GVHR » Topics » Miscellaneous

This excerpt taken from the GVHR 8-K filed May 4, 2009.

Miscellaneous

 

Gevity has agreed to pay Credit Suisse a customary fee for its financial advisory services in connection with the merger, a significant portion an aggregate fee of $3.0 million, $1.0 million of which was paid in connection with the rendering of Credit Suisse’s opinion and $2.0 million of which is contingent upon the consummation of the merger. Credit Suisse also became entitled to receive a fee upon the rendering of its opinion.  In addition, Gevity has agreed to reimburse Credit Suisse for its reasonable expenses, including reasonable fees and expenses of its legal counsel, and to indemnify Credit Suisse and certain related parties for certain liabilities and other items, including liabilities under the federal securities laws, arising out of or related to its engagement.”

 

Additional Information and Where to Find it

 

In connection with the Merger, Gevity filed a definitive proxy statement with the SEC on April 15, 2009.  INVESTORS AND SECURITY HOLDERS OF GEVITY ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The Proxy Statement has been mailed to shareholders of Gevity.  Investors and security holders may obtain a free copy of the Proxy Statement, and other documents filed by Gevity with the SEC, at the SEC’s web site at http://www.sec.gov.  In addition, the documents filed by Gevity with the SEC may be obtained free of charge by contacting Gevity at Gevity HR, Inc., Attn: Investor Relations, 9000 Town Center Parkway, Bradenton, Florida 34202, Telephone: 1-800-243-8489, extension 4034. Gevity’s filings with the SEC are also available on its website at gevity.com.

 

The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the Merger. Information about the Company’s executive officers and directors and their ownership of the Company’s common shares is set forth in the Proxy Statement which was filed with the SEC on April 15, 2009.

 

6



 

This excerpt taken from the GVHR DEFA14A filed May 4, 2009.

Miscellaneous

 

Gevity has agreed to pay Credit Suisse a customary fee for its financial advisory services in connection with the merger, a significant portion an aggregate fee of $3.0 million, $1.0 million of which was paid in connection with the rendering of Credit Suisse’s opinion and $2.0 million of which is contingent upon the consummation of the merger. Credit Suisse also became entitled to receive a fee upon the rendering of its opinion.  In addition, Gevity has agreed to reimburse Credit Suisse for its reasonable expenses, including reasonable fees and expenses of its legal counsel, and to indemnify Credit Suisse and certain related parties for certain liabilities and other items, including liabilities under the federal securities laws, arising out of or related to its engagement.”

 

Additional Information and Where to Find it

 

In connection with the Merger, Gevity filed a definitive proxy statement with the SEC on April 15, 2009.  INVESTORS AND SECURITY HOLDERS OF GEVITY ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The Proxy Statement has been mailed to shareholders of Gevity.  Investors and security holders may obtain a free copy of the Proxy Statement, and other documents filed by Gevity with the SEC, at the SEC’s web site at http://www.sec.gov.  In addition, the documents filed by Gevity with the SEC may be obtained free of charge by contacting Gevity at Gevity HR, Inc., Attn: Investor Relations, 9000 Town Center Parkway, Bradenton, Florida 34202, Telephone: 1-800-243-8489, extension 4034. Gevity’s filings with the SEC are also available on its website at gevity.com.

 

The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the Merger. Information about the Company’s executive officers and directors and their ownership of the Company’s common shares is set forth in the Proxy Statement which was filed with the SEC on April 15, 2009.

 

6



 

These excerpts taken from the GVHR 10-K filed Mar 16, 2009.

17.           Miscellaneous.

 

(a)           No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 

(b)           Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder, including without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

 

(c)           Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, his estate or his beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, his estate or his beneficiaries under any other employee benefit plan or compensation program of the Company.

 

(d)           If any amounts which are required or determined to be paid or payable or reimbursed or reimbursable to the Executive under this Agreement (or, following a Change in Control, under any other plan, agreement, policy or arrangement with the Company) are not so paid promptly at the times provided hereon or therein, such amounts shall accrue interest at an annual percentage rate of ten percent (10%) from the date such amounts were required or determined to have been paid or payable or reimbursed or reimbursable to the Executive until such amounts and any interest accrued thereon are finally and fully paid; provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law.

 

12



 

(e)           The Executive acknowledges receipt of a copy of this Agreement (together with any attachments hereto), which has been executed in duplicate and agrees that, with respect to the subject matter hereof, this is the entire agreement with the Company. Any other oral or any written representations, understandings or agreements with the Company or any of its officers or representatives covering the same subject matter which are in conflict with this Agreement hereby are merged into and superseded by the provisions of this Agreement.  Notwithstanding anything to the contrary in this Agreement, any payments made or benefits provided under this Agreement shall be an offset to the payments and/or benefits otherwise payable under any other agreement between Executive and the Company.

 

(f)            To the extent this Agreement is subject to Section 409A of the Code, Executive and the Company 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.

 

(g)           If the Company engages in a sale of substantially all its assets and Executive is offered comparable employment with the buyer of such assets, the Company and the buyer shall specify in writing at the time of the sale whether Executive has a termination of employment in connection with the sale; provided, however, (i) the buyer must accept assignment of this Agreement in order for the Company to agree that no termination of employment has occurred, (ii) if the buyer and the Company fail to specify whether a termination of employment has occurred, Executive shall be treated as having terminated employment and (iii) any determination of whether a termination of employment has occurred shall be made in accordance with Treas. Reg. 1.409A-1(h)(4).

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

 

 

 

GEVITY HR, Inc.

 

 

 

/s/ Garry J. Welsh

 

Name:

Garry J. Welsh

 

Title:

Chief Financial Officer

 

 

 

/s/Edwin E. Hightower, Jr.

 

Executive

 

13


17.           Miscellaneous.



 



(a)           No
provision of this Agreement may be modified or waived unless such modification
or waiver is agreed to in writing and signed by Executive and by a duly
authorized officer of the Company.  No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.



 



(b)           Failure
by Executive or the Company to insist upon strict compliance with any provision
of this Agreement or to assert any right Executive or the Company may have
hereunder, including without limitation, the right of Executive to terminate
employment for Good Reason, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.



 



(c)           Except
as otherwise specifically provided herein, the rights of, and benefits payable
to, Executive, his estate or his beneficiaries pursuant to this Agreement are
in addition to any rights of, or benefits payable to, Executive, his estate or
his beneficiaries under any other employee benefit plan or compensation program
of the Company.



 



(d)           If
any amounts which are required or determined to be paid or payable or
reimbursed or reimbursable to the Executive under this Agreement (or, following
a Change in Control, under any other plan, agreement, policy or arrangement
with the Company) are not so paid promptly at the times provided hereon or
therein, such amounts shall accrue interest at an annual percentage rate of ten
percent (10%) from the date such amounts were required or determined to have
been paid or payable or reimbursed or reimbursable to the Executive until such
amounts and any interest accrued thereon are finally and fully paid; provided,
however, that in no event shall the amount of interest contracted for, charged
or received hereunder exceed the maximum non-usurious amount of interest
allowed by applicable law.



 



12
















 



(e)           The
Executive acknowledges receipt of a copy of this Agreement (together with any
attachments hereto), which has been executed in duplicate and agrees that, with
respect to the subject matter hereof, this is the entire agreement with the
Company. Any other oral or any written representations, understandings or
agreements with the Company or any of its officers or representatives covering
the same subject matter which are in conflict with this Agreement hereby are
merged into and superseded by the provisions of this Agreement.  Notwithstanding anything to the contrary in
this Agreement, any payments made or benefits provided under this Agreement
shall be an offset to the payments and/or benefits otherwise payable under any
other agreement between Executive and the Company.



 



(f)            To
the extent this Agreement is subject to Section 409A of the Code,
Executive and the Company 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.



 



(g)           If the Company engages
in a sale of substantially all its assets and Executive is offered comparable
employment with the buyer of such assets, the Company and the buyer shall
specify in writing at the time of the sale whether Executive has a termination
of employment in connection with the sale; provided, however, (i) the
buyer must accept assignment of this Agreement in order for the Company to
agree that no termination of employment has occurred, (ii) if the buyer
and the Company fail to specify whether a termination of employment has
occurred, Executive shall be treated as having terminated employment and (iii) any
determination of whether a termination of employment has occurred shall be made
in accordance with Treas. Reg. 1.409A-1(h)(4).



 



IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer of the Company and Executive has executed
this Agreement as of the day and year first above written.



 



 







































 



GEVITY HR, Inc.



 



 



 



/s/ Garry J. Welsh



 



Name:



Garry J. Welsh



 



Title:



Chief Financial Officer



 



 



 



/s/Edwin E.
Hightower, Jr.



 



Executive




 



13
















EX-10.43
3
a09-1778_1ex10d43.htm
EX-10.43
















17.           Miscellaneous.



 



(a)           No
provision of this Agreement may be modified or waived unless such modification
or waiver is agreed to in writing and signed by Executive and by a duly
authorized officer of the Company.  No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.



 



(b)           Failure
by Executive or the Company to insist upon strict compliance with any provision
of this Agreement or to assert any right Executive or the Company may have
hereunder, including without limitation, the right of Executive to terminate
employment for Good Reason, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.



 



(c)           Except
as otherwise specifically provided herein, the rights of, and benefits payable
to, Executive, his estate or his beneficiaries pursuant to this Agreement are
in addition to any rights of, or benefits payable to, Executive, his estate or
his beneficiaries under any other employee benefit plan or compensation program
of the Company.



 



(d)           If
any amounts which are required or determined to be paid or payable or
reimbursed or reimbursable to the Executive under this Agreement (or, following
a Change in Control, under any other plan, agreement, policy or arrangement
with the Company) are not so paid promptly at the times provided hereon or
therein, such amounts shall accrue interest at an annual percentage rate of ten
percent (10%) from the date such amounts were required or determined to have
been paid or payable or reimbursed or reimbursable to the Executive until such
amounts and any interest accrued thereon are finally and fully paid; provided,
however, that in no event shall the amount of interest contracted for, charged
or received hereunder exceed the maximum non-usurious amount of interest
allowed by applicable law.



 



12
















 



(e)           The
Executive acknowledges receipt of a copy of this Agreement (together with any
attachments hereto), which has been executed in duplicate and agrees that, with
respect to the subject matter hereof, this is the entire agreement with the
Company. Any other oral or any written representations, understandings or
agreements with the Company or any of its officers or representatives covering
the same subject matter which are in conflict with this Agreement hereby are
merged into and superseded by the provisions of this Agreement.  Notwithstanding anything to the contrary in
this Agreement, any payments made or benefits provided under this Agreement
shall be an offset to the payments and/or benefits otherwise payable under any
other agreement between Executive and the Company.



 



(f)            To
the extent this Agreement is subject to Section 409A of the Code,
Executive and the Company 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.



 



(g)           If the Company engages
in a sale of substantially all its assets and Executive is offered comparable
employment with the buyer of such assets, the Company and the buyer shall
specify in writing at the time of the sale whether Executive has a termination
of employment in connection with the sale; provided, however, (i) the
buyer must accept assignment of this Agreement in order for the Company to
agree that no termination of employment has occurred, (ii) if the buyer
and the Company fail to specify whether a termination of employment has
occurred, Executive shall be treated as having terminated employment and (iii) any
determination of whether a termination of employment has occurred shall be made
in accordance with Treas. Reg. 1.409A-1(h)(4).



 



IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer of the Company and Executive has executed
this Agreement as of the day and year first above written.



 



 







































 



GEVITY HR, Inc.



 



 



 



/s/ Garry J. Welsh



 



Name:



Garry J. Welsh



 



Title:



Chief Financial Officer



 



 



 



/s/Edwin E.
Hightower, Jr.



 



Executive




 



13
















EX-10.43
3
a09-1778_1ex10d43.htm
EX-10.43
















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