GVHR » Topics » Limitations on Awards under the Plan

This excerpt taken from the GVHR DEF 14A filed Apr 17, 2008.

Limitations on Awards under the Plan

        In addition to the limitation discussed above under Stock Subject to the Plan, the Plan contains a number of limitations on awards that our board believes are consistent with the interests of our shareholders and sound corporate governance practices. These include:

      No Repricing.    Other than in connection with a change in the Company's capitalization, the exercise price of an Option and the price of a Stock Appreciation Right may not be reduced without shareholder approval.

      No Reload Grants.    The Plan prohibits reload grants or the granting of Options in consideration for, or conditional upon, delivery of shares to Gevity in payment of the exercise price and/or tax withholding obligation under another stock option.

      No Discount Stock Options.    The Plan prohibits the granting of Options with an exercise price of less than the fair market value of our common stock on the date of grant.

      Limitation on Option Terms.    Generally, the Plan limits the term of Options to ten years.

      Annual Limit on Grants to Employees and Directors.    To the extent required under Section 162(m) of the Code, the maximum number of shares of our common stock with

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      respect to Options and Stock Appreciation Rights granted in any fiscal year may not exceed 200,000 for any employee (or 300,000 for a new hire who will serve as an executive officer) and 15,000 for any non-employee director.

      Limit on Performance Unit Awards to any Employee.    The maximum aggregate dollar amount of Performance Unit Awards that may be granted during any fiscal year of Gevity to any employee may not exceed $1,000,000.

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