GVHR » Topics » Item 1.01 Entry into Material Definitive Agreement

This excerpt taken from the GVHR 8-K filed Dec 30, 2008.

Item 1.01 Entry into Material Definitive Agreement

On December 29, 2008, Gevity HR, Inc. (the “Company”) renewed its workers’ compensation program and related policies with AIG Global Risk Management, acting on behalf of member insurance companies of American International Group (AIG) Commercial Insurance, effective January 1, 2009 for a one-year term. As with the Company’s 2008 workers’ compensation program, the Company shall maintain a $1 million per occurrence deductible and will make regular payments to AIG to cover program costs and estimated future claims costs. Maintenance of the $1 million deductible level, coupled with the Company’s favorable plan experience, results in lower program costs for the 2009 program. The 2009 program includes a reduction in monthly premium payments required to cover claims liabilities in the deductible layer from an annual amount of $56.0 million in 2008 to an annual amount of $39.2 million in 2009. Other premium and administrative expenses for the 2009 program payable monthly to AIG are initially estimated at an annual amount of $12.7 million compared to $16.0 million for the 2008 program. Certain premium amounts are subject to adjustment based upon differences between estimated and actual workers’ compensation wages incurred during 2009 and the resulting changes in manual premium.

The Company intends to file a redacted copy of the AIG binder in its next periodic report along with a request for confidential treatment.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

GEVITY HR, INC.

 

(Registrant)

 

 

 

Dated: December 30, 2008

By:

/s/ Edwin E. Hightower, Jr.

 

Name:

Edwin E. Hightower, Jr.

 

Title:

Senior Vice President and Chief Legal

 

 

Officer

 

 

 

 

 

 

 

This excerpt taken from the GVHR 8-K filed Oct 2, 2008.

Item 1.01 Entry into Material Definitive Agreement

 

On October 1, 2008, Blue Cross and Blue Shield of Florida, Inc. and Health Options, Inc. (collectively referred to as "BCBSF"), entered into a Health Care Benefits Contract with Gevity HR, Inc. (the “Company”) providing for the continued offering of BCBSF benefit plan options to the Company’s Florida-based clients and their worksite employees as part of the Company’s full range of services through September 30, 2009.

 

BCBSF is the Company’s primary partner in Florida, delivering medical care benefits to approximately 19,000 Florida-based client employees. The Company’s policy with BCBSF is a minimum premium policy pursuant to which the Company is obligated to reimburse BCBSF for the cost of the claims incurred by participants under the plan, plus the cost of plan administration. The administrative costs per covered client employee associated with this policy are specified in the agreement and aggregate loss coverage is provided to the Company at the level of 115% of projected claims for the plan year beginning October 1, 2008.

 

The Company is required to pre-fund the estimated monthly expenses and claim liability charges of the plan by the first of each calendar month. The estimated monthly expenses are based upon the Minimum Premium Rate and the Annual Excess liability rate, as set forth in the agreement, times the number of insureds. The monthly estimated claim liability charge is based upon an average of monthly paid claims as determined by BCBSF based on three month periods specified in the agreement. Differences between the pre-funded amounts and actual amounts subsequently determined shall be settled in the following month.

 

As part of the Company’s obligation to BCBSF, the Company posted an irrevocable letter of credit in favor of BCBSF in an initial amount of $5,000,000 on October 1, 2008 which shall be increased monthly by approximately $1,000,000 over a seven month period until it reaches $11,765,830 on May 1, 2009.

 

The Company intends to file a redacted copy of the BCBSF agreement in its next periodic report along with a request for confidential treatment.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

GEVITY HR, INC.

 

 

(Registrant)

 

 

 

Dated: October 2, 2008

By:

/s/ Edwin E. Hightower, Jr.

 

Name:

Edwin E. Hightower, Jr.

 

Title:

Senior Vice President and Chief

 

 

Legal Officer

 

 

 

 

 

This excerpt taken from the GVHR 8-K filed May 24, 2007.

Item 1.01 Entry into Material Definitive Agreement

On May 16, 2007, United HealthCare Services, Inc. and United HealthCare Insurance Company, (collectively referred to as "UnitedHealthcare "), entered into a Group Benefits Agreement with Gevity HR, Inc. (the “Company”) providing for the continued offering of UnitedHealthcare and their partner carriers Oxford, PacifiCare, and Neighborhood Health (collectively referred to as “United”) as additional benefit plan options to the Company’s clients and their worksite employees as part of the Company’s full range of services through September 30, 2008. The agreement is a fixed cost contract that caps the Company’s annual liability. Additionally, the agreement provides for the offering of group health insurance contracts issued by United to Gevity Edge Select clients. 

 

Gevity intends to file a redacted copy of the UnitedHealthcare agreement in its next periodic report along with a request for confidential treatment.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

GEVITY HR, INC.

(Registrant)

 

Dated: May 24, 2007

By:      /s/

Edwin E. Hightower, Jr.  

 

 

Name:

Edwin E. Hightower, Jr.

 

 

Title:

Vice President and General Counsel

 

 

 

 

 

 

 

 

 

 

This excerpt taken from the GVHR 8-K filed Mar 10, 2006.
Entry into a Material Definitive Agreement.

 

Effective March 7, 2006, Gevity HR, Inc. (the “Company”) entered into a letter agreement with Gregory M. Nichols, with respect to his resignation as the Company’s Senior Vice President, General Counsel and Corporate Secretary.

 

Pursuant to the agreement, Mr. Nichols continued his employment with the Company through February 28, 2006. The Company paid Mr. Nichols his previously established 2005 target level bonus award of $88,000 for services performed during 2005.

 

The Company also agreed to pay Mr. Nichols an amount equal to $22,000 per month through December 31, 2006, in addition to providing certain benefits, including compensation for accrued paid time off, outplacement expenses, and access to health benefits. Options held by Mr. Nichols to purchase common stock of the Company that vest on or have vested prior to February 28, 2006 may be exercised by Mr. Nichols during the ninety days after February 28, 2006, as provided for in the plan under which such options were issued.

 

The foregoing summary of the material provisions of the letter agreement with Mr. Nichols does not purport to be complete and is qualified in its entirety by reference to the letter agreement filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(c)

Exhibits.

 

Exhibit No.

Description

10.1

Agreement between Gevity HR, Inc. and Gregory M. Nichols, effective March 7, 2006.

 

 

 

This excerpt taken from the GVHR 8-K filed Feb 27, 2006.
Entry into a Material Definitive Agreement.

 

On February 22, 2006, the Compensation Committee (the "Committee") of the Board of Directors of Gevity HR, Inc. (the "Company") certified and approved the terms of the Company’s 2006 compensation program.

 

This excerpt taken from the GVHR 8-K filed Feb 22, 2006.
Entry Into a Material Definitive Agreement.

 

Effective as of February 15, 2006, Gevity HR, Inc. (“Gevity”), and Blue Cross and Blue Shield of Florida, Inc. and its subsidiary Health Options, Inc. (together “BCBSF/HOI”), amended the Health Care Benefits Contract (“Contract”), dated as of October 1, 2005, between the parties, in order to remove certain restrictions in the Contract regarding the exclusivity of BCBSF/HOI as the provider of health products to Gevity client employees in Florida. A copy of the amendment is filed herewith as Exhibit 10.1.

 

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(c)

Exhibits.

 

Exhibit No.

Description

10.1

Health Care Benefits Contract, Amendment No. 1, dated as of February 15, 2006.

 

 

 

 

This excerpt taken from the GVHR 8-K filed Dec 22, 2005.
Entry into a Material Definitive Agreement.

 

On December 21, 2005, AIG Risk Management, Inc., acting on behalf of member insurance companies of American International Group, Inc. (“AIG”), renewed its workers’ compensation program and related policies with Gevity HR, Inc. (the “Company”) effective January 1, 2006 for a one-year term. The renewal is on similar terms as the Company’s 2005 workers’ compensation program with AIG with a reduction in monthly premium payments required to cover claims liabilities in the $2.0 million per-occurrence deductible layer from an annual amount of $100.0 million in 2005 to an annual amount of $90.0 million in 2006.

 

In addition, through a new reinsurance arrangement, the Company has reduced its 2006 per-occurrence deductible from $2.0 million to $500,000. This is compared to a reinsurance arrangement for the 2005 workers’ compensation program year that reduced the per-occurrence deductible from $2.0 million to $750,000. The Company believes the lower per-occurrence deductible will provide a reduction in its potential exposure to insurance-related costs.

 

Gevity intends to file a redacted copy of the AIG agreement in its next periodic report along with a request for confidential treatment.

 

 

 

This excerpt taken from the GVHR 8-K filed Nov 14, 2005.
Entry into a Material Definitive Agreement.

 

The board of directors of Gevity HR, Inc. (the "Company") and the compensation committee thereof, from time to time, grant equity awards to employees and directors of the Company under the Gevity HR, Inc. 2005 Equity Incentive Plan. The 2005 Plan was previously approved by the board of directors and the shareholders of the Company on May 12, 2005 and was filed as Exhibit B to the Company's Proxy Statement on Schedule 14A as filed on April 8, 2005.

 

On May 25, 2005, Gevity filed the forms of agreements and notices to evidence various types of awards made to the Company’s employees and directors pursuant to the 2005 Plan on a Form S-8 Registration Statement. Since that date, the Company has made minor modifications to certain of those forms of awards and has provided for separate awards for executive officers of the Company. The revised, current form of each of the awards for the 2005 Plan are included for filing herewith as Exhibits 10.1 through 10.6.

 

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(c)

Exhibits.

 

Exhibit No.

Description

10.1

Form of Employee Stock Option Award pursuant to the Gevity HR, Inc. 2005 Equity Incentive Plan

10.2

Form of Employee Restricted Stock Award pursuant to the Gevity HR, Inc. 2005 Equity Incentive Plan

10.3

Form of Executive Stock Option Award pursuant to the Gevity HR, Inc. 2005 Equity Incentive Plan

10.4

Form of Executive Restricted Stock Award pursuant to the Gevity HR, Inc. 2005 Equity Incentive Plan

10.5

Form of Non-Employee Director Stock Option Award pursuant to the Gevity HR, Inc. 2005 Equity Incentive Plan

10.6

Form of Non-Employee Director Restricted Stock Award pursuant to the Gevity HR, Inc. 2005 Equity Incentive Plan

 

 

 

 

 

 

This excerpt taken from the GVHR 8-K filed Oct 4, 2005.
Entry into a Material Definitive Agreement.

 

On September 28, 2005, Gevity HR, Inc. (“Gevity”) renewed its agreement with Blue Cross and Blue Shield of Florida, Inc. (“BCBSF”) for BCBSF to continue to provide health insurance and health maintenance organization products to Gevity’s internal and client group employees, effective October 1, 2005.

 

BCBSF is Gevity’s primary partner in Florida, delivering medical care benefits to approximately 600 internal employees and 23,000 Florida-based client employees. Gevity’s policy with BCBSF is a minimum premium policy expiring September 30, 2008, to renew automatically unless otherwise terminated or revised. Pursuant to the agreement, Gevity is obligated to reimburse BCBSF for the cost of the claims incurred by participants under the plan, plus the cost of plan administration. The administrative costs per covered client employee associated with this policy are specified by year and aggregate loss coverage is provided to Gevity at the level of 110% of projected claims for the plan year beginning October 1, 2005.

 

Gevity is required to pre-fund the estimated monthly expenses and claim liability charges of the plan by the first of each calendar month. The estimated monthly expenses are based upon the Minimum Premium Rate and the Annual Excess liability rate, as set forth in the agreement, times the number of insureds. The estimated claim liability charge is based upon expected claims for the annual contract period divided by 12. Differences between the pre-funded amounts and actual amounts subsequently determined shall be settled in the following month.

 

Gevity’s obligation to BCBSF may require an Irrevocable Letter of Credit (“LOC”) in favor of BCBSF if a certain Coverage Ratio, as set forth in the agreement, is not maintained. The Coverage Ratio is calculated quarterly. Calculation of a Coverage Ratio outside of the minimum requirement will require an LOC valued at up to two months of projected claims. As of September 30, 2005, the minimum coverage ratio was met and no LOC was required.

 

Gevity intends to file a redacted copy of this agreement in its next periodic report along with a request for confidential treatment.

 

 

This excerpt taken from the GVHR 8-K filed Jul 1, 2005.

Item 1.01.      Entry into a Material Definitive Agreement.

        On July 1, 2005, Gevity HR Inc. (the "Company") announced that on June 6, 2005, the Company and Clifford M. Sladnick entered into an offer letter agreement (a copy of which is filed as Exhibit 10.1 hereto) containing the general terms of employment of Mr. Sladnick by the Company as its Chief Administrative Officer. The appointment of Mr. Sladnick to the newly-created position of Chief Administrative Officer of the Company was approved by the Company’s Board of Directors and the terms of his employment in such position were approved by the Compensation Committee of the Board of Directors of the Company.

        Following is a description of the material terms of his employment:

    Mr. Sladnick will assume his position as Chief Administrative Officer and begin his employment with the Company on or about July 6, 2005, or on such other date as may be mutually agreed upon between him and the Company.

        As Chief Administrative Officer, Mr. Sladnick will be responsible for:

Overseeing the merger and acquisition, joint venture and alliance functions of the Company.

Overseeing the Company’s capital management functions including corporate finance, development and implementation of a long-term capital strategy and lifecycle management as well as investor relations.

Overseeing the Company’s legal affairs and regulatory compliance matters.

    Mr. Sladnick will be paid an annual base salary of $345,000 and will be eligible to receive a cash bonus under the Company’s short-term incentive program for executives. The amount of his cash bonus will be 50% of his base salary for performance at threshold level of performance, 66.67% of his base salary for performance at target level of performance and 100% of his base salary for performance at superior level of performance. The actual amount of the award will be determined by the Compensation Committee of the Board of Directors of the Company and will be prorated for the period of his active employment during 2005.

        In addition, Mr. Sladnick will participate in the Company’s long-term incentive plan for executives that will provide him with an opportunity to receive equity incentive awards, expected to be in the form of options to purchase common stock of the Company, with a value equal to 75% of his base salary for performance at threshold level of performance, 100% of his base salary for performance at target level of performance and 150% of his base salary for performance at superior level of performance, with such options valued for this purpose by the Black-Scholes valuation method or by any subsequently adopted method of valuing stock options granted under the Company’s incentive plans for executives. For 2005 long-term incentive award purposes, the number of shares underlying options to be awarded to Mr. Sladnick will be 39,977 shares for performance at the target level, 29,983 shares for performance at the threshold level and 59,965 shares for performance at the superior level, with such numbers of shares being prorated for less than a full year of active employment based upon the number of actual days of employment during 2005. The exercise price of such options will be the fair market value of the Company’s common stock on the date of grant, which will be the date on which the Compensation Committee of the Board of Directors determines the number of shares underlying such options, based upon his performance, and grants the options, expected to be in February 2006.

        As an inducement to commence employment with the Company, Mr. Sladnick will be granted a nonqualified option on his first day of active employment with the Company to purchase 75,000 shares of common stock of the Company at an exercise price equal to the closing price of such common stock on such day, with such option to have a 10-year term and a four year vesting schedule, pursuant to which 25% of such option will vest on each anniversary of the date of the grant. In addition, as a further inducement to commence employment with the Company, on the same day Mr. Sladnick will be awarded 25,000 shares of restricted common stock of the Company, having a four year vesting schedule pursuant to which 25% of such shares vest on each anniversary of the date of the award, provided that he is still then employed by the Company.

        Options to purchase common stock of the Company referred to above and the shares of restricted stock to be awarded to Mr. Sladnick will be granted or awarded, as the case may be, under and subject to the terms of the Company’s 2005 Equity Incentive Plan.

        In addition to the standard items covered under the Company’s relocation policy, and subject to a total relocation expense limitation of $250,000, the Company will either pay or reimburse Mr. Sladnick for closing costs associated with the sale of his residence in the Chicago, Illinois area, interest on the mortgage on that residence, family visits and commuting expenses to the Bradenton, Florida area, moving and storage expenses for his personal property and household effects, and temporary living expenses in the Bradenton/Sarasota area, in each case subject to specific dollar limitations, all as set forth in Exhibit 10.1 hereto.

        Mr. Sladnick is eligible to enter into, and is expected to execute, a Change of Control Severance Agreement in the form customarily used by the Company for other senior executives of the Company. The Agreement will provide for certain payments in the event Mr. Sladnick is employed by the Company at the time of a "change of control" (as defined in such agreement) and his employment is terminated within two years after the change of control for a reason other than for "cause" (as defined in such agreement) or by him for "good reason" (as defined in such agreement). In such event, the agreement will provide for a payment of a lump sum payment equal to the sum of his average annual incentive bonus earned in the three years prior to the termination or his target annual incentive bonus for the year in which the termination occurs, whichever is greater ("Bonus Amount"), multiplied by the fraction of the fiscal year elapsed through the date of termination, but reduced by any annual incentive bonus amounts paid to him during the fiscal year in which the termination occurs, plus accrued but unpaid vacation pay, plus a lump sum payment equal to the sum of (i) two times the amount of his highest annual rate of base salary during the one year period prior to his termination plus (ii) two times his Bonus Amount. In most instances of a change in control, the options to purchase common stock of the Company and the shares of restricted common stock held by him at the time of the change of control would fully vest at that time. If he would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the Company will pay him an additional amount to put him in the same after-tax position as if the excise tax never applied.

        Further, irrespective of whether a change of control has occurred, if Mr. Sladnick’s employment is terminated by the Company for any reason other than for cause (as defined in the Change of Control Severance Agreement) or by him for “good reason” (as defined in the offer letter filed as Exhibit10.1 hereto), and provided he executes a full and complete general release of all employment-related claims, if any, against the Company, the Company will pay him an amount equal to his annual base salary then in effect ratably over the one year following his termination of employment. In such event, Mr. Sladnick may continue to participate in the Company’s health and dental plans or be provided equivalent health and dental coverage at the Company’s expense for such one-year period.

    Mr. Sladnick is eligible to enter into, and is expected to execute, an indemnification agreement with the Company in customary form for senior executives of the Company, and is required to enter into a customary form of nonsolicitation, noncompete and confidentiality agreement which generally limits his solicitation of Company clients, use of Company confidential information and his employment by a competitor of the Company for a period of one year after his employment with the Company terminates.

        See Item 5.02 of this Current Report on Form 8-K for further information concerning Mr. Sladnick.

This excerpt taken from the GVHR 8-K filed Jun 10, 2005.

Item 1.01.      Entry into a Material Definitive Agreement.

        On June 6, 2005, Gevity HR, Inc. (the “Company”) entered into a Lease Agreement with Osprey-Lakewood Ranch Properties, LLC, a Florida limited liability company, as landlord. Under the terms of the lease agreement, the Company has leased from the landlord approximately 96,552 square feet in the building known as 9000 Town Center Parkway located at 9000 Town Center Parkway, Bradenton, Florida 34202. The lease is for a term of 10 years, unless sooner terminated or extended as provided in the lease agreement, commencing on the later of (i) the substantial completion of certain improvements referred to in the lease agreement or (ii) December 1, 2005. The lease agreement provides for a commercially reasonable base rent in consideration of the size and type of building and the surrounding area. The base rent will increase 3% each year commencing on the first anniversary of the commencement date of the term of the lease. The Company has deposited a security deposit equal to two months base rent with the landlord, which amount can be applied by the landlord to correct defaults by the Company under the lease agreement. The Company has an option to purchase an undivided 50% interest in the leased property under the terms and conditions provided in the lease agreement.

        The Company has the option to renew the lease for two additional terms of five years each on the same terms and conditions as are applicable to the initial term, except that the base annual rent during each renewal term will be equal to the fair market base annual rent for the leased property determined in accordance with the lease agreement; provided, however, that the base annual rent during each year of a renewal term will not be less than the base annual rent during the last year of the immediately preceding term.

        The Company’s approximately 500 Bradenton area employees are expected to move into the new facility during the fourth quarter of 2005.

        A copy of the lease agreement is filed as Exhibit 10.1 hereto.

This excerpt taken from the GVHR 8-K filed May 16, 2005.

Item 1.01.        Entry Into a Material Definitive Agreement

Approval of the 2005 Equity Incentive Plan

        On May 12, 2005, the shareholders of Gevity HR, Inc. (the “Company”) approved the Gevity HR, Inc. 2005 Equity Incentive Plan (the “2005 Equity Plan”). The 2005 Equity Plan was approved by the Company’s Board of Directors on February 16, 2005, subject to shareholder approval.

        The 2005 Equity Plan authorizes the Company, under the direction of the Compensation Committee of the Company’s Board of Directors, to make broad based grants of stock options, stock appreciation rights, stock awards, dividend equivalent rights, performance unit awards and phantom shares (collectively “stock incentives”) to employees, consultants, and other service providers and to non-employee directors. The primary purpose of the awards is to attract and retain talented employees, further align employee and shareholder interests, continue to closely link employee compensation with Company performance and maintain a culture based upon employee stock ownership.

        A maximum of 2,000,000 shares of the Company’s common stock are reserved for issuance under the 2005 Equity Plan pursuant to stock incentives. Of this amount, the maximum aggregate number of shares of common stock subject to stock awards, stock appreciation rights, dividend equivalent rights, phantom shares and performance unit awards which may be settled in stock that may be granted under the plan may not exceed 400,000. Any additional allocation of shares requires shareholder approval. No further stock incentive awards will be made under the Company’s 1997 and 2002 stock incentive plans.

        A more detailed summary of the material features of the 2005 Equity Plan is set forth in the Company’s definitive proxy statement for the 2005 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 8, 2005 (the “Proxy Statement”) under the heading “Proposal 2: Approval of the 2005 Equity Incentive Plan”. That summary in the Proxy Statement and the description of the 2005 Equity Plan herein are qualified in their entirety by reference to the full text of the plan, which is included as part of the Proxy Statement and is filed as Exhibit 10.1 to this report.

Approval of the 2005 Executive Incentive Compensation Plan

        On May 12, 2005, the shareholders of Company also approved the Gevity HR, Inc. 2005 Executive Incentive Compensation Plan (the “2005 Executive Plan”). The 2005 Executive Plan was approved by the Company’s Board of Directors on February 16, 2005, subject to shareholder approval. No further executive incentive programs will be established under the Company’s Annual Incentive Plan for Executive Officers, which was approved by the shareholders on May 30, 2002.

        The 2005 Executive Plan authorizes the Company, under the direction of the Compensation Committee, to provide incentive compensation for executive officers, including the Chief Executive Officer, President, Chief Operating Officer, Chief Administrative Officer, Chief Financial Officer, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.

        The Compensation Committee will establish, for each eligible executive selected to participate in the 2005 Executive Plan, the performance measures and the performance period to which the performance measures will relate. The incentive award for any performance period may be either a flat dollar amount or a percentage of the applicable participant’s average base compensation, in either case conditional upon the attainment of the established performance measures. The incentive awards may be payable in cash or shares of the Company’s common stock or a combination of the two provided that any portion of the incentive award paid in shares of the Company’s common stock must be funded under the 2005 Equity Plan, subject to any limitations in the 2005 Equity Plan. The amount of the incentive award payable to any participant attributable to a performance period of less than twenty-four months may not exceed $3,000,000. The amount of the incentive award payable to any participant attributable to a performance period that is equal to or greater than twenty-four months may not exceed $5,000,000.

        A more detailed summary of the material features of the 2005 Executive Plan is set forth in the Proxy Statement under the heading “Proposal 3: Approval of the 2005 Executive Incentive Compensation Plan”. That summary in the Proxy Statement and the description of the 2005 Executive Plan herein are qualified in their entirety by reference to the full text of the plan, which is included as part of the Proxy Statement and is filed as Exhibit 10.2 to this report.

This excerpt taken from the GVHR 8-K filed Feb 15, 2005.

Item 1.01. Entry into a Material Definitive Agreement.

        The board of directors of Gevity HR, Inc. (the "Company") and the compensation committee thereof, from time to time, grant equity awards to employees and directors of the Company under the Gevity HR, Inc. 1997 Stock Incentive Plan, as amended and restated (the "1997 Plan") and the Gevity HR, Inc. 2002 Stock Incentive Plan (the "2002 Plan"). The 1997 Plan was previously approved by the board of directors and the shareholders of the Company and was filed as Exhibit 4.1 to the Company's Registration Statement No. 333-68929 on Form S-8, Amendment No. 1, filed September 30, 2003. In addition, the 2002 Plan was previously approved by the board of directors and the shareholders of the Company and was filed as Exhibit B to the Company's Proxy Statement on Schedule 14A filed April 25, 2002. Attached for filing herewith as Exhibits 10.1 through 10.6 are the forms of agreements and notices that the Company uses to evidence the various types of awards made to the Company's employees and directors pursuant to the 1997 and 2002 Plans.

This excerpt taken from the GVHR 8-K filed Jan 11, 2005.

Item 1.01. Entry into a Material Definitive Agreement.

        The Compensation Committee of the Board of Directors of Gevity HR, Inc. set the base salaries of the company’s named executive officers to be effective as of the first regularly scheduled pay period of 2005 (January 2, 2005), as follows:

Erik Vonk $600,000
Lisa J. Harris $345,000
Sal J. Uglietta $345,000
Peter C. Grabowski $260,000
Gregory M. Nichols $220,000

        The Compensation Committee will also consider the nature and amount of incentive payments for each of the company’s named executive officers, which may take the form of cash and/or equity-based awards for 2004 performance, as well as establishing incentive targets for 2005 performance which will be finalized after the company closes its books for 2004 and prior to the end of the first quarter of 2005.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
    Date: January 11, 2005


    GEVITY HR, INC.


    By:    /s/ Gregory M Nichols
           Gregory M. Nichols
         Senior Vice President and General          Counsel
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