Paycom Software, Inc. Sample Contracts

Paycom Software, Inc. – FIRST AMENDMENT TO THE (February 14th, 2019)

This FIRST AMENDMENT TO THE PAYCOM SOFTWARE, INC. ANNUAL INCENTIVE PLAN (this “Amendment”), dated as of February 13, 2019, is made and entered into by Paycom Software, Inc., a Delaware corporation (the “Company”).  Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Paycom Software, Inc. Annual Incentive Plan (the “Plan”).

Paycom Software, Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT AND LOAN PARTIES’ CONSENT (September 14th, 2018)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND LOAN PARTIES’ CONSENT (the “First Amendment”) is entered into effective the 7th day of September 2018, by and among PAYCOM PAYROLL, LLC (the “Borrower”), PAYCOM SOFTWARE, INC., WCAS PAYCOM HOLDINGS, INC., WCAS CP IV BLOCKER, INC., PAYCOM BENEFITS, LLC, and PAYCOM PAYROLL HOLDINGS, LLC (collectively, the “Loan Parties”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Sole Bookrunner, Sole Lead Arranger and Lender (the “Administrative Agent”), BANK OF AMERICA, N.A. and KIRKPATRICK BANK (each, a “Lender” and collectively with the Administrative Agent, the “Lenders”).

Paycom Software, Inc. – REVOLVING CREDIT AGREEMENT dated as of February 12, 2018 among PAYCOM PAYROLL, LLC, as Borrower The other LOAN PARTIES party hereto The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ___________________________ JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger (May 3rd, 2018)

REVOLVING CREDIT AGREEMENT dated as of February 12, 2018 (as it may be amended or modified from time to time, this “Agreement”), among PAYCOM PAYROLL, LLC, as Borrower, the other LOAN PARTIES party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Paycom Software, Inc. – REAL ESTATE MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING (with Power of Sale) (February 14th, 2018)

THIS REAL ESTATE MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING (hereinafter referred to as this "Mortgage") is made effective this 7th day of December, 2017, by Paycom Payroll, LLC, a Delaware limited liability company, having an address of 7501 West Memorial Road, Oklahoma City, Oklahoma, 73142 (hereinafter referred to as "Mortgagor"), in favor of JPMORGAN CHASE BANK, N.A., having a mailing address at 210 W. Park Avenue, 27th Floor, Oklahoma City, OK 73102 ("Mortgagee"), in its capacity as agent and mortgagee for the Secured Parties (as hereinafter defined).

Paycom Software, Inc. – TERM CREDIT AGREEMENT dated as of December 7, 2017 among PAYCOM PAYROLL, LLC, as Borrower The other LOAN PARTIES party hereto The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger (February 14th, 2018)

TERM CREDIT AGREEMENT dated as of December 7, 2017 (as it may be amended or modified from time to time, this “Agreement”), among PAYCOM PAYROLL, LLC, as Borrower, the other LOAN PARTIES party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Paycom Software, Inc. – FIRST AMENDMENT TO THE PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (May 4th, 2017)

This FIRST AMENDMENT TO THE PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (this “Amendment”), dated as of March 28, 2017, is made and entered into by Paycom Software, Inc., a Delaware corporation (the “Company”), subject to approval by the Company’s stockholders. Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Paycom Software, Inc. 2014 Long-Term Incentive Plan (the “Plan”).

Paycom Software, Inc. – RESTRICTED STOCK AWARD AGREEMENT TIME AND MARKET-BASED VESTING PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (April 27th, 2017)
Paycom Software, Inc. – RESTRICTED STOCK AWARD AGREEMENT TIME AND MARKET-BASED VESTING (EXECUTIVES) PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (April 27th, 2017)
Paycom Software, Inc. – PROMISSORY NOTE (November 3rd, 2016)
Paycom Software, Inc. – LOAN AGREEMENT between KIRKPATRICK BANK, an Oklahoma banking association, as Lender, and PAYCOM PAYROLL, LLC, a Delaware limited liability company, as Borrow (November 3rd, 2016)

THIS LOAN AGREEMENT is made and entered into effective as of (but not necessarily on) August 2, 2016 (the “Effective Date”), by and between KIRKPATRICK BANK, an Oklahoma banking association (“Lender”), and PAYCOM PAYROLL, LLC, a Delaware limited liability company (“Borrower”).

Paycom Software, Inc. – SECOND LOAN MODIFICATION AGREEMENT (November 3rd, 2016)

THIS SECOND LOAN MODIFICATION AGREEMENT (“Agreement”) is made and entered into effective as of August 2, 2016 (the “Effective Date”), by and between KIRKPATRICK BANK, an Oklahoma banking (“Lender), and PAYCOM PAYROLL, LLC, a Delaware limited liability company (“Borrower”), with reference to the following:

Paycom Software, Inc. – AMENDMENT TO LOAN AGREEMENT (November 3rd, 2016)

THIS AMENDMENT TO LOAN AGREEMENT (“Agreement”) is made and entered into effective as of _____________________, 2015 (the “Effective Date”), by and between KIRKPATRICK BANK, an Oklahoma banking (“Lender), and PAYCOM PAYROLL, LLC, a Delaware limited liability company (“Borrower”), with reference to the following:

Paycom Software, Inc. – PROMISSORY NOTE (November 3rd, 2016)
Paycom Software, Inc. – RESTRICTED STOCK AWARD AGREEMENT CEO MARKET-BASED VESTING PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (October 6th, 2016)
Paycom Software, Inc. – RESTRICTED STOCK AWARD AGREEMENT TIME AND MARKET-BASED VESTING PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (October 6th, 2016)
Paycom Software, Inc. – RESTRICTED STOCK AWARD AGREEMENT MARKET-BASED VESTING PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (October 6th, 2016)
Paycom Software, Inc. – RESTRICTED STOCK AWARD AGREEMENT TIME AND MARKET-BASED VESTING PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (April 21st, 2016)
Paycom Software, Inc. – RESTRICTED STOCK AWARD AGREEMENT MARKET-BASED VESTING PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (April 21st, 2016)
Paycom Software, Inc. – RESTRICTED STOCK AWARD AGREEMENT TIME-BASED VESTING PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (April 21st, 2016)
Paycom Software, Inc. – RESTRICTED STOCK AWARD AGREEMENT CEO MARKET-BASED VESTING PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (April 21st, 2016)
Paycom Software, Inc. – JOINDER TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (February 22nd, 2016)

This Joinder (the “Joinder”), to the Amended and Restated Stockholders Agreement, dated as of March 10, 2014, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – JOINDER TO REGISTRATION RIGHTS AGREEMENT (February 22nd, 2016)

This Joinder (the “Joinder”), to the Registration Rights Agreement, dated as of December 30, 2013, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – TERMINATION OF STOCKHOLDERS AGREEMENT (January 5th, 2016)

This Termination of Stockholders Agreement, dated as of December 29, 2015 (this “Termination Agreement”), is entered into by and among Paycom Software, Inc., a Delaware corporation (the “Company”) and the undersigned (collectively, the “Terminating Stockholders”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Amended and Restated Stockholders Agreement, dated as of March 10, 2014 (the “Stockholders Agreement”).

Paycom Software, Inc. – 4,500,000 shares PAYCOM SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENT (November 18th, 2015)
Paycom Software, Inc. – JOINDER TO REGISTRATION RIGHTS AGREEMENT (November 6th, 2015)

This Joinder (the “Joinder”), to the Registration Rights Agreement, dated as of December 30, 2013, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – JOINDER TO REGISTRATION RIGHTS AGREEMENT (November 6th, 2015)

This Joinder (the “Joinder”), to the Registration Rights Agreement, dated as of December 30, 2013, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – JOINDER TO REGISTRATION RIGHTS AGREEMENT (November 6th, 2015)

This Joinder (the “Joinder”), to the Registration Rights Agreement, dated as of December 30, 2013, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – JOINDER TO REGISTRATION RIGHTS AGREEMENT (November 6th, 2015)

This Joinder (the “Joinder”), to the Registration Rights Agreement, dated as of December 30, 2013, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – JOINDER TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (November 6th, 2015)

This Joinder (the “Joinder”), to the Amended and Restated Stockholders Agreement, dated as of March 10, 2014, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – JOINDER TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (November 6th, 2015)

This Joinder (the “Joinder”), to the Amended and Restated Stockholders Agreement, dated as of March 10, 2014, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (November 6th, 2015)

This Amendment No. 2 (this “Amendment”) to the Registration Rights Agreement, dated as of December 30, 2013 (as amended from time to time, the “Registration Rights Agreement”), by and among Paycom Software, Inc., Paycom Payroll, LLC, Welsh, Carson, Anderson & Stowe X, L.P., WCAS Management Corporation, WCAS Capital Partners IV, L.P., WCAS Paycom Holdings, Inc., each of the Persons listed on the signature pages attached to the Registration Rights Agreement and each other Person who executed a joinder thereto, is entered into as of September 15, 2015. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.

Paycom Software, Inc. – JOINDER TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (November 6th, 2015)

This Joinder (the “Joinder”), to the Amended and Restated Stockholders Agreement, dated as of March 10, 2014, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – JOINDER TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (November 6th, 2015)

This Joinder (the “Joinder”), to the Amended and Restated Stockholders Agreement, dated as of March 10, 2014, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into by the Company and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Paycom Software, Inc. – 4,500,000 shares PAYCOM SOFTWARE, INC. Common Stock UNDERWRITING AGREEMENT (September 21st, 2015)
Paycom Software, Inc. – AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (August 7th, 2015)

This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement, dated as of December 30, 2013 (the “Registration Rights Agreement”), by and among Paycom Software, Inc., Paycom Payroll, LLC, Welsh, Carson, Anderson & Stowe X, L.P., WCAS Management Corporation, WCAS Capital Partners IV, L.P., WCAS Paycom Holdings, Inc., each of the Persons listed on the signature pages attached to the Registration Rights Agreement and each other Person who executed a joinder thereto, is entered into as of May 13, 2015. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.