Paychex Inc Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • March 21st, 2003 • Paychex Inc • Services-engineering, accounting, research, management • Delaware

This Indemnification Agreement (“Agreement”) is made as of , by and between PAYCHEX, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).

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EXHIBIT 10(h): PAYCHEX, INC. INDEMNIFICATION AGREEMENT WITH WALTER TUREK
Indemnification Agreement • July 20th, 2004 • Paychex Inc • Services-engineering, accounting, research, management • New York
FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • March 28th, 2012 • Paychex Inc • Services-engineering, accounting, research, management • Delaware

This Indemnification Agreement (“Agreement”) is made as of [date], by and between PAYCHEX, INC., a Delaware corporation (the “Company”), and [person’s name] (“Indemnitee”).

PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 13, 2010) FORM OF RESTRICTED STOCK UNIT (SPECIAL RETENTION) AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 15th, 2011 • Paychex Inc • Services-engineering, accounting, research, management • New York
STOCK PURCHASE AGREEMENT BY AND AMONG OASIS OUTSOURCING ACQUISITION CORPORATION, OASIS OUTSOURCING GROUP HOLDINGS, L.P. AND PAYCHEX NORTH AMERICA INC. DATED AS OF NOVEMBER 23, 2018
Stock Purchase Agreement • December 21st, 2018 • Paychex Inc • Services-engineering, accounting, research, management • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 23, 2018, is made by and among Oasis Outsourcing Acquisition Corporation, a Delaware corporation (the “Company”), Oasis Outsourcing Group Holdings, L.P., a Delaware limited partnership (“Seller”), and Paychex North America Inc., a Delaware corporation (“Buyer”). The Company, Seller and Buyer shall be referred to herein from time to time collectively as the “Parties” and each as a “Party”.

PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005) FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (OFFICER)
Non-Qualified Stock Option Award Agreement • July 16th, 2010 • Paychex Inc • Services-engineering, accounting, research, management • New York
PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 13, 2010) FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT(Board)
Non-Qualified Stock Option Award Agreement • July 15th, 2011 • Paychex Inc • Services-engineering, accounting, research, management • New York
Form of Series A Note]
Senior Note Agreement • March 29th, 2019 • Paychex Inc • Services-engineering, accounting, research, management

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and Guarantee Agreement, dated as of January 9, 2019 (as from time to time amended, the “Note Purchase and Guarantee Agreement”), among the Company, Paychex, Inc., a Delaware corporation (the “Parent”), and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase and Guarantee Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.

PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 13, 2010) FORM OF RESTRICTED STOCK AWARD AGREEMENT (BOARD)
Restricted Stock Award Agreement • July 15th, 2011 • Paychex Inc • Services-engineering, accounting, research, management • New York
400,000,000 4.07% Senior Notes, Series A, due March 13, 2026
Note Purchase and Guarantee Agreement • March 29th, 2019 • Paychex Inc • Services-engineering, accounting, research, management • New York

Paychex of New York LLC, a Delaware limited liability company (the “Company”), and Paychex, Inc., a Delaware corporation (the “Parent” and collectively with the Company, the “Obligors”), jointly and severally, agree with each of the Purchasers as follows:

Paychex of New York LLC
Senior Notes Agreement • March 29th, 2019 • Paychex Inc • Services-engineering, accounting, research, management

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and Guarantee Agreement, dated as of January 9, 2019 (as from time to time amended, the “Note Purchase and Guarantee Agreement”), among the Company, Paychex, Inc., a Delaware corporation (the “Parent”), and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase and Guarantee Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.

STOCK PURCHASE PLAN ENGAGEMENT AGREEMENT
Stock Purchase Plan Engagement Agreement • August 10th, 2007 • Paychex Inc • Services-engineering, accounting, research, management • New York

Stock Purchase Plan Engagement Agreement dated as of August 8th, 2007 (this “Agreement”) between Paychex, Inc., a Delaware corporation (the “Company”), and Banc of America Securities LLC (“Broker”), acting as agent for the Company.

TABLE OF CONTENTS
Defined Contribution Master Plan and Trust Agreement • July 30th, 1999 • Paychex Inc • Services-engineering, accounting, research, management
SEPARATION AGREEMENT AND RELEASE
Separation Agreement • September 27th, 2010 • Paychex Inc • Services-engineering, accounting, research, management • New York

THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”), by and between Jonathan J. Judge (“Employee” or “you”) and PAYCHEX, INC. (the “Company”) and its parents, subsidiaries, divisions, affiliates, and/or related business entities, and with respect to each of them, their predecessors, successors and assigns, employee benefit plans or funds, and with respect to each such entity, all of its or their past and/or present shareholders, directors, officers, attorneys, fiduciaries, agents, trustees, administrators, employees and assigns, whether acting on behalf of the Company or in their individual capacities (collectively the “Company”) is made on July 12, 2010.

July 22, 2014 Mr. Efrain Rivera Chief Financial Officer, Senior Vice President and Treasurer Paychex, Inc. Rochester, NY 14626-2396
Letter of Agreement • July 25th, 2014 • Paychex Inc • Services-engineering, accounting, research, management

This will confirm the understanding between Robert W. Baird & Co. Incorporated ("Broker") and Paychex, Inc. (the “Purchaser”) pursuant to which Broker has been appointed by Purchaser as the agent to repurchase, on the behalf of the Purchaser, shares of the Purchaser’s outstanding common stock (the "Securities") in accordance with the following terms and conditions:

PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 14, 2015) PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Performance-Based Restricted Stock Award Agreement • September 8th, 2017 • Paychex Inc • Services-engineering, accounting, research, management • New York
PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005)
2008 Master Restricted Stock Award Agreement • July 18th, 2007 • Paychex Inc • Services-engineering, accounting, research, management • New York
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PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005) FORM OF RESTRICTED STOCK AWARD AGREEMENT (OFFICER)
Restricted Stock Award Agreement • July 16th, 2010 • Paychex Inc • Services-engineering, accounting, research, management • New York
PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 14, 2015) FORM OF PERFORMANCE INCENTIVE AWARD AGREEMENT
Performance Incentive Award Agreement • July 21st, 2017 • Paychex Inc • Services-engineering, accounting, research, management • New York
PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005) AWARD AGREEMENT
Incentive Stock Option Agreement • October 17th, 2005 • Paychex Inc • Services-engineering, accounting, research, management • New York
RECITALS
Employment Agreement • December 21st, 2023 • Paychex Inc • Services-engineering, accounting, research, management • New York

WHEREAS, the Employee previously served as the Senior Vice President and Chief Financial Officer of the Company, and since stepping down from such position, has continued to serve as a senior advisor to the Company; and

PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005)
2008-2009 Officer Performance Incentive Award Agreement • September 5th, 2008 • Paychex Inc • Services-engineering, accounting, research, management • New York
PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005) FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 18th, 2008 • Paychex Inc • Services-engineering, accounting, research, management • New York
PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005)
2007 Master Restricted Stock Unit Award Agreement • July 20th, 2007 • Paychex Inc • Services-engineering, accounting, research, management • New York
POOLED PLAN PROVIDER INDEMNITY AGREEMENT
Indemnification & Liability • February 23rd, 2021 • Paychex Inc • Services-engineering, accounting, research, management • Delaware

This Pooled Plan Provider Indemnification Agreement (“Agreement”) is made as of [date], by and between Paychex, Inc., a Delaware corporation (the “Company”), and [person’s name] (“Indemnitee”).

PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005)
2007 Master Restricted Stock Award Agreement • September 26th, 2006 • Paychex Inc • Services-engineering, accounting, research, management • New York
RECITALS
Indemnification Agreement • July 22nd, 2005 • Paychex Inc • Services-engineering, accounting, research, management • Delaware
PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005) FORM OF OFFICER PERFORMANCE INCENTIVE AWARD AGREEMENT (LONG_TERM)
Officer Performance Incentive Award Agreement • July 16th, 2010 • Paychex Inc • Services-engineering, accounting, research, management • New York
AGREEMENT AND PLAN OF MERGER AMONG PAYCHEX, INC., SUREPAYROLL ACQUISITION CORP., SUREPAYROLL, INC. AND GEORGE P. COLIS AS REPRESENTATIVE OF THE COMPANY STOCKHOLDERS DECEMBER 8, 2010
Merger Agreement • December 20th, 2010 • Paychex Inc • Services-engineering, accounting, research, management • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 8, 2010 by and among Paychex, Inc., a Delaware corporation (“Parent”), SurePayroll Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SurePayroll, Inc., a Delaware corporation (the “Company”), and George P. Colis, an individual (the “Representative”), on behalf of the Company Stockholders.

PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN (as amended and restated effective October 12, 2005)
2007-2008 Officer Performance Incentive Award Agreement • July 18th, 2007 • Paychex Inc • Services-engineering, accounting, research, management • New York
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