Chief Financial Officer Employment Agreement

August 1, 2006


Chris Reidy


Dear Chris:


I have outlined below the terms of our agreement with respect to your taking the position of Vice President/Chief Financial Officer of ADP. We anticipate your start date will be not later than Monday, October 2, 2006.


Base Salary:

$500,000/paid monthly


Target Bonus @ 80% :

$400,000


Time Based Restricted

26,000 shares

Stock:

(vesting 13,000 shares in FY ' 07 and 13,000 shares in FY ' 08)


2-Year Performance

Based Restricted Stock:

13,000 shares @ Target. First expected payout on these shares in 8/08, with 6 month vesting schedule. This is a 2-year rolling/renewal program based on ADP 2-year EPS CAGR.


Initia ...