ADP 2012 Annual Report Download - page 105

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1.32 “ Qualifying Sales Bonuses ”
shall mean, with respect to any Eligible Employee who qualifies as a sales associate and (i) receives sales
bonuses on a quarterly basis, the bonus paid to such person in respect of such person’s performance for the Company’s fourth fiscal quarter in
any Plan Year or (ii) receives sales bonuses on a monthly basis, the bonus paid to such person in respect of such person’s performance for the
last month in any Plan Year.
1.33 “ Scheduled Distribution Date ” shall mean, as applicable, the In-
Service Distribution Date or the Separation from Service Distribution
Date
1.34 “ Separation from Service ” shall mean that the employment or service provider relationship with the Company and any entity that is
to be treated as a single employer with the Company for purposes of Treasury Regulations Section 1.409A-1(h) (the “ Single Employer ”)
terminates such that the facts and circumstances indicate it is reasonably anticipated that no further services will be performed or that the level
of bona fide services the Participant would perform after the termination (whether as an employee or as an independent contractor) would
permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding 36-month period (or the full period of services to the Single Employer if the
Participant has been providing services to the Single Employer less than 36 months).
1.35 “ Separation from Service Distribution Date ” shall mean, in the case of a distribution on account of a Separation from Service, the
seventh month following the month in which the Separation from Service occurs.
1.36 “ Unforeseeable Emergency ” shall mean a severe unforeseeable financial hardship as defined in Section 409A and the regulations
thereunder, including a severe financial hardship resulting from (i) an illness or accident of the Participant, the Participant’s spouse, the
Participant’s designated Beneficiary, or the Participant’
s dependent (as defined in Section 152 of the Code, without regard to section 152(b)(1),
(b)(2), and (d)(1)(B)), (ii) the loss of the Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the Participant’s control.
ARTICLE II
ELIGIBILITY FOR PARTICIPATION
2.1 Determination of Eligible Employee . With respect to all Plan Years commencing on or after July 1, 2011, Eligible Employees (with
respect to both Annual Incentive Amounts and PBRS Awards) shall consist of all employees of the Company (or of any subsidiary that is
incorporated in any State in the United States of America), determined as of July 1 of each Plan Year, that are (x) in executive letter grade
positions, and (y) eligible to receive compensation pursuant to an annual cash incentive plan, or annual cash bonus plan or program; provided ,
however , that any employee whose home country is not the United States of America shall not be considered an Eligible Employee hereunder.
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