EX-10.1 OFFER LETTER AGREEMENT/JAMES HARDEE



 





Exhibit 10.1




August 3, 2007




Via Hand Delivery

Mr. James Hardee




                         RE:   Offer of Employment



Dear Jim:




     We are very pleased to confirm our discussions regarding your joining Gevity as Senior Vice
President, Sales and Field Service, as soon as practicable. In this capacity, you will report
directly to Erik Vonk, Chairman and Chief Executive Officer, serve on the Company’s Executive Team
and be primarily responsible for the duties and responsibilities of this position set forth below
and as they may evolve over time. We have prepared the following general summary of the key terms
of our offer of employment for your review.




	 	 	 	 	 
	 

	 	Start Date:
	 	On or about August 15, 2007.
	 
	 	 	 	 
	 

	 	Primary Duties:
	 	Overseeing the Company’s sales and field service organization.

	 
	 	 	 	 
	 

	 	
	 	In this role you are end-responsible for the execution of the Company’s growth, expansion and client
retention plans and strategies.
	 
	 	 	 	 
	 

	 	Base Salary:
	 	$385,000 per year payable in equal installments of $14,807.69 on the Company’s normal bi-weekly payroll
schedule. You will be eligible for a first review on January 1, 2008.
	 
	 	 	 	 
	 

	 	Paid Time Off:
	 	You will be eligible for a total of 216 hours of paid time off (including 4 weeks of paid vacation)
during each calendar year of employment, prorated for partial years.
	 
	 	 	 	 
	 

	 	Cash Bonus:
	 	Short Term Incentive — Commencing on January 1, 2008, you will participate in the Short Term Incentive
Program for Executives. This program currently awards a target cash bonus amount equal to 80% of your
base salary actually paid to you during a calendar year (for performance at target level), 50% of target
at threshold and 150% of target at superior. The actual amount of the award will be based, in part, on
Mr. Vonk’s evaluation of your individual performance and contribution, as well as the overall financial
performance of the Company. Of course, all bonus






 









 





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	 	 	 	payments and compensation decisions regarding senior executives are subject to final approval by the Compensation Committee of the
Board.
	 
	 	 	 	 
	 

	 	 	 	For the remainder of 2007, this same program will apply on a pro-rated basis, based on your performance
over the remaining months of 2007, and payable at the same time as any other bonuses to Senior
Executives are paid, and subject to final approval by the Compensation Committee of the Board. For the
purpose of this program, a new production volume target will be set for the remainder of 2007.
Performance against this target will determine the pro-rated STI payout for this year.
	 
	 	 	 	 
	 

	 	Stock Options

And Restricted

Shares:
	 	Initial Stock Option Award — As an inducement to commence employment with Gevity, you will receive an
award of non-qualified stock options to purchase 45,000 shares of the Company’s common stock having a
10-year term and 4-year vesting schedule, pursuant to which 25% of such options vest on each anniversary
of the date of the award, with an exercise price equal to the price per share at the close of trading on
your first day of active employment. In addition, you will receive an award of 12,500 restricted shares
of the Company’s common stock having a 4-year vesting schedule, pursuant to which 25% of such shares
vest on each anniversary of the date of the award. Such options and restricted shares will be granted
under and subject to the terms of the Company’s 2005 Equity Incentive Plan.
	 
	 	 	 	 
	 

	 	 	 	Long Term Incentive — Commencing on January 1, 2008, you will participate in the Company’s Long Term
Incentive Plan for executives that will provide you with a target equity incentive, generally in the
form of a Stock Option grant or such other award type as determined by the Board or a duly authorized
Committee thereof, with a target value equal to 150% of your base salary (for performance at target
levels), 75% of target at threshold and 150% of target at superior, as determined by the Black-Scholes
valuation method (or such subsequently adopted valuation method). The actual annual award will be
recommended by Mr. Vonk to the Compensation Committee of the Board, based on the contribution of the
disciplines under your direct control as well as on overall performance of the Company.
	 
	 	 	 	 
	 

	 	Benefits:
	 	You are immediately eligible to participate in Gevity’s health and welfare
benefits. Should you elect to participate in Gevity’s health and welfare
benefits, they will begin immediately upon






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	 	 	 	your hire date. You should submit your Benefits Election Form
with your other new hire paperwork. The Company’s contribution
toward coverage commences as of your date of employment.
	 
	 	 	 	 
	 

	 	 	 	In case you would opt continuation of an existing plan, the
Company will make its best efforts to either contribute to that
plan or reimburse you for plan expenses for an aggregate value
approximately equal to contributions made by the Company to its
own plan on your behalf.
	 
	 	 	 	 
	 

	 	Relocation:
	 	In order to assist you with your relocation to the
Bradenton/Sarasota, FL area, and in lieu of any other
assistance available under the Company’s Relocation
Policy, you will be eligible for relocation assistance in
the amount of $250,000. You may utilize this budget to
assist you with temporary housing, house-hunting trips,
and similar expenses. It is anticipated that you will
relocate to the Bradenton/Sarasota, FL area by June 1,
2008, after which any unused balance of the $250,000 will
be paid to you on the first regular payroll date following
your relocation. Any amount paid to you will be subject
to gross-up for tax purposes.
	 
	 	 	 	 
	 

	 	Change in

Control:
	 	You will be eligible to enter into a Change in Control
Severance Agreement in the form customarily used by the
Company for other senior executives of the Company.
Generally, the agreement provides for certain payments to
you if you are terminated within a two (2) year period
following a change in control of the Company. Please refer
to the form of such agreement provided to you for the
specific terms and conditions.
	 
	 	 	 	 
	 

	 	Indemnification

Agreement:
	 	You will be eligible to enter into an Indemnification
Agreement with the Company in the customary form of such
agreement for senior executives, as the same may be
amended from time to time.
	 
	 	 	 	 
	 

	 	General

Severance:
	 	In the event your employment is terminated for Good Reason
or any reason other than for “Cause” and provided you
execute a full and complete general release of all
employment-related claims, if any, against the Company,
the Company will pay you the sum of one times your annual
base salary, as in effect at the time of your termination.
Such sum shall be paid to you in twenty-six (26) equal
payments on the Company’s regular bi-weekly payroll cycle
over the twelve (12) month period immediately following
the






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	 	 	 	termination of your employment but in no event shall payments
extend beyond March 15th of the year following your
termination. In addition, during the Severance Period, you may
continue to participate in the health and dental plans provided
to you as of the date of termination at the same level and in the
same manner as if your employment had not terminated. If the
terms of any benefit plan referred to in this section do not
permit your continued participation, then the Company will
arrange for other coverage providing substantially similar
coverage at no additional cost to you.
	 
	 	 	 	 
	 

	 	 	 	For purposes of this offer, Paragraph 1(c) of the Change of
Control Severance Agreement is incorporated herein to define
“Cause” and the circumstances in which your employment may be
terminated for Cause. “Good Reason” means, without Executive’s
express written consent, the occurrence of any of the following
events:
	 
	 	 	 	 
	 

	 	 	 	     (i) (A) any change in the duties or responsibilities of
Executive that is inconsistent in any material and adverse
respect with Executive’s primary position, duties,
responsibilities, or status with the Company (including any
material and adverse diminution of such duties or
responsibilities) or (B) a material and adverse change in
Executive’s titles or offices with the Company;
	 
	 	 	 	 
	 

	 	 	 	     (ii) a reduction by the Company in Executive’s rate of
annual base salary or annual target bonus opportunity as the same
may be increased from time to time; or
	 
	 	 	 	 
	 

	 	 	 	     (iii) any requirement of the Company that Executive be based
anywhere more than fifty (50) miles from the office where
Executive is located at the time of his initial employment.
	 
	 	 	 	 
	 

	 	 	 	An isolated, insubstantial and inadvertent action taken in good
faith and which is remedied by the Company within ten (10) days
after receipt of notice thereof given by Executive shall not
constitute Good Reason. Executive’s right to terminate employment
for Good Reason shall not be affected by Executive’s incapacities
due to mental or physical illness and Executive’s continued
employment shall not constitute consent to, or a waiver of rights
with respect to, any event or condition constituting Good Reason;
provided, however, that Executive must provide notice of
termination of employment within thirty (30) days following
Executive’s knowledge of an event constituting Good Reason or
such event shall not constitute Good Reason under this Agreement.






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     As a condition of employment, the Company must be satisfied that you are not subject to any
agreement or understanding that would directly or indirectly restrict your ability to perform
duties for the Company. You will also need to successfully undergo a background check and drug
screen prior to beginning employment. Further, as a senior executive, you will be required to
qualify for registration as a “controlling person” under the various state laws that regulate the
Company’s business.



     Please let us know whether you accept these general terms of employment, by signing in the
space provided below, and returning a copy to my attention.



     Jim, we believe that the position of Senior Vice President, Sales and Field Service provides
an excellent opportunity for you to join a strong leadership team and share in the direct
responsibility for the ongoing success of an exciting, challenging, and growing company.



     Our senior management and the board of directors look forward to welcoming you to the Gevity
team.



	 	 	 	 	 
	 	Very Truly Yours,

 	 
	 	/s/ Erik Vonk
 	 
	 	Erik Vonk 	 
	 	Chairman and Chief Executive Officer 	 
	 



Agreed to and Accepted by:




	 	 	 	 	 
	 	 	 
	 /s/ James Hardee
 	 
	James Hardee 	 
	 	 	 



Cc: Edwin E. Hightower, Jr., Esq.





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