EX-10.1



 Exhibit 10.1 

REPORTING EXTENSION AGREEMENT 

This REPORTING EXTENSION AGREEMENT (this “Agreement”), is dated as of March 22, 2018 (the
“Effective Date”), by and among WAGEWORKS, INC., a Delaware corporation (the “Borrower”), the several financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (the
“Lenders”), and MUFG UNION BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”) and as Swing Line Lender and L/C Issuer. 

BACKGROUND 
 A.
Borrower, Lenders and Agent are parties to the Second Amended and Restated Credit Agreement, dated as of April 4, 2017, as amended, modified, supplemented, extended or restated from time to time (collectively, the “Credit
Agreement”), pursuant to which the Lenders have agreed, subject to and on the terms and conditions set forth therein, to make certain loans and other credit accommodations to or for the benefit of Borrower. 

B. On or prior to March 23, 2018, Borrower is required to deliver to Agent and the Lenders: (i) pursuant to
Section 7.01(a) of the Credit Agreement, Borrower’s audited consolidated financial statements for the fiscal year ending December 31, 2017 (“FYE 2017 Audited Financial Statements”); and
(ii) pursuant to Section 7.02(a) of the Credit Agreement, a Compliance Certificate (“FYE 2017 Compliance Certificate”). 

C. On or prior to May 15, 2018, Borrower is required to deliver to Agent and the Lenders: (i) pursuant to
Section 7.01(b) of the Credit Agreement, Borrower’s unaudited consolidated financial statements for the fiscal quarter ending March 31, 2018 (“FY 2018 First Quarter Financial Statements” and
together with the FYE 2017 Audited Financial Statements, the “Outstanding Financials”); and (ii) pursuant to Section 7.02(a) of the Credit Agreement, a Compliance Certificate (“FY 2018 First
Quarter Compliance Certificate” and together with the FYE 2017 Compliance Certificate, the “Outstanding Compliance Certificates”). 

D. On March 9, 2018, Borrower delivered to Agent and the Lenders, Borrower’s unaudited consolidated balance sheet as at the end of
Borrower’s fiscal year ending December 31, 2017, and the related unaudited consolidated statements of income or operations, retained earnings, changes in stockholders’ equity and cash flows for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, subject only to audit adjustments and the absence of footnotes (the “FYE 2017 Internally Prepared Financial
Statements”). 
 E. Borrower has delivered to Agent and the Lenders notice pursuant to a letter dated March 13, 2018,
regarding its inability to comply with, and intent not to comply with, the foregoing reporting requirements of Sections 7.01 and 7.02 of the Credit Agreement with respect to the Outstanding Financials and the Outstanding Compliance
Certificates, and Borrower has requested that Agent and Lenders extend the dates by which delivery of the Outstanding Financial Statements and the Outstanding Compliance Certificates is required under the Credit Agreement as set forth herein. 

F. While they under no obligation to do so, the Requisite Lenders party hereto and Agent, are willing to extend such reporting deadlines under
the Credit Agreement on and subject to the terms and conditions set forth herein. 







 AGREEMENT 

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 
 1.
Incorporation of Recitals: Definitions. Each of the above recitals is incorporated herein as true and correct and is relied upon by Agent and each Lender in agreeing to the terms of this Agreement. Any capitalized term used but not defined
herein shall have the meaning ascribed thereto in the Credit Agreement. 
 2. Limited Extension. Subject to the satisfaction of each
of the conditions set forth herein, Agent and Lenders hereby extend the dates by which delivery of the Outstanding Financial Statements and the Outstanding Compliance Certificates is required to June 30, 2018 (or if earlier, five
(5) Business Days after the date filed with the SEC) (“Extended Delivery Date”). Without limiting the conditions set forth in Section 5 below, the extension set forth above is subject to compliance by
the Borrower with the following covenants: 
  

	 	a.	by no later than March 19, 2018, Borrower shall deliver to Agent and the Lenders, a Compliance Certificate for the fiscal year ending December 31, 2017 corresponding to the FYE 2017 Internally Prepared
Financial Statements; 

  

	 	b.	by no later than May 15, 2018, Borrower shall deliver to Agent, Borrower’s draft consolidated balance sheet as at the end of Borrower’s fiscal quarter ending March 31, 2018, and the related draft
consolidated statements of income or operations, for such fiscal quarter and the portion of Borrower’s fiscal year then ended, and the related consolidated statements of changes in stockholders’ equity, and cash flows for the portion of
Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in
reasonable detail (the “FY 2018 First Quarter Internally Prepared Financial Statements”) together with a corresponding Compliance Certificate for the fiscal quarter ending March 31, 2018; 


 

	 	c.	by no later than the Extended Delivery Date, Borrower shall have (i) filed with the SEC, and delivered to Agent and the Lenders, Borrower’s Form 10-K Annual Report for
the fiscal year ending December 31, 2017 (the “FYE 2017 10-K”) and Borrower’s Form 10-Q Quarterly Report for the fiscal quarter ending
March 31, 2018 (the “FY 2018 First Quarter 10-Q” and together with the FYE 2017 10-K, the “Outstanding SEC Reports”), and
(ii) delivered to Agent and the Lenders the Outstanding Financial Statements and Outstanding Compliance Certificates; 

  

	 	d.	Borrower shall promptly report to Agent any findings in the preparation of the FYE 2017 Audited Financial Statements which are materially different than as reported in the FYE 2017 Internally Prepared Financial
Statements; and 

  

	 	e.	there shall be no material difference, as determined by Agent in its good faith business judgment, between the FYE 2017 Internally Prepared Financial Statements and the audited FYE 2017 Audited Financial Statements.



  
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 3. Event of Default. Failure to deliver the Outstanding Financial Statements, Outstanding
Compliance Certificate, and as-filed Outstanding SEC Reports by the Extended Delivery Date and/or any failure to comply with any of the covenants in Section 2 hereof shall result in an immediate Event of
Default without the benefit of any cure or grace period. 
 4. Representations and Warranties. Borrower represents and warrants to,
and covenants and agrees for the benefit of, Agent and each Lender that: 
 a. All of the representations and warranties of Borrower set
forth in the Credit Agreement and each other Loan Document to which Borrower is a party were true and correct as of the date originally made, and are true and correct in all material respects as of the date hereof (except to the extent such
representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date); provided that the foregoing materiality qualifications shall not apply to any
representations or warranties that are qualified by materiality in the text thereof, which representations and warranties shall be true in all respects; 

b. Borrower has the power and authority to execute this Agreement, and the execution, delivery, and performance by Borrower of this Agreement
and the other documents, instruments and agreements to which Borrower is a party delivered or to be delivered in connection herewith (i) are within the corporate powers of Borrower and have been duly authorized by all necessary corporate action
on the part of Borrower, (ii) do not require any approval or consent of any Governmental Authority or any other third party consent, except those which have been duly obtained and are in full force and effect and those the failure of which to
obtain could not be reasonably expected to have a Material Adverse Effect, (iii) do not and will not conflict with or violate any applicable Law or Borrower’s Organization Documents, (iv) do not result in any breach of or constitute a
default under any Contractual Obligation to which Borrower is a party, and (v) do not result in or require the creation or imposition of any Lien upon any of the assets or properties of Borrower or any of its Subsidiaries; 

c. This Agreement and the other certificates, instruments, documents and agreements delivered or to be delivered by Borrower in connection
herewith have been duly executed and delivered by Borrower and constitute the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms, except to the extent that (i) enforcement
may be limited by Debtor Relief Law, (ii) enforcement may be subject to general principles of equity, and (iii) the availability of the remedies of specific performance and injunctive relief may be subject to the discretion of the court
before which any proceedings for such remedies may be brought; 
 d. No event has occurred or failed to occur, and after and as a result of
giving effect to this Agreement will occur, that is, or, with notice or lapse of time or both would constitute, a Default, an Event of Default, or a breach or failure of any condition under any Loan Document; 

e. As of the date hereof, Borrower has no Material Subsidiaries, or Subsidiaries that are required to be designated as Material Subsidiaries
under the Loan Documents; and 
 f. After and as a result of giving effect to this Agreement, Borrower has no offset, defense, claim,
counterclaim, dispute or disagreement of any kind or nature whatsoever with respect to Agent or any Lender or with respect to its liabilities, obligations and indebtedness arising under or in connection with the Credit Agreement or any of the other
Loan Documents. 
 5. Conditions Precedent. Borrower understands that this Agreement shall not be effective and shall have no force
or effect until each of the following conditions precedent has been satisfied, or waived in writing by Agent (in Agent’s sole discretion): 
  

	 	a.	Borrower shall have duly executed and delivered to Agent and each Lender this Agreement; 


  
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	 	b.	The representations and warranties of Borrower under the Credit Agreement, the other Loan Documents and this Agreement, as applicable, shall be true and correct in all material respects as of the date hereof (except to
the extent such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date); provided that the foregoing materiality qualifications shall not
apply to any representations or warranties that are qualified by materiality in the text thereof, which representations and warranties shall be true in all respects; 


 

	 	c.	Agent shall have received, in immediately available funds, all out-of-pocket costs and expenses (including reasonable attorneys’ fees
and costs) incurred by Agent in connection with this Agreement and the transactions contemplated hereby and invoiced to Borrower prior to the date on which this Agreement is otherwise to become effective; provided that the failure to invoice
any such amounts to Borrower prior to such date shall not preclude Agent from seeking reimbursement of such amounts, or excuse any Loan Party from paying or reimbursing such amounts, following the effective date of this Agreement; and


  

	 	d.	Agent shall have received such other documents, and completion of such other matters, as Agent may reasonably deem necessary or appropriate in connection with this Agreement. 


6. Ratification and Confirmation of Loan Documents. Except as expressly set forth in Section 2 hereof, the
execution, delivery, and performance of this Agreement shall not alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the Credit Agreement or any other Loan Document, and shall
not operate as a waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. The Credit Agreement, all promissory notes, guaranties, security agreements, and all other instruments, documents
and agreements entered into in connection with the Credit Agreement and each other Loan Document shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified, reaffirmed and confirmed by Borrower in
all respects. 
 7. No Waivers. The extension and agreements set forth herein shall be limited precisely as written and shall not be
deemed to be an extension or an agreement to any other act by Borrower which is prohibited by the Credit Agreement. This Agreement: (a) except as specifically provided in Section 2 above, in no way shall be deemed to
be a consent or an agreement on the part of Agent or any Lender to waive any covenant, liability or obligation of Borrower, any Guarantor or any third party or to waive any right, power, or remedy of Agent or any Lender; (b) in no way shall be
deemed to imply a willingness on the part of Agent or any Lender to grant any similar or other future waivers or to agree to any future consents, amendments or modifications to any of the terms and conditions of the Credit Agreement or the other
Loan Documents; (c) shall not in any way, prejudice, limit, impair or otherwise affect any rights or remedies of Agent or any Lender under the Credit Agreement or any of the other Loan Documents, including, without limitation, Agent’s or
any Lender’s right to demand strict performance of each Loan Party’s liabilities and obligations to Agent and the Lenders and the Obligations under the Loan Documents at all times; (d) in no way shall obligate Agent or any Lender to
make any future amendments, waivers, consents or modifications to the Credit Agreement or any other Loan Document; and (e) is not a continuing waiver with respect to any failure to perform any Obligation. Borrower acknowledges and agrees that:
(i) except as expressly set forth herein, the Credit Agreement has not been amended or modified in any way by this Agreement, (ii) neither Agent nor any Lender waives any failure by Borrower to perform its Obligations under the Credit
Agreement or any of the other Loan Documents after giving effect to the extension provided herein, and (iii) Agent and each Lender is relying upon 

  
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Borrower’s representations, warranties and agreements, as set forth herein and in the Loan Documents in entering into this Agreement. Nothing in this Agreement shall constitute a
satisfaction of Borrower’s Obligations. This Agreement shall be deemed to be one of the Loan Documents. 
 8. Release. Borrower
hereby, for itself, its successors, heirs, executors, administrators and assigns (each a “Releasing Party” and collectively, the “Releasing Parties”), releases, acquits and forever discharges Agent and each Lender,
and their respective directors, officers, employees, agents, attorneys, affiliates, successors, administrators and assigns (“Released Parties”) of and from any and all claims, actions, causes of action, demands, rights, damages,
costs, loss of service, expenses and compensation whatsoever which any Releasing Party might have because of anything done, omitted to be done, or allowed to be done by any of the Released Parties and in any way arising out of or connected with the
Credit Agreement or the other Loan Documents as of the date of execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any specific claim raised by any Releasing Party, (the “Released
Matters”). Releasing Parties each further agrees never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other
proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledges and waives the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory,
regulatory, or judicially created laws or rules of any other jurisdiction), which provides: 
 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 

Releasing Parties each agree that this waiver and release is an essential and material term of this Agreement and that the agreements in this paragraph are
intended to be in full satisfaction of any alleged injuries or damages in connection with the Released Matters. Each of the Releasing Parties represents and warrants that it has not purported to convey, transfer or assign any right, title or
interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understands that this release shall apply to all unknown or
unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each has consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel
and knowingly chose not to do so, and executes such release voluntarily, with the intention of fully and finally extinguishing all Released Matters. Notwithstanding anything in this Agreement, Borrower does not waive any of Agent’s or any
Lender’s obligations under the terms of the Credit Agreement as amended by this Agreement. 
 9. Miscellaneous. Borrower
acknowledges and agrees that the representations and warranties set forth herein are material inducements to Agent and the Lenders to deliver this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto, and their respective permitted successors and assigns. This Agreement and the Credit Agreement shall be read together as one document. No course of dealing on the part of Agent, the Lenders or any of their respective officers, nor
any failure or delay in the exercise of any right by Agent or the Lenders, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. The failure at any time to
require strict performance by Borrower of any provision of the Loan Documents shall not affect any right of Agent or the Lenders thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by
an officer of Agent and/or the Lenders, as applicable. No other Person shall be entitled to claim any right or 

  
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benefit hereunder, including, without limitation, the status of a third party beneficiary hereunder other than Secured Parties. This Agreement shall be governed by and construed in accordance
with the laws of the State of California without reference to conflicts of law rules. If any provision of this Agreement or any of the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or
unenforceable, that portion shall be deemed severed herefrom or therefrom, as applicable, and the remaining parts shall remain in full force as though the invalid, illegal or unenforceable portion had never been a part hereof or thereof, as
applicable. This Agreement shall be construed without regard to any presumption or rule requiring that it be construed against the party causing this Agreement or any part hereof to be drafted. The headings used in this Agreement are for convenience
only and shall be disregarded in interpreting the substantive provisions of this Agreement. This Agreement may be executed in any number of counterparts, including by electronic or facsimile transmission, each of which when so delivered shall be
deemed an original, but all such counterparts taken together shall constitute but one and the same instrument. 
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Blank] 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

									
	 BORROWER:
	 		 	WAGEWORKS, INC.
					
		 		 		 	By:	 	/s/ Colm Callan
		 		 		 		 	Name: Colm Callan
		 		 		 		 	Its: CFO

 [Signature Page to Reporting Extension Agreement] 







 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

									
		 	AGENT:	 		 	MUFG UNION BANK, N.A., as Agent
					
		 		 		 	By:	 	/s/ J. William Bloore
		 		 		 	Name:	 	 J. William Bloore

		 		 		 	Title:	 	 Managing Director

				
		 	LENDER:	 		 	MUFG UNION BANK, N.A., as Lender, Swing Line Lender and L/C Issuer
					
		 		 		 	By:	 	/s/ J. William Bloore
		 		 		 	Name:	 	 J. William Bloore

		 		 		 	Title:	 	 Managing Director


 [Signature Page to Reporting Extension Agreement] 







 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
			
	LENDER:	 		 	WELLS FARGO BANK, N.A., as Lender
				
		 		 	By:	 	/s/ Marisa Phan
		 		 	Name:	 	 Marisa Phan

		 		 	Title:	 	 Senior Vice President


 [Signature Page to Reporting Extension Agreement] 







 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	LENDER:	 		 	SUNTRUST BANK, as Lender
				
		 		 	By:	 	/s/ Min Park
		 		 	Name:	 	 Min Park

		 		 	Title:	 	 Vice President


 [Signature Page to Reporting Extension Agreement] 







 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	LENDER:	 		 	UMB BANK N.A., as Lender
				
		 		 	By:	 	/s/ Cory Miller
		 		 	Name:	 	 Cory Miller

		 		 	Title:	 	 Senior Vice President


 [Signature Page to Reporting Extension Agreement] 







 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	LENDER:	 		 	KEYBANK NATIONAL ASSOCIATION, as Lender
				
		 		 	By:	 	/s/ Marc Evans
		 		 	Name:	 	 Marc Evans

		 		 	Title:	 	 Vice President


 [Signature Page to Reporting Extension Agreement] 







 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	LENDER:	 		 	COMERICA BANK, as Lender
				
		 		 	By:	 	/s/ Bradley J. Bell
		 		 	Name:	 	 Bradley J. Bell

		 		 	Title:	 	 Vice President


 [Signature Page to Reporting Extension Agreement]