ADP 2015 Annual Report Download - page 98

(b) Clawback/Forfeiture . Notwithstanding anything to the contrary contained herein, the PSUs may be forfeited without
consideration if 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 Participant and the Company or any Affiliate. If Participant engages in any
activity referred to in the preceding sentence, Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the
PSUs (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 or cash delivered to Participant under this Award), and repay such gain to the Company.
(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 PSUs herein granted, the terms of this Agreement shall control.
5. Compliance with Legal Requirements . The granting and delivery of the 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.
6. Transferability . No PSUs may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a 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 an Affiliate.
7. 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 respect to any subsequent
occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to
constitute a waiver of any other breach or a waiver of the continuation of the same breach.
(b) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable to the
extent permitted by law.
(c) No Right to Employment . Nothing contained in this Agreement shall be construed as giving Participant any right to be
retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the
right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge Participant with or without cause
at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-will
term of employment will not change.
(d) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and
assigns, Participant and Participant’s beneficiaries, executors, administrators, heirs and successors.
(e) Entire Agreement . This Agreement, the Plan and the Restrictive Covenant Agreement contain the entire agreement and
understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations
and negotiations in respect thereto; provided, however, that the Participant understands that Participant may have an existing agreement(s) with
the Company, through prior awards, acquisition of a prior employer or otherwise, that may include the same or similar covenants as those in
Restrictive Covenant Agreement furnished herewith, and acknowledges that the Restrictive Covenant Agreement is meant to supplement any
such agreement(s) such that the covenants in the agreements that provide the Company with the greatest protection enforceable under applicable
law shall control, and that the parties do not intend to create any ambiguity or conflict through the execution of the Restrictive Covenant
Agreement that