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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedules, and Exhibits
1. Financial Statements
See Financial Statements and Supplementary Data Table of Contents at page 31.
2. Financial Statement Schedules
Financial statement schedules required to be filed by Item 8 of this Form 10-K include Schedule II — Valuation
and Qualifying Accounts. See Financial Statements and Supplementary Data Table of Contents at page 31. All
other schedules are omitted as the required matter is not present, the amounts are not significant, or the
information is shown in the financial statements or the notes thereto.
3. Exhibits
(3)(a) Restated Certificate of Incorporation, incorporated herein by reference from Exhibit 3(a) to the
Company’s Form 10-K filed with the Commission on July 20, 2004.
(3)(b) Bylaws, as amended, incorporated herein by reference from Exhibit 3(b) to the Company’s
Form 10-K filed with the Commission on July 21, 2006.
# (10.1) Paychex, Inc. 1998 Stock Incentive Plan, incorporated herein by reference from Exhibit 4.1 to the
Company’s Registration Statement on Form S-8, No. 333-65191.
# (10.2) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 13, 2010),
incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on
Form S-8, No. 333-170871.
# (10.3) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12,
2005) Award Agreement for Non-Qualified Stock Options, incorporated herein by reference
from Exhibit 10.3 to the Company’s Form 8-K filed with the Commission on October 17, 2005.
# (10.4) Paychex, Inc. Non-Qualified Stock Option Agreement, incorporated herein by reference from
Exhibit 4.1 to the Company’s Registration Statement on Form S-8, No. 333-129571.
# (10.5) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) 2008
Master Restricted Stock Award Agreement, incorporated herein by reference from Exhibit 10.2 to
the Company’s Form 8-K filed with the Commission on July 18, 2007.
# (10.6) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12,
2005) Restricted Stock Award Agreement, incorporated herein by reference from Exhibit 10.3
to the Company’s Form 8-K filed with the Commission on July 18, 2007.
# (10.7) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) 2007
Master Restricted Stock Unit Award Agreement, incorporated herein by reference from
Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on September 26, 2007.
# (10.8) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12,
2005) Restricted Stock Award Agreement, incorporated herein by reference from Exhibit 10.1
to the Company’s Form 8-K filed with the Commission on July 16, 2008.
# (10.9) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form
of Non-Qualified Stock Option Award Agreement, incorporated herein by reference from
Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on July 16, 2008.
# (10.10) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form
of Restricted Stock Unit Award Agreement, incorporated herein by reference from Exhibit 10(n) to
the Company’s Form 10-K filed with the Commission on July 18, 2008.
# (10.11) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form
of Restricted Stock Unit (Cliff Vest) Award Agreement, incorporated herein by reference from
Exhibit 10(o) to the Company’s Form 10-K filed with the Commission on July 18, 2008.
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