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, 2010Merger 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.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • December 20th, 2010 • Paychex Inc • Services-engineering, accounting, research, management • New York
THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”), by and between DELBERT HUMENIK (“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 entered into on October 25, 2010 and becomes effective as described in paragraph 15 below.
