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)
EXHIBIT 10.19
PAYCHEX, INC.
2002 STOCK INCENTIVE PLAN
(as amended and restated effective October 12, 2005)
2002 STOCK INCENTIVE PLAN
(as amended and restated effective October 12, 2005)
FORM OF 2009-2010 OFFICER PERFORMANCE INCENTIVE
AWARD AGREEMENT (QUANTITATIVE COMPONENT)
AWARD AGREEMENT (QUANTITATIVE COMPONENT)
| Participant Name | ||
Award Date
|
, 2009 | |
Performance Period
|
June 1, 2009 through May 31, 2010 | |
Total Target Value
|
$ | |
Total Maximum Value
|
$ |
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 Potential Value to
determine the Actual Value of the Award.
(b)
New
Business Revenue (PAR) Value. The PAR Value shall be your current annual base pay (the
“Base Value”), multiplied by the PAR Payment Percentage from your Award Notice, based on the PAR
Revenue for the Performance Period. “PAR” for the Performance Period means Total New Business
Revenue sold for the Performance Period.
(c)
Revenue Value. The Revenue Value shall be the Base Value, multiplied by the Revenue Payment Percentage from your Award Notice, based on the Revenue
for the Performance Period. “Revenue” for the Performance Period means Total Service Revenue for
the Performance Period.
(d) Operating Income Value. The Operating Income Value shall be the Base Value, multiplied by
the Operating Income Payment Percentage as set forth on your Award Notice, based on the Operating
Income for the Performance Period. “Operating Income” means Operating Income, less Interest on
Funds Held for Clients, for the Performance Period.
(e) Operating Income to Revenue Ratio Value. The Operating Income to Revenue Ratio Value
shall be the Base Value, multiplied by the Operating Income to Revenue Ratio Payment Percentage as
set forth in your Award Notice, based on the Operating Income to Revenue Ratio for the Performance
Period “Operating Income to Revenue Ratio” for the Performance Period means (1) Operating Income,
less Interest on Funds Held for Clients, for the Performance Period, over (2) Total Service Revenue
for the Performance Period.
(f) Calculation. In determining the Potential Value of the Award, “Total Service Revenue,”
“Operating Income” and “Interest on Funds Held for Clients” for a specified period shall mean the
total service revenue, operating income and interest on funds held for clients for such period,
respectively, each as reported in the Company’s annual audited financial statements for the
Performance Period, but in each case excluding the following (each, an “Exclusion Item”): asset
write-downs; litigation or claim judgments or settlements; changes in tax law, accounting
principles or other such laws or provisions affecting reported results; severance, contract
termination and other costs related to entering or exiting certain business activities; and gains
or losses from the acquisition or disposition of businesses or assets or from the early
extinguishment of debt, or other unusual items. In determining the Potential Value of the Award,
“Total New Business Revenue” shall mean the total new business revenue for the Performance Period. In addition to its general authority to
reduce the Potential Value, when determining the Actual Value of the
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Award, the Committee may, in its sole discretion, take into consideration the effect of the
inclusion of one or more of the Exclusion Items, provided, however, that the Actual Value may not
exceed the Potential Value as determined pursuant to this Section 4.
(g) Committee’s Determinations Final. The Committee’s determination of the PAR Value, Revenue
Value, Operating Income Value, Operating Income to Revenue Ratio Value, Potential Value and Actual
Value pursuant to this Award Agreement shall be final, binding and conclusive upon you and all
persons claiming under or through you.
5. Payment of Award. The Actual Value, as determined pursuant to Section 4, if any,
shall become payable to you in cash as promptly as practicable following the determination of such
amount by the Committee, but in no event later than August 15th of the calendar year in which the Performance Period ends (the “Payment Date”). Any payment made in
respect of the Award will be reduced by the amount of all taxes required by any governmental
authority to be withheld and paid over by the Company or any Affiliate to the governmental
authority on account of such payment.
6. Miscellaneous.
(a) Qualified Performance-Based Compensation. The Award is intended to qualify as “qualified
performance-based compensation” for purposes of Section 162(m) of the Code, and this Award
Agreement shall be interpreted and the Award shall be administered consistent with such intention.
(b) Section 409A. The Award is intended to be exempt from the requirements of Section 409A of
the Code, and this Award Agreement shall be interpreted and the Award shall be administered
consistent with such intention.
(c) Amendment. Except as otherwise provided by the Plan, the Company may only alter, amend or
terminate the Award with your consent.
(d) No Right to Employment. Neither the Plan, the granting of the Award nor this Award
Agreement gives you any right to remain in the employment of the Company or any Affiliate.
(e) Nontransferable. The Award may not be sold, assigned, transferred, pledged or encumbered
in any way prior to the payment thereof, whether by operation of law or otherwise.
(f) Governing Law. This Award Agreement shall be governed by and construed in accordance with
the laws of the State of New York, except as superseded by applicable federal law, without giving
effect to its conflicts of law provisions.
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