EX-10.56 EMPLOYMENT OFFER LETTER/ MICHAEL COLLINS



 





EXHIBIT 10.56




February 20, 2006




VIA ELECTRONIC DELIVERY

Mr. Michael Collins




Dear Michael:




     We are very pleased to confirm our discussions regarding your joining Gevity as Chief
Marketing Officer, based at our field support office in Bradenton, Florida. In this capacity, you
will report directly to Roy King, President and Chief Operating Officer, 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 March 13, 2006.
	 
	 	 	 	 
	 

	 	Primary Duties:
	 	Product/Solution Marketing & Management
	 

	 	 	 	Strategy & Business Analysis
	 

	 	 	 	Customer/Prospect & Market Requirements including field and
	 

	 	 	 	customer driven enhancement requests
	 

	 	 	 	Pricing
	 

	 	 	 	Field & Customer Launches
	 

	 	 	 	Product/Solutions Management
	 
	 	 	 	 
	 

	 	 	 	Field Marketing & Sales Support
	 

	 	 	 	Lead Generation & Management
	 

	 	 	 	Telemarketing to generate and qualify leads
	 

	 	 	 	New market and geography launch support
	 

	 	 	 	Training
	 

	 	 	 	Collateral/Sales Kits
	 

	 	 	 	Database Marketing & Data Management
	 

	 	 	 	Events — Gevity Business Edge seminars,
	 

	 	 	 	Local Seminars & Webinars
	 
	 	 	 	 
	 

	 	 	 	Business Development
	 

	 	 	 	Affinity and Alliance Partnerships
	 
	 	 	 	 
	 

	 	 	 	Market Strategy
	 

	 	 	 	Competitive analysis, with these on-going findings being
	 

	 	 	 	translated into web content and sales tools
	 

	 	 	 	Market research including pricing studies






 









 






	 	 	 	 	 
	 

	 	 	 	Gevity Institute
	 

	 	 	 	Leverage as competitive advantage as company penetrates middle
	 

	 	 	 	market space
	 
	 	 	 	 
	 

	 	 	 	External Marketing & Awareness Building
	 
	 	 	 	 
	 

	 	 	 	Client/Partner Communications
	 

	 	 	 	Marcom
	 

	 	 	 	Collateral development
	 

	 	 	 	Messaging/positioning
	 

	 	 	 	Brand identity compliance
	 

	 	 	 	Commercial content for website
	 

	 	 	 	Corporate events and industry tradeshows
	 

	 	 	 	Corporate communications and PR
	 
	 	 	 	 
	 

	 	 	 	Other duties as assigned.
	 
	 	 	 	 
	 

	 	 Base Salary:
	 	$265,000 per year payable in equal installments of
	 

	 	 	 	$10,192.31 on the Company’s normal bi-weekly payroll
	 

	 	 	 	schedule.
	 
	 	 	 	 
	 

	 	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:
	 	Commencing on the date of you employment, you will
	 

	 	 	 	participate in a cash bonus program that will provide a
	 

	 	 	 	target bonus amount equivalent to 50% of base salary at
	 

	 	 	 	threshold, 66.7% at target and 100% at superior, calculated
	 

	 	 	 	on the base salary actually paid to you during a calendar
	 

	 	 	 	year. The actual amount of the award, either more or less,
	 

	 	 	 	will be based, in part, on an evaluation of your individual
	 

	 	 	 	performance and contribution, as well as the overall
	 

	 	 	 	financial performance of the Company. Of course, all bonus
	 

	 	 	 	payments and compensation decisions regarding executives
	 

	 	 	 	are subject to final approval by the Board or a duly
	 

	 	 	 	authorized Committee. For the 2006 calendar year, your
	 

	 	 	 	bonus will be prorated based on your period of active
	 

	 	 	 	employment during 2006, subject to a guaranteed payment
	 

	 	 	 	equal to 25% of target.
	 
	 	 	 	 
	 

	 	Long Tem	 	 
	 

	 	Incentive:
	 	Beginning in 2006, you will be eligible to participate in a
	 

	 	 	 	long term incentive plan which provides for equity awards
	 

	 	 	 	at the equivalent of 75% of base salary at threshold, 100%
	 

	 	 	 	at target and 150% at superior,






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	 	 	 	calculated on the base salary actually paid to you during a
	 

	 	 	 	calendar year. The actual amount of the award, either more or
	 

	 	 	 	less, will be based, in part, on an evaluation of your
	 

	 	 	 	individual performance and contribution, as well as the overall
	 

	 	 	 	financial performance of the Company. Awards are discretionary
	 

	 	 	 	and are subject to approval by the Board or a duly authorized
	 

	 	 	 	Committee thereof.
	 
	 	 	 	 
	 

	 	Signing bonus:
	 	You will also be eligible for a $15,000.00 sign-on bonus;
	 

	 	 	 	you will be paid $5,000.00, less applicable taxes and
	 

	 	 	 	withholdings, on your first regular payroll date; the
	 

	 	 	 	remaining $10,000.00 will be paid on the first payroll date
	 

	 	 	 	after 90 days of employment.
	 
	 	 	 	 
	 

	 	Stock Options	 	 
	 

	 	And Restricted	 	 
	 

	 	Shares:
	 	Initial Stock and Stock Option Award – As an inducement to
	 

	 	 	 	commence employment with Gevity, you will receive an award
	 

	 	 	 	of non-qualified stock options to purchase 50,000 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. In
	 

	 	 	 	addition, you will receive an award of 2,500 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.
	 

	 	 	 	Typically, these awards are made on the first day of the
	 

	 	 	 	month following your first date of employment.
	 
	 	 	 	 
	 

	 	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 your hire date. You should submit
	 

	 	 	 	your Benefits Election Form with your other new hire paperwork. If you have
	 

	 	 	 	any questions about your health and welfare benefits, please contact internal
	 

	 	 	 	Human Resources by calling MYHR (x6947). Remember — benefits enrollment is
	 

	 	 	 	your responsibility. The Company’s contribution toward coverage commences
	 

	 	 	 	as of your effective date. If you do not enroll at the time of your initial
	 

	 	 	 	eligibility, you must wait for the next annual enrollment period or qualifying
	 

	 	 	 	event. In addition, you will be eligible to participate in our benefit






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	 	 	 	plans including a 401(k) consistent with other executives of the
	 

	 	 	 	Company. A detailed summary will be provided to you.
	 
	 	 	 	 
	 

	 	Relocation:
	 	The Company will pay the closing costs and expenses associated with the
	 

	 	 	 	sale of your primary residence in Virginia (“Home”). Additionally, and subject
	 

	 	 	 	to a total relocation expense limitation of $100,000.00 (“Relocation Amount”),
	 

	 	 	 	the Company will cover those standard items covered under the Company’s
	 

	 	 	 	Relocation Policy; subject to the Relocation Amount limitation, the Company
	 

	 	 	 	will also either pay or reimburse the following:







	 	•	 	Customary closing costs associated with the purchase of
your residence in the Bradenton/Sarasota area;
	 
	 	•	 	3 house hunting visits for you and your immediate family
members;
	 
	 	•	 	Packing, transportation, and, to the extent necessary,
temporary storage of your belongings and household effects
for a period not to exceed 6 months; and
	 
	 	•	 	Actual rental expense for a temporary residence in the
Bradenton/Sarasota area for a period not to extend beyond 6
months from the date of your employment.





	 	 	 	 	 
	 

	 	 	 	Following closing on your residence in the Bradenton/Sarasota
	 

	 	 	 	area, the Company shall promptly pay to you the Relocation
	 

	 	 	 	Amount less any relocation expenses previously reimbursed or
	 

	 	 	 	paid to you.
	 
	 	 	 	 
	 

	 	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 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.
	 
	 	 	 	 
	 

	 	General	 	 
	 

	 	Severance:
	 	In the event your employment is terminated for Good Reason or
	 

	 	 	 	any reason other than for “Cause” within the first two (2)
	 

	 	 	 	years of employment and provided you execute a full and
	 

	 	 	 	complete general release of all






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	 	 	 	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 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






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	 	 	 	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.






     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 and you will be required to enter into our usual Non-Solicitation,
Non-Compete and Confidentiality Agreement. This agreement generally limits your solicitation of
Company clients, use of the Company’s confidential information, and your employment by a competitor
of Gevity for a period of one year after you leave the Company. A copy of this required document
has also been provided to you. You will also need to successfully undergo a background check and
drug screen prior to beginning employment.



     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.



     Michael, we believe that the position of Chief Marketing Officer, 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/  Edwin E. Hightower, Jr.
 	 
	 	Edwin E. Hightower, Jr. 	 
	 	Vice President and General Counsel 	 
	 



Agreed to and Accepted by:




	 	 	 
	/s/ Michael Collins

	 	 
	 


	 	 
	Michael Collins
	 	 






Date: February 23, 2006




Cc: Erik Vonk





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