PAYC 10-K Annual Report Dec. 31, 2024 | Alphaminr
Paycom Software, Inc.

PAYC 10-K Fiscal year ended Dec. 31, 2024

PAYCOM SOFTWARE, INC.
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1A. RiprintItem 1B. Unresolved Staff CommentsprintItem 1B. UnresolveprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 3. Legal PprintItem 4. Mine Safety DisclosuresprintItem 4. Mine SafprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 5. Market For Registrant S Common EquiprintItem 6. ReservedprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7. Management S Discussion and Analysis OfprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 7A. Quantitative and QualitatprintItem 8. Financial Statements and Supplementary DataprintItem 8. Financial StatemeprintNote 6 Long-term Debt For Discussion Of Repayment Of Our IndebtednessprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9. Changes in and Disagreements with AccoprintItem 9A. Controls and ProceduresprintItem 9A. ControlprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintItem 9C. Disclosure Regarding FprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 10. Directors, Executive OprintItem 11. Executive CompensationprintItem 11. ExecprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 12. Security Ownership Of Certain BeneficiaprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 13. Certain Relationships and RelprintItem 14. Principal Accounting Fees and ServicesprintItem 14. Principal AccoprintPart IVprintItem 15. Exhibits, Financial Statement SchedulesprintItem 15. Exhibits, FinaprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Paycom Software, Inc. (incorporated by reference to Exhibit 3.1 to the Companys Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014). 3.2 Amended and Restated Bylaws of Paycom Software, Inc. (incorporated by reference to Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on October 31, 2024). 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Companys Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014). 4.2 Description of Securities (incorporated by reference to Exhibit 4.11 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 13, 2020). 10.1+ Form of Indemnification Agreement between Paycom Software, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014). 10.2+ Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014). 10.2.1+ First Amendment to the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 1, 2017, filed with the SEC on May 4, 2017). 10.2.2+ Form of Time-Based Restricted Stock Award Agreement (Non-Executives 2021) under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2.12 to the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021). 10.2.3+ Form of Market-Based Restricted Stock Award Agreement (Non-Executives 2021) under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2.13 to the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021). 10.2.4+ Form of Restricted Stock Unit Award Agreement Performance-Based Vesting under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 10, 2021, filed with the SEC on February 17, 2021). 10.3+ Paycom Software, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Companys Registration Statement on Form S-8 dated May 1, 2023, filed with the SEC on May 1, 2023). 10.3.1+ Form of Restricted Stock Unit Award Agreement Time-Based Vesting (Executive) under the Paycom Software, Inc. 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 4, 2023). 10.3.2+ Form of Restricted Stock Award Agreement Time-Based Vesting (Executive) under the Paycom Software, Inc. 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 4, 2023). 10.3.3+ Form of Restricted Stock Unit Award Agreement Performance-Based Vesting under the Paycom Software, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024). 10.3.4+ Form of Stock Award Agreement under the Paycom Software, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024). 10.3.5+ Form of Restricted Stock Unit Award Agreement Performance-Based Vesting under the Paycom Software, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024). 10.4+ Second Amended and Restated Executive Employment Agreement by and between Paycom Software, Inc. and Chad Richison, dated March 9, 2020 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on April 30, 2020). 10.4.1 Unanimous Written Consent of the Compensation Committee of the Board of Directors of Paycom Software, Inc. dated October 28, 2019 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on October 31, 2019). 10.4.2+ Letter Agreement, by and between Paycom Software, Inc. and Chad Richison, dated February 7, 2024 (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024). 10.5+ Amended and Restated Executive Employment Agreement by and between Paycom Software, Inc. and Craig E. Boelte, dated March 9, 2020 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on April 30, 2020). 10.6+ Letter Agreement, by and between Paycom Software, Inc. and Christopher G. Thomas, dated February 7, 2024 (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024). 10.7+ Offer Letter by and between Paycom Software, Inc. and Jason D. Clark, dated November 17, 2023 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated November 17, 2023, filed with the SEC on November 21, 2023). 10.8+ Severance and Release Agreement, by and among Paycom Software, Inc., Paycom Payroll, LLC and Christopher G. Thomas, dated May 29, 2024 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 1, 2024). 10.9+ Letter Agreement, by and between Paycom Software, Inc. and Amy Walker, dated April 4, 2024 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024). 10.10+ Independent Consultant and Services Agreement, by and between Paycom Payroll, LLC and Holly Faurot, dated April 4, 2024 (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024). 10.11+ Release and Award Cancellation and Acceleration Agreement, by and between Paycom Software, Inc. and Holly Faurot, dated April 4, 2024 (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024). 10.12+ Letter Agreement, by and among Paycom Software, Inc., Paycom Payroll, LLC and Randy Peck, dated May 30, 2024 (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 1, 2024). 10.13+ Paycom Software, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated May 5, 2015, filed with the SEC on May 8, 2015). 10.13.1+ First Amendment to Paycom Software, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.6.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 14, 2019). 10.14 Paycom Software, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 5, 2015, filed with the SEC on May 8, 2015). 10.15 Credit Agreement, dated July 29, 2022, by and among Paycom Software, Inc., Paycom Payroll, LLC, certain other subsidiaries of Paycom Software, In. as guarantors, JPMorgan Chase Bank, N.A., as a lender, swingline lender, and issuing bank, the lenders party thereto, and JPMorgan Chase Bank, N.A. as the administrative agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated July 29, 2022, filed with the SEC on August 2, 2022). 10.15.1 Amendment No. 1 to Credit Agreement, dated May 17, 2023, by and among Paycom Software, Inc., Paycom Payroll, LLC, certain other subsidiaries of Paycom Software, Inc. as guarantors, JPMorgan Chase Bank, N.A., as a lender, swingline lender, and issuing bank, the lenders party thereto, and JPMorgan Chase Bank, N.A. as the administrative agent (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 3, 2023). 10.15.2 Amendment No. 2 to Credit Agreement, dated July 28, 2023, by and among Paycom Software, Inc., Paycom Payroll, LLC, certain other subsidiaries of Paycom Software, Inc. as guarantors, JPMorgan Chase Bank, N.A., as a lender, swingline lender and issuing bank, the other lenders party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated July 28, 2023, filed with the SEC on August 1, 2023). 19.1* Paycom Software, Inc. Insider Trading Policy. 21.1* List of subsidiaries of the Company. 23.1* Consent of Independent Registered Public Accounting Firm. 31.1* Certification of the Chief Executive Officer of the Company, pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Paycom Software, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 15, 2024).