SEPARATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS
Exhibit 99.1
050508
SEPARATION AGREEMENT AND
FULL AND FINAL RELEASE OF CLAIMS
FULL AND FINAL RELEASE OF CLAIMS
This Separation Agreement and Full and Final Release of Claims (“Agreement”) is made and
entered into between Xxxxxxxx X. Xxxxxxxx (“Xx. Xxxxxxxx” or “Employee”) and Gevity HR, Inc.
(“Gevity” or “Employer”).
WHEREAS, Xx. Xxxxxxxx and Gevity entered into a letter agreement dated May 26, 2005 (“Letter
Agreement”) which provides for certain payments to be made to Xx. Xxxxxxxx and required Xx.
Xxxxxxxx to enter into a Non-Solicitation, Non-Compete and Confidentially Agreement;
WHEREAS, Xx. Xxxxxxxx and Gevity have mutually agreed to terminate Xx. Xxxxxxxx’x employment
relationship on the terms and conditions set forth in this Agreement;
WHEREAS, Xx. Xxxxxxxx and Gevity desire to enter into this Agreement which supersedes the
Letter Agreement and provides for certain payments and benefits to be made to Xx. Xxxxxxxx upon his
termination of employment and imposes certain requirements on Xx. Xxxxxxxx;
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth,
intending to be legally bound hereby, Xx. Xxxxxxxx and Gevity agree as follows:
1. SEVERANCE. Xx. Xxxxxxxx and Gevity have mutually agreed to end their employment
relationship (and Xx. Xxxxxxxx’x employment relationship with all subsidiaries of Gevity) effective
July 31, 2008 (“Separation Date”). The Separation Date shall constitute Xx. Xxxxxxxx’x “separation
from service” within the meaning of Section 409A of the Internal Revenue Code (“Code”) from Gevity.
In resolution of their employment relationship, Xx. Xxxxxxxx and Gevity have agreed to the terms
below.
2. BENEFITS. In consideration of his decision to enter into this Agreement, and
conditioned upon Xx. Xxxxxxxx’x compliance with his Non-Solicitation, Non-Compete and
Confidentially Agreement dated July 11, 2005 (a copy of which is attached as Exhibit A) and
Sections 4, 5, and 16 of this Agreement (regardless of whether such Non-Solicitation, Non-Compete
and Confidentiality Agreement and such sections of this Agreement are otherwise deemed
enforceable), Gevity agrees to provide Xx. Xxxxxxxx with the following:
(a) on each of Gevity’s regular pay dates, payment of Xx. Xxxxxxxx’x base salary of
$13,846.15 (less applicable tax and other withholdings) for services Xx. Xxxxxxxx renders to
Gevity as a Gevity employee through the Separation Date;
(b) payment of any amounts owed to Xx. Xxxxxxxx as a Gevity employee under Gevity’s benefit
plans and programs through the Separation Date, including but not limited to accrued but
unused vacation to the extent provided in Gevity’s vacation policy;
(c) reimbursement before the Separation Date in accordance with Gevity’s normal business
expense reimbursement policy of $125,000 (less applicable tax and other withholdings) of
travel and accommodation expenses incurred by Xx. Xxxxxxxx in commuting to Bradenton while a
Gevity employee prior to January 1, 2008; provided, however, the expenses paid by Gevity
during any taxable year of Xx. Xxxxxxxx will not affect the expenses paid by Gevity in
another taxable year, this right to reimbursement is not subject to liquidation or exchange
for another benefit, and the $125,000 will not be increased to make Xx. Xxxxxxxx whole for
any income taxes incurred by Xx. Xxxxxxxx on the payment made under this § 2(c);
(d) reimbursement in accordance with Gevity’s normal business expense reimbursement policy
of business expenses incurred by Xx. Xxxxxxxx while a Gevity employee for the period
beginning on January 1, 2008 and ending on the Separation Date (including for this purpose
reimbursement of up to $15,000 (less applicable tax and other withholdings) for Xx.
Xxxxxxxx’x travel expenses between Chicago and Bradenton and accommodation expenses in
Bradenton incurred prior to the Separation Date), provided Xx. Xxxxxxxx timely and properly
submits such expenses in accordance with Gevity’s normal business expense reimbursement
policy; provided, however, the expenses paid by Gevity during any taxable year of Xx.
Xxxxxxxx will not affect the expenses paid by Gevity in another taxable year, this right to
reimbursement is not subject to liquidation or exchange for another benefit, and this
reimbursement amount will not be increased to make Xx. Xxxxxxxx whole for any income taxes
incurred by Xx. Xxxxxxxx on such reimbursement amount; and
(e) a cash payment totaling $360,000, payable in equal installments of $13,846.15 (less
applicable tax withholdings) on each of Gevity’s regular pay dates, beginning on the first
pay date following the Separation Date, and continuing through the pay date that covers July
31, 2009 provided, however, that if $360,000 has not been paid in full on July 31, 2009, the
final payment shall be in such amount as is necessary such that the total of all payments
under this Section 2(e) equals $360,000, and provided, further, that all of the payments
otherwise due to be made under this Section 2(e) before February 1, 2009 shall be delayed
and paid in a single lump sum payment on Gevity’s first regular pay date that comes on or
after February 1, 2009;
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(f) medical and dental coverage for Xx. Xxxxxxxx and his eligible dependants under the
Gevity insured group health plan, as in effect from time to time, for the period which
begins on Xx. Xxxxxxxx’x Separation Date and ends on the January 31, 2010 (“Coverage
Termination Date”) with Gevity paying toward this coverage the same premium Gevity pays for
active executive officers; if Xx. Xxxxxxxx and his eligible dependents are eligible for
COBRA coverage on the Coverage Termination Date (with the Coverage Termination Date treated
as the date Xx. Xxxxxxxx terminates employment with Gevity solely for purposes of having
such date treated as a qualifying event for Xx. Xxxxxxxx), Xx. Xxxxxxxx shall have the right
to purchase COBRA healthcare continuation coverage at that time under Gevity’s group health
plan on such terms and subject to such conditions as set forth in Section 4980B of the Code
and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as
amended;
(g) group term life insurance, short term disability and long term disability coverage
(with Gevity paying the applicable premiums) for Xx. Xxxxxxxx for the period which begins on
Xx. Xxxxxxxx’x Separation Date and ends on the Coverage Termination Date and at the same
coverage level in effect immediately prior to Xx. Xxxxxxxx’x Separation Date; provided,
however, such coverage is subject to all the terms, conditions and limitations of the Gevity
group term life, short term disability and long term disability plans as in effect from time
to time;
(h) subject to the conditions set forth in this § 2(h), a lump sum payment on March 15, 2009
equal to 50% ($120,060) of the cash bonus Xx. Xxxxxxxx would have received under Gevity’s
short term incentive bonus plan for 2008 had Xx. Xxxxxxxx remained employed for the entire
period applicable for such bonus; provided, however, this payment is conditioned on both (1)
Xx. Xxxxxxxx satisfying the objective individual performance criteria established by
Gevity’s Compensation Committee (with input from Gevity’s CEO) for this bonus and (2) Gevity
satisfying the corporate performance criteria applicable to Xx. Xxxxxxxx under the 2008
short term incentive bonus plan but, for purposes of this cash payment to Xx. Xxxxxxxx,
these Gevity corporate performance criteria shall be deemed automatically satisfied with
respect to $60,030 (which is 50% of the amount payable to Xx. Xxxxxxxx under this § 2(h)) if
cash bonuses are paid to Gevity’s executive officers for 2008; and
(i) the right to exercise any unexercised Gevity stock options granted under the option
agreements dated on or about July 11, 2005, February 22, 2006, and April 20, 2007 to the
extent Xx. Xxxxxxxx is vested in such options on the Separation Date and shares of
restricted stock granted on or about July 11, 2005 to the extent Xx. Xxxxxxxx is vested in
such shares on the Separation Date; provided, however, such right to exercise such options
and receive such shares is subject to all the existing terms, conditions, and limitations in
the applicable
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stock option plan and option certificates (including, without limitation, any exercise
periods in such plan and certificates) and in the applicable restricted stock certificate.
Except as described in Sections 2(a) through 2(h), Xx. Xxxxxxxx’x eligibility for, coverage under,
and participation in all retirement, savings, welfare, fringe benefit, compensation and bonus plans
shall terminate on the Separation Date. The benefits in Sections 2(e), (f), (g), (h) and, to the
extent provided in the applicable stock option plan and option certificates, (i) shall continue to
be payable and/or enforceable regardless of Xx. Xxxxxxxx’x death or disability, and the provisions
of this Section 2 shall be enforceable by Xx. Xxxxxxxx’x heirs and/or personal representatives, as
applicable. Upon Xx. Xxxxxxxx’x disability, payment shall be made to Xx. Xxxxxxxx or, in the event
a legal guardian has been appointed for Xx. Xxxxxxxx and Gevity is notified in writing of such
appointment, his legal guardian (in Gevity’s discretion), and upon Xx. Xxxxxxxx’x death, payment
shall be made to Xx. Xxxxxxxx’x estate, all in such manner and at such times as set forth in this
Section 2.
3. NO OBLIGATION. Xx. Xxxxxxxx acknowledges and agrees that the monies and benefits
set forth in Section 2 represent good, valuable and sufficient consideration for the mutual
promises and duties set forth in this Agreement.
4. RELEASES BY GEVITY AND XX. XXXXXXXX.
(a) In consideration for the payments being provided to him above, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
subject to the provisions of Section 4(b) below, Xx. Xxxxxxxx, for himself, attorneys,
heirs, executors, administrators, successors and assigns, fully, finally and forever
releases and discharges Gevity, all parent, subsidiary and/or affiliated companies, as well
as its and their successors, assigns, officers, directors, agents, representatives,
attorneys, stockholders, insurers, employees and employee benefit plans or programs (and the
trustees, administrators, fiduciaries, and insurers of such plans or programs), and any
other person acting by, through, under, or in concert with any of the persons or entities
listed in this section (collectively, the “Gevity Releasees”), of and from any and all
liability, claims, demands, actions, obligations, causes of action, suits, grievances,
damages, losses, and expenses, of any and every nature whatsoever, known or unknown, at law
or in equity, suspected or unsuspected, anticipated or unanticipated, which Xx. Xxxxxxxx may
have had, claims to have had, or now has or claims to have, which are or may be based on any
facts, acts, conduct, documents, representations, omissions, contracts, deferred
compensation plans, claims, events or other things occurring at any time on or before the
date of this Agreement and arising out of or relating to Xx. Xxxxxxxx’x employment with or
separation from Gevity. It is understood that, subject to the provisions of Section 4(b)
below, this Release includes, but is not limited to all claims, actions
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or causes of action that were or could have been asserted during the negotiations over this
Agreement, any claims, actions or causes of action that were or could have been asserted
before any administrative agency or in court, as well as any claims, actions, or causes of
action for fraud, misrepresentation, defamation, discrimination or harassment in any form,
retaliation, any claims under any federal, state, local or other governmental statute or
ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Americans with Disabilities Act, the Older Workers Benefit
Protection Act, the Age Discrimination in Employment Act of 1967, the Employee Retirement
Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the
Florida Civil Rights Act, and any and all other federal, state or local statutes, rules,
ordinances, or regulations; any and all claims for alleged wrongful discharge, retaliation,
negligent or intentional infliction of emotional distress, and breach of contract; any and
all claims for compensation, bonuses, commissions, lost wages, stock or stock options, or
unused accrued vacation or sick pay; any and all claims for severance or similar benefits or
to post-employment health or group insurance benefits; any and all claims for attorneys’
fees, costs or indemnification; and any and all other claims resulting from any alleged
unlawful behavior or conduct by any Gevity Releasee the existence of which is specifically
denied by the Gevity Releasees.
(b) Notwithstanding the foregoing, nothing in this Agreement is intended to waive or
otherwise modify Xx. Xxxxxxxx’x right to (i) enforce this Agreement, (ii) seek unemployment
or workers’ compensation benefits, (iii) pursue other claims that cannot by statute or
otherwise be released by private agreement, (iv) seek indemnification from Gevity or any
subsidiary or other affiliate thereof for claims made as a result of his serving or having
served as an officer or director of Gevity, to the extent such indemnification is provided
to Xx. Xxxxxxxx under the Articles of Incorporation or Bylaws of Gevity, applicable
corporate law, or that certain Indemnification Agreement (the “Indemnification Agreement”)
between Xx. Xxxxxxxx and Gevity dated as of July 22, 2005; (v) enforce the option agreements
evidencing any options vested as of the Separation Date for the period, if any, such options
are exercisable pursuant to the terms of such option agreements after the Separation Date;
(vi) receive shares of restricted stock vested as of the Separation Date pursuant to the
terms of the applicable restricted stock plan and applicable restricted stock certificates;
(vii) receive any vested benefits payable to Xx. Xxxxxxxx under the terms of Gevity’s 401(k)
plan or (viii) enforce any consulting agreement entered into by Xx. Xxxxxxxx and Gevity for
periods after the Separation Date.
(c) In consideration of Xx. Xxxxxxxx’x agreement to accept the terms and provisions of this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and subject to the provisions of Section 4(d) below, Gevity, for
itself, its subsidiaries, affiliates,
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successors and assigns, fully, finally and forever releases and discharges Xx. Xxxxxxxx, his
heirs, executors, administrators and assigns, and any other person acting by, through,
under, or in concert with any of the persons or entities listed in this section (the
“Sladnick Releasees”), of and from any and all liability, claims, demands, actions,
obligations, causes of action, suits, grievances, damages, losses, and expenses, of any and
every nature whatsoever, known or unknown, at law or in equity, suspected or unsuspected,
anticipated or unanticipated, which Gevity may have had, claims to have had, or now has or
claims to have, which are or may be based on any facts, acts, conduct, documents,
representations, omissions, contracts, deferred compensation plans, claims, events or other
things occurring at any time on or before the date of this Agreement and arising out of or
relating to Xx. Xxxxxxxx’x employment with or separation from Gevity. It is understood that
this Release includes, but is not limited to all claims, actions or causes of action that
were or could have been asserted during the negotiations over this Agreement, any claims,
actions or causes of action that were or could have been asserted before any administrative
agency or in court, the existence of which is specifically denied by the Sladnick Releasees.
(d) Notwithstanding the foregoing, nothing in this Agreement is intended to waive or
otherwise modify and Gevity does not release (i) any claims to enforce this Agreement or any
agreement that remain in full force and effect under Section 14, (ii) any claims against Xx.
Xxxxxxxx or the Sladnick Releasees resulting from any fraud, misappropriation, embezzlement
or similar act by Xx. Xxxxxxxx or Xx. Xxxxxxxx’x willful, intentional or reckless violation
of any federal, state or local statute, rule, or regulation, or (iii) claims that cannot by
statute or otherwise be released by private agreement.
5. NO OTHER CLAIMS. Xx. Xxxxxxxx and Gevity, respectively, represent that neither
they nor anyone on their behalf has filed, nor assigned to others the right to file, nor are there
currently pending by Xx. Xxxxxxxx or Gevity or anyone on their behalf, any complaints, charges or
lawsuits against the Gevity Releasees or the Sladnick Releasees (as the case may be), or any of
them, with any governmental agency, any court or with or in any other forum, and that neither
Xx. Xxxxxxxx nor Gevity nor anyone on their behalf will file, assign to others the right to file,
or make any further claims against the Gevity Releasees or the Sladnick Releasees (as the case may
be), or any of them, at any time for any alleged acts or omissions covered by the releases in
Section 4 above. The parties agree that in the event they (or anyone on their behalf) assert any
claim or file any complaint, charge or lawsuit, or any of them, that is covered by the releases in
Section 4 above, such party waives any monetary recovery or other individual relief in such action
and shall pay all of the attorneys’ fees, expenses and costs incurred by the defending party in
responding to such claim, complaint or action; provided, however, that nothing in this Agreement
shall prohibit or impose any liability
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on either party for filing a charge or complaint with, or participating in any investigation by,
any governmental agency.
6. CERTAIN STATEMENTS; REFERENCES. Xx. Xxxxxxxx agrees that he has not during the
time period while this Agreement was being negotiated or was under consideration by Xx. Xxxxxxxx
and will not knowingly make statements to Gevity’s clients, employees, vendors, shareholders,
investors or to any other member of the public that in any way could be deemed to negatively
criticize, denigrate or disparage Gevity, Gevity’s products or services, Gevity’s business, or
Gevity’s past or present agents, officers, directors, representatives or employees. Gevity agrees
that the members of the Board of Directors of Gevity and the corporate officers of Gevity have not
during the time period while this Agreement was being negotiated or was under consideration and
provided that Xx. Xxxxxxxx directs all requests for references as set forth herein, will not
knowingly make statements to Gevity’s clients, employees, vendors, shareholders, investors or to
any other member of the public that in any way could be deemed to negatively criticize, denigrate
or disparage Xx. Xxxxxxxx. With respect to reference requests, Gevity agrees to provide only dates
of employment, base salary at the time of Xx. Xxxxxxxx’x separation and position(s) held.
Reference requests will be directed only to Xxxxxxx Xxxxxxxxx, the Chairman and Chief Executive
Officer designate, or if he no longer occupies that position or the Chief Executive Officer
position, the employee occupying the position of General Counsel, who shall communicate
substantially the substance of the public announcement made concerning Xx. Xxxxxxxx’x departure
from Gevity. Gevity will undertake reasonable steps to ensure that any material inquiries (other
than reference requests directed to Xx. Xxxxxxxxx) regarding Xx. Xxxxxxxx’x departure from Gevity
are directed to Xxxxx X. Xxxxxxxxx, Xx. or such other person who is then General Counsel.
7. NON-ADMISSION OF LIABILITY OR WRONGFUL CONDUCT. Gevity and Xx. Xxxxxxxx agree that
the payments made and other consideration received pursuant to this Agreement shall not be
construed as an admission by any Gevity Releasee or Sladnick Releasee of any legal liability or
acts of wrongdoing or discrimination; nor shall it be used as evidence or an admission by any
Gevity Releasee or Sladnick Releasee of such liability, wrongdoing, or discrimination.
8. COMPLETE TERMINATION OF EMPLOYMENT RELATIONSHIP AND RETURN OF PROPERTY. Gevity and
Xx. Xxxxxxxx agree as a matter of intent that as of the Separation Date, this Agreement terminates
all aspects of the employment relationship between them. As part of an amicable resolution to the
employment relationship between the parties, Xx. Xxxxxxxx acknowledges that he does not and will
not seek reinstatement, future employment, or return to active employee status with Gevity. Xx.
Xxxxxxxx further acknowledges that Gevity shall not be under any obligation whatsoever to consider
him for reinstatement, employment, reemployment or other similar status at any time.
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Xx. Xxxxxxxx acknowledges, understands, and agrees that within three (3) business days from
the Separation Date, he must return all files, memoranda, records, Gevity credit cards, Gevity
manuals, computer equipment, computer software, cellular phones, and any other equipment or
documents (including all copies and excerpts), and all other physical or electronic property of
similar type that he received from Gevity and/or that he used in the course of his employment with
Gevity; provided, however, Xx. Xxxxxxxx and Xxxxx X. Xxxxxxxxx (General Counsel) may agree in
writing (including in any consulting agreement between Xx. Xxxxxxxx and Gevity) to Xx. Xxxxxxxx’x
continued use of certain equipment and documents after the Separation Date.
9. CONFIDENTIALITY. The nature and terms of, and the circumstances surrounding the
execution of this Agreement are strictly confidential and have not been and shall not be disclosed
by Xx. Xxxxxxxx or Gevity at any time to any person except to each party’s lawyers, accountants or,
in the case of Xx. Xxxxxxxx his immediate family without the prior written consent of an officer of
Gevity (in the case of disclosures by Xx. Xxxxxxxx) or the prior written consent of Xx. Xxxxxxxx
(in the case of disclosures by Gevity), except as required by applicable law and as may be
necessary in any legal proceedings directly related to the provisions and terms of this Agreement,
to prepare and file income tax forms, pursuant to court order after reasonable notice to the other
party, or in response to a disclosure made by the other party.
10. 401(k) PLAN. The parties acknowledge and agree that Xx. Xxxxxxxx’x right to
payment of his vested benefit under the Gevity 401(k) plan shall be determined under the terms of
the Gevity 401(k) plan document.
11. DIRECTOR AND OFFICER LIABLITY INSURANCE. After the Separation Date, Xx. Xxxxxxxx
will be covered under Gevity’s director and officer liability insurance for the period that Xx.
Xxxxxxxx was an officer and director of Gevity to the extent set forth under the director and
officer liability insurance contract in effect as of the Separation Date.
12. GOVERNING LAW. This Agreement shall be interpreted under the laws of the State of
Florida without regard to principles of conflicts of law.
13. SEVERABILITY. It is the intent of the parties that the provisions of this
Agreement shall be enforced to the fullest extent permitted by law. Accordingly, if any particular
section(s), subsection(s) or portion(s) of this Agreement shall be held invalid or unenforceable as
written, such section(s), subsection(s) or portion(s) shall be modified to the extent necessary to
be valid or enforceable. Such modification shall not affect the remaining provisions of this
Agreement. To the extent any section(s), subsection(s) or portion(s) of this Agreement are found
invalid or unenforceable and cannot be modified to be valid or enforceable, then the Agreement
shall be construed as if that section(s), subsection(s) or portion(s) were deleted, and all
remaining terms and provisions shall be enforceable in law or equity in accordance with their
terms.
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14. SOLE AND ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between
the parties. Any prior agreements between or directly involving the parties to the Agreement
(including but not limited to the Letter Agreement and the Change in Control Severance Agreement
dated July 22, 2005 between Xx. Xxxxxxxx and Gevity) are superseded by the terms of this Agreement
and thus are rendered null and void, except for (a) the Non-Solicitation, Non-Compete and
Confidentiality Agreement dated July 11, 2005 between Gevity and Xx. Xxxxxxxx, (b) the option
agreements dated on or about July 11, 2005, February 22, 2006, and April 10, 2007 between Gevity
and Xx. Xxxxxxxx to the extent applicable to options vested as of the Separation Date, (c) the
restricted stock certificate dated on or about July 11, 2005 between Gevity and Xx. Xxxxxxxx to the
extent applicable to shares of restricted stock vested as of the Separation Date, and (d) the
Indemnification Agreement, each of which shall remain in full force and effect in accordance with
its existing terms. In addition, any consulting agreement entered into between Gevity and
Xx. Xxxxxxxx after the date of this Agreement for consulting services to be rendered after the
Separation Date shall be separate from the Agreement and enforceable in accordance with its terms.
15. NO OTHER PROMISES. Xx. Xxxxxxxx affirms that the only consideration for
Xx. Xxxxxxxx’x signing this Agreement is that set forth in this Agreement, that no other promise or
agreement of any kind has been made to or with him by any person or entity to cause him to execute
this document, and that he fully understands the meaning and intent of this Agreement, including
but not limited to, its final and binding effect.
16. KNOWING AND VOLUNTARY WAIVER. For the purpose of implementing full and complete
releases and discharges as set forth in Section 4, the parties expressly acknowledge that this
Agreement is intended to include in its effect, without limitation, all claims which the parties do
not know or suspect to exist at the time they sign the Agreement, and that the Agreement
contemplates the extinguishment of any such claim or claims, except as expressly provided in
Section 4.
17. COUNTERPARTS. This Agreement may be signed in counterpart and each counterpart
shall have the same force and effect as though the signatures were contained in a single document.
Facsimile signatures shall also have the same force and effect as original signatures.
18. LEGALLY BINDING AGREEMENT. Xx. Xxxxxxxx understands and acknowledges: (1) that
this is a legally binding release; (2) that by signing this Agreement, he is hereafter barred from
instituting claims against Gevity in the manner and to the extent set forth in Sections 4 and 5
above; and (3) that this Agreement is final and binding.
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19. MODIFICATION. No amendments or modifications of this Agreement shall be valid or
binding upon the Parties unless made in writing and signed by the Parties hereto.
20. REPRESENTATIONS. Gevity hereby represents and warrants to Xx. Xxxxxxxx as
follows:
(a) Gevity is duly organized, validly existing and in good standing under the laws of the
State of Florida;
(b) Gevity has the power and authority to execute, deliver and perform its obligations under
this Agreement; the execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of Gevity; this Agreement has been duly
executed and delivered by a duly authorized officer of Gevity and constitutes the legal,
valid and binding agreement of Gevity, enforceable in accordance with its terms.
21. SECTION 409A AND OTHER TAX MATTERS. To the extent this Agreement is subject to
Section 409A of the Code, Xx. Xxxxxxxx and Gevity intend all payments under this Agreement to
comply with the requirements of such section, and this Agreement shall, to the extent practical, be
operated and administered to effectuate such intent. To the extent necessary to avoid adverse tax
consequences under Section 409A of the Code, the timing of any payment under this Agreement shall
be delayed by six months and one day in a manner consistent with § 409A(a)(2)(B)(i) of the Code.
All tax and other amounts which Gevity is required to withhold or deduct will be deducted from the
payments to Xx. Xxxxxxxx under this Agreement.
PLEASE READ CAREFULLY. BY SIGNING BELOW, YOU ATTEST THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU
UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS YOU HAVE OR MAY
HAVE AGAINST GEVITY AND/OR OTHER GEVITY RELEASEES.
Date: May 5, 2008
|
/s/ Xxxxxxxx X. Xxxxxxxx | |||||
| Xxxxxxxx X. Xxxxxxxx | ||||||
| For: | Gevity HR, Inc. | |||||
Date:
May 5, 2008
|
By: | /s/ Xxxxx X. Xxxxxxxxx, Xx. | ||||
| Xxxxx X. Xxxxxxxxx, Xx. | ||||||
| Vice President and General Counsel | ||||||
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