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EXHIBIT 10(i): PAYCHEX, INC. DEFERRED COMPENSATION PLAN
1.
PRELIMINARY MATTERS
1.1.
Name. The Plan evidenced by this instrument shall be known as
the Paychex, Inc. Deferred Compensation Plan.
1.2.
Purpose. The sole and exclusive purpose of the Plan is to
enable a select group of highly compensated and/or management
employees of the Corporation and Directors of the Corporation
to defer income tax on a portion of their Compensation.
2.
DEFINITIONS
2.1.
"Board" means the Board of Directors of the Corporation.
2.2.
"Change in Control" means: (i) one or more changes in the
ownership of stock of the Corporation if after the change or
changes, at least 50 percent of the total combined voting
power of all classes of stock of the Corporation is actually
or constructively owned by one person, corporate or otherwise;
or (ii) the transfer by the Corporation, in one or more
transactions, of all or substantially all of its assets to
another person, corporate or otherwise, or group of related
persons, whether by sale, merger, consolidation, or other
arrangement. The Board shall make the final determination of
whether a Change in Control has occurred.
2.3.
"Compensation" means taxable wages paid by the Corporation for
services rendered by the Participant including contributions
made to the Paychex, Inc. 401(k) Incentive Retirement Plan,
excluding reimbursements of moving expenses, stock option
income, the imputed value of group-term life insurance,
Section 125 contributions, and amounts distributed from the
Paychex, Inc. 401(k) Incentive Retirement Plan. With respect
to a Director of the Corporation, "Compensation" means
Director's fees.
2.4.
"Committee" means the Deferred Compensation Plan Committee of
the Corporation, as duly appointed from time to time.
2.5.
"Corporation" means Paychex, Inc., or any other corporation
that is a member of the same affiliated group (as defined in
Section 1504(a) of the Internal Revenue Code) and adopts the
Plan.
2.6.
"Deferred Compensation Account" or "Accounts" means the
account established by the Corporation for a Participant
pursuant to Section 3.3 of the Plan.
2.7.
"Designated Fund" means any mutual fund selected by the
Committee to be an investment alternative under the Plan. The
Committee has sole authority to determine the funds that may
be used as investment alternatives under the Plan and may add,
delete or substitute funds from time to time.
2.8.
"Participant" means an employee or Director of the Corporation
who has been designated by the Committee as eligible to
participate in the Plan, and who has signed a written deferral
election pursuant to Section 3.2 of the Plan.
2.9.
"Plan" means the Paychex, Inc. Deferred Compensation Plan as
set forth in this document or as amended from time to time.
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2.10.
"Termination Date" means, with respect to each Participant,
the date on which the Participant terminates active employment
with the Corporation. For purposes of this definition, (i)
payments for accrued vacation time or sick leave following an
employment termination shall not constitute active employment,
and (ii) the period of any paid or unpaid leave shall not be
treated as a termination of active employment unless and until
the Corporation or the Participant gives notice that the
Participant will not return to active employment with the
Corporation.
2.11.
"Valuation Date" means each date set by the Committee, under
Section 3.4 of the Plan, for crediting investment returns to
Accounts.
3.
BENEFITS
3.1.
Eligibility. The Plan is available to (a) Directors of the
Corporation and (b) employees of the Corporation who are
designated as eligible by the Committee. The determination as
to whether an employee of the Corporation is eligible to
participate in the Plan is within the sole and complete
discretion of the Committee. Notwithstanding the foregoing, no
employee may be designated as eligible unless the employee
belongs to "a
select group of management or highly compensated
employees" as described in Title I of ERISA.
3.2.
Deferral Elections. A Participant may elect to defer the
receipt of a portion of the Compensation otherwise payable to
him by delivering prior written notice to the Committee.
Deferral elections and modifications of existing elections,
shall take effect on the first day of January and July each
year (the normal enrollment periods), and on any additional
dates determined by the Committee. Once made, the
Participant's election shall be irrevocable and remain in
effect until the next enrollment period established by the
Committee at which point the election may be modified or
superseded in a new written election delivered to the
Committee. Notwithstanding the foregoing, the Committee, in
its sole discretion, may permit a Participant to change a
deferral election outside the normal enrollment periods if the
Committee believes such change is appropriate. All elections
shall be made in the form and manner prescribed by the
Committee in its sole discretion.
3.3.
Establishment of Deferred Compensation Accounts. Subject to
the provisions of Section 3.7 of the Plan, the Corporation
shall establish on its books a Deferred Compensation Account
in the name of each Participant who elects to defer the
receipt of a portion of Compensation pursuant to Section 3.2
of the Plan. Each deferral of Compensation by a Participant
shall, as of a date determined by the Committee on a uniform
and consistent basis for all Participants in the Plan,
nominally be credited to the Participant's Deferred
Compensation Account. The Corporation is under no obligation
to segregate or otherwise set aside amounts nominally credited
to any Participant's Deferred Compensation Account.
3.4.
Deemed Investment Returns. Participants shall elect, as part
of the written notice described in Section 3.2 of the Plan, to
have all amounts credited to their Deferred Compensation
Account deemed to earn income, or suffer loss, at the rate of
increase or decrease in the value of one or more Designated
Funds. Amounts of income or loss shall be added to, or
subtracted from, Participants' Deferred
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Compensation Accounts on the Valuation Dates determined by the
Committee on a uniform and consistent basis for all
Participants in the Plan.
3.5.
Reallocation Among Designated Indexes or Funds. Participants
may change the allocation of investments of future
contributions to or existing balances in their Deferred
Compensation Accounts among any of the Designated Funds at
such times and in such manner as determined by the Committee.
3.6.
Maintenance of Records. The Committee shall maintain records,
including records relating to the amount nominally credited to
each Participant's Deferred Compensation Account for all
Participants who elect to defer the receipt of a portion of
their Compensation pursuant to the Plan. These records shall
indicate the effective date and amount of each deferral as
well as any income or loss credited to, or debited from, a
Participant's Deferred Compensation Account. The Committee
shall, no less frequently than once a year, deliver to each
Participant a statement of all amounts credited to his
Deferred Compensation Account.
3.7.
No Property Rights or Fiduciary Relationships Created. The
right of any Participant to receive future payments under the
provisions of the Plan shall be a contractual obligation of
the Corporation and is subject to the claims of the creditors
of the Corporation in the event of the Corporation's
insolvency or bankruptcy. Accordingly, the rights of any
Participant to amounts nominally credited to a Participant's
Deferred Compensation Account shall be no greater than the
right of any unsecured general creditor of the Corporation.
Title to and beneficial ownership of all assets the
Corporation may identify for the distrib
