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– Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/29/07 Automatic Data Processing Inc 10-K¶ 6/30/07 11:1.3M DG3/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.09M 11: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 4K 3: EX-10.20 Directors Compensation Summary Sheet HTML 9K 4: EX-10.21 Summary of Compensation Arrangement HTML 6K 2: EX-10.4 Supplemental Officers Retirement Plan HTML 47K 5: EX-21 Subsidiaries of the Company HTML 17K 6: EX-23 Consent of Independent Registered Public HTML 9K 7: EX-31.1 Certification by Gary C. Butler HTML 11K 8: EX-31.2 Certification by Christopher R. Reidy HTML 11K 9: EX-32.1 Certification by Gary C. Butler HTML 8K 10: EX-32.2 Certification by Christopher R. Reidy HTML 8K
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Exhibit 10.4
AUTOMATIC DATA PROCESSING, INC.
SUPPLEMENTAL OFFICERS RETIREMENT PLAN
The
purpose of this Supplemental Officers Retirement Plan (the "Plan") is to provide
an additional means by which AUTOMATIC DATA
PROCESSING, INC. may attract, retain and encourage
the productive efforts of a select group of corporate vice presidents and more
senior corporate officers who provide valuable services to AUTOMATIC DATA PROCESSING, INC. and its
subsidiaries. The Plan provides supplemental retirement benefits to qualifying
participants.
The Plan is as
follows:
ARTICLE I
DEFINITIONS
The following terms when used in this Plan shall have the designated meaning, unless a different meaning is clearly required by the context.
1.1
Annual Plan
Benefit. The Annual Plan
Benefit shall be the annual amount of a Participant's Plan benefit calculated in
accordance with the provisions of Section 3.1
below.
1.2 Annual Benefit Multiplier. The Annual Benefit Multiplier shall be
1-1/2%.
1.3 Committee. Three
board members or senior officers of the Corporation appointed from time to time
by the Board of Directors of the
Company.
1.4 Board. The Board
of Directors of the
Company.
1.5 Code. The
Internal Revenue Code of 1986, as
amended.
1.6 Company. Automatic Data Processing, Inc. ("ADP") and its subsidiaries, and
ADP's successors.
1.7 Early Retirement Date. The date on
which a Participant attains age sixty (60).
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1.8 Final Average Annual Pay. The average annual compensation
of a Participant for the five full consecutive calendar years during his Future
Service period during which he received the largest total amount of
compensation. For this purpose, a Participant’s “compensation” shall mean the
total compensation actually paid or accrued by the Company to or for such
Participant including, without limitation, bonuses paid or accrued (other than
any bonuses paid or accrued under the Company’s three-year GIP growth incentive
plan), performance incentive payments and the like and restricted stock plans
and programs (other than (A) the Company’s 2005 fiscal year and 2006 fiscal year
broad-based performance-based restricted stock programs (PBRS) in which all
“letter grade” associates participated and (B) the Company’s two-year
accelerated revenue PBRS programs (i.e. the ARPs), the first of which commenced
in the Company’s 2007 fiscal year), and excluding relocation pay, compensation
derived from stock options, stock appreciation rights or any similar plans;
provided that, notwithstanding anything to the contrary set forth herein,
amounts deferred at such Participant’s election under a plan described in
section 401(k) of the Code, and the value (at time of grant) of any stock option
grant made in lieu of a bonus payment, shall be included in such Participant’s
compensation.The Company’s chief executive officer shall determine the value of
any stock option grant made in lieu of a bonus payment, which value shall not,
in any event, be: (i) greater than the “target bonus” amount of the stock option
grant was made in lieu of (the “Substituted Amount”) or (ii) less than the
amount such Participant would have received had the foregoing stock option grant
not been made and the normal bonus “scoring” methodology been applied to the
Substituted Amount, provided that such amount shall not exceed the Substituted
Amount. The value of such stock option grant shall be included in a
Participant’s compensation in the calendar year in which the bonus (which the
stock option was granted in lieu of) would have otherwise been paid or accrued.
The value (on the date that restrictions lapse) of a Participant’s restricted
stock with restrictions lapsing during the Company’s fiscal year that begins
during the applicable calendar year shall be included in the Participant’s
compensation for such calendar year; provided that, in the case of restricted
stock that is includable in a Participant’s compensation for calendar year 2007,
the value of such restricted stock will be determined by multiplying (a) the
price of a share of the Company’s common stock on the date the restrictions
thereon lapse (determined consistently with past practice), by (b) the number
resulting from multiplying the aggregate number of includable restricted shares
by a fraction, the numerator of which is the “last trade” price of a share of
the Company’s common stock on the trading date immediately prior to the date the
Spin-off occurs and the denominator of which is the “first trade” price of the
Company’s common stock on the trading date on which the Spin-off has
occurred.
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1.9
Future
Service. A Participant's period of full calendar
years of continuous employment with the Company after his Plan participation has
begun. Leaves of absence of less than six months may be taken into account as
Future Service, to the extent provided by the Committee. The Committee may, in
the applicable Supplement, grant a Participant prior service credit for
determining the length of his Future Service period. In
addition, at the discretion of the Company’s Chief Executive Officer,
for the calendar year in which a Participant incurs either an
involuntary severance or severance which entitles the Participant to severance
pay under the Company’s severance policy, the Participant shall be credited with one full
calendar year without regard to when such severance pay terminates. Such service
shall in no event be duplicative of service otherwise credited under the Plan
and shall not be extended under this provision beyond the calendar year in which
the severance pay commences.
1.10 Government Sponsored Plan Benefits. The annual amount of benefits to which a Participant is
entitled on his Normal Retirement Date under all government sponsored retirement
benefit plans (including, without limitation, Participant's Social Security
benefits). A Participant's government sponsored retirement plan benefits shall
be expressed as an annual amount in the form of an actuarially equivalent
straight life annuity starting on his Normal Retirement
Date.
1.11 Maximum Annual Benefit Limitation. The Maximum Annual Benefit Limitation shall be 25% of a
Participant's Final Average Annual
Pay.
1.12 Normal Retirement Date. The date on which the Participant attains age sixty-five
(65).
1.13 Other Retirement Benefits. The sum of the Participant's Private Sector Plan Benefits and his
Government Sponsored Plan
Benefits.
1.14 Participant. An
individual who has been designated as a Participant by the Committee pursuant to
Article
II.
1.15
Pension Plan.
Automatic Data Processing, Inc. Pension Retirement
Plan.
1.16 Private Sector Plan Benefits. The
annual amount of benefits to which a Participant is entitled on his Normal
Retirement Date under all retirement plans maintained by the Company (other than
this Plan), or by any former or subsequent employer of Participant (other than a
governmental body covered by Section 1.10 above), whether as a periodic payment,
as a lump sum, or otherwise. A Participant's Private Sector Plan Benefits shall
be expressed as an annual amount in the form of an actuarially equivalent
straight life annuity starting at his Normal Retirement Date.
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1.17
Spin-off. The
tax-free spin-off of the Company’s Brokerage Services Group
business.
1.18 Supplement. A
supplement attached to and made a part of this Plan, which shall set forth for
each Participant any special conditions applicable to
him.
1.19 Termination of Employment. References hereunder to a Participant's termination of employment,
the date a Participant's employment terminates and the like, shall refer to the
ceasing of the Participant's employment with the Company for any
reason.
1.20 Vested Percentage. Except to the extent set forth in Sections 3.4 and 5.5, until a
Participant completes 5 full calendar years of Future Service, such
Participant's Vested Percentage shall be 0% and he shall not be entitled to any
Plan benefits hereunder. Upon completing 5, 6, 7, 8, 9, and 10 or more full
calendar years of Future Service, a Participant's Vested Percentage shall be
50%, 60%, 70%, 80%, 90%, and 100%, respectively. The Committee may, in the
applicable Supplement, grant a Participant prior service credit for determining
his Vesting Percentage purposes. Any Participant who has passed the age of 55
and served as a corporate officer for more than 5 years as of the effective date
of this Plan, January 1, 1989, shall be 100% vested in all of his plan benefits
hereunder.
ARTICLE II
ELIGIBILITY
(a) The
Committee may at any time and from time to time (but prospectively only)
designate any corporate vice president or any more senior corporate officer of
the Company as a Participant in the Plan; provided that such person participates
to the maximum extent permissible in the Company's other retirement plans
(including, without limitation, the Automatic Data Processing, Inc. Retirement
and Savings Plan and the Automatic Data Processing, Inc. Pension Retirement
Plan) during the entire period he is a Participant in the Plan.
(b) A person
shall automatically cease to be a Participant on the earlier to occur of the
date on which: (i) he is no longer a corporate vice president or a more senior
corporate officer of the Company; or (ii) he ceases to participate to the
maximum extent permissible in the Company's retirement plans (including, without
limitation, the Automatic Data Processing, Inc. Retirement and Savings Plan and
the Automatic Data Processing, Inc. Pension Retirement Plan).
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ARTICLE III
RETIREMENT BENEFITS
3.1
In
General.
(a) A
Participant's Annual Plan Benefit is the product of (i) his Final Average Annual
Pay, (ii) his Future Service period, (iii) the Annual Benefit Multiplier and
(iv) his Vested Percentage, then subtracting from such product the amount
payable under the Pension Plan pursuant to a transfer from the Plan to the
Pension Plan; provided that, in no event, may the Participant’s Annual Plan
Benefit exceed the Maximum Annual Benefit Limitation applicable to him
(including any amount transferred to the Pension
Plan).
(b) In
addition, the Annual Plan Benefits otherwise payable to a Participant under the
Plan's basic benefit formula set forth in Section 3.1(a) above shall be reduced
to the extent necessary to cause the total of (i) Participant's Annual Plan
Benefits and (ii) Participant's annual Other Retirement Benefits not to exceed
60% of Participant's Final Average Annual
Pay.
(c) A
Participant's benefits under this Plan shall be expressed as an annual amount in
the form of a straight life annuity or, at the Committee's election, another
actuarially equivalent payment option (other than a lump
sum).
3.2 Normal Retirement Benefit. Unless the
Participant has commenced payments under the Plan pursuant to Section 3.3
below, the Company will pay the
Participant a monthly benefit, starting on the first of the month after Normal
Retirement Date and ending with the payment for the month in which his death
occurs; provided that no benefit shall be paid hereunder unless and until such
Participant has ceased to be employed by the Company. Such monthly benefit shall
be one-twelfth of such Participant's Annual Plan Benefit determined in
accordance with the provisions of Section 3.1
above.
3.3 Early Retirement Benefit. The Company will pay the Participant a monthly benefit starting on
the first of the month following his Early Retirement Date and ending with the
payment for the month in which his death occurs; provided that no benefit shall
be paid hereunder unless and until such Participant has ceased to be employed by
the Company. Such monthly benefit shall be in an amount equal to the product of
the monthly benefit the Participant would have received under Section 3.2 if the
Participant had commenced receiving payments under the Plan on his Normal
Retirement Date, actuarially reduced to reflect the commencement of the payment
of Plan benefits before his Normal Retirement
Date.
3.4 Disability Retirement Benefit. If a Participant shall incur a Disability while employed
by the Company, the Company shall pay such Participant a monthly benefit
starting on the first day of the calendar month after the date his Disability
begins and ending with the payment for the calendar month in which his death
occurs or his disability ends, whichever occurs first. Such monthly benefit
(which shall not be reduced by, and shall not reduce, the benefits, if any,
payable to a Participant under the Company's Long Term Disability Insurance
Program) shall be calculated in the same way as an Early Retirement benefit
under Section 3.3, based on his Final Average Annual Pay when his Disability
begins (which will, for purposes of this Section 3.4 only, be determined over
less than five full consecutive calendar years to the extent that his Future
Service period is less than five years), except that (i) the Vested Percentage
shall always be 100%, (ii) there shall not be any actuarial reduction to reflect
the commencement of the payment of benefits before his Normal Retirement Date,
and (iii) there shall not be any Future Service period accrual during his
Disability. For purposes of this Section 3.4, "Disability" shall have the same
meaning, and shall be determined in the same manner, as it is determined under
the Company's Long Term Disability Insurance Program as in effect on the date
the Disability begins.
3.5 No
Duplication. In no event shall
benefits become payable to any Participant under more than one Section of this
Article III.
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ARTICLE IV
FORFEITURES
4.1 Forfeiture for Competitive Employment. If a Participant violates the non-competition provisions of any agreement he has entered into with the Company after his employment terminates, or if his employment with the Company is terminated on account of his dishonesty or gross negligence, such Participant shall forever and irrevocably forfeit all benefits otherwise due him under the terms of the Plan.
4.2 Limitation. If any provision of this Article IV shall be unenforceable as a matter of law, it shall be construed to apply to the greatest extent permitted by law so as to give effect to its intended purposes.
ARTICLE V
CONDITIONS RELATED TO BENEFITS
5.1
Administration
of Plan. The Committee shall
administer the Plan and shall have the sole and exclusive authority to
interpret, construe and apply its provisions. The Committee shall have the power
to establish, adopt and revise such rules and regulations as it may deem
necessary or advisable for the administration of the Plan and the operation of
the Committee's activities in connection therewith. All decisions of the
Committee shall be by vote or written consent of the majority of its members and
shall be final and binding. Members of the Committee shall be eligible to
participate in the Plan while serving as a member of the Committee, but a member
of the Committee shall not vote or act upon any matter which relates solely to
such member in his capacity as a
Participant.
5.2 Grantor Trust. The Committee may, at
its discretion, have the Company create a grantor trust (within the meaning of
section 671 of the Code) in connection with the adoption of this Plan to which
it may from time to time contribute amounts to accumulate an appropriate reserve
against its obligations hereunder. Notwithstanding the creation of such trust,
the benefits hereunder shall be a general obligation of the Company.
Except to the extent that the benefit amounts payable hereunder
have been specifically transferred for an identified Participant into the
Pension Plan pursuant to the terms and
conditions of the Pension Plan and are payable thereunder, a Participant shall
have only a contractual right as a general creditor of the Company to the
amounts, if any, payable hereunder and such right shall not be secured by any
assets of the Company or the trust.
5.3 No
Right to Company Assets. Except to the extent
that benefit amounts have been specifically transferred for an identified
Participant into the Pension Plan pursuant to the terms and conditions of the
Pension Plan and are payable thereunder, neither a Participant nor any other
person shall acquire by reason of the Plan any right in
or title to any assets, funds or property of the Company whatsoever including,
without limiting the generality of the foregoing, any specific funds or assets
which the Company may set aside in anticipation of a liability hereunder, nor in
any policy or policies of insurance on the life of a Participant owned by the
Company.
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ARTICLE VI
MISCELLANEOUS
6.1 Nonassignability. No rights or payments to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and no attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be valid, nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any Participant or subject to levy, garnishment, attachment, execution or other legal or equitable process. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant, nor be transferable by operation of law in the event of a Participant's bankruptcy or insolvency.
6.2
Withholding. To
the extent required by law the Company shall be entitled to withhold from any
payments due hereunder any federal, state and local taxes required to be
withheld in connection with such
payment.
6.3 Gender and Number. Wherever appropriate herein, the masculine shall mean the feminine
and the singular shall mean the plural or vice
versa.
6.4 Notice. Any
notice required or permitted to be made under the Plan shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail, to (a) in
the case of notice to the Company or the Committee, the principal office of the
Company, directed to the attention of the Secretary of the Committee, and (b) in
the case of a Participant, such Participant's home or business address
maintained in the Company's personnel records. Such notice shall be deemed given
as of the date of delivery or, if delivery is made by mail, as of the date shown
on the postmark or on the receipt for registration or
certification.
6.5 Validity. In the
event any provision of this Plan is held invalid, void or unenforceable, the
same shall not affect, in any respect whatsoever, the validity of any other
provision of this Plan.
6.6 Applicable Law. This Plan shall be
governed and construed in accordance with the laws of the State of New
Jersey.
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ARTICLE VII
SURVIVOR BENEFITS
7.1 General Rule. In the event of the death of a participant who is at least 35 years of age at the time of his death, who is vested in accordance with the provisions of Paragraph 1.20, and who dies prior to commencing payment of his vested benefit under the Plan, a surviving spouse benefit shall be payable under Section 7.2; provided, however, that a participant who otherwise meets the requirements of this Section 7.1 and who is employed by the Company on or after August 9, 2007 , may elect to waive the surviving spouse benefit provided under Section 7.2 and instead elect the survivor benefit provided under Section 7.3. The waiver and election provided under this Section 7.1 must be made by the participant prior to his death and in accordance with procedures adopted by the Committee.
7.2 Surviving Spouse Benefit. The surviving spouse of a deceased participant who otherwise meets the conditions set forth in Section 7.1 shall be entitled to receive a surviving spouse benefit that is actuarially equivalent to 50% of the participant’s vested benefit under the Plan determined as of the date of his death. This surviving spouse benefit shall be payable monthly as a straight life annuity benefit and shall be calculated in accordance with the benefit which the participant would have been entitled to receive at his Normal Retirement Date actuarially adjusted for the 50% joint and survivor annuity form of payment and actuarially reduced for payment prior to the participant’s Normal Retirement Date. Payment of the surviving spouse benefit shall commence on the later of (i) the date the participant would have attained age 60 had the participant survived until such age or (ii) the date of the participant’s death.
7.3 Survivor Benefit. If elected pursuant to 7.1 herein, the beneficiary of a deceased participant who meets the conditions set forth in Section 7.1 shall be entitled to receive a survivor benefit that is actuarially equivalent to 50% of the participant’s vested benefit under the Plan determined as of the date of his death. This survivor benefit shall be payable monthly as an annuity benefit for a guaranteed period of ten years and shall be calculated in accordance with the benefit which the participant would have been entitled to receive at his Normal Retirement Date actuarially adjusted for the guaranteed ten year annuity form of payment and actuarially reduced for payment prior to the participant’s Normal Retirement Date. Payment of the survivor benefit shall commence on the later of (i) the date the participant would have attained age 60 had the participant survived until such age or (ii) the date of the participant’s death. For purposes of this Section 7.3, a participant may designate his spouse, children, domestic partner, or a trust for the benefit of the participant’s spouse, children, or domestic partner, whichever the case may be, as a beneficiary entitled to receipt of the benefit provided hereunder.
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Supplement A
1.1 In General
(a) As of the Spin-off date, Participants transferring to Broadridge Financial Solutions, Inc. (“Broadridge”) are no longer eligible to participate in the Plan, except executive with employee identification number 100600 (“Executive”).
(b) As of the Spin-off date, Executive’s accrued benefit under the Plan shall be the Executive’s projected accrued benefit at the age of 65 based upon terms and factors agreed upon in Appendix A.
(c) If Executive voluntarily terminates employment with Broadridge prior to age 65, Executive’s accrued benefit will be re-calculated to what Executive would have accrued from the Spin-off date to the last day employed at Broadridge.
(d) Executive will no longer be an eligible Participant of the Plan if Executive becomes a participant in any supplemental officers retirement plan sponsored by Broadridge, whose terms are substantially similar to the Plan as of the Spin-off date. Such determination shall be made solely by the Company.
1.2 Distributions
(a) Executive’s benefits shall commence on his 65th birthday, whether or not Executive is still employed at Broadridge.
(b) Executive’s elections shall be irrevocable.
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Appendix A to Supplement
A
Agreed Upon Assumptions to Project the Benefits to Age 65
1- Projected base pay increase of 4% to
age 65
2- Target bonus percent increase of 4% to age 65
3- Average of the
high & low of the ADP stock price on the day of the spin projected at 8% to
age 65
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Supplement B
Notwithstanding anything in this Plan to the contrary, each Participant with an employee identification number listed below, shall receive a distribution from this Plan commencing as of the first day of the month following the attainment of age 65.
Employee Identification Number
(i) 103621
(ii) 103594
(iii) 103724
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This ‘10-K’ Filing | Date | First | Last | Other Filings | |||||
Filed on: | 8/29/07 | 4 | |||||||
8/9/07 | 9 | 4, 8-K | |||||||
For Period End: | 6/30/07 | 5, 8-K, ARS | |||||||
List all Filings |