Exhibit 10.33 

AUTOMATIC DATA PROCESSING, INC. 2008
OMNIBUS AWARD PLAN
FORM OF DEFERRED STOCK UNIT AWARD AGREEMENT 

     AUTOMATIC DATA
PROCESSING, INC. (the “Company”), pursuant to the 2008 Omnibus Award Plan (the
“Plan”),
hereby irrevocably grants you (the “Participant”), on XXXX XX, 20__, a
forfeitable deferred stock unit award (the “Deferred Stock Unit Award”), subject
to the restrictions, terms and conditions herein. 

    
WHEREAS, the Participant is a participant in the one-year
performance-based restricted stock program of the Company for the Company’s 20__
fiscal year (the “PBRS Program”);

    
WHEREAS, the Participant has previously elected to defer all or a portion
of the award of common stock, par value $0.10 per share, of the Company (that
would otherwise have been deliverable on the date hereof in respect of the PBRS
Program) pursuant to the terms of the Automatic Data Processing, Inc. Deferred
Compensation Plan (the “Deferred Compensation
Plan”); and 

    
WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors
of the Company has determined that it would be in the best interests of the
Company and its stockholders to grant the award provided for herein to the
Participant, on the terms and conditions described in this Deferred Stock Unit
Award agreement (this “Agreement”). 

    
NOW, THEREFORE, for and in consideration of the premises and the
covenants of the parties contained in this Agreement, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto, for themselves, their successors and assigns, hereby agree as follows:


1.
Terms and Conditions. 

    
(a) Credit to Deferred Compensation Plan.
In accordance with the Deferred Compensation Plan, the Company shall credit the
Participant with the number of Company stock units equal to the number of shares
of common stock of the Company earned by the Participant under the PBRS Program
and which the Participant previously elected to defer under the Deferred
Compensation Plan.

    
(b) Vesting. Subject to the Deferred
Compensation Plan and the other terms and conditions contained in this
Agreement, the restricted period with respect to your Deferred Stock Unit Award
shall lapse on XXXX XX, 20__. 

    
(c) Settlement; Dividend Equivalents. The
Deferred Stock Unit Award shall be settled at such time and in such manner as
provided in accordance with the election made by the Participant and pursuant to
the terms of the Deferred Compensation Plan, and any shares of common stock of
the Company in respect thereof shall be deemed issued under the Plan. Until
shares of common stock of the Company are delivered to the Participant in
respect of the settlement of the Deferred Stock Unit Award, at no time shall the
Participant be deemed for any purpose to be the owner of shares of common stock
of the Company in connection with the Deferred Stock Unit Award and the
Participant shall have no right to dividends in respect of the Deferred Stock
Unit Award. However, the Participant shall be entitled to receive dividend
equivalents in respect of the Company stock units credited to the Participant’s
account in accordance with the terms of the Deferred Compensation Plan.


    
(d) Book
Entry. The Committee shall cause the shares
of common stock of the Company (issuable in respect of the Deferred Stock Unit
Award that vests pursuant to Section 1(b) and become deliverable in accordance
with the Deferred Compensation Plan and the Participant’s deferral election) to
be registered in the name of the Participant and held in book-entry form subject
to the Company’s directions. 

    
(e) Forfeiture. Except as otherwise
determined by the Committee in its sole discretion, the unvested Deferred Stock
Unit Award shall be forfeited without consideration to the Participant upon the
Participant’s termination of employment with the Company or its Affiliates for
any reason (and the Participant shall forfeit any rights to receive any
shares of common stock of the Company in respect of the Deferred Stock Unit
Award under the Plan or the Deferred Compensation Plan). In accordance with the
Deferred Compensation Plan, the Participant shall
not forfeit any dividend equivalents accumulated in respect a forfeited Deferred
Stock Unit Award. 








2.
Restrictive Covenant; Clawback; Incorporation
by Reference.

     (a) Restrictive
Covenant. The effectiveness of the Deferred
Stock Unit Award granted hereunder is conditioned upon (i) the Participant
having executed and delivered a restrictive covenant to the Company in
connection with any previous grant by the Company of any restricted stock or
deferred stock units, or (ii) the execution and delivery by the Participant
within six months from the date of this Deferred Stock Unit Award of the
restrictive covenant furnished herewith. If the Company does not receive the
signed (whether electronically or otherwise) restrictive covenant within such
six-month period, this Deferred Stock Unit Award shall be terminable by the
Company. 

    
(b) Clawback/Forfeiture. Notwithstanding
anything to the contrary contained herein, the Deferred Stock Unit Award may be
forfeited without consideration if the Participant, as determined by the
Committee in its sole discretion (i) engages in an activity that is in conflict
with or adverse to the interests of the Company or any Affiliate, including but
not limited to fraud or conduct contributing to any financial restatements or
irregularities, or (ii) without the consent of the Company, while employed by or
providing services to the Company or any Affiliate or after termination of such
employment or service, violates a non-competition, non-solicitation or
non-disclosure covenant or agreement between the Participant and the Company or
any Affiliate. If the Participant engages in any activity referred to in the
preceding sentence, the Participant shall, at the sole discretion of the
Committee, forfeit any gain realized in respect of the shares of common stock of
the Company delivered in respect of the Deferred Stock Unit Award (which gain
shall be deemed to be an amount equal to the Fair Market Value on the date on
which such shares were delivered to the Participant), and repay such amount to
the Company. 

    
(c) Incorporation by Reference, Etc. The
provisions of the Plan are hereby incorporated herein by reference. Except as
otherwise expressly set forth herein, this Agreement shall be construed in
accordance with the provisions of the Plan and any capitalized terms not
otherwise defined in this Agreement shall have the definitions set forth in the
Plan.

3.
Compliance with Legal
Requirements. The granting and delivery of
the Deferred Stock Unit Award, and any other obligations of the Company under
this Agreement, shall be subject to all applicable federal, state, local and
foreign laws, rules and regulations and to such approvals by any regulatory or
governmental agency as may be required.

4.
Transferability. The Deferred Stock Unit Award may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant other
than by will or by the laws of descent and distribution and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
be void and unenforceable against the Company or an Affiliate. 

5.
Miscellaneous. 

    
(a) Waiver. Any right of the Company
contained in this Agreement may be waived in writing by the Committee. No waiver
of any right hereunder by any party shall operate as a waiver of any other
right, or as a waiver of the same right with respect to any subsequent occasion
for its exercise, or as a waiver of any right to damages. No waiver by any party
of any breach of this Agreement shall be held to constitute a waiver of any
other breach or a waiver of the continuation of the same breach.

    
(b) Severability. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and each
other provision of this Agreement shall be severable and enforceable to the
extent permitted by law.


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(c) No
Right to Employment. Nothing contained in
this Agreement shall be construed as giving the Participant any right to be
retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with
or restrict in any way the right of the Company or its Affiliates, which are
hereby expressly reserved, to remove, terminate or discharge the Participant
with or without cause at any time for any reason whatsoever. Although over the
course of employment terms and conditions of employment may change, the at-will
term of employment will not change. 

     (d) Successors. The terms of this Agreement shall be binding upon and inure
to the benefit of the Company, its successors and assigns, the Participant and
the beneficiaries, executors, administrators, heirs and successors of the
Participant.

    
(e) Entire Agreement. This Agreement, the
Plan and the Deferred Compensation Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter contained
herein and supersede all prior communications, representations and negotiations
in respect thereto. No change, modification or waiver of any provision of this
Agreement shall be valid unless the same be in writing and signed by the parties
hereto, except for any changes permitted without consent of the Participant
under the Plan or the Deferred Compensation Plan. 

    
(f) Governing Law. This Agreement shall be
construed and interpreted in accordance with the laws of the State of Delaware
without regard to principles of conflicts of law thereof, or principles of
conflicts of laws of any other jurisdiction which could cause the application of
the laws of any jurisdiction other than the State of Delaware.

    
(g) Headings. The headings of the Sections
hereof are provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this
Agreement.

		AUTOMATIC
      DATA PROCESSING, INC.
	 		 
			 
		By:  	 	 
			Name:
			Title:


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