EMPLOYEE MATTERS AGREEMENT

Exhibit 10.5

EMPLOYEE MATTERS AGREEMENT

between

AUTOMATIC DATA PROCESSING, INC.

and

BROADRIDGE FINANCIAL SOLUTIONS, INC.

Dated as of March 29, 2007

TABLE OF CONTENTS

(i)

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EMPLOYEE MATTERS AGREEMENT dated as of March 29, 2007 (this “ Agreement ”) between Automatic Data Processing, Inc., a Delaware corporation (“ ADP ”), and Broadridge Financial Solutions, Inc., a Delaware corporation whose sole shareholder is ADP (“ Broadridge ” and, together with ADP, each, a “ Party ” and collectively, the “ Parties ”).

WHEREAS, as of the date of this Agreement, the ADP affiliated group includes Broadridge and its subsidiaries;

WHEREAS, the Parties (or their predecessors-in-interest) have entered into the Separation and Distribution Agreement (as defined below), pursuant to which ADP has contributed to Broadridge the stock and assets associated with the Broadridge Business (as defined below) in exchange for shares of common stock of Broadridge, cash and the assumption by Broadridge of certain liabilities related to the Broadridge Business;

WHEREAS, ADP intends to distribute on a pro rata basis to its shareholders all of the shares of stock of Broadridge (the “ Distribution ”);

WHEREAS, the Parties believe the Distribution will provide greater flexibility for management, capital requirements and growth of the Broadridge Business while ensuring that ADP senior management can focus its time and resources on the development of the ADP retained businesses; and

WHEREAS, in connection with effecting the Distribution, ADP and Broadridge have agreed to enter into this Agreement, for the purpose of allocating assets, liabilities and responsibilities with respect to certain employee benefit plans and programs between and among them.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties (each on behalf of itself and each of its Affiliates) hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Action ” means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority.

“ ADP Benefit Plan ” means any Benefit Plan sponsored, maintained or contributed to by ADP or any of its Affiliates.

“ ADP Common Stock ” means shares of common stock, par value $0.10 per share, of ADP.

“ ADP Employee ” means any individual who, immediately following the Distribution Date, will be employed by ADP or any member of the ADP Group in a capacity considered by ADP to be common law employment, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

“ ADP FY07 DCP ” means the Automatic Data Processing, Inc. FY07 Deferred Compensation Program.

“ ADP Group ” means ADP and each of its Affiliates and Subsidiaries, and any corporation or other entity that may become part of such Group from time to time, other than the Broadridge Group.

“ ADP Option ” means an option to purchase ADP Common Stock issued under the ADP Stock Option Plans.

“ ADP Pension Plan ” means the Automatic Data Processing, Inc. Pension Retirement Plan.

“ ADP Post-Distribution Stock Value ” means the official NYSE only “regular way” first trade price of ADP Common Stock on April 2, 2007 as reported by the NYSE.

“ ADP Pre-Distribution Stock Value ” means the official NYSE only “regular way” closing price of ADP Common Stock on March 30, 2007 as reported by the NYSE.

“ ADP Restricted Stock ” means restricted shares of ADP Common Stock outstanding under the Automatic Data Processing, Inc. Key Employees’ Restricted Stock Plan.

“ ADP Savings Plan ” means the Automatic Data Processing, Inc. Retirement and Savings Plan.

“ ADP Severance Policy ” means the Automatic Data Processing, Inc. Severance Pay Policy.

“ ADP SORP ” means the Automatic Data Processing, Inc. Supplemental Officers Retirement Plan.

“ ADP Stock Option Plans ” means, collectively, the Automatic Data Processing, Inc. 1990 Key Employees’ Stock Option Plan and the Automatic Data Processing, Inc. 2000 Stock Option Plan.

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“ ADP VEBA ” means the Automatic Data Processing Inc. and Subsidiaries Employee Welfare Benefit Trust.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided , however , that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

“ Benefit Plan ” means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any “employee benefit plan” (as defined in Section 3(3) of ERISA), sponsored or maintained by such entity (or to which such entity contributes or is required to contribute).

“ Broadridge Benefit Plan ” means any Benefit Plan sponsored, maintained or contributed to by any member of the Broadridge Group on or after the Distribution Date.

“ Broadridge Business ” means the business and operations conducted by the Broadridge Group from time to time, whether prior to, at or after the Effective Time, including, without duplication, (i) the Brokerage Services and Securities Clearing and Outsourcing Services Businesses conducted by ADP prior to the Restructuring and (ii) the business and operations conducted by the Broadridge Group, as more fully described in the Information Statement.

“ Broadridge Common Stock ” means common stock of Broadridge, par value $0.01 per share.

“ Broadridge Employee ” means any individual who, immediately following the Distribution Date, will be employed by Broadridge or any member of the Broadridge Group in a capacity considered by Broadridge to be common law employment, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick, short-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

“ Broadridge Group ” means Broadridge and each of its Subsidiaries and Affiliates and any corporation or other entity that may become part of such Group from time to time.

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“ Broadridge Option ” means an option to purchase shares of Broadridge Common Stock.

“ Broadridge Option Price Ratio ” means the quotient obtained by dividing the Broadridge Stock Value by the ADP Pre-Distribution Stock Value.

“ Broadridge Option Share Ratio ” means the quotient obtained by dividing the ADP Pre-Distribution Stock Value by the Broadridge Stock Value.

“ Broadridge Participant ” means any individual who, immediately following the Distribution Date, is a Broadridge Employee, or a beneficiary, dependent or alternate payee thereof.

“ Broadridge Restricted Stock Share Ratio ” means the quotient obtained by dividing the ADP Post-Distribution Stock Value by the Broadridge Stock Value.

“ Broadridge Stock Plan ” means the Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan.

“ Broadridge Stock Value ” means the official NYSE only “regular way” first trading price of Broadridge Common Stock on April 2, 2007 as reported by the NYSE.

“ Brokerage Services and Securities Clearing and Outsourcing Services Businesses ” means all of the ADP Brokerage Services’ and Securities Clearing and Outsourcing Services’ business and operations, as more fully described in ADP’s Form 10-K for the fiscal year ended June 30, 2006.

“ Canadian Restructuring ” means the transfer of the Brokerage Services and Securities Clearing and Outsourcing Services Businesses conducted, directly or indirectly, by ADP Canada Co., a Canadian corporation, to a new Canadian company that will be transferred to Broadridge in a transaction intended to qualify as a tax-free spin-off pursuant to Sections 368(a)(1)(D) and 355 of the Code.

“ COBRA ” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Distribution Date ” means the date on which the Distribution shall be effected.

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“ DOL ” means the Department of Labor.

“ Dutch Restructuring ” means the transfer of the Brokerage Services and Securities Clearing and Outsourcing Services Businesses conducted by the subsidiaries of ADP Nederland BV, a Dutch corporation, to a new Dutch company that will be transferred to a second Dutch company that will be a subsidiary of Broadridge in a transaction intended to qualify as a tax-free split-off pursuant to Sections 368(a)(1)(D) and 355 of the Code.

“ Effective time ” means the time at which the Distribution occurs on the Distribution Date.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Former ADP Employee ” means, as of the Distribution Date, any former employee of ADP or an Affiliate, including retired, deferred vested, non-vested and other inactive terminated individuals, whose most recent active employment with ADP or an Affiliate was with a member of the ADP Group, but in all events excluding any person who is a Broadridge Employee.

“ Former Broadridge Employee ” means, as of the Distribution Date:

(a) any former employee of ADP or an Affiliate, including retired, deferred vested, non-vested and other inactive terminated individuals, whose most recent active employment with ADP or an Affiliate was with a member of the Broadridge Group and such active employment has ended before the Distribution Date,

(b) any individual who, as of the Distribution Date, is on long-term disability leave and whose most recent active employment with ADP or an Affiliate prior to the Distribution Date was with a member of the Broadridge Group, and

(c) any former service provider (including any individual who was an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of ADP or an Affiliate) with respect to whom (x) such service provider’s employment, non-employment, retainer arrangement, or relationship with ADP or an Affiliate ended before the Distribution Date and (y) such service provider’s most recent employment, non-employment, retainer arrangement, or relationship prior to the Distribution Date was with a member of the Broadridge Group.

“ Governmental Authority ” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the NYSE.

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“ Group ” means the ADP Group and/or the Broadridge Group, as the context requires.

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, as amended.

“ Information ” means all information of either the ADP Group or the Broadridge Group, as the context requires, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other Software (as defined in the definition of “Intellectual Property”), marketing plans, customer data, communications by or to attorneys, memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product), and other technical, financial, legal, employee or business information or data.

“ Information Statement ” means the information statement and any related documentation to be distributed to holders of ADP Common Stock in connection with the Distribution, including any amendments or supplements thereto.

“ Intellectual Property ” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, trade dress, service marks, certification marks, logos, and trade names, and the goodwill associated with the foregoing (collectively, “ Trademarks ”); (ii) patents and patent applications, and any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration, design registrations or patents and like rights (collectively, “ Patents ”); inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iii) writings and other works of authorship (“ Copyrights ”); (iv) trade secrets (including, those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory Law and common law), Information, business, technical and know-how information, business processes, non-public information, proprietary information and confidential information and rights to limit the use or disclosure thereof by any Person (collectively, “ Trade Secrets ”); (v) software, including data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation (collectively, “ Software ”); (vi) domain names and uniform resource locators; (vii) moral rights; (viii) privacy and publicity rights; (ix) any and all technical information, Software, specifications, drawings, records, documentation, works of authorship or other creative works, ideas, knowledge, invention disclosures or other data, not including works subject to Copyright, Patent or Trademark protection (“ Technology ”); (x) advertising and promotional materials, whether or not copyrightable; and (xi) claims, causes of action and defenses relating to the enforcement of any of the foregoing; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any Governmental Authority in any jurisdiction.

“ IRS ” means the Internal Revenue Service.

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“ Law ” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

“ Liabilities ” means all debts, liabilities, obligations, responsibilities, response actions, Losses, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, on- or off-balance sheet, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law, or other pronouncements of Governmental Authorities constituting an Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of third party administrators, and costs related thereto or to the investigation or defense thereof.

“ NYSE ” means the New York Stock Exchange, Inc.

“ Participating Company ” means ADP and any Affiliate or any other entity (other than an individual) participating in an ADP Benefit Plan.

“ Person ” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any governmental authority.

“ Restructuring ” means, collectively, the Dutch Restructuring, the U.S. Restructuring, the Canadian Restructuring, the Swiss Restructuring and the U.S. Contribution.

“ Separation and Distribution Agreement ” means the Separation and Distribution Agreement, as amended from time to time, by and between ADP and Broadridge (or their predecessors-in-interest) dated as of March 20, 2007.

“ Subsidiary ” means, with respect to any Person, any other Person of which a Person (either alone or through or together with any other Subsidiary of such Person) owns, directly or indirectly, a majority of the stock or other equity interests the

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holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“ Swiss Restructuring ” means the transfer of the Brokerage Services and Securities Clearing and Outsourcing Services Businesses conducted by ADP Suisse S.A., a Swiss company, to a new Swiss company that will be transferred to Broadridge.

“ U.S. Contribution ” means the contribution by ADP to Broadridge of the U.S. Subsidiaries of ADP Atlantic, Inc., a Delaware corporation, that conduct the Brokerage Services and Securities Clearing and Outsourcing Services Businesses.

“ U.S. Restructuring ” means the transfer by ADP Atlantic, Inc., a Delaware corporation (“ ADP Atlantic ”), to ADP of the U.S. Subsidiaries of ADP Atlantic that conduct the Brokerage Services and Securities Clearing and Outsourcing Services Businesses, in a transaction intended to qualify as tax-free pursuant to Section 332 of the Code.

Section 1.2 General Interpretive Principles . (a) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires, (b) the words “ hereof ,” “ herein ,” “ hereunder ,” and “ herewith ” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph, exhibit and schedule are references to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified, (c) the word “ including ” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified and (d) any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1 Assumption and Retention of Liabilities; Related Assets .

(a) As of the Effective Time, except as otherwise expressly provided for in this Agreement, ADP shall, or shall cause one or more members of the ADP Group to, assume or retain, as applicable, and ADP hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all ADP Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all ADP Employees, Former ADP Employees, their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the ADP Group or in any other employment, non-employment, retainer arrangement, or relationship with any member of the ADP Group),

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in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the ADP Group, (iii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Former Broadridge Employees, their dependents and beneficiaries and (iv) any other Liabilities or obligations expressly assigned to ADP or any of its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the ADP Group as provided for in this Section 2.1(a) are intended to be ADP Liabilities as such term is defined in the Separation and Distribution Agreement.

(b) As of the Effective Time, except as otherwise expressly provided for in this Agreement, Broadridge shall, or shall cause one or more members of the Broadridge Group to, assume and Broadridge hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Broadridge Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Broadridge Employees, their dependents and beneficiaries and other persons who provide services to the Broadridge Group (including any individual who is an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the Broadridge Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Broadridge Group), and (iii) any other Liabilities or obligations expressly assigned to Broadridge or any of its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed by the Broadridge Group as provided for in this Section 2.1(b) are intended to be Broadridge Liabilities as such term is defined in the Separation and Distribution Agreement.

(c) From time to time after the Distribution, Broadridge shall promptly reimburse ADP, upon ADP’s reasonable request and the presentation by ADP of such substantiating documentation as Broadridge shall reasonably request, for the cost of any obligations or Liabilities satisfied by ADP or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of Broadridge or any of its Affiliates.

(d) From time to time after the Distribution, ADP shall promptly reimburse Broadridge, upon Broadridge’s reasonable request and the presentation by Broadridge of such substantiating documentation as ADP shall reasonably request, for the cost of any obligations or Liabilities satisfied by Broadridge or its affiliates that are, or that have bee