Paycor Inc. et al v. Stewart

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IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION
PAYCOR, INC., et al.,
Plaintiffs,
v.
JOHN STEWART,
Defendant.
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Case No. 1:25-cv-690
Judge Jeffery P. Hopkins
AGREED INJUNCTION AND STIPULATION OF DISMISSAL
Plaintiffs Paycor, Inc. and Paycor HCM, Inc. (collectively referred to herein as
“Paycor” or “Plaintiffs”) and Defendant John Stewart (“Stewart”) (collectively, the
“Parties”), stipulate to the terms of this Agreed Injunction and Stipulation of Dismissal
(“Agreed Final Order”), which this Court hereby enters. Accordingly, IT IS HEREBY
ORDERED, ADJUDGED, AND DECREED that:
1. Subject to terms of this Agreed Final Order, all claims in this action, held by or
on behalf of Plaintiffs and/or Paychex, Inc. against Stewart are dismissed with prejudice.
2. Stewart admits that he emailed at least 4 of Plaintiffs’ documents to himself
around or after the time of his resignation. He also claims he deleted them the days that he
emailed them.
3. Within 7 calendar days of the Court’s entry of this Agreed Final Order, Stewart
agrees to destroy, delete, and/or return any and all of Paycor’s confidential, proprietary and
trade secret information and property remaining within his possession, custody or control,
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and to execute a declaration certifying that he has destroyed, deleted and/or returned all such
items and did not use any such items.
4. Stewart received restricted stock unit (“RSU”) awards while employed with
Paycor, during the years 2021, 2022, 2023, and 2024. A copy of the 2024 RSU Agreement
between the Parties is attached as Exhibit 3 to Plaintiffs’ Complaint. A copy of the 2024 RSU
Grant Acknowledgment between the Parties is attached as Exhibit 4 to Plaintiffs’ Complaint.
In the 2024 RSU Grant Acknowledgment, Stewart agreed “to be bound by the terms and
conditions of the [2021 Omnibus Incentive] Plan, the [Restricted Stock Unit] Agreement, the
Award Notice and the Confidentiality, Non-Solicitation and Non-Competition Agreement
attached as Exhibit A to the Agreement (the “RCA”). See Exhibit 4 to Plaintiffs’ Complaint.
5. Confidentiality/Non-Disclosure Obligations: Stewart agrees to comply with
Paragraph 6 of the RCA attached to the 2024 RSU Agreement, which requires him to hold
the Confidential Information in strictest confidence and to not at any time, directly or
indirectly, disclose such information to any third party or use such information. The term
“Confidential Information” is defined in Paragraph 5 of the RCA attached to the 2024 RSU
Agreement.
6. Non-Compete Obligations: Stewart agrees to comply with Paragraph 9 of the
RCA attached to the 2024 RSU Agreement, which states in relevant part as follows:
Employee further agrees that for a period of twelve (12) months after
Employee is no longer employed by Company, Employee shall not, in any
capacity, directly or indirectly, in the Restricted Territory own, manage,
assist or engage in the ownership, management, or control of, or be
employed or engaged by or otherwise affiliated or associated as a
consultant, independent contractor or otherwise, with any other business,
entity, company, or person where Employee will provide similar services to
a “Competing Business” (defined in the subsequent sentence) as those
which Employee provided to Paycor while employed.
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The terms “Restricted Territory” and “Competing Business” are defined in Paragraph 9 of
the RCA attached to the 2024 RSU Agreement. The twelve-month period shall start
beginning the date of the filing of this action, September 19, 2025, and continue through
September 18, 2026.
7. Non-Solicitation Obligations: Stewart agrees to comply with Paragraph 10 of
the RCA attached to the 2024 RSU Agreement, which states in relevant part as follows:
During the term of Employee’s employment with the Company and for
a period of twelve (12) months following termination of Employee’s
employment with the Company for any reason, Employee agrees that
Employee will not, either directly or indirectly, for any purpose other
than for the benefit of [Paycor] solicit, provide sales or service to, or
otherwise accept business of the type being offered by [Paycor] from any
person, partnership, corporation, limited liability company, or other
entity who or which is a Customer or Prospective Customer.
* * *
Employee further agrees that, during the term of Employee’s
employment with the Company and for a period of twelve (12) months
following termination of Employee's employment with the Company
for any reason, Employee will not directly or indirectly, cause or attempt
to cause any Customer or Prospective Customer to divert its business
away from [Paycor] to any other person or entity, whether or not
Employee is affiliated with such person or entity.
* * *
During the term of Employee’s employment with the Company and for
a period of twelve (12) months following termination of Employee’s
employment with the Company for any reason, Employee agrees that
Employee will not, directly or indirectly, interfere or attempt to interfere
with a contractual relationship between [Paycor] and any Business
Partner with whom Employee had material contact during the twelve
(12) month period immediately prior to Employee’s termination of
employment with the Company.
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The terms “Customer” and “Prospective Customer” are defined in Paragraph 10(A) of the
RCA attached to the 2024 RSU Agreement. The term “Business Partner” is defined in
Paragraph 10(C) of the RCA attached to the 2024 RSU Agreement. The twelve-month period
shall start beginning the date of the filing of this action, September 19, 2025, and continue
through September 18, 2026.
8. Stewart and Paycor shall each be responsible for their own attorneys’ fees and
expenses.
9. Stewart agrees to notify in writing prospective employers and his current
employer, to the extent such entities are a “Competing Business” (as that term is defined in
Paragraph 9 of the RCA attached to the 2024 RSU Agreement), of the terms of this Agreed
Final Order and copy Paycor on such notification(s). Stewart shall only be required to notify
such prospective or current employers during the twelve-month period of his Non-Compete
and Non-Solicitation obligations as set forth in Paragraphs 6 and 7 above.
10. The Parties agree and understand that the Court will maintain authority and
jurisdiction to enforce compliance with this Agreed Final Order, if necessary.
11. No bond is required for this Agreed Final Order.
IT IS SO ORDERED.
November 12, 2025
Jeffery P. Hopkins
United States District Judge
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