ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 18, 2009, Walter Turek, former Senior Vice President of Sales and Marketing of Paychex, Inc. (the "Company") entered into a Separation Agreement and Release (the "Agreement") with the Company. Under the Agreement, Mr. Turek receives bi-weekly installments over six months totaling $210,470 (less applicable taxes and withholdings). Mr. Turek may also elect continuing participation in the Company's medical plans as provided by COBRA. If he so elects, the Company will pay 100% of Mr. Turek's COBRA premiums for six months. All of Mr. Turek's stock options and restricted stock awards will continue to be governed by applicable plan documents.
In consideration of the Company entering into the Agreement, Mr. Turek has agreed to certain non-compete, confidentiality, and non-solicitation provisions. In addition to the Agreement and in consideration of benefits received as indicated above, Mr. Turek entered into a General Release of all claims with the Company.

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