ADP 2008 Annual Report Download - page 92

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4.2 Limitation. If all or any portion of Section 4.1 shall be finally held by a court of competent jurisdiction to be unenforceable as a matter
of law, it shall be construed to apply to the greatest extent permitted by law so as to give effect to its intended purposes.
ARTICLE V
CONDITIONS RELATED TO BENEFITS
5.1 Administration of Plan. The Committee shall administer the Plan and shall have the sole and exclusive authority to interpret, construe
and apply its provisions. The Committee shall have the power to establish, adopt and revise such rules and regulations as it may deem
necessary or advisable for the administration of the Plan and the operation of the Committee’ s activities in connection therewith. All decisions
of the Committee shall be by vote or written consent of the majority of its members and shall be final and binding. Members of the Committee
shall be eligible to participate in the Plan while serving as a member of the Committee, but a member of the Committee shall not vote or act
upon any matter which relates solely to such member in his capacity as a Participant.
5.2 Grantor Trust. The Committee may, at its discretion, have the Company create a grantor trust (within the meaning of section 671 of
the Code) to which it may from time to time contribute amounts to accumulate an appropriate reserve against its obligations hereunder.
N
otwithstanding the creation of such trust, the benefits hereunder shall be a general obligation of the Company. Except to the extent that the
benefit amounts payable hereunder have been specifically transferred for an identified Participant into the Pension Plan pursuant to the terms
and conditions of the Pension Plan and are payable thereunder, a Participant shall have only a contractual right as a general creditor of the
Company to the amounts, if any, payable hereunder and such right shall not be secured by any assets of the Company or the trust.
5.3 No Right to Company Assets. Except to the extent that benefit amounts have been specifically transferred for an identified Participant
into the Pension Plan pursuant to the terms and conditions of the Pension Plan and are payable thereunder, neither a Participant nor any other
person shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Company whatsoever including, without
limiting the generality of the foregoing, any specific funds or assets which the Company may set aside in anticipation of a liability hereunder,
nor in any policy or policies of insurance on the life of a Participant owned by the Company.
5.4 No Employment Rights. Nothing herein shall constitute a contract of continuing employment or in any manner obligate the Company
to continue the service of a Participant, or obligate a Participant to continue in the service of the Company, and nothing herein shall be
construed as fixing or regulating the compensation paid to a Participant.
5.5 Company’s Right to Terminate and Amend. The Company reserves the right in its sole discretion at any time to amend the Plan in
any respect or terminate the Plan. Notwithstanding the foregoing, no such amendment or termination shall reduce the amount of the benefit
theretofore vested by any Participant or change the conditions required to be satisfied to receive payment of such past accrued benefit based on
the provisions of the Plan as theretofore in effect. For this purpose, the amount of a Participant’ s accrued benefit as of the date of any
amendment or termination shall be determined as if the Participant was then retiring in accordance with Section 3.3 with his actual Vested
Percentage accrued as at such date; provided that if the Company is terminating the Plan and if a Participant has not completed at least 5 years
of Future Service, Participant’ s Vested Percentage shall be (i) 40% if he has completed 4 years of Future Service, (ii) 30% if he has completed
3 years of Future Service, (iii) 20% if he has completed 2 years of Future Service, (iv) 10% if he has completed 1 year of Future Service, and
(v) 0% if he has not completed 1 year of Future Service.
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