ADP 2013 Annual Report Download - page 94

upon Participant's termination of employment with the Company or its Affiliates for any reason (and Participant shall forfeit any rights to receive
shares of Common Stock or cash in respect of the Award).
(b) Termination After XXXX XX, 20XX due to Death, Disability or Retirement
. In the event that after completion of the first
Measurement Period in the Performance Period, Participant's employment with the Company is terminated due to death, Disability (as defined in
the Plan) or retirement (defined for purposes of this Agreement as voluntary termination of employment at or after age 65, or age 55 with 10
years of service with the Company or its Affiliates), Participant shall be entitled to receive a pro
-
rata portion of the Award determined in
accordance with Section 3. For the avoidance of doubt, if a Participant's employment is terminated prior to XXXX XX, 20XX, the Award and
any rights to receive shares of Common Stock, cash and Dividend Equivalent PSUs with respect thereto, will be forfeited without consideration.
(a)
Prior to or during each Measurement Period, the Company will adopt a schedule setting forth for such Measurement Period
potential ranges of the Company's EPS growth relative to the prior fiscal year's EPS. Following completion of the Performance Period (or, if
Participant's employment has terminated after the first Measurement Period within the Performance Period due to death or Disability, as soon as
administratively feasible (in the Committee's sole discretion) following such termination), the Company will determine the Total Award,
calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus any Dividend Equivalent
PSUs and (ii) the Final Payout Percentage; provided
, that if Participant's employment has terminated in the manner described in Section 2(b),
the Total Award shall be calculated as the number (rounded down to the nearest whole PSU) equal to the product of (i) the Target Award plus
any Dividend Equivalent PSUs, (ii) the Final Payout Percentage, and (iii) the Pro-Rata Percentage.
(b) For purposes of this Agreement:
3. Performance Determinations
.
(i) “ Final Payout Percentage ”
is a number, expressed as a percentage, equal to the sum of each Yearly Performance
Percentage during the Performance Period, divided by 3; provided , however
, that if the Company's total shareholder
return (“ TSR ”)
for the Performance Period is not positive, then the Final Payout Percentage shall not exceed 100%
(the “ TSR Cap ”); provided , further
, that the TSR Cap shall not apply to any Participant whose employment
terminates due to death or Disability prior to completion of the Performance Period.
(ii) “ Payout Date ”
shall be:
•
XXXX XX, 20XX or as soon as administratively feasible (but not later than 60 days) thereafter if Participant
remains employed with the Company or its Affiliates until the end of the Performance Period;
•
XXXX XX, 20XX or as soon as administratively feasible (but not later than 60 days) thereafter if Participant's
employment with the Company and its Affiliates terminates due to retirement after completion of the first
Measurement Period in the Performance Period; provided that
if Participant subsequently dies or becomes
Disabled during the Performance Period, the Payout Date shall be as soon as administratively feasible (but not
later than 60 days) after Participant's termination death or Disability; and
•
as soon as administratively feasible (but not later than 60 days) after termination of employment if Participant's
employment with the Company and its Affiliates terminates due to death or Disability after completion of the
first Measurement Period in the Performance Period.
(iii) “ Pro-Rata Percentage ”
is a number, expressed as a percentage, equal to the quotient of (i) the number of completed
months from XXXX XX, 20XX until the earlier of the date of Participant's termination of employment or completion
of the Performance Period, divided by (ii) 36.
(iv) “ Yearly Performance Percentage ”
is a number, expressed as a percentage, determined by the Company using straight
line interpolation between the low and high of the EPS growth range for each Measurement Period based upon the
Company's actual EPS growth for such Measurement Period; provided
, that if Participant's employment with the
Company and its Affiliates terminates due to death or Disability after completion of the first Measurement Period in
the Performance Period, the Yearly Performance Percentage will be deemed to be 100% for each Measurement Period
in the Performance Period not completed prior to Participant's termination of employment; provided , further
, that if
Participant's employment with the Company and its Affiliates terminates due to retirement after completion of the
first Measurement Period in the Performance Period and Participant subsequently dies or becomes Disabled prior to
completion of the Performance Period, the Yearly Performance Percentage will be deemed to be 100% for each
Measurement Period in the Performance Period not completed prior to Participant's death or Disability.
(c)
All determinations with respect to the Award or this Agreement by the Company or Committee, including, without limitation,
determinations of EPS, EPS growth, TSR, Yearly Performance Percentage and Pro-
Rata Percentage, and timing of settlements,
shall be within the Company's absolute discretion and shall be final, binding and conclusive on Participant.
4. Restrictive Covenant; Clawback; Incorporation by Reference
.