What is the primary purpose of the 2008 Omnibus Award Plan?

The primary purpose of the 2008 Omnibus Award Plan is to provide a mechanism for incentivizing and retaining key personnel, including employees, directors, officers, and consultants, by offering them equity-based compensation awards designed to align their interests with those of the company's shareholders.

How many shares are authorized under the new plan, and what types of awards can be granted?

The plan makes approximately 31 million shares of ADP common stock available for awards. The types of awards that can be granted include nonqualified and incentive stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, other stock-based awards, and performance compensation awards (including cash bonuses).

Who is eligible to receive awards under the 2008 Omnibus Award Plan?

Eligibility extends to any employees, directors, officers, or consultants of ADP and its affiliates. The Compensation Committee has the sole authority to determine which individuals will be granted awards and the specific terms of those awards.

What provisions are in place to prevent excessive dilution or concentration of awards?

The plan includes specific limits to prevent excessive dilution or concentration. For instance, no participant can be granted options or SARs totaling more than 3,000,000 shares in any consecutive 36-month period. Additionally, performance compensation awards to a single participant are capped at 300,000 shares (or equivalent cash value) per fiscal year, and cash bonuses are limited to $5 million annually.

ADP 8-K: Leadership Changes

Summary

Automatic Data Processing, Inc. (ADP) filed an 8-K on November 12, 2008, to report on the approval of its 2008 Omnibus Award Plan by its stockholders at the 2008 Annual Meeting. This plan is designed to incentivize and retain employees, directors, officers, and consultants through various equity-based awards, including stock options, stock appreciation rights, restricted stock, and restricted stock units. The plan allows for a total of approximately 31 million shares of common stock to be available for grants, combining authorized shares with those remaining from prior plans. The 2008 Omnibus Award Plan is administered by the Compensation Committee, granting it broad discretion in setting award terms, eligibility, and performance criteria. The plan outlines specific limits on awards to individual participants and includes provisions for performance compensation awards tied to a range of financial metrics. It also details how awards are handled in cases of participant termination, change in control, and adjustments due to corporate capitalization changes, ensuring flexibility while aiming to align employee interests with shareholder value.

Key Highlights

1Stockholders approved the Automatic Data Processing, Inc. 2008 Omnibus Award Plan.
2The plan is administered by the Compensation Committee with broad discretionary powers.
3Approximately 31 million shares of common stock are available for awards under the plan.
4Awards can include nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and performance compensation awards.
5Specific limits are in place for individual grants, including a maximum of 3,000,000 shares for options/SARs over 36 months and a $5 million cash bonus limit annually.
6The plan allows for acceleration of vesting/exercisability upon change in control, death, disability, or retirement.
7Deferred stock units are specifically designed for non-employee directors.

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Nov 12, 2008)

Summary

Key Highlights

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