ADP 2013 Annual Report Download - page 95

(a) Restrictive Covenant
. The effectiveness of the Award granted hereunder is conditioned upon the execution and delivery by
Participant within ninety (90) days from the date of the Award of the restrictive covenant furnished herewith. If the Company does not receive
the signed (whether electronically or otherwise) restrictive covenant within such ninety (90) day period, the Award shall be terminable by the
Company.
(b) Clawback/Forfeiture
. Notwithstanding anything to the contrary contained herein, the PSUs may be forfeited without
consideration if Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to
the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or
irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after
termination of such employment or service, violates a non-competition, non-solicitation or non-
disclosure covenant or agreement between
Participant and the Company or any Affiliate. If Participant engages in any activity referred to in the preceding sentence, Participant shall, at the
sole discretion of the Committee, forfeit any gain realized in respect of the PSUs (which gain shall be deemed to be an amount equal to the Fair
Market Value, on the applicable Payout Date, of the shares of Common Stock or cash delivered to Participant under this Award), and repay such
gain to the Company.
(c) Incorporation by Reference, Etc
. The provisions of the Plan are hereby incorporated herein by reference. Except as
otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms
not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
5. Compliance with Legal Requirements
. The granting and delivery of the Award, and any other obligations of the Company
under this Agreement, shall be subject to all applicable federal, state, local and foreign laws, rules and regulations and to such approvals by any
regulatory or governmental agency as may be required.
6. Transferability
. No PSUs may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a
Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate.
7. Miscellaneous .
(a) Waiver
. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of
any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent
occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to
constitute a waiver of any other breach or a waiver of the continuation of the same breach.
(b) Severability
. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable to the
extent permitted by law.
(c) No Right to Employment
. Nothing contained in this Agreement shall be construed as giving Participant any right to be
retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the
right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge Participant with or without cause
at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-
will
term of employment will not change.
(d) Successors
. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and
assigns, Participant and Participant's beneficiaries, executors, administrators, heirs and successors.
(e) Entire Agreement
. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with
respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No
change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto,
except for any changes permitted without consent of Participant under the Plan.
(f) Governing Law
. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware
without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the
application of the laws of any jurisdiction other than the State of Delaware.
(g) Headings
. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this Agreement.
AUTOMATIC DATA PROCESSING, INC.
By:___________________________________
Name:
Title: