EXHIBIT 10.3
Automatic Data Processing, Inc.
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December 3, 1998
The Vincam Group, Inc.
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Dear Sirs:
Reference is made to the Merger Agreement, dated as of the
date hereof (the "Merger Agreement"), between Automatic Data Processing, Inc.
("ADP"), The Vincam Group, Inc. ("VCAM") and ADP Acquisition Corp. (Florida)
("Sub"), pursuant to which, at the Effective Time (as defined in the Merger
Agreement), Sub will merge with and into VCAM (the "Merger"), and following such
Merger, VCAM will become a wholly-owned subsidiary of ADP. Capitalized terms not
defined herein shall have the meanings set forth in the Merger Agreement.
In order to retain the advice and guidance of certain
non-employee members of the Board of the Directors of VCAM following the Merger,
ADP and VCAM have agreed to request that such directors remain directors of VCAM
following consummation of the Merger and such directors have agreed to remain as
members of the VCAM Board of Directors. In recognition of the agreement by such
directors to remain as directors of VCAM following consummation of the Merger,
ADP agrees, to the extent not inconsistent with the treatment of the Merger as a
pooling-of-interests for accounting purposes, to either (i) cause VCAM to elect
each of ▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(collectively, the "Directors") as members of the VCAM Board of Directors until
at least March 31, 2001, or (ii) if after the Effective Time but prior to March
31, 2001, ADP fails to cause such election or otherwise removes one or more of
the Directors, cause the vesting of all unvested VCAM Stock Options (as adjusted
pursuant to Section 2.3 of the Merger Agreement) owned on the date hereof by
each such Director not reelected or removed.
2
If the foregoing sets forth your understanding with regard to
the matter specified herein, please so indicate by signing a copy of this letter
and returning an original to us at the address set forth above. This letter
shall be governed by the laws of the State of Delaware, applicable to agreements
entered into and performed within such state. Each of ▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇.,
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party beneficiaries of the terms and provisions of this letter. No termination,
modification or amendment of this letter agreement may be made without the
consent of each of ▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇ ▇.
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Sincerely,
AUTOMATIC DATA PROCESSING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ACCEPTED AND AGREED
as of the date first written above:
THE VINCAM GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title Chairman and Chief
Executive Officer