Release and Award Cancellation and Acceleration Agreement between Paycom Software, Inc. and Holly Faurot (April 2024)
This agreement is between Paycom Software, Inc. and Holly Faurot, effective April 4, 2024. It cancels all of Ms. Faurot’s unvested restricted stock and stock unit awards, except for 3,000 shares that will vest immediately. In exchange, Ms. Faurot releases the company from any claims related to her employment, the cancelled awards, or her separation. The agreement finalizes the end of her rights to acquire additional company shares under previous award agreements, except for the accelerated shares.
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:
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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.
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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 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 |