ADP 2014 Annual Report Download - page 90

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(b) Settlement . Subject to the other terms and conditions contained in this Agreement, the Company shall settle the PRSU Award by causing
one share of Common Stock for each PRSU that is outstanding (and not previously forfeited) as of the Payout Date (as defined below) to be registered in the name
of Participant and held in book-entry form on the Payout Date. As used herein, “ Payout Date ” shall mean, (w) with respect to the portion of the PRSU Award that
vests on July 1, 20[X X ], as soon as administratively feasible (but not later than 60 days) thereafter, (x) with respect to the portion of the PRSU Award that vests on
July 1, 20[X X ], as soon as administratively feasible (but not later than 60 days) thereafter, (y) if Section 1(a)(3) applies, as soon as administratively feasible (but
not later than 60 days) after termination of employment, and (z) if Section 1(a)(4) applies, immediately prior to the Change in Control.
(c) Dividend Equivalents . Until shares of Common Stock are delivered to the Participant in respect of the settlement of the PRSU Award, at no
time shall the Participant be deemed for any purpose to be the owner of shares of Common Stock in connection with the PRSU A ward; provided , however , that
each time the Company pays a dividend with respect to a share of Common Stock during the period from the Grant Date to the Payout Date, the Participant shall be
credited with or paid a cash amount equal to the product of (i) the number of PRSUs then outstanding hereunder multiplied by (ii) the per-share dividend payable
to holders of record of the Common Stock (the “ Dividend Equivalent Amount ”), as follows: (x) with respect to each such dividend payable on or prior to the date
on which the performance-based vesting condition is satisfied or deemed satisfied (the “ Performance V esting Date ”), the Participant shall be credited with the
applicable Dividend Equivalent Amount to be paid, without interest, as soon as administratively feasible (but not later than 60 days) after the Performance V esting
Date, or if either Section 1(a)(3) or Section 1(a)(4) applies, the Payout Date, if earlier, and (y) with respect to each such dividend payable after the Performance
V esting Date, the Participant shall be paid the Dividend Equivalent Amount on the same date on which such dividend is payable to the Company’s shareholders.
(d) Forfeiture of PRSUs . Except as otherwise determined by the Committee in its sole discretion or as set forth in this Section 1, unvested
PRSUs (i.e., PRSUs as to which either or both of the vesting conditions have not been satisfied), and any associated unpaid Dividend Equivalent Payments, shall
be forfeited without consideration to the Participant upon the Participant’s termination of employment with the Company or its Affiliates for any reason. For the
avoidance of doubt, all PRSUs and Dividend Equivalent Payments shall be forfeited as of June 30, 20[X X ], if the performance-based vesting condition is not been
achieved.
2. Restrictive Covenant; Clawback; Incorporation by Reference .
(a) Restrictive Covenant . The effectiveness of the PRSU Award granted hereunder is conditioned upon the execution and delivery by the Participant
within ninety (90) days from the date of this PRSU Award of the restrictive covenant furnished herewith. If the Company does not receive the signed (whether
electronically or otherwise) restrictive covenant within such ninety (90) day period, this PRSU Award shall be terminable by the Company.
(b) Clawback/Forfeiture . Notwithstanding anything to the contrary contained herein, the PRSUs 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 A ffiliate 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 PRSUs (which gain shall be deemed to
be an amount equal to the Fair Market V alue, on the applicable Payout Date of the shares of Common Stock delivered to the Participant plus the amount of any
Dividend Equivalent Payments), and repay such gain to the Company. In addition to the foregoing, the PRSUs (and any gain realized in respect thereof) shall in all
respects be
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