ADP 2014 Annual Report Download - page 91

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subject to the terms and conditions of any Company clawback/forfeiture policy as in effect from time to time to which the Participant is subject.
(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. In the event of any inconsistency between this A greement and the terms of the CIC Plan that would otherwise apply to the
PRSUs herein granted, the terms of this Agreement shall control. For the avoidance of doubt: (1) the terms of Section 1.2 of the CIC Plan shall not apply to the
PRSUs granted under this Agreement, and (2) any acceleration of vesting of the PRSUs herein granted shall be deemed to be accelerated under the terms of the
CIC Plan for purposes of Section 1.3 of the CIC Plan.
3. Compliance with Legal Requirements . The granting and delivery of the PRSU 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.
4. Transferability . Until it has fully vested in accordance with Section 1, no PRSU may be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by the 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 any Affiliate.
5. Miscellaneous .
(a) Waiver . A ny 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 the 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 the 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, the Participant
and the beneficiaries, executors, administrators, heirs and successors of the Participant.
(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 or modification 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 the Participant
under the Plan.
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