Paychex, Inc. Officer Performance Incentive Program for Fiscal Year Ending 05/31/06

Summary

This agreement outlines Paychex, Inc.'s incentive program for its executive officers for the fiscal year ending May 31, 2006. Executive officers, including the CEO, are eligible for cash bonuses based on company performance metrics such as revenue and operating income growth, as determined by the Board of Directors. The CEO may receive up to 100% of base salary, while other executives may receive up to 70%. Bonuses are paid after Board approval, and officers must be employed at year-end to qualify. The Board retains full discretion to modify or terminate the program.

EX-10.L 4 l14112aexv10wl.txt EXHIBIT 10.L OFFICER PERFORMANCE INCENTIVE PROGRAM FYE 05/31/06 EXHIBIT 10(l) PAYCHEX, INC. OFFICER PERFORMANCE INCENTIVE PROGRAM FISCAL 2006 PLAN DESCRIPTION 1. Participants: Executive Officers of Paychex, Inc. 2. The maximum incentive for the Chief Executive Officer is 100% of base salary plus any bonus awards recommended by the Compensation Committee and approved by the Board of Directors for over-achievement of operating objectives. The maximum is 70% of base salary for all other Executive Officers. 3. Performance Criteria: The payment of cash bonus awards to participants shall be determined by the Board on a discretionary basis based primarily on how year-over-year revenue growth, year-over-year growth in operating income excluding interest on funds held for clients, and improvement in operating income excluding interest on funds held for clients as a percentage of service revenues for the fiscal year compare to the goals that are established annually by the Board of Directors. 4. Payment: Incentive payments to be paid in July 2006 after Board approval. Officer must be employed at the fiscal year end to be eligible for any bonus. 5. Changes and Termination: Bonus awards, changes to and termination of the Program is at the sole discretion of the Board.