exv10w25






EXHIBIT 10.25









FORM OF

Performance Award

Incentive Program 



The Paychex Performance Award Incentive Program (“Program”) is adopted as of [approval date]
by Paychex Inc. (“Paychex”). The below Program document will provide Participants with information
regarding the objectives and operation of the Program.




1. OBJECTIVES



The Program is designed to offer incentive compensation to key Employees that achieve specifically
measured individual goals that are consistent with and support overall corporate goals. The
Program is designed to: (i) promote the attainment of the Company’s significant business
objectives; (ii) encourage and reward teamwork across the entire company; and (iii) assist in the
attraction and retention of Employees vital to the Company’s long-term success.




2. EFFECTIVE DATE



The Program shall be effective [first day of fiscal year], and each Fiscal Year thereafter, unless
otherwise terminated in accordance with Paragraph 10 below.




3. DEFINITIONS



Any capitalized terms used in this Program or in the attached Performance Criteria that are not
otherwise defined below are defined in the Plan:





“Award” means the Performance Award granted under this Program.




“Base Pay” means salary on last day of Performance Period. Base Pay does not include any bonus
payments.




“Board of Directors” means the board of directors of Paychex.




“Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated or
other official guidance issued thereunder.




“Company” means Paychex and its subsidiaries or affiliates.




“Compensation Committee” means the Compensation and Governance Committee of the Board or any
successor committee of the Board designated by the Board to administer the Program.




“Covered Employee” means ‘covered employees’ as defined by Code Section 162(m).













 






“Disability” means any medically determinable physical or mental impairment, certified by a
physician selected by or satisfactory to the Company, resulting in the Participant’s inability
to perform the duties of his or her position or any substantially similar position, where such
impairment can be expected to result in death or can be expected to last for a continuous period
of not less than 12 months.




“Eligible Employee” means any Senior Vice President of the Company.




“Employee” means any individual employed by the Company.




“Fiscal Year” means Company’s fiscal year of June 1 through May 31st.




“Maximum Eligible Payout” means the maximum amount of performance incentive payment that may be
paid to a Participant under this Program in any Fiscal Year as determined by the Plan
Administrator within the first 90 days of the Performance Period, not to exceed the maximum
eligible payout amount approved by the shareholders under the Plan.




“Performance Award” means the incentives contemplated in Section 7(e) of the Plan.




“Performance Criteria” means any criteria determined by Program Administrator, both qualitative
and quantitative that determines the amount of the Award to be delivered to the Participant.
Performance is generally based on the financial plan approved by the Board of Directors for the
applicable Fiscal Year. A copy of the current Performance Criteria applicable to a specified
Participant is attached hereto under Exhibit B.




“Performance Period” means the Fiscal Year.




“Plan” means the Paychex Inc. 2002 Stock Incentive Plan (as amended and restated effective
October 13, 2010), as further amended or restated from time to time.




“Program” means this Senior Vice President Performance Award Incentive Program.




“Program Administrator” means the Compensation Committee or any other person or entity
designated by the Compensation Committee, to the extent permissible under Code Section 162(m).




“Retirement” means termination of employment at age 55 (or later) with 10 or more years of
service with the Company. For these purposes, years of service may include service with
entities purchased or acquired by the Company.



4. ELIGIBILTY AND PARTICIPATION



All employees meeting the definition of an Eligible Employee are eligible to participate in the
Program. Eligible Employees who are hired and start employment before the first day of the of
4th quarter of the Fiscal Year are eligible to Participate in the Program effective as
of their start date, and will receive prorated Awards during the first year of participation in the
Program. The amount of the prorated Award will be determined by the Program Administrator and will
be based upon Fiscal Year to Date Earnings. Eligible Employees who are hired and start employment
on or after the first day of the 4th quarter of the





			
	 	 	 
	 
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Fiscal Year are eligible to participate in the Program effective as of the first day of the
following Fiscal Year.



Employees who are promoted into an Eligible Employee position will receive Awards during the first
year of participation in the Program based on the effective date of the promotion. The amount of
the Award will be determined by the Program Administrator and will be based upon Fiscal Year to
Date Earnings.




5. PROGRAM ADMINSTRATION



The Program shall be administered by the Program Administrator who shall have power and authority
to construe interpret, and administer the Program, to determine eligibility for participation and
to determine the amount of and eligibility to receive any Award under the Program. To the extent
permissible under Code Section 162(m), the Program Administrator may delegate responsibility for
the Program administration duties hereunder to any Company employee or other third party in its
discretion, and is expected to oversee such activities.




6. CODE SECTION 162(m) GOALS FOR AWARD PAYMENT



The Program Administrator may only grant Awards to Eligible Employees who are considered Covered
Employees under this Program if the Company meets the following performance goal:





	 	1.	 	Company Net Income (as defined in the Company 10-K) of [dollar amount]




Achievement of the above listed performance goal determines the Maximum Eligible Payout per Covered
Employee, if any, at the end of the Fiscal Year, but does not determine the actual amount
of a Participant’s individual Award to be paid under the Program. The Maximum Eligible Payout and
goals are established by the Compensation Committee within the first 90 days of the Performance
Period. In no event shall the Maximum Eligible Payout exceed the limit approved by the Company
shareholders within any Fiscal Year. The Awards under this Program are intended to qualify as
“performance-based compensation” in accordance with Code Section 162(m), and the Program will be
administered and interpreted consistent with such intention.



The Program Administrator will adjust the above performance measures for only certain objectives,
including the following:





	 	•	 	Asset write-downs or impairments
	 
	 	•	 	Litigation or claim judgments or settlements
	 
	 	•	 	Changes in tax law or other such laws or provisions affecting reported results
	 
	 	•	 	Cumulative effect of accounting changes as defined by generally accepted accounting
principles, and as identified in the company’s audited financial statements
	 
	 	•	 	Gains or losses from:






	 	o	 	the acquisition or disposition of businesses or assets
	 
	 	o	 	discontinued operations






	 	•	 	Restructuring charges
	 
	 	•	 	Severance contract termination and other costs related to entering or exiting certain
business activities







			
	 	 	 
	 
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If unanticipated circumstances arise, the Program Administrator may use its discretion to reduce
the payout to the necessary level based on such circumstances, but the Award cannot be increased to
disregard the impact of such subsequent events.




7. AWARDS AND ALLOCATIONS



The amount paid to each Participant shall be based on the Performance Criteria established by the
Program Administrator. The minimum and maximum target amounts of the Award and all Performance
Criteria shall be communicated to the Participant within the first 90 days of the Fiscal Year, or
for newly eligible Participants, within 30 days after the Participant first becomes eligible to
participate in the Program. A copy of the current Performance Criteria applicable to this Program
is attached hereto under Exhibit A. The Program Administrator may use its discretion to adjust
performance metrics under the circumstances permitted for award adjustments contained in the Plan
at any time during the Fiscal Year.




8. PAYMENT



Participants must be an Eligible Employee of the Company providing services as an Eligible Employee
on last day of the applicable Performance Period in order to receive payment of an Award, unless
termination is due to death, Disability or Retirement. If employment is terminated for any reason
other than death, Disability or Retirement, then Awards under this Program are forfeited. The
criteria for payment of Awards upon death, Disability or Retirement are outlined in Paragraph 9
below.



Notwithstanding the foregoing, Award payments shall be made if otherwise required to be paid by
operation of federal or state law or legislation.



If a Participant transfers employment within the Company to a position not covered by the Program
during a Performance Period, then Awards payable under this Program shall be forfeited. If a
Participant becomes eligible for participation under a separate Company incentive compensation plan
as a result of such transfer, then any Awards earned under such plan will be paid in accordance
with the terms of that plan.



Award payments under the Program for a given Performance Period shall be paid in cash as soon as
administratively practicable following the last day of such Performance Period, but in no event
later than December 31st of the calendar year in which the Performance Period for the Award ends.



All Awards will be paid less withholding for all applicable taxes and other amounts which are
required by law to be withheld or which the Participant has authorized the Company to withhold.




Due to recent legislative requirements governing the timing of compensation payments, it is imperative that Awards are paid timely. As a result, Participants are required to notify the
Program Administrator as soon as possible if an Award is not timely made under the terms of this
Program or if the amount of an Award is incorrect. Failure to notify the Program Administrator
promptly of a late payment or incorrect payment amount could result in the Participant’s award and
certain other amounts being considered deferred compensation and potentially subject to penalties
and interest.



The Company will, to the extent permitted by governing law, require reimbursement of a portion of
any compensation received under any or all awards to a Participant where: (A) the payment was
predicated






			
	 	 	 
	 
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upon the achievement of certain financial results that were subsequently the subject of a
substantial restatement, (B) in the Committee’s view the Participant engaged in fraud or misconduct
that caused or partially caused the need for the substantial restatement, and (C) a lower payment
would have been made to the Participant based upon the restated financial results. In each such
instance, the Company will, to the extent practicable, seek to recover the amount by which the
individual Participant’s compensation for the relevant period exceeded the lower payment that would
have been made based on the restated financial results, plus a reasonable rate of interest;
provided that the Company will not seek to recover compensation paid more than three years prior to
the date the applicable restatement is disclosed.




9. PAYMENT UPON TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILTY OR RETIREMENT



In the event of termination of employment due to death, Disability or Retirement, Awards shall be
based on actual Fiscal Year end results for the Performance Period. The amount of the Awards will
be determined by the Program Administrator using the Base Pay received by the Participant during
the applicable Performance Period. Such Award payments will be made as soon as administratively
practical after the Performance Period in which the termination of employment on account of death,
Disability or Retirement occurred, but in no event later than December 31st of the calendar year in
which the Performance Period for the Award ends.



Notwithstanding the foregoing, Awards provided upon death or Disability shall be forfeited for
Eligible Employees who terminate employment on or prior to the last day of the 1st
quarter of the Fiscal Year, unless payment is otherwise required to be paid by operation of federal
or state law or legislation.



Notwithstanding the foregoing, Awards provided upon Retirement shall be forfeited for Eligible
Employees who terminate employment on or prior to the last day of the 2nd quarter of the
Fiscal Year, unless payment is otherwise required to be paid by operation of federal or state law
or legislation.




10. AMENDMENT OR TERMINATION OF THE PROGRAM



The Company may amend, alter, suspend, discontinue or terminate the Program in whole or in part at
any time by the action of the Program Administrator, but only with approval from the Governance and
Compensation Committee of the Board of Directors. Each amendment shall be effective on the date
specified therein as to Awards earned after the effective date of the amendment. No Participant
shall have a legally binding right to an Award (or portion thereof) until such Award is actually
paid.




11. CODE SECTION 409A COMPLIANCE



If and to the extent that any provision of an Award under this Program is required to comply with
Code Section 409A, then such provision shall be administered and interpreted in a manner consistent
with the requirements of such Code section. If, and solely to the extent that such provision as
currently written would conflict with Code Section 409A, the Company shall have the authority,
without the consent of the Participant, to administer such provision and to amend the Award with
respect to such provision to the extent the Program Administrator deems necessary for the purposes
of avoiding any portion of amounts owed to the Participant being retroactively included in the
taxable income of the Participant for any prior taxable year.



The Company retains the right to delay any Award payment on account of a separation from service to
any “Specified Employee” until the date that is six months after the separation from service in
accordance







			
	 	 	 
	 
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with Code Section 409A(a)(2)(B)(i). “Specified Employee” for purposes of the Program is a
specified employee as determined in accordance with Code Section 409A(a)(2)(B)(i).




12. GENERAL PROVISIONS





	a.	 	Compliance with Legal Requirements. The Program shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any regulatory or
governmental agency as may be required.
	 
	b.	 	No Right to Employment. Nothing in the Program shall be deemed to create a contract
of employment between Company and any employee, nor a guaranty of employment with Company for
any particular length of time.
	 
	c.	 	No Right to Awards. No Eligible Employee, Participant or other person shall have any
claim to be granted any Award under the Program. In addition, there is no obligation for
uniformity of treatment of Eligible Employees or Participants under the Program. The Program
is intended to constitute an “unfunded” program for incentive compensation. Nothing contained
in the Program or any Award shall give any Participant any rights that are greater than a
general creditor of the Company.
	 
	d.	 	Indemnification. The Company shall indemnify and hold harmless each member of the
Board of Directors and the Program Administrator and other persons connected with the Program
in any capacity performing services on behalf of the Program Administrator, against any
liability, cost or expense arising as a result of any claim asserted by any person or entity
under the laws of any state or of the United States with response to any action or failure to
act of such individuals taken in connection with this Program, except claims or liabilities
arising from the willful misconduct or bad faith of such person.
	 
	e.	 	Governing Law. The validity and construction of the Program and all determinations
made and actions taken hereunder, as well as any amendment made to the Program, to the extent
that federal laws do not control, will be governed by the laws of the State of New York,
without giving effect to the principals of the conflict of laws.
	 
	f.	 	Severability. If any provision of the Program or any Award is, becomes or is deemed
to be invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Program
or any Award under any law deemed applicable by the Program Administrator, then such provision
shall be construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Compensation Committee,
materially altering the purpose or intent of the Program or the Award, such provision shall be
stricken as to such jurisdiction or such Award, and the remainder of the Program or Award
shall remain in full force and effect.
	 
	g.	 	Compensation Committee Certification. The Compensation Committee must certify that
the goals set forth in the Performance Criteria have been met in order for Awards to be paid upon
attainment of those goals in accordance with Code Section 162(m).








			
	 	 	 
	 
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