SEVERANCE AND RELEASE agreement
This Severance and Release Agreement (this “Agreement”) is entered into by and among Paycom Payroll, LLC (“Employer”) and Paycom Software, Inc. (“Paycom Software”) (Employer and Paycom Software are collectively referenced as, the “Company”) and Christopher G. Thomas (“Employee”). The Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, Employee has been employed by Employer and has served as Co-Chief Executive Officer of the Company;
WHEREAS, Employee resigned from all positions with the Company and its subsidiaries on May 29, 2024 (the “Separation Date”); and
WHEREAS, the Parties desire to set forth Employee’s separation benefits and obligations and to finally, fully and completely resolve all matters arising from or during Employee’s employment, any benefits, bonuses and compensation connected with such employment and all other matters that the Parties may have for any reason;
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
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(i) An amount equal to Eight Hundred and Twelve Thousand Eight Hundred and Seventy-Six Dollars ($812,876.00), which Employee agrees is equal to the sum of twelve (12) months of Employee’s base salary, and the cost of twelve (12) months of coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. The Severance Benefits will be payable in a single lump sum on the Company’s first regular payroll date following the Effective Date (as defined below).
(ii) Accelerated vesting of two thousand (2,000) of the Unvested Time Shares (as defined below), effective as of the Effective Date.
The Company shall have no obligation to provide the amounts described in this Section 2(a) unless Employee executes and does not revoke this Agreement. The Severance Benefits provided in this Section 2(a) shall be subject to all applicable tax withholdings and deductions. The amounts payable pursuant to this Section 2(a) shall not be treated as compensation under the Company’s 401(k) Plan or any other retirement plan. Employee acknowledges and agrees that the Severance Benefits are full and fair consideration between the Parties and that Employee is not otherwise entitled to the amounts and benefits set forth in this Section 2(a).
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PLEASE READ CAREFULLY – THIS AGREEMENT INCLUDES A RELEASE OF CLAIMS, INCLUDING A RELEASE OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. BEFORE SIGNING THIS AGREEMENT, YOU MAY TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY OF YOUR CHOICE PRIOR TO EXECUTING THIS AGREEMENT.
My signature below means that I have read this Agreement and agree and consent to all the terms and conditions contained in this Agreement.
Accepted and AGREED TO BY:
Employee
By: | /s/ Christopher G. Thomas |
Name: | Christopher G. Thomas |
Date: | May 29, 2024 |
PAYCOM SOFTWARE, INC.
By: | /s/ Matthew Paque |
Name: | Matthew Paque |
Title: | Executive Vice President, General Counsel and Secretary |
Date: | May 29, 2024 |
PAYCOM PAYROLL, LLC
By: | /s/ Matthew Paque |
Name: | Matthew Paque |
Title: | Executive Vice President and General Counsel |
Date: | May 29, 2024 |
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