ADP 2008 Annual Report Download - page 83

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EXHIBIT 10.4
AMENDED AND RESTATED
SUPPLEMENTAL OFFICERS RETIREMENT PLAN
The purpose of this Amended and Restated Supplemental Officers Retirement Plan (the “Plan”) is to provide an additional means by which
AUTOMATIC DATA PROCESSING, INC. may attract, retain and encourage the productive efforts of a select group of corporate vice
presidents and more senior corporate officers who provide valuable services to AUTOMATIC DATA PROCESSING, INC. and its
subsidiaries. The Plan provides supplemental retirement benefits to qualifying participants. The Plan is hereby amended and restated in its
entirety effective August 14, 2008 to, among other things, reflect certain design changes and to comply with Section 409A of the Code.
The Plan reads as follows:
ARTICLE I
DEFINITIONS
The following terms when used in this Plan shall have the designated meaning, unless a different meaning is clearly required by the
context.
1.1 62nd Birthday. Means the date which is the first day of the calendar month coincident with or next following the Participant’ s 62nd
birthday.
1.2 Annual Plan Benefit. Subject to the limitations set forth in Section 3.1(c), the Annual Plan Benefit shall be (i) for Grandfathered
Participants, the annual amount of a Participant’ s Plan benefit calculated in accordance with the provisions of Section 3.1(a) and (ii) for Non-
Grandfathered Participants, the annual amount of a Participant’ s Plan benefit calculated in accordance with the provisions of Section 3.1(b), as
applicable.
1.3 Committee. Three board members or senior officers of the Corporation appointed from time to time by the Board of Directors of the
Company.
1.4 Board. The Board of Directors of the Company.
1.5 Code. The Internal Revenue Code of 1986, as amended.
1.6 Company. Automatic Data Processing, Inc. (“ADP”) and its subsidiaries, and ADP’ s successors.
1.7 Disability. “Disability” shall have the same meaning, and shall be determined in the same manner, as it is determined under the
Company’ s Long Term Disability Insurance Program as in effect on the date the Disability begins; provided, however, that a Participant shall
not have a Disability for purposes of the Plan unless the Participant is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or the Participant is, by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits
for a period of not less than 3 months under an accident and health plan covering the Company’ s employees.
1.8 Early Retirement Benefit. Means an amount equal to the Participant’ s Annual Plan Benefit, as reduced in accordance with the terms
of Section 3.3(b).