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Exhibit 10.33
AUTOMATIC DATA PROCESSING, INC. 2008 OMNIBUS AWARD PLAN
FORM OF DEFERRED STOCK UNIT AWARD AGREEMENT
AUTOMATIC DATA PROCESSING, INC. (the “Company”), pursuant to the 2008 Omnibus Award Plan (the “ Plan ”),
hereby irrevocably
grants you (the “ Participant ”), on XXXX XX, 20__, a forfeitable deferred stock unit award (the “ Deferred Stock Unit Award ”), subject to
the restrictions, terms and conditions herein.
WHEREAS, the Participant is a participant in the one-year performance-based restricted stock program of the Company for the Company’s
20__ fiscal year (the “ PBRS Program ”);
WHEREAS, the Participant has previously elected to defer all or a portion of the award of common stock, par value $0.10 per share, of the
Company (that would otherwise have been deliverable on the date hereof in respect of the PBRS Program) pursuant to the terms of the
Automatic Data Processing, Inc. Deferred Compensation Plan (the “ Deferred Compensation Plan ”); and
WHEREAS, the Compensation Committee (the “ Committee ”) of the Board of Directors of the Company has determined that it would be
in the best interests of the Company and its stockholders to grant the award provided for herein to the Participant, on the terms and conditions
described in this Deferred Stock Unit Award agreement (this “ Agreement ”).
NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns,
hereby agree as follows:
1. Terms and Conditions.
(a) Credit to Deferred Compensation Plan . In accordance with the Deferred Compensation Plan, the Company shall credit the Participant
with the number of Company stock units equal to the number of shares of common stock of the Company earned by the Participant under the
PBRS Program and which the Participant previously elected to defer under the Deferred Compensation Plan.
(b) Vesting . Subject to the Deferred Compensation Plan and the other terms and conditions contained in this Agreement, the restricted
period with respect to your Deferred Stock Unit Award shall lapse on XXXX XX, 20__.
(c) Settlement; Dividend Equivalents . The Deferred Stock Unit Award shall be settled at such time and in such manner as provided in
accordance with the election made by the Participant and pursuant to the terms of the Deferred Compensation Plan, and any shares of common
stock of the Company in respect thereof shall be deemed issued under the Plan. Until shares of common stock of the Company are delivered to
the Participant in respect of the settlement of the Deferred Stock Unit Award, at no time shall the Participant be deemed for any purpose to be
the owner of shares of common stock of the Company in connection with the Deferred Stock Unit Award and the Participant shall have no
right to dividends in respect of the Deferred Stock Unit Award. However, the Participant shall be entitled to receive dividend equivalents in
respect of the Company stock units credited to the Participant’s account in accordance with the terms of the Deferred Compensation Plan.
(d) Book Entry . The Committee shall cause the shares of common stock of the Company (issuable in respect of the Deferred Stock Unit
Award that vests pursuant to Section 1(b) and become deliverable in accordance with the Deferred Compensation Plan and the Participant’s
deferral election) to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions.
(e) Forfeiture . Except as otherwise determined by the Committee in its sole discretion, the unvested Deferred Stock Unit Award shall be
forfeited without consideration to the Participant upon the Participant’s termination of employment with the Company or its Affiliates for any
reason (and the Participant shall forfeit any rights to receive any shares of common stock of the Company in respect of the Deferred Stock Unit
Award under the Plan or the Deferred Compensation Plan). In accordance with the Deferred Compensation Plan, the Participant shall not
forfeit any dividend equivalents accumulated in respect a forfeited Deferred Stock Unit Award.