EXHIBIT 10(h): PAYCHEX, INC. OFFICER PERFORMANCE INCENTIVE PROGRAM FOR THE
YEAR ENDED MAY 31, 2001
On July 13, 2000, the Board of Directors (the "Board") approved the Compensation
Committee's recommendation to adopt the Paychex, Inc. Officer Performance
Incentive Program (the "Program") for the year ended May 31, 2001, as outlined
below:
1. Participants: All Officers of Paychex, Inc.
2. Maximum Incentive: 40% of base salary for fiscal year 2001 as approved by
the Board of Directors at the July 2000 Board meeting.
3. Performance Criteria: The payment of cash bonus awards to participants
shall be determined by the Board on a discretionary basis based primarily
on how actual net income for the fiscal year compares to the goals that
are established annually by the Board of Directors.
4. Payment: Incentive payments to be paid in July 2001, after Board
approval. Officer must be employed at the end of fiscal year 2001 to be
eligible for any bonus.
5. Partial Year: New officers appointed to an executive officer position
during the first three quarters of the year will participate in the
Program, but their incentive payment will be prorated based upon their
time in the position.
Executive officers appointed during the fourth quarter of the fiscal year
will begin participation with the start of the next fiscal year.
6. Changes and Terminations: Bonus awards, changes to and termination of the
Program is at the sole discretion of the Board.
