ADP 2015 Annual Report Download - page 97

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Payout Percentage shall not exceed 100% (the “ TSR Cap ”); provided , further , that the TSR Cap shall not apply to any Participant
whose employment terminates due to death or Disability prior to completion of the Performance Period or if a Change of Control
occurs prior to the completion of the Performance Period.
(ii) “ Payout Date ” shall be:
• September 20[XX] or as soon as administratively feasible (but not later than 60 days) thereafter if Participant remains employed
with the Company or its Affiliates until the end of the Performance Period;
• September 20[XX] or as soon as administratively feasible (but not later than 60 days) thereafter if Participant’s employment with
the Company and its Affiliates terminates due to retirement after completion of the first Measurement Period in the Performance
Period but prior to the end of the Performance Period; provided that if Participant subsequently dies or becomes Disabled during
the Performance Period, the Payout Date shall be as soon as administratively feasible (but not later than 60 days) after Participant’s
death or Disability;
• as soon as administratively feasible (but not later than 60 days) after termination of employment if Participant’s employment with
the Company and its Affiliates terminates due to death or Disability after completion of the first Measurement Period in the
Performance Period but prior to the end of the Performance Period, or if Section 3(d) applies; and
• immediately prior to the Change in Control if Section 3(e) applies.
(iii) “ Pro-Rata Percentage ” is a number, expressed as a percentage, equal to the quotient of (i) the number of completed months from July
1, 20[XX] until the date of Participant’s termination of employment, divided by (ii) 36.
(iv) “ Yearly Performance Percentage ” is a number, expressed as a percentage, determined by the Company using straight line interpolation
between the low and high of the Financial Metric range (whether a dollar or other value, or a growth percentage) for each Measurement
Period, based upon the Company’s actual performance with respect to such Financial Metric for such Measurement Period; provided ,
that if Participant’s employment with the Company and its Affiliates terminates due to death or Disability after completion of the first
Measurement Period in the Performance Period but prior to the end of the Performance Period, the Yearly Performance Percentage will
be deemed to be 100% for each Measurement Period in the Performance Period not completed prior to Participant’s termination of
employment; provided , further , that if Participant’s employment with the Company and its Affiliates terminates due to retirement after
completion of the first Measurement Period in the Performance Period and Participant subsequently dies or becomes Disabled prior to
completion of the Performance Period, the Yearly Performance Percentage will be deemed to be 100% for each Measurement Period in
the Performance Period not completed prior to Participant’s death or Disability; provided , further , that in the event of a Change in
Control, then the Yearly Performance Percentage will be deemed to be 100% for each Measurement Period in the Performance Period
not completed prior to such Change in Control.
(g) All determinations with respect to the Award or this Agreement by the Company or Committee, including, without
limitation, determinations of the Financial Metric amount for any Measurement Period, the Financial Metric growth relative to a prior period,
TSR, Yearly Performance Percentage and Pro-Rata Percentage, and timing of settlements, shall be within the Company’s absolute discretion and
shall be final, binding and conclusive on Participant.
4. Restrictive Covenant Agreement; Clawback; Incorporation by Reference .
(a) Restrictive Covenant Agreement . This 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 Award, this Award shall be terminable by the Company.