ADP 2012 Annual Report Download - page 118

2. Restrictive Covenant; Clawback; Incorporation by Reference .
(a) Restrictive Covenant . The effectiveness of the Deferred Stock Unit Award granted hereunder is conditioned upon (i) the Participant
having executed and delivered a restrictive covenant to the Company in connection with any previous grant by the Company of any restricted
stock or deferred stock units, or (ii) the execution and delivery by the Participant within six months from the date of this Deferred Stock Unit
Award of the restrictive covenant furnished herewith. If the Company does not receive the signed (whether electronically or otherwise)
restrictive covenant within such six-month period, this Deferred Stock Unit Award shall be terminable by the Company.
(b) Clawback/Forfeiture . Notwithstanding anything to the contrary contained herein, the Deferred Stock Unit Award may be forfeited
without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with
or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial
restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any
Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or
agreement between the Participant and the Company or any Affiliate. If the Participant engages in any activity referred to in the preceding
sentence, the Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the shares of common stock of the
Company delivered in respect of the Deferred Stock Unit Award (which gain shall be deemed to be an amount equal to the Fair Market Value
on the date on which such shares were delivered to the Participant), and repay such amount to the Company.
(c) Incorporation by Reference, Etc . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly
set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise
defined in this Agreement shall have the definitions set forth in the Plan.
3. Compliance with Legal Requirements . The granting and delivery of the Deferred Stock Unit Award, and any other obligations of the
Company under this Agreement, shall be subject to all applicable federal, state, local and foreign laws, rules and regulations and to such
approvals by any regulatory or governmental agency as may be required.
4. Transferability . The Deferred Stock Unit Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate.
5. Miscellaneous .
(a) Waiver . Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right
hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for
its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver
of any other breach or a waiver of the continuation of the same breach.
(b) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by
law.
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