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AUTOMATIC DATA PROCESSING, INC. 2008 OMNIBUS AWARD PLAN
FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT
AUTOMATIC DATA PROCESSING, INC. (the “ Company ”), pursuant to the 2008 Omnibus Award Plan (the “ Plan ”), hereby irrevocably
grants you (“ Participant ”), on [DATE] (the “ Grant Date ”), a Performance Stock Unit Award (the “ Award ”) of forfeitable performance stock units of the
Company (“ PSUs ”), each PSU 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, Participant has been selected as a participant in the three-year performance stock unit program of the Company covering the
Company’s 20[XX], 20[XX] and 20[XX] fiscal years, as described in the letter previously provided to Participant (the “ PSU Award Letter ”); and
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 Participant, on the terms and conditions described in this Performance
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) Award . Subject to the other terms and conditions contained in this Agreement, the actual number of PSUs that are earned,
if any, pursuant to the terms and conditions of the Award will be determined by the Company (the “ Total Award ”) and shall be computed in
accordance with Section 3 below, as a percentage of the sum of (i) the Target Number of PSUs set forth in the PSU Award Letter (the “ Target
Award ”) plus (ii) any Dividend Equivalent PSUs (as defined below). The Total Award shall be a whole number of PSUs only.
(b) Performance Period; Measurement Period . Subject to the other terms and conditions contained in this Agreement, the
performance period for the Award commenced on July 1, 20[XX] and shall terminate on June 30, 20[XX] (the “ Performance Period ”). During
the Performance Period there will be three (3) separate measurement periods (each, a “ Measurement Period ”) of the Company’s performance
based on a financial metric established by the Committee and communicated to the Participant (the “ Financial Metric ”).
(c) Dividend Equivalents . Until shares of Common Stock are delivered to Participant in respect of the settlement of the
Award, at no time shall Participant be deemed for any purpose to be the owner of shares of Common Stock in connection with the Award and
Participant shall have no right to dividends in respect of the 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 (as defined below), Participant shall be credited
with an additional number of PSUs (the “ Dividend Equivalent PSUs ”) equal to (i) the quotient obtained by dividing the amount of such
dividend by the Fair Market Value (as defined in the Plan) of a share of Common Stock on such date, multiplied by (ii) the Target Award.
(d) Settlement . For Participants whose home country is the United States, subject to the other terms and conditions contained
in this Agreement, the Company shall settle the Award by causing one share of Common Stock for each PSU in the Total Award that is
outstanding (and not previously forfeited) as of the Payout Date to be registered in the name of Participant and held in book-entry form on the
Payout Date. For Participants whose home country is not the United States, subject to the other terms and conditions contained in this
Agreement, the Company shall settle the Award by the payment to the Participant in cash (without interest) of an amount equal to the Fair
Market Value of the PSUs (the U.S. dollar value of your PSUs will be converted into your local currency using the exchange rate determined by
the Company) on the Payout Date, in each case, subject to applicable withholding taxes.
2. Forfeiture of PSUs .
(a) Termination of Employment Generally . Except as otherwise determined by the Company in its sole discretion or as
provided in Section 2(b) or Section 3(d) below, all PSUs and Dividend Equivalent PSUs