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AUTOMATIC DATA PROCESSING, INC.
2008 OMNIBUS AWARD PLAN
FRENCH SUB PLAN
(EFFECTIVE APRIL 2016)
1. Scope
This French stock option sub plan (the “ French Sub Plan ”) is established pursuant to and in accordance with the
Automatic Data Processing, Inc. 2008 Omnibus Award Plan (the “ Plan ”) as a Sub Plan defined in Article 1 of the Plan.
The purpose of the French Sub Plan is to ensure that the French Options (as defined below) comply with the relevant
provisions of Articles L. 225-177 to L. 225-186-1 of the French Commercial Code, French labor law and Article 80 bis of the French
tax code and tax administrative guidelines published by the French tax authorities (in particular, BOI-RSA-ES-20-10-10-20140812)
(“ French Law ”).
The French Sub Plan is applicable to Awards granted to employees of the Company’s French direct or indirect
subsidiaries and Corporate Officers (as defined below). The French Sub Plan shall also apply to employees and corporate officers of
the Company and of its non-French direct or indirect subsidiaries that have been granted Awards under the Plan if and when they
become subject to French income tax.
Solely for purposes of this French Sub Plan, any provision of the Plan or of the French Sub Plan in contradiction with
French Law shall be void and automatically replaced by the applicable provisions under French law.
Solely for purposes of this French Sub Plan, the provisions of this French Sub Plan shall take precedence over
conflicting provisions of the Plan.
2. Definitions
Except as noted below, all capitalized terms not defined herein have the same meaning as such terms in the Plan.
“ Closed Period ” means any of the following periods if the Common Stock is listed on NYSE or NASDAQ or on any
other similar regulated stock exchange as defined by French administrative guidelines BOI-RSA-ES-20-10-10-20140812, n°180 to
210: (A) twenty (20) trading days after (i) the payment of a dividend; or (ii) an increase of share capital; (B) the period of ten (10)
trading days preceding and following the disclosure to the public of the consolidated financial statements of the Company; or (C) the
period as from the date the management of the Company (including the Board members) are aware of information which could, in
the case it would be disclosed to the public, significantly impact the market price of the Shares, until ten (10) trading days after the
date such information is disclosed to the public;
“ Corporate Officers ” means the president of the board of directors ( présidentduconseild’administration), the
chief executive officer ( directeurgénéral), deputy chief executive officers ( directeursgénérauxdélégués), members of the
executive management board ( membresdudirectoire) and
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