GVHR » Topics » ARTICLE V. NOTICE

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

10.           Notice.

 

(a)             For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

 

 

(b)

If to the Executive:

 

 

 

Edwin E. Hightower, Jr.

 

2931 Dartmouth Ave. N.

 

St. Petersburg, FL 33713

 

 

 

If to the Company:

 

Gevity HR, Inc.

 

9000 Town Center Parkway

 

Bradenton, FL 34202

 

Attn: General Counsel

 

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herewith, except that notices of change of address shall be effective only upon receipt.

 

(c)           A written notice of Executive’s Date of Termination by the Company or Executive, as the case may be, to the other, shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) specify the termination date (which date shall be not less than fifteen (15) (thirty (30), if termination is by the Company for Disability) nor more than sixty (60) days after the giving of such notice).  The failure by Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

 

11.           Full Settlement; Resolution of Disputes.  The Company’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be in lieu and in full settlement of all other severance payments to Executive under any other severance or employment agreement between Executive and the Company, and any severance plan of the Company.  The Company’s obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others.  In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as provided in Section 4(b), such amounts shall not be reduced whether or not Executive obtains other employment.

 

12.           Employment with Subsidiaries.  Employment with the Company for purposes of this Agreement shall include employment with any Subsidiary.

 

13.           Survival.  The respective obligations and benefits afforded to the Company and Executive as provided in Sections 4 (to the extent that payments or benefits are owed as a result of a termination of employment that occurs during the term of this Agreement), 5 (to the extent that Payments are made to Executive as a result of a Change in Control that occurs during the term of this Agreement), 6, 7, 9(c) and 11 shall survive the termination of this Agreement.

 

14.           GOVERNING LAW.  THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS.

 

15.           Severability.  The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provision of this Agreement, which other provisions shall remain in full force and effect.  If the effect of a final

 

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and unappealable holding or finding that any such provision is either invalid, illegal or unenforceable is to modify to the Executive’s detriment, reduce or eliminate any compensation, reimbursement, payment, allowance or other benefit to the Executive intended by the Company and Executive in entering into this Agreement, the Company shall promptly negotiate and enter into an agreement with the Executive containing alternative provisions (reasonably acceptable to the Executive) that will restore to the Executive (to the extent legally permissible) substantially the same economic, substantive and income tax benefits the Executive would have enjoyed had any such provision of this Agreement been upheld as valid, legal and enforceable.

 

16.           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

 

10.           Notice.



 



(a)             For purposes of this Agreement, all notices
and other communications required or permitted hereunder shall be in writing
and shall be deemed to have been duly given when delivered or five (5) days
after deposit in the United States mail, certified and return receipt
requested, postage prepaid, addressed as follows:



 


















































 



(b)



If to the
Executive:



 



 



 



Edwin E. Hightower, Jr.



 



2931 Dartmouth Ave. N.



 



St. Petersburg, FL 33713



 



 



 



If to the Company:



 



Gevity HR, Inc.



 



9000 Town Center
Parkway



 



Bradenton, FL
34202



 



Attn: General
Counsel




 



10
















 



herewith, except that
notices of change of address shall be effective only upon receipt.



 



(c)           A
written notice of Executive’s Date of Termination by the Company or Executive,
as the case may be, to the other, shall (i) indicate the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive’s employment under the
provision so indicated and (iii) specify the termination date (which date
shall be not less than fifteen (15) (thirty (30), if termination is by the
Company for Disability) nor more than sixty (60) days after the giving of
such notice).  The failure by Executive
or the Company to set forth in such notice any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
Executive or the Company hereunder or preclude Executive or the Company from
asserting such fact or circumstance in enforcing Executive’s or the Company’s
rights hereunder.



 



11.           Full Settlement;
Resolution of Disputes.
  The Company’s
obligation to make any payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall be in lieu and in full settlement of
all other severance payments to Executive under any other severance or
employment agreement between Executive and the Company, and any severance plan
of the Company.  The Company’s
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against Executive or others.  In no event
shall Executive be obligated to seek other employment or take other action by
way of mitigation of the amounts payable to Executive under any of the
provisions of this Agreement and, except as provided in Section 4(b), such
amounts shall not be reduced whether or not Executive obtains other employment.



 



12.           Employment with
Subsidiaries.
  Employment with the
Company for purposes of this Agreement shall include employment with any
Subsidiary.



 



13.           Survival.  The respective obligations and benefits
afforded to the Company and Executive as provided in Sections 4 (to the
extent that payments or benefits are owed as a result of a termination of
employment that occurs during the term of this Agreement), 5 (to the extent
that Payments are made to Executive as a result of a Change in Control that
occurs during the term of this Agreement), 6, 7, 9(c) and 11 shall
survive the termination of this Agreement.



 



14.           GOVERNING LAW.  THE INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO
THE PRINCIPLE OF CONFLICTS OF LAWS.



 



15.           Severability.  The invalidity, illegality or
unenforceability of any provision of this Agreement shall not affect the
validity, legality or enforceability of any other provision of this Agreement,
which other provisions shall remain in full force and effect.  If the effect of a final



 



11
















 



and unappealable holding or finding that any such
provision is either invalid, illegal or unenforceable is to modify to the
Executive’s detriment, reduce or eliminate any compensation, reimbursement,
payment, allowance or other benefit to the Executive intended by the Company
and Executive in entering into this Agreement, the Company shall promptly
negotiate and enter into an agreement with the Executive containing alternative
provisions (reasonably acceptable to the Executive) that will restore to the
Executive (to the extent legally permissible) substantially the same economic,
substantive and income tax benefits the Executive would have enjoyed had any
such provision of this Agreement been upheld as valid, legal and enforceable.



 



16.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.



 



10.           Notice.



 



(a)             For purposes of this Agreement, all notices
and other communications required or permitted hereunder shall be in writing
and shall be deemed to have been duly given when delivered or five (5) days
after deposit in the United States mail, certified and return receipt
requested, postage prepaid, addressed as follows:



 


















































 



(b)



If to the
Executive:



 



 



 



Edwin E. Hightower, Jr.



 



2931 Dartmouth Ave. N.



 



St. Petersburg, FL 33713



 



 



 



If to the Company:



 



Gevity HR, Inc.



 



9000 Town Center
Parkway



 



Bradenton, FL
34202



 



Attn: General
Counsel




 



10
















 



herewith, except that
notices of change of address shall be effective only upon receipt.



 



(c)           A
written notice of Executive’s Date of Termination by the Company or Executive,
as the case may be, to the other, shall (i) indicate the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive’s employment under the
provision so indicated and (iii) specify the termination date (which date
shall be not less than fifteen (15) (thirty (30), if termination is by the
Company for Disability) nor more than sixty (60) days after the giving of
such notice).  The failure by Executive
or the Company to set forth in such notice any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
Executive or the Company hereunder or preclude Executive or the Company from
asserting such fact or circumstance in enforcing Executive’s or the Company’s
rights hereunder.



 



11.           Full Settlement;
Resolution of Disputes.
  The Company’s
obligation to make any payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall be in lieu and in full settlement of
all other severance payments to Executive under any other severance or
employment agreement between Executive and the Company, and any severance plan
of the Company.  The Company’s
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against Executive or others.  In no event
shall Executive be obligated to seek other employment or take other action by
way of mitigation of the amounts payable to Executive under any of the
provisions of this Agreement and, except as provided in Section 4(b), such
amounts shall not be reduced whether or not Executive obtains other employment.



 



12.           Employment with
Subsidiaries.
  Employment with the
Company for purposes of this Agreement shall include employment with any
Subsidiary.



 



13.           Survival.  The respective obligations and benefits
afforded to the Company and Executive as provided in Sections 4 (to the
extent that payments or benefits are owed as a result of a termination of
employment that occurs during the term of this Agreement), 5 (to the extent
that Payments are made to Executive as a result of a Change in Control that
occurs during the term of this Agreement), 6, 7, 9(c) and 11 shall
survive the termination of this Agreement.



 



14.           GOVERNING LAW.  THE INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO
THE PRINCIPLE OF CONFLICTS OF LAWS.



 



15.           Severability.  The invalidity, illegality or
unenforceability of any provision of this Agreement shall not affect the
validity, legality or enforceability of any other provision of this Agreement,
which other provisions shall remain in full force and effect.  If the effect of a final



 



11
















 



and unappealable holding or finding that any such
provision is either invalid, illegal or unenforceable is to modify to the
Executive’s detriment, reduce or eliminate any compensation, reimbursement,
payment, allowance or other benefit to the Executive intended by the Company
and Executive in entering into this Agreement, the Company shall promptly
negotiate and enter into an agreement with the Executive containing alternative
provisions (reasonably acceptable to the Executive) that will restore to the
Executive (to the extent legally permissible) substantially the same economic,
substantive and income tax benefits the Executive would have enjoyed had any
such provision of this Agreement been upheld as valid, legal and enforceable.



 



16.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.



 



This excerpt taken from the GVHR 8-K filed Feb 22, 2005.

ARTICLE V. NOTICE

        5.1     Method. Whenever by law, the Articles of Incorporation, or these Bylaws, notice is required to be given to any committee member, director, or shareholder and no provision is made as to how such notice shall be given, personal notice shall not be required and any such notice may be given (a) in writing, by mail, postage prepaid, addressed to such committee member, director, or shareholder at his or her address as it appears on the books or (in the case of a shareholder) the stock transfer records of the Corporation, or (b) by any other method permitted by law (including but not limited to overnight courier service, telegram, telex, telefax or communication by electronic transmission, or orally in the case of notice to directors or members of committees established by the Board of Directors). Any notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail as aforesaid. Any notice required or permitted to be given by overnight courier service shall be deemed to be delivered and given at the time delivered to such service with all charges prepaid and addressed as aforesaid. Any notice required or permitted to be given by telegram, telex, telefax or electronic transmission shall be deemed to be delivered and given at the time transmitted with all charges, if any, prepaid and addressed as aforesaid. If notice to a shareholder is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first class.

        5.2     Waiver. Whenever any notice is required to be given to any shareholder, director, or committee member of the Corporation by law, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be the effective waiver of such notice. Attendance of a shareholder, director, or committee member at a meeting shall constitute a waiver of objection to the lack of notice or defective notice of the meeting, unless the shareholder, director or committee member at the beginning of the meeting objects to the holding of the meeting or transacting business at the meeting, and a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder, director or committee member objects to considering the matter when it is presented.

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