ADP 2015 Annual Report Download - page 105

connection with the PRSU Award; 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 Vesting 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 Vesting 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 Vesting 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[XX], if the performance-based vesting condition is not been
achieved.
2. Restrictive Covenant Agreement; Clawback; Incorporation by Reference .
(a) Restrictive Covenant Agreement . This PRSU Award is conditioned upon the Participant’s agreement to the Restrictive Covenant Agreement
furnished herewith and which includes, among other provisions, certain non-competition, non-solicitation and non-disclosure covenants. If Participant does not
agree (whether electronically or otherwise) to the Restrictive Covenant Agreement within ninety (90) days from the date of this PRSU Award, 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 Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation
or non-disclosure covenant or agreement (including the Restrictive Covenant Agreement furnished herewith) 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 Value, 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 subject to the terms and conditions of any Company clawback/forfeiture
policy as in effect from time to time to which the Participant is subject.
(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. In the event of any inconsistency between this Agreement and the terms of the CIC Plan that would otherwise apply
to the PRSUs herein granted, the terms of this Agreement shall control. For the avoidance of doubt: (1) the terms of Section 1.2 of the CIC Plan shall not apply to
the PRSUs granted under this Agreement, and (2) any acceleration of vesting of the PRSUs herein granted shall be deemed to be accelerated under the terms of the
CIC Plan for purposes of Section 1.3 of the CIC Plan.
3. Compliance with Legal Requirements . The granting and delivery of the PRSU 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 . Until it has fully vested in accordance with Section 1, no PRSU may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the 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 any 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