ADP 2012 Annual Report Download - page 103

Download and view the complete annual report

Please find page 103 of the 2012 ADP annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 125

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125

1.13 “ Company Matching Contribution Subaccount ” shall mean the bookkeeping account maintained by the Company or the Plan
Administrator for each Participant that is credited with an amount equal to (i) the Company Matching Contribution, if any, and (ii) earnings and
losses (based on the Investment Rate) attributable thereto.
1.14 “ Company Stock Unit Subaccount ” shall mean the bookkeeping account maintained by the Company or the Plan Administrator for
each Participant that is credited with (i) a number of Company stock units equal to the PBRS Awards that he or she elects to defer, if any, and
(ii) an amount equal to the Dividend Equivalents (and earnings and losses (based on the Investment Rate) attributable to such Dividend
Equivalents).
1.15 “ Compensation Committee ” shall mean the Compensation Committee of the Board.
1.16 “ Disability ” shall mean a circumstance where the Company shall have cause to terminate a Participant’s employment or service on
account of “disability,” as defined in any then-existing employment, consulting or other similar agreement between the Participant and the
Company or, in the absence of such an employment, consulting or other similar agreement, a condition entitling the Participant to receive
benefits under a long-term disability plan of the Company, or, in the absence of such a plan, as determined by the Committee based upon
medical evidence acceptable to it; provided , however , that a Participant shall not have a Disability for purposes of the Plan unless the
Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or the Participant is, by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident
and health plan covering the Company’s employees.
1.17 “ Distributable Amount ” shall mean the vested balance in a Participant’s Accounts subject to distribution in a given Plan Year.
1.18 “ Dividend Equivalents ” shall mean, for any Participant who defers PBRS Awards, an amount equal to the product of (a) the
dividends (including extraordinary dividends, if so determined by the Committee) declared and paid to other stockholders of the Company in
respect of one share of Company Common Stock, multiplied by (b) the number of Company stock units in such Participant’s Company Stock
Unit Subaccount on the date such dividends are so declared.
1.19 “ Eligible Employee ”
shall mean those employees selected by the Committee in accordance with the procedures set forth in Article II.
3