VICE PRESIDENT INCENTIVE PROGRAM ? FISCAL 2010

All Vice Presidents (VPs).

Incentive is equal to 50% of base salary at 100% achievement of performance criteria. A maximum incentive of 80% of base salary can be achieved.

Appendix A describes the schedule of incentive attainment and plan goals based on actual performance versus plan performance. The plan performance is based on the financial plan approved by the Board of Directors at the July 2009 Board Meeting.

Incentive payments for fiscal year 2010 will be made in July 2010 following approval by the Board of Directors. The Vice President must be active in the role and a Paychex employee at the end of the applicable fiscal year to be eligible for the annual bonus, except as noted under the Partial Year section below.

Vice Presidents appointed during the fiscal year will be eligible for a bo