Item 5.02 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 January 30, 2020, 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") to the Company's chief executive
officer and other executive officers. Copies of the form award agreements for
grants of restricted stock to the Company's 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 January 30, 2020, the Committee approved the following awards of restricted stock under the LTIP to the Company's executive officers:




                                               Number of shares scheduled to vest at total          Total
                                                           enterprise value =                      awarded
                                               $23.75 billion               $27.7 billion          shares
Chad Richison                                            80,500                      80,500         161,000
Craig E. Boelte                                          23,000                      23,000          46,000
Jeffrey D. York                                          23,000                      23,000          46,000
Jon Evans                                                 6,000                       6,000          12,000
Bradley Smith                                             6,000                       6,000          12,000


The shares underlying the awards to executive officers vest 50% on the first
date, if any, that the Company's total enterprise value (calculated as described
below) equals or exceeds $23.75 billion and 50% on the first date, if any, that
the Company's total enterprise value equals or exceeds $27.7 billion, in each
case provided that (i) such date occurs on or before the sixth (6th) anniversary
of the grant date and (ii) the recipient is employed by, or providing services
to, the Company or a subsidiary on the applicable vesting date. Total enterprise
value is generally calculated based on the product of the average price of the
Company's common stock measured over 20 consecutive trading days and the number
of shares outstanding (subject to certain adjustments), plus the principal
amount of the Company's outstanding funded indebtedness as of the most recent
month-end, less the aggregate amount of the Company's cash and cash equivalents
as of the most recent month-end. The foregoing description of the restricted
stock awards is qualified in its entirety by reference to the restricted stock
award agreements attached hereto as Exhibits 10.1 and 10.2.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.           Description of Exhibit

   10.1            Form of CEO Market-Based Vesting Restricted Stock Award Agreement
                 under the Paycom Software, Inc. 2014 Long-Term Incentive Plan,
                 approved January 30, 2020.

   10.2            Form of Market-Based Vesting Restricted Stock Award Agreement
                 under the Paycom Software, Inc. 2014 Long-Term Incentive Plan,
                 approved January 30, 2020.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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