Paycom Software, Inc. (NYSE:PAYC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
New Forms of Restricted Stock Award Agreements
On April26, 2017, the Compensation Committee of the Board of
Directors (the Committee) of Paycom
Software, Inc. (the Company) approved
and adopted new form award agreements for grants of restricted
stock under the Paycom Software, Inc. 2014 Long-Term Incentive
Plan (the LTIP). Copies of the form
award agreements for grants of restricted stock to the Companys
chief executive officer and other executive officers are attached
hereto as Exhibits 10.1 and 10.2, respectively, and incorporated
herein by reference.
Restricted Stock Awards
On April26, 2017, the Committee approved the following awards of
restricted stock under the LTIP to the Companys executive
officers:
|
Name |
Market-Based Shares | Time-Based Shares | ||||||||||||||||||||||||||
|
Numberofsharesscheduledto vestattotalenterprisevalue= |
TotalMarket- Based Shares |
Number of shares scheduled to vest on: |
TotalTime- BasedShares | Aggregate Total | ||||||||||||||||||||||||
| $4.15billion | $4.45billion | May10,2018 | May10,2019 | |||||||||||||||||||||||||
|
Chad Richison |
49,000 | 49,000 | 98,000 | 21,000 | 21,000 | 42,000 | 140,000 | |||||||||||||||||||||
|
Craig E. Boelte |
14,000 | 14,000 | 28,000 | 6,000 | 6,000 | 12,000 | 40,000 | |||||||||||||||||||||
|
William X. Kerber III |
14,000 | 14,000 | 28,000 | 6,000 | 6,000 | 12,000 | 40,000 | |||||||||||||||||||||
|
Stacey Pezold |
3,500 | 3,500 | 7,000 | 1,500 | 1,500 | 3,000 | 10,000 | |||||||||||||||||||||
|
Jeffrey York |
14,000 | 14,000 | 28,000 | 6,000 | 6,000 | 12,000 | 40,000 |
As shown in the table above, 70% of the shares underlying the
awards to the executive officers are subject to market-based
vesting conditions (Market-Based
Shares) and 30% of the shares underlying the awards
to the executive officers are subject to time-based vesting
conditions (Time-Based Shares). All
Market-Based Shares vest 50% on the first date, if any, that the
Companys total enterprise value (calculated as described below)
equals or exceeds $4.15 billion and 50% on the first date, if
any, that the Companys total enterprise value equals or exceeds
$4.45 billion, in each case provided that (i)such date occurs on
or before the sixth (6th)anniversary of the grant date
and (ii)the executive officer is employed by, or providing
services to, the Company or a subsidiary on the applicable
vesting date. The Time-Based Shares vest 50% on May10, 2018 and
50% on May10, 2019, provided that the executive officer is
employed by, or providing services to, the Company or a
subsidiary on the applicable vesting date. Total enterprise value
is calculated based on the product of the average price of the
Companys common stock measured over 20 consecutive trading days
and the number of shares outstanding (subject to certain
adjustments), plus the principal amount of the Companys
outstanding funded indebtedness as of the most recent month-end,
less the aggregate amount of the Companys cash and cash
equivalents as of the most recent month-end.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description of Exhibit |
|
| 10.1 |
Form of Time and Market-Based Vesting Restricted Stock Award Agreement (CEO) under the Paycom Software, Inc. 2014 Long-Term Incentive Plan, approved April26, 2017. |
|
| 10.2 |
Form of Time and Market-Based Vesting Restricted Stock Award Agreement (Executives) under the Paycom Software, Inc. 2014 Long-Term Incentive Plan, approved April26, 2017. |
About Paycom Software, Inc. (NYSE:PAYC)
Paycom Software, Inc. (Paycom) is a provider of cloud-based human capital management (HCM) software solution delivered as software as a service (SaaS). The Company’s solution is based on a system of record maintained in a single database for all HCM functions, including talent acquisition, time and labor management, payroll, talent management and human resources (HR) management applications. Talent acquisition includes applicant tracking, on-boarding, e-verify and tax credit services. Time and labor management includes time and attendance, scheduling/schedule exchange, time-off requests, labor allocation and labor management reports/push reporting. Payroll includes payroll and tax management, Paycom pay, expense management, garnishment management and GL Concierge. Talent management includes employee self-service, executive dashboard and Paycom learning. Human resources management includes document and task management, government and compliance, and benefits administration. Paycom Software, Inc. (NYSE:PAYC) Recent Trading Information
Paycom Software, Inc. (NYSE:PAYC) closed its last trading session 00.00 at 59.97 with 415,140 shares trading hands.
