2009 Paychex Proxy

Invitation to Annual Meeting of Stockholders
Notice of Annual Meeting of Stockholders
Table of Contents
PROXY STATEMENT 2009 ANNUAL MEETING OF STOCKHOLDERS OF PAYCHEX, INC. TO BE HELD ON OCTOBER 13, 2009
Stockholders Entitled to Vote; Outstanding Shares; Quorum
How to Vote
Revoking Your Proxy
General Information on Voting
Vote Required
Voting by Participants in the Paychex Employee Stock Ownership Plan Stock Fund
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PROPOSAL 1 ELECTION OF DIRECTORS FOR A ONE-YEAR TERM
DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED MAY 31, 2009
Cash Compensation
Equity-Based Compensation
Deferred Compensation Plan for Directors
Benefits
Stock Ownership Guidelines
Fiscal 2009 Director Compensation
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Fees For Professional Services
Audit Committee Policy on Pre-Approval of Services of Independent Accountants
REPORT OF THE AUDIT COMMITTEE
CORPORATE GOVERNANCE
Information About the Board of Directors and Corporate Governance
Board of Directors Committees
Nomination Process
Policy on Transactions with Related Persons
Governance and Compensation Committee Interlocks and Insider Participation
Communications with the Board of Directors
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
CODE OF BUSINESS ETHICS AND CONDUCT
COMPENSATION DISCUSSION AND ANALYSIS
Objectives of Compensation Program
Role of Governance and Compensation Committee
Elements of Compensation
Annual Base Salary
Annual Officer Performance Incentive Program
Equity-Based Compensation
CEO Compensation
Stock Ownership Guidelines
Non-Compete and Other Forfeiture Provisions
Perquisites
Deferred Compensation
Subsequent Events
Impact of the Internal Revenue Code
THE GOVERNANCE AND COMPENSATION COMMITTEE REPORT
NAMED EXECUTIVE OFFICER COMPENSATION
FISCAL 2009 SUMMARY COMPENSATION TABLE
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2009
OUTSTANDING EQUITY AWARDS AS OF MAY 31, 2009
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2009
NON-QUALIFIED DEFERRED COMPENSATION FISCAL 2009
CHANGE OF CONTROL AND SEVERANCE ARRANGEMENT FISCAL 2009
ALTERNATE FORM OF PRESENTATION OF COMPENSATION RECEIVED IN FISCAL 2009
OTHER MATTERS AND INFORMATION