Common use of Forfeiture of Awarded Shares Clause in Contracts

Forfeiture of Awarded Shares. Upon any cessation of Grantee’s Continuous Service (other than by reason of Grantee’s death as provided in Section 2) before the Awarded Shares become Vested Awarded Shares, the Unvested Awarded Shares on the date of cessation of Grantee’s Continuous Service shall automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or any other person or entity and without any further action of any kind by the Company or Grantee. In addition, if Grantee breaches any of the terms and conditions of this Agreement, the Unvested Awarded Shares shall automatically be forfeited to the same extent as if there had been a cessation of Grantee’s Continuous Service, as of the date of such breach. Unvested Awarded Shares that are forfeited shall be deemed to be immediately transferred to the Company without any payment by the Company or action by Grantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Upon and following such forfeiture, Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. Grantee, by his acceptance of the grant of Awarded Shares pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically enforceable by the Company in a court of equity or law.

Forfeiture of Awarded Shares. Upon any cessation of Grantee’s Continuous Service (Notwithstanding anything herein to the contrary other than by reason of Grantee’s death as provided in pursuant to Section 2) before the 3(c), Awarded Shares become Vested Awarded Shares, the Unvested shall be forfeited and shall cease to be outstanding as set forth below: a. Awarded Shares that are not vested in accordance with Section 3, whether then held by the Participant or any other Person, shall be forfeited and shall cease to be outstanding on the date of cessation the Participant’s Termination of GranteeService. b. The Participant acknowledges that: (i) the Participant performs services of a unique nature for the Company that are irreplaceable, and that the Participant’s Continuous Service shall automatically be forfeited by Grantee and returned and delivered performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Participant has had and will continue to have access to confidential information which, if disclosed, would unfairly and inappropriately assist in competition against the Company without or any obligation of its Subsidiaries, (iii) in the course of the Participant’s employment by a competitor, the Participant would inevitably use or disclose such confidential information, (iv) the Participant has generated and will continue to generate goodwill for the Company and its Subsidiaries in the course of the Participant’s employment, and (v) the Participant acknowledges that the restrictive covenants outlined below in Paragraph 4(c) arise from and are related to pay any amount the Participant’s sale of the goodwill of a business, and that such restrictive covenants are necessary to Grantee protect against the unfair competition that would result if the Participant were to begin competing against the Company after selling such goodwill to the Company. Accordingly, all Awarded Shares (whether or not vested and whether then held by the Participant or any other person or entity and without any further action of any kind by the Company or Grantee. In addition, if Grantee breaches any of the terms and conditions of this Agreement, the Unvested Awarded Shares Person) shall automatically be forfeited and shall cease to the same extent as if there had been a cessation of Grantee’s Continuous Servicebe outstanding, as of the first date the Participant engages in Forfeiture Activities and, if the Committee has consented to the transfer of all or a portion of such breach. Unvested Awarded Shares that are forfeited Shares, then the Participant shall be deemed to be immediately transferred pay to the Company without all money received in respect of such transferred Awarded Shares, if the Participant engages in Forfeiture Activities at any payment by time during the term of the Participant’s employment with the Company and its Subsidiaries or during the one-year period following termination of such employment. c. The Participant shall have engaged in “Forfeiture Activities” if at any time the Participant: (i) directly or indirectly manages, operates, controls, participates in, consults with, renders services for or in any manner engages in any business or enterprise (including any division, group or franchise of a larger organization), whether as a proprietor, owner, member, partner, stockholder, director, officer, employee, consultant, joint venturer, investor, sales representative or other participant, in which the Company or action by Grantee, and any of its Subsidiaries engaged at any time during the two year period immediately preceding the date such Person’s employment with the Company shall have and its Subsidiaries terminates (or the full right date of determination if the date of determination is prior to cancel any evidence of Granteethe date the Participant’s ownership employment with the Company and its Subsidiaries terminated) or engages or proposes to engage as of such forfeited Unvested Awarded Shares termination date (or the date of determination if the date of determination is prior to the date the Participant’s employment with the Company and its Subsidiaries terminated), in each case, anywhere in any State where the Company or one of its Subsidiaries maintained an office immediately preceding such termination date (or the date of determination if the date of determination is prior to take the date the Participant’s employment with the Company and its Subsidiaries terminated); (ii) directly or indirectly induces or attempts to induce any other action necessary employee of the Company or any of its Subsidiaries to demonstrate leave the employ of such entity; (iii) subject to the restrictions of any applicable law, directly or indirectly induces or attempts to induce any established customer of the Company or any of its Subsidiaries to cease doing business with, or materially alter its business relationship with, such entity; (iv) directly or indirectly solicits the sale of goods or services, or a combination thereof, to established customers of the Company or any of its Subsidiaries, or (v) makes or solicits or encourages others to make or solicit directly or indirectly any derogatory or negative statement or communication about the Company, its Subsidiaries or any of their respective businesses, products, services or activities; provided, that Grantee the restriction set forth in clause (v) will not prohibit truthful testimony compelled by valid legal process. Notwithstanding the foregoing, engaging in Forfeiture Activities shall not include owning up to one percent of the outstanding stock of a corporation which is publicly traded, so long as the Participant has no longer owns active participation in the business of such forfeited Unvested Awarded Shares automatically upon such forfeiturecorporation. Upon and following such forfeiture, Grantee shall have no further all of the Participant’s rights with respect to such the forfeited Unvested Awarded Shares. GranteeShares shall cease and terminate, by his acceptance without any further obligations on the part of the grant of Awarded Shares pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically enforceable by the Company in a court of equity or lawCompany.

Forfeiture of Awarded Shares. Upon any cessation of Grantee’s Continuous Service (other than by reason of Grantee’s death as provided in Section 2) before the Awarded Shares become Vested Awarded Shares, the Unvested Awarded Shares on the date of cessation of Grantee’s Continuous Service shall automatically be forfeited by Grantee and returned and delivered Notwithstanding anything herein to the Company without any obligation of the Company to pay any amount to Grantee or any other person or entity and without any further action of any kind by the Company or Grantee. In additioncontrary, if Grantee breaches any of the terms and conditions of this Agreement, the Unvested Awarded Shares shall automatically be forfeited and shall cease to the same extent be outstanding as if there had been a cessation of Grantee’s Continuous Service, as of the date of such breach. Unvested set forth below: a. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the earlier of (i) the sixth (6th) anniversary of the Date of Grant with respect to all Awarded Shares; (ii) the date of the Participant’s Termination of Service with respect to all Awarded Shares; or (iii) the date of the Participant’s Demotion with respect to all Awarded Shares. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company. b. The Participant acknowledges that: (i) Paycom continually develops Confidential Information, and that the Participant has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Subsidiaries, (ii) the Participant has generated and will continue to generate goodwill for Paycom in the course of the Participant’s service; and (iii) the Company has an interest in maintaining stockholders whose interests are aligned with Paycom’s interests. Accordingly, if at any time during the Clawback Period, the Company determines that the Participant has engaged in Forfeiture Activities, all Awarded Shares (whether or not vested and whether then held by the Participant or any other Person) shall be subject to the following provisions (collectively, the “Clawback”): 1. If the Participant has engaged in Forfeiture Activities and has not transferred any of the Awarded Shares, then the Participant shall forfeit all of the Awarded Shares; 2. If the Participant has engaged in Forfeiture Activities and has transferred all of the Awarded Shares, then the Participant shall pay to the Company an amount equal to the gross proceeds received in respect of such transferred Awarded Shares; or 3. If the Participant has engaged in Forfeiture Activities and has transferred some, but not all, of the Vested Shares, then the Participant shall (x) forfeit all of the non-transferred Vested Shares, (y) pay to the Company an amount equal to the gross proceeds received in respect of any transferred Vested Shares, and (z) forfeit all Non-Vested Shares. The Clawback set forth in this Section 4(b) shall survive the Participant’s Termination of Service and the termination of this Agreement. c. In the event the Company is unable to conclusively establish the amount of the gross proceeds received by the Participant in respect of the Participant’s transferred Vested Shares, then such amount shall be deemed to be immediately transferred an amount calculated based on the following formula: P1 = the Equity Securities Value Per Share as of the last Trading Day of the calendar year in which the Date of Grant occurred; P2 =the sum of the Equity Securities Value Per Share as of the last Trading Day of each calendar year that has elapsed following the year in which the Date of Grant occurred but prior to the Company without any payment by date that the Company or action by Grantee, delivers written notice to the Participant of its intent to enforce the Clawback; P3 =the Equity Securities Value Per Share as of the Trading Day immediately prior to the date that the Company delivers written notice to the Participant of its intent to enforce the Clawback; Y =the number of calendar-year-ends that have occurred between the Date of Grant and the date that the Company delivers written notice to the Participant of its intent to enforce the Clawback; and TS =the number of transferred Vested Shares. d. The Company shall have deliver prompt written notice to the full right Participant of the Company’s intent to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeitureenforce the Clawback. Upon and following such forfeiture, Grantee shall have no further all of the Participant’s rights with respect to such the forfeited Unvested Awarded Shares. GranteeShares shall cease and terminate, by his acceptance without any further obligations on the part of the grant Company. The Company shall not initiate enforcement of Awarded Shares pursuant its right of Clawback beyond the Clawback Period; provided, however, the Company may continue its enforcement of any right of Clawback beyond the Clawback Period. e. The Participant shall have engaged in “Forfeiture Activities” if the Participant, subject to the restrictions of any applicable law (including the right to engage in conduct protected by Section 7 of the National Labor Relations Act): (i) during the term of the Participant’s service with Paycom or during the two (2) year period following a Termination of Service (A) directly or indirectly hires or solicits any Relevant Paycom Employee to leave the employ of Paycom; (B) directly or indirectly solicits or encourages any Relevant Paycom Customer to cease doing business with, or materially alter its business relationship with Paycom; (C) directly or indirectly solicits or encourages any Relevant Prospective Customer to cease doing business with, or materially alter its business relationship with Paycom; (D) directly or indirectly solicits or encourages any Relevant Paycom Customer to purchase the same or similar goods or services, or a combination thereof, as those offered by Paycom from an entity or Person other than Paycom; or (E) directly or indirectly solicits or encourages any Relevant Prospective Customer to purchase the same or similar goods or services, or a combination thereof, as those offered by Paycom from an entity or Person other than Paycom (ii) during the term of the Participant’s service with Paycom or during the two (2) year period following a Termination of Service, makes or solicits or encourages others to make or solicit directly or indirectly any derogatory, negative, unflattering, critical, insulting, offensive, deprecating, belittling, harmful, undesirable or intentionally misleading statement or communication, including statements or communications made on social media, in a text or similar message, in an e-mail or in any other form whatsoever, about the Company, its Subsidiaries or any of their respective officers, directors, employees, businesses, products, services or activities; or (iii) during the term of the Participant’s service with Paycom or during the three (3) period following a Termination of Service, discloses to any Person or entity or uses, other than as required by applicable law or for the proper performance of his or her duties and responsibilities to Paycom, any Confidential Information obtained by or known to the Participant. The determination of whether the Participant has engaged in Forfeiture Activities will be made by Paycom in its sole and absolute discretion. The restrictions set forth in this Section 4(e) shall survive the Participant’s Termination of Service and the termination of this Agreement. f. Notwithstanding Section 4(e), irrevocably grants the Participant shall not have engaged in Forfeiture Activities by providing truthful testimony or information compelled by valid legal process, or by reporting possible violations of applicable law or making other disclosures that are protected under the whistleblower provisions of applicable law, to the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Commission or any similar state agency. Further, the Participant shall not have engaged in Forfeiture Activities and will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Participant files a lawsuit for retaliation against the Company or any of its Subsidiaries for reporting a power suspected violation of attorney to transfer Unvested Awarded Shares that are forfeited to law, the Participant shall not have engaged in Forfeiture Activities and may disclose the Company and agrees its Subsidiaries’ trade secrets to execute the Participant’s attorney and use the trade secret information in the court proceeding if the Participant: (x) files any documents requested by document containing the Company in connection with such forfeiture trade secret under seal; and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically enforceable by (y) does not disclose the Company in a trade secret, except pursuant to court of equity or laworder.

Forfeiture of Awarded Shares. Upon any cessation of Grantee’s Continuous Service (other than by reason of Grantee’s death as provided in Section 2) before the Awarded Shares become Vested Awarded Shares, the Unvested Awarded Shares on the date of cessation of Grantee’s Continuous Service shall automatically be forfeited by Grantee and returned and delivered Notwithstanding anything herein to the Company without any obligation of the Company to pay any amount to Grantee or any other person or entity and without any further action of any kind by the Company or Grantee. In additioncontrary, if Grantee breaches any of the terms and conditions of this Agreement, the Unvested Awarded Shares shall automatically be forfeited and shall cease to the same extent be outstanding as if there had been a cessation of Grantee’s Continuous Service, as of the date of such breach. Unvested set forth below: a. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the earlier of (i) the third (3rd) anniversary of the Initial Vesting Date with respect to all Awarded Shares, (ii) the date of the Participant’s Termination of Service with respect to all Awarded Shares; or (iii) the date of the Participant’s Demotion with respect to all Awarded Shares. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company. b. The Participant acknowledges that: (i) Paycom continually develops Confidential Information, and that the Participant has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Subsidiaries, (ii) the Participant has generated and will continue to generate goodwill for Paycom in the course of the Participant’s service; and (iii) the Company has an interest in maintaining stockholders whose interests are aligned with Paycom’s interests. Accordingly, if at any time during the Clawback Period, the Company determines that the Participant has engaged in Forfeiture Activities, all Awarded Shares (whether or not vested and whether then held by the Participant or any other Person) shall be subject to the following provisions (collectively, the “Clawback”): 1. If the Participant has engaged in Forfeiture Activities and has not transferred any of the Awarded Shares, then the Participant shall forfeit all of the Awarded Shares; 2. If the Participant has engaged in Forfeiture Activities and has transferred all of the Awarded Shares, then the Participant shall pay to the Company an amount equal to the gross proceeds received in respect of such transferred Awarded Shares; or 3. If the Participant has engaged in Forfeiture Activities and has transferred some, but not all, of the Vested Shares, then the Participant shall (x) forfeit all of the non-transferred Vested Shares, (y) pay to the Company an amount equal to the gross proceeds received in respect of any transferred Vested Shares, and (z) forfeit all Non-Vested Shares. The Clawback set forth in this Section 4(b) shall survive the Participant’s Termination of Service and the termination of this Agreement. c. In the event the Company is unable to conclusively establish the amount of the gross proceeds received by the Participant in respect of the Participant’s transferred Vested Shares, then such amount shall be deemed to be immediately transferred an amount calculated based on the following formula: P1 = the Equity Securities Value Per Share as of the last Trading Day of the calendar year in which the Date of Grant occurred; P2 =the sum of the Equity Securities Value Per Share as of the last Trading Day of each calendar year that has elapsed following the year in which the Date of Grant occurred but prior to the Company without any payment by date that the Company or action by Grantee, delivers written notice to the Participant of its intent to enforce the Clawback; P3 =the Equity Securities Value Per Share as of the Trading Day immediately prior to the date that the Company delivers written notice to the Participant of its intent to enforce the Clawback; Y =the number of calendar-year-ends that have occurred between the Date of Grant and the date that the Company delivers written notice to the Participant of its intent to enforce the Clawback; and TS =the number of transferred Vested Shares. d. The Company shall have deliver prompt written notice to the full right Participant of the Company’s intent to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeitureenforce the Clawback. Upon and following such forfeiture, Grantee shall have no further all of the Participant’s rights with respect to such the forfeited Unvested Awarded Shares. GranteeShares shall cease and terminate, by his acceptance without any further obligations on the part of the grant Company. The Company shall not initiate enforcement of Awarded Shares pursuant its right of Clawback beyond the Clawback Period; provided, however, the Company may continue its enforcement of any right of Clawback beyond the Clawback Period. e. The Participant shall have engaged in “Forfeiture Activities” if the Participant, subject to the restrictions of any applicable law (including the right to engage in conduct protected by Section 7 of the National Labor Relations Act): (i) during the term of the Participant’s service with Paycom or during the two (2) year period following a Termination of Service (A) directly or indirectly hires or solicits any Relevant Paycom Employee to leave the employ of Paycom; (B) directly or indirectly solicits or encourages any Relevant Paycom Customer to cease doing business with, or materially alter its business relationship with Paycom; (C) directly or indirectly solicits or encourages any Relevant Prospective Customer to cease doing business with, or materially alter its business relationship with Paycom; (D) directly or indirectly solicits or encourages any Relevant Paycom Customer to purchase the same or similar goods or services, or a combination thereof, as those offered by Paycom from an entity or Person other than Paycom; or (E) directly or indirectly solicits or encourages any Relevant Prospective Customer to purchase the same or similar goods or services, or a combination thereof, as those offered by Paycom from an entity or Person other than Paycom (ii) during the term of the Participant’s service with Paycom or during the two (2) year period following a Termination of Service, makes or solicits or encourages others to make or solicit directly or indirectly any derogatory, negative, unflattering, critical, insulting, offensive, deprecating, belittling, harmful, undesirable or intentionally misleading statement or communication, including statements or communications made on social media, in a text or similar message, in an e-mail or in any other form whatsoever, about the Company, its Subsidiaries or any of their respective officers, directors, employees, businesses, products, services or activities; or (iii) during the term of the Participant’s service with Paycom or during the three (3) year period following a Termination of Service, discloses to any Person or entity or uses, other than as required by applicable law or for the proper performance of his or her duties and responsibilities to Paycom, any Confidential Information obtained by or known to the Participant. The determination of whether the Participant has engaged in Forfeiture Activities will be made by Paycom in its sole and absolute discretion. The restrictions set forth in this Section 4(e) shall survive the Participant’s Termination of Service and the termination of this Agreement. f. Notwithstanding Section 4(e), irrevocably grants the Participant shall not have engaged in Forfeiture Activities by providing truthful testimony or information compelled by valid legal process, or by reporting possible violations of applicable law or making other disclosures that are protected under the whistleblower provisions of applicable law, to the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Commission or any similar state agency. Further, the Participant shall not have engaged in Forfeiture Activities and will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Participant files a lawsuit for retaliation against the Company or any of its Subsidiaries for reporting a power suspected violation of attorney to transfer Unvested Awarded Shares that are forfeited to law, the Participant shall not have engaged in Forfeiture Activities and may disclose the Company and agrees its Subsidiaries’ trade secrets to execute the Participant’s attorney and use the trade secret information in the court proceeding if the Participant: (x) files any documents requested by document containing the Company in connection with such forfeiture trade secret under seal; and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically enforceable by (y) does not disclose the Company in a trade secret, except pursuant to court of equity or laworder.

Forfeiture of Awarded Shares. Upon any cessation of Grantee’s Continuous Service (other than by reason of Grantee’s death as provided in Section 2) before the Awarded Shares become Vested Awarded Shares, the Unvested Awarded Shares on the date of cessation of Grantee’s Continuous Service shall automatically be forfeited by Grantee and returned and delivered Notwithstanding anything herein to the Company without any obligation of the Company to pay any amount to Grantee or any other person or entity and without any further action of any kind by the Company or Grantee. In additioncontrary, if Grantee breaches any of the terms and conditions of this Agreement, the Unvested Awarded Shares shall automatically be forfeited and shall cease to the same extent be outstanding as if there had been a cessation of Grantee’s Continuous Service, as of the date of such breach. Unvested set forth below: a. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the earlier of (i) the eighth (8th) anniversary of the Date of Grant with respect to all Awarded Shares; (ii) the date of the Participant’s Termination of Service with respect to all Awarded Shares; or (iii) the date of the Participant’s Demotion with respect to all Awarded Shares. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company. b. The Participant acknowledges that: (i) Paycom continually develops Confidential Information, and that the Participant has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Subsidiaries, (ii) the Participant has generated and will continue to generate goodwill for Paycom in the course of the Participant’s service; and (iii) the Company has an interest in maintaining stockholders whose interests are aligned with Paycom’s interests. Accordingly, if at any time during the Clawback Period, the Company determines that the Participant has engaged in Forfeiture Activities, all Awarded Shares (whether or not vested and whether then held by the Participant or any other Person) shall be subject to the following provisions (collectively, the “Clawback”): 1. If the Participant has engaged in Forfeiture Activities and has not transferred any of the Awarded Shares, then the Participant shall forfeit all of the Awarded Shares; 2. If the Participant has engaged in Forfeiture Activities and has transferred all of the Awarded Shares, then the Participant shall pay to the Company an amount equal to the gross proceeds received in respect of such transferred Awarded Shares; or 3. If the Participant has engaged in Forfeiture Activities and has transferred some, but not all, of the Vested Shares, then the Participant shall (x) forfeit all of the non-transferred Vested Shares, (y) pay to the Company an amount equal to the gross proceeds received in respect of any transferred Vested Shares, and (z) forfeit all Non-Vested Shares. The Clawback set forth in this Section 4(b) shall survive the Participant’s Termination of Service and the termination of this Agreement. c. In the event the Company is unable to conclusively establish the amount of the gross proceeds received by the Participant in respect of the Participant’s transferred Vested Shares, then such amount shall be deemed to be immediately transferred an amount calculated based on the following formula: P1 = the Equity Securities Value Per Share as of the last Trading Day of the calendar year in which the Date of Grant occurred; P2 =the sum of the Equity Securities Value Per Share as of the last Trading Day of each calendar year that has elapsed following the year in which the Date of Grant occurred but prior to the Company without any payment by date that the Company or action by Grantee, delivers written notice to the Participant of its intent to enforce the Clawback; P3 =the Equity Securities Value Per Share as of the Trading Day immediately prior to the date that the Company delivers written notice to the Participant of its intent to enforce the Clawback; Y =the number of calendar-year-ends that have occurred between the Date of Grant and the date that the Company delivers written notice to the Participant of its intent to enforce the Clawback; and TS =the number of transferred Vested Shares. d. The Company shall have deliver prompt written notice to the full right Participant of the Company’s intent to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeitureenforce the Clawback. Upon and following such forfeiture, Grantee shall have no further all of the Participant’s rights with respect to such the forfeited Unvested Awarded Shares. GranteeShares shall cease and terminate, by his acceptance without any further obligations on the part of the grant Company. The Company shall not initiate enforcement of Awarded Shares pursuant its right of Clawback beyond the Clawback Period; provided, however, the Company may continue its enforcement of any right of Clawback beyond the Clawback Period. e. The Participant shall have engaged in “Forfeiture Activities” if the Participant, subject to the restrictions of any applicable law (including the right to engage in conduct protected by Section 7 of the National Labor Relations Act): (i) during the term of the Participant’s service with Paycom or during the two (2) year period following a Termination of Service (A) directly or indirectly hires or solicits any Relevant Paycom Employee to leave the employ of Paycom; (B) directly or indirectly solicits or encourages any Relevant Paycom Customer to cease doing business with, or materially alter its business relationship with Paycom; (C) directly or indirectly solicits or encourages any Relevant Prospective Customer to cease doing business with, or materially alter its business relationship with Paycom; (D) directly or indirectly solicits or encourages any Relevant Paycom Customer to purchase the same or similar goods or services, or a combination thereof, as those offered by Paycom from an entity or Person other than Paycom; or (E) directly or indirectly solicits or encourages any Relevant Prospective Customer to purchase the same or similar goods or services, or a combination thereof, as those offered by Paycom from an entity or Person other than Paycom (ii) during the term of the Participant’s service with Paycom or during the two (2) year period following a Termination of Service, makes or solicits or encourages others to make or solicit directly or indirectly any derogatory, negative, unflattering, critical, insulting, offensive, deprecating, belittling, harmful, undesirable or intentionally misleading statement or communication, including statements or communications made on social media, in a text or similar message, in an e-mail or in any other form whatsoever, about the Company, its Subsidiaries or any of their respective officers, directors, employees, businesses, products, services or activities; or (iii) during the term of the Participant’s service with Paycom or during the three (3) year period following a Termination of Service, discloses to any Person or entity or uses, other than as required by applicable law or for the proper performance of his or her duties and responsibilities to Paycom, any Confidential Information obtained by or known to the Participant. The determination of whether the Participant has engaged in Forfeiture Activities will be made by Paycom in its sole and absolute discretion. The restrictions set forth in this Section 4(e) shall survive the Participant’s Termination of Service and the termination of this Agreement. f. Notwithstanding Section 4(e), irrevocably grants the Participant shall not have engaged in Forfeiture Activities by providing truthful testimony or information compelled by valid legal process, or by reporting possible violations of applicable law or making other disclosures that are protected under the whistleblower provisions of applicable law, to the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Commission or any similar state agency. Further, the Participant shall not have engaged in Forfeiture Activities and will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Participant files a lawsuit for retaliation against the Company or any of its Subsidiaries for reporting a power suspected violation of attorney to transfer Unvested Awarded Shares that are forfeited to law, the Participant shall not have engaged in Forfeiture Activities and may disclose the Company and agrees its Subsidiaries’ trade secrets to execute the Participant’s attorney and use the trade secret information in the court proceeding if the Participant: (x) files any documents requested by document containing the Company in connection with such forfeiture trade secret under seal; and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically enforceable by (y) does not disclose the Company in a trade secret, except pursuant to court of equity or laworder.