Paycom Software, Inc. (Form: 8-K, Received: 04/05/2024 16:08:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 1, 2024

Paycom Software, Inc.

(Exact name of registrant as specified in its charter)

     Delaware
(State or other jurisdiction 
of incorporation)

     001-36393
(Commission 
File Number)

     80-0957485
(IRS Employer 
Identification No.)

    

     7501 W. Memorial Road, Oklahoma City, Oklahoma
(Address of principal executive offices)

     73142
(Zip Code)

Registrant’s telephone number, including area code: (405) 722-6900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PAYC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2024, the Board of Directors of Paycom Software, Inc. (the “Company”) appointed Amy Walker to serve as Executive Vice President of Sales. In this position, Ms. Walker is responsible for leading and managing the Company’s sales organization.

Ms. Walker has been with the Company for nearly 14 years and has served in various senior leadership roles within the Company’s sales organization since November 2016, including as a Regional Vice President of Sales and most recently as Executive Vice President of Outside Sales. Previously, Ms. Walker was a Sales Manager from January 2012 to November 2016 and Executive Sales Representative from June 2010 to January 2012. She earned her bachelor’s degree in marketing from Missouri State University.

In her new role, Ms. Walker’s annual base salary is $517,000. In connection with her promotion, the Company granted to Ms. Walker an award (the “Walker Award”) of 4,000 target performance-based restricted stock units (the “Target Units”), subject to the terms and conditions of the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “2023 LTIP”) and a Restricted Stock Unit Award Agreement – Performance-Based Vesting (the “PSU Award Agreement”), which provides for performance-based vesting based on achievement of revenue performance goals for the performance period that began January 1, 2024 and ends December 31, 2024. Pursuant to the PSU Award Agreement, 75% of the Target Units will vest if the threshold performance level is achieved, 100% of the Target Units will vest if the target performance level is achieved and 125% of the Target Units will vest if the maximum performance level is achieved. Consistent with the terms of a bonus program established prior to Ms. Walker’s promotion, she is eligible to receive a 2024 cash bonus of $600,000, payable in four quarterly installments. Effective April 4, 2024, the Company and Ms. Walker entered into a letter agreement (the “Walker Letter Agreement”) setting forth certain terms of Ms. Walker’s continued employment and the compensation she is to receive in her new role, including but not limited to her annual base salary, the Walker Award and her cash bonus opportunity for 2024, each as described above. The foregoing descriptions of the terms of the PSU Award Agreement and the Walker Letter Agreement are not complete and are qualified in their entirety by reference to the full text of the PSU Award Agreement and the Walker Letter Agreement, respectively. A form of the PSU Award Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. A copy of the Walker Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.

Holly Faurot, the Company’s former Chief Sales Officer, will transition to a non-employee consulting role. In connection with this transition, Ms. Faurot entered into an Independent Consultant and Services Agreement (the “Consulting Agreement”) with the Company’s wholly owned subsidiary, Paycom Payroll, LLC (“Paycom”), and a Release and Award Cancellation and Acceleration Agreement (the “Release Agreement”) with the Company, each dated April 4, 2024.

Pursuant to the Consulting Agreement, Ms. Faurot will provide Paycom with her client success expertise and knowledge, and general business consulting. The term of the Consulting Agreement commenced on April 4, 2024 and will continue for a term of 12 months (the “Consulting Term”), during which time Ms. Faurot will be paid $42,557 per month (the “Fees”). The Consulting Agreement includes customary confidentiality provisions and includes non-solicitation provisions applicable during the Consulting Term and for 24 months following termination for any reason. Pursuant to the Consulting Agreement, Ms. Faurot agreed that, during the Consulting Term, she will notify Paycom at least 10 days prior to providing services to, or on behalf of, any Related Business (as defined in the Consulting Agreement). The Consulting Agreement is terminable by Paycom (i) immediately upon written notice to Ms. Faurot if Ms. Faurot materially breaches the Consulting Agreement (including failure to provide notice as described in the preceding sentence) and (ii) immediately upon written notice to Ms. Faurot if she notifies Paycom of her intent to provide services to or on behalf of any Related Business. In the event of termination of the Consulting Agreement by Paycom as described in the preceding sentence, Paycom will be entitled to reimbursement of the Fees paid to Ms. Faurot.

Pursuant to the Release Agreement, Ms. Faurot agreed to (i) the cancellation of certain unvested equity incentive awards previously granted under the Paycom Software, Inc. 2014 Long-Term Incentive Plan and under the 2023 LTIP and (ii) a release of claims against the Company and its successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, agents, fiduciaries, and employee benefit plans. Specifically, the Release Agreement provides for the cancellation of (i) 30,370 unvested shares of restricted stock, (ii) 5,902 unvested restricted stock units and (iii) 10,782 unvested performance-based restricted stock units. As consideration for the cancellation of the specified unvested equity incentive awards and the release of claims, the Company accelerated vesting of 3,000 shares of time-based restricted stock previously granted to Ms. Faurot under the 2023 LTIP, effective April 4, 2024.

The foregoing descriptions of the terms of the Consulting Agreement and the Release Agreement are not complete and are qualified in their entirety by reference to the full text of the Consulting Agreement and the Release Agreement, respectively, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.3 and Exhibit 10.4, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 2, 2024, the Company issued a press release announcing the appointment of Amy Walker as Executive Vice President of Sales. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit


10.1		Form of Restricted Stock Unit Award Agreement – Performance-Based Vesting.

10.2		Letter Agreement, by and between Paycom Software, Inc. and Amy Walker, dated April 4, 2024.

10.3		Independent Consultant and Services Agreement, by and between Paycom Payroll, LLC and Holly Faurot, dated April 4, 2024.

10.4		Release and Award Cancellation and Acceleration Agreement, by and between Paycom Software, Inc. and Holly Faurot, dated April 4, 2024.

99.1		Press release issued April 2, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	PAYCOM SOFTWARE, INC.


Date: April 5, 2024	By:	/s/ Craig E. Boelte
	Name:	Craig E. Boelte
	Title:	Chief Financial Officer

RESTRICTED STOCK UNIT AWARD AGREEMENT

PERFORMANCE-BASED VESTING

PAYCOM SOFTWARE, INC.

2023 LONG-TERM INCENTIVE PLAN

Award of Performance-Based Restricted Stock Units. Pursuant to the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Paycom Software, Inc., a Delaware corporation (the “Company”), the Company grants to

________________________

(the “Participant”)

an Award of performance-based Restricted Stock Units (“PSUs”) in accordance with Section 6.6 of the Plan, subject to the terms and conditions of the Plan and this Restricted Stock Unit Award Agreement – Performance-Based Vesting (this “Agreement”). The target number of PSUs granted under this Agreement is [_____________] ([_____]) units (the “Target Units”), with a maximum number of PSUs granted under this Agreement being [_____________] ([_____]) units (all such units being referred to herein as, the “Awarded Units”). Each Awarded Unit shall be a notional share of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a share of Common Stock at any time. The “Date of Grant” of this Award is ____________, 202__.

Subject to Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. To the extent the terms of the Plan are inconsistent with the provisions of the Agreement, this Agreement shall control. This Agreement is subject to any rules promulgated pursuant to the Plan by the Board or the Committee and communicated to the Participant in writing. Unless otherwise defined herein, the capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan.

Vesting of Awarded Units. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall become vested on the applicable Vesting Date (as defined on Exhibit A, attached hereto), based on the achievement of the performance goals and the terms and conditions set forth in Exhibit A, and rounded up or down to the nearest whole unit (the “Performance Vesting Conditions”). Any Awarded Units which have become vested pursuant to the terms of this Agreement are collectively referred to herein as “Vested PSUs,” and any Awarded Units that, at the particular time of determination, have not become vested in accordance with this Agreement shall be collectively referred to herein as “Non-Vested PSUs.”

Forfeiture of Awarded Units. Except as otherwise provided in Section 3 and Exhibit A, upon the Participant’s Termination of Service for any reason, the Participant shall be deemed to have forfeited all of the Participant’s Non-Vested PSUs. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Non-Vested PSUs shall cease and terminate, without any further obligations on the part of the Company.

Conversion of Vested PSUs; Payment. Subject to Section 25 and Section 26 hereof, any Awarded Units that vest in accordance with Section 3 and become Vested PSUs shall be converted into shares of Common Stock and paid to the Participant (or in the event of the Participant’s death, to the Participant’s estate) on, or as soon as reasonably practicable after, the applicable Vesting Date (but in any event, within thirty (30) days of the date on which the Awarded Units vest and become Vested PSUs).

Dividend Equivalents. If any dividends or other distributions are paid with respect to the shares of Common Stock underlying the Awarded Units while the Awarded Units are outstanding, (i) the dollar amount or Fair Market Value of such dividends or distributions with respect to the number of shares of Common Stock then underlying the Awarded Units shall be credited to a bookkeeping account and held (without interest) by the Company for the account of the Participant until the date the Awarded Units become Vested PSUs and are converted and paid; and (ii) such dividend equivalents withheld pursuant to clause (i) attributable to any Awarded Units shall be distributed to such Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividend equivalents, if applicable, upon the date such Awarded Units become Vested PSUs and are converted and paid. Such dividend equivalents shall be subject to the same vesting and forfeiture provisions as the Awarded

Units to which they relate. Any accrued amounts with respect to Non-Vested PSUs shall be forfeited upon any forfeiture of the related Non-Vested PSUs.

No Fractional Shares. Awarded Units may be converted only with respect to full shares, and no fractional share of Common Stock shall be issued.

Nonassignability. This Award and the Awarded Units are not assignable or transferable by the Participant, except by will or by the laws of descent and distribution.

Rights of a Stockholder. The Participant will have no rights of a stockholder with respect to any shares of Common Stock covered by this Agreement until the registration of such shares in the Participant’s name for the shares of Common Stock issued upon the conversion of Vested PSUs. The Awarded Units shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in Section 6 and Section 10 hereof, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of such shares of Common Stock. The Participant, by his or her execution of this Agreement, agrees to execute any documents requested by the Company in connection with the issuance of shares of Common Stock upon the conversion of Vested PSUs.

10.

Adjustment to Number of Awarded Units. The number of shares of Common Stock covered by the Awarded Units shall be subject to adjustment in accordance with Articles 11-13 of the Plan.

11.

Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.

12.

Participant’s Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that the Company will not be obligated to issue any shares of Common Stock to the Participant hereunder, if the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any such determination by the Company shall be final, binding, and conclusive. The rights and obligations of the Company and the rights and obligations of the Participant are subject to all Applicable Laws.

13.

Investment Representation. Unless the shares of Common Stock issued upon the conversion of Vested PSUs are issued to the Participant in a transaction registered under applicable federal and state securities laws, by his or her execution hereof, the Participant represents and warrants to the Company that all Common Stock which may be acquired hereunder will be acquired by the Participant for investment purposes for his or her own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Common Stock issued upon the conversion of Vested PSUs is issued to him or her in a transaction registered under the applicable federal and state securities laws, all certificates issued with respect to the Common Stock shall bear an appropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities laws or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required.

14.

Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his or her review by the Company and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

15.

Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

16.

No Right to Continue Service or Employment. Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Contractor or as an Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at any time.

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17.

Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

18.

Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that are set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

19.

Entire Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement, or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.

20.

Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein.

21.

Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A (as defined below). Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.

22.

Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

23.

Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

24.

Notice. Any notice required or permitted to be delivered hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third (3rd) day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Notices must be sent to the respective parties at the following addresses (or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith:

Notice to the Company shall be addressed and delivered as follows:

Paycom Software, Inc.

7501 W. Memorial Rd.

Oklahoma City, OK 73142

Attn: Chief Financial Officer

Notice to the Participant shall be addressed and delivered as set forth on the signature page.

25.

Section 409A. The Award is intended to be exempt from or comply with the requirements of Section 409A of the Code and the rules and regulations issued thereunder (“Section 409A”) and shall be construed accordingly. Notwithstanding any other provision of this Agreement or the Plan to the contrary, with respect to any payments and benefits to which Section 409A applies, if the Participant is a “specified employee,” within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable during the six-month period immediately

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following the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six (6) months following the Participant’s separation from service or the Participant’s death. It is intended that each conversion and settlement of shares of Common Stock to be delivered under this Agreement shall be treated as a separate payment for purposes of Section 409A.

26.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 26, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company shall, prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion of Vested PSUs to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any shares of Common Stock by the Company’s withholding of a number of shares to be delivered upon the conversion of such Vested PSUs, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead permit the satisfaction of the tax withholding obligation (A) by the delivery of cash to the Company in an amount that equals the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required tax withholding payment; or (C) any combination of (A), (B), or the Net Settlement of Shares. The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant; provided, however, if the Participant is a “specified employee” as defined in Section 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 25 above, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Participant’s Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six (6) months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

* * * * * * * * * *

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his or her consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.

COMPANY:

Paycom Software, Inc.


By:
Name:
Title:

PARTICIPANT:


By:
Name:
Title:

Exhibit A

Performance Vesting Conditions


Performance Period:	___________, 202_ – ___________, 202_ (the “Performance Period”).
Performance Goal:	For the Performance Period, the Awarded Units shall vest based on the total revenues of the Company and its Subsidiaries as reported in a publicly disseminated report relating to the Company’s financial results for the Performance Period (the “Total Revenues”) (the “Performance Goal”).
Vesting Date:	The “Performance Vesting Date” shall be the date on which the Committee determines for the Performance Period, the actual achievement of the Performance Goal, which shall occur in the calendar year following the end of the Performance Period, but in no event later than sixty (60) days following the end of the Performance Period, provided that, except as provided below, the Participant is employed by or providing services to the Company on Performance Vesting Date. For purposes of this Agreement, each and any of the Performance Vesting Date, the Death/Disability Vesting Date (as defined below), and the CIC Termination Vesting Date (as defined below), shall be a “Vesting Date”.
Vesting Schedule:	The Awarded Units will be eligible to vest based on the Total Revenues, as set forth below. The Committee shall determine the Total Revenues for the Performance Period, and shall determine the payout percentage, if any, of the Awarded Units (the “Revenue Payout Percentage”), that will vest and become Vested PSUs, as set forth below:


Performance Level (Total Revenues)	Revenue Payout Percentage / Vested PSUs
Less than $[______]	0% of the Awarded Units
Threshold: Equal to or greater than $[______], but less than $[______]	75% of the Target Units
Target: Equal to or greater than $[______], but less than $[______]	100% of the Target Units
Maximum: Equal to or greater than $[______]	125% of the Target Units


	If the threshold performance level (i.e., at least $[______] in Total Revenues) is not met, then none of the Awarded Units shall vest, and all Awarded Units shall be forfeited. The number of Awarded Units that shall vest and become Vested PSUs shall be based on reaching the relevant performance level above, and there will be no interpolation for achievement between performance levels.
Death / Total and Permanent Disability:	Notwithstanding the foregoing, upon the occurrence of a Termination of Service due to the Participant’s death or Total and Permanent Disability prior to the Performance Vesting Date, all unvested Awarded Units shall become fully vested as of the date of such Termination of Service (the “Death/Disability Vesting Date”).
Retirement:	Notwithstanding the foregoing, in the event of the Participant’s Termination of Service due to Retirement prior to the Performance Vesting Date, the Awarded Units shall remain outstanding and eligible for vesting on the Performance Vesting Date based on the actual achievement of each Performance Goal, and pro-rated based on a fraction, determined by the number of completed days of service from the Date of Grant through the date of Retirement over the total number of days in the Performance Period. Any Awarded Units that do not vest

A-1


	on the Performance Vesting Date shall terminate and be forfeited as of the Performance Vesting Date.
Termination of Service without Cause or for Good Reason (without a Change in Control):	Notwithstanding the foregoing, in the event of the Participant’s Termination of Service by the Company without Cause (as defined below) or by the Participant for Good Reason (as defined below) prior to the Performance Vesting Date, the Awarded Units shall remain outstanding and eligible for vesting on the Performance Vesting Date based on the actual achievement of the Performance Goal, and pro-rated based on a fraction, determined by the number of completed days of service from the Date of Grant through the date of the Participant’s Termination of Service over the total number of days in the Performance Period. Any Awarded Units that do not vest on the Performance Vesting Date shall terminate and be forfeited as of the Performance Vesting Date.
Termination of Service without Cause or for Good Reason (in Connection with or after a Change in Control):	Notwithstanding the foregoing, in the event of the Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason in connection with or during the twelve (12) month period immediately following the consummation of a Change in Control but prior to the Performance Vesting Date, all unvested Awarded Units shall become fully vested as of the date of such Termination of Service (the “CIC Termination Vesting Date”).
Definitions:	For purposes of this Exhibit A, the following capitalized terms used herein shall have the same meanings set forth below: “Cause” shall mean: with respect to the Participant, any of the following: (a) the repeated failure of the Participant to perform such duties as are lawfully requested by (i) either Co-Chief Executive Officer or (ii) the Board of Directors, (b) the failure by the Participant to observe all reasonable, lawful material policies of the Company and its Subsidiaries applicable to the Participant and communicated to the Participant in writing, (c) any action or omission constituting gross negligence or willful misconduct of the Participant in the performance of his or her duties, (d) the material breach by the Participant of any provision of the Participant’s employment or the breach by the Participant of any non‑competition, non‑solicitation or similar restrictive agreement with the Company or any of its Subsidiaries, (e) any act or omission by the Participant constituting fraud, embezzlement, disloyalty or dishonesty with respect to the Company or its Subsidiaries, (f) the use by the Participant of illegal drugs or repetitive abuse of other drugs or repetitive excess consumption of alcohol interfering with the performance of the Participant’s duties, or (g) the commission by the Participant of any felony or of a misdemeanor involving dishonesty, disloyalty or moral turpitude. “Good Reason” shall mean: a Termination of Service by the Participant due to (a) any material reduction by the Company in the Participant’s base salary without the Participant’s prior consent; or (b) following a Change in Control, any change in the Participant’s status, reporting, duties or position that represents a demotion or diminution from the Participant’s status, reporting, duties or position in effect before such Change in Control. The Participant shall not be deemed to have been terminated for Good Reason unless the Participant delivers to the Company a written notice of termination for Good Reason specifying the alleged Good Reason within thirty (30) days after the Participant first learns of the existence of the circumstances giving rise to Good Reason, within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and the Participant resigns within fifteen (15) days after the end of the cure period. “Retirement” shall mean the Participant’s Termination of Service solely due to retirement upon or after attainment of age sixty-five (65), or permitted early retirement as determined by the Committee.

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Amy (Vickroy) Walker

Via E-Mail

April 4, 2024

Dear Amy,

We are very pleased about your recent appointment to the position of Executive Vice President of Sales of Paycom Software, Inc. (“Paycom”) and its subsidiaries (collectively, the “Company”), reporting to the Co-Chief Executive Officers of the Company. Your employment in this role is subject to the terms and conditions set forth in this letter. This letter supersedes and replaces the prior offer letter provided to you in January of this year with respect to your prior position of Executive Vice of President of Outside Sales (the “Prior Letter”).

The effective date of your appointment to the position of Executive Vice President of Sales was April 1, 2024 (your “Start Date”). By signing below, you confirm you understand and agree to the changes in your employment. This letter does not constitute an employment contract and does not alter the at-will employment relationship.

Effective beginning on the Company’s next regularly scheduled payroll date following the Start Date, you will be paid an annualized base salary of $517,000.00, payable bi-weekly in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions as required by law.

For the 2024 calendar year only, you will continue to be eligible for the $600,000 annual bonus as outlined in the Prior Letter and reproduced below. The 2024 annual bonus will be paid in arrears quarterly as follows:

•

Q1 payable April 15, 2024: $150,000

•

Q2 payable July 15, 2024: $150,000

•

Q3 payable October 15, 2024: $150,000

•

Q4 payable January 15, 2025: $150,000

You must be employed by the Company and in the position of Executive Vice President of Sales (or in either (i) a substantially commensurate position with a similar level of duties and responsibilities, even if your title is different, or (ii) a position that the Compensation Committee (as defined below) deems to represent a promotion from Executive Vice President of Sales) on each bonus payment date to be eligible for each quarterly bonus payment.

Beginning in 2025, you will be eligible for an annual bonus pursuant to the Paycom Software, Inc. Annual Incentive Plan. The performance criteria and potential payouts for the 2025 annual bonus and bonuses thereafter will be determined by the Compensation Committee of Paycom’s Board of Directors (the “Compensation Committee”).

Subject to approval by the Compensation Committee, effective on or as soon as practicable following your Start Date, and subject to your execution of an “Award Cancellation and Release Agreement” (a copy of which is attached hereto as “Exhibit A”), in exchange for the cancellation and termination of the award of 3,000 performance-based shares of restricted stock previously granted to you on February 23, 2024 pursuant to the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “LTIP”) and that certain Restricted Stock Award Agreement – Performance-Based Vesting (Net Booked Sales) by and between Paycom and you (the “Prior RS Award”), Paycom will grant to you an award of up to 5,000 performance-based restricted stock units, subject to performance-based vesting based on “Total Revenues” performance goals for the 2024 performance period, provided that you are employed by or otherwise providing services to the Company through the applicable vesting date (the “New PSU Award”). The award agreement for the New PSU Award shall be substantially in the form attached hereto as “Exhibit B” (the “PSU Award Agreement”). The New PSU Award shall be subject to the terms and conditions of the LTIP and the PSU Award Agreement, including any restrictions on transfer of the awarded units and any forfeiture provisions in the event of a termination of your employment.

While we anticipate a mutually beneficial relationship with you, the Company recognizes your right to terminate this relationship at any time. Similarly, we reserve the same right to alter, modify, or terminate this employment relationship at will at any time with or without notice or cause.

This letter reflects the entire understanding regarding the terms of your employment with the Company with the exception of (a) your agreement to the Company’s corporate and personnel policies, (b) the Paycom Payroll, LLC Employee Non-Competition and Non-Solicitation Agreement, signed by you on or about the date hereof, (c) the Paycom Payroll, LLC Employee Intellectual Property Assignment, Confidentiality, and Class Action Waiver Agreement signed by you on or about the date hereof, (d) Paycom’s Incentive-Based Compensation Recovery Agreement for executive officers and (e) other than the Prior RS Award, any previously granted award agreements under the LTIP or the Paycom Software, Inc. 2014 Long-Term Incentive Plan (including but not limited to the clawback and forfeiture provisions therein). Accordingly, with those exceptions, this letter supersedes and replaces any prior oral or written communication on the subject of your employment by Paycom in any capacity (including the Prior Letter). By signing this letter, you agree that you are not relying on, have not relied on, and you specifically disavow reliance on, any oral or written statement, representation, or inducement relating to your employment that is not contained in this letter.

If you have any questions about the above details, please call me immediately. To evidence your acceptance of these terms, please sign below and return this letter agreement to me.

Yours sincerely,

PAYCOM SOFTWARE, INC.

     /s/ Craig E. Boelte

    

     Name: Craig E. Boelte

    

     Title: Chief Financial Officer

    

ACCEPTED AND AGREED:

     /s/ Amy (Vickroy) Walker

    

     Amy (Vickroy) Walker

    

     April 4, 2024

    

     Date

    

INDEPENDENT CONSULTANT AND SERVICES AGREEMENT

This Independent Consultant and Services Agreement (this “Agreement”) is made and entered into this 4th day of April, 2024 (the “Effective Date”) and is by and between Holly Faurot (“Consultant”), XXXXXXXXXXX, and Paycom Payroll, LLC, a Delaware limited liability company (“Paycom”) located at 7501 W. Memorial Road, Oklahoma City, Oklahoma 73142. Consultant and Paycom are referred to herein collectively as the “Parties” and each individually as a “Party”.

SERVICES.

1.1

Paycom hereby engages Consultant, and Consultant hereby accepts such engagement, as an independent contractor to provide certain services to Paycom on the terms and conditions set forth in this Agreement, and as further described in Statements of Work that may be proposed and approved by the Parties in writing (“SOW”). Any such approved SOW shall be incorporated herein by reference.

1.2

Consultant shall provide to Paycom business and technology consulting services, including the services provided in any applicable SOW (the “Services”).

1.3

Statement of Work No. 1 is attached to this Agreement and adopted and incorporated by reference herein.

TERM. Unless otherwise terminated sooner, the term of this Agreement shall commence as of the Effective Date and shall continue for a period of 12 months thereafter (the “Term”); provided, however, that this Agreement shall remain in full force and effect with respect to (a) any Creative Works in accordance with Section 5 and any Confidential Information received or retained by the Consultant in accordance with Section 6, in perpetuity until all Creative Works and Confidential Information are legally within the public domain. Additionally, various other provisions of this Agreement may survive the expiration or termination of this Agreement, as provided for in Section 11 hereof.

FEES AND EXPENSES.

3.1

The total fees for the Services provided by Consultant shall be as set forth in each applicable SOW executed by the Parties hereunder (“Fees”). The Fees are exclusive of any federal, state, or local sales or use taxes, or any other taxes or fees assessed on, or in connection with, any of the Services rendered herein. Consultant shall be solely responsible for all federal, state, and local taxes, as set out in Section 4.2.

3.2

Unless otherwise specified in the SOW, Consultant is solely responsible for any travel or other costs or expenses incurred by Consultant in connection with the performance of the Services, and in no event shall Paycom reimburse Consultant for any such costs or expenses.

RELATIONSHIP OF THE PARTIES.

4.1

Consultant is an independent contractor of Paycom, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Consultant and Paycom for any purpose. Consultant has no authority (and shall not hold itself out as having authority) to bind Paycom, and Consultant shall not make any agreements or representations on Paycom's behalf without Paycom’s prior written consent.

4.2

Without limiting Section 4.1, Consultant will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Paycom to its employees (except in the capacity of a dependent of another Paycom employee, if applicable), and Paycom will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on Consultant’s behalf. Consultant shall be responsible for, and shall indemnify Paycom against, all such taxes or contributions, including penalties and

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interest. Any persons employed or engaged by Consultant in connection with the performance of the Services shall be Consultant’s employees or contractors, and Consultant shall be fully responsible for them. In addition, Consultant shall defend, indemnify, and hold harmless Paycom against any claims made by or on behalf of any such employee or contractor.

WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, drawings, illustrations, characters, text, layout, designs, ideas, digital files, or any other works or other information (collectively, the “Creative Works”) Consultant develops in whole or in part in connection with this Agreement shall be the exclusive property of Paycom. To the extent any Creative Works qualify as a work made for hire, authorship vests in Paycom. If the work does not qualify as a work made for hire, then Consultant hereby assigns all right, title, and interest to Paycom of any such Creative Works authored by Consultant, in whole or in part, in connection with this Agreement during the Term. Consultant agrees that Consultant has no ownership, rights, title, or interest in the Creative Works, nor will Consultant challenge Paycom’s ownership, rights, title, or interest in the Creative Works and its right to register intellectual property rights, and use or license the Creative Works at its sole discretion. Consultant agrees to execute any documents attesting to this that may be necessary for registering copyright or trademark rights with the U.S. or other governments. Consultant agrees that Consultant does not hold any copyright, trademark or other intellectual property interest in the Creative Works, including any changes, derivations, or substantially similar artwork, designs, or writings related to the Creative Works.

CONFIDENTIALITY. For purposes of this Section 6, any reference to Paycom in its capacity as a Party shall include Paycom’s affiliated entities. “Confidential Information” means any or all information, whether of a business, financial, technical, engineering, economic, or other nature, and regardless of the form in which it is communicated or maintained, relating to a Party (or in regard to Paycom, Paycom’s affiliated entities or Paycom’s clients), including all draft or final documents, term sheets, sketches, technical layouts, data extraction processes, data transfer processes, drawings, raw footage, edited or final videos, marketing materials, branding strategies, reports, analysis, electronic data interchange files, file feeds, naming conventions, user access information, compilations, information security plans, disaster recovery plans, algorithms, business logic, business plans, client lists, information technology structure and hardware, trade secrets and unpublished patent applications, software development tools and documentation, information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing Party when given to the receiving Party and/or information and data provided by the disclosing Party, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary; Consultant and Paycom acknowledge that in the course of performing under this Agreement or future agreements between the parties, each Party may learn Confidential Information concerning the other Party or third parties to whom the other Party has an obligation of confidentiality. Each Party will restrict the use of all Confidential Information to those purposes necessary for the performance under this Agreement. During the term of this Agreement and thereafter, each Party will safeguard against disclosure of Confidential Information to third parties, using the same degree of care to prevent disclosure as it uses to protect its own information of like importance, but at least reasonable care. Each Party may make only the minimum number of copies of any Confidential Information required to carry out the purpose of this Agreement.

The aforementioned obligations set forth in this section shall not apply with respect to any information that (a) was in the receiving Party's possession or was known to it prior to its receipt from the disclosing Party, (b) is independently developed by the receiving Party without access to or the utilization of Confidential Information of the disclosing Party, (c) is or becomes public knowledge, lawfully, without fault of the receiving Party; or (d) is or becomes available on an unrestricted basis to the receiving Party from a source other than the disclosing Party not under any obligation to keep such information confidential.

Except as otherwise expressly provided herein, upon termination or expiration of this Agreement, each Party will return to the other Party or, to the extent technically feasible, destroy all Confidential Information provided pursuant to this Agreement and all copies, notes, diagrams, and all other material containing any portion of such Confidential Information, unless such Confidential Information is otherwise licensed to such Party by separate written agreement. Upon a Party’s written request, a responsible officer of the other Party will certify in writing that requirements herein have been complied with by such other Party. The Parties’ obligations with respect to Confidential Information will continue during and for so long as the receiving Party retains such Confidential Information. Consultant understands and agrees that this section is a material provision of this Agreement and that any breach of this Section shall be a material breach of this Agreement.

REPRESENTATIONS AND WARRANTIES.

7.1

Consultant represents and warrants to Paycom that:

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(a)

Consultant has the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of Consultant’s obligations in this Agreement and any related SOW;

(b)

Consultant’s entering into this Agreement with Paycom and Consultant’s performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Consultant is subject;

(c)

Consultant has the required skill, experience, and qualifications to perform the Services, Consultant shall perform the Services in a professional and workmanlike manner in accordance with the best standards for similar services, and Consultant shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;

(d)

Consultant shall perform the Services in compliance with all applicable federal, state, and local laws and regulations;

(e)

Paycom will receive good and valid title to any Creative Works or deliverables, free and clear of all encumbrances and liens of any kind;

(f)

unless prior notice is provided to Paycom and unless prior written consent is obtained from Paycom, Consultant shall not use any other person, organization or entity to assist Consultant with Consultant’s provision of the Services, including with the Consultant’s contributions to any Creative Works or deliverables; and all such Creative Works contributed to by Consultant shall be the exclusive creation of Consultant, unless advance written consent is obtained from Paycom; and

(g)

all Creative Works or deliverables are and shall be Consultant’s original work (except for material in the public domain or provided by Paycom) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.

7.2

Paycom hereby represents and warrants to Consultant that:

(a)

it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

(b)

the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.

INDEMNIFICATION.

8.1

Consultant shall defend, indemnify, and hold harmless Paycom and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:

(a)

Consultant’s acts or omissions in connection to this Agreement;

(b)

Consultant’s, or its employees or contractors, negligence, gross negligence, or willful misconduct;

(c)

bodily injury, illness, or death of Consultant, or its employees or contractors; and

(d)

Consultant’s breach of any representation, warranty, or obligation under this Agreement.

AFFIRMATIVE NOTICE OBLIGATION AS TO ACTIVITIES TO BE PERFORMED BY CONSULTANT ON BEHALF OF ANY COMPETITOR. For purposes of this subsection, a “Related Business” is defined as any person, organization or entity (a) that is directly or indirectly engaged in the business of (i) payroll processing, (ii) human capital management software-as-a-service, (iii) background check services; (iv) accounting services or accounting software; (v) human capital management services or (vi) or that considers itself or which may be considered by Paycom as a direct or indirect competitor of Paycom. Consultant agrees that, during the term of this Agreement, at least ten (10) days prior to performing any services to or on behalf of any Related Business(es), whether such

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provision or performance of such service is performed in any capacity including as agent, employee, independent contractor, director, officer or vendor, Consultant agrees to provide Paycom with advance written notice that Consultant intends to provide or perform services to a Related Business. Consultant understands and agrees that this section is a material provision of this Agreement and that any breach of this Section shall be a material breach of this Agreement.

10.

TERMINATION.

10.1

Paycom may terminate this Agreement, effective immediately upon written notice to Consultant, if Consultant materially breaches this Agreement. In the event of termination pursuant to this clause, Paycom shall be entitled to reimbursement of the Fees paid to Consultant.

10.2

Paycom may terminate this Agreement, effective immediately upon written notice to Consultant, if Consultant provides any notice to Paycom pursuant to Consultant’s obligations under Section 9 hereof, or if Consultant engages in any of the activities described in Section 9 hereof. In the event of termination pursuant to this clause, Paycom shall be entitled to reimbursement of the Fees paid to Consultant.

10.3

Upon expiration or termination of this Agreement for any reason, or at any other time upon Paycom's written request, Consultant shall within seven (7) days after such expiration, termination or written request:

(a)

deliver to Paycom all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Consultant’s use by Paycom;

(b)

deliver to Paycom all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Confidential Information;

(c)

permanently erase all of the Confidential Information from Consultant’s computer systems; and

(d)

certify in writing to Paycom that Consultant has complied with the requirements of this clause.

11.

SURVIVAL. The terms and conditions of this Section 11 and Section 4, Section 5, Section 6, Section 7, Section 8, Section 12, Section 13, Section 14 and Section 15 shall survive the expiration or termination of this Agreement.

12.

ASSIGNMENT. Consultant shall not assign any rights, or delegate or subcontract any obligations, or delegate any performance, under this Agreement without Paycom’s prior written consent. Any assignment or delegation in violation of the foregoing shall be deemed null and void. Paycom may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.

13.

NONSOLICITATION of PAYCOM’S EMPLOYEES. During the Term and for an additional period of 24 months following termination for any reason, Consultant shall not, directly or indirectly, actively or inactively, solicit the employees or independent contractors of Paycom to become employees or independent contractors of another person or business. Consultant understands and agrees that this section is a material provision of this Agreement and that any breach of this Section shall be a material breach of this Agreement.

14.

NONSOLICITATION of PAYCOM’S CUSTOMERS. During the Term of this Agreement and for an additional period of 24 months following termination for any reason, Consultant shall not directly solicit the sale of goods, services or a combination of goods and services from the established customers of Paycom. Consultant understands and agrees that this section is a material provision of this Agreement and that any breach of this Section shall be a material breach of this Agreement.

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15.

MISCELLANEOUS.

15.1

Consultant shall not export, directly or indirectly, any technical data acquired from Paycom, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.

15.2

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the relevant Party at the address set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), or email (with confirmation of receipt by the receiving Party), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving Party has received the Notice; and (b) the Party giving the Notice has complied with the requirements of this Section.

15.3

This Agreement, collectively with (a) any other documents incorporated herein by reference, including any SOW, and (b) Release and Award Cancellation and Acceleration Agreement between Paycom Software, Inc. and Consultant, dated on or about the Effective Date constitute the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter; provided that the Employee Confidentiality, Non-Disparagement, Non-Disclosure, Proprietary Information and Indemnification Agreement signed by Consultant on February 21, 2018 and the Employee Non-Solicitation Agreement, dated February 21, 2018 shall survive and continue in full force and effect in accordance with their respective terms.

15.4

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by authorized representatives of each Party hereto, and any of the terms thereof may be waived, only by a written document signed by authorized representatives of each Party to this Agreement or, in the case of waiver, by the Party or Parties waiving compliance.

15.5

This Agreement shall be governed by the laws of the State of Oklahoma. With respect to any claim arising out of this Agreement, each Party irrevocably submits to the exclusive jurisdiction and exclusive venue of the courts of the State of Oklahoma, or the United States District Court, located in Oklahoma County, Oklahoma. To the maximum extent permitted by law, each party hereby waives a trial by jury of any dispute between them.

15.6

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15.7

Consultant acknowledges and agrees that Paycom’s trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks, and slogans are the sole and exclusive property of Paycom. Consultant is not authorized to and shall not use, nor shall Consultant in any manner cause others to use, any of Paycom’s trademarks, tradenames, service marks, logos, other names and/or marks, and/or related product and service names, design marks, and/or slogans in any advertising, any publicity, any forum, any social media, or in any other manner, without the prior written consent of Paycom. Unless otherwise required by law or regulation, Consultant agrees that neither Consultant nor its then-current representatives (including its then-current members, managers, officers, and/or personnel) shall make any public statements or cause or encourage others to make, or allow to remain available for viewing, any public statement regarding Paycom, its business practices, its officers, its directors, its products, its services, and/or its employees. Consultant acknowledges and agrees that this prohibition extends to statements made to the public generally and/or any grouping of individuals, including but not limited to, the news media, the internet, social media platforms, investors, potential investors, industry associations, industry conferences, industry publications, and/or seminars. Consultant understands and agrees that this section is a material provision of this Agreement and that any breach of this Section shall be a material breach of this Agreement, and that Paycom would be irreparably harmed by violation of this Section. The prohibition on non-private statements contained herein does not apply to internal communications entirely among Consultant’s own personnel relating to Paycom, Paycom’s products, Paycom’s services or Consultant’s experiences with Paycom’s personnel, products or services.

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15.8

This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


Paycom Payroll, LLC		Consultant
By:	/s/ Craig E. Boelte	By:	/s/ Holly Faurot
Name:	Craig E. Boelte	Name:	Holly Faurot, individually
Title:	Chief Financial Officer

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Statement of Work No. 1

Consultant shall be available to Paycom on an “as needed” basis to provide Paycom with Consultant’s client success expertise and knowledge, and general business consulting. These services shall include gathering and analyzing data and providing support and training.

For the Services provided for in this Statement of Work No. 1, during the Term of this Agreement, Consultant shall receive compensation of $42,557 per month, payable on or before the 10th day of each month (the “Fee”), in arrears each month.

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RELEASE AND AWARD CANCELLATION AND ACCELERATION AGREEMENT

This RELEASE AND AWARD CANCELLATION AND ACCELERATION AGREEMENT (this “Agreement”) is entered into by and between Paycom Software, Inc., a Delaware corporation (the “Company”), and Holly Faurot (the “Participant”), effective as of April 4, 2024 (the “Cancellation Date”).

WHEREAS, the Company previously sponsored and maintained the Paycom Software, Inc. 2014 Long-Term Incentive Plan (the “2014 LTIP”), and currently sponsors and maintains the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “2023 LTIP”);

WHEREAS, (i) pursuant to the 2014 LTIP and (A) that certain Restricted Stock Award Agreement – Time-Based Vesting, dated January 30, 2020 (the “2020 RS Award Agreement”), the Company previously granted to Ms. Faurot an award of 1,480 time-based shares of restricted stock (the “2020 RS Award”), under which 370 shares remain unvested and outstanding, and (B) that certain Restricted Stock Unit Award Agreement – Performance-Based Vesting (the “2022 PSU Award Agreement”), dated February 7, 2022, the Company previously granted to Ms. Faurot an award of 8,346 target performance-based restricted stock units (the “2022 PSU Award”), under which 6,260 target units remain unvested and outstanding; and (ii) pursuant to the 2023 LTIP and (A) that certain Restricted Stock Unit Award Agreement – Time-Based Vesting (Executive), dated May 2, 2023 (the “2023 RSU Award Agreement”), the Company previously granted to Ms. Faurot an award of 2,070 time-based restricted stock units (the “2023 RSU Award”), under which 1,380 units remain unvested and outstanding; (B) that certain Restricted Stock Award Agreement – Time-Based Vesting (Executive), dated May 2, 2023 (the “2023 RS Award Agreement”), the Company previously granted to Ms. Faurot an award of 40,000 time-based shares of restricted stock, under which 33,000 shares remain unvested and outstanding (the “2023 RS Award”); (C) that certain Restricted Stock Unit Award Agreement – Time-Based Vesting (Executive), dated March 1, 2024 (the “2024 RSU Award Agreement”), the Company previously granted to Ms. Faurot an award of 4,522 time-based restricted stock units (the “2024 RSU Award”), all of which remain unvested and outstanding; and (D) that certain Restricted Stock Unit Award Agreement – Performance-Based Vesting, dated March 1, 2024 (the “2024 PSU Award Agreement”), the Company previously granted to Ms. Faurot an award of 4,522 performance-based restricted stock units (the “2024 PSU Award”), all of which remain unvested and outstanding (the agreements identified in clauses (i) and (ii), collectively, the “Faurot Award Agreements”);

WHEREAS, the Participant’s employment with the Company and its subsidiaries will terminate effective on the Cancellation Date;

WHEREAS, as of immediately prior to the Cancellation Date, 33,370 total shares of time-based restricted stock previously granted to Ms. Faurot under the Faurot Award Agreements remain unvested and outstanding (the “Unvested Shares”);

WHEREAS, as of immediately prior to the Cancellation Date, 5,902 total time-based restricted stock units previously granted to Ms. Faurot under the Faurot Award Agreements remain unvested and outstanding (the “Unvested RSUs”);

WHEREAS, as of immediately prior to the Cancellation Date, 10,782 total performance-based restricted stock units previously granted to Ms. Faurot under the Faurot Award Agreements remain unvested and outstanding (the “Unvested PSUs” and, collectively with the Unvested Shares and the Unvested RSUs, the “Unvested Incentives”); and

WHEREAS, in exchange for the consideration described below, the Company and the Participant desire to cancel all of the Unvested Incentives (excluding the Accelerated Shares (as defined below), constituting a portion of the 2023 RS Award) as of the Cancellation Date, so that on and after the Cancellation Date, all Unvested Incentives (excluding the Accelerated Shares) and the Faurot Award Agreements shall be cancelled, terminated, and of no further force or effect.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

Consideration; Accelerated Shares. Provided that the Participant complies with this Agreement, in consideration of (a) the Participant’s execution of this Agreement and promises herein, including, without limitation, the release of claims against the Company set forth in Section 3, and (b) the Participant’s agreement to cancel certain Unvested Incentives (as set forth in Section 2 below) and any other rights, obligations and liabilities of the Company granting the Participant the right to acquire shares of Company common stock or other ownership interests of the Company in connection with such Unvested Incentives, the Company agrees to accelerate the vesting of 3,000 Unvested Shares originally granted pursuant to the 2023 RS Award Agreement (the “Accelerated Shares”), effective as of the Cancellation Date.

Cancellation of Unvested Incentives. In exchange for the consideration described in Section 1 above, the Participant hereby agrees that each of the following shall be cancelled, terminated, and of no further force or effect, effective on the Cancellation

Date: (a) the 2020 RS Award, the 2020 RS Award Agreement and the Unvested Shares granted thereunder; (b) the 2022 PSU Award, the 2022 PSU Award Agreement and the Unvested PSUs granted thereunder; (c) except with respect to the Accelerated Shares, the 2023 RS Award, the 2023 RS Award Agreement and the Unvested Shares granted thereunder; (d) the 2023 RSU Award, the 2023 RSU Award Agreement and the Unvested RSUs granted thereunder; (e) the 2024 RSU Award, the 2024 RSU Award Agreement and the Unvested RSUs granted thereunder; and (f) the 2024 PSU Award, the 2024 PSU Award Agreement and the Unvested PSUs granted thereunder (clauses (a)-(f), collectively, the “Cancelled Incentives”). Neither the Company nor the Participant shall have any further rights or obligations with respect to the Cancelled Incentives or under the Faurot Award Agreements as it relates to the Unvested Incentives (with the exception of the Accelerated Shares), or with respect to any shares of common stock of the Company that could have been acquired under the Faurot Award Agreements with respect to the Unvested Incentives (with the exception of the Accelerated Shares).

Release. Effective as of the Cancellation Date, and in exchange for the consideration provided to the Participant in this Agreement, the Participant (for herself and her heirs, successors and assigns) unconditionally and irrevocably releases and discharges the Company and its successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors, employees, agents, fiduciaries, and employee benefit plans (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, choses in action, obligations, remedies, suits, damages, and liabilities in connection with or arising from (i) the reduction of her rights to acquire shares of Company common stock pursuant to the 2023 RS Award; (ii) the forfeiture of any rights to acquire securities of the Company pursuant to the Cancelled Incentives and the shares of Company common stock issuable thereunder; (iii) Participant’s hiring or employment with the Company; (iv) the discontinuation of the Participant’s employment with the Company; or (v) this Agreement (collectively, the “Released Claims”), whether now known or unknown, arising from common law, statute or in equity, which the Participant or the Participant’s successors, heirs, or assigns ever had, have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date of this Agreement. Such Released Claims include, without limitation, claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and fair dealing, fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, discrimination, retaliation, harassment and claims arising under any laws that prohibit age, sex, sexual orientation, race, national origin, color, disability, religion, veteran, workers’ compensation or any other form of discrimination, harassment, or retaliation, including, without limitation, claims under the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Oklahoma Anti-Discrimination Act, the Oklahoma Standards for Workplace Drug and Alcohol Testing Act, Oklahoma medical marijuana laws, retaliation under the Administrative Workers’ Compensation Act and the Oklahoma Workers’ Compensation Act, Oklahoma public policy, Oklahoma’s Genetic Non-Discrimination in Employment Act, any statute or laws of the State of Oklahoma, any other similar or equivalent federal, state or local laws, any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute, law or ordinance, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Except as required by law, the Participant agrees never to commence or aid any action or proceeding against the Released Parties based on any of the Released Claims. Notwithstanding the foregoing, this release shall not apply to any of the Company’s obligations under this Agreement.

No Interference. Nothing in this Agreement is intended to interfere with the Participant’s right to report possible violations of federal, state or local law or regulation to any governmental or law enforcement agency or entity, or to make other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. The Participant further acknowledges that nothing in this Agreement is intended to interfere with the Participant’s right to file a claim or charge with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC”), any state human rights commission, or any other government agency or entity. However, by executing this Agreement, the Participant hereby waives the right to recover any damages or benefits in any proceeding the Participant may bring before the EEOC, any state human rights commission, or any other government agency or entity or in any proceeding brought by the EEOC, any state human rights commission, or any other government agency or entity on the Participant’s behalf with respect to any of the Released Claims; except that the Participant does not waive any right to, and shall not be precluded from seeking, any government issued award including any whistleblower award pursuant to Section 21F of the Securities Exchange Act of 1934 or similar provision.

No Admission of Liability. This Agreement shall not in any way be construed as an admission by the Company or the Participant of any acts of wrongdoing or violation of any statute, law, or legal right. Rather, the parties to this Agreement specifically deny and disclaim that either has any liability to the other.

Further Assurances. Each party to this Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement.

Representations and Warranties. The Participant hereby represents and warrants to the Company that: (a) there are no restrictions on the cancellation of the Cancelled Incentives, (b) the Participant has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby, and (c) this Agreement constitutes the legal, valid, and binding obligation of the Participant, enforceable against the Participant in accordance with its terms. The Participant has read and understood this Agreement and is entering into this Agreement voluntarily. The Participant agrees that this Agreement provides good and valuable consideration for the Participant’s agreements contained herein.

Miscellaneous.

a. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

b. Parties Bound. The terms, provisions, representations, warranties, covenants, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

c. Entire Agreement. This Agreement contains the entire understanding of the parties to this Agreement with respect to the subject matter contained in this Agreement and supersedes all prior agreements and understandings among the parties with respect to such subject matter, including, without limitation, the Faurot Award Agreements. For the avoidance of doubt, this Agreement does not supersede (i) the Independent Consultant and Services Agreement between the Participant and Paycom Payroll, LLC, dated on or about the Cancellation Date, (ii) the Employee Confidentiality, Non-Disparagement, Non-Disclosure, Proprietary Information and Indemnification Agreement signed by the Participant on February 21, 2018, and (iii) the Non-Solicitation Agreement signed by the Participant on February 21, 2018.

d. Disclaimer of Reliance. Except for the specific representations expressly made by the Company in this Agreement, the Participant specifically disclaims that the Participant is relying upon or has relied upon on any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. The parties to this Agreement represent that they are relying solely and only on their own judgment in entering into this Agreement.

e. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

f. Execution. This Agreement may be executed in two or more counterparts (including facsimile or portable document (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Agreement and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

* * * * * * * *

[Remainder of Page Intentionally Left Blank

Signature Page Follows.]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence her consent and approval of all the terms hereof, has duly executed this Agreement as of the date above.

COMPANY:

Paycom Software, Inc.


By:	/s/ Craig E. Boelte
Name:	Craig E. Boelte
Title	Chief Financial Officer

PARTICIPANT:

     /s/ Holly Faurot

    

     Signature

    


Name:	Holly Faurot
Address	XXXXXXXX
	XXXXXXXX

Paycom Promotes Amy Walker to Lead Sales

OKLAHOMA CITY (April 2, 2024) — Paycom Software, Inc. (NYSE: PAYC) (“Paycom”), a leading provider of comprehensive, cloud-based human capital management software, announced today that Amy Walker, a nearly 14-year Paycom veteran who has overseen its outside sales team as Executive Vice President of Outside Sales since November 2023, will expand her role to now include emerging markets and client relations. As Executive Vice President of Sales, Walker replaces Holly Faurot who is transitioning from Paycom’s Chief Sales Officer to a consulting role for the company, where she will focus on client success.

“Amy has been a top sales representative, manager and regional vice president,” said Chad Richison, Co-CEO, President and Chairman. “She has been leading the outside sales organization since November of 2023 and the results since she has taken over have been impressive. I am excited to see what she will do in her new role as she leads our sales organization. She’s the ideal leader to continue growing our sales talent to drive Paycom’s growth and long-term stockholder value.”

Walker started as a sales representative in Paycom’s St. Louis office and quickly rose through the ranks in the sales organization. She opened and managed several sales offices and regions prior to her role as Executive Vice President of Outside Sales.

“I am incredibly thankful to have the opportunity to lead our sales organization and build on our momentum,” said Walker. “Paycom’s differentiated, world-class solutions are changing the way businesses and employees operate. I am honored to lead our sales organization as we continue to show businesses how our solutions create more value and ROI than any other HCM product on the market today.”

About Paycom

For 25 years, Paycom Software, Inc. (NYSE:PAYC) has simplified businesses and the lives of their employees through easy-to-use HR and payroll technology to empower transparency through direct access to their data. And thanks to its industry-first solution, Beti®, employees now do their own payroll and are guided to find and fix costly errors before payroll submission. From onboarding and benefits enrollment to talent management and more, Paycom’s software streamlines processes, drives efficiencies and gives employees power over their own HR information, all in a single app. Recognized nationally for its technology and workplace culture, Paycom can now serve businesses of all sizes in the U.S. and internationally.

Media Contact:

Jason Bodin

1-800-580-4505

media@paycom.com