bonus compensation for the fiscal year in which the Change of Control Termination occurred (assuming that any applicable performance objectives were achieved at the “target” level of performance); (2) continued medical and dental coverage until age 65; (3) reasonable executive-level outplacement services, not to exceed $20,000, for a period of up to 24 months (or if earlier, until the first acceptance by Mr. Macfarlane of an offer of employment); and (4) reimbursement for all customary relocation expenses actually incurred by Mr. Macfarlane in one move out of his state of residence within the one-year period following such Change of Control Termination, provided such move is necessitated by Mr. Macfarlane’s acceptance of an offer of employment. In addition, in the event of a Change of Control Termination, all outstanding options and other equity awards of the Company held by Mr. Macfarlane will become fully vested and exercisable and, if applicable, free from all restrictions.

Non-Competition, Non-Recruitment, Non-Disparagement and Confidentiality Covenants. The Agreement contains non-competition and non-recruitment provisions applicable to Mr. Macfarlane during his employment with the Company and for two years following termination of such employment for any reason other than a Change of Control Termination. In addition, Mr. Macfarlane agrees not to make any disparaging statements regarding the Company both during Mr. Macfarlane’s employment with the Company and after such employment terminates. Mr. Macfarlane also agreed to keep the Company’s Confidential Information (as defined in the Agreement) confidential during and after his employment with the Company.

Other than as described above, there are no arrangements or understandings between Mr. Macfarlane and any other persons pursuant to which Mr. Macfarlane was selected as Executive Vice President and Chief Financial Officer of the Company. Mr. Macfarlane does not have a direct or indirect material interest in any currently proposed transaction to which the Company is to be a party in which the amount involved

exceeds $120,000, nor has Mr. Macfarlane had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year.

(e)

On March 8, 2007, the Company entered into a mutual termination agreement (the “Mutual Termination Agreement”) with Mr. Neve pursuant to which Mr. Neve resigned as an officer of the Company effective March 8, 2007 (the “Termination Date”). The Mutual Termination Agreement terminates the Executive Employment Agreement (the “Neve Agreement”), dated March 14, 2005, between Mr. Neve and the Company. A copy of the Neve Agreement may be found in Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2005. The material terms and conditions of the Mutual Termination Agreement are described below. Such description is qualified in its entirety by reference to the full text of the Mutual Termination Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the terms of the Mutual Termination Agreement, within five business days after March 24, 2007, assuming Mr. Neve has not revoked his release, the Company will pay Mr. Neve (i) a lump sum payment of $82,192, representing 75 days of Mr. Neve’s base annual salary, and (ii) a lump sum payment of $850,000, representing two years of Mr. Neve’s base salary and annual perquisite supplement cash adder, in each case, subject to applicable withholdings. As soon as practicable after January 1, 2008, but not later than March 15, 2008, the Company will pay Mr. Neve $106,667, less applicable withholdings, representing a prorated “target” annual incentive bonus to which he would have otherwise been entitled in respect of fiscal year 2007. The Company also will pay Mr. Neve $20,000 in lieu of outplacement counseling services, less applicable withholdings.

The Mutual Termination Agreement also provides that stock options, restricted stock awards and restricted stock unit awards that have not vested as of the Termination Date (“Accelerated Equity”) will vest in full upon the Termination Date but will be forfeited if Mr. Neve revokes his release prior to March 24, 2007. Stock options which are vested as of or upon the Termination Date must be exercised within ninety (90) days of the Termination Date or they will be forfeited. Mr. Neve also agreed to comply with the federal securities laws, including Rule 10b5-1 under the Securities Exchange Act of 1934, in connection with any sales of Company common stock.

In accordance with the terms of the Neve Agreement, the Company has agreed to pre-pay the remaining premiums in respect of the long term care insurance policy that benefits Mr. Neve and his spouse and to supplement payments relating to health and dental coverage for Mr. Neve and his dependents until September 30, 2007. Mr. Neve has agreed to cooperate with the Company in connection with litigation or investigations involving the Company and will be entitled to indemnification in accordance with the Company’s charter, bylaws and indemnification agreements. In addition, the Company will pay Mr. Neve $1,000 per day, subject to pro ration, in connection with any such service. The Mutual Termination Agreement provides for the continuation of Mr. Neve’s confidentiality, non-compete, non-recruitment and non-disparagement obligations under the Neve Agreement, and provides for the release of claims by Mr. Neve against the Company, as contemplated by the Neve Agreement.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits
10.1		Executive Employment Agreement between Gregory Macfarlane and Ceridian Corporation, dated March 9, 2007.
10.2		Mutual Termination Agreement between Douglas C. Neve and Ceridian Corporation, dated March 8, 2007.
99.1		Press release of Ceridian Corporation dated March 12, 2007 announcing the departure of Douglas C. Neve.
99.2		Press release of Ceridian Corporation dated March 12, 2007 announcing the appointment of Gregory Macfarlane as Chief Financial Officer.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CERIDIAN CORPORATION By: /s/ Gary M. Nelson Gary M. Nelson Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Date: March 12, 2007

EXHIBIT INDEX

Exhibit No.	Item	Method of Filing
10.1	Executive Employment Agreement between Gregory Macfarlane and Ceridian Corporation, dated March 9, 2007.	Filed electronically herewith
10.2	Mutual Termination Agreement between Douglas C. Neve and Ceridian Corporation, dated March 8, 2007.	Filed electronically herewith
99.1	Press release of Ceridian Corporation dated March 12, 2007 announcing the departure of Douglas C. Neve.	Filed electronically herewith
99.2	Press release of Ceridian Corporation dated March 12, 2007 announcing the appointment of Gregory Macfarlane as Chief Financial Officer.	Filed electronically herewith

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