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PAYCHEX, INC.
2002 STOCK INCENTIVE PLAN
(as amended and restated effective October 12,
2005)
FORM OF RESTRICTED STOCK AWARD
AGREEMENT (BOARD)
1. Grant
of Restricted Stock . This Restricted Stock Award Agreement
(this “Award Agreement”) sets forth the terms and
conditions of the Restricted Stock Award (the “Award”)
granted to you by the Board of Directors of Paychex, Inc. (the
“Company”) under the Company’s 2002 Stock
Incentive Plan, as amended and restated effective October 12,
2005 (the “Plan”), as described on your Award Notice.
The Award is subject to all of the provisions of the Plan, which is
hereby incorporated by reference and made a part of this Award
Agreement. The capitalized terms used in this Award Agreement are
defined in the Plan.
2.
Restriction and Vesting .
(a) Subject
to the terms set forth in this Award Agreement and the Plan,
provided you are still a member of the Board of Directors of the
Company, the total number of Shares represented by the Award shall
vest on the third anniversary of the date of grant set forth on
your Award Notice (a “Vesting Date”). The Committee
shall have discretion to accelerate vesting in whole or in part for
events including but not limited to Retirement from Board service.
The term “Retirement” means retirement from the Board
at age 55 or older with ten or more years of service with the
Company.
(b) Notwithstanding
Section 2(a) of this Award Agreement, you shall not be permitted to
sell any vested Shares underlying the Award during the period of
tenure as a member of the Company’s Board of Directors,
except as necessary to satisfy any tax obligations. The Company
shall be authorized to add a legend regarding this restriction on
transfer to any certificate representing the shares of Common Stock
under the Award.
(c) Unless
the Committee determines otherwise, if your Board tenure terminates
for any reason other than death or Disability before the Shares
represented by the Award have vested, then the unvested Shares
underlying the Award shall be forfeited and cancelled immediately.
If your Board tenure terminates due to death or Disability, your
award shall immediately become 100% vested. The term
“Disability” means a condition whereby you are unable
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