PAYCHEX, INC.
2002 STOCK INCENTIVE PLAN
(as amended and restated effective October 15, 2020)
RESTRICTED STOCK UNIT AWARD NOTICE
(GRANT PURSUANT TO 2021 OFFICER PERFORMANCE SHARE AWARD)
Participant: | [ ] |
Type of Award: | Restricted Stock Units |
Number of Restricted Stock Units: | [ ] |
Vesting Date: | July 15, 2024 |
This Award Notice serves to notify you that the Compensation and Leadership Committee (the “Committee”) of the Board of Directors of Paychex, Inc. (the “Company”) has certified the level of performance achieved during the June 1, 2021 to May 31, 2023 Performance Period for your 2021 Officer Performance Share Award and, accordingly, hereby grants to you, under the Company’s 2002 Stock Incentive Plan, as amended and restated effective October 15, 2020 (the “Plan”), an award (the “Award”) of Restricted Stock Units, on the terms and conditions set forth in the “Master Restricted Stock Unit Award Agreement (Grant Pursuant to Officer Performance Share Award)” and the Plan, covering the number of shares of the Company’s $.01 par value common stock (the “Common Stock”) equal to the Number of Restricted Stock Units set forth above.
Stock Retention Requirement. Any shares of Common Stock issued to you pursuant to the Award are subject to the stock ownership guidelines established by the Board of the Company for non-employee directors, which generally require you to hold shares of Common Stock with a value equal to six times your annual Board retainer, not including any committee or committee chair retainers. Until such requirement has been satisfied, you may not sell any of the shares of Common Stock issued to you pursuant to the Award until your service as a director terminates, except for shares sold to satisfy tax obligations. The Company shall be authorized to add a legend regarding this restriction on transfer to any certificate representing the shares of Common Stock under the Award.
PAYCHEX, INC.
PAYCHEX, INC.
2002 STOCK INCENTIVE PLAN
(as amended and restated effective October 15, 2020)
MASTER RESTRICTED STOCK UNIT AWARD AGREEMENT
(GRANT PURSUANT TO OFFICER PERFORMANCE SHARE AWARD)
RECITALS
WHEREAS, the Compensation and Leadership (the “Committee”) of the Board of Directors of Paychex, Inc. (the “Company”) granted to you an Officer Performance Share Award subject to a two-year Performance Period, for Restricted Stock Units under the Company’s 2002 Stock Incentive Plan, as amended and restated effective October 15, 2020 (the “Plan”); and
WHEREAS, the Performance Period has now ended and the Committee has certified the level of performance achieved for such Performance Period; and
WHEREAS, the Committee has determined based on the certified level of performance that you are now entitled to receive an award of Restricted Stock Units in the form of the Number of Restricted Stock Units indicated on your Award Notice; and
WHEREAS, the Committee now wishes to grant to you the Restricted Stock Units earned under your Officer Performance Share Award;
NOW, THEREFORE, the Company hereby agrees as follows:
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