Exhibit 10.3

                               STOCK OPTION GRANT
                             (Non-Employee Director)

   AUTOMATIC DATA PROCESSING, INC. (the "Company"), pursuant to the 2000 Stock
   Option Plan (the "Plan"), hereby irrevocably grants to <<FirstName>>
   <<LastName>>, (the "Participant"), on <<Date>> the right and option to
   purchase <<Shares>> shares of the Common Stock of the Company on the
   following terms and conditions:

1.   The option herein granted shall become exercisable in whole or in part as
     follows:

     a. Exercisable as to <<Vesting1>> shares on and after <<Date1>>;

     b.  Exercisable as to an additional  <<Vesting2>>  shares on and after
     <<Date2>>;

     c.  Exercisable as to an additional  <<Vesting3>>  shares on and after
     <<Date3>>;

     d.  Exercisable as to an additional  <<Vesting4>>  shares on and after
     <<Date4>>;

     e.  Exercisable  in its  entirety  on the  earlier of (i) on and after
     <<Date5>>  and (ii) the date such  Participant  retires from the  Company's
     Board  of  Directors,  but only if the  Accelerated  Vesting  Criteria  (as
     defined in Section 8 hereof) is satisfied  at the time of such  retirement;
     and

     f. Exercisable in full (i) upon the death of the Participant,  or (ii)
     in the event of total and permanent disability of the Participant.

     g. Except as  specifically  set forth in Section 1(e) above, no shares
     shall become  exercisable  following  the  cessation  of the  Participant's
     membership on the Company's Board of Directors.

2.   The unexercised portion of the option herein granted shall automatically
     and without notice terminate and become null and void at the time of the
     earliest of the following to occur:

     a. the  expiration  of ten years from the date on which the option was
     granted;

     b. the expiration of 60 days from the date the  Participant  ceases to
     be a member of the Company's Board of Directors;  provided,  however,  that
     (i) if the  Participant  ceases  to be a member of the  Company's  Board of
     Directors  because of total and  permanent  disability,  the  provisions of
     sub-paragraph  (c) shall apply,  (ii) if the Participant  shall die while a
     member of the  Company's  Board of  Directors  or during the 60-day  period
     following the date the  Participant  ceases to be a member of the Company's
     Board of Directors,  the provisions of sub-paragraph (d) below shall apply,
     and (iii) if the  Participant  shall  retire  from the  Company's  Board of
     Directors, and shall have been a member of the Company's Board of Directors
     for at least ten years at the time of such  retirement,  the  provisions of
     sub-paragraph (e) below shall apply;

     c. if Section 2(b)(i)  applies,  the expiration of twelve months after
     the date the  Participant  ceases to be a member of the Company's  Board of
     Directors  because of total and permanent  disability;  provided,  however,
     that if such  Participant  shall die during such twelve month period,  then
     the  unexercised  portion  shall become null and void on the earlier of (i)
     six months  after the  appointment  and  qualification  of the  executor or
     administrator of the Participant,  or (ii) twelve months after death of the
     Participant;

     d. if Section 2(b)(ii) applies, the expiration of (i) six months after
     the appointment and  qualification  of the executor or administrator of the
     Participant,  or  (ii)  twelve  months  after  death  of  the  Participant,
     whichever occurs earlier; and

     e. if Section 2(b)(iii) applies, the expiration of 36 months after the
     retirement  of the  Participant  from the  Company's  Board  of  Directors;
     provided,  however,  that if such Participant shall die during the 36 month
     period  following  the  date of such  Participant's  retirement,  then  the
     unexercised  portion  shall  become  null and void on the  later of (i) the
     expiration of 36 months after the  retirement of  Participant  and (ii) the
     earlier of (I) six months after the  appointment and  qualification  of the
     executor or administrator  of the Participant,  or (II) twelve months after
     death of the Participant.

3.   For the avoidance of doubt, and notwithstanding any provision (or
     interpretation) of Section 2 to the contrary, the unexercised portion of
     the option herein granted shall automatically and without notice terminate
     and become null and void upon the expiration of ten years from the date on
     which the option was granted.

4.   The full price for each of the shares purchased pursuant to the option
     granted herein shall be <<Share Price>>.

5.   Full payment for shares  purchased by the  Participant  shall be
     made at the time of the  exercise  of the  option in whole or in
     part, and certificates for such shares, when appropriate,  shall
     be delivered to the Participant promptly  thereafter.  No shares
     shall be  transferred  to the  Participant  until  full  payment
     therefore has been made and the  Participant  shall have none of
     the rights of a shareholder  with respect to any shares  subject
     to this option  until a  certificate  for such shares shall have
     been issued.

6.   The option herein granted is non-assignable and non-transferable, other
     than by will or by the laws of descent and distribution, and during the
     Participant's lifetime shall be exercisable only by the Participant.

7.   In the  event  of one or more  stock  splits,  stock  dividends,
     stock   changes,    reclassifications,    recapitalizations   or
     combinations of shares prior to complete  exercise of the option
     herein  granted  which  change  the  character  or amount of the
     shares subject to the option,  this option to the extent that it
     shall not have been exercised,  shall entitle the Participant or
     the  Participant's  executors  or  administrators  to receive in
     substitution  such  number and kind of shares as he, she or they
     would have been  entitled to receive if the  Participant  or the
     Participant's  executors or  administrators  had actually  owned
     the shares  subject to this option at the time of the occurrence
     of such change; provided,  however that if the change is of such
     nature that the  Participant or the  Participant's  executors or
     administrators,  upon  exercise  of the  option,  would  receive
     property  other  than  shares  of  stock,   then  the  Board  of
     Directors  shall adjust the option so that he, she or they shall
     acquire  only  shares  of  stock  upon  exercise,   making  such
     adjustment  in the number and kind of shares to be  received  as
     the Board shall, in its sole judgment, deem equitable.

8.   As used herein, the term "Accelerated Vesting Criteria" means retirement
     from the Company's Board of Directors and, at the time of such retirement,
     having been a member of the Company's Board of Directors for at least ten
     years.

9.   It is understood and agreed that this option has been granted pursuant to
     the Plan adopted by the Board of Directors and stockholders of the Company,
     which shall be governed by, and construed in accordance with, the laws of
     the State of New Jersey.