ADP 2015 Annual Report Download - page 103

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12. 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.
13. 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.
14. 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.
15. This Agreement, the Plan and the Restrictive Covenant Agreement 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; provided, however, that the
Participant understands that Participant may have an existing agreement(s) with the Company, through prior awards, acquisition of a prior employer or
otherwise, that may include the same or similar covenants as those in the Restrictive Covenant Agreement furnished herewith, and acknowledges that the
Restrictive Covenant Agreement is meant to supplement any such agreement(s) such that the covenants in the agreements that provide the Company with the
greatest protection enforceable under applicable law shall control, and that the parties do not intend to create any ambiguity or conflict through the execution
of the Restrictive Covenant Agreement that would release Participant from the obligations Participant has assumed under the restrictive covenants in any of
these agreements. 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.
16. 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.
By: ______________________________________
[Name]
[Title]