Paychex Vice President Incentive Program Agreement for Fiscal 2010

Summary

This agreement outlines Paychex's 2010 incentive program for all Vice Presidents. Eligible VPs can earn a bonus of up to 80% of their base salary, based on performance against goals set by the Board of Directors. To receive the bonus, VPs must be employed at the end of the fiscal year, with exceptions for death or long-term disability. The plan is managed by the Governance and Compensation Committee and may be changed or ended at any time. Employment remains at-will, and the agreement does not guarantee continued employment.

EX-10.22 8 l36954aexv10w22.htm EX-10.22 EX-10.22

EXHIBIT 10.22

VICE PRESIDENT
INCENTIVE PROGRAM — FISCAL 2010


Participants:		All Vice Presidents (VPs).

Target Incentive:		Incentive is equal to 50% of base salary at 100% achievement of performance criteria. A maximum incentive of 80% of base salary can be achieved.

Performance Criteria:		Appendix A describes the schedule of incentive attainment and plan goals based on actual performance versus plan performance. The plan performance is based on the financial plan approved by the Board of Directors at the July 2009 Board Meeting.

Payment:		Incentive payments for fiscal year 2010 will be made in July 2010 following approval by the Board of Directors. The Vice President must be active in the role and a Paychex employee at the end of the applicable fiscal year to be eligible for the annual bonus, except as noted under the Partial Year section below.

Partial Year:		Vice Presidents appointed during the fiscal year will be eligible for a bonus award based on a partial year formula calculation. The calculated amount is subject to adjustment by the Plan Administrators and must be reviewed with the Board of Directors to determine if the payment is fair.

		Vice Presidents who terminate employment with Paychex, or whose employment is terminated by Paychex (except for death or long term disability) at any time during the plan year will not be entitled to a bonus.

		A Vice President (or their beneficiaries or legal representatives) who dies or is on long-term disability is eligible for a bonus award based on a partial year formula calculation. The calculated amount is subject to adjustment by the Plan Administrators and must be reviewed by the Board of Directors to determine if the payment is fair.

Plan Administration:		The incentive plan will be administered and interpreted by the Governance and Compensation Committee, as approved by the Board of Directors. There are no deviations from plan criteria unless specifically agreed to in writing by Board of Directors, as recommended by the Plan Administrator. The plan may be amended, suspended or terminated at any time.

		This does not constitute a contract of or for employment of any specific duration. Paychex abides by the principle of employment-at-will, which permits the company or the employee to terminate the employment relationship with or without notice, with or without cause, at any time.