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Rule 10b5-1 Trading Arrangements
−Removed: On February 16, 2024 , Chad Richison , Co-Chief Executive Officer, President and Chairman of the Board of Directors , and an entity affiliated with Mr.
−Removed: Richison together adopted a Rule 10b5-1 trading arrangement (the “Richison 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.
−Removed: The Richison 10b5-1 Plan provides for the sale of up to 487,500 shares of common stock on behalf of Mr.
−Removed: Richison and up to 487,500 shares of common stock on behalf of the affiliated entity, in each case during the period beginning on the later of (i) May 17, 2024 , and (ii) the third trading day following disclosure of the Company’s financial results on Form 10-Q for the quarter ended March 31, 2024, and ending November 13, 2024 , subject to earlier termination in accordance with the terms of the Richison 10b5-1 Plan and applicable laws, rules and regulations.
+Added: During the quarter ended June 30, 2024 , no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted , modified , or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
The following exhibits are incorporated herein by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):
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1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).
−Removed: Form of Restricted Stock Unit Award Agreement – Performance-Based Vesting (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024).
−Removed: Form of Stock Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024).
−Removed: Letter Agreement, by and between Paycom Software, Inc.
−Removed: and Christopher G.
−Removed: Thomas, dated February 7, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024).
−Removed: Letter Agreement, by and between Paycom Software, Inc.
−Removed: and Chad Richison, dated February 7, 2024 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated February 7, 2024, filed with the SEC on February 7, 2024).
Form of Restricted Stock Unit Award Agreement – Performance-Based Vesting (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024).
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and Holly Faurot, dated April 4, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated April 1, 2024, filed with the SEC on April 5, 2024).
−Removed: Certification of the Co-Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of the Co-Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Severance and Release Agreement, by and among Paycom Software, Inc., Paycom Payroll, LLC and Christopher G.
+Added: Thomas, dated May 29, 2024.
+Added: Letter Agreement, by and among Paycom Software, Inc., Paycom Payroll, LLC and Randy Peck, dated May 30, 2024.
+Added: Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: 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.
−Removed: Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.
+Added: Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Documents.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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PAYCOM SOFTWARE, INC.
+Added: August 1, 2024
/s/ Chad Richison
Chad Richison
−Removed: President and Co-Chief Executive Officer
−Removed: (Co-Principal Executive Officer)
−Removed: /s/ Christopher G.
−Removed: Christopher G.
−Removed: Co-Chief Executive Officer
−Removed: (Co-Principal Executive Officer)
+Added: President and Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: August 1, 2024
Chief Financial Officer
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.