{"id":38741,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-automatic-data-processing-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-automatic-data-processing-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-automatic-data-processing-inc.html","title":{"rendered":"Deferred Compensation Plan – Automatic Data Processing Inc."},"content":{"rendered":"

AUTOMATIC DATA PROCESSING, INC.<\/strong><\/p>\n

DEFERRED COMPENSATION PLAN<\/strong><\/p>\n

As Restated Effective July 1, 2010<\/strong><\/p>\n

The Automatic Data Processing, Inc. Deferred Compensation Plan is intended to
\nprovide a select group of management or highly-compensated employees the ability
\nto defer certain compensation earned by such employees. This restated Plan
\ndocument applies to all deferrals made or vested under the Plan on or after
\nJanuary 1, 2005 that are subject to the provisions of Section 409A of the
\nInternal Revenue Code. All other deferrals made and vested prior to January 1,
\n2005 are subject to the rules in effect at the time the compensation was
\ndeferred. It is intended that this Plan will be supplemented by annual summaries
\ndescribing the Plan and participation in the Plan for the applicable Plan Year;
\nin the event of a conflict between the Plan and an annual summary, the terms of
\nthe Plan shall control.<\/p>\n

ARTICLE I
\nDEFINITIONS<\/strong><\/p>\n

Capitalized terms used in this Plan, shall have the meanings specified below.\n<\/p>\n

1.1 “Account<\/u>” or “Accounts<\/u>” shall mean all of the Bonus
\nDeferral Subaccounts or Company Matching Contribution Subaccounts that are
\nspecifically provided in this Plan.<\/p>\n

1.2 “Affiliate<\/u>” means (i) any person or entity that directly or
\nindirectly controls, is controlled by or is under common control with the
\nCompany and\/or (ii) to the extent provided by the Committee, any person or
\nentity in which the Company has a significant interest. The term “control”
\n(including, with correlative meaning, the terms “controlled by” and “under
\ncommon control with”), as applied to any person or entity, means the possession,
\ndirectly or indirectly, of the power to direct or cause the direction of the
\nmanagement and policies of such person or entity, whether through the ownership
\nof voting or other securities, by contract or otherwise.<\/p>\n

1.3 “Annual Bonus Payments<\/u>” shall mean, with respect to any Eligible
\nEmployee who does not qualify as a sales associate, the compensation earned
\npursuant to any annual cash incentive plan or annual cash bonus plan or program
\nadopted by the Company; provided<\/u>, however<\/u>, that the following
\ncompensation shall not qualify as “Annual Bonus Payments” hereunder: spot
\nbonuses, hiring bonuses, separation payments, retention payments, or other
\nspecial or extraordinary payments. Annual Bonus Payments shall only include
\ncompensation that is contingent on the satisfaction of pre-established
\norganizational or individual performance criteria relating to the Company’s
\nfiscal year, and the performance criteria in respect of which was established in
\nwriting no later than 90 days after the commencement of the performance period
\nto which such criteria relate.<\/p>\n

\n<\/p>\n

1.4 “Annual Incentive Amounts<\/u>” shall mean, as applicable, Annual Bonus
\nPayments and Qualifying Sales Bonuses.<\/p>\n

1.5 “Beneficiary<\/u>” or “Beneficiaries<\/u>” shall mean the person or
\npersons designated in writing by a Participant in accordance with procedures
\nestablished by the Committee or the Plan Administrator to receive the benefits
\nspecified hereunder in the event of the Participant’s death. No Beneficiary
\ndesignation shall become effective until it is filed with the Committee or the
\nPlan Administrator. If there is no such designation or if there is no surviving
\ndesignated Beneficiary, then the Participant’s surviving spouse shall be the
\nBeneficiary. If there is no surviving spouse to receive any benefits payable in
\naccordance with the preceding sentence, the duly appointed and currently acting
\npersonal representative of the Participant’s estate (which shall include either
\nthe Participant’s probate estate or living trust) shall be the Beneficiary.<\/p>\n

1.6 “Board of Directo<\/u>rs” or “Board<\/u>” shall mean the Board of
\nDirectors of Automatic Data Processing, Inc.<\/p>\n

1.7 “Bonus Deferral Subaccount<\/u>” shall mean the bookkeeping account
\nmaintained by the Company or the Plan Administrator for each Participant that is
\ncredited with amounts equal to (i) the portion of the Participant’s Annual
\nIncentive Amounts that he or she elects to defer, and (ii) earnings and losses
\n(based on the Investment Rate) attributable thereto.<\/p>\n

1.8 “Code<\/u>” shall mean the Internal Revenue Code of 1986, as amended.
\nReference in the Plan to any section of the Code shall be deemed to include any
\nregulations or other interpretative guidance under such section, and any
\namendments or successor provisions to such section, regulations or guidance.\n<\/p>\n

1.9 “Committee<\/u>” shall mean a committee as the Compensation Committee
\nmay appoint to administer the Plan or, if no such committee has been appointed
\nby the Compensation Committee, then it shall be the Compensation Committee. As
\nof the effective date of this Plan, the Committee shall consist of those persons
\noccupying the positions of Vice President, Human Resources and General Counsel
\nof the Company.<\/p>\n

1.10 “Company<\/u>” shall mean Automatic Data Processing, Inc., a Delaware
\ncorporation.<\/p>\n

1.11 “Company Matching Contribution<\/u>” shall mean the amount, if any,
\ncontributed by the Company for a Participant with respect to a Plan Year under
\nSection 4.2.<\/p>\n

1.12 “Company Matching Contribution Subaccount<\/u>” shall mean the
\nbookkeeping account maintained by the Company or the Plan Administrator for each
\nParticipant that is credited with an amount equal to (i) the Company Matching
\nContribution, if any, and (ii) earnings and losses (based on the Investment
\nRate) attributable thereto.<\/p>\n

2<\/p>\n

\n<\/p>\n

1.13 “Compensation Committee<\/u>” shall mean the Compensation Committee of
\nthe Board.<\/p>\n

1.14 “Disability<\/u>” shall mean a circumstance where the Company shall
\nhave cause to terminate a Participant’s employment or service on account of
\n“disability,” as defined in any then-existing employment, consulting or other
\nsimilar agreement between the Participant and the Company or, in the absence of
\nsuch an employment, consulting or other similar agreement, a condition entitling
\nthe Participant to receive benefits under a long-term disability plan of the
\nCompany, or, in the absence of such a plan, as determined by the Committee based
\nupon medical evidence acceptable to it; provided<\/u>, however<\/u>, that a
\nParticipant shall not have a Disability for purposes of the Plan unless the
\nParticipant is unable to engage in any substantial gainful activity by reason of
\nany medically determinable physical or mental impairment which can be expected
\nto result in death or can be expected to last for a continuous period of not
\nless than 12 months, or the Participant is, by reason of any medically
\ndeterminable physical or mental impairment which can be expected to result in
\ndeath or can be expected to last for a continuous period of not less than 12
\nmonths, receiving income replacement benefits for a period of not less than 3
\nmonths under an accident and health plan covering the Company’s employees.<\/p>\n

1.15 “Distributable Amount<\/u>” shall mean the vested balance in a
\nParticipant’s Accounts subject to distribution in a given Plan Year.<\/p>\n

1.16 “Eligible Employee<\/u>” shall mean those employees selected by the
\nCommittee in accordance with the procedures set forth in Article II.<\/p>\n

1.17 “Enrollment Period<\/u>” shall mean a period of time, as determined by
\nthe Committee with respect to each Plan Year, ending no later than the December
\n31 preceding the end of the performance period with respect to which the Annual
\nIncentive Amounts for such Plan Years relate; provided<\/u>, however<\/u>,
\nthat if the relevant performance period does not end on June 30, the enrollment
\nperiod shall end at least six months before the conclusion of the applicable
\nperformance period.<\/p>\n

1.18 “ERISA<\/u>” shall mean the Employee Retirement Income Security Act of
\n1974, as amended.<\/p>\n

1.19 “Exchange Act<\/u>” means the Securities Exchange Act of 1934, as
\namended, and any successor thereto. Reference in the Plan to any section of (or
\nrule promulgated under) the Exchange Act shall be deemed to include any rules,
\nregulations or other interpretative guidance under such section or rule, and any
\namendments or successor provisions to such section, rules, regulations or
\nguidance.<\/p>\n

1.20 “Fund<\/u>” or “Funds<\/u>” shall mean one or more of the investment
\nfunds selected by the Committee, or its designee, to which Participants may
\nelect to make deemed investments pursuant to Section 3.3.<\/p>\n

1.21 “In-Service Distribution Date<\/u>” shall mean, in the case of a
\ndistribution to be made while the Participant is still employed by the Company,
\nthe month of September of the Plan Year elected by the Participant.<\/p>\n

3<\/p>\n

\n<\/p>\n

1.22 “Investment Rate<\/u>” shall mean, (i) for each Fund with a fixed rate
\nof return, the annual interest rate applicable to such Fund, as determined by
\nthe Committee from time to time, and (ii) for any Fund that does not have a
\nfixed rate of return, any appreciation or depreciation in the value of the
\ninvestment in which the Participant is deemed invested.<\/p>\n

1.23 “Participant<\/u>” shall mean any Eligible Employee who becomes a
\nParticipant in this Plan in accordance with Article II.<\/p>\n

1.24 “Plan<\/u>” shall mean this Automatic Data Processing, Inc. Deferred
\nCompensation Plan.<\/p>\n

1.25 “Plan Administrator<\/u>” shall mean, if applicable, any record keeper
\nappointed by the Company (which may include an Affiliate of the Company ) to
\nperform administrative and other functions associated with the Plan.<\/p>\n

1.26 “Plan Year<\/u>” shall mean the Company’s fiscal year, which runs from
\nJuly 1 to June 30.<\/p>\n

1.27 “Qualifying Sales Bonuses<\/u>” shall mean, with respect to any
\nEligible Employee who qualifies as a sales associate and (i) receives sales
\nbonuses on a quarterly basis, the bonus paid to such person in respect of such
\nperson’s performance for the Company’s fourth fiscal quarter in any Plan Year or
\n(ii) receives sales bonuses on a monthly basis, the bonus paid to such person in
\nrespect of such person’s performance for the last month in any Plan Year.<\/p>\n

1.28 “Scheduled Distribution Date<\/u>” shall mean, as applicable, the
\nIn-Service Distribution Date or the Separation from Service Distribution Date\n<\/p>\n

1.29 “Separation from Service<\/u>” shall mean that the employment or
\nservice provider relationship with the Company and any entity that is to be
\ntreated as a single employer with the Company for purposes of Treasury
\nRegulations Section 1.409A-1(h) (the “Single Employer<\/u>“) terminates such
\nthat the facts and circumstances indicate it is reasonably anticipated that no
\nfurther services will be performed or that the level of bona fide services the
\nParticipant would perform after the termination (whether as an employee or as an
\nindependent contractor) would permanently decrease to no more than 20 percent of
\nthe average level of bona fide services performed (whether as an employee or an
\nindependent contractor) over the immediately preceding 36-month period (or the
\nfull period of services to the Single Employer if the Participant has been
\nproviding services to the Single Employer less than 36 months).<\/p>\n

1.30 “Separation from Service Distribution Date<\/u>” shall mean, in the
\ncase of a distribution on account of a Separation from Service, the seventh
\nmonth following the month in which the Separation from Service occurs.<\/p>\n

4<\/p>\n

\n<\/p>\n

1.31 “Unforeseeable Emergency<\/u>” shall mean a severe unforeseeable
\nfinancial hardship as defined in Section 409A and the regulations thereunder,
\nincluding a severe financial hardship resulting from (i) an illness or accident
\nof the Participant, the Participant’s spouse, the Participant’s designated
\nBeneficiary, or the Participant’s dependent (as defined in Section 152 of the
\nCode, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), (ii) the loss
\nof the Participant’s property due to casualty, or (iii) other similar
\nextraordinary and unforeseeable circumstances arising as a result of events
\nbeyond the Participant’s control.<\/p>\n

ARTICLE II<\/strong><\/p>\n

ELIGIBILITY FOR PARTICIPATION<\/strong><\/p>\n

2.1 Determination of Eligible Employee<\/u>. As of the date of this Plan,
\nwith respect to a given Plan Year, Eligible Employees shall consist of all
\nemployees of the Company (or of any subsidiary that is incorporated in any State
\nin the United States of America), determined as of the June 30 immediately
\npreceding the Plan Year, that are (i) in executive letter grade positions, and
\n(ii) eligible to receive compensation pursuant to an annual cash incentive plan
\nor annual cash bonus plan or program; provided<\/u>, however<\/u>, that any
\nemployee whose home country is not the United States of America shall not be
\nconsidered an Eligible Employee hereunder.<\/p>\n

2.2 Participation<\/u>. An Eligible Employee shall become a Participant in
\nthe Plan by electing to make a deferral of Annual Incentive Amounts in a Plan
\nYear in accordance with Article III.<\/p>\n

2.3 Amendment of Eligibility Criteria<\/u>. The Committee may, in its
\ndiscretion, change which employees are Eligible Employees under the Plan for any
\nreason, including to comply with any applicable laws relating to the operation
\nof the Plan. Eligibility for participation in one Plan Year does not guarantee
\neligibility to participate in any future Plan Year.<\/p>\n

ARTICLE III
\nELECTIONS<\/strong><\/p>\n

3.1 Election to Defer Annual Incentive Amounts<\/u>.<\/p>\n

(a) Timing of Election to Defer Annual Incentive Amounts<\/u>. An Eligible
\nEmployee may elect to defer Annual Incentive Amounts only during the Enrollment
\nPeriod.<\/p>\n

(b) Amount Eligible for Deferral<\/u>.<\/p>\n

(1) As of July 1, 2010, an Eligible Employee may elect to defer up to up to
\n100% of his Annual Incentive Amounts. The Committee may change the amount that
\nmay be deferred in respect of any Plan Year at any time, or from time to time.\n<\/p>\n

5<\/p>\n

\n<\/p>\n

(2) If necessary, the total amount deferred by a Participant shall be reduced
\nin 1% increments in order to satisfy Social Security Tax (including Medicare),
\nincome tax withholding for compensation that cannot be deferred, employee
\nbenefit plan withholding requirements and any other withholding requirements.\n<\/p>\n

(c) Irrevocable Elections<\/u>. Elections to defer Annual Incentive Amounts
\nshall become irrevocable as of the date for such Plan Year set by the Committee
\nin its sole discretion, which (i) in the case of an Annual Bonus Payment shall
\nin no event be later than six months before the conclusion of the performance
\nperiod with respect to which the Annual Bonus Payment relates and (ii) in the
\ncase of a Qualifying Sales Bonus shall in no event be later than the December 31
\nof the calendar year preceding the calendar year in which the Qualifying Sales
\nBonus will be earned.<\/p>\n

(d) Duration of Election<\/u>. An Eligible Employee’s election to defer
\nAnnual Incentive Amounts for any Plan Year is effective only for such Plan Year.\n<\/p>\n

(e) Method of Election<\/u>. Elections to participate may be made in
\nwriting, through an electronic medium such as a website enrollment window or an
\nemail enrollment form or through a Plan Administrator, provided that the
\nelection is binding when made and there is sufficient record of when such
\nelection is made.<\/p>\n

3.2 Elections as to Time and Form of Payment<\/u>. During the Enrollment
\nPeriod, a Participant shall make an election regarding the time and form of
\npayment of the Annual Incentive Amounts deferred for that Plan Year (including
\nearnings and losses (based on the Investment Rate) attributable thereto).<\/p>\n

(a) Elections as to Time<\/u>. A Participant shall elect to receive a
\ndistribution of his Annual Incentive Amounts to be deferred for a Plan Year (and
\nall earnings and losses (based on the Investment Rate) attributable thereto) (i)
\non an In-Service Distribution Date, (ii) on a Separation from Service
\nDistribution Date or (iii) a portion on an In-Service Distribution Date and a
\nportion on a Separation from Service Distribution Date; provided<\/u>,
\nhowever<\/u>, that a Participant’s In-Service Distribution Date may be no
\nearlier than five years following the date on which the deferral of Annual
\nIncentive Amounts is made.<\/p>\n

(b) Elections as to Form<\/u>. A Participant shall elect the form of the
\ndistribution of his Annual Incentive Amounts, whether in a lump sum payment or
\nin annual installments. If no such election is made, the Participant shall be
\ndeemed to have elected to receive payment in a lump sum. A Participant may elect
\nannual installments to be paid over a period not to exceed fifteen years. A
\nParticipant’s election to receive payment in annual installments on a Separation
\nfrom Service is subject to the terms of Section 6.2(a)(2).<\/p>\n

(c) Application of Election<\/u>. An election as to time and form of
\npayment made with respect to a given Plan Year shall apply only to the Annual
\nIncentive Amounts deferred for such Plan Year.<\/p>\n

6<\/p>\n

\n<\/p>\n

(d) No Changes Permitted<\/u>. Except as permitted by Section 3.2(e) below,
\nelections as to time and form of payment shall become irrevocable as of December
\n31 of the Plan Year for which Annual Incentive Amounts are deferred.<\/p>\n

(e) Subsequent Changes in Time and Form of Payment<\/u>. A Participant may
\ndelay the timing of a previously-scheduled payment or may change the form of a
\npayment only if such subsequent deferral election meets all of the following
\nrequirements:<\/p>\n

(i) the subsequent deferral election shall not take effect until at least 12
\nmonths after the date on which it is made;<\/p>\n

(ii) the election must be made at least 12 months prior to the date the
\npayment is scheduled to be made. For installment payments, the election must be
\nmade at least 12 months prior to the date the first payment in such installment
\nwas scheduled to be made; and<\/p>\n

(iii) the subsequent deferral election must delay the payment for at least
\nfive years from the date the payment would otherwise have been made. For
\ninstallment payments, the delay is measured from the date the first payment was
\nscheduled to be made.<\/p>\n

A Participant may make only one subsequent change with respect to deferrals
\nmade for a specific Plan Year.<\/p>\n

(f) Initial elections and subsequent elections, if any, may be made in
\nwriting or through an electronic medium such as a website enrollment window or
\nthough an email enrollment form or through a Plan Administrator, provided that
\nthere is sufficient record of when such election is made.<\/p>\n

3.3 Elections as to Deemed Investment Choices<\/u>.<\/p>\n

(a) Prior to the date on which the actual deferral of an Annual Incentive
\nAmount in respect of Plan Year is made by the Company, a Participant shall make
\nan election regarding how such Annual Incentive Amount shall be deemed to be
\ninvested for purposes of determining the amount of earnings or losses to be
\ncredited to the Participant’s Accounts. If no such election is made in respect
\nof Annual Incentive Amounts deferred in any Plan Year, then (i) the Participant
\nshall be deemed to have made the same election made by such Participant in
\nrespect of the most recent Plan Year in which there was a deferral of Annual
\nIncentive Amounts, and (ii) if no election contemplated by clause (i) has been
\nmade, the deferred Annual Incentive Amounts shall be deemed invested in the most
\nrisk-free type of Fund, as determined by the Committee in its sole and absolute
\ndiscretion.<\/p>\n

(b) The Committee shall select from time to time, in its sole and absolute
\ndiscretion, investments of various types that shall be communicated to the
\nParticipant. The Investment Rate applicable to each Fund shall be used to
\ndetermine the amount of earnings or losses to be credited to Participant’s Bonus
\nDeferral Subaccount and Company Matching Contribution Subaccount. Deemed
\ninvestment choices shall not be changed unless the Committee promulgates a rule
\nof general application permitting such changes.<\/p>\n

7<\/p>\n

\n<\/p>\n

ARTICLE IV
\nDEFERRAL ACCOUNTS<\/strong><\/p>\n

4.1 Bonus Deferral Subaccount<\/u>. The Company or Plan Administrator shall
\nestablish and maintain a Bonus Deferral Subaccount for each Participant under
\nthe Plan. Each Participant’s Bonus Deferral Subaccount shall be further divided
\ninto separate subaccounts (“investment fund subaccounts”), each of which
\ncorresponds to a Fund elected by the Participant. A Participant’s Bonus Deferral
\nSubaccount shall be credited as follows:<\/p>\n

(a) on the day the amounts are withheld and\/or deferred from a Participant’s
\nAnnual Incentive Amounts, with an amount equal to the Annual Incentive Amounts
\ndeferred by the Participant; and<\/p>\n

(b) on a daily basis, each investment fund subaccount of a Participant’s
\nBonus Deferral Subaccount shall be credited with earnings or losses based on the
\napplicable Investment Rate.<\/p>\n

4.2 Company Matching Contributions<\/u>. The Company shall match 50% of the
\nfirst $20,000 of Annual Incentive Amounts deferred by a Participant with respect
\nto a Plan Year, but only if the Participant has elected for such Annual
\nIncentive Amounts to be distributed following the Participant’s Separation from
\nService; provided<\/u>, however<\/u>, that this matching contribution shall
\nnot be made with respect to any Participant who is either (i) an “officer” of
\nthe Company (as such term is defined under Rule 3b-7 of the Exchange Act) or
\n(ii) a Corporate Vice President of the Company, in either case, determined as of
\nthe first day of the Plan Year.<\/p>\n

4.3 Company Matching Contribution Subaccount<\/u>. The Company or Plan
\nAdministrator shall establish and maintain a Company Matching Contribution
\nSubaccount for each Participant who receives a Company Matching Contribution
\nunder the Plan. A Participant’s Company Matching Contribution Subaccount shall
\nbe further divided into separate investment fund subaccounts, each of which
\ncorresponds to a Fund elected by the Participant. A Participant’s Company
\nMatching Contribution Subaccount shall be credited as follows:<\/p>\n

(a) on the day such amount is deemed contributed, with an amount equal to the
\nCompany Matching Contribution Amount, if any; and<\/p>\n

(b) on a daily basis, each investment fund subaccount of a Participant’s
\nCompany Matching Contribution Subaccount shall be credited with earnings or
\nlosses based on the applicable Investment Rate.<\/p>\n

ARTICLE V
\nVESTING<\/strong><\/p>\n

5.1 Vesting<\/u>. A Participant shall be 100% vested at all times in his or
\nher Bonus Deferral Subaccount. A Participant shall vest in his or her Company
\nMatching Contribution Account at the time such Participant either (i) attains 65
\nyears of age, or (ii) attains 55 years of age, with ten (10) or more years of
\nservice credited with the Company and its subsidiaries. The Committee in its
\nsole discretion may credit a Participant with additional periods of service
\nsolely for purposes of vesting in his or her Company Matching Contribution
\nAccount.<\/p>\n

8<\/p>\n

\n<\/p>\n

5.2 Vesting Upon Death or Disability<\/u>. Upon death or the Disability of
\na Participant, the Participant shall be 100% vested in his or her Company
\nMatching Contribution Subaccount.<\/p>\n

ARTICLE VI
\nDISTRIBUTIONS<\/strong><\/p>\n

Distributions from the Plan shall be made only in accordance with this
\nArticle VI. All distributions shall be in cash.<\/p>\n

6.1 Distribution of Accounts While Employed<\/u>.<\/p>\n

(a) Scheduled Distributions<\/u>.<\/p>\n

(1) In respect of all Distributable Amounts payable in a lump sum on an
\nIn-Service Distribution Date, the value thereof shall be determined as of the
\nninth day of the month of September in which the In-Service Distribution Date
\noccurs, and the distribution thereof shall be made as soon as administratively
\npossible (and in no event later than 90 days) thereafter. In respect of all
\nDistributable Amounts payable in installments on an In-Service Distribution
\nDate, all installments shall be valued as of the ninth day of the month of
\nSeptember in each applicable year, and the distribution thereof shall be made as
\nsoon as administratively practicable (and in no event later than 90 days)
\nthereafter.<\/p>\n

(2) In the event a Participant has a Separation from Service prior to such
\nParticipant’s In-Service Distribution Date, then the provisions of Section 6.2
\nshall instead apply to such distribution.<\/p>\n

(b) Except as provided in Section 6.3, no unscheduled in-service
\ndistributions are permitted.<\/p>\n

6.2 Distribution of Accounts after Separation from Service<\/u>. If a
\nParticipant has a Separation from Service, the provisions of this Section 6.2
\nshall apply to the distribution of the Participant’s Accounts.<\/p>\n

(a) Separation from Service<\/u>.<\/p>\n

(1) Age 55 with Ten Years of Service, or Age 65<\/u>. At the time of the
\nParticipant’s Separation from Service, if the Participant has either (i)
\nattained age 55 and has completed ten years of service, or (ii) attained age 65,
\nthen the Participant’s Account shall be distributed in accordance with the
\nParticipant’s elections.<\/p>\n

9<\/p>\n

\n<\/p>\n

(A) Lump Sum<\/u>. For Distributable Amounts for which the Participant has
\nelected (or be deemed to have elected) a lump sum, the value thereof shall be
\ndetermined as of the ninth day of the seventh month following the Separation
\nfrom Service, and the distribution thereof shall be made as soon as
\nadministratively possible (and in no event later than 90 days) thereafter. If
\n(i) a Participant has made an irrevocable election to defer his Annual Incentive
\nAmounts, (ii) such Annual Incentive Amounts are deferred after the Participant’s
\nAccount has been distributed, and (iii) the Participant had elected to receive a
\nlump sum distribution, then the additional Account balance shall be valued and
\ndistributed on the ninth day of the month immediately following the date the
\nAnnual Incentive Amounts are deferred.<\/p>\n

(B) Installment Payments<\/u>. For Distributable Amounts for which the
\nParticipant has elected installments, (i) the first installment shall be valued
\nas of the ninth day of the seventh month following the Separation from Service,
\nand the distribution thereof shall be made as soon as administratively possible
\n(and in no event later than 90 days) thereafter, and (ii) each subsequent
\ninstallment shall be valued as of the ninth day of September of each of the
\nfollowing calendar years, and the distribution thereof shall be made as soon as
\nadministratively possible (and in no event later than 90 days) thereafter. For
\nthe avoidance of doubt, under no circumstances shall two installments be paid in
\na single calendar year. If (x) a Participant has made an irrevocable election to
\ndefer his Annual Incentive, (y) such Annual Incentive is deferred after the
\nParticipant’s Account has started to be distributed, and (z) the Participant had
\nelected to receive installment payments, the additional deferral shall be added
\nto the Participant’s balance in his Bonus Deferral Subaccount and shall be
\ndistributed in accordance with the installment election.<\/p>\n

(2) All other Separations from Service<\/u>. If, at the time of the
\nParticipant’s Separation from Service, a Participant has neither (i) attained
\nage 55 and has completed ten years of service nor (ii) attained age 65, then the
\nParticipant’s entire Account balance shall be distributed in a single lump sum.
\nIn any such case, the Distributable Amounts shall be valued as of the ninth day
\nof the seventh month following the Separation from Service, and the distribution
\nthereof shall be made as soon as administratively possible (and in no event
\nlater than 90 days) thereafter.<\/p>\n

(b) Death<\/u>. In the case of the death of a Participant, either while
\nemployed by the Company or prior to distribution of the Participant’s entire
\nAccount balance, the Participant’s Account balance shall be distributed to the
\nParticipant’s Beneficiary as soon as administratively possible and in no event
\nlater than 90 days following the death of the Participant. The value of the
\nParticipant’s Account shall be determined as of the date on which the
\nParticipant dies.<\/p>\n

(c) Disability<\/u>. In the case of the Disability of a Participant prior
\nto the commencement of distribution of the Participant’s Account balance, the
\nParticipant’s Account balance shall be distributed to the Participant in a lump
\nsum as soon as administratively possible (and in no event later than 90 days)
\nafter it has been determined that the Participant suffers from a Disability. The
\nvalue of the Participant’s Account shall be determined as of the date on which
\nit has been determined that the Participant suffers from a Disability.<\/p>\n

10<\/p>\n

\n<\/p>\n

6.3 Unforeseeable Emergency<\/u>. A Participant shall be permitted to elect
\na distribution from his Bonus Deferral Subaccount and\/or his vested Company
\nMatching Contribution Subaccount, if any, prior to the date the Accounts were
\notherwise to be distributed in the event of an Unforeseeable Emergency, subject
\nto the following restrictions:<\/p>\n

(a) the election to take a distribution due to an Unforeseeable Emergency
\nshall be made by requesting such a distribution in writing to the Committee,
\nincluding the amount requested and a description of the need for the
\ndistribution;<\/p>\n

(b) the Committee shall make a determination, in its sole discretion, that
\nthe requested distribution is on account of an Unforeseeable Emergency; and<\/p>\n

(c) the Unforeseeable Emergency cannot be relieved (i) through reimbursement
\nor compensation by insurance or otherwise, (ii) by liquidation of the
\nParticipant’s assets, to the extent the liquidation of assets would not itself
\ncause severe financial hardship, or (iii) by cessation of deferrals under this
\nPlan.<\/p>\n

The amount determined by the Committee as distributable due to an
\nUnforeseeable Emergency shall be paid within 30 days after the request for the
\ndistribution is approved by the Committee. The value of the Participant’s
\nAccount shall be determined as of the date on which the distribution request was
\nmade.<\/p>\n

6.4 Valuation Date<\/u>. In the event that any valuation date contemplated
\nby Section 6.1 or Section 6.2 is not a business day, then the valuation date
\nshall be the immediately preceding business day.<\/p>\n

ARTICLE VII
\nADMINISTRATION<\/strong><\/p>\n

7.1 Committee<\/u>. A Committee shall be appointed by, and serve at the
\npleasure of, the Compensation Committee. The number of members comprising the
\nCommittee shall be determined by the Compensation Committee, which may from time
\nto time vary the number of members. A member of the Committee may resign by
\ndelivering a written notice of resignation to the Compensation Committee. The
\nCompensation Committee or the Board may remove any member, with or without
\ncause, by delivering a copy of its resolution of removal to such member.<\/p>\n

11<\/p>\n

\n<\/p>\n

7.2 Committee Action<\/u>. The Committee shall act at meetings by
\naffirmative vote of a majority of the members of the Committee. Any action
\npermitted to be taken at a meeting may be taken without a meeting if, prior to
\nsuch action, a written consent to the action is signed by a majority of members
\nof the Committee and such written consent is filed with the minutes of the
\nproceedings of the Committee. A member of the Committee shall not vote or act
\nupon any matter which relates solely to himself or herself as a Participant. Any
\nmember of the Committee may execute any certificate or other written direction
\non behalf of the Committee.<\/p>\n

7.3 Powers of the Committee<\/u>. The Committee, on behalf of the
\nParticipants and their Beneficiaries, shall enforce the Plan in accordance with
\nits terms, shall be charged with the general administration of the Plan, and
\nshall have all powers necessary to accomplish its purposes, including, but not
\nlimited to, the following:<\/p>\n

(a) to select the Funds;<\/p>\n

(b) to construe and interpret the terms and provisions of this Plan;<\/p>\n

(c) to compute and certify to the amount and kind of benefits payable to
\nParticipants and their Beneficiaries;<\/p>\n

(d) to maintain all records that may be necessary for the administration of
\nthe Plan;<\/p>\n

(e) to provide for the disclosure of all information and the filing or
\nprovision of all reports and statements to Participants, Beneficiaries or
\ngovernmental agencies as shall be required by law;<\/p>\n

(f) to make and publish such rules for the regulation of the Plan and
\nprocedures for the administration of the Plan as are not inconsistent with the
\nterms hereof;<\/p>\n

(g) to appoint a Plan Administrator, or any other agent, and to delegate to
\nthem such powers and duties in connection with the administration of the Plan as
\nthe Committee may from time to time prescribe; and<\/p>\n

(h) to take all actions necessary for the administration of the Plan.<\/p>\n

7.4 Construction and Interpretation<\/u>. The Committee shall have full
\ndiscretion to construe and interpret the terms and provisions of this Plan,
\nwhich interpretations or construction shall be final and binding on all parties,
\nincluding but not limited to the Company and any Participant or Beneficiary.\n<\/p>\n

7.5 Compensation, Expenses and Indemnity<\/u>.<\/p>\n

(a) The members of the Committee shall serve without compensation for their
\nservices hereunder.<\/p>\n

(b) The Committee is authorized at the expense of the Company to employ such
\nlegal counsel as it may deem advisable to assist in the performance of its
\nduties hereunder. Expenses and fees in connection with the administration of the
\nPlan shall be paid by the Company.<\/p>\n

12<\/p>\n

\n<\/p>\n

ARTICLE VIII
\nMISCELLANEOUS<\/strong><\/p>\n

8.1 Unsecured General Creditor<\/u>. Participants and their Beneficiaries,
\nheirs, successors, and assigns shall have no legal or equitable rights, claims,
\nor interest in any specific property or assets of the Company. No assets of the
\nCompany shall be held in any way as collateral security for the fulfilling of
\nthe obligations of the Company under this Plan. Any and all of the Company’s
\nassets shall be, and remain, the general unpledged, unrestricted assets of the
\nCompany. The Company’s obligation under the Plan shall be merely that of an
\nunfunded and unsecured promise of the Company to pay money in the future, and
\nthe rights of the Participants and Beneficiaries shall be no greater than those
\nof unsecured general creditors. It is the intention of the Company that this
\nPlan be unfunded for purposes of the Code and for purposes of Title I of ERISA.\n<\/p>\n

8.2 Restriction Against Assignment<\/u>. The Company shall pay all amounts
\npayable hereunder only to the person or persons designated by the Plan and not
\nto any other person or corporation. No part of a Participant’s Accounts shall be
\nliable for the debts, contracts, or engagements of any Participant, his or her
\nBeneficiary, or successors in interest, nor shall a Participant’s Accounts be
\nsubject to execution by levy, attachment, or garnishment or by any other legal
\nor equitable proceeding, nor shall any such person have any right to alienate,
\nanticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or
\npayments hereunder in any manner whatsoever.<\/p>\n

8.3 Withholding<\/u>. There shall be deducted from each payment made under
\nthe Plan or any other compensation payable to the Participant (or Beneficiary)
\nall taxes which are required to be withheld by the Company in respect to such
\npayment or this Plan. The Company shall have the right to reduce any payment (or
\ncompensation) by the amount of cash sufficient to provide the amount of said
\ntaxes.<\/p>\n

8.4 Amendment, Modification, Suspension or Termination<\/u>. The
\nCompensation Committee may amend, modify, suspend or terminate the Plan in whole
\nor in part, except that no amendment, modification, suspension or termination
\nshall have any retroactive effect to reduce any amounts allocated to a
\nParticipant’s Accounts. The Committee may also amend the Plan, provided that the
\nCommittee may only adopt amendments that (i) do not have a negative material
\nfinancial impact on the Company; or (ii) are required by tax or legal statutes,
\nregulations or pronouncements.<\/p>\n

8.5 Governing Law<\/u>. Except to extent preempted by Federal law, this
\nPlan shall be governed by and construed in accordance with the internal laws of
\nthe State of Delaware applicable to contracts made and performed wholly within
\nthe State of Delaware, without giving effect to the conflict of laws provisions
\nthereof.<\/p>\n

8.6 Receipt or Release<\/u>. Any payment to a Participant or the
\nParticipant’s Beneficiary in accordance with the provisions of the Plan shall,
\nto the extent thereof, be in full satisfaction of all claims against the
\nCommittee and the Company. The Committee may require such Participant or
\nBeneficiary, as a condition precedent to such payment, to execute a receipt and
\nrelease to such effect.<\/p>\n

13<\/p>\n

\n<\/p>\n

8.7 Limitation of Rights and Employment Relationship<\/u>. Neither the
\nestablishment of the Plan nor any modification thereof, nor the creating of any
\nfund or account, nor the payment of any benefits shall be construed as giving to
\nany Participant, or Beneficiary or other person any legal or equitable right
\nagainst the Company except as provided in the Plan; and in no event shall the
\nterms of employment of any Employee or Participant be modified or in any way be
\naffected by the provisions of the Plan.<\/p>\n

8.8 Headings<\/u>. Headings and subheadings in this Plan are inserted for
\nconvenience of reference only and are not to be considered in the construction
\nof the provisions hereof.<\/p>\n

8.9 Section 409A<\/u>. All provisions of the Plan shall be construed and
\ninterpreted in a manner consistent with the requirements for avoiding taxes or
\npenalties under Section 409A of the Code (“Section 409A<\/u>“). If the
\nCommittee determines that any amounts payable hereunder may be taxable to a
\nParticipant under Section 409A, the Company may (i) adopt such amendments to the
\nPlan and appropriate policies and procedures, including amendments and policies
\nwith retroactive effect, that the Committee determines necessary or appropriate
\nto preserve the intended tax treatment of the benefits provided by the Plan
\nand\/or (ii) take such other actions as the Committee determines necessary or
\nappropriate to avoid or limit the imposition of an additional tax under Section
\n409A; provided, that the Company shall have no liability to a Participant or
\nBeneficiary with respect to the tax imposed by Section 409A.<\/p>\n

As evidence of the amendment and restatement of this Plan, effective July 1,
\n2010, by Automatic Data Processing, Inc., this document is signed by a duly
\nauthorized officer.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

AUTOMATIC DATA PROCESSING, INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Michael A. Bonarti<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Michael A. Bonarti<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President, General Counsel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

and Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

14<\/p>\n

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