ADP 2015 Annual Report Download - page 96

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shall be forfeited without consideration to Participant 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 due to Death, Disability or Retirement . In the event that after completion of the first Measurement Period in
the Performance Period but prior to the end of 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 June 30, 20[XX] due
to death, Disability or retirement, the Award and any rights to receive shares of Common Stock, cash and Dividend Equivalent PSUs with
respect thereto, will be forfeited without consideration.
3. Performance Determinations .
(a) Subject to the other terms and conditions contained in this Agreement, 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 Financial Metric (which may be an
absolute dollar or other value for such period, or growth percentage relative to a prior period, as the Company may determine). If Participant is
employed with the Company or its Affiliates at the completion of the Performance Period, then following completion of the Performance Period
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.
(b) If Participant’s employment with the Company or its Affiliates has terminated after the first Measurement Period within
the Performance Period but prior to the end of the Performance Period due to death or Disability, then 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, (ii) the Final Payout Percentage, and
(iii) the Pro-Rata Percentage.
(c) If Participant’s employment with the Company and its Affiliates has terminated after the first Measurement Period within
the Performance Period but prior to the end of the Performance Period due to retirement, then following completion of the Performance Period
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, (ii) the Final Payout Percentage, and (iii) the Pro-Rata Percentage.
(d) If 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 Affiliates (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 Participant with Good Reason (as defined in
the CIC Plan), then as soon as administratively feasible following such termination by the Company or its Affiliates (or any successor thereto),
the Company (or any successor thereto) 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.
(e) 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 PSUs granted hereunder (as of the consummation of such Change in Control) with
PSUs on substantially identical terms, as determined by the Committee, then as of immediately prior to such Change in Control, 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.
(f) For purposes of this Agreement:
(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