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AUTOMATIC DATA PROCESSING, INC. 2008 OMNIBUS AWARD PLAN
PERFORMA NCE-BASED RESTRICTED STOCK UNIT A WARD AGREEMENT
AUTOMATIC DA TA PROCESSING, INC. (the “ Company ”), pursuant to the 2008 Omnibus Award Plan (the “ Plan ”), hereby irrevocably
grants you (the “ Participant ”), on [DATE] (the “ Grant Date ”), a Performance-Based Restricted Stock Unit Award (the “ PRSU Award ”) of forfeitable
performance-based restricted stock units of the Company (“ PRSUs ”), each PRSU representing the right to receive one share of the Company’s Common Stock,
par value $0.10 per share (“ Common Stock ”), subject to the restrictions, terms and conditions herein.
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
Performance-Based Restricted Stock Unit Award Agreement (this “ Agreement ”).
NOW, THEREFORE, for and in consideration of the promises and the covenants of the parties contained in this Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, and their permitted successors and
assigns, hereby agree as follows:
1. Terms and Conditions.
(a) V esting of PRSUs . Subject to the other terms and conditions contained in this A greement, the PRSUs shall vest upon the satisfaction of both
a time-based vesting condition and a performance-based vesting condition.
(1) The time-based vesting condition shall be satisfied as to [X X ]% of the PRSUs on July 1, 20[X X ], and as to the remaining [X X ]% of the PRSUs
on J uly 1, 20[X X ].
(2) The performance-based vesting condition shall be satisfied as to 100% of the PRSUs as of June 30, 20[X X ], provided that the Company has
achieved the performance metric established by the Company and separately communicated to the Participant, such achievement to be
determined by the Committee at its regularly scheduled meeting on or around August 20[X X ]; provided , however , that in the event of a Change
in Control, the performance-based vesting condition shall be deemed satisfied (as of immediately prior to such Change in Control) as to 100% of
the PRSUs.
(3) If the Participant’s employment with the Company or its Affiliates (or any successor thereto) is terminated within 24 months following a Change
in Control either (x) by the Company or its A ffiliates (or any successor thereto) without Cause (as defined in the Company’s Change in Control
Severance Plan for Corporate Officers, as amended (the “ CIC Plan ”)), or (y) by the Participant with Good Reason (as defined in the CIC Plan),
then 100% of the PRSUs granted hereunder shall vest in full as of such termination.
(4) If in connection with a Change in Control the successor company, or a parent of the successor company, in the Change in Control does not agree
to assume, replace, or substitute the PRSUs granted hereunder (as of the consummation of such Change in Control) with PRSUs on substantially
identical terms, as determined by the Committee, then the PRSUs granted hereunder shall vest in full as of immediately prior to such Change in
Control.
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