ADP 2015 Annual Report Download - page 93

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Article 14(g) of the Plan (“ DesignationandChangeofBeneficiary”) shall not be applicable to French Options.
10. Clawback/Forfeiture
Article 14(j)(ii) of the Plan (“ Governmentandotherregulations”) shall not be applicable to French Options.
Article 14(u) of the Plan shall apply to French Options only to the extent the claw back/forfeiture provided for in such
Article is not considered as a monetary sanction prohibited by Article L. 1331-2 of the French Labor Code.
11. Adjustments
Notwithstanding the provisions of Article 12 of the Plan, the French Exercise Price and the number of French Options
granted to French Eligible Employees shall not be modified once the French Options have been granted, except in cases which are
authorized or compulsory under French Law.
The French Exercise Price and the number of the Shares purchased under the French Sub Plan shall only be adjusted
upon the occurrence of the events provided for under Article L. 225-181 of the French Commercial Code. Any such adjustments
shall be made in accordance with French Law.
12. Availability of Shares
The Company shall at any time hold a number of treasury Shares in excess of the number of French Options that are
exercisable pursuant to the French Sub Plan.
13. Reporting requirements - French Subsidiaries
French Subsidiaries shall comply with the reporting requirements set forth by Article 38 septdecies of Annex III of
the French Tax Code.
In particular, before March 1 st of the year following the year of exercise of French Options by a French Participant,
the relevant French Subsidiary shall send (or cause to be sent) to the French Participant and to the French tax authorities an
individual report providing for, in particular, the Date of Grant, the Date of Exercise, the number of Shares purchased by the French
Participant, the French Exercise Price, the value of the Shares at the Date of Exercise and, if the French Exercise Price is less than
95% of the average of the closing trading prices of a Share during the twenty (20) trading days preceding the Date of Grant or of the
average purchase price of the treasury Shares held by the Company on the Date of Grant, the amount of the difference between (i)
95% of the higher of the average of the closing trading prices of a Share during the twenty (20) trading days preceding the Date of
Grant and the average purchase price of the treasury Shares held by the Company on the Date of Grant and (ii) the French Exercise
Price.
14. Effective Date - Duration of the French Sub Plan
The French Sub Plan shall be effective as of April 6, 2016 (the “ French Effective Date ”).
4