Market
Share:
100 points if our market share gains
are improved, with emphasis on having a plan to address competitive
threats.
Margin Improvement:
100 points for initiatives to drive margin
improvement for fiscal year 2010.
Strategic Review:
100 points if a
strategic review of our balance sheet, credit rating options, extended portfolio
strategy, share repurchase levels and dividend policy is completed and other
methods designed to return excess cash to stockholders are developed.
Succession and Executive Development Objectives:
200 points if specified milestones in our succession planning
and executive development initiatives are achieved, including the following:
-
Continued development of a potential
group of successors to our chief executive officer;
-
Establishing a new operating model
with division presidents reporting directly to our chief executive officer;
and
-
Continuation of succession planning
throughout the organization.
Service Profit Chain:
150 points if
our service profit chain is improved by enhancing service quality, increasing
client satisfaction and retention levels and improving associate turnover
levels.
Mr.
Reidy
The
compensation committee approved Mr. Reidys fiscal year 2009 target bonus at
$425,920, or 80% of his projected year-end base salary of $532,400. The target
bonus as a percentage of Mr. Reidys base salary is the same as in fiscal year
2008.
Mr.
Reidys target bonus objectives and formula for fiscal year 2009 were based on
an allocation of up to 1,100 points among 11 target elements. Each point
achieved would yield approximately $387 of bonus payment. Mr. Reidys maximum
achievable bonus was set at $745,500.
Earnings-Per-Share Growth:
We will award 200 points if target
earnings-per-share growth is achieved.
Revenue Growth:
We will award 200 points if target revenue
growth is achieved.
Return
on equity:
We will award 100 points at target
level, and 200 points at maximum, if 23.2% return on equity from continuing
operations is achieved. Maximum allocation of 200 points is based on 25.5%
return on equity from continuing operations.
Margin
improvement:
We will award 100 points at
target level, and 200 points at maximum, for initiatives to drive margin
improvement for fiscal year 2010.
Strategic Review:
We will award 50
points at target level, and 80 points at maximum, if a strategic review of our
balance sheet, credit rating options, extended portfolio strategy, share
repurchase levels and dividend policy is completed and other methods designed to
return excess cash to our stockholders are developed.
Acquisitions:
We will award 100 points
at target level, and 175 points at maximum, if 1% to 1.5% of plan revenue is
achieved through strategic acquisitions.
2010
Operating Plan:
We will award 100 points, and
175 points at maximum, for developing an operating plan for fiscal year 2010
that would target double-digit growth in revenue and pre-tax earnings from
continuing operations.
Market
Share:
We will award 50 points at target
level, and 85 points at maximum, if our market share gains are improved, with
emphasis on having a plan to address competitive threats.
Investor Relations:
We will award 50
points at target level, and 85 points at maximum, if improvements in investor
relations are achieved, including increased involvement of other executives and
increased progress with the international investment community.
Executive Development:
We will award
50 points at target level, and 85 points at maximum, for contributing to the
success of specified executives.
Leadership:
We will award 100 points
at target levels, and 175 points at maximum, for quality of leadership
accomplishments, including fostering an effective control environment.
22
Ms.
Lee
The
compensation committee approved Ms. Lees fiscal year 2009 target bonus at
$297,500, or 70% of her projected year-end salary of $425,000. The target bonus
as a percentage of Ms. Lees base salary is the same as in fiscal year
2008.
Ms. Lees
target bonus objectives and formula for fiscal year 2009 were based on an
allocation of up to 100 points among six target elements. Each point achieved
would yield $2,975 of bonus payment. Ms. Lees maximum achievable bonus was set
at $520,625.
Earnings-Per-Share Growth:
We will award 10 points if target
earnings-per-share growth is achieved.
Revenue Growth:
We will award 10
points if target revenue growth is achieved.
National Account Services and Employer Services International Financial
Performance:
We will award 35 points at
target level, and 70 points at maximum, for successful achievement by our
National Account Services and Employer Services International divisions of
revenue, net operating income and sales growth over the divisions fiscal year
2008 results. Ms. Lees bonus also includes a metric on her divisions client
retention results as compared to fiscal year 2008.
National Account Services and Employer Services International
Initiatives:
We will award 30 points at
target level, and 52.5 points at maximum, for successful achievement of
specified operational objectives in National Account Services and Employer
Services International.
Executive Development:
We will award
7.5 points at target level, and 13.1 points at maximum, for strengthening the
development of our leadership pipeline, fostering the success of specified
executives and supporting diversity initiatives.
Leadership:
We will award 7.5 points
at target level, and 13.1 points at maximum, for quality of leadership
accomplishments, including creating an effective leadership team.
Mr.
Cachinero
The
compensation committee approved Mr. Cachineros fiscal year 2009 target bonus at
$240,000, or 60% of his projected year-end salary of $400,000. The target bonus
as a percentage of Mr. Cachineros base salary is the same as in fiscal year
2008.
Mr.
Cachineros target bonus objectives and formula for fiscal year 2009 were based
on an allocation of up to 900 points among eight target elements. Each point
achieved would yield $267 of bonus payment. Mr. Cachineros maximum achievable
bonus was set at $420,000.
Earnings-Per-Share Growth:
We will award 100 points if target
earnings-per-share growth is achieved.
Revenue Growth:
We will award 100
points if target revenue growth is achieved.
Succession Planning:
We will award 200
points at target level, and 350 points at maximum, for the achievement of
specified milestones in our succession planning and executive development
initiatives, including the following:
-
Continued development of a potential
group of successors to our chief executive officer;
-
Establishing a new operating model
with division presidents reporting directly to our chief executive officer;
and
-
Continuation of succession planning
throughout the organization.
Margin
Improvement:
We will award 150 points at
target level, and 300 points at maximum, for initiatives to drive margin
improvement for fiscal year 2010.
Executive Development/Diversity:
We
will award 50 points at target level, and 85 points at maximum, for successful
involvement in our Executive Diversity Council and the development of specified
executives.
Associate Retention:
We will award 100
points at target level, and 175 points at maximum, for achieving targeted
improvement in associate retention.
2010
Operating Plan:
We will award 100 points at
target level, and 200 points at maximum, for developing an operating plan for
fiscal year 2010 that would target double-digit growth in revenue and pre-tax
earnings from continuing operations.
Leadership:
We will award 100 points
at target levels, and 175 points at maximum, for quality of leadership
accomplishments, including successful partnership with succession candidates and
a solid relationship with members of the compensation committee.
23
Mr.
Rodriguez
The
compensation committee approved Mr. Rodriguezs fiscal year 2009 target bonus at
$280,000, or 70% of his projected year-end salary of $400,000. The target bonus
as a percentage of Mr. Rodriguezs base salary is the same as in fiscal year
2008.
Mr.
Rodriguezs target bonus objectives and formula for fiscal year 2009 were based
on an allocation of up to 100 points among six target elements. Each point
achieved would yield $2,800 of bonus payment. Mr. Rodriguezs maximum achievable
bonus was set at $490,000.
Earnings-Per-Share
Growth:
We will award 10 points if target
earnings-per-share growth is achieved.
Revenue Growth:
We will award 10
points if target revenue growth is achieved.
Small
Business Services and TotalSource Financial Performance:
We will award 35 points at target level, and 70 points at
maximum, for successful achievement by our Small Business Services and
TotalSource divisions of revenue, net operating income and sales growth over the
divisions fiscal year 2008 results. Mr. Rodriguezs bonus also includes a
metric on his divisions client retention results as compared to fiscal year
2008.
Small
Business Services and TotalSource Initiatives:
We will award 30 points at target level, and 52.5 points at maximum, for
successful achievement of specified operational objectives in Small Business
Services and TotalSource.
Executive Development:
We will award
7.5 points at target level, and 13.1 points at maximum, for strengthening the
development of our leadership pipeline, fostering the success of specified
executives and supporting diversity initiatives.
Leadership:
We will award 7.5 points
at target level, and 13.1 points at maximum, for quality of leadership
accomplishments, including creating an effective leadership team.
Mr.
Martone
Upon Mr.
Butlers recommendation, the compensation committee in August 2008 approved Mr.
Martones fiscal year 2009 target bonus at $775,000, or 100% of his then
projected year-end base salary. This positioned Mr. Martones target cash
compensation at the 70
th
percentile of the market data that was
analyzed in the COO compensation study. When Mr. Martones base salary and
target bonus are combined with his recommended target long-term incentive awards
and grants, his total cash and long-term incentive compensation is at the
44
th
percentile of the market data that was analyzed in the COO
compensation study. We did not establish target bonus objectives for Mr. Martone
because he had indicated his intention to retire during fiscal year 2009. Mr.
Martone was paid his fiscal year 2009 target bonus of $775,000 in accordance
with his separation agreement.
Long-Term Incentive Compensation
Programs
We
believe that long-term incentive compensation is a significant factor in
attracting and retaining key executives and in aligning their interests directly
to the interests of our stockholders. Long-term incentives are awarded in the
form of restricted stock awards and stock option grants.
We target
approximately 60% of total long-term incentive compensation to come from
performance-based restricted stock awards, and the remainder from stock option
grants. We believe this mix provides us with a strong executive attraction and
retention program. The compensation committee may also from time to time grant
discretionary awards of time-based restricted stock to our executive officers.
These awards are not considered in the target allocation of total long-term
incentive compensation between performance-based restricted stock awards and
stock option grants.
We use a
fixed share grant methodology for determining each award to our named executive
officers. As with base salary and bonus, management provides the compensation
committee with a history of its equity grant practices for the preceding four
years and an analysis of the grant size consistent with our target, the median
of competitive compensation practices, for each named executive
officer.
Prior to
the beginning of each fiscal year, we analyze the two-year performance-based
restricted stock and stock option targeted award and grant levels to confirm
that our desired targeted long-term incentive compensation values are
appropriate in the context of the compensation studies referred to under
Compensation Market Data above. When comparing our desired values to these
compensation studies, we look at both equity elements in total.
24
At its
August 2008 meeting, the compensation committee approved the following target
awards of two-year performance-based restricted stock for the program spanning
fiscal years 2009 and 2010:
Named Executive
Officer
|
|
Target PBRS Award
|
Mr. Butler
|
42,500 shares
|
Mr.
Reidy
|
13,000
shares
|
Ms. Lee
|
9,000 shares
|
Mr.
Cachinero
|
8,000
shares
|
Mr. Rodriguez
|
9,000 shares
|
Mr.
Martone
|
30,000
shares
|
At its
August 2008 meeting, the compensation committee approved stock option grants for
Messrs. Butler and Martone, and at its February 2009 meeting, the compensation
committee approved stock option grants for the other named executive officers,
as follows:
Named Executive
Officer
|
|
Stock Option
Awards
|
Mr. Butler
|
225,000 shares
|
Mr.
Reidy
|
20,000 shares
|
Ms. Lee
|
17,000 shares
|
Mr.
Cachinero
|
17,000
shares
|
Mr. Rodriguez
|
17,000 shares
|
Mr.
Martone
|
55,000
shares
|
The
compensation committee approves the performance-based restricted stock target
award ranges, stock option grant ranges, and all of the individual equity-based
compensation awards and grants to each of our executive officers. The
compensation committee reviews summary compensation sheets prepared by a group
of our executives that does not include any of our named executive officers
(other than Mr. Cachinero, our Vice President, Human Resources) when it
considers the performance-based restricted stock award targets and stock option
grants for our executive officers. The summary compensation sheets show up to
four years of compensation history for these executive officers, including
year-over-year increases, for base salary, target bonus, actual bonus, target
total cash, the value of annual restricted stock awards and target total cash
and annual restricted stock awards combined. The summary compensation sheets
also show a comparison of each executive officers target total cash and annual
restricted stock awards combined as a percentage of the target total cash and
annual restricted stock awards combined for our chief executive officer and
chief operating officer. The compensation committee uses the summary
compensation sheets to monitor total pay trends for each executive officer, but
the size of each pay element is considered separately.
The employment agreements of Messrs.
Butler and Reidy impact their long-term incentive compensation.
Mr.
Butlers employment agreement provides that if his performance goals under the
applicable two-year performance-based restricted stock program have been
achieved at the 100% target level, the company will issue Mr. Butler at least
32,000 shares of restricted stock. Mr. Butlers employment agreement also
provides for a grant of stock options covering a minimum of 200,000 shares of
common stock each fiscal year during the term of the employment agreement. We
agreed to these amounts through an arms-length negotiation with Mr.
Butler.
Mr.
Reidys employment agreement provides that if his performance goals under the
applicable two-year performance-based restricted stock program have been
achieved at the 100% target level, the company will issue Mr. Reidy 13,000
shares of restricted stock. Mr. Reidys employment agreement also provides for a
grant of stock options covering a minimum of 20,000 shares of common stock each
fiscal year during the term of the employment agreement. We agreed to these
amounts through an arms-length negotiation with Mr. Reidy. In determining the
grant sizes, we took into account restricted stock and option arrangements Mr.
Reidy had with his prior employer and our review of competitive equity
compensation practices.
Messrs.
Butlers and Reidys employment agreements are summarized in more detail below
under Mr. Butler Employment Agreement and Mr. Reidy Employment Agreement,
respectively.
25
Performance-Based Restricted
Stock
We use a
performance-based restricted stock program to align the compensation of our key
executives with longer-term company operating performance. In September 2007, we
established that under our two-year performance-based restricted stock program,
average two-year earnings-per-share growth in fiscal years 2008 and 2009 of more
than 16% would be required to receive the awards at the target level and that
the awards would be adjusted upward or downward at the end of the performance
period as follows:
|
Restricted Stock Grant as
|
Average Earnings-Per-Share
Growth
|
|
Percentage of Target
|
12% or under
|
0
|
%
|
more
than 12% to 14%
|
75
|
%
|
more than 14% to 16%
|
90
|
%
|
more
than 16% to 18%
|
100
|
%
|
more than 18% to 20%
|
115
|
%
|
over
20%
|
125
|
%
|
Our
actual average two-year annual earnings-per-share growth rate for fiscal years
2008 and 2009 was 16.3%, resulting in awards of restricted stock at 100% of
target level. These shares of restricted stock were issued in September 2009 and
are scheduled to vest fully in March 2010. The program provides that if an
executive officer terminates his or her employment with the company prior to the
March 2010 vesting date, such unvested restricted stock will be forfeited.
However, Mr. Martones shares will be permitted to vest in accordance with his
separation agreement. See Separation Agreement with Mr. Martone
below.
In
September 2008, we established that under our two-year performance-based
restricted stock program for fiscal years 2009 and 2010, average two-year
earnings-per-share growth of more than 10% will be required to receive the
awards at the target level and that awards would be adjusted upward or downward
at the end of the performance period as follows:
|
Restricted Stock Grant as
|
Average Earnings-Per-Share
Growth
|
|
Percentage of Target
|
7% or under
|
0
|
%
|
more
than 7% to 8.5%
|
75
|
%
|
more than 8.5% to 10%
|
90
|
%
|
more
than 10% to 14%
|
100
|
%
|
more than 14% to 17%
|
115
|
%
|
over
17%
|
125
|
%
|
This
target is lower than the target for the two-year performance-based restricted
stock program for the fiscal years 2008 and 2009 because of the impact of the
severe downturn in the economy on our financial performance during fiscal year
2009.
If we
meet our annual average growth in earnings-per-share goal over the July 1, 2008
through June 30, 2010 two-year performance period, we will issue shares of
restricted stock to our executive officers in September 2010. These shares will
be scheduled to vest fully in March 2011 unless the recipient terminates his or
her employment with the company prior to the March 2011 vesting date.
Uncertainty in the worldwide economic environment has made projecting
earnings-per-share growth challenging. In response, the compensation committee
in September 2009 established a one-year performance period for our
performance-based restricted stock program beginning in fiscal year 2010; the
other terms of our performance-based restricted stock program did not change.
One-year performance-based restricted stock award targets were set in September
2009 for the fiscal year 2010 performance period at approximately 80% of the
annual target awards under the ongoing two-year performance period.
26
Time-Based Restricted
Stock
The
compensation committee may from time to time grant discretionary awards of
time-based restricted stock to our executive officers. These discretionary
grants assist us in the recruitment, promotion or retention of executive
officers. After being advised that the current value of several key executives
total unvested equity in the company was less than desired for retention
purposes, the compensation committee at its February 2009 meeting approved our
chief executive officers recommendation for the following special time-based
restricted stock awards:
Named Executive
Officer
|
|
Restricted Stock
Awards
|
Mr. Reidy
|
5,000 shares
|
Ms.
Lee
|
8,500
shares
|
Mr. Cachinero
|
5,000 shares
|
Mr.
Rodriguez
|
8,500
shares
|
These
awards and their long-term vesting schedule are designed to aid in the retention
of these key executives. Messrs. Reidys and Cachineros grants of 5,000 shares
of restricted stock are each scheduled to vest as follows: 1,000 shares are
scheduled to vest on February 10, 2013, and 4,000 shares are scheduled to vest
on February 10, 2014. Ms. Lees and Mr. Rodriguezs grants are scheduled to vest
in their entirety on February 10, 2014. The compensation committee did not
consider Mr. Butler for a grant because it deemed that the value of his unvested
equity in the company provided an appropriate level of retention
incentive.
Stock
Options
We grant
stock options to our executive officers (other than our chief executive officer
and chief operating officer) based upon their pay grades. Stock options granted
in April 2008 and thereafter generally vest over four years. The grant level for
each grade is determined based on our annual review of our long-term incentive
compensation program. Our chief executive officer recommends to the compensation
committee the number of stock options for our executive officers, other than
himself and the chief operating officer. The grant levels for our chief
executive officer and chief operating officer are recommended to the
compensation committee by a group of our human resources executives. The
compensation committee approved stock option grants to Messrs. Butler and
Martone in August 2008, and to Messrs. Reidy, Cachinero, Rodriguez and Ms. Lee
in February 2009. The grant levels approved by the compensation committee for
fiscal year 2009 were consistent with the grant levels approved for fiscal year
2008. Additional stock option grants may be made to assist us in the
recruitment, promotion or retention of executive officers.
The
compensation committee typically determines and approves stock option grants for
our chief executive officer and our chief operating officer in August as part of
a review of their entire compensation packages. While the compensation committee
can consider a stock option grant at any time for our executive officers, it
makes most stock option grants at its first meeting in the calendar year. We do
not coordinate this meeting date with any regularly scheduled announcement or
corporate event.
Other Long-Term
Incentive Program Considerations
We
consider the accounting and tax implications when we design our equity-based and
cash compensation programs and when we make awards or grants. Our goal is to
make only equity-based awards and grants that we can deduct when determining our
taxes. However, the overriding consideration when evaluating the pay level or
design component of any portion of our executives compensation is the
effectiveness of the component and the stockholder value that management and the
compensation committee believe the pay component reinforces.
We try to
maximize the tax deductibility of compensation payments to executive officers.
Our stockholders have approved our incentive plans that are designed and
administered to provide performance-based compensation that is awarded to our
executive officers, and therefore not subject to the deduction limits of Section
162(m) of the Internal Revenue Code. The compensation committee may, however,
award compensation that is not deductible under Section 162(m) when, in the
exercise of the committees judgment, such pay would be in the best interests of
the company and its stockholders.
27
Other Compensation Components and
Considerations
In
addition to the components discussed above, we offer our executive officers
retirement benefits, deferred compensation, perquisites, and change in control
protection. We believe these additional benefits are fair, competitive,
consistent with our overall compensation philosophy, and designed to ensure that
we can effectively retain our executive officers as well as effectively compete
for executive talent.
Retirement
Benefits
All
executive officers can participate in the Automatic Data Processing, Inc.
Retirement and Savings Plan (our 401(k) plan) and are automatically enrolled in
the Automatic Data Processing, Inc. Pension Retirement Plan (a tax-qualified
defined benefit cash balance pension plan) and the Supplemental Officers
Retirement Plan. The Supplemental Officers Retirement Plan provides retirement
benefits to our executive officers in excess of those generally available under
our qualified cash balance pension plan. The Supplemental Officers Retirement
Plan enables us to attract and retain senior and experienced mid- to late-career
executive talent necessary to achieve growth and provides these executive
officers with a retirement benefit targeted to a competitive income replacement
ratio at normal retirement age.
Deferred
Compensation
All
executive officers may defer all or a portion of their annual bonuses into a
deferred compensation account. We make this program available to our executive
officers to be competitive, to facilitate the recruitment of new executives, and
to provide our executive officers with a tax efficient way to save for
retirement. Since the deferral accounts are made up of funds already earned by
the executive officers, we do not consider the executives deferred account
balances, or investment earnings or losses on such balances, when we make
compensation decisions.
Perquisites
Mr.
Butler and, prior to his retirement, Mr. Martone receive fixed annual perquisite
allowances of $125,000 that they allocate based on their personal
needs.
We
provide each of our executive officers the use of automobiles leased by the
company and company-paid life insurance. Consistent with our policy towards all
attendees, we pay for the spouses of our executive officers to accompany them to
our annual sales Presidents Club events. Finally, the ADP Foundation makes
contributions that match the charitable gifts made by our executive officers
(including the named executive officers) up to a maximum of $20,000 per calendar
year.
Beginning
in fiscal year 2010, we eliminated tax gross-up payments to our executive
officers that had previously been permitted in connection with travel benefits
and personal airplane usage.
Change in Control and
Severance Arrangements
The
Automatic Data Processing, Inc. Change in Control Severance Plan for Corporate
Officers is designed (i) to retain our executive officers (including the named
executive officers) and our staff vice presidents and (ii) to align their
interests with our stockholders interests so that they can consider
transactions that are in the best interests of our stockholders and maintain
their focus without concern regarding how any such transaction might personally
affect them. In addition, Messrs. Butler, Reidy and Cachinero have individual
arrangements described below under Potential Payments Upon Termination or
Change of Control.
Our executive officers have
different separation entitlements from one another. Our chief executive officer
is entitled to severance equal to approximately three times base salary and
bonus under some termination scenarios, while our other executive officers are
entitled to severance equal to approximately one and one-half or two times base
salary and bonus. We believe that a higher severance multiple for our chief
executive officer is needed in order to attract the individual we believe is
best suited for the office. Our chief executive officer is the individual the
public and our stockholders most closely identify as the face of the company. He
has the greatest individual impact on our success, and he faces the greatest
personal risks when the company takes risks.
The
severance formulas we use for executive officers are each designed to provide
the level of replacement income we feel is appropriate for that office, but the
compensation our executive officers may receive after termination of employment
or a change in control is not taken into account when current compensation
levels are determined.
28
Compensation
Recovery
Our 2008
Omnibus Award Plan gives the compensation committee the flexibility to grant
cash and equity awards that may be recovered if a recipient engages in certain
types of misconduct. Beginning in February 2009, stock options and restricted
stock awards under our 2008 Omnibus Award Plan allow the compensation committee
to cause a recipients award to be forfeited, and to require the recipient to
pay to us any option gain and/or the value of vested restricted stock, as
applicable, if the recipient engages in activity that is in conflict with or
adverse to our interests, including but not limited to fraud or conduct
contributing to any financial restatements or irregularities, or if the
recipient violates a restrictive covenant.
Share Ownership
Guidelines
The
compensation committee established share ownership guidelines to encourage
equity ownership by our executive officers in order to reinforce the link
between their financial interests and those of our stockholders. We set the
share ownership guidelines on the basis of each executive officers pay grade,
expressed as a multiple of the executive officers base salary on the first day
of the fiscal year. Stock ownership (as defined under the guidelines) includes
shares owned outright by the executive officer or beneficially through ownership
by direct family members (spouses and/or dependent children), or shares owned
through our Retirement and Savings Plan. Under our share ownership guidelines,
Mr. Butler is encouraged to own an amount of our stock equal in value to five
times his base salary, while Messrs. Reidy, Cachinero, Rodriguez and Ms. Lee are
encouraged to own an amount of our stock equal in value to three times their
respective base salaries.
Separation Arrangement with Mr.
Martone
Mr.
Martone retired from the company on January 2, 2009. Taking into account the
years of valuable service Mr. Martone provided to the company, we agreed to
provide separation benefits to him that consist in part of cash payments,
benefit credit under our Supplemental Officers Retirement Plan, continued
vesting of equity awards and continued participation in our stock plans. The
compensation committee also decided to grant Mr. Martone a discretionary bonus
of $300,000 to specifically reward his years of valuable service to the company
and his performance as chief operating officer. The arrangement for Mr. Martone
is consistent with the separation arrangements we sometimes provide to departing
executives whose long-term service deserves special recognition over and above
the fixed pay and benefits that have already been earned before the executives
departure.
29
COMPENSATION COMMITTEE
REPORT
The
compensation committee has reviewed and discussed with management the foregoing
Compensation Discussion and Analysis section of the companys 2009 proxy
statement. Based on its review and discussions with management, the compensation
committee recommended to the board of directors that the Compensation Discussion
and Analysis be included in the companys 2009 proxy statement.
|
Compensation
Committee
|
|
of the Board of
Directors
|
|
|
|
Gregory D.
Brenneman, Chairman
|
|
R. Glenn
Hubbard
|
|
John P.
Jones
|
|
Charles H.
Noski
|
30
COMPENSATION OF EXECUTIVE
OFFICERS
The following table summarizes the
compensation of our named executive officers for fiscal year 2009.
Summary Compensation Table For Fiscal
Year 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Compen-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
sation
|
|
All Other
|
|
|
|
Name
and
|
|
|
|
|
|
|
|
|
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
|
|
Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
($)(4)
|
|
(5)
|
|
($)
(6)
|
|
(7)
|
|
($)
(8)
|
|
Total ($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
Gary C. Butler
|
|
2009
|
|
$
|
1,000,000
|
|
$
|
0
|
|
|
$
|
1,316,316
|
|
$
|
2,578,625
|
|
$
|
1,295,000
|
|
$
|
1,722,475
|
|
$
|
221,203
|
|
|
$
|
8,133,619
|
President and Chief
|
|
2008
|
|
$
|
900,000
|
|
$
|
0
|
|
|
$
|
2,168,340
|
|
$
|
2,631,808
|
|
$
|
2,579,405
|
|
$
|
1,095,792
|
|
$
|
218,628
|
|
|
$
|
9,593,973
|
Executive
Officer
|
|
2007
|
|
$
|
850,005
|
|
$
|
0
|
|
|
$
|
2,240,346
|
|
$
|
2,912,136
|
|
$
|
2,330,000
|
|
$
|
928,838
|
|
$
|
246,132
|
|
|
$
|
9,507,457
|
|
Christopher R. Reidy
|
|
2009
|
|
$
|
532,400
|
|
$
|
0
|
|
|
$
|
492,623
|
|
$
|
267,692
|
|
$
|
346,600
|
|
$
|
129,759
|
|
$
|
56,981
|
|
|
$
|
1,826,055
|
Chief
Financial
|
|
2008
|
|
$
|
510,000
|
|
$
|
21,780
|
|
|
$
|
944,519
|
|
$
|
283,461
|
|
$
|
524,520
|
|
$
|
99,853
|
|
$
|
36,623
|
|
|
$
|
2,420,756
|
Officer
|
|
2007
|
|
$
|
377,500
|
|
$
|
0
|
|
|
$
|
1,010,121
|
|
$
|
199,098
|
|
$
|
648,100
|
|
$
|
58,981
|
|
$
|
19,719
|
|
|
$
|
2,313,519
|
|
Regina R. Lee
|
|
2009
|
|
$
|
425,000
|
|
$
|
0
|
|
|
$
|
527,932
|
|
$
|
212,834
|
|
$
|
260,580
|
|
$
|
140,253
|
|
$
|
69,999
|
|
|
$
|
1,636,598
|
President,
Employer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services
National
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benito Cachinero
|
|
2009
|
|
$
|
400,000
|
|
$
|
0
|
|
|
$
|
564,072
|
|
$
|
176,378
|
|
$
|
215,500
|
|
$
|
86,672
|
|
$
|
71,305
|
|
|
$
|
1,513,927
|
Vice
President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Human
Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlos Rodriguez
|
|
2009
|
|
$
|
400,000
|
|
$
|
35,504
|
(2)
|
|
$
|
522,053
|
|
$
|
205,528
|
|
$
|
174,496
|
|
$
|
47,809
|
|
$
|
192,427
|
|
|
$
|
1,577,817
|
President,
Employer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services
Small
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. Michael Martone(1)
|
|
2009
|
|
$
|
441,067
|
|
$
|
1,075,000
|
(3)
|
|
$
|
1,188,205
|
|
$
|
1,543,758
|
|
$
|
0
|
|
$
|
942,736
|
|
$
|
1,157,601
|
|
|
$
|
6,348,367
|
Chief
Operating
|
|
2008
|
|
$
|
750,000
|
|
$
|
45,000
|
|
|
$
|
1,354,615
|
|
$
|
595,832
|
|
$
|
1,040,950
|
|
$
|
707,431
|
|
$
|
253,893
|
|
|
$
|
4,747,721
|
Officer
|
|
2007
|
|
$
|
581,365
|
|
$
|
0
|
|
|
$
|
1,387,966
|
|
$
|
464,794
|
|
$
|
874,000
|
|
$
|
580,566
|
|
$
|
451,199
|
|
|
$
|
4,339,890
|
____________________
(1)
|
|
Mr. Martone retired
from the company on January 2, 2009.
|
|
|
|
(2)
|
|
Discretionary bonus
for assuming temporary leadership of several business units beyond Mr.
Rodriguezs areas of responsibility.
|
|
(3)
|
|
The amount shown reflects (i) a
discretionary bonus of $300,000 in recognition of Mr. Martones years of
service and performance as chief operating officer and (ii) a
discretionary bonus equal to 100% of Mr. Martones fiscal year 2009 target
bonus of $775,000.
|
|
(4)
|
|
Amounts set forth in the Stock
Awards column represent the dollar amount recognized for financial
statement reporting purposes for the fiscal years 2009, 2008 and 2007 as
computed in accordance with SFAS 123R, disregarding estimates of
forfeitures related to service-based vesting conditions. For additional
information about the assumptions used in these calculations, see Note 14
to our audited consolidated financial statements for the fiscal year ended
June 30, 2009 included in our annual report on Form 10-K for the fiscal
year ended June 30, 2009, Note 13 to our audited consolidated financial
statements for the fiscal year ended June 30, 2008 included in our annual
report on Form 10-K for the fiscal year ended June 30, 2008, and Note 14
to our audited consolidated financial statements for the fiscal year ended
June 30, 2007 included in our annual report on Form 10-K for the fiscal
year ended June 30, 2007.
|
31
(5)
|
|
Amounts set forth in the Option
Awards column represent the dollar amount recognized for financial
statement reporting purposes for fiscal years 2009, 2008 and 2007 as
computed in accordance with SFAS 123R, disregarding estimates of
forfeitures related to service-based vesting conditions. For additional
information about the assumptions used in these calculations, see Note 14
to our audited consolidated financial statements for the fiscal year ended
June 30, 2009 included in our annual report on Form 10-K for the fiscal
year ended June 30, 2009, Note 13 to our audited consolidated financial
statements for the fiscal year ended June 30, 2008 included in our annual
report on Form 10-K for the fiscal year ended June 30, 2008, and Note 14
to our audited consolidated financial statements for the fiscal year ended
June 30, 2007 included in our annual report on Form 10-K for the fiscal
year ended June 30, 2007.
|
|
|
|
(6)
|
|
Performance-based bonuses paid
under the annual cash bonus program are shown in this column. A discussion
of our annual cash bonus program may be found in our Compensation
Discussion and Analysis under Cash Compensation
Annual Cash
Bonus
.
|
|
(7)
|
|
Amounts shown reflect the
aggregate increase during the last fiscal year in the present value of the
executives benefit under our tax-qualified cash balance pension plan, the
Automatic Data Processing, Inc. Pension Retirement Plan, and our
non-qualified supplemental retirement plan, the Supplemental Officers
Retirement Plan. The Pension Retirement Plan and the Supplemental Officers
Retirement Plan provide benefits in the form of a lump sum and/or an
annuity. We calculated a present value of the executives benefit using an
interest rate, a discount rate and a mortality assumption. We calculated
the present value as of June 30, 2006 using the RP-2000 white collar
mortality table, a 4.75% interest crediting rate for the pension plan, and
a 6.25% discount rate; we calculated the present value as of June 30, 2007
using the RP-2000 white collar mortality rate (projected to 2007), a 4.75%
interest crediting rate for the pension plan, and a 6.25% discount rate;
and we calculated the present value as of June 30, 2008 using the RP-2000
white collar mortality rate (projected to 2008), a 4.50% interest
crediting rate for the pension plan, and a 6.95% discount rate; the
present value as of June 30, 2009 is based on the RP-2000 white collar
mortality table (projected to 2009), a 4.25% interest crediting rate for
the pension plan, and a 6.8% discount rate. The change in 2009 in the
present value of the Pension Retirement Plan was negative $31,598 for Mr.
Martone; we reflected $0 for this amount.
|
|
(8)
|
|
Please refer to the All Other
Compensation table below for further
information.
|
ALL OTHER COMPENSATION FOR FISCAL
YEAR 2009
|
|
|
|
|
|
|
|
|
|
Matching
|
|
Other
|
|
Tax
|
|
Perquisite
|
|
Charitable
|
Name
|
|
Benefits
|
|
Payments
|
|
Allowance
|
|
Contributions
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
Gary C. Butler
|
$
|
68,614
|
|
$
|
7,089
|
|
$
|
125,000
|
|
$
|
20,500
|
|
Christopher R. Reidy
|
$
|
46,031
|
|
$
|
0
|
|
$
|
0
|
|
$
|
10,950
|
|
Regina R. Lee
|
$
|
69,499
|
|
$
|
500
|
|
$
|
0
|
|
$
|
0
|
|
Benito
Cachinero
|
$
|
51,305
|
|
$
|
0
|
|
$
|
0
|
|
$
|
20,000
|
|
Carlos Rodriguez
|
$
|
147,776
|
|
$
|
35,651
|
|
$
|
0
|
|
$
|
9,000
|
|
S.
Michael Martone
|
$
|
991,370
|
|
$
|
29,981
|
|
$
|
125,000
|
|
$
|
11,250
|
|
____________________
(1)
|
|
Other Benefits
include:
|
|
|
|
|
|
(a)
|
|
Actual cost to the company of
leasing automobiles (and covering related maintenance, registrations and
insurance fees) used for personal travel: Mr. Butler, $10,233; Mr. Reidy,
$11,250; Ms. Lee, $11,750; Mr. Cachinero, $11,279; Mr. Rodriguez, $12,750;
and Mr. Martone, $12,800.
|
|
|
|
|
|
|
|
(b)
|
|
Amount paid by the company on
behalf of the executives spouses who accompanied such executives on
business travel: Ms. Lee, $3,100; and Mr. Rodriguez, $3,100.
|
|
|
|
(c)
|
|
Relocation expense: Mr.
Rodriguez, $78,013; and Mr. Martone, $23,314.
|
|
|
|
(d)
|
|
Matching contributions to the
companys Retirement and Savings Plan (available to the companys
associates generally): Mr. Butler, $18,294; Mr. Reidy, $13,279; Ms. Lee,
$15,442; Mr. Cachinero, $11,624; Mr. Rodriguez, $15,004; and Mr. Martone,
$10,386.
|
32
|
|
(e)
|
|
Dividends paid on
restricted stock (available to the companys associates generally)
included in the Stock Awards column of the Summary Compensation Table: Mr.
Butler, $38,506; Mr. Reidy, $20,146; Ms. Lee, $38,031; Mr. Cachinero,
$27,267; Mr. Rodriguez, $37,774; and Mr. Martone, $11,541.
|
|
|
|
|
|
|
|
(f)
|
|
Life insurance and
accidental death and dismemberment premiums paid by the company (available
to the companys associates generally): Mr. Butler, $1,116; Mr. Reidy
$891; Ms. Lee, $711; Mr. Cachinero, $670; Mr. Rodriguez, $670; and Mr.
Martone, $1,116.
|
|
|
|
(g)
|
|
Allowance for annual
physical examination (available to the companys executives generally):
$465 for each named executive officer.
|
|
|
|
(h)
|
|
Amount paid for
accrued and unused vacation: Mr. Martone, $50,748.
|
|
|
|
(i)
|
|
Retiree health benefit
(the present value of Mr. Martones health coverage determined using a
discount rate of 6.6% and a medical inflation rate beginning at 8.25% for
2009-2010 and ultimately settling at 5% by 2017): Mr. Martone,
$106,000.
|
|
|
|
(j)
|
|
Severance pay to Mr.
Martone of $775,000.
|
|
(2)
|
|
Tax Payments
consist of:
|
|
|
|
(a)
|
|
Gross-up in respect of
taxable travel benefits (gross-up payments for travel benefits have been
eliminated beginning in fiscal year 2010): Ms. Lee, $500; and Mr.
Rodriguez, $500.
|
|
|
|
(b)
|
|
Gross-up for
relocation expense (available to all participants in the companys
relocation program): Mr. Rodriguez, $35,151; and Mr. Martone,
$18,050.
|
|
|
|
(c)
|
|
Gross-up for taxable
benefit of personal use of aircraft chartered by the company (gross-up
payments for personal airplane usage have been eliminated beginning in
fiscal year 2010): Mr. Butler, $7,089; and Mr. Martone
$11,931.
|
|
(3)
|
|
Pursuant to
the provisions of his employment agreement, Mr. Butler has an annual
perquisite allowance of $125,000. Mr. Martone also had an annual
perquisite allowance of $125,000. Mr. Butler used a significant portion of
his perquisite allowance to fully reimburse the company for his personal
use of aircraft chartered by the company and the incremental cost to the
company of his personal use of aircraft owned by the company. Mr. Martone
used his entire annual perquisite allowance to offset the incremental cost
to the company of providing him with personal use of aircraft chartered by
the company and reimbursed the company for the incremental cost to the
company in excess of $125,000. Personal use of the aircraft benefit is
valued at the actual incremental cost to the company of providing the
benefit to the executive. With respect to the aircraft chartered by the
company, the incremental cost is the contracted per-hour cost, including
empty aircraft positioning costs, plus any fuel surcharges, additional
catering or landing fees, taxes and segment fees. With respect to the
aircraft owned by the company, the incremental cost is calculated by
multiplying the personal flight time, including empty aircraft positioning
time, by the aircrafts hourly variable operating cost. Variable operating
cost includes maintenance, fuel, cleaning, landing fees, flight fees,
catering, and crew traveling expenses, including hotels, meals, and
transportation. Since the aircraft owned by the company is primarily used
for business travel, we do not include the fixed costs that do not change
based on usage, such as crew salaries as well as hangar, insurance and
management fees.
|
|
(4)
|
|
Reflects
matching charitable contributions made by the ADP Foundation in an amount
not to exceed $20,000 in a calendar year in respect of any named executive
officers charitable contributions for that calendar
year.
|
33
GRANTS
OF PLAN-
BASED
AWARDS
TABLE
FOR
FISCAL
YEAR 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
Awards:
|
|
Awards:
|
|
Exercise
or
|
|
Fair
|
|
|
|
|
|
|
Plan
|
|
Estimated Possible Payouts Under
|
|
Under Equity Incentive Plan
|
|
Number
of
|
|
Number of
|
|
Base
Price
|
|
Value of
|
|
|
|
|
Date
of
|
|
Under
Which
|
|
Non-Equity Incentive Plan
Awards
|
|
Awards
|
|
Shares
of
|
|
Securities
|
|
of
Option
|
|
Stock
|
|
|
Grant
|
|
Corporate
|
|
Grant Was
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Stock
|
|
Underlying
|
|
Awards
|
|
and
Option
|
Name
|
|
Date
|
|
Action
|
|
Made
|
|
$
|
|
$
|
|
$
|
|
#
|
|
#
|
|
#
|
|
or Units #
|
|
Options #
|
|
($/Share)
|
|
Awards ($)
|
(a)
|
|
(b)
|
|
(bb)
|
|
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(k)
|
|
(l)
|
Gary C. Butler
|
|
|
|
|
|
Cash bonus
|
|
$0
|
|
$
|
1,550,000
|
|
$
|
3,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/3/2008
|
|
8/14/2008
|
|
2-Yr PBRS
|
|
|
|
|
|
|
|
|
|
0
|
|
42,500
|
|
53,125
|
|
|
|
|
|
|
|
|
$
|
1,659,200
|
|
|
8/14/2008
|
|
8/14/2008
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225,000
|
|
|
$45.34
|
|
$
|
1,982,250
|
|
Christopher R. Reidy
|
|
|
|
|
|
Cash bonus
|
|
$0
|
|
$
|
425,920
|
|
$
|
745,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/3/2008
|
|
8/14/2008
|
|
2-Yr PBRS
|
|
|
|
|
|
|
|
|
|
0
|
|
13,000
|
|
16,250
|
|
|
|
|
|
|
|
|
$
|
507,520
|
|
|
2/10/2009
|
|
2/10/2009
|
|
TBRS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
187,900
|
|
|
2/10/2009
|
|
2/10/2009
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
$37.58
|
|
$
|
144,000
|
|
Regina R. Lee
|
|
|
|
|
|
Cash bonus
|
|
$0
|
|
$
|
297,500
|
|
$
|
520,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/3/2008
|
|
8/14/2008
|
|
2-Yr PBRS
|
|
|
|
|
|
|
|
|
|
0
|
|
9,000
|
|
11,250
|
|
|
|
|
|
|
|
|
$
|
351,360
|
|
|
2/10/2009
|
|
2/10/2009
|
|
TBRS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,500
|
|
|
|
|
|
|
$
|
319,430
|
|
|
2/10/2009
|
|
2/10/2009
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,000
|
|
|
$37.58
|
|
$
|
122,400
|
|
Benito Cachinero
|
|
|
|
|
|
Cash bonus
|
|
$0
|
|
$
|
240,000
|
|
$
|
420,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/3/2008
|
|
8/14/2008
|
|
2-Yr PBRS
|
|
|
|
|
|
|
|
|
|
0
|
|
8,000
|
|
10,000
|
|
|
|
|
|
|
|
|
$
|
312,320
|
|
|
2/10/2009
|
|
2/10/2009
|
|
TBRS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
187,900
|
|
|
2/10/2009
|
|
2/10/2009
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,000
|
|
|
$37.58
|
|
$
|
122,400
|
|
Carlos Rodriguez
|
|
|
|
|
|
Cash bonus
|
|
$0
|
|
$
|
280,000
|
|
$
|
490,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/3/2008
|
|
8/14/2008
|
|
2-Yr PBRS
|
|
|
|
|
|
|
|
|
|
0
|
|
9,000
|
|
11,250
|
|
|
|
|
|
|
|
|
$
|
351,360
|
|
|
2/10/2009
|
|
2/10/2009
|
|
TBRS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,500
|
|
|
|
|
|
|
$
|
319,430
|
|
|
2/10/2009
|
|
2/10/2009
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,000
|
|
|
$37.58
|
|
$
|
122,400
|
|
S. Michael Martone
|
|
|
|
|
|
Cash bonus
|
|
$0
|
|
$
|
775,000
|
|
$
|
1,356,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/3/2008
|
|
8/14/2008
|
|
2-Yr PBRS
|
|
|
|
|
|
|
|
|
|
0
|
|
30,000
|
|
37,500
|
|
|
|
|
|
|
|
|
$
|
1,171,200
|
|
|
8/14/2008
|
|
8/14/2008
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,000
|
|
|
$45.34
|
|
$
|
484,550
|
34
In the
foregoing Grants of Plan-Based Awards table, we refer to our two-year
performance-based restricted stock program as 2-Yr PBRS and to our time-based
restricted stock program as TBRS. Stock options granted to Messrs. Butler and
Martone on August 14, 2008 were granted under the companys 2000 Stock Option
Plan, and stock options granted to the other named executive officers on
February 10, 2009 were granted under the companys 2008 Omnibus Award
Plan.
The grant
dates shown in column (b) of the table were determined pursuant to SFAS 123R.
Column (bb) of the table shows the actual dates on which our compensation
committee:
-
set target award amounts under the two-year
performance-based restricted stock program;
-
awarded restricted stock under the time-based
restricted stock program; and
-
granted stock options under the 2000 Stock Option
Plan or the 2008 Omnibus Award Plan, as applicable.
In
determining the foregoing awards and grants, we took into account the employment
agreements with Messrs. Butler, Reidy and Cachinero, which are summarized
below.
We
computed the grant date fair value of each restricted stock award and option
grant shown in column (l) in accordance with SFAS 123R, disregarding estimates
of forfeitures related to service-based vesting conditions. For additional
information about the assumptions used in these calculations, see Note 14 to our
audited consolidated financial statements for the fiscal year ended June 30,
2009 included in our annual report on Form 10-K for the fiscal year ended June
30, 2009.
Mr. Butler Employment
Agreement
Mr.
Butler entered into an employment agreement with the company on June 28, 2006.
The agreement provides for successive one-year terms beginning on August 31,
2006 unless terminated by the company or Mr. Butler at least six months before
the end of the applicable one-year term.
Mr.
Butlers annual base salary is at least $850,000, and his annual target bonus is
at least $1,200,000. The actual bonus paid to Mr. Butler is based upon his
accomplishment of pre-established performance goals established by the
compensation committee. If the performance goals established by the compensation
committee under the applicable two-year performance-based restricted stock
program have been achieved at the 100% target level, the company will issue Mr.
Butler at least 32,000 shares of restricted stock. If the performance goals for
any such program are exceeded or are not achieved, the number of shares of
restricted stock issued to Mr. Butler will be increased or decreased, as
appropriate.
Pursuant
to the employment agreement, Mr. Butler received a one-time stock option grant
of 150,000 shares of common stock on July 1, 2006. In addition, Mr. Butler will
be granted stock options for a minimum of 200,000 shares of common stock each
fiscal year during the term of the employment agreement. Subject to the
attainment of any pre-established performance goals that may be set by the
compensation committee (in its sole discretion), each stock option will vest in
five equal annual installments of 20% each, commencing one year after the
applicable grant date.
The
company will pay Mr. Butler a perquisite allowance of $125,000 each fiscal year.
The salary, bonus, stock and other arrangements for Mr. Butler will be reviewed
annually by the compensation committee and may be increased in its sole
discretion. Mr. Butler is also entitled to participate in all of the companys
then current pension, 401(k), medical and health, life, accident, disability and
other insurance programs, stock purchase and other plans and arrangements
(including all policies relating to the exercise of stock options following a
persons retirement from, or cessation of employment with, the company) that are
generally available to other senior executives of the company.
Mr.
Butlers employment agreement also contains provisions related to the change in
control or termination, which are summarized below under Potential Payments to
Named Executive Officers Upon Termination or Change In Control.
Mr. Reidy Employment
Agreement
Mr. Reidy
entered into an employment agreement with the company on August 1, 2006. Mr.
Reidys annual base salary is at least $500,000, and his annual target bonus is
at least $400,000. The actual bonus paid to Mr. Reidy is based upon his
accomplishment of pre-established performance goals established by the
compensation committee. If the performance goals established by the compensation
committee under the applicable two-year performance-based restricted stock
program have been achieved at the 100% target level, the company will issue Mr.
Reidy 13,000 shares of restricted stock. If the performance goals for any such
program are exceeded or are not achieved, the number of shares of restricted
stock issued to Mr. Reidy will be increased or decreased, as appropriate.
Commencing in January 2008, Mr. Reidy will be granted stock options for a
minimum of 20,000 shares of common stock each fiscal year during the term of the
employment agreement.
35
Mr.
Reidys employment agreement also contains provisions related to his
non-voluntary termination from the company, which are summarized below under
Potential Payments to Named Executive Officers Upon Termination or Change In
Control.
Mr. Cachinero Employment
Agreement
Mr.
Cachinero entered into an employment agreement with the company on March 23,
2007. Mr. Cachineros annual base salary was $375,000 when he began employment,
and it was $400,000 for fiscal year 2009. Mr. Cachineros annual target bonus
amount is 60% of his salary. The actual bonus paid to Mr. Cachinero is based
upon his accomplishment of pre-established performance goals established by the
compensation committee. Mr. Cachinero is entitled to participate in all of the
companys then current pension, 401(k), medical and health, life, accident,
disability and other insurance programs, stock purchase plans, the companys
Executive Fleet Program and other plans and arrangements that are generally
available to other executives at Mr. Cachineros grade level in accordance with
those plans terms. Mr. Cachinero is eligible to receive four weeks of paid
vacation per year during his first five years of employment.
Mr.
Cachineros employment agreement also contains provisions related to his
retirement and termination from the company, which are summarized below under
Potential Payments to Named Executive Officers Upon Termination or Change in
Control.
Restricted Stock
We
currently grant restricted stock under our 2008 Omnibus Award Plan. Restricted
stock awards granted in connection with our performance-based restricted stock
program generally vest six months following issuance. Other restricted stock
awards vest over periods determined by our compensation committee. Holders of
shares of restricted stock are entitled to receive dividends paid on their
restricted shares.
Beginning
in February 2009, restricted stock awards under our 2008 Omnibus Award Plan
allow the compensation committee to cause a recipients award to be forfeited,
and to require the recipient to pay to us any gain realized on the award (the
fair market value, on the applicable vesting date, of the shares delivered to
the participant), if the recipient engages in an activity that is in conflict
with or adverse to our interests, including but not limited to fraud or conduct
contributing to any financial restatements or irregularities, or if the
recipient violates a restrictive covenant.
Stock Options
We
currently grant stock options under our 2008 Omnibus Award Plan. Stock options
have an exercise price equal to our closing stock price on the date of grant,
however options granted before January 2007 under our 2000 Stock Option Plan
have an exercise price equal to the average of the high and the low sales prices
of our stock on the day of grant. Stock options have a term of up to ten years
from the date of grant. No option may be exercised after the expiration of its
ten-year term.
Stock
options granted in April 2008 and thereafter generally vest over four years.
Options granted prior to April 2008 vest over a five-year period, beginning on
the second anniversary of the grant date (for all key executives of the company,
including the named executive officers other than Mr. Butler, whose options
started vesting on the first anniversary of the grant date), or the first
anniversary of the grant date (for all other optionholders).
Stock
options granted under our 2008 Omnibus Award Plan become fully vested and
exercisable upon the death or disability of an optionholder who (i) is an active
employee, (ii) satisfied the companys retirement criteria and retired on or
after age 55 with ten years of service (Normal Retirement) or (iii) retired in
the previous twelve months on or after age 55 with between five and ten years of
service with the company and its subsidiaries. Stock options will continue to
vest following a Normal Retirement that occurs after the first anniversary of an
options grant date.
Vested
options granted under our 2008 Omnibus Award Plan may generally be exercised for
up to 60 days following an optionholders termination of employment with the
company, provided that:
-
optionholders who retire on or after Normal
Retirement will have up to 37 months following retirement to exercise
their vested options (subject to extension in the case
of subsequent death);
-
optionholders who retire on or after age 55 with
between five and ten years of service will have up to twelve
months following retirement to exercise their options
(subject to extension in the case of subsequent death);
36
-
optionholders who die or become disabled on or
after eligibility for Normal Retirement will have up to 36 months
following their death or disability to exercise their
options (subject to extension in the case of subsequent death
following a disability); and
-
optionholders who were not eligible for Normal
Retirement on the date of death or disability will have up to
twelve months following their death or disability to
exercise their options (subject to extension in the case of
subsequent death following a disability).
Beginning
in February 2009, stock option awards under our 2008 Omnibus Award Plan allow
the compensation committee to cause a recipients award to be forfeited, and to
require the recipient to pay to us any option gain, if the recipient engages in
an activity that is in conflict with or adverse to our interests, including but
not limited to fraud or conduct contributing to any financial restatements or
irregularities, or if the recipient violates a restrictive covenant.
37
OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END 2009
|
|
Option Awards
|
|
Stock Awards
|
Name
|
|
|
Grant
Date(1)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
(Exercis-
able)(2)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
(Unexercis-
able)(2)
|
|
Option
Exercise
Price
($)(2)
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of
Stock That
Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have
Not
Vested
($)(3)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not Vested
(#)(4)
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(3)
|
(a)
|
|
|
|
|
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary C. Butler
|
|
|
7/26/1999
|
|
|
|
109,750
|
|
|
|
|
|
|
|
$
|
38.01
|
|
|
|
7/25/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/18/1999
|
|
|
|
65,850
|
|
|
|
|
|
|
|
$
|
40.06
|
|
|
|
10/17/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/14/2000
|
|
|
|
109,750
|
|
|
|
|
|
|
|
$
|
51.11
|
|
|
|
8/14/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/13/2001
|
|
|
|
109,750
|
|
|
|
|
|
|
|
$
|
44.06
|
|
|
|
8/13/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/21/2001
|
|
|
|
8,780
|
|
|
|
|
|
|
|
$
|
39.64
|
|
|
|
9/20/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
|
10,864
|
|
|
|
|
|
|
|
$
|
29.38
|
|
|
|
7/21/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
|
76,825
|
|
|
|
|
|
|
|
$
|
29.38
|
|
|
|
7/21/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/12/2002
|
|
|
|
109,750
|
|
|
|
|
|
|
|
$
|
33.58
|
|
|
|
8/11/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2003
|
|
|
|
57,069
|
|
|
|
14,268
|
|
|
|
$
|
34.45
|
|
|
|
8/10/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2003
|
|
|
|
118,530
|
|
|
|
29,632
|
|
|
|
$
|
34.45
|
|
|
|
8/10/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2004
|
|
|
|
59,265
|
|
|
|
39,510
|
|
|
|
$
|
35.56
|
|
|
|
8/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2005
|
|
|
|
43,900
|
|
|
|
65,850
|
|
|
|
$
|
40.51
|
|
|
|
8/10/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/1/2006
|
|
|
|
153,650
|
|
|
|
230,475
|
|
|
|
$
|
41.50
|
|
|
|
6/30/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/9/2007
|
|
|
|
40,000
|
|
|
|
160,000
|
|
|
|
$
|
47.55
|
|
|
|
8/8/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/14/2008
|
|
|
|
|
|
|
|
225,000
|
|
|
|
$
|
45.34
|
|
|
|
8/13/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/22/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
|
$
|
236,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/9/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
|
|
$
|
1,240,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,125
|
|
|
|
$
|
1,882,750
|
|
|
Christopher R. Reidy
|
|
|
10/2/2006
|
|
|
|
16,462
|
|
|
|
65,850
|
|
|
|
$
|
42.98
|
|
|
|
10/1/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/31/2008
|
|
|
|
|
|
|
|
20,000
|
|
|
|
$
|
40.28
|
|
|
|
1/30/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
20,000
|
|
|
|
$
|
37.58
|
|
|
|
2/9/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
$
|
212,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
$
|
177,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/9/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,000
|
|
|
|
$
|
460,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,250
|
|
|
|
$
|
575,900
|
|
|
Regina R. Lee
|
|
|
5/10/2000
|
|
|
|
10,536
|
|
|
|
|
|
|
|
$
|
46.36
|
|
|
|
5/10/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/15/2001
|
|
|
|
13,170
|
|
|
|
|
|
|
|
$
|
48.12
|
|
|
|
5/14/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/21/2001
|
|
|
|
2,496
|
|
|
|
|
|
|
|
$
|
39.64
|
|
|
|
9/20/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/6/2002
|
|
|
|
12,072
|
|
|
|
|
|
|
|
$
|
45.84
|
|
|
|
5/6/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
|
5,487
|
|
|
|
|
|
|
|
$
|
29.38
|
|
|
|
7/21/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/13/2003
|
|
|
|
12,072
|
|
|
|
|
|
|
|
$
|
31.28
|
|
|
|
5/12/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2003
|
|
|
|
6,585
|
|
|
|
|
|
|
|
$
|
35.74
|
|
|
|
11/10/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/11/2004
|
|
|
|
12,072
|
|
|
|
|
|
|
|
$
|
42.30
|
|
|
|
5/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/27/2005
|
|
|
|
6,585
|
|
|
|
4,390
|
|
|
|
$
|
39.40
|
|
|
|
1/26/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/27/2006
|
|
|
|
5,268
|
|
|
|
7,902
|
|
|
|
$
|
40.70
|
|
|
|
1/26/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/26/2007
|
|
|
|
3,731
|
|
|
|
14,926
|
|
|
|
$
|
42.94
|
|
|
|
1/25/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/25/2007
|
|
|
|
|
|
|
|
30,000
|
|
|
|
$
|
44.91
|
|
|
|
4/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/31/2008
|
|
|
|
|
|
|
|
17,000
|
|
|
|
$
|
40.28
|
|
|
|
1/30/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
17,000
|
|
|
|
$
|
37.58
|
|
|
|
2/9/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
Option Awards
|
|
Stock Awards
|
Name
|
|
|
Grant
Date(1)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
(Exercis-
able)(2)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
(Unexercis-
able)(2)
|
|
Option
Exercise
Price
($)(2)
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of
Stock That
Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have
Not
Vested
($)(3)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not Vested
(#)(4)
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(3)
|
(a)
|
|
|
|
|
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
9/22/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
667
|
|
|
|
$
|
23,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/25/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
$
|
354,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
|
$
|
425,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,500
|
|
|
|
$
|
301,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/9/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
$
|
283,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
|
$
|
398,700
|
|
|
Benito Cachinero
|
|
|
4/25/2007
|
|
|
|
8,000
|
|
|
|
32,000
|
|
|
|
$
|
44.91
|
|
|
|
4/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/31/2008
|
|
|
|
|
|
|
|
17,000
|
|
|
|
$
|
40.28
|
|
|
|
1/30/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
17,000
|
|
|
|
$
|
37.58
|
|
|
|
2/9/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/25/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,581
|
|
|
|
$
|
233,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
$
|
212,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
$
|
177,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/9/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
$
|
283,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
$
|
354,400
|
|
|
Carlos Rodriguez
|
|
|
5/10/2000
|
|
|
|
13,170
|
|
|
|
|
|
|
|
$
|
46.36
|
|
|
|
5/10/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/15/2001
|
|
|
|
13,170
|
|
|
|
|
|
|
|
$
|
48.12
|
|
|
|
5/14/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/21/2001
|
|
|
|
2,511
|
|
|
|
|
|
|
|
$
|
39.64
|
|
|
|
9/20/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/6/2002
|
|
|
|
13,170
|
|
|
|
|
|
|
|
$
|
45.84
|
|
|
|
5/5/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
|
2,634
|
|
|
|
|
|
|
|
$
|
29.38
|
|
|
|
7/21/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/13/2003
|
|
|
|
5,268
|
|
|
|
|
|
|
|
$
|
31.28
|
|
|
|
5/12/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2003
|
|
|
|
4,390
|
|
|
|
|
|
|
|
$
|
34.45
|
|
|
|
8/10/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/11/2004
|
|
|
|
13,170
|
|
|
|
3,292
|
|
|
|
$
|
42.30
|
|
|
|
5/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/27/2005
|
|
|
|
6,585
|
|
|
|
4,390
|
|
|
|
$
|
39.40
|
|
|
|
1/26/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/27/2006
|
|
|
|
4,390
|
|
|
|
6,585
|
|
|
|
$
|
40.70
|
|
|
|
1/26/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/26/2007
|
|
|
|
2,634
|
|
|
|
10,536
|
|
|
|
$
|
42.94
|
|
|
|
1/25/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/25/2007
|
|
|
|
|
|
|
|
30,000
|
|
|
|
$
|
44.91
|
|
|
|
4/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/31/2008
|
|
|
|
|
|
|
|
17,000
|
|
|
|
$
|
40.28
|
|
|
|
1/30/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
17,000
|
|
|
|
$
|
37.58
|
|
|
|
2/9/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/22/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500
|
|
|
|
$
|
17,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/25/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
$
|
354,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
|
$
|
425,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,500
|
|
|
|
$
|
301,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/9/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
$
|
283,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,000
|
|
|
|
$
|
318,960
|
|
|
S. Michael Martone
|
|
|
5/15/2000
|
|
|
|
27,437
|
|
|
|
|
|
|
|
$
|
46.90
|
|
|
|
5/15/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/15/2001
|
|
|
|
27,437
|
|
|
|
|
|
|
|
$
|
48.12
|
|
|
|
5/14/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/21/2001
|
|
|
|
4,801
|
|
|
|
|
|
|
|
$
|
39.64
|
|
|
|
9/20/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/14/2002
|
|
|
|
27,437
|
|
|
|
|
|
|
|
$
|
48.36
|
|
|
|
5/13/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
|
5,991
|
|
|
|
|
|
|
|
$
|
29.38
|
|
|
|
7/21/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
|
27,437
|
|
|
|
|
|
|
|
$
|
29.38
|
|
|
|
7/21/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/13/2003
|
|
|
|
27,437
|
|
|
|
|
|
|
|
$
|
31.28
|
|
|
|
5/12/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
Option Awards
|
|
Stock Awards
|
Name
|
|
|
Grant
Date(1)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
(Exercis-
able)(2)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
(Unexercis-
able)(2)
|
|
Option
Exercise
Price
($)(2)
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of
Stock That
Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have
Not
Vested
($)(3)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not Vested
(#)(4)
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(3)
|
(a)
|
|
|
|
|
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
8/11/2003
|
|
|
|
21,950
|
|
|
|
|
|
|
|
$
|
34.45
|
|
|
|
8/10/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/11/2004
|
|
|
|
26,340
|
|
|
|
6,585
|
|
|
|
$
|
42.30
|
|
|
|
5/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2004
|
|
|
|
22,059
|
|
|
|
14,707
|
|
|
|
$
|
35.56
|
|
|
|
8/10/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/27/2006
|
|
|
|
14,706
|
|
|
|
22,060
|
|
|
|
$
|
40.70
|
|
|
|
1/26/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/26/2007
|
|
|
|
12,072
|
|
|
|
48,290
|
|
|
|
$
|
42.94
|
|
|
|
1/25/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/9/2007
|
|
|
|
|
|
|
|
55,000
|
|
|
|
$
|
47.55
|
|
|
|
8/8/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/14/2008
|
|
|
|
|
|
|
|
55,000
|
|
|
|
$
|
45.34
|
|
|
|
8/13/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/22/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,375
|
|
|
|
$
|
48,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/9/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
$
|
886,000
|
|
|
|
|
|
|
|
|
|
|
____________________
(1)
|
|
We have included in the table
awards under our two-year performance-based restricted stock program
spanning fiscal years 2008 and 2009. Such awards were formally made on
September 9, 2009.
|
|
|
|
(2)
|
|
The option awards and exercise
price of options granted prior to March 30, 2007 have been adjusted to
reflect the spin-off of our former Brokerage Services Group business on
March 30, 2007.
|
|
(3)
|
|
Market value based on June 30,
2009 closing price of our common stock of $35.44 per share.
|
|
(4)
|
|
Equity Incentive Plan Awards
include awards under our two-year performance-based restricted stock
program spanning fiscal years 2009 and 2010 that are subject to
achievement of performance targets. Our performance during the two-year
performance-based restricted stock program spanning fiscal years 2008 and
2009 resulted in awards at target level, therefore, pursuant to Securities
and Exchange Commission rules, we are reporting the number of shares that
could be earned at 125% of target level.
|
40
OUTSTANDING EQUITY AWARDS VESTING
SCHEDULE FOR FISCAL YEAR 2009
|
|
Option Awards
|
|
Stock Awards
|
|
|
Grant Date
|
|
Vesting from Grant
Date
|
|
Grant or
Award Date
|
|
Vesting Schedule
|
Gary C. Butler
|
|
|
7/26/1999
|
|
|
20% vested on 7/26/2001
|
|
|
9/22/2006
|
|
|
33 1/3% vested on 7/1/2007
|
|
|
|
|
|
|
20% vested on 7/26/2002
|
|
|
|
|
|
33 1/3% vested on 7/1/2008
|
|
|
|
|
|
|
40% vested on 7/26/2003
|
|
|
|
|
|
33 1/3% vested on 7/1/2009
|
|
|
|
|
|
|
20% vested on 7/26/2004
|
|
|
9/9/2009
|
|
|
Stock will vest six months after grant date
|
|
|
|
10/18/1999
|
|
|
33% vested on 10/18/2002
|
|
|
9/25/2010
|
|
|
If performance targets are achieved, stock
|
|
|
|
|
|
|
67% vested on 10/18/2003
|
|
|
|
|
|
will be granted on or about 9/25/10 and
|
|
|
|
8/14/2000
|
|
|
20% vested on 8/14/2001
|
|
|
|
|
|
will vest fully six months after grant date
|
|
|
|
|
|
|
20% vested on 8/14/2002
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/14/2003
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/14/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/14/2005
|
|
|
|
|
|
|
|
|
|
8/13/2001
|
|
|
60% vested on 8/13/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/13/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
10% vested on 8/13/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
10% vested on 8/13/2007
|
|
|
|
|
|
|
|
|
|
9/21/2001
|
|
|
100% vested on 9/1/2002
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
20% vested on 7/22/2003
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2007
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
100% vested on 9/1/2003
|
|
|
|
|
|
|
|
|
|
8/12/2002
|
|
|
40% vested on 8/12/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/12/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/12/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/12/2007
|
|
|
|
|
|
|
|
|
|
8/11/2003
|
|
|
20% vested on 8/11/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2009
|
|
|
|
|
|
|
|
|
|
8/11/2003
|
|
|
20% vested on 8/11/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2009
|
|
|
|
|
|
|
|
|
|
8/11/2004
|
|
|
20% vested on 8/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 8/11/2010
|
|
|
|
|
|
|
|
|
|
8/11/2005
|
|
|
20% vested on 8/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 8/11/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 8/11/2011
|
|
|
|
|
|
|
|
|
|
7/1/2006
|
|
|
20% vested on 7/1/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 7/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 7/1/2011
|
|
|
|
|
|
|
41
|
|
Option Awards
|
|
Stock Awards
|
|
|
Grant Date
|
|
Vesting from Grant
Date
|
|
Grant or
Award Date
|
|
Vesting Schedule
|
|
|
|
8/9/2007
|
|
|
20% vested on 8/9/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/9/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 8/9/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 8/9/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 8/9/2012
|
|
|
|
|
|
|
|
|
|
8/14/2008
|
|
|
25% vested on 8/14/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 8/14/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 8/14/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 8/14/2012
|
|
|
|
|
|
|
|
Christopher R. Reidy
|
|
|
10/2/2006
|
|
|
20% vested on 10/2/2008
|
|
|
4/30/2008
|
|
|
50% vests on 4/30/2012
|
|
|
|
|
|
|
20% vests on 10/2/2009
|
|
|
|
|
|
50% vests on 4/30/2013
|
|
|
|
|
|
|
20% vests on 10/2/2010
|
|
|
2/10/2009
|
|
|
20% vests on 2/10/2013
|
|
|
|
|
|
|
20% vests on 10/2/2011
|
|
|
|
|
|
80% vests on 2/10/2014
|
|
|
|
|
|
|
20% vests on 10/2/2012
|
|
|
9/9/2009
|
|
|
Stock will vest six months after grant date
|
|
|
|
1/31/2008
|
|
|
20% vests on 1/31/2010
|
|
|
9/25/2010
|
|
|
If performance targets are achieved, stock
|
|
|
|
|
|
|
20% vests on 1/31/2011
|
|
|
|
|
|
will be granted on or about 9/25/10 and
|
|
|
|
|
|
|
20% vests on 1/31/2012
|
|
|
|
|
|
will vest fully six months after grant date
|
|
|
|
|
|
|
20% vests on 1/31/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/31/2014
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
25% vests on 2/10/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2013
|
|
|
|
|
|
|
|
Regina R. Lee
|
|
|
5/10/2000
|
|
|
20% vested on 5/10/2001
|
|
|
9/22/2006
|
|
|
33 1/3% vested on 7/1/2007
|
|
|
|
|
|
|
20% vested on 05/10/2002
|
|
|
|
|
|
33 1/3% vested on 7/1/2008
|
|
|
|
|
|
|
20% vested on 5/10/2003
|
|
|
|
|
|
33 1/3% vested on 7/1/2009
|
|
|
|
|
|
|
20% vested on 5/10/2004
|
|
|
4/25/2007
|
|
|
50% vests on 1/1/2011
|
|
|
|
|
|
|
20% vested on 5/10/2005
|
|
|
|
|
|
25% vests on 1/1/2012
|
|
|
|
5/15/2001
|
|
|
20% vested on 5/15/2002
|
|
|
|
|
|
25% vests on 1/1/2013
|
|
|
|
|
|
|
20% vested on 5/15/2003
|
|
|
4/30/2008
|
|
|
50% vests on 4/30/2012
|
|
|
|
|
|
|
20% vested on 5/15/2004
|
|
|
|
|
|
50% vests on 4/30/2013
|
|
|
|
|
|
|
20% vested on 5/15/2005
|
|
|
2/10/2009
|
|
|
100% vests on 2/10/2014
|
|
|
|
|
|
|
20% vested on 5/15/2006
|
|
|
9/9/2009
|
|
|
Stock will vest six months after grant date
|
|
|
|
9/21/2001
|
|
|
100% vested on 9/1/2002
|
|
|
9/25/2010
|
|
|
If performance targets are achieved, stock
|
|
|
|
5/6/2002
|
|
|
20% vested on 5/6/2003
|
|
|
|
|
|
will be granted on or about 9/25/10 and
|
|
|
|
|
|
|
20% vested on 5/6/2004
|
|
|
|
|
|
will vest fully six months after grant date
|
|
|
|
|
|
|
20% vested on 5/6/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/6/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/6/2007
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
20% vested on 7/22/2003
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2007
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
100% vested on 9/1/2003
|
|
|
|
|
|
|
|
|
|
5/13/2003
|
|
|
20% vested on 5/13/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2008
|
|
|
|
|
|
|
42
|
|
Option Awards
|
|
Stock Awards
|
|
|
Grant Date
|
|
Vesting from Grant
Date
|
|
Grant or
Award Date
|
|
Vesting Schedule
|
|
|
|
11/11/2003
|
|
|
20% vested on 11/11/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 11/11/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 11/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 11/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 11/11/2008
|
|
|
|
|
|
|
|
|
|
5/11/2004
|
|
|
20% vested on 5/11/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2009
|
|
|
|
|
|
|
|
|
|
1/27/2005
|
|
|
20% vested on 1/27/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 1/27/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 1/27/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2011
|
|
|
|
|
|
|
|
|
|
1/27/2006
|
|
|
20% vested on 1/27/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 1/27/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2012
|
|
|
|
|
|
|
|
|
|
1/26/2007
|
|
|
20% vested on 1/26/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/26/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/26/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/26/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/26/2013
|
|
|
|
|
|
|
|
|
|
4/25/2007
|
|
|
20% vests on 4/25/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
40% vests on 4/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
40% vests on 4/25/2013
|
|
|
|
|
|
|
|
|
|
1/31/2008
|
|
|
20% vests on 1/31/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/31/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/31/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/31/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/31/2014
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
25 % vests on 2/10/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2013
|
|
|
|
|
|
|
|
Benito Cachinero
|
|
|
4/25/2007
|
|
|
20% vested on 4/25/2009
|
|
|
4/25/2007
|
|
|
50% vested on 1/1/2009
|
|
|
|
|
|
|
20% vests on 4/25/2010
|
|
|
|
|
|
50% vests on 1/1/2010
|
|
|
|
|
|
|
20% vests on 4/25/2011
|
|
|
4/30/2008
|
|
|
50% vests on 4/30/2012
|
|
|
|
|
|
|
20% vests on 4/25/2012
|
|
|
|
|
|
50% vests on 4/30/2013
|
|
|
|
|
|
|
20% vests on 4/25/2013
|
|
|
2/10/2009
|
|
|
20% vests on 2/10/2013
|
|
|
|
1/31/2008
|
|
|
20% vests on 1/31/2010
|
|
|
|
|
|
80% vests on 2/10/2014
|
|
|
|
|
|
|
20% vests on 1/31/2011
|
|
|
9/9/2009
|
|
|
Stock will vest six months after grant date
|
|
|
|
|
|
|
20% vests on 1/31/2012
|
|
|
9/25/2010
|
|
|
If performance targets are achieved, stock
|
|
|
|
|
|
|
20% vests on 1/31/2013
|
|
|
|
|
|
will be granted on or about 9/25/10 and
|
|
|
|
|
|
|
20% vests on 1/31/2014
|
|
|
|
|
|
will vest fully six months after grant date
|
|
|
|
2/10/2009
|
|
|
25% vests on 2/10/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2013
|
|
|
|
|
|
|
43
|
|
Option Awards
|
|
Stock Awards
|
|
|
Grant Date
|
|
Vesting from Grant
Date
|
|
Grant or
Award Date
|
|
Vesting Schedule
|
Carlos Rodriguez
|
|
|
5/10/2000
|
|
|
20% vested on 5/10/2001
|
|
|
9/22/2006
|
|
|
33 1/3% vested on 7/1/2007
|
|
|
|
|
|
|
20% vested on 5/10/2002
|
|
|
|
|
|
33 1/3% vested on 7/1/2008
|
|
|
|
|
|
|
20% vested on 5/10/2003
|
|
|
|
|
|
33 1/3% vested on 7/1/2009
|
|
|
|
|
|
|
20% vested on 5/10/2004
|
|
|
4/25/2007
|
|
|
50% vests on 1/1/2011
|
|
|
|
|
|
|
20% vested on 5/10/2005
|
|
|
|
|
|
25% vests on 1/1/2012
|
|
|
|
5/15/2001
|
|
|
20% vested on 5/15/2002
|
|
|
|
|
|
25% vests on 1/1/2013
|
|
|
|
|
|
|
20% vested on 5/15/2003
|
|
|
4/30/2008
|
|
|
50% vests on 4/30/2012
|
|
|
|
|
|
|
20% vested on 5/15/2004
|
|
|
|
|
|
50% vests on 4/30/2013
|
|
|
|
|
|
|
20% vested on 5/15/2005
|
|
|
2/10/2009
|
|
|
100% vests on 2/10/2014
|
|
|
|
|
|
|
20% vested on 5/15/2006
|
|
|
9/9/2009
|
|
|
Stock will vest six months after grant date.
|
|
|
|
9/21/2001
|
|
|
100% vested 9/1/2002
|
|
|
9/25/2010
|
|
|
If performance targets are achieved, stock
|
|
|
|
5/6/2002
|
|
|
20% vested on 5/6/2003
|
|
|
|
|
|
will be granted on or about 9/25/10 and
|
|
|
|
|
|
|
20% vested on 5/6/2004
|
|
|
|
|
|
will vest fully six months after grant date.
|
|
|
|
|
|
|
20% vested on 5/6/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/6/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/6/2007
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
20% vested on 7/22/2003
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2007
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
100% vested on 9/1/2003
|
|
|
|
|
|
|
|
|
|
5/13/2003
|
|
|
20% vested on 5/13/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2009
|
|
|
|
|
|
|
|
|
|
8/11/2003
|
|
|
20% vested on 8/11/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2008
|
|
|
|
|
|
|
|
|
|
5/11/2004
|
|
|
20% vested on 5/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 5/11/2010
|
|
|
|
|
|
|
|
|
|
1/27/2005
|
|
|
20% vested on 1/27/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 1/27/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 1/27/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2011
|
|
|
|
|
|
|
|
|
|
1/27/2006
|
|
|
20% vested on 1/27/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 1/27/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/27/2012
|
|
|
|
|
|
|
|
|
|
1/26/2007
|
|
|
20% vested on 1/26/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/26/2010
|
|
|
|
|
|
|
44
|
|
Option Awards
|
|
Stock Awards
|
|
|
Grant Date
|
|
Vesting from Grant
Date
|
|
Grant or
Award Date
|
|
Vesting Schedule
|
|
|
|
|
|
|
20% vests on 1/26/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/26/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/26/2013
|
|
|
|
|
|
|
|
|
|
4/25/2007
|
|
|
20% vests on 4/25/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
40% vests on 4/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
40% vests on 4/25/2013
|
|
|
|
|
|
|
|
|
|
1/31/2008
|
|
|
20% vests on 1/31/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/31/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/31/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/31/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 1/31/2014
|
|
|
|
|
|
|
|
|
|
2/10/2009
|
|
|
25% vests on 2/10/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
25% vests on 2/10/2013
|
|
|
|
|
|
|
|
S. Michael Martone
|
|
|
5/15/2000
|
|
|
40% vested on 5/15/2004
|
|
|
9/22/2006
|
|
|
33 1/3% vested on 7/1/2007
|
|
|
|
|
|
|
40% vested on 5/15/2005
|
|
|
|
|
|
33 1/3% vested on 7/1/2008
|
|
|
|
|
|
|
20% vested on 5/15/2006
|
|
|
|
|
|
33 1/3% vested on 7/1/2009
|
|
|
|
5/15/2001
|
|
|
45% vested on 5/15/2005
|
|
|
9/9/2009
|
|
|
Stock will vest six months after grant date
|
|
|
|
|
|
|
33% vested on 5/15/2006
|
|
|
9/25/2010
|
|
|
If performance targets are achieved, stock
|
|
|
|
|
|
|
22% vested on 5/15/2007
|
|
|
|
|
|
will be granted on or about 9/25/10 and
|
|
|
|
9/21/2001
|
|
|
100% vested on 9/1/2002
|
|
|
|
|
|
will vest fully six months after grant date
|
|
|
|
5/14/2002
|
|
|
40% vested on 5/14/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/14/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/14/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/14/2008
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
20% vested on 7/22/2003
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 7/22/2007
|
|
|
|
|
|
|
|
|
|
7/22/2002
|
|
|
100% vested on 9/1/2003
|
|
|
|
|
|
|
|
|
|
5/13/2003
|
|
|
20% vested on 5/13/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/13/2009
|
|
|
|
|
|
|
|
|
|
8/11/2003
|
|
|
20% vested on 8/11/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2008
|
|
|
|
|
|
|
|
|
|
5/11/2004
|
|
|
20% vested on 5/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 5/11/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 12/31/2009
|
|
|
|
|
|
|
|
|
|
8/11/2004
|
|
|
20% vested on 8/11/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vested on 8/11/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
20% vests on 12/31/2009
|
|
|
|
|
|
|
45
|
|
Option Awards
|
|
Stock Awards
|
|
|
Grant Date
|
|
Vesting from Grant
Date
|
|
Grant or
Award Date
|
|
Vesting Schedule
|
|
|
|
1/27/2006
|
|
|
20%
vested on 1/27/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
20%
vested on 1/27/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
60%
vests on 12/31/2009
|
|
|
|
|
|
|
|
|
|
1/26/2007
|
|
|
20%
vested on 1/26/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
80%
vests on 12/31/2009
|
|
|
|
|
|
|
|
|
|
8/9/2007
|
|
|
20%
vested on 8/9/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
80%
vests on 12/31/2009
|
|
|
|
|
|
|
|
|
|
8/14/2008
|
|
|
25%
vested on 8/14/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
75%
vests on 12/31/2009
|
|
|
|
|
|
|
46
OPTION EXERCISES AND STOCK VESTED
TABLE FOR FISCAL YEAR 2009
|
|
Option
Awards
|
|
Stock Awards
|
|
|
Number
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
of Shares
|
|
Value
|
|
of Shares
|
|
Value
|
|
|
Acquired on
|
|
Realized on
|
|
Acquired on
|
|
Realized
on
|
Name
|
|
|
Exercise (#)
|
|
Exercise ($)
|
|
Vesting
(#)
|
|
Vesting ($)
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
Gary
C. Butler(1)
|
|
|
0
|
|
|
|
$
|
0
|
|
|
|
54,317
|
|
|
$
|
1,955,851
|
Christopher R. Reidy(2)
|
|
|
0
|
|
|
|
$
|
0
|
|
|
|
17,833
|
|
|
$
|
617,200
|
Regina R. Lee(3)
|
|
|
0
|
|
|
|
$
|
0
|
|
|
|
16,059
|
|
|
$
|
592,864
|
Benito Cachinero(4)
|
|
|
0
|
|
|
|
$
|
0
|
|
|
|
16,581
|
|
|
$
|
641,653
|
Carlos Rodriguez(5)
|
|
|
5,487
|
|
|
|
$
|
22,771
|
|
|
|
11,890
|
|
|
$
|
418,198
|
S.
Michael Martone(6)
|
|
|
0
|
|
|
|
$
|
0
|
|
|
|
37,046
|
|
|
$
|
1,302,210
|
____________________
(1)
|
|
10,417 shares vested with a
market price of $41.90 on July 1, 2008 and 43,900 shares vested with a
market price of $34.61 on March 10, 2009.
|
|
|
|
(2)
|
|
17,833 shares vested with a
market price of $34.61 on March 10, 2009.
|
|
(3)
|
|
5,084 shares vested with a market
price of $41.90 on July 1, 2008 and 10,975 shares vested with a market
price of $34.61 on March 10, 2009.
|
|
(4)
|
|
6,581 shares vested with a market
price of $44.91 on January 1, 2009 and 10,000 shares vested with a market
price of $34.61 on March 10, 2009.
|
|
(5)
|
|
Exercised options to purchase
5,487 shares on August 5, 2008 with an exercise price of $39.89 and a
market price of $44.04. 917 shares vested with a market price of $41.90 on
July 1, 2008 and 10,973 shares vested with a market price of $34.61 on
March 10, 2009.
|
|
(6)
|
|
2,750 shares vested with a market
price of $41.90 on July 1, 2008 and 34,296 shares vested with a market
price of $34.61 on March 10, 2009.
|
47
PENSION BENEFITS FOR FISCAL YEAR
2009
|
|
|
|
Number of
|
|
Present Value
|
|
Payments
|
|
|
|
|
Years Credited
|
|
of Accumulated
|
|
During Last
|
Name
|
|
|
Plan Name
|
|
Service(1)
|
|
Benefit(2)(3)(4)
|
|
Fiscal Year
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
Gary
C. Butler
|
|
Automatic Data Processing, Inc.
|
|
|
33.50
|
|
|
|
$
|
2,027,981
|
|
|
|
$
|
0
|
|
|
|
Pension Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Officers
|
|
|
16.67
|
|
|
|
$
|
6,230,008
|
|
|
|
$
|
0
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher R. Reidy
|
|
Automatic Data Processing,
Inc.
|
|
|
1.50
|
|
|
|
$
|
9,203
|
|
|
|
$
|
0
|
|
|
|
Pension Retirement
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Officers
|
|
|
2.00
|
|
|
|
$
|
279,390
|
|
|
|
$
|
0
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regina R. Lee
|
|
Automatic Data Processing, Inc.
|
|
|
26.50
|
|
|
|
$
|
177,826
|
|
|
|
$
|
0
|
|
|
|
Pension Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Officers
|
|
|
4.00
|
|
|
|
$
|
297,496
|
|
|
|
$
|
0
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benito Cachinero
|
|
Automatic Data Processing,
Inc.
|
|
|
1.50
|
|
|
|
$
|
8,521
|
|
|
|
$
|
0
|
|
|
|
Pension Retirement
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Officers
|
|
|
1.00
|
|
|
|
$
|
115,503
|
|
|
|
$
|
0
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlos Rodriguez
|
|
Automatic Data Processing, Inc.
|
|
|
8.50
|
|
|
|
$
|
47,655
|
|
|
|
$
|
0
|
|
|
|
Pension Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Officers
|
|
|
5.00
|
|
|
|
$
|
152,259
|
|
|
|
$
|
0
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S.
Michael Martone
|
|
Automatic Data Processing,
Inc.
|
|
|
21.50
|
|
|
|
$
|
1,741,946
|
|
|
|
$
|
261,797
|
|
|
|
Pension Retirement
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Officers
|
|
|
14.00
|
|
|
|
$
|
2,142,741
|
|
|
|
$
|
0
|
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
(1)
|
|
Consists of the number of years
of service credited as of June 30, 2009 for the purpose of determining
benefit service under the applicable pension plan. Credited service is
defined in the Supplemental Officers Retirement Plan as full calendar
years of continuous employment with the company after plan participation
has begun and only includes the period of employment during which the
executive is accruing a benefit under the Supplemental Officers Retirement
Plan. Executives must be selected for participation in the Supplemental
Officers Retirement Plan. Credited service is defined in the Pension
Retirement Plan as elapsed time of employment with the company.
|
|
|
|
(2)
|
|
The Pension Retirement Plan and
the Supplemental Officers Retirement Plan provide benefits in the form of
a lump sum and/or an annuity. We calculated a present value of the
executives benefit using an interest crediting rate, a discount rate and
a mortality assumption. We calculated the actuarial present values of
accumulated benefits as of June 30, 2009 under the Pension Retirement Plan
and Supplemental Officers Retirement Plan using the RP-2000 white collar
mortality table (projected to 2009) and a 6.8% discount rate. For the
Pension Retirement Plan only, we also used a 4.25% interest crediting
rate.
|
|
(3)
|
|
Cash balances under the Pension
Retirement Plan are included in the present values shown for the Pension
Retirement Plan in column (d) and, at June 30, 2009, are as follows: Mr.
Butler, $330,295; Mr. Reidy, $12,427; Ms. Lee, $228,935; Mr. Cachinero,
$11,871; and Mr. Rodriguez, $77,438.
|
|
(4)
|
|
The present values of accumulated
benefits for the Pension Retirement Plan and Supplemental Officers
Retirement Plan were determined as of the normal retirement age,
i.e.
,
65.
|
48
Automatic Data Processing, Inc.
Pension Retirement Plan
The
Pension Retirement Plan is a tax-qualified defined benefit plan covering
substantially all U.S. employees of the company. Under the Pension Retirement
Plan, the company credits participants notional accounts with annual
contributions, which are determined based upon base salary and years of service.
The contributions range from 2.1% to 10% of base salary and the accounts earn
interest based upon the ten-year U.S. Treasury constant maturity rates.
Compensation used to determine the benefits in any given year is limited to
calendar year base salary up to the Internal Revenue Service compensation limit
in effect for the plan year. A participant must have three years of service to
receive any benefit.
Supplemental Officers
Retirement Plan
The
company sponsors a Supplemental Officers Retirement Plan, which is a
non-qualified defined benefit plan that pays a lump sum and/or an annuity upon
retirement. Eligible participants include the named executive officers and other
officers of the company with titles of corporate vice president and above.
On
August 14, 2008 our board approved amendments to the Supplemental Officers
Retirement Plan. These amendments include changes to the Supplemental Officers
Retirement Plan benefits formula and the early retirement factors, in each case,
used for any active employee not already earning a benefit by January 1, 2008 or
any participant who had not attained age 50 by January 1, 2009 (we refer to such
participants as non-grandfathered participants, and to all other participants
as grandfathered participants), as well as changes relating to the forms of
benefit available for all current and future participants. All participants must
have at least five years of service to receive any benefit under the
Supplemental Officers Retirement Plan. After ten years of service, a participant
will qualify for the full annual benefit (we refer to the percentage of the
benefit that has been earned by a participant based on the number of calendar
years of continuous plan participation as the vested percentage).
Supplemental Officers Retirement Plan benefits begin on the earliest of
(i) the later of attainment of age 60 and the first day of the seventh month
following separation from service, (ii) disability or (iii) death. Participants
can receive their benefits in the form of a single life annuity, a 25%, 50%, 75%
or 100% joint and survivor annuity with a beneficiary, or a ten year certain and
life annuity. Subject to rules required under Section 409A of the Internal
Revenue Code, participants may generally also elect to have either 25% or 50% of
their benefits paid in a single lump sum. A participant who terminates
employment by reason of disability is eligible to receive an unreduced benefit
payable as of the participants termination. Upon the death of a participant,
the participants surviving spouse or other designated beneficiary is eligible
to receive a 50% survivor benefit, payable as a life annuity, or if elected, a
guaranteed payment for 120 months only. A Supplemental Officers Retirement Plan
participant whose employment is involuntarily terminated is eligible to receive
service credit for the full year in the year in which the employment terminates.
Under certain circumstances, annual benefits are subject to reduction for
payments from social security, the Pension Retirement Plan and the Retirement
and Savings plan, and any retirement benefits from a former or subsequent
employer of the participant.
For
grandfathered participants, the amount of the annual benefit is determined by
taking the average annual compensation of a participant for the five full
consecutive calendar years during which he or she received the highest amount of
compensation (we refer to such average annual compensation as final average
annual pay), and then multiplying that amount by a factor of 1.5%, the number
of years of service and his or her vested percentage. The maximum annual plan
benefit which may be paid to grandfathered participants will be limited to 25%
of a participants final average annual pay (which we express as a maximum
service period of 16.67 years). For grandfathered participants, compensation
covered under the Supplemental Officers Retirement Plan includes base salary and
bonus amounts (paid or deferred) and compensation from restricted stock vesting
during the fiscal year. A grandfathered participant whose benefit payments begin
before the first day of the month on or after the participants
65
th
birthday will receive payments which are reduced at a rate of 5/12 of 1%
per month for each full month by which the participants benefit commencement
precedes the participants 65
th
birthday.
For
non-grandfathered participants the amount of the annual benefit is determined by
taking such participants final average annual pay, and then multiplying that
amount by a factor of 2%, the number of years of service (up to 20 years), and
his or her vested percentage. For non-grandfathered participants with more than
20 years of service only, added to that first amount will be an amount equal to
such participants final average annual pay, multiplied by 1%, up to five
additional years of service, and his or her vested percentage. Final average
annual pay for non-grandfathered participants will be based on salary, bonuses,
and incentive payment awards, excluding restricted stock and other stock-based
awards. The maximum annual plan benefit which may be paid to non-grandfathered
participants will be limited to 45% of a participants final average annual pay.
A non-grandfathered participant whose benefit payments begin before the first
day of the month on
49
or after the participants
65
th
birthday will receive payments which are reduced at a rate of 4/12 of 1% per
month for each month (up to 36 months) by which the participants benefit
commencement precedes the participants 65
th
birthday, and, if applicable,
further reduced at a rate of 5/12 of 1% for each month by which the benefit
commencement precedes the participants 62
nd
birthday. Non-grandfathered
participants cannot receive a benefit less than the benefit they had accrued on
December 31, 2008 under the formula applicable to grandfathered
participants.
If any
participant within 24 months after his or her employment terminates violates the
non-competition provisions of any agreement such participant has entered into
with the company, such participant will forfeit all of his or her benefits under
the Supplemental Officers Retirement Plan.
NONQUALIFIED DEFERRED COMPENSATION
FOR FISCAL YEAR 2009
Name
|
|
|
Executive
Contributions
in
2009(1) ($)
|
|
Aggregate
Earnings in
2009(2) ($)
|
|
Aggregate
Balance at
June 30,
2009(3)
|
(a)
|
|
|
(b)
|
|
(d)
|
|
(f)
|
Gary C. Butler
|
|
|
$
|
2,025,000
|
|
|
|
$
|
169,656
|
|
|
|
$
|
4,643,606
|
|
Christopher R. Reidy
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
Regina R. Lee
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
Benito
Cachinero
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
Carlos Rodriguez
|
|
|
$
|
0
|
|
|
|
$
|
-48,034
|
|
|
|
$
|
317,609
|
|
S.
Michael Martone
|
|
|
$
|
0
|
|
|
|
$
|
-107,380
|
|
|
|
$
|
473,648
|
|
____________________
(1)
|
The amount listed in column (b)
reflects the annual bonus for fiscal year 2008 that was payable in fiscal
year 2009, but which was deferred by Mr. Butler; this amount was reported
as compensation in the Summary Compensation Table for fiscal year 2008. In
addition, the annual bonus earned for fiscal year 2009 by Mr. Butler
($1,295,000) that was paid in fiscal year 2010 was also deferred by Mr.
Butler; this amount was reported as compensation in the Summary
Compensation Table for fiscal year 2009. As the amount in respect of
fiscal year 2009 bonus was not deferred until after fiscal year 2009, such
amount is not included in columns (b) and (f).
|
|
(2)
|
The earnings amounts are not
reported as compensation for fiscal year 2009 in the Summary Compensation
Table.
|
|
(3)
|
The following amounts were
reported as compensation in the Summary Compensation Table for previous
years: Mr. Butler, $4,355,000; and Mr. Martone,
$117,058.
|
Deferred Compensation
Program
Under the
ADP Executive Deferred Compensation Program, all key executives of the company
(including the named executive officers) can defer up to 100% of their annual
bonuses into a deferred compensation account. Officers must make annual
elections to defer in the first quarter of the fiscal year in which the bonus is
earned. They can choose two investment options for their deferrals: a fixed
income fund or a fund designed to track the performance of the Standard &
Poors index of 500 leading U.S. companies. The fixed fund rate is adjusted each
fiscal year. For fiscal year 2009, the fixed fund rate was 4.00%, or 115% of the
applicable federal long-term rate. The company does not match deferrals by its
named executive officers or otherwise contribute any amounts to the named
executive officers deferred compensation accounts.
All
deferrals made beginning with fiscal year 2005 are administered in compliance
with Section 409A of the Internal Revenue Code. Fund allocations are chosen at
the same time the deferral is elected. The program does not allow such
allocations to change once the deferral is made to the account. Each participant
has the option of making a one-time change affecting when their distributions
from the account can occur. The change, which is required to be made twelve
months before the first distribution date, and can only be used to delay the
timing and change the number of installment payments received. However, in
accordance with Section 409A, any changed distribution cannot be earlier than
five years after the previously scheduled distribution date, with the exception
of payments made by the reason of death or permanent disability.
The
program requires that on termination of employment, other than due to
retirement, death or disability, deferred funds will be distributed to
participants in a lump sum payment. This overrides all previously elected
distribution schedules. Those funds and the earnings on deferrals made for
fiscal year 2005 and later may be distributed to an executive after termination
of employment only after a six-month delay. Distributions are subject to
federal, state and local income taxes on both the principal amount and
investment earnings at the ordinary income rate in the year in which such
payments are made.
50
POTENTIAL PAYMENTS TO NAMED EXECUTIVE
OFFICERS UPON TERMINATION
OR CHANGE IN CONTROL
Change in Control Severance Plan for
Corporate Officers
We have
in effect the Automatic Data Processing, Inc. Change in Control Severance Plan
for Corporate Officers. The change in control plan provides for the payment of
specified benefits to officers selected by the board of directors if their
employment terminates after a change in control of the company. All named
executive officers of the company, other than Mr. Martone, participate in the
change in control plan. As of June 30, 2009, there were 27 participants in the
change in control plan.
The change in control plan provides
that:
-
participants who are terminated without cause or
who leave for good reason during the two-year period following
the occurrence of a change in control will receive a lump
sum payment equal to 150% of such participants current
total annual compensation;
-
participants who are terminated without cause or
who leave for good reason during the third year following the
occurrence of a change in control will receive a payment
equal to 100% of such participants current total annual
compensation;
-
options to purchase common stock held by
participants who are terminated without cause or who leave for good
reason during the two-year period following the
occurrence of a change in control will become fully vested and
exercisable;
-
options to purchase common stock held by
participants who are terminated without cause or who leave for
good reason during the third year following the occurrence
of a change in control will become fully vested and
exercisable to the extent that such options would have otherwise vested
within one year after being terminated
without
cause or leaving for good reason;
-
restricted shares issued under the time-based
restricted stock program and held by participants who are terminated
without cause or who leave for good reason during the
two-year period following the occurrence of a change in
control will become fully vested as to those restricted
shares for which vesting restrictions would otherwise have
lapsed within two years after being terminated without cause
or leaving for good reason;
-
restricted shares issued under the time-based
restricted stock program and held by participants who are terminated
without cause or who leave for good reason during the
third year following the occurrence of a change in control
will become fully vested to the extent that vesting
restrictions would have lapsed within one year after being
terminated without cause or leaving for good reason;
and
-
since under the two-year performance-based
restricted stock program restricted shares are not issued until after
the end of the applicable two-year performance
periods, the company will issue to a participant on the date such
participant is terminated without cause or leaves for good
reason the number of restricted shares a participant
would have been entitled to receive had the performance goals been
achieved at the 100% target rate in the then
ongoing two-year performance-based restricted stock
programs.
A
participants current total annual compensation equals his or her highest rate
of annual salary during the calendar year in which his or her employment
terminates or the year immediately prior to the year of such termination, plus
his or her average annual bonus compensation earned in respect of the two most
recent calendar years immediately preceding the calendar year in which his or
her employment terminates.
The
change in control payments due to Messrs. Reidy, Cachinero, Rodriguez and Ms.
Lee are payable solely pursuant to the terms of the change in control plan.
However, Mr. Butler is entitled to receive, on an item-by-item basis, the
greater of the benefits and payments and more favorable conditions provided
under the change in control plan and/or his employment agreement entered into on
June 28, 2006.
51
A change in control will have
occurred if:
-
any person (as defined in Section 3(a)(9) of the
Exchange Act), excluding the company, any subsidiary of the
company, or any employee benefit plan sponsored or
maintained by the company (including any trustee of any
such plan acting in its capacity as trustee), becomes the
beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of securities of the company representing 35% or more of
the total combined voting power of the
companys then outstanding securities;
-
there occurs a merger, consolidation or other
business combination of the company (a transaction), other
than a transaction immediately following which the
stockholders of the company immediately prior to the
transaction continue to be the beneficial owners of securities of the
resulting entity representing more than 65%
of
the voting power in the resulting entity, in substantially the same
proportions as their ownership of company
voting securities immediately prior to the transaction;
or
-
there occurs the sale of all or substantially all
of the companys assets, other than a sale immediately following
which the stockholders of the company immediately prior to
the sale are the beneficial owners of securities of the
purchasing entity representing more than 65% of the voting
power in the purchasing entity, in substantially the
same proportions as their ownership of company voting securities
immediately prior to the transaction.
If
instructed by a participant, the company will reduce payments under the change
in control plan to avoid the application of excise taxes pursuant to Section
4999 of the Internal Revenue Code.
Employment Agreement with Mr.
Butler
Mr.
Butler entered into an employment agreement with the company on June 28, 2006.
The employment agreement provides that the companys obligation to make payments
to Mr. Butler will cease on the date he is terminated for cause,
i.e.
, if he has:
-
been convicted of a felony and such conviction has
been upheld by a final ruling of court of law;
-
failed or refused to perform his obligations as
chief executive officer;
-
committed any act of negligence in the performance
of his duties under the employment agreement and failed to
take appropriate corrective action (if such corrective
action can be taken); or
-
committed any act of willful misconduct.
If the
company terminates Mr. Butlers employment for any reason other than (i) for
cause, as discussed above, (ii) for death or permanent or serious disability,
either physical or mental, (iii) on account of a change in control or (iv)
because the compensation committee either deems it to be in the companys best
interests for Mr. Butler to retire before his 65
th
birthday (or if Mr. Butler elects
to retire after his 65
th
birthday) or confers on any other person any authority,
duties, responsibilities or powers superior or equal to the authority, duties,
responsibilities or powers that Mr. Butler has as the companys chief executive
officer on August 31, 2006, Mr. Butler will, for 24 months after such
termination date:
-
receive his annual base salary;
-
have his stock options continue to
vest;
-
have the restrictions on his restricted stock
continue to lapse (without regard to any performance goals);
and
-
continue to participate in each of the then
ongoing performance-based restricted stock programs in the same
manner as would have been the case had he continued to be an
employee of the company and, if the performance
goals established by the compensation committee under the applicable
programs have been met, Mr. Butler will
receive
the number of shares of restricted stock or cash, as the case may be, that he
would have been entitled to
receive had he
continued to be an employee of the company.
52
If Mr.
Butler dies or becomes permanently and seriously disabled, either physically or
mentally, so that he is absent from his office due to such disability and
otherwise unable substantially to perform his services under the employment
agreement, the company may terminate his employment. Under such circumstances,
the company will continue to pay Mr. Butlers full compensation up to and
including the effective date of his termination for death or disability. For 36
months after such termination date, he will:
-
receive his annual base salary;
-
receive his restricted stock and unvested stock
options, all of which will automatically vest on the date of his death
or termination for disability; and
-
continue to participate in each of the then
ongoing performance-based restricted stock programs in the same
manner as would have been the case had he continued to be an
employee of the company and, if the performance
goals established by the compensation committee under the applicable
programs have been met, he is to receive
the
number of shares of restricted stock or cash, as the case may be, that he
would have been entitled to receive
had he
continued to be an employee of the company.
If Mr.
Butler elects to voluntarily leave in the absence of a change in control (other
than where the compensation committee determines that it is in the companys
best interests for Mr. Butler to retire before his 65
th
birthday or confers on
any other person any authority, duties, responsibilities or powers superior or
equal to the authority, duties, responsibilities or powers that Mr. Butler had
as chief executive officer of the company on August 31, 2006, or if Mr. Butler
elects to retire after his 65
th
birthday), the companys obligation to make
any payment to Mr. Butler will cease on the date his employment ends.
If Mr.
Butlers employment is terminated other than for cause, or he resigns for good
reason, within 24 months following a change in control of the
company:
-
he will receive a lump sum termination payment
equal to a percentage, ranging from 300% if such termination
occurs within two years after such change in control, to
200% if it occurs in the third year, to 100% if it occurs
after the third year, of his current total annual
compensation;
-
all of his stock options will become fully vested
and all of his restricted stock having restrictions lapsing within
three years after such termination will have such
restrictions automatically removed (without regard to any
performance goals); and
-
the number of shares of restricted stock Mr.
Butler would have been entitled to receive had the performance goals
been achieved at the 100% target rate in each of the
then ongoing performance-based restricted stock programs
is to be immediately and automatically issued to him and all
restrictions thereon removed.
For
purposes of the employment agreement, good reason means any action which results
in a diminution in any respect in Mr. Butlers current position, authority,
duties or responsibilities as the companys chief executive officer, or a
reduction in the overall level of his compensation or benefits.
Mr.
Butlers employment agreement provides that in the event any payment to him
following a change in control results in the imposition of an excise tax under
Section 4999 of the Internal Revenue Code, he will receive an additional payment
such that after the payment of all such excise taxes and any taxes on the
additional payments, he will be in the same after-tax position as if no excise
tax had been imposed.
If the
compensation committee deems it to be in the companys best interests that Mr.
Butler retires prior to reaching his 65
th
birthday or if he decides to
retire at any time after his 65
th
birthday, then:
-
on the date of his retirement, all of Mr. Butlers
restricted stock then owned by him will continue to be owned by
him and the restrictions thereon will continue to lapse in
the same manner as would have been the case had he
continued to be an employee of the company;
-
Mr. Butler will continue to participate in each of
the then ongoing performance-based restricted stock programs
in the same manner as would have been the case had he
continued to be an employee the company, and he will
receive the number of shares of restricted stock he would have been
entitled to receive had he continued to be an
employee of the company, the restrictions on which will continue to
lapse in the same manner as would have been
the
case had he continued to be an employee the company; and
-
all of Mr. Butlers outstanding unvested stock
options will vest on his retirement date.
53
If our
board of directors confers on any other person (including any other director,
officer or associate of the company) any authority, duties, responsibilities or
powers superior or equal to the authority, duties, responsibilities or powers
Mr. Butler had as our chief executive officer on August 31, 2006, Mr. Butler may
deem such action to constitute a request that he immediately retire in the best
interests of the company, in which case the arrangements set forth in the
foregoing paragraph will apply.
If Mr.
Butlers employment terminates other than for cause, then, for purposes of the
Supplemental Officers Retirement Plan, his final average annual pay will be
deemed to include the applicable compensation attributable to the periods
covered by the termination payments made to Mr. Butler under his employment
agreement. If the compensation committee deems it to be in the companys best
interests that Mr. Butler retire prior to his 65
th
birthday, any early retirement
benefit payable under the Supplemental Officers Retirement Plan will not be
actuarially reduced to reflect the payment of benefits before his normal
retirement date.
Employment Agreement with Mr.
Reidy
Mr. Reidy
entered into an employment agreement with the company on August 1, 2006. The
agreement provides that if Mr. Reidy is non-voluntarily terminated from the
company within the first three years of his employment, he will receive two
years of base salary, bonus and restricted stock. After the third year of his
employment, Mr. Reidy will be entitled to separation pay equal to one year of
base salary, bonus and restricted stock.
Employment Agreement with Mr.
Cachinero
Mr.
Cachinero entered into an employment agreement with the company on March 23,
2007. The employment agreement provides that the companys obligation to make
payments to Mr. Cachinero will cease on the date he is terminated for cause,
i.e.
, if he
has:
-
been convicted or pleaded nolo contondere to a
criminal act for which the punishment may be death or imprisonment
for more than one year;
-
willfully or recklessly failed or refused to
perform his material obligations as corporate vice president of human
resources and such failure or refusal continued during
the 30-day period following his receipt of a written notice
of his failure or refusal;
-
committed any act or omission of gross negligence
in the performance of his material duties under the employment
agreement and failed to take appropriate corrective action
during the 30-day period following his receipt of a
written notice of such act or omission;
-
committed any act of willful or reckless
misconduct; or
-
violated the companys Code of Business Conduct
and Ethics.
On a
termination for cause, Mr. Cachinero will be eligible to receive all vested or
accrued wages, vacation, sick pay, expense reimbursement, bonuses and
dividends.
If Mr. Cachinero dies while he is
actively employed by the company:
-
the company will pay to Mr. Cachineros estate all
vested or accrued wages, vacation, sick pay, expense
reimbursement, bonuses and dividends;
-
any restrictions on Mr. Cachineros time-based
restricted stock will lapse;
-
Mr. Cachineros estate will have one year to
exercise his stock options that had been vested at the time of his
death; and
-
depending on Mr. Cachineros age and length of
service to the company at the time of death, his spouse and
dependants may be eligible to participate in the companys
Executive Retiree Medical Plan.
If the
company terminates Mr. Cachineros employment for any reason except for cause
before his 55
th
birthday or if Mr. Cachinero dies before his 55
th
birthday while
actively employed, the company will pay a pension benefit above and beyond the
benefit otherwise accrued under the Supplemental Officers Retirement Plan. The
amount of any such additional benefit will be determined in accordance with a
schedule in Mr. Cachineros employment agreement.
54
If before
April 4, 2010 (i) the company terminates Mr. Cachineros employment for reasons
other than for cause or (ii) Mr. Cachinero resigns his employment in response to
a change in control (defined as the sale or transfer of all or substantially all
of the assets of the company to any other person, corporation, firm or entity,
or the merger or consolidation of the company with any other corporation or
entity) or a material change in his job duties or responsibilities (including
but not limited to a negative change in his executive grade level or a change in
his reporting relationship to the companys chief executive officer), Mr.
Cachinero will receive an amount totaling two times his annual base salary and
target bonus, and he will receive the cash value of performance-based shares of
company common stock that otherwise would have been earned during his
twelve-month severance period. Any remaining restrictions on the time-based
restricted stock granted to Mr. Cachinero under his employment agreement will
lapse.
If on or after April 4, 2010 the
company terminates Mr. Cachineros employment for any reason other than for
cause or Mr. Cachinero resigns his employment in response to a material change
in his job duties or responsibilities (including but not limited to a change in
control, a negative change in his executive grade level or a change in his
reporting relationship to the companys chief executive officer) Mr. Cachinero
will be paid an amount totaling his annual salary, target bonus and the cash
value of performance-based shares that would otherwise have been earned during
his twelve-month severance period.
If Mr. Cachinero resigns for any
reason other than in response to a change in control or material change in job
duties and responsibilities, the company will owe Mr. Cachinero no severance
under his employment agreement.
Health
Coverage
Certain executives, including named
executive officers, who terminate employment with the company after they have
attained age 55 and been credited with ten years of service are eligible to
participate in our executive retiree medical plan.
Termination and Change in
Control Tables
The following tables set forth the
payments which each of our named executive officers would have received under
various termination scenarios on June 30, 2009. With regard to the payments on a
change in control, the amounts detailed below presume that each named executive
officers employment was terminated by the company without cause or by the
executive for good reason within two years following the change in control
occurring on June 30, 2009.
Potential Payments upon
Termination or Change in Control for
Gary C. Butler
|
Termination
|
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
Following Change
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
Payment Elements
|
|
In Control
|
|
Death
|
|
Disability
|
|
Without Cause
|
|
Retirement
|
Termination Payment
|
|
$
|
8,756,250
|
(1)
|
|
$
|
3,000,000
|
(2)
|
|
$
|
3,000,000
|
(2)
|
|
$
|
2,000,000
|
(3)
|
|
$
|
0
|
|
Stock
Options(4)
|
|
$
|
43,413
|
|
|
$
|
43,413
|
|
|
$
|
43,413
|
|
|
$
|
43,413
|
|
|
$
|
43,413
|
|
Restricted Stock(5)
|
|
$
|
2,982,878
|
|
|
$
|
2,982,878
|
|
|
$
|
2,982,878
|
|
|
$
|
2,982,878
|
|
|
$
|
2,982,878
|
|
Supplemental Officers Retirement Plan(6)
|
|
$
|
7,785,557
|
(7)
|
|
$
|
3,280,239
|
|
|
$
|
7,785,557
|
(7)
|
|
$
|
7,785,557
|
(7)
|
|
$
|
6,878,540
|
(8)
|
Health Coverage(9)
|
|
$
|
46,000
|
|
|
$
|
0
|
|
|
$
|
46,000
|
|
|
$
|
46,000
|
|
|
$
|
46,000
|
|
Deferred Compensation(10)
|
|
$
|
4,643,606
|
|
|
$
|
4,643,606
|
|
|
$
|
4,643,606
|
|
|
$
|
4,643,606
|
|
|
$
|
4,643,606
|
|
Other
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
218,022
|
(11)
|
Total
|
|
$
|
24,257,704
|
|
|
$
|
13,950,136
|
|
|
$
|
18,501,454
|
|
|
$
|
17,501,454
|
|
|
$
|
14,812,459
|
|
____________________
(1)
|
Represents payment of three times
each of (i) highest rate of annual salary during the calendar year in
which employment terminates or the year immediately prior to the
termination ($1,000,000) and (ii) average annual bonus for the two most
recently completed calendar years ($1,918,750).
|
|
(2)
|
Represents payment of three times
annual salary of $1,000,000.
|
|
(3)
|
Represents payment of two times
annual salary of $1,000,000.
|
|
(4)
|
Assumes all unvested options
immediately vested and were exercised on June 30, 2009 at $35.44 per
share, the closing price of a share of common stock of the company on the
NASDAQ Global Select Market on June 30, 2009.
|
55
(5)
|
Amounts include $236,278
attributable to the full vesting of outstanding restricted stock and
$2,746,600 attributable to the two-year performance-based restricted stock
programs for fiscal years 2008 and 2009 and for fiscal years 2009 and 2010
and assume that the performance goals of the two-year performance-based
restricted stock programs will be achieved at 100% target rate.
|
|
(6)
|
Represents present value of the
benefit as of June 30, 2009 using the RP-2000 white collar mortality table
(projected to 2009) and a 6.8% discount rate.
|
|
(7)
|
Mr. Butler is entitled to an
unreduced early retirement benefit upon termination following change in
control, involuntary termination without cause or disability. Amount
represents the present value of an unreduced early retirement
benefit.
|
|
(8)
|
Present value of accrued benefit
as of June 30, 2009 reduced for early retirement by 5% per year for every
year before age 65 that Mr. Butler retires.
|
|
(9)
|
Represents the present value of
Mr. Butlers health coverage using a discount rate of 6.6% and a medical
inflation rate beginning at 8.25% for 2009-2010 and ultimately settling at
5% by 2017.
|
|
(10)
|
Represents aggregate value of
nonqualified deferred compensation balance at June 30, 2009. The deferred
compensation account is funded entirely by Mr. Butlers bonus
deferrals.
|
|
(11)
|
Value of administrative support,
office space and automobile. The amount disclosed assumes Mr. Butler would
use these benefits for 2.3 years, which is the period between July 1, 2009
and October 31, 2011, when Mr. Butler will be
65.
|
Potential Payments upon Termination
or Change in Control for
Christopher R. Reidy
|
Termination
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
Following Change
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
Payment Elements
|
|
In Control
|
|
Death
|
|
Disability
|
|
Without Cause
|
|
Retirement
|
Termination Payment
|
|
$
|
1,581,338
|
(1)
|
|
$
|
0
|
|
$
|
0
|
|
|
$
|
1,916,640
|
(2)
|
|
|
$0
|
|
Restricted Stock(3)
|
|
$
|
921,440
|
|
|
$
|
921,440
|
|
$
|
921,440
|
|
|
$
|
921,440
|
|
|
|
$0
|
|
Supplemental Officers Retirement Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
$
|
827,452
|
(4)
|
|
$
|
0
|
|
|
|
$0
|
|
Total
|
|
$
|
2,502,778
|
|
|
$
|
921,440
|
|
$
|
1,748,892
|
|
|
$
|
2,838,080
|
|
|
|
$0
|
|
____________________
(1)
|
Represents payment of one and
one-half times each of (i) highest rate of annual salary during the
calendar year in which employment terminates or the year immediately prior
to the termination ($532,400) and (ii) average annual bonus for the two
most recently completed calendar years ($521,825).
|
|
(2)
|
Represents payment of two times
each of annual salary of $532,400 and target annual bonus of
$425,920.
|
|
(3)
|
Amounts in the columns for
Termination Following Change in Control, Death and Disability are
attributable to the two-year performance-based restricted stock programs
for fiscal years 2008 and 2009 and for fiscal years 2009 and 2010 and
assume that the performance goals of the two-year performance-based
restricted stock programs will be achieved at 100% target rate. Pursuant
to Mr. Reidys employment agreement, the amount for the Involuntary
Termination Without Cause column reflects a payment equal to two times the
value of the shares underlying Mr. Reidys two-year performance-based
restricted stock award for fiscal years 2008 and 2009.
|
|
(4)
|
Represents present value of the
benefit as of June 30, 2009 using the RP-2000 white collar mortality table
(projected to 2009) and a 6.8% discount rate. The amount in the Disability
column reflects the present value of an unreduced early retirement
benefit.
|
56
Potential Payments upon Termination
or Change in Control for
Regina R. Lee
|
Termination
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
Following Change
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
Payment Elements
|
|
In Control
|
|
Death
|
|
Disability
|
|
Without Cause
|
|
Retirement
|
Termination Payment
|
|
$
|
1,203,755
|
(1)
|
|
$
|
0
|
|
$
|
0
|
|
|
|
$0
|
|
|
|
$0
|
|
Restricted Stock(2)
|
|
$
|
803,318
|
|
|
$
|
626,118
|
|
$
|
626,118
|
|
|
|
$0
|
|
|
|
$0
|
|
Supplemental Officers Retirement Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
$
|
862,689
|
(3)
|
|
|
$0
|
|
|
|
$0
|
|
Total
|
|
$
|
2,007,073
|
|
|
$
|
626,118
|
|
$
|
1,488,807
|
|
|
|
$0
|
|
|
|
$0
|
|
____________________
(1)
|
Represents payment of one and
one-half times each of (i) highest rate of annual salary during the
calendar year in which employment terminates or the year immediately prior
to the termination ($425,000) and (ii) average annual bonus for the two
most recently completed calendar years ($377,503).
|
|
(2)
|
Amount in the Termination
Following Change in Control column includes $177,200 attributable to the
vesting of time-based restricted stock, $23,638 attributable to the
vesting of outstanding restricted stock, and $602,480 attributable to the
two-year performance-based restricted stock programs for fiscal years 2008
and 2009 and for fiscal years 2009 and 2010 and assumes that the
performance goals of the two-year performance-based restricted stock
programs will be achieved at 100% target rate. Amounts in the Death and
Disability columns are attributable to the vesting of outstanding
restricted stock and to the two-year performance-based restricted stock
programs for fiscal years 2008 and 2009 and for fiscal years 2009 and 2010
and assume that the performance goals of the two-year performance-based
restricted stock programs will be achieved at 100% target rate.
|
|
(3)
|
Represents present value of the
benefit as of June 30, 2009 using the RP-2000 white collar mortality table
(projected to 2009) and a 6.8% discount rate. The amount in the Disability
column reflects the present value of an unreduced early retirement
benefit.
|
Potential Payments upon Termination
or Change in Control for
Benito Cachinero
|
Termination
|
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
Following Change
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
Payment Elements
|
|
In Control
|
|
Death
|
|
Disability
|
|
Without Cause
|
|
Retirement
|
Termination Payment(1)
|
|
$
|
1,376,713
|
|
|
$
|
96,713
|
|
$
|
0
|
|
|
|
$
|
1,376,713
|
|
|
|
$0
|
|
Restricted Stock(2)
|
|
$
|
800,271
|
|
|
$
|
1,190,111
|
|
$
|
567,040
|
|
|
|
$
|
516,751
|
|
|
|
$0
|
|
Supplemental Officers Retirement Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
$
|
380,070
|
(3)
|
|
|
$
|
0
|
|
|
|
$0
|
|
Total
|
|
$
|
2,176,984
|
|
|
$
|
1,286,824
|
|
$
|
947,110
|
|
|
|
$
|
1,893,464
|
|
|
|
$0
|
|
____________________
(1)
|
The Termination Following Change
in Control and Involuntary Termination without Cause columns represent
payment of two times each of (i) Mr. Cachineros base salary on the date
of the change in control or involuntary termination ($400,000) and (ii)
his target bonus ($240,000), plus $96,713 pursuant to Mr. Cachineros
employment agreement as a supplement to his Supplemental Officers
Retirement Plan benefit. The Death column represents a payment of $96,713
pursuant to Mr. Cachineros employment agreement as a supplement to his
Supplemental Officers Retirement Plan benefit.
|
|
(2)
|
Amount in the Termination
Following Change in Control column includes $233,231 attributable to the
vesting of time-based restricted stock and $567,040 attributable to the
two-year performance-based restricted stock programs for fiscal years 2008
and 2009 and for fiscal years 2009 and 2010 and assumes that the
performance goals of the two-year performance-based restricted stock
programs will be achieved at 100% target rate. Amount in the Death column
includes $623,071 attributable to the vesting of all outstanding
time-based restricted stock and $567,040 attributable to the two-year
performance-based restricted stock programs for fiscal years 2008 and 2009
and for fiscal years 2009 and 2010 and assumes that the performance goals
of the two-year performance-based restricted stock programs will be
achieved at 100% target rate. Amount in the Disability column is
attributable to the two-year performance-based restricted stock programs
for fiscal years 2008 and 2009 and for fiscal years 2009 and 2010 and
assumes that the performance goals of the two-year performance-based
restricted stock programs will be achieved at 100% target rate. Amount in
the Involuntary
|
57
|
Termination without Cause column
includes $233,231 attributable to the vesting of time-based restricted
stock and $283,520 attributable to the two-year performance-based
restricted stock program for fiscal years 2008 and 2009 and assumes that
the performance goals of such program will be achieved at 100% target
rate.
|
|
(3)
|
Represents present value of the
benefit as of June 30, 2009 using the RP-2000 white collar mortality table
(projected to 2009) and a 6.8% discount rate. The amount in the Disability
column reflects the present value of an unreduced early retirement
benefit.
|
Potential Payments upon Termination
or Change in Control for
Carlos Rodriguez
|
Termination
|
|
|
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
Following Change
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
Payment Elements
|
|
In Control
|
|
Death
|
|
Disability
|
|
Without Cause
|
|
Retirement
|
Termination Payment
|
|
$
|
1,039,733
|
(1)
|
|
$
|
0
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
Restricted Stock(2)
|
|
$
|
797,400
|
|
|
$
|
620,200
|
|
$
|
620,200
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
Supplemental Officers Retirement Plan(3)
|
|
$
|
103,254
|
|
|
$
|
45,036
|
|
$
|
811,126
|
|
|
$
|
103,254
|
|
|
|
$
|
94,646
|
|
Deferred Compensation(4)
|
|
$
|
317,609
|
|
|
$
|
317,609
|
|
$
|
317,609
|
|
|
$
|
317,609
|
|
|
|
$
|
317,609
|
|
Total
|
|
$
|
2,257,996
|
|
|
$
|
982,845
|
|
$
|
1,748,935
|
|
|
$
|
420,863
|
|
|
|
$
|
412,255
|
|
____________________
(1)
|
Represents payment of one and one-half times each of (i)
highest rate of annual salary during the calendar year in which employment
terminates or the year immediately prior to the termination ($400,000) and
(ii) average annual bonus for the two most recently completed calendar
years ($293,155).
|
|
(2)
|
Amounts include $177,200 attributable to the vesting of
time-based restricted stock, $17,720 attributable to the vesting of
outstanding restricted stock, and $602,480 attributable to the two-year
performance-based restricted stock programs for fiscal years 2008 and 2009
and for fiscal years 2009 and 2010 and assume that the performance goals
of the two-year performance-based restricted stock programs will be
achieved at 100% target rate.
|
|
(3)
|
Represents present value of the benefit as of June 30,
2009 using the RP-2000 white collar mortality table (projected to 2009)
and a 6.8% discount rate. The amount in the Disability column reflects the
present value of an unreduced early retirement benefit.
|
|
(4)
|
Represents aggregate value of nonqualified deferred
compensation balance at June 30, 2009. The deferred compensation account
is funded entirely by Mr. Rodriguezs bonus
deferrals.
|
Payments upon Retirement for
S.
Michael Martone
Mr.
Martone retired from the Company on January 2, 2009. The Company entered into a
termination agreement with Mr. Martone on November 24, 2008. The termination
agreement provides for the following cash payments to Mr. Martone (less required
tax withholdings and other standard deductions):
-
severance pay of $775,000 to be paid in one
installment of $387,500 on July 2, 2009, five monthly installments of
$64,583.33 commencing in July 2009, and one final
installment of $64,583.35 in December 2009;
-
bonus payment in the amount of $775,000 (such
amount is equal to Mr. Martones target bonus amount for fiscal
year 2009);
-
additional bonus of $300,000 in recognition of Mr.
Martones years of service and performance as chief operating
officer of the Company; and
-
amounts due for all accrued and unused
vacation.
In
addition, the following provisions are applicable to Mr. Martones unvested
stock options and restricted stock, provided he does not violate certain
non-competition, non-solicitation, non-disclosure or confidentiality obligations
by which he is bound:
58
-
all stock options previously granted to Mr.
Martone will continue to vest through December 31, 2009, and any
stock options that have not vested by December 31, 2009,
will vest on December 31, 2009. All such options will
remain exercisable though December 31, 2012, subject to the original
expiration dates of each of the outstanding
stock options;
-
Mr. Martone was allowed to keep the 1,375 shares
of the companys common stock already awarded to him that
had restrictions lapsing on July 1, 2009;
-
Mr. Martone was allowed to keep the shares of the
companys common stock awarded to him in September 2008
that had restrictions lapsing in March 2009;
and
-
Mr. Martone was allowed to keep the shares of the
companys common stock expected to be awarded to him in
September 2009, and any restrictions on such shares will
lapse on December 31, 2009.
The
termination agreement also provided that:
-
Mr. Martone will be granted benefit service credit
through December 31, 2009 under the Supplemental Officers
Retirement Plan;
-
Mr. Martone will be eligible to enroll in the
companys retiree medical plan;
-
Mr. Martone was permitted to use a car leased by
the company until the end of the current lease.
The
company paid the lease on Mr. Martones New Jersey apartment through December
31, 2008 and covered reasonable expenses to move Mr. Martones household goods
from the apartment to his permanent residence.
59
AUDIT COMMITTEE REPORT
The audit
committee oversees the financial management of the company, the companys
independent auditors and financial reporting procedures of the company on behalf
of the board of directors. In fulfilling its oversight responsibilities, the
committee reviewed and discussed the companys audited financial statements with
management, which has primary responsibility for the preparation of the
financial statements. In performing its review, the committee discussed the
propriety of the application of accounting principles by the company, the
reasonableness of significant judgments and estimates used in the preparation of
the financial statements, and the clarity of disclosures in the financial
statements. Management represented to the audit committee that the companys
financial statements were prepared in accordance with generally accepted
accounting principles. The committee also reviewed and discussed the companys
audited financial statements with Deloitte & Touche LLP, an independent
registered public accounting firm, the companys independent auditors for the
fiscal year 2009, which is responsible for expressing an opinion on the
conformity of the companys audited financial statements with generally accepted
accounting principles.
During
the course of fiscal year 2009, management completed the documentation, testing
and evaluation of the companys system of internal control over financial
reporting in response to the requirements set forth in Section 404 of the
Sarbanes-Oxley Act of 2002 and related regulations. The audit committee was kept
apprised of the progress of the evaluation and provided oversight and advice to
management during the process. In connection with this oversight, the audit
committee received periodic updates provided by management and Deloitte &
Touche LLP at each audit committee meeting. At the conclusion of the process,
management provided the audit committee with, and the audit committee reviewed,
a report on the effectiveness of the companys internal control over financial
reporting. The audit committee also reviewed the report of management contained
in the annual report on Form 10-K for the fiscal year ended June 30, 2009 filed
with the SEC, as well as Deloitte & Touche LLPs Report of Independent
Registered Public Accounting Firm included in the annual report on Form 10-K for
the fiscal year ended June 30, 2009 related to its audit of the consolidated
financial statements and financial statement schedule, and the effectiveness of
internal control over financial reporting. The audit committee continues to
oversee the companys efforts related to its internal control over financial
reporting and managements preparations for the evaluation in fiscal year
2010.
The audit
committee has discussed with Deloitte & Touche LLP the matters that are
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees), as amended. Deloitte & Touche LLP has
provided to the committee the written disclosures and the letter required by
applicable requirements of the Public Company Accounting Oversight Board
regarding Deloitte & Touche LLPs communications with the audit committee
concerning independence, and the committee discussed with Deloitte & Touche
LLP the firms independence, including the matters in those written disclosures.
The committee also considered whether Deloitte & Touche LLPs provision of
non-audit services to the company and its affiliates and the fees and costs
billed and expected to be billed by Deloitte & Touche LLP for those
services, is compatible with Deloitte & Touche LLPs independence. The audit
committee has discussed with the companys internal auditors and with Deloitte
& Touche LLP, with and without management present, their respective
evaluations of the companys internal accounting controls and the overall
quality of the companys financial reporting.
In
addition, the committee discussed with management, and took into consideration
when issuing this report, the Auditor Independence Policy, which prohibits the
company or any of its affiliates from entering into most non-audit related
consulting arrangements with its independent auditors. The Auditor Independence
Policy is discussed in further detail below under Independent Registered Public
Accounting Firms Fees.
Based on the considerations referred
to above, the audit committee recommended to the board of directors that the
audited financial statements be included in our annual report on Form 10-K for
the fiscal year ended June 30, 2009. In addition, the committee appointed
Deloitte & Touche LLP as the independent auditors for the company for the
fiscal year 2010, subject to the ratification by the stockholders at the 2009
Annual Meeting of Stockholders.
|
Audit Committee
of the Board
of Directors
Leon G. Cooperman,
Chairman
Gregory D. Brenneman
Eric C. Fast
Linda R. Gooden
R.
Glenn Hubbard
|
60
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRMS FEES
In
addition to retaining Deloitte & Touche LLP to audit the consolidated
financial statements for fiscal year 2009, the audit committee retained Deloitte
& Touche LLP to provide various services in fiscal year 2009 and fiscal year
2008. The aggregate fees billed by Deloitte & Touche LLP in fiscal year 2009
and fiscal year 2008 for these various services were:
Type of Fees
|
|
FY 2009
|
|
FY 2008
|
|
($ in
thousands)
|
Audit
Fees
|
$
|
6,934
|
|
$
|
6,679
|
Audit-Related Fees
|
|
1,589
|
|
|
1,179
|
Tax
Fees
|
|
2,133
|
|
|
2,547
|
All
Other Fees
|
|
0
|
|
|
0
|
Total
|
$
|
10,656
|
|
$
|
10,405
|
In the above table, in accordance
with SEC definitions, audit fees are fees we paid Deloitte & Touche LLP
for professional services for the audit of the companys consolidated financial
statements included in our annual report on Form 10-K and review of financial
statements included in our quarterly reports on Form 10-Q, services that are
normally provided by Deloitte & Touche LLP in connection with statutory and
regulatory filings or engagements or any other services performed by Deloitte
& Touche LLP to comply with generally accepted auditing standards;
audit-related fees are fees billed by Deloitte & Touche LLP for assurance
and related services that are typically performed by the independent public
accountant (
e.g.
, due diligence services, employee benefit plan audits and internal
control reviews); tax fees are fees for tax compliance, tax advice and tax
planning; and all other fees are fees billed by Deloitte & Touche LLP to
the company for any services not included in the first three
categories.
The board of directors has adopted
an auditor independence policy that prohibits our independent auditors from
providing:
-
bookkeeping or other services related to the
accounting records or financial statements of the company;
-
financial information systems design and
implementation services;
-
appraisal or valuation services, fairness opinions
or contribution-in-kind reports;
-
actuarial services;
-
internal audit outsourcing
services;
-
management functions or human resources
services;
-
broker or dealer, investment adviser or investment
banking services;
-
legal services and expert services unrelated to
the audit; and
-
any other service that the Public Company
Accounting Oversight Board or the Securities and Exchange
Commission determines, by regulation, is
impermissible.
The audit committee has adopted a
policy requiring that all audit, audit-related and non-audit services be
pre-approved by the audit committee. All services provided to us by the
independent auditors in fiscal year 2009 and fiscal year 2008 were pre-approved
by the audit committee. The independent auditors may only perform non-prohibited
non-audit services that have been specifically approved in advance by the audit
committee, regardless of the dollar value of the services to be provided. In
addition, before the audit committee will consider granting its approval, the
companys management must have determined that such specific non-prohibited
non-audit services can be best performed by the independent auditors based on
its in-depth knowledge of our business, processes and policies. The audit
committee, as part of its approval process, considers the potential impact of
any proposed work on the independent auditors independence.
61
PROPOSAL 2
APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
At the
Annual Meeting of Stockholders, the stockholders will vote on the ratification
of the appointment by the audit committee of Deloitte & Touche LLP, an
independent registered public accounting firm, as the independent certified
public accountants to audit the accounts of the company and its subsidiaries for
the fiscal year that began on July 1, 2009. Deloitte
& Touche LLP is a member of the SEC Practice Section of the American
Institute of Certified Public Accountants. A representative of Deloitte &
Touche LLP will be present at the Annual Meeting of Stockholders and will have
an opportunity to make a statement if he or she desires. He or she will be
available to answer appropriate questions.
Stockholder Approval
Required
The
affirmative vote of the holders of a majority of the shares present in person or
by proxy and entitled to vote thereon at the meeting of stockholders is required
to ratify Deloitte & Touche LLPs appointment as the companys independent
auditors.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANYS INDEPENDENT
AUDITORS.
OTHER MATTERS
So far as
the board of directors is aware, only the aforementioned matters will be acted
upon at the meeting. If any other matters properly come before the meeting, the
accompanying proxy may be voted on such other matters in accordance with the
best judgment of the person or persons voting said proxy.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
We
believe that during the fiscal year ended June 30, 2009, all filing requirements
under Section 16(a) of the Exchange Act applicable to our non-employee
directors, officers and beneficial owners have been complied with.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2010 Annual Meeting
of Stockholders must be received by the company for inclusion in the 2010 Proxy
Statement no later than May 28, 2010. Any stockholder proposal that is not
submitted for inclusion in the 2010 Proxy Statement but is instead sought to be
presented directly at the 2010 Annual Meeting of Stockholders must be received
by the company by August 11, 2010.
ANNUAL REPORT
Our
annual report on Form 10-K for the fiscal year ended June 30, 2009 (without
exhibits or documents incorporated by reference), which is not a part of the
proxy soliciting material, is being made available via Internet or delivered to
our stockholders together with this proxy statement.
ELECTRONIC DELIVERY OF FUTURE
STOCKHOLDER COMMUNICATIONS
If you
receive this proxy statement and our annual report on Form 10-K for the fiscal
year ended June 30, 2009 by mail, we strongly encourage you to elect to view
future proxy statements and annual reports over the Internet and save the
company the cost of producing and mailing these documents. If you vote your
shares over the Internet this year, you will be given the opportunity to choose
electronic access at the time you vote. You can also choose electronic access by
visiting the Investor Relations section of our website at www.adp.com, or
following the instructions that you will receive in connection with next years
annual meeting of stockholders. Stockholders who choose electronic access will
receive an e-mail next year containing the Internet address to use to access the
proxy statement and annual report on Form 10-K. Your choice will remain in
effect until you cancel it. You do not have to elect Internet access each
year.
62
IMPORTANT NOTICE REGARDING
HOUSEHOLDING
To reduce
the expense of delivering duplicate proxy materials to stockholders who may have
more than one account holding our stock but share the same address, we have
adopted a procedure known as householding. Under this procedure, certain
stockholders of record who have the same address and last name, and who do not
participate in electronic delivery of proxy materials, will receive only one
copy of our Notice of Internet Availability of Proxy Materials and, as
applicable, any additional proxy materials that are delivered until such time as
one or more of these stockholders notifies us that they want to receive separate
copies. Stockholders who participate in householding will continue to have
access to and utilize separate proxy voting instructions.
If you
are a registered stockholder and choose to have separate copies of our Notice of
Internet Availability of Proxy Materials, proxy statement and annual report on
Form 10-K mailed to you, you must opt-out by writing to Broadridge Financial
Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York
11717 or by calling 1-800-542-1061 and we will cease householding all such
disclosure documents within 30 days. If we do not receive instructions to remove
your accounts from this service, your accounts will continue to be householded
until we notify you otherwise. If you own our common stock in nominee name (such
as through a broker), information regarding householding of disclosure documents
should have been forwarded to you by your broker. However, please note that if
you want to receive a paper proxy or voting instruction form or other proxy
materials for purposes of this years annual meeting, you should follow the
instructions included in the Notice of Internet Availability of Proxy Materials
that was sent to you.
You can
also contact Broadridge Financial Solutions at 1-800-542-1061 if you received
multiple copies of the annual meeting materials and would prefer to receive a
single copy in the future.
|
For the Board of
Directors
James B.
Benson
Secretary
|
Roseland, New Jersey
September 30,
2009
63
|
AUTOMATIC DATA PROCESSING, INC.
PROXY
SERVICES
P.O. BOX 9163
FARMINGDALE, NY
11735
|
|
VOTE BY INTERNET -
www.proxyvote.com
|
Use the Internet to transmit your voting instructions and
for electronic delivery of information up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card in
hand when you access the web site and follow the instructions to obtain
your records and to create an electronic voting instruction form.
|
|
VOTE BY PHONE - 1-800-690-6903
|
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand when you call and
follow the instructions.
|
|
VOTE BY MAIL
|
Mark, sign, and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Automatic Data
Processing, Inc. c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. All
proxy cards must be received by the day before the cut-off date or the
meeting date.
|
|
ADMISSION TICKET
|
|
Please retain and present this top portion of the proxy card
as your admission ticket together with a valid picture identification to
gain admittance to the Annual Meeting.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
M17349-P85035
|
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION
ONLY
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
|
AUTOMATIC DATA PROCESSING,
INC.
|
|
|
|
The Board of Directors recommends
that you vote FOR the following:
|
|
|
1.
|
Election of Directors
|
|
|
Nominees:
|
|
|
01)
|
Gregory D. Brenneman
|
07)
|
R. Glenn Hubbard
|
|
|
02)
|
Leslie A. Brun
|
08)
|
John P. Jones
|
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03)
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Gary C. Butler
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09)
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Charles H. Noski
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04)
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Leon G. Cooperman
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10)
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Sharon T. Rowlands
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05)
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Eric C. Fast
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11)
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Gregory L. Summe
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06)
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Linda R. Gooden
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for
any individual nominee(s), mark For All Except and write the number(s)
of the nominee(s) on the line below.
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o
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o
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o
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To vote against all nominees, mark "Withhold All" above.
To vote against an individual nominee, mark "For All Except" and write the
nominee's number on the line above.
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For
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Against
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Abstain
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The Board of Directors recommends you
vote FOR the following proposal:
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2.
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Appointment of Deloitte & Touche
LLP
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o
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o
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o
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The proxies will vote in their discretion upon any and
all other matters which may properly come before the meeting or any
adjournment thereof.
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Please sign below exactly as the name(s) appear(s) on the
stock certificate (as indicated hereon). If the shares are issued in the
names of two or more persons, all such persons must sign the proxy.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Dear Stockholder:
You are
cordially invited to join us at the 2009 Annual Meeting of Stockholders of
Automatic Data Processing, Inc. This years meeting will be held at the
corporate offices of the Company at One ADP Boulevard, Roseland, New Jersey, on
Tuesday, November 10, 2009, starting at 10:00 a.m. I hope you will be able to
attend. At the meeting we will (i) elect directors and (ii) vote on the
appointment of Deloitte & Touche LLP as the Company's independent certified
public accountants.
It is
important that these shares be voted, whether or not you plan to be present at
the meeting. You should specify your choices by marking the appropriate boxes on
the proxy form on the reverse side, and date, sign and return your proxy form in
the enclosed, postage-paid return envelope as promptly as possible.
Alternatively, you may vote by phone or the Internet, as described on the
reverse side. If you date, sign and return your proxy form without specifying
your choices, these shares will be voted in accordance with the recommendation
of the Company's directors.
Please retain
and present this top portion of the proxy card as your admission ticket together
with a valid picture identification to gain admittance to the meeting. This
ticket will admit only the stockholder listed on the reverse side and is not
transferable. If these shares are held in the name of your broker or bank or you
received your proxy materials electronically, you will need to bring evidence of
the stock ownership, such as the most recent brokerage account
statement.
As in the past
years, we will discuss the business of the Company and its subsidiaries during
the meeting. I welcome your comments and suggestions, and we will provide time
during the meeting for questions from stockholders. I am looking forward to
seeing you at the meeting.
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Sincerely,
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Gary C.
Butler
President and Chief Executive
Officer
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Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting:
The Combined
Document containing Notice of 2009 Annual Meeting of Stockholders, Proxy
Statement and
Annual Report on Form 10-K is available at
www.proxyvote.com.
M17350-P85035
Proxy
This proxy is solicited on behalf of
the Board of Directors
Properly executed proxies received
by the day before the cut-off date or the meeting date will be voted as marked
and, if not marked, will be voted FOR the election of the nominees listed in the
accompanying Proxy Statement and FOR proposal (2) on the reverse
side.
The undersigned hereby appoints Leslie
A. Brun and Gary C. Butler, and each of them, attorneys and proxies with full
power of substitution, in the name, place and stead of the undersigned, to vote
as proxy at the 2009 Annual Meeting of Stockholders of Automatic Data
Processing, Inc. to be held at the corporate offices of the Company,
ONE
ADP BOULEVARD, ROSELAND, NEW JERSEY
, on Tuesday, November 10, 2009 at
10:00 a.m., or at any adjournment or adjournments thereof, according to the
number of votes that the undersigned would be entitled to cast if personally
present.
If shares of Automatic Data Processing,
Inc. Common Stock are issued to or held for the account of the undersigned under
employee plans and voting rights attach to such shares (any of such plans, a
Voting Plan), then the undersigned hereby directs the respective fiduciary of
each applicable Voting Plan to vote all shares of Automatic Data Processing,
Inc. Common Stock in the undersigneds name and/or account under such Voting
Plan in accordance with the instructions given herein, at the Annual Meeting and
at any adjournments or postponements thereof, on all matters properly coming
before the Annual Meeting, including but not limited to the matters set forth on
the reverse side.
Either of said attorneys and proxies or
substitutes, who shall be present at such meeting or at any adjournment or
adjournments thereof, shall have all the powers granted to such attorneys and
proxies.
Please date, sign and mail the
proxy promptly in the self-addressed return envelope which requires no postage
if mailed in the United States. When signing as an attorney, executor,
administrator, trustee or guardian, please give your full title as such. If
shares are held jointly, both owners should sign. Alternatively, you may vote by
phone or the Internet, as described in the instructions on the reverse
side.
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