TERMINATION AGREEMENT AND RELEASE

TERMINATION AGREEMENT AND RELEASE

This Termination Agreement and General Release (hereinafter, the “Agreement”) is made and entered into this 24th day of June, 2008, by and between George I. Stoeckert (hereinafter referred to as “Stoeckert”), Automatic Data Processing, Inc. and ADP, Inc. (collectively, hereinafter referred to as “ADP” or the “Company”).

In exchange for the mutual promises contained herein, Stoeckert and ADP, intending to be bound hereby, covenant and agree as follows:

1.         Stoeckert’s employment with the Company will terminate effective July 31, 2008 and Stoeckert shall retire from the Company effective such date. Effective June 30, 2008, Stoeckert shall cease to be an executive officer of the Company.

(a)        The Company will pay Stoeckert severance in the total gross amount of $409,034.13. This severance amount will be paid out in eleven monthly installments of $34,086.18 and one final monthly installment of $34,086.15, commencing in February 2009 and ending in January 2010, and will be made on the Company’s regular pay dates. The Company shall withhold from any payment made pursuant to the Agreement federal, state and local taxes and social security taxes, as well as any other standard deductions. If Stoeckert becomes re-employed with the Company before January 31, 2010, Stoeckert will not be entitled to any further payments under this paragraph 2(a).

(b)       The Company will pay Stoeckert for all accrued and unused vacation as of July 31, 2008, amounting in all to 160 hours, for a total of $31,464.16.

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(c)       The Company will reimburse Stoeckert for outstanding expenses properly incurred prior to August 1, 2008 that are submitted to the Company no later than September 1, 2008. All such expenses will be reimbursed in accordance with the Company’s existing policy.

(d)       The Company will pay Stoeckert a bonus for FY’08 based upon business and financial results as of June 30, 2008 in accordance with the terms of Stoeckert’s FY’08 bonus plan (the “FY’08 Bonus”). The Company will pay Stoeckert an additional bonus of $200,000 in recognition of Stoeckert’s years of service and performance as President of ES International (the “Additional Bonus”). The FY’08 Bonus and the Additional Bonus will be paid by September 1, 2008.

(e)       Stoeckert is a participant in the Company’s FY’06 – FY’08 Growth Incentive Program (the “GIP”) and the FY’07 – FY’08 Accelerated Revenue Program (the “ARP”) (collectively, the “Programs”). Actual payouts under the Programs will be calculated per the terms of the GIP and the ARP. Stoeckert will be entitled to receive by September 1, 2008 any payments that may be awarded to him under the Programs as per their respective terms and not inconsistent with how Employer Services International Program participants will be paid.

(f)        The Company will extend the automobile lease provided on Stoeckert’s behalf on its current terms and conditions (excluding replacement of the Leased Vehicle) for the vehicle leased on May 24, 2005 (the “Leased Vehicle”), including but not limited to the payment by the Company of automobile insurance, until the earliest of (a) January 31, 2010 or (b) the date Stoeckert commences other full-time employment (each hereinafter referred to as the “Last Car Date”). Stoeckert may at any time by or before the Last Car Date (i) purchase the Leased Vehicle at the ADP Executive Car Program calculated value or (ii) return the Leased Vehicle, by giving

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the Company a written notice of his intent to purchase or return the Leased Vehicle by or before the Last Car Date. If Stoeckert elects to purchase the Leased Vehicle, the purchase price to be paid to ADP will be reduced by the proportionate share of his ownership interest and title will be delivered to him within ten (10) business days of receipt by ADP of both written notification of Stoeckert’s intent to purchase the Leased Vehicle and payment of the purchase price for the Leased Vehicle. If Stoeckert elects not to purchase the Leased Vehicle, the Leased Vehicle must be returned to the Company by the Last Car Date. If the Leased Vehicle is returned by Stoeckert or his estate, Stoeckert or his estate shall be paid the proportionate share of his ownership interest in the Leased Vehicle in accordance with the current terms and conditions of the automobile lease. If the Leased Vehicle is stolen or damaged beyond repair prior to the Last Car Date, ADP will (i) provide Stoeckert with a vehicle from the pool of executive vehicles (or a vehicle similar to those in the pool) through January 31, 2010 and (ii) pay Stoeckert for the proportionate share of his ownership interest in the Leased Vehicle as of the date the Leased Vehicle is stolen or damaged beyond repair.

(g)        Stoeckert will be eligible to enroll in the ADP Executive Retiree Medical Plan (the “Retiree Medical Plan”) as of August 1, 2008, in accordance with the terms of the Retiree Medical Plan, which has not been modified in any way by the Agreement. Stoeckert’s other welfare benefits (vision, life, long-term disability, Accidental Death & Dismemberment Insurance, Business Travel Accident Insurance, Personal Accident Insurance and any other welfare benefits ADP may provide) will terminate on July 31, 2008. Stoeckert will have the right to continue health and FSA benefits in accordance with the Consolidated Omnibus Budget

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Reconciliation Act and will be separately notified of conversion privileges, if any, for Stoeckert’s welfare benefits.

(h)       All ADP stock options previously granted to Stoeckert will continue to vest through January 31, 2010. Stoeckert may exercise all vested ADP stock options within 60 days of January 31, 2010, provided that for any ADP stock option grant after January 1, 1999, Stoeckert may exercise any such vested options within 36 months of January 31, 2010. Notwithstanding the foregoing, all vested stock options must be exercised prior to occurrence of an original expiration date as set forth in an applicable stock option grant . All stock options that vest after January 31, 2010 will be cancelled. All vested stock options that are not exercised within the time periods set forth above will be cancelled. Stoeckert agrees to abide by all of the terms and conditions of agreements with ADP dated November 12, 1996, November 11, 1997, January 27, 2005 and January 27, 2006 executed in connection with all ADP stock options previously granted to Stoeckert (the “Stock Option Agreements”), and that any Non-Competition Period, as defined in any such Stock Option Agreements, shall begin after January 31, 2010.

(i)        For purposes of the Automatic Data Processing, Inc. Retirement and Savings Plan and/or the Automatic Data Processing, Inc. Pension Retirement Plan (collectively referred to as the “Plans”), Stoeckert will be considered a terminated employee as of July 31, 2008. As such, contributions, vesting, matches and other service based benefits, rights and features accorded to employees will terminate as of July 31, 2008. All the terms and conditions of the Plans will be governed by the controlling plan documents. The Plans have not been modified in any way by the Agreement.

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(j)        For purposes of the Automatic Data Processing, Inc. Amended and Restated Employees’ Savings-Stock Purchase Plan (the “Purchase Plan”), Stoeckert’s “Continuous Status as an Employee” as defined in section 2(g) of the Purchase Plan will be considered to have terminated as of July 31, 2008, his departure from the Company will be considered “Retirement” as defined in section 2(bb) of the Purchase Plan and he shall be entitled to the benefits of section 10(c) of the Purchase Plan. The Purchase Plan has not been modified in any way by the Agreement.

(k)       Stoeckert will be entitled to keep the 834 shares of ADP common stock awarded to him pursuant to the Restricted Stock Purchase Agreement dated September 22, 2006 (the “2006 RSPA”), which have restrictions lapsing on July 1, 2009, provided he does not violate any non-competition, non-solicitation, non-disclosure or confidentiality obligations reflected in the Stock Option Agreements or the Agreement (each a “Restrictive Covenant”). If prior to July 1, 2009 Stoeckert violates any Restrictive Covenant, Stoeckert shall immediately forfeit without consideration such 834 shares of ADP common stock. All other terms and conditions of the 2006 RSPA will remain in effect.

(l)        Stoeckert was recommended for a target award of 11,414 shares of ADP common stock under ADP’s FY’07 – FY’08 Performance-Based Restricted Stock Program (“PBRS Program”), to be awarded per the terms of the PBRS Pr