EX-10.4



 





EXHIBIT 10.4




PAYCHEX, INC.

2002 STOCK INCENTIVE PLAN

(as amended and restated effective October 12, 2005)




AMENDED AND RESTATED

2007 MASTER RESTRICTED STOCK AWARD AGREEMENT




     1. Grant of Restricted Stock. This Amended and Restated 2007 Master Restricted Stock
Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the Restricted
Stock (the “Award”) granted to you by the Governance and Compensation Committee (the “Committee”)
of the Board of Directors of Paychex, Inc. (the “Company”) under the Company’s 2002 Stock Incentive
Plan, as amended and restated effective October 12, 2005 (the “Plan”), as described on your Award
Notice. Pursuant to its authority under the Plan to amend an outstanding award without the consent
of the holder of the award where the amendment does not adversely affect the rights of the holder
under the award, the Committee amended and restated the outstanding 2007 Master Restricted Stock
Award Agreement with this Award Agreement. The Award is subject to all of the provisions of the
Plan, which is hereby incorporated by reference and made a part of this Award Agreement. The
capitalized terms used in this Award Agreement are defined in the Plan.



     2. Restriction and Vesting.



          (a) Subject to the terms set forth in this Award Agreement and the Plan, unless earlier vested
under Section 2(b) of this Award Agreement, provided you are still a full-time employee of the
Company at that time, all of the Shares represented by the Award will vest on the fifth anniversary
of the date of grant set forth on your Award Notice (a “Vesting Date”).




          (b) Notwithstanding Section 2(a) of this Award Agreement, for the fiscal year 2007, if the
Company’s operating income, excluding interest on funds held for clients and stock-based
compensation expense equals or exceeds the target for fiscal 2007 and for each of the fiscal years
following fiscal 2007 of the Company, if the Company’s operating income, excluding interest on
funds held for clients (“Operating Income”), for such fiscal year equals or exceeds the following
target for such fiscal year, then, provided you are still a full-time employee of the Company at
that time, one-third of the total number of Shares represented by the Award shall vest upon the
confirmation by the Company of such fiscal year’s Operating Income (also a “Vesting Date”):




	 	 	 	 	 
	Fiscal Year	 	Target Operating Income
	2007
	 	$	631,088,000	 
	2008
	 	$	696,269,000	 
	2009
	 	$	800,709,000	 
	2010
	 	$	920,816,000	 






          (c) Except in the event of your death or Disability, if your employment terminates before a
Vesting Date for any reason, including, but not limited to, Retirement, then the unvested portion
of the Award shall be forfeited and cancelled immediately. If your employment terminates due to
death or Disability, your Award shall immediately become 100% vested.




     3. Book-Entry Registration. The Award initially will be evidenced by book-entry
registration only, without the issuance of a certificate representing the Shares underlying the
Award.



 









 





     4. Issuance of Shares. The Company shall, when that the conditions to vesting
specified in Section 2 of this Award Agreement are satisfied, issue a certificate or certificates
representing the Shares underlying the Award that have vested as promptly as practicable following
the Vesting Date of such Shares.



     5. Rights as a Stockholder. Except as otherwise provided by this Section, you will
have the rights of a stockholder with respect to the Shares underlying the Award, including, but
not limited to, the right to receive such cash dividends, if any, as may be declared on such Shares
from time to time and the right to vote (in person or by proxy) such Shares at any meeting of
stockholders of the Company. Notwithstanding the foregoing, the dividends paid on any unvested
Shares shall be retained by the Company and held in escrow, trust or similar manner, and shall only
be paid to you upon the vesting of the underlying Shares to which the dividends relate; upon the
forfeiture of any Shares represented by the Award, your right to the dividends paid on the
underlying Shares which are forfeited shall also be forfeited.



     6. Restrictions on Transfer of Shares. The Award, and the right to vote the Shares
underlying the Award and to receive dividends thereon, may not, except as otherwise provided in the
Plan, be sold, assigned, transferred, pledged or encumbered in any way prior to the vesting of such
Shares, whether by operation of law or otherwise, except by will or the laws of descent and
distribution. After a Vesting Date, the vested Shares may be issued during your lifetime only to
you, or after your death to your designated beneficiary, or, in the absence of such beneficiary, to
your duly qualified personal representative.



     7. Withholding. The grant and the vesting of the Award is conditioned upon your
making arrangements satisfactory to the Company for the payment to the Company of the amount of all
taxes required by any governmental authority to be withheld and paid over by the Company or any
Affiliate to the governmental authority on account of such grant or vesting. The payment of such
withholding taxes to the Company may be made (i) by you in cash or by check, (ii) subject to the
consent of the Company and in accordance with any guidelines established by the Committee, by you
directing the Company to retaining the number of the Shares that would otherwise be delivered to
you upon vesting that have an aggregate Fair Market Value (at the time retained by the Company)
equal to the amount of withholding taxes (using your minimum required tax withholding rate or such
other rate that the Company determines will not trigger a negative accounting impact to the
Company) required to be paid, or (iii) by the Company or any Affiliate withholding such taxes from
any other compensation owed to you by the Company or any Affiliate. Unless you make arrangements
prior to vesting to pay withholdings taxes in cash or by check, or to have such withholding taxes
withheld from other compensation owed to you by the Company or any Affiliate, then at the time of
vesting, the Company shall have the right to retain the number of the Shares that would otherwise
be delivered to you upon vesting that have an aggregate Fair Market Value (at the time retained by
the Company) equal to the amount of withholding taxes (using your minimum required tax withholding
rate or such other rate that the Company determines will not trigger a negative accounting impact
to the Company) required to be paid.



     8. Limitation of Rights. Neither the Plan, the granting of the Award, the Award
Notice nor this Award Agreement gives you any right to remain in the employment of the Company or
any Affiliate.



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     9. Rights of Company and Affiliates. This Award Agreement does not affect the right
of the Company or any Affiliate to take any corporate action whatsoever, including without
limitation its right to recapitalize, reorganize or make other changes in its capital structure or
business, merge or consolidate, issue bonds, notes, Shares or other securities, including preferred
stock, or options therefor, dissolve or liquidate, or sell or transfer any part of its assets or
business.



     10. Plan Controls. In the event of any conflict among the provisions of the Plan and
this Award Agreement, the provisions of the Plan will be controlling and determinative.



     11. Amendment. Except as otherwise provided by the Plan, the Company may only alter,
amend or terminate the Award with your consent.



     12. Governing Law. This Award Agreement shall be governed by and construed in
accordance with the laws of the State of New York, except as superseded by applicable federal law,
without giving effect to its conflicts of law provisions.



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