EXHIBIT 10.1
PAYCHEX, INC.
2002 STOCK INCENTIVE PLAN
(as amended and restated effective October 12, 2005)
RESTRICTED STOCK AWARD AGREEMENT
1. Grant of Restricted
Stock . This Restricted Stock Award Agreement (the “Award
Agreement”), dated July 10, 2008, sets forth the terms
and conditions of the Restricted Stock (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”), 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, unless
earlier vested under Section 2(b) of this Award Agreement, provided
you are still a full-time employee of the Company at that time, all
of the Shares represented by the Award will vest on the fifth
anniversary of the date of grant set forth on your Award Notice (a
“Vesting Date”).
(b) Notwithstanding
Section 2(a) of this Award Agreement, for each of the following
fiscal years of the Company, if the Company’s operating
income, excluding interest on funds held for clients
(“Operating Income”), for such fiscal year equals or
exceeds the following target for such fiscal year, then, provided
you are still a full-time employee of the Company, one-third of the
total number of Shares represented by the Award shall vest upon the
confirmation by the Committee of such fiscal year’s Operating
Income (also a “Vesting Date”):
| |
|
|
|
|
|
|
| Fiscal Year |
|
Target Operating Income |
|
|
2009 |
|
|
$ |
787,022,000 |
|
|
|
2010 |
|
|
$ |
905,075,000 |
|
|
|
2011 |
|
|
$ |
1,040,836,000 |
|
|
|
2012 |
|
|
$ |
1,196,961,000 |
|
(c) Except
in the event of your death or Disability, if your employment
terminates before a Vesting Date for any reason, including, but not
limited to, Retirement, then the unvested portion of the Award
shall be forfeited and cancelled immediately. If your employment
terminates due to death or Disability, your Award shall immediately
become 100% vested.
3. Book-Entry
Registration . The Award initially will be evidenced by
book-entry registration only, without the issuance of a certificate
representing the Shares underlying the Award.
4. Issuance of Shares .
The Company shall, when the conditions to vesting specified in
Section 2 of this Award Agreement are satisfied, issue a
certificate or certificates representing the Shares underlying the
Award that have vested as promptly as practicable following the
Vesting Date of such Shares.
5. Rights as a
Stockholder . Except as otherwise provided by this Section, you
will have the rights of a stockholder with respect to the Shares
underlying the Award, including, but not limited to, the right to
receive such cash dividends, if any, as may be declared on such
Shares from time to time and the right to vote (in person or by
proxy) such Shares at any meeting of stockholders of the Company.
Notwithstanding the foregoing, the dividends paid on any unvested
Shares shall be retained by the Company and held in escrow, trust
or similar manner, and shall only be paid to you upon the vesting
of the underlying Shares to which the dividends relate; upon the
forfeiture of any Shares represented by the Award, your right to
the dividends paid on the underlying Shares which are forfeited
shall also be forfeited.
6. Restrictions on Transfer
of Shares . The Award, and the right to vote the Shares
underlying the Award and to receive dividends thereon, may not,
except as otherwise provided in the Plan, be sold, assigned,
transferred, pledged or encumbered in any way prior to the vesting
of such Shares, whether by operation of law or otherwise, except by
will or the laws of descent and distribution. After a Vesting Date,
the vested Shares may be issued during your lifetime only to you,
or after your death to your designated beneficiary, or, in the
absence of such beneficiary, to your duly qualified personal
representative.
7. Wit
