Paycor HCM, Inc. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 6th, 2022 • Paycor Hcm, Inc. • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Paycor HCM, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”). [In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”).] [The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”] The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional Underwriters listed on Schedule 1 other than you, the representatives as used herein shall mean you, as Underwriters, a
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 26th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] between Paycor HCM, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lead Arranger, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, PRIDE GUARANTOR, INC., as Holdings, PRIDE MERGER SUBSIDIARY,...Credit Agreement • April 26th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 2, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger and bookrunner (in such capacity, together with its successors and assigns in such capacity, “Lead Arranger”), PRIDE GUARANTOR, INC., a Delaware corporation (“Holdings”), PAYCOR, INC., a Delaware corporation (“Paycor”), PRIDE MERGER SUBSIDIARY, INC., a Delaware corporation (“Merger Sub”), which upon consummation of the Closing Acquisition, shall be merged with and into
CREDIT AGREEMENT Dated as of June 11, 2021 among PAYCOR, INC., as the Borrower, PRIDE GUARANTOR, INC., as Holdings,Credit Agreement • July 12th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 11, 2021, among PAYCOR, INC., a Delaware corporation (the “Borrower”), PRIDE GUARANTOR, INC., a Delaware corporation (“Holdings”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
PRIDE PARENT, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 29, 2020 among (i) Pride Parent, Inc., a Delaware corporation (the “Company”), (ii) each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), (iii) each Person who owns shares of Series A Preferred Stock listed on the signature pages under the caption “Preferred Holders” or who executes a Joinder as a “Preferred Holder” (collectively, the “Preferred Holders”) and (iv) each Person who executes a Joinder as an “Other Investor” (the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE PAYCOR HCM, INC. 2021 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • July 26th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Paycor HCM, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Paycor HCM, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 26th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2021, by and among Paycor HCM, Inc., a Delaware corporation (the “Company”) and Pride Aggregator, L.P., a Delaware limited partnership (“Pride Aggregator”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE PAYCOR HCM, INC. 2021 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • June 29th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Paycor HCM, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Paycor HCM, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE PAYCOR HCM, INC. 2021 OMNIBUS INCENTIVE PLANIncentive Stock Option Agreement • June 29th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Paycor HCM, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Paycor HCM, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 3rd, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • New York
AMENDMENT NO. 1, dated as of September 3, 2021 (this “Amendment”), to the Credit Agreement, dated as of June 11, 2021 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”), among PAYCOR, INC., a Delaware corporation (the “Borrower”), PRIDE GUARANTOR, INC., a Delaware corporation (“Holdings”), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”) and each lender from time to time party thereto, by and among the Borrower, Holdings, the other Loan Parties, each Additional Lender party hereto, the L/C Issuer, the Swing Line Lender and the Administrative Agent. Terms defined in the Amended Credit Agreement and used herein shall have the meanings given to them in the Amended Credit Agreement unless otherwise defined herein.
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE PAYCOR HCM, INC. 2021 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • July 26th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Paycor HCM, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Paycor HCM, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE PAYCOR HCM, INC. 2021 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • July 26th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Paycor HCM, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Paycor HCM, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2021 • Paycor Hcm, Inc. • Services-prepackaged software • Delaware
This Employment Agreement (this “Agreement”) by and between Paycor HCM, Inc., a Delaware corporation (the “Company”), and [•] (“Employee”) is entered into as of the closing of the Company’s initial public offering (the “Effective Date”), and amends and restates in its entirety that certain Employment Agreement by and between Employee and Paycor, Inc. (“Paycor”), dated as of [•] (the “Prior Agreement”).
