2002 STOCK INCENTIVE PLAN
(as amended and restated effective October 12, 2005)
FORM OF RESTRICTED STOCK AWARD AGREEMENT (OFFICER)
1. Grant of Restricted Stock . This Restricted Stock Award Agreement (the “Award Agreement”), sets forth
the terms and conditions of the Restricted Stock (the “Award”) granted to you by the Governance and
Compensation Committee (the “Committee”) of the Board of Directors of Paychex, Inc. (the “Company”) under
the Company’s 2002 Stock Incentive Plan, as amended and restated effective October 12, 2005 (the “Plan”), as
described on your Award Notice. The Award is subject to all of the provisions of the Plan, which is hereby
incorporated by reference and made a part of this Award Agreement. The capitalized terms used in this Award
Agreement are defined in the Plan.
2. Restriction and Vesting .
(a) Subject to the terms set forth in this Award Agreement and the Plan, unless earlier vested under
Section 2(b) of this Award Agreement, provided you are still a full-time employee of the Company at that time,
these shares will vest pro rata with respect to one-third of the shares on the first, second, and third anniversaries
of the Date of Grant, with any fractional share resulting from such pro-ration vesting on the third anniversary of
the Date of Grant as set forth on your Award Notice (a “Vesting Date”).
(b) Except in the event of your death or Disability, if your employment terminates before a Vesting Date
for any reason, including, but not limited to, Retirement, then the unvested portion of the Award shall be forfeited
and cancelled immediately. If your employment terminates due to death or Disability, your Award shall
immediately become 100% vested. The term “Disability” means a condition whereby you are unable to perform
the essential functions of your position with reasonable accommodations by reason of any medically determinable
physical or mental impairment which can be expected to result in deat