EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Oklahoma
This Executive Employment Agreement (“Agreement”) is entered into by and between Paycom Software, Inc. (the “Company”) and Craig Boelte (“Executive”). This Agreement is entered on December 30, 2013 and, other than with respect to Article 7 which shall be effective upon execution of this Agreement by each of the parties hereto, is effective on, and not effective until January 1, 2014 (the “Effective Date”).
RESTRICTED STOCK AWARD AGREEMENT (GENERAL POST-IPO) PAYCOM SOFTWARE, INC.Restricted Stock Award Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENTRegistration 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.
REAL PROPERTY PURCHASE AGREEMENTReal 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”).
SECURITIES PURCHASE AND CONTRIBUTION AGREEMENTSecurities Purchase • 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.
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, 2012Agreement and Plan of Merger • 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”).
PAYCOM SOFTWARE, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of March 10, 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” and, together with Richison, Rowe, Kerber, York, WCAS, WCASM, CP IV, Levenson, ELK Trust and SLY Trust, the “Initial Stockholders”) and (xi) each holder of Stockholder Shares acquired after the date of th
CONTRIBUTION AGREEMENTContribution Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of December, 2013 by and among Paycom Software, Inc, a Delaware corporation (the “Company”) and each of the other parties signatory hereto (each, a “Holder”).
CONTRIBUTION AGREEMENTContribution Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of December, 2013 by and between Welsh, Carson, Anderson & Stowe X, L.P., a Delaware limited partnership (“WCAS X”), WCAS Management Corporation, a Delaware corporation (“WCASM”) and Paycom Software, Inc., a Delaware corporation (the “Company”).
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Oklahoma
THIS RIGHT OF FIRST REFUSAL AGREEMENT dated as of the dates set forth below, between Kilpatrick Partners, L.L.C., an Oklahoma limited liability company (“Seller”), and Paycom Payroll, LLC, a Delaware limited liability company (“Buyer”).
CONTRIBUTION AGREEMENTContribution Agreement • March 10th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of April, 2012 by and between WCAS Capital Partners IV, L.P., a Delaware limited partnership (“CP_IV”), and WCAS CP IV Blocker, Inc., a Delaware corporation (the “Company”).
FORM OF INDEMNIFICATION AGREEMENTForm of 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”):
