DELAWARE (State of or other jurisdiction of incorporation) |
0-11330 (Commission File Number) |
16-1124166 (IRS Employer Identification Number) |
911 PANORAMA TRAIL SOUTH, ROCHESTER, NEW YORK | 14625-2396 | |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
| Approved the Officers Performance Incentive Program for the Year Ending May 31, 2009, which provides for senior vice presidents of the Company, other than the Chief Executive Officer, the opportunity for annual cash bonuses based on goals set in advance by the Governance and Compensation Committee of the Board of Directors of up to 85% of base salary based primarily on the Companys annual revenue and operating income growth. | ||
| Approved the grant of restricted stock to its officers as provided under the Companys 2002 Stock Incentive Plan, as amended and restated effective October 12, 2005. The Restricted Stock Award Agreement, dated July 10, 2008, is filed as Exhibit 10.1 to this Current Report on Form 8-K (Form 8-K). | ||
| Approved a grant of non-qualified stock options to its officers as provided under the Companys 2002 Stock Incentive Plan, as amended and restated effective October 12, 2005. In addition, the Companys Board of Directors approved a modification to the Form of Non-Qualified Stock Option Award Agreement, which provides that a breach of the restrictive covenants (non-competition, non-solicitation, confidentiality, and detrimental conduct) will immediately cause the unvested portion of such award to be forfeited. The Company will also be entitled to recover any gross amounts of gain realized by the recipient on exercise of the stock options in the 24-month period prior to the breach. The Form of Non-Qualified Stock Option Award Agreement is filed as Exhibit 10.2 to this Form 8-K. |
Exhibit 10.1 | Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Restricted Stock Award Agreement. | ||
Exhibit 10.2 | Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form of Non-Qualified Stock Option Award Agreement. |
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PAYCHEX, INC. |
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Date: July 16, 2008 | /s/ Jonathan J. Judge | |||
Jonathan J. Judge | ||||
President and Chief Executive Officer |
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Date: July 16, 2008 | /s/ John M. Morphy | |||
John M. Morphy | ||||
Senior Vice President, Chief Financial Officer, and Secretary |
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