PAYC 10-K Annual Report Dec. 31, 2023 | Alphaminr
Paycom Software, Inc.
ALPHAMINR

PAYC 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
PAYCOM SOFTWARE, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1A. RiItem 1B. Unresolved Staff CommentsItem 1B. UnresolveItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 3. Legal PItem 4. Mine Safety DisclosuresItem 4. Mine SafPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common EquiItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitatItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemeNote 6 For Discussion Of Repayment Of Our IndebtednessItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccoItem 9A. Controls and ProceduresItem 9A. ControlItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 9C. Disclosure Regarding FPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OItem 11. Executive CompensationItem 11. ExecItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain BeneficiaItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelItem 14. Principal Accounting Fees and ServicesItem 14. Principal AccoPart IVItem 15. Exhibits, Financial Statement SchedulesItem 15. Exhibits, FinaItem 16. Form 10-k Summary

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 3.1 to the Companys Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 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 and Market-Based Vesting Restricted Stock Award Agreement (CEO) 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 April 26, 2017, filed with the SEC on April 27, 2017). 10.2.3+ Form of Time and Market-Based Vesting Restricted Stock Award Agreement (Executive) under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated April 26, 2017, filed with the SEC on April 27, 2017). 10.2.4+ Form of Time and Market-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.5 to the Companys Registration Statement on Form S-8, dated January 15, 2019, filed with the SEC on January 15, 2019). 10.2.5+ Form of Time-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.6 to the Companys Registration Statement on Form S-8, dated January 15, 2019, filed with the SEC on January 15, 2019). 10.2.6+ Form of CEO Market-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan, approved January 30, 2020 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated January 30, 2020, filed with the SEC on February 5, 2020). 10.2.7+ Form of Market-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan, approved January 30, 2020 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated January 30, 2020, filed with the SEC on February 5, 2020). 10.2.8+ Form of Time-Based Vesting Restricted Stock Award Agreement (Non-Executives) under the Paycom Software, Inc. 2014 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, 2020, filed with the SEC on April 30, 2020). 10.2.9+ Form of Market-Based Vesting Restricted Stock Award Agreement (Non-Executives) under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on April 30, 2020). 10.2.10+ Form of Restricted Stock Award Agreement (Directors) under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on April 30, 2020). 10.2.11+ Restricted Stock Award Agreement (Market Based Vesting CEO), dated November 23, 2020, 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 November 23, 2020, filed with the SEC on November 23, 2020). 10.2.12+ 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). 10.2.13+ 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). 10.2.14+ 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 Performance-Based Vesting (Boelte) under the Paycom Software, Inc. 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 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 Unit Award Agreement Performance-Based Vesting (Faurot) under the Paycom Software, Inc. 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 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 (Smith/Thomas) under the Paycom Software, Inc. 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 4, 2023). 10.3.4+ 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). 10.3.5+ 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). 10.3.6+ Form of Stock Award Agreement Sign-On Award (Clark) 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 November 17, 2023, filed with the SEC on November 21, 2023). 10.3.7+ Form of Restricted Stock Unit Award Agreement Performance-Based Vesting (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). 10.3.8+ Form of Stock Award Agreement (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). 10.4+ 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+ 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). 10.7+ 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). 10.8+ Severance and Release Agreement by and among Paycom Software, Inc., Paycom Payroll, LLC and Justin Long, dated March 31, 2023 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 28, 2023, filed with the SEC on April 3, 2023). 10.9+ 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). 10.9.1+ 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). 10.10 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). 10.11 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). 10.11.1 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). 10.11.2 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). 21.1* List of subsidiaries of the Company. 23.1* Consent of Independent Registered Public Accounting Firm. 31.1* Certification of the Co-Chief Executive Officer of the Company, pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Co-Chief Executive Officer of the Company, pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002. 31.3* 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 Co-Chief Executive Officers 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.