Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Co-Chief Executive Officer and Chief Financial Officer



On March 14, 2022, Paylocity Holding Corporation (the "Company") announced that
its Board of Directors (the "Board") approved a Co-Chief Executive Officer
("Co-CEO") leadership structure for the Company and that effective on March 11,
2022 (the "Effective Date"), the Board promoted Toby Williams, age 48, to serve
as the Company's Co-CEO and President, with Steven R. Beauchamp, the Company's
current Chief Executive Officer, continuing to serve as the Company's Co-CEO. In
addition, on the Effective Date, the Board increased the number of directors on
the Board to ten and appointed Mr. Williams as a director of the Company to fill
the resulting vacancy. Mr. Williams will serve on the Board for a term expiring
at the annual meeting of stockholders for fiscal year 2023 and until his
successor is duly elected and qualified, or until his earlier death, resignation
or removal. Information regarding the biographical and business experience of
Mr. Williams is incorporated by reference to the definitive proxy statement for
the Company's annual meeting of stockholders for fiscal year 2022 as filed with
the Securities and Exchange Commission (the "SEC") on October 21, 2021. Except
for the amendment to his employment agreement described below, Mr. Williams is
not a party to any material plan, contract or arrangement with the Company, nor
has any other material plan, contract or arrangement to which he is a party been
modified as a result of Mr. Williams' appointment described above. There is no
arrangement or understanding between Mr. Williams and any other person pursuant
to which he was selected as an officer and director of the Company and there are
no family relationships between Mr. Williams and any of the Company's directors
or executive officers. There are no transactions to which the Company is a party
and in which Mr. Williams has a direct or indirect material interest that would
be required to be disclosed under Item 404(a) of Regulation S-K.

Also on the Effective Date, the Board appointed Ryan Glenn to serve as the
Company's Chief Financial Officer and Treasurer. Mr. Glenn, age 39, has served
as Senior Vice President of Finance of the Company since August 2021. From June
2018 to August 2021, Mr. Glenn served as the Company's Vice President, FP&A /
Investor Relations and from October 2013 to June 2018, Mr. Glenn held various
financial leadership roles in the Company's FP&A / Investor Relations
department. From 2010 to 2013, Mr. Glenn held various roles at
PricewaterhouseCoopers LLP, a registered public accounting firm, last serving as
a Manager in the Capital Markets & Accounting Advisory practice. Mr. Glenn
earned his B.S. from the University at Buffalo and an M.B.A from The Johnson
School at Cornell University. Except for the amended and restated employment
agreement described below, Mr. Glenn is not a party to any material plan,
contract or arrangement with the Company, nor has any other material plan,
contract or arrangement to which he is a party been modified as a result of Mr.
Glenn's appointment described above. There is no arrangement or understanding
between Mr. Glenn and any other person pursuant to which he was selected as an
officer of the Company and there are no family relationships between Mr. Glenn
and any of the Company's directors or executive officers. There are no
transactions to which the Company is a party and in which Mr. Glenn has a direct
or indirect material interest that would be required to be disclosed under Item
404(a) of Regulation S-K.

Amended Employment Agreements of Mr. Williams and Mr. Glenn

Mr. Williams and Mr. Glenn previously entered into those certain employment
agreements, dated September 18, 2017 and August 16, 2021, respectively, with the
Company (the "Original Agreements"). As of the Effective Date, the Board
approved the amendment to employment agreement and amended and restated
employment agreement for Mr. Williams and Mr. Glenn, respectively (collectively,
the "Amended Employment Agreements"), to provide for the following terms:

•Mr. Williams will serve as the Co-CEO and President of the Company and report
to the Board. Mr. Glenn will serve as the Chief Financial Officer and Treasurer
of the Company and report to Mr. Williams.
•Mr. Williams will receive an annual base salary of $560,000 and Mr. Glenn will
receive an annual base salary of $350,000, in each case, pro-rated for the
remainder of the fiscal year beginning upon the date of his appointment.
•Each of Mr. Williams and Mr. Glenn will be eligible to receive an annual
incentive bonus with a target value of 100% and 75% of his actual base salary,
respectively, taking into account the pro-rated increase to base salary from and
after the effective date of his appointment.
•Mr. Williams will receive a one-time equity grant of restricted stock units
with a grant date value of $2,000,000, and Mr. Glenn will receive a one-time
equity grant of restricted stock units with a grant date value of $1,000,000, in
each case, subject to standard terms and conditions of the Company's 2014 Equity
Incentive Plan.


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The foregoing description of the Amended Employment Agreements does not purport
to be complete and is qualified in its entirety by reference to the full text of
such documents, which are filed as Exhibits 10.1 and 10.2 to this Current Report
on Form 8-K and incorporated by reference herein.

In accordance with the Company's customary practice, the Company also entered
into its standard form of indemnification agreement with Mr. Glenn, which will
require the Company to indemnify him against certain liabilities that may arise
as result of his status or service as an executive officer. The description of
Mr. Glenn's indemnification agreement is qualified in its entirety by the full
text of the form of indemnification agreement, which is attached to the
Company's Registration Statement on Form S-1 filed with the SEC on January 30,
2014 as Exhibit 10.2.

Resignation of Michael Haske

Also on the Effective Date, Michael Haske, the Company's current President and
Chief Operating Officer, announced his intent to resign from his position as
President and Chief Operating Officer of the Company, to be effective September
1, 2022 (the "Separation Date"), with his resignation as President effective
March 11, 2022. Mr. Haske's decision to resign was not the result of any dispute
or disagreement with the Company or any matter relating to the Company's
operation, policies (including accounting or financial policies) or practices.

In connection with Mr. Haske's resignation, the Board has approved a Transition
and Separation Agreement and a Consulting Services Agreement with the Company,
entered into on the Effective Date, which provides for the following terms:

•Mr. Haske's employment and compensation terms, including his annual incentive
bonus opportunity for fiscal year 2022, will remain unchanged during the period
of his continued employment until the Separation Date, except as noted above.
•Effective on the Separation Date, Mr. Haske will begin a 12-month consulting
arrangement with the Company. During the consulting term, Mr. Haske will be
entitled to receive $20,000 in cash per month.
•During the consulting term and for a period of 24 months thereafter, Mr. Haske
will be subject to certain restrictive covenants not to compete or interfere
with the Company, solicit or hire the Company's employees or solicit the
Company's clients.
•The Consulting Agreement also provides that Mr. Haske's outstanding restricted
stock units and market share units (collectively, "Stock Unit Awards") will vest
and settle as follows: (A) all units scheduled to vest in 2022 would vest and
settle on their current schedule and terms, subject to his continued service
through the applicable vesting dates; (B) all units scheduled to vest in 2023
would vest and settle on their current schedule, subject to (i) his continued
service as a consultant through the applicable vesting dates and (ii) continued
compliance with the restrictive covenants through the applicable vesting dates;
and (C) all units scheduled to vest in 2024 would vest and settle on their
current schedule, subject to (i) his continued service as a consultant through
September 1, 2023 and (ii) continued compliance with the restrictive covenants
through the applicable vesting dates. The payments and continued vesting of the
Stock Unit Awards described above are contingent upon Mr. Haske entering into
separation and release agreements following the end of his employment term and
following the end of his consulting term.

The foregoing description of the Transition and Separation Agreement and the
Consulting Services Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of such document, which is filed
as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K and incorporated by
reference herein.

On March 14, 2022, Paylocity Holding Corporation issued a press release
announcing appointments of Mr. Williams and Mr. Glenn and the resignation of Mr.
Haske. A copy of the press release is being furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein.


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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.               Description
  10.1                      Amendment to Executive Employment Agreement

dated as of March 11, 2022 by


                          and between Paylocity Corporation and Toby

Williams.


  10.2                      Amended and Restated Executive Employment

Agreement dated as of March 11,


                          2022 by and between Paylocity Corporation and Ryan Glenn.
  10.3                      Transition and Separation Agreement dated as of March 11, 2022 by and
                          between     Paylocity Corporation     and Michael Haske    .
  10.4                      Consulting Services Agreement dated as of March 11, 2022 by and between
                              Paylocity Corporat    ion     and Michael Haske    .
  99.1                      Press Release issued by Paylocity Holding Corporation on     March
                            14    , 2022.
104                       Cover Page Interactive Data File (formatted as Inline XBRL)

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