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Exhibit 10.11
AUTOMATIC DATA PROCESSING, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective July 1, 2012
The Automatic Data Processing, Inc. Deferred Compensation Plan is intended to provide a select group of management or highly-
compensated employees the ability to defer certain compensation earned by such employees. This restated Plan document applies to all
deferrals made or vested under the Plan on or after January 1, 2005 that are subject to the provisions of Section 409A of the Internal Revenue
Code. All other deferrals made and vested prior to January 1, 2005 are subject to the rules in effect at the time the compensation was deferred.
It is intended that this Plan will be supplemented by annual summaries describing the Plan and participation in the Plan for the applicable Plan
Year; in the event of a conflict between the Plan and an annual summary, the terms of the Plan shall control.
ARTICLE I
DEFINITIONS
Capitalized terms used in this Plan, shall have the meanings specified below.
1.1 “ Account ” or “ Accounts ” shall mean all of the Bonus Deferral Subaccounts, Company Matching Contribution Subaccounts or
Company Stock Unit Subaccounts that are specifically provided in this Plan.
1.2 “ Affiliate ” means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the
Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term
“control” (including, with correlative meaning, the terms “controlled by” and “under common control with”),
as applied to any person or entity,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or
entity, whether through the ownership of voting or other securities, by contract or otherwise.
1.3 “ Annual Bonus Payments ” shall mean, with respect to any Eligible Employee who does not qualify as a sales associate, the
compensation earned pursuant to any annual cash incentive plan or annual cash bonus plan or program adopted by the Company; provided ,
however , that the following compensation shall not qualify as “Annual Bonus Payments” hereunder: spot bonuses, hiring bonuses, separation
payments, retention payments, or other special or extraordinary payments. Annual Bonus Payments shall only include compensation that is
contingent on the satisfaction of pre-established organizational or individual performance criteria relating to the Company’s fiscal year, and the
performance criteria in respect of which was established in writing no later than 90 days after the commencement of the performance period to
which such criteria relate.