0001193125-21-129839 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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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

PRIDE PARENT, INC. REGISTRATION RIGHTS AGREEMENT
Registration 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 PLAN
Restricted Stock Unit Agreement • April 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

NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE PAYCOR HCM, INC. 2021 OMNIBUS INCENTIVE PLAN
Nonqualified Stock Option Agreement • April 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

INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE PAYCOR HCM, INC. 2021 OMNIBUS INCENTIVE PLAN
Incentive Stock Option Agreement • April 26th, 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

EMPLOYMENT AGREEMENT
Employment 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”).

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