PAYCHEX, INC.
2002 STOCK INCENTIVE PLAN
(as amended and restated effective October 12,
2005)
FORM OF 2009-2010 OFFICER
PERFORMANCE INCENTIVE
AWARD AGREEMENT (QUANTITATIVE COMPONENT)
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Participant
Name
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, 2009
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June 1,
2009 through May 31, 2010
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$
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$
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1. Grant
of Award . This 2009-2010 Officer Performance Incentive Award
Agreement (this “Award Agreement”) sets forth the terms
and conditions of the Performance Award (the “Award”)
granted to you by the Governance and Compensation Committee (the
“Committee”) of 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”). The Award is subject to all of the
provisions of your Award Notice and 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. In the event of any conflict among the provisions of the
Plan and this Award Agreement, the provisions of the Plan will be
controlling and determinative.
2. Target
Value and Components . The Total Target Value of the Award is
set forth above and consists of four components: (a) the New
Business Revenue Component, (b) the Revenue Component;
(c) the Operating Income Component; and (d) the Operating
Income to Revenue Ratio Component.
3.
Requirement of Employment . Your rights to the Actual Value
(as that term is defined below) under Section 5, shall be
provisional and shall be canceled in whole or in part, as
determined by the Committee in its sole discretion if your
continuous employment with the Company terminates for any reason
other than death or Disability on or before the last day of the
Performance Period. Whether and as of what date your employment
with the Company shall terminate if you are granted a leave of
absence or commence any other break in employment intended by your
employer to be temporary, shall be determined by the Committee in
its sole discretion. In the event of your death or Disability, you
or your estate shall be entitled to receive a pro-rata payment of
the Actual Value of the Award based on the ratio of the number of
days from the beginning of the Performance Period through the date
of your death or Disability and the total number of days in the
Performance Period.
4.
Determination of Value .
(a)
Potential Value and Actual Value . As soon as practicable
after the last day of the Performance Period and prior to the
payment of the Award, the Committee shall determine the New
Business Revenue Value as of the last day of the Performance
Period, if any, as provided in Section 4(b), the Revenue Value as
of the last day of the Performance Period, if any, as provided in
Section 4(c), the Operating Income Value as of the last day of
the Performance Period, if any, as provided in Section 4(d), and
the Operating Income to Revenue Ratio Value as of the last day of
the Performance Period, if any, as provided in Section 4(e).
The sum of the New Business Revenue Value, Revenue Value, Operating
Income Value and the Operating Income to Revenue Ratio Value shall
be the Potential Value of the Award as so determined. The Committee
may, in its sole discretion, then reduce, but not increase, the
Potent
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