Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into by and between Paychex,
Inc., a Delaware corporation (the “Company”), and
Jonathan J. Judge (the “Executive”) as of the 30th day
of November, 2007.
WHEREAS, the Company desires to
employ Executive as Company’s President and Chief Executive
Officer on the terms and conditions set forth herein, and Executive
desires to be so employed by Company;
NOW, THEREFORE, IT IS HEREBY AGREED
AS FOLLOWS:
1. Employment Period .
Company hereby agrees to employ Executive, and Executive hereby
agrees to be employed by Company, subject to the terms and
conditions of this Agreement, for a term commencing on
November 30, 2007 (the “Effective Date”), and,
unless sooner terminated as provided herein, continuing for a
period of three (3) years (the “Employment
Period”).
2. Position and Duties .
During the Employment Period, Executive shall serve as President
and Chief Executive Officer of Company, reporting directly to
Company’s Board of Directors (the “Board”), with
such authority, duties and responsibilities as are commensurate
with such position. Executive shall serve as a member of the Board
subject to annual shareholder approval.
3. Compensation .
(a)
Base Salary . During the Employment Period, Executive shall
receive an annual base salary of $915,000, paid bi-weekly on
Fridays (the “Annual Base Salary”). The amount of the
Annual Base Salary shall be reviewed annually and increased by such
amount, if any, as may be determined by the Governance and
Compensation Committee of the Board. In no event will the Annual
Base Salary be reduced below $915,000.
(b)
Annual Bonus . During the Employment Period, Executive shall
be eligible to receive an annual cash incentive bonus (the
“Annual Bonus”). For Company’s fiscal year 2008,
Executive will be entitled to an Annual Bonus pursuant to the
2007-2008 Officer Performance Incentive Award Agreement, which is
incorporated herein by reference. In addition, Executive will be
eligible for a qualitative bonus of up to 20% of Annual Base Salary
as determined by the Governance and Compensation Committee of the
Board in its sole discretion. For subsequent periods during the
Employment Period, Annual Bonus plans and objectives will be
subject to prior review and input by Executive, but shall be
determined at the sole discretion of the Governance and
Compensation Committee of the Board. It is anticipated that Annual
Bonus plans and objectives for such subsequent periods will
generally follow the plans and objectives as applicable for
Company’s fiscal year 2008.
(c)
Equity Compensation Grants . In conjunction with the annual
review process for Company’s executive officers, the
Governance and Compensation Committee will review Executive’s
compensation plan and may, in its sole discretion, grant equity
awards based upon (i) Executive’s performance, and/or
(ii) share or option pool availability.
(d)
Expenses . During the Employment Period, Executive shall be
entitled to reimbursement for all reasonable expenses incurred by
Executive associated with the conduct of Company’s business
in accordance with Company’s policies.
(e)
Other Benefits . During the Employment Period, Executive
shall be entitled to participate in:
(i) Company’s medical and
dental insurance, life / AD&D insurance, long term disability
insurance and 401k plan;
(ii) Company’s deferred
compensation plan for senior executives;
(iii) Healthcare benefits for
Executive and members of his family which are integral to
Company’s standard benefit schemes;
(iv) D&O insurance and
indemnification consistent with the coverage provided to other
directors and officers; and
(v) All other standard benefits
available to Company’s senior executive employees, including
vacation entitlements, sick leave, paid holidays and floating
holidays, according to Company’s standard benefit
schemes.
4. Termination of
Employment .
(a)
Cause . Company may terminate Executive’s employment
during the Employment Period with or without Cause. For purposes of
this Agreement, “Cause” shall mean (i) dereliction
of duty (after notice and a reasonable opportunity to cure, to the
extent curabl
