EX-10.58 EMPLOYMENT OFFER LETTER/ PAUL BENZ



 





EXHIBIT 10.58




June 19, 2006




VIA ELECTRONIC DELIVERY

Mr. Paul Benz




RE: Revised Offer of Employment



Dear Paul:




     We are very pleased to confirm our discussions regarding your joining Gevity as Senior Vice
President and Chief Information 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 June 26, 2006.
	 
	 	 	 	 
	 

	 	Primary Duties:
	 	Provide broad-based executive leadership, direction and
oversight for shared services and information technology
in the development, implementation and execution of
innovative and cost effective solutions and strategies
that support a high level of customer service quality and
business opportunity. Work closely with the executive team
and the operating functions of the company to ensure the
technology and shared service functions provide a
sustainable competitive advantage in the market place.
	 
	 	 	 	 
	 

	 	 	 	In addition, other major duties of this position include:
	 
	 	 	 	 
	 

	 	 	 	Create Business Value and Effective Alignment of Objectives
	 
	 	 	 	 
	 

	 	 	 	Develop and maintain the short and long term information
technology and shared services strategic plans based on the
company’s business plans, market opportunities, operating
requirements and efficiencies.
	 
	 	 	 	 
	 

	 	 	 	Work closely with the CTO on execution of the company’s IT
strategy.






 









 






Paul Benz

June 19, 2006

Page 2 of 6




	 	 	 	 	 
	 

	 	 	 	Participate in strategic planning as a member of the company’s
senior management team.
	 
	 	 	 	 
	 

	 	 	 	Maintain intimate knowledge of the company’s business plan.
	 
	 	 	 	 
	 

	 	 	 	Advise management concerning shared services and information
technology issues, and implement business transformation and
process improvement initiatives.
	 
	 	 	 	 
	 

	 	 	 	Support and help enable the company’s transformation from an
insurance-driven culture to a market/customer-focused business
supported by technology, best practice processes and people.
	 
	 	 	 	 
	 

	 	 	 	Deliver Business Value Through Efficient Business Operations
	 
	 	 	 	 
	 

	 	 	 	Provide leadership for the IT staff of approximately 70
professionals and an operating budget of $12MM and capital
budget of $1 — 10MM.
	 
	 	 	 	 
	 

	 	 	 	Provide leadership for the shared service staff of approximately
225 service professionals and an operating budget of $15MM.
	 
	 	 	 	 
	 

	 	 	 	Appraise and evaluate the results of overall operations
regularly and systematically.
	 
	 	 	 	 
	 

	 	 	 	Create and maintain team’s budget, monitor performance against
the budget and act to ensure budget compliance, while driving
for continuous process improvement and internal efficiencies.
	 
	 	 	 	 
	 

	 	 	 	Identify and implement efficiency initiatives with positive
budget impact within both the areas of responsibility and
overall business.
	 
	 	 	 	 
	 

	 	 	 	Develop High-Performing and Innovative Teams
	 
	 	 	 	 
	 

	 	 	 	Hire, develop and retain highly qualified professional staff.
Plan and provide continuity and succession plans for all
management and critical positions. Lead by






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Paul Benz

June 19, 2006

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	 	 	 	example — in accordance with company values — with participation
and involvement.
	 
	 	 	 	 
	 

	 	 	 	Oversee the development of team goals, objectives and operating
procedures that are directly aligned with the business needs.
	 
	 	 	 	 
	 

	 	 	 	Maintain the highest standards of professional conduct and
behavior in dealing with associates, customers and external
resources.
	 
	 	 	 	 
	 

	 	 	 	Ensure organizational plans and initiatives are uniformly
understood and properly interpreted by teams.
	 
	 	 	 	 
	 

	 	 	 	Other duties as assigned.
	 
	 	 	 	 
	 

	 	Base Salary:
	 	$240,000 per year payable in equal installments of
$9,230.77 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 during each calendar year of employment, prorated for
partial years. For 2006, you will be eligible for 96 hours
of paid time off.
	 
	 	 	 	 
	 

	 	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.
	 
	 	 	 	 
	 

	 	Long Tem	 	 
	 

	 	Incentive:
	 	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, calculated on the base salary
actually paid to you during a calendar year. The actual
amount






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Paul Benz

June 19, 2006

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	 	 	 	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 $40,000.00 sign-on bonus;
you will be paid $20,000.00, less applicable taxes and
withholdings, on your first regular payroll date; the
remaining $20,000.00 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






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Paul Benz

June 19, 2006

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	 	 	 	next annual enrollment period or qualifying event. In addition,
you will be eligible to participate in our benefit plans
including a 401(k) consistent with other executives of the
Company. A detailed summary will be provided to you.
	 
	 	 	 	 
	 

	 	General

Severance:
	 	In the event your employment is terminated for 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
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 the purposes of this Agreement, “Cause” means (i) your
willful and continued failure to perform substantially your
duties with the Company (other than any such failure resulting
from your incapacity due to physical or mental illness) or (ii)
the willful engaging by you in illegal conduct or gross
misconduct which is demonstrably and materially injurious to
the Company or its affiliates.






     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



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Paul Benz

June 19, 2006

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after you leave the Company. A copy of this required document
will be 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.



     Paul, we believe that the position of Senior Vice President and Chief Information 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/ Paul Benz
 

Paul Benz

	 	  






Date: June 19, 2006




	 	 	 
	Cc:

	 	Erik Vonk

Roy King







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