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Stock Purchase Plan Engagement Agreement Between Paychex, Inc. And Jp Morgan Securities, Llc, Dated As Of March 26, 2013

Engagement Agreement

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PAYCHEX INC | JP Morgan Securities LLC | Paychex, Inc

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Title: STOCK PURCHASE PLAN ENGAGEMENT AGREEMENT BETWEEN PAYCHEX, INC. AND JP MORGAN SECURITIES, LLC, DATED AS OF MARCH 26, 2013
Governing Law: New York     Date: 3/29/2013
Industry: Business Services     Sector: Services

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EXHIBIT 10.1

 

STOCK PURCHASE PLAN ENGAGEMENT AGREEMENT BETWEEN PAYCHEX, INC. AND JP MORGAN SECURITIES, LLC, DATED AS OF MARCH 26, 2013

 

 

10b-18 REPURCHASE AGREEMENT

(NON-EXCLUSIVE)

 

                              

March 26, 2013

 

Paychex, Inc.

911 Panorama Trail South

Rochester, NY 14625

 

 

This letter agreement (this “Letter Agreement”) confirms the terms and conditions under which J.P. Morgan Securities LLC (“JPMS”) will act as non-exclusive agent for Paychex, Inc. (the “Purchaser”) in connection with the Purchaser’s program (the “Program”) to repurchase shares of its common stock, par value $0.01 (the “Securities”).

 

1.

Appointment of JPMS . The Purchaser hereby appoints JPMS as its non-exclusive agent to purchase Securities on behalf of the Purchaser in the open market. It is the Purchaser’s intention that such purchases benefit from the safe harbor provided by Rule 10b-18 (“Rule 10b-18”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Purchaser hereby agrees that it shall not take, nor permit any person or entity under its control to take, any action that could jeopardize the availability of Rule 10b-18 for purchases of Securities under the Program. JPMS agrees that it shall use good faith efforts to execute all purchases of Securities under this Letter Agreement in accordance with the timing, price and volume restrictions contained in subparagraphs (2), (3) and (4) of paragraph (b) of Rule 10b-18, taking into account the rules and practices of the principal exchange on which the Securities are traded (the “Principal Market”), it being understood that JPMS shall not be responsible for delays between the execution and reporting of a trade in the Securities, any reporting errors of the Principal Market or third party reporting systems or other circumstances beyond JPMS’s control. It is understood that the Purchaser may rotate its repurchase program; provided, however that the Purchaser agrees to use only one broker-dealer to make purchases of Securities under the Program on any day in accordance with Rule 10b-18(b)(1).

 

2.

Term . JPMS’s appointment as agent under the Program shall continue until terminated in accordance with the provisions of the following sentence. This Letter Agreement may be terminated by either party with written notice to the other party. Such written notice may be made by facsimile, as provided in Paragraph 12, or by electronic mail. Notwithstanding the termination of this Letter Agreement, the Purchaser shall be solely responsible for any purchases made by JPMS as the Purchaser’s agent prior to JPMS’s receipt of such verbal or written notice of termination. In addition, if JPMS receives any such notice, JPMS shall nevertheless be entitled to make, and the Purchaser shall be solely responsible for, a purchase hereunder pursuant to a bid made before such notice was received by JPMS.

 

3.

Suspension of Program . The Purchaser shall promptly notify JPMS of the existence of any circumstances that render it advisable to suspend the Program for any given period of time (including, without limitation, purchases by “affiliated purchasers” (as defined in Rule 10b-18) of the Purchaser, distributions by the Purchaser within the meaning of Regulation M under the Exchange Act or the possession by the Purchaser of material non-public information), and upon receipt of the Purchaser’s direction to suspend the Program, JPMS shall do so. Such suspension notice shall not include any other information about the nature of the circumstances giving rise to such suspension or its applicability to the Purchaser or otherwise communicate any material nonpublic information about the Purchaser or the Securities to JPMS. The Purchaser shall be solely responsible for any purchases made by JPMS as the Purchaser’s agent prior to JPMS’s receipt of the Purchaser’s direction to suspend purchases. In addition, if JPMS receives any such notice, JPMS shall nevertheless be entitled to make, and the Purchaser shall be solely responsible for, a purchase hereunder pursuant to a bid made before such notice was received by JPMS.

 

 

 


 

4.

Purchases by Affiliates . The Purchaser will notify JPMS of the intention on the part of any affiliated purchaser of the Purchaser to purchase Securities on any day, including any purchase of a “block” (as defined in Rule 10b-18) pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) under the Exchange Act, if such purchase is to be effected otherwise than through JPMS pursuant to this Letter Agreement. Such notice shall be given prior to 8:00 a.m., New York City time on such day, and upon receipt of such notification JPMS shall refrain from purchasing any Securities hereunder on such day. The Purchaser shall be solely responsible for any purchases made by JPMS as the Purchaser’s agent prior to JPMS’s receipt of any such notice. In addition, if JPMS receives any such notice, JPMS shall nevertheless be entitled to make, and the Purchaser shall be solely responsible for, a purchase hereunder pursuant to a bid made before such notice was received by JPMS.

 

5.

Purchasing Procedures .

(a)     Unless otherwise agreed to, the Purchaser will provide JPMS with instructions on a daily basis in respect of the Program regarding the total number of Securities JPMS is authorized to purchase and target amounts of Securities to be acquired during the day succeeding such instruction and the maximum price or the range of prices to be paid therefore. Except as otherwise provided in this Letter Agreement, JPMS shall determine, in its sole discretion, the timing, amount, prices and manner of purchase of Securities on any day, so long as such purchases are consistent with the instruction provided by the Purchaser for such day.

 

(b)    In the event that JPMS, in its discretion, determines that it is appropriate with regard to any legal, regulatory or sel


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