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 November, 2008, by and between S. Michael Martone (hereinafter referred to as “Martone”), and Automatic Data Processing, Inc. (hereinafter referred to as the “Company”).

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

1.         Martone’s employment with the Company will terminate effective January 2, 2009 and Martone shall retire from the Company effective such date. Effective January 2, 2009, Martone shall cease to be an executive officer of the Company.

(a)        The Company will pay Martone severance in the total gross amount of $775,000.00. This severance amount will be paid out in one payment of $387,500.00 on July 2, 2009, and in six additional monthly installments (the “Monthly Installments”). The Monthly Installments shall be paid out in five monthly installments of $64,583.33 and one final monthly installment of $64,583.35, to be paid over the period from July 2, 2009 though December 31, 2009, 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 Martone becomes re-employed with the Company before December 31, 2009, Martone will not be entitled to any further payments under this paragraph 2(a).

(b)       The Company will pay Martone for all accrued and unused vacation as of January 2, 2009.

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(c)       The Company will reimburse Martone for outstanding expenses properly incurred prior to January 2, 2009 that are submitted to the Company no later than February 1, 2009. All such expenses will be reimbursed in accordance with the Company’s existing policy. In addition, the Company will pay (i) the lease on Martone’s apartment at Livingston Town Center in Livingston, NJ (the “Apartment”) through December 31, 2008; and (ii) reasonable expenses to move Martone’s household goods from the Apartment to North Carolina in an amount not to exceed $15,000.00.

(d)       The Company will pay Martone a bonus for FY’09 at his FY’09 target bonus of $775,000.00 (the “FY’09 Bonus”). The Company will pay Martone an additional bonus of $300,000.00 in recognition of Martone’s years of service and performance as Chief Operating Officer (the “Additional Bonus”). The FY’09 Bonus and the Additional Bonus will be paid by September 1, 2009. Payment of these amounts will be in lump sum payments, less federal, sate and local taxes and socials security taxes, as well as any other standard deductions.

(e)       The Company will continue the automobile lease (the “Leased Vehicle”) provided to Martone’s through the end of the current lease on its current terms and conditions (the “Lease Program”). Notwithstanding the foregoing, the Lease Program shall not include replacement of the Leased Vehicle.

(f)         Martone will be eligible to enroll in the ADP Executive Retiree Medical Plan (the “Retiree Medical Plan”) as of January 3, 2009, in accordance with the terms of the Retiree Medical Plan, which has not been modified in any way by the Agreement. Martone’s other welfare benefits (vision, life, long-term disability, Accidental Death & Dismemberment Insurance, Business Travel Accident Insurance, Personal Accident Insurance and any other

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welfare benefits the Company may provide) will terminate on January 2, 2009. Martone will have the right to continue health and FSA benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act and will be separately notified of conversion privileges, if any, for Martone’s welfare benefits. Nothing in the Agreement is intended to waive or release Martone’s ability to submit and be paid for claims for welfare benefits provided by the Company in accordance with the terms of the plans governing such welfare benefits.

(g)       Martone agrees to abide by all of the terms and conditions of agreements with the Company executed in connection with all ADP stock options or restricted stock previously granted to Martone (the “Stock Agreements”), and that any Non-Competition Period, as defined in any such Stock Agreements, shall not terminate until twelve months after December 31, 2009. All ADP stock options previously granted to Martone will continue to vest through December 31, 2009. Provided he does not violate any non-competition, non-solicitation, non-disclosure or confidentiality obligations reflected in the any Stock Agreements or the Agreement (each a “Restrictive Covenant”) before December 31, 2009, all stock options that have not vested by December 31, 2009 will vest on December 31, 2009. Martone may exercise all vested ADP stock options within 36 months of December 31, 2009. 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 vested stock options that are not exercised within the time periods set forth above will be cancelled.

(h)       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”), Martone will be considered a terminated employee as of January 2, 2009. As such,

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contributions, vesting, matches and other service based benefits, rights and features accorded to employees will terminate as of January 2, 2009. 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. Nothing in the Agreement is intended to waive or release Martone’s ability to receive benefits in accordance with the Plans.

(i)        For purposes of the Automatic Data Processing, Inc. Amended and Restated Employees’ Savings-Stock Purchase Plan (the “Purchase Plan”), Martone’s “Continuous Status as an Employee” as defined in section 2(g) of the Purchase Plan will be considered to have terminated as of January 2, 2009, 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.

(j)        Martone will be entitled to keep the 1,375 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 Restrictive Covenant. If prior to July 1, 2009 Martone violates any Restrictive Covenant, Martone shall immediately forfeit without consideration such 1,375 shares of ADP common stock. All other terms and conditions of the 2006 RSPA will remain in effect.

(k)       Martone was awarded shares of ADP common stock under ADP’s FY’07 – FY’08 Performance-Based Restricted Stock Program (the “FY’07-FY’08 PBRS Program”), with restrictions lapsing on March 10, 2009. Martone will be entitled to keep any such FY’07-FY’08 PBRS Program shares awarded to him provided he does not, prior to March 10, 2009, violate any

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Restrictive Covenant. If prior to March 10, 2009 Martone violates any Restrictive Covenant, Martone shall immediately forfeit without consideration such FY’07-FY’08 PBRS Program shares. All other terms and conditions of the FY’07-FY’08 PBRS Program shall remain in effect.

(l)        Martone was recommended for a target award of shares of ADP common stock under ADP’s FY’08 – FY’09 Performance-Based Restricted Stock Program (the “FY’08-FY’09 PBRS Program”), to be awarded per the terms of the FY’08-FY’09 PBRS Program in September 2009 with restrictions lapsing in March 2010, such terms to include, without limitation, the execution of a Restrictive Covenant. Martone will be entitled to keep any such FY’08-FY’09 PBRS Program shares awarded to him in September 2009 and the restrictions shall be lifted on December 31, 2009 provided he does not, prior to December 31, 2009, violate any Restri