ADP 2015 Annual Report Download - page 106

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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, 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 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.
(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.
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