Paycom Software, Inc. Sample Contracts

CREDIT AGREEMENT
Credit Agreement • May 5th, 2022 • Paycom Software, Inc. • Services-prepackaged software • New York

This CREDIT AGREEMENT is entered into as of May 4, 2022, among PAYCOM PAYROLL, LLC, a Delaware limited liability company (the “Borrower”), PAYCOM SOFTWARE, INC., a Delaware corporation (“Holdings”), the other Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

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EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • August 3rd, 2023 • Paycom Software, Inc. • Services-prepackaged software • New York

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 17, 2023, is entered into by and among Paycom Payroll, LLC (the “Borrower”), the other Loan Parties party hereto, the Lenders (as defined below) listed on the signature pages hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), in respect of the Credit Agreement described below.

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6,645,000 shares PAYCOM SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 21st, 2014 • Paycom Software, Inc. • Services-prepackaged software • New York
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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • August 1st, 2023 • Paycom Software, Inc. • Services-prepackaged software • New York

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of July 28, 2023, is entered into by and among Paycom Payroll, LLC (the “Borrower”), the other Loan Parties party hereto, the Lenders (as defined below) listed on the signature pages hereto, the Increasing Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), in respect of the Credit Agreement described below.

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4,500,000 shares PAYCOM SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2015 • Paycom Software, Inc. • Services-prepackaged software • New York
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INCENTIVE STOCK OPTION AGREEMENT PAYCOM SOFTWARE, INC.
Incentive Stock Option Agreement • March 30th, 2015 • Paycom Software, Inc. • Services-prepackaged software • Delaware
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SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 30th, 2020 • Paycom Software, Inc. • Services-prepackaged software • Oklahoma

This Second Amended and Restated Executive Employment Agreement (“Agreement”) is entered into by and between Paycom Software, Inc. (the “Company”) and Chad Richison (“Executive”). This Agreement is entered on March 9, 2020 and is effective as of January 1, 2014 except with respect to (i) Section 2 and Section 4.5, which shall be effective upon execution of this Agreement by each of the parties hereto, and (ii) those sections amended and restated in the Amended and Restated Executive Employment Agreement dated October 28, 2019 (other than Section 2), which amended and restated sections shall be effective as of October 28, 2019 (in each case, as applicable, the “Effective Date”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware

This Agreement, made and entered into as of the day of [ ], 2014 (“Agreement”), by and between Paycom Software, Inc., a Delaware corporation (“Company”), and [ ] (“Indemnitee”):

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RESTRICTED STOCK AWARD AGREEMENT MARKET-BASED VESTING PAYCOM SOFTWARE, INC.
Restricted Stock Award Agreement • October 6th, 2016 • Paycom Software, Inc. • Services-prepackaged software
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CREDIT AGREEMENT dated as of July 29, 2022 among PAYCOM SOFTWARE, INC., as Holdings PAYCOM PAYROLL, LLC, as the Borrower CERTAIN SUBSIDIARIES OF HOLDINGS PARTY HERETO, as the Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as...
Credit Agreement • August 2nd, 2022 • Paycom Software, Inc. • Services-prepackaged software • New York

CREDIT AGREEMENT (this “Agreement”) dated as of July 29, 2022 among PAYCOM PAYROLL, LLC, a Delaware limited liability company (the “Borrower”), PAYCOM SOFTWARE, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF MONTREAL AND ALL SUBSIDIARIES, PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF AMERICA, N.A., SUMITOMO MITSUI BANKING CORPORATION and TRUIST BANK, as Co-Documentation Agents.

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RESTRICTED STOCK AWARD AGREEMENT TIME-BASED VESTING PAYCOM SOFTWARE, INC.
Restricted Stock Award Agreement • April 21st, 2016 • Paycom Software, Inc. • Services-prepackaged software
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RESTRICTED STOCK AWARD AGREEMENT TIME-BASED VESTING
Restricted Stock Award Agreement • February 18th, 2021 • Paycom Software, Inc. • Services-prepackaged software
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RESTRICTED STOCK UNIT AWARD AGREEMENT PERFORMANCE-BASED VESTING PAYCOM SOFTWARE, INC.
Restricted Stock Unit Award Agreement • April 5th, 2024 • Paycom Software, Inc. • Services-prepackaged software
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JOINDER TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 22nd, 2016 • Paycom Software, Inc. • Services-prepackaged software • Delaware

This Joinder (the “Joinder”), to the Amended and Restated Stockholders Agreement, dated as of March 10, 2014, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

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RESTRICTED STOCK AWARD AGREEMENT MARKET-BASED VESTING (EXECUTIVE) PAYCOM SOFTWARE, INC.
Restricted Stock Award Agreement • February 5th, 2020 • Paycom Software, Inc. • Services-prepackaged software
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RESTRICTED STOCK AWARD AGREEMENT PAYCOM SOFTWARE, INC.
Restricted Stock Award Agreement • March 31st, 2014 • Paycom Software, Inc. • Services-prepackaged software • Oklahoma
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NONQUALIFIED STOCK OPTION AGREEMENT PAYCOM SOFTWARE, INC.
Nonqualified Stock Option Agreement • March 30th, 2015 • Paycom Software, Inc. • Services-prepackaged software • Delaware
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STOCK AWARD AGREEMENT PAYCOM SOFTWARE, INC.
Stock Award Agreement • February 7th, 2024 • Paycom Software, Inc. • Services-prepackaged software
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • New York

REGISTRATION RIGHTS AGREEMENT, dated as of December 30, 2013, by and among Paycom Software, Inc. (the “Company”), Paycom Payroll, LLC, Welsh, Carson, Anderson & Stowe X, L.P., WCAS Management Corporation, WCAS Capital Partners IV, L.P., WCAS Paycom Holdings, Inc. (“WCAS”), each of the Persons listed on the signature pages attached hereto (the “Other Investors”) and each other Person who executes a joinder hereto (collectively with WCAS and the Other Investors, the “Holders,” and each a “Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in Section 1.

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RESTRICTED STOCK AWARD AGREEMENT MARKET-BASED VESTING (CEO) PAYCOM SOFTWARE, INC.
Restricted Stock Award Agreement • November 23rd, 2020 • Paycom Software, Inc. • Services-prepackaged software
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REAL PROPERTY PURCHASE AGREEMENT
Real Property Purchase Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Oklahoma

THIS REAL PROPERTY PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of October, 2013 by and between Kilpatrick Partners, L.L.C., an Oklahoma limited liability company (“Seller”) and Paycom Payroll, LLC, a Delaware limited liability company (“Purchaser”).

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SECURITIES PURCHASE AND CONTRIBUTION AGREEMENT
Securities Purchase and Contribution Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AND CONTRIBUTION AGREEMENT (as from time to time amended, supplemented or modified, this “Agreement”), dated as of April 3, 2012, is entered into by and among (i) Paycom Payroll Holdings, LLC, a Delaware limited liability company (“Holdings”), (ii) WCAS Capital Partners IV, L.P., a Delaware limited partnership (“WCAS CP IV”), and (iii) WCAS CP IV Blocker, Inc., a Delaware corporation (the “Unit Purchaser”). Capitalized terms used and not defined elsewhere in this Agreement have the meanings provided for them in Article I hereof.

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JOINDER TO REGISTRATION RIGHTS AGREEMENT
Joinder to Registration Rights Agreement • November 6th, 2015 • Paycom Software, Inc. • Services-prepackaged software • New York

This Joinder (the “Joinder”), to the Registration Rights Agreement, dated as of December 30, 2013, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

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RELEASE AND AWARD CANCELLATION AND ACCELERATION AGREEMENT
Release and Award Cancellation and Acceleration Agreement • April 5th, 2024 • Paycom Software, Inc. • Services-prepackaged software

This RELEASE AND AWARD CANCELLATION AND ACCELERATION AGREEMENT (this “Agreement”) is entered into by and between Paycom Software, Inc., a Delaware corporation (the “Company”), and Holly Faurot (the “Participant”), effective as of April 4, 2024 (the “Cancellation Date”).

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PAYCOM SOFTWARE, INC. STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 21st, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware

This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of January 1, 2014 (the “Effective Date”) by and among (i) Paycom Software, Inc., a Delaware corporation (the “Company”), (ii) Welsh, Carson, Anderson & Stowe X, L.P., a Delaware limited partnership (“WCAS”), (iii) WCAS Management Corporation, a Delaware corporation (“WCASM”), (iv) WCAS Capital Partners, IV, L.P., a Delaware limited partnership (“CP IV”), (v) Chad Richison (“Richison”), (vi) Shannon Rowe (“Rowe”), (vii) William Kerber (“Kerber”), (viii) Jeff York (“York”), (ix) Robert Levenson (“Levenson”), (x) the ELK II 2012 Descendants’ Trust u/a dated December 26, 2012 (“ELK Trust”), (xi) the SLY II 2012 Descendants’ Trust u/a dated December 26, 2012 (“SLY Trust”), (xii) Lenox Capital Group, LLC (“Lenox”), (xiii) Richard Aiello (“Aiello” and, together with Richison, Rowe, Kerber, York, WCAS, WCASM, CP IV, Levenson, ELK Trust, SLY Trust and Lenox, the “Initial Stockholders”) and (xi) each holder of Stockholder Shares acquired

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WCAS PAYCOM HOLDINGS, INC. 14% Note Due April 3, 2017
14% Note • February 14th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware

WCAS Paycom Holdings, Inc., a Delaware corporation (the “Issuer”), for value received, hereby promises to pay to Welsh, Carson, Anderson & Stowe X, L.P., a Delaware limited partnership, or its registered assigns (collectively, the “Holder”), the principal sum of forty-six million one hundred ninety two thousand eight hundred ninety three dollars and forty cents ($46,192,893.40) with interest thereon on the terms and conditions set forth herein.

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Chad Richison
Executive Employment Agreement • February 7th, 2024 • Paycom Software, Inc. • Services-prepackaged software
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SEVERANCE AND RELEASE agreement
Severance Agreement • August 1st, 2024 • Paycom Software, Inc. • Services-prepackaged software

This Severance and Release Agreement (this “Agreement”) is entered into by and among Paycom Payroll, LLC (“Employer”) and Paycom Software, Inc. (“Paycom Software”) (Employer and Paycom Software are collectively referenced as, the “Company”) and Christopher G. Thomas (“Employee”). The Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties.”

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AGREEMENT AND PLAN OF MERGER by and among Paycom Payroll Holdings, LLC, as Holdco, Paycom Payroll, LLC, as the Company, and Paycom Payroll Merger Sub, LLC, as Merger Sub Dated as of April 3, 2012
Merger Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 3rd day of April, 2012, by and among (i) Paycom Payroll, LLC, a Delaware limited liability company (the “Company”), (ii) Paycom Payroll Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Holdco”), and (iii) Paycom Payroll Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdco (“Merger Sub”).

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LOAN AGREEMENT between KIRKPATRICK BANK, an Oklahoma banking association, as Lender, and PAYCOM PAYROLL, LLC, a Delaware limited liability company, as Borrow
Loan Agreement • November 3rd, 2016 • Paycom Software, Inc. • Services-prepackaged software • Oklahoma

THIS LOAN AGREEMENT is made and entered into effective as of (but not necessarily on) August 2, 2016 (the “Effective Date”), by and between KIRKPATRICK BANK, an Oklahoma banking association (“Lender”), and PAYCOM PAYROLL, LLC, a Delaware limited liability company (“Borrower”).

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SECOND LOAN MODIFICATION AGREEMENT
Second Loan Modification Agreement • August 8th, 2014 • Paycom Software, Inc. • Services-prepackaged software

THIS SECOND LOAN MODIFICATION AGREEMENT (“Agreement”) is made and entered into effective as of June 17, 2014 (the “Effective Date”), by and between KIRKPATRICK BANK, an Oklahoma banking (“Lender), and PAYCOM PAYROLL, LLC, a Delaware limited liability company (“Borrower”), with reference to the following:

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AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 7th, 2015 • Paycom Software, Inc. • Services-prepackaged software • New York

This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement, dated as of December 30, 2013 (the “Registration Rights Agreement”), by and among Paycom Software, Inc., Paycom Payroll, LLC, Welsh, Carson, Anderson & Stowe X, L.P., WCAS Management Corporation, WCAS Capital Partners IV, L.P., WCAS Paycom Holdings, Inc., each of the Persons listed on the signature pages attached to the Registration Rights Agreement and each other Person who executed a joinder thereto, is entered into as of May 13, 2015. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.

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SECOND LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • November 3rd, 2016 • Paycom Software, Inc. • Services-prepackaged software

THIS SECOND LOAN MODIFICATION AGREEMENT (“Agreement”) is made and entered into effective as of August 2, 2016 (the “Effective Date”), by and between KIRKPATRICK BANK, an Oklahoma banking (“Lender), and PAYCOM PAYROLL, LLC, a Delaware limited liability company (“Borrower”), with reference to the following:

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JOINDER TO REGISTRATION RIGHTS AGREEMENT
Joinder to Registration Rights Agreement • February 22nd, 2016 • Paycom Software, Inc. • Services-prepackaged software • New York

This Joinder (the “Joinder”), to the Registration Rights Agreement, dated as of December 30, 2013, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

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RESTRICTED STOCK AWARD AGREEMENT TIME-BASED VESTING (EXECUTIVE) PAYCOM SOFTWARE, INC.
Restricted Stock Award Agreement • May 4th, 2023 • Paycom Software, Inc. • Services-prepackaged software
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