UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2005
AUTOMATIC DATA PROCESSING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5397 22-1467904
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
One ADP Boulevard, Roseland, New Jersey 07068
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 974-5000
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N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On April 28, 2005, Automatic Data Processing, Inc., a Delaware
corporation (the "Company" or "ADP") entered into a letter agreement with Arthur
F. Weinbach, Chairman and Chief Executive Officer of ADP, which sets forth
certain understandings and arrangements with respect to the employment
relationship of Mr. Weinbach with ADP.
The agreement provides for successive one-year terms unless terminated
by the Company or Mr. Weinbach at least six months prior to the end of the
applicable one-year term. Mr. Weinbach's annual base salary is to be no less
than $850,000, and his annual target bonus is to be no less than $750,000.
The actual bonus paid to Mr. Weinbach is based upon his accomplishment of
pre-established performance goals established by the Compensation Committee of
ADP's Board of Directors. The agreement provides that Mr. Weinbach is to be
granted performance-based restricted stock awards for a number of shares so that
restrictions may lapse in each fiscal year of the Company on shares with a
market value on the date of the award of at least $1,000,000. The agreement also
provides that Mr. Weinbach will at all times own sufficient shares of restricted
stock such that restrictions may lapse during each of the following two fiscal
years on a number of shares having a market value on the date of their award of
at least $1,000,000. In the event of Mr. Weinbach's retirement, he will
continue to own his restricted stock, and the restrictions on such stock will
continue to lapse in the same manner as would have occurred had he continued to
be an employee of ADP. The agreement further provides that Mr. Weinbach is to
be granted, on an annual basis, a minimum of 170,000 options to purchase shares
of Common Stock of ADP, which options shall vest on the schedule determined by
the Compensation Committee of ADP's Board of Directors, and that all options to
purchase Common Stock not yet vested at the time of Mr. Weinbach's retirement
would fully vest upon his retirement. Mr Weinbach is also entitled to
participate in all of ADP's then-current pension, 401(k), medical and health,
life, accident, disability and other insurance programs, stock purchase and
other plans and arrangements that are generally available to other ADP
executives. If the Company terminates Mr. Weinbach's employment without cause,
then he is entitled to receive his base salary for 18 months and continue to
vest in his restricted stock awards and stock options. If Mr. Weinbach's
employment is terminated following a "change in control" (as defined in the
letter agreement) of the Company, he will receive a termination payment equal to
a percentage, ranging from 300% if such termination occurs within two years
after such change in control to 100% if it occurs after the third year, of his
annual base salary and his "current total annual compensation" (as defined
below). In addition, all of his stock options will become fully vested and all
of his restricted stock having restrictions lapsing within three years after
such termination shall have such restrictions automatically removed.
Mr. Weinbach's "current total annual compensation" equals his highest
rate of annual salary during the calendar year in which his employment
terminates or the year immediately prior to the year of such termination plus
his average annual bonus compensation earned in respect of the two most recent
calendar years immediately preceding the calendar year in which his employment
terminates. Mr. Weinbach's employment agreement provides that in the event any
payment from the Company to him results in the imposition of an excise tax under
section 4999 of the 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.
A copy of this letter agreement is attached as Exhibit 10.1 to this
Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed as part of this Report on Form 8-K:
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Exhibit Description
Number
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10.1 Letter Agreement, dated as of April 28, 2005 between
Automatic Data Processing, Inc. and Arthur F. Weinbach
(Management Contract)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: April 29, 2005
AUTOMATIC DATA PROCESSING, INC.
By: /s/ Karen E. Dykstra
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Name: Karen E. Dykstra
Title: Chief Financial Officer
Exhibit Index
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Exhibit Number Description
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10.1 Letter Agreement, dated as of April 28, 2005 between
Automatic Data Processing, Inc. and Arthur F.
Weinbach (Management Contract)
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