2.30 “Incentive Stock Option” means an incentive stock option within the meaning of Section 422 of the Code, granted pursuant to this Plan.
2.31 “Incumbent Directors” is defined in Section 2.11(d) hereof.
2.32 “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan. The Committee may utilize one or more Independent Third Parties.
2.33 “Nonqualified Stock Option” means a nonqualified stock option, granted pursuant to this Plan, which is not an Incentive Stock Option.
2.34 “Option Price” means the price which must be paid by a Participant upon exercise of a Stock Option to purchase a share of Common Stock.
2.35 “Other Award” means an Award issued pursuant to Section 6.9 hereof.
2.36 “Outside Director” means a director of the Company who is not an Employee or a Contractor.
2.37 “Parent Company” means a company or other entity that as a result of a Change in Control owns the Company or all or substantially all of the Company’s assets (in each case, either directly or through one or more Subsidiaries).
2.38 “Participant” means an Employee, Contractor or Outside Director to whom an Award is granted under this Plan.
2.39 “Performance Award” means an Award hereunder of cash, shares of Common Stock, units or rights based upon, payable in, or otherwise related to, Common Stock pursuant to Section 6.7 hereof.
2.40 “Performance Criteria” is defined in Section 6.7(c) hereof.
2.41 “Performance Goal” means any performance goal established by the Committee, consisting of the attainment of any one or more of the Performance Criteria set forth in Section 6.7(c) hereof.
2.42 “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
2.43 “Plan” means this Paycom Software, Inc. 2023 Long-Term Incentive Plan, as amended from time to time.
2.44 “Prior Plan Awards” means (a) any awards under the Prior Plan that are outstanding on the Effective Date, and that, on or after the Effective Date, are forfeited, expire or are canceled; and (b) any awards relating to Common Stock under the Prior Plan that, on or after the Effective Date, are settled in cash; provided, however, the term “Prior Plan Award” shall exclude the Richison 2020 Award.
2.45 “Prior Plan” is defined in the Preamble to the Plan.
2.46 “Reporting Participant” means a Participant who is subject to the reporting requirements of Section 16 of the Exchange Act.
2.47 “Restricted Stock” means shares of Common Stock issued or transferred to a Participant pursuant to Section 6.4 hereof that are subject to restrictions or limitations set forth in this Plan and in the related Award Agreement.
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