**Exhibit 10.1**

 

**SEPARATION AGREEMENT AND**

**FULLAND FINAL RELEASE OF CLAIMS**

 

This Separation Agreement and Full andFinal Release of Claims (“Agreement”) is made and entered into between ErikVonk (“Mr. Vonk” or “Employee”) and Gevity HR, Inc. (“Gevity” or “Employer”).

 

WHEREAS, Mr. Vonk and Staff Leasing, Inc,(a predecessor to Gevity) entered into an Employment Agreement effective as ofMarch 21, 2002 (“Employment Agreement”) which provides for certain payments tobe made to Mr. Vonk upon his termination of employment from Gevity withoutcause and imposes certain restrictive covenants and confidentialityrequirements on Mr. Vonk;

 

WHEREAS, Mr. Vonk and Gevity havemutually agreed to terminate Mr. Vonk’s employment relationship and desire toenter into this Agreement which, except as described in this Agreement,supersedes the Employment Agreement and provides for certain payments andbenefits to be made to Mr. Vonk upon his termination of employment and imposesadditional restrictive covenants and provisions on Mr. Vonk;

 

WHEREAS, Mr. Vonk and Staff Leasing,Inc., d/b/a Gevity HR, entered into a Securities Purchase Agreement dated as ofMarch 22, 2002 (“Purchase Agreement”) pursuant to which Mr. Vonk acquiredshares of common stock of Gevity and received certain registration rights withrespect to such shares;

 

WHEREAS, Mr. Vonk and Gevity havemutually agreed to amend the registration rights set forth in Section 3.3 ofthe Purchase Agreement.

 

NOW, THEREFORE, in consideration of thecovenants and agreements hereinafter set forth, intending to be legally boundhereby, Mr. Vonk and Gevity agree as follows:

 

**1.****                                     ****SEVERANCE****.**Mr.Vonk and Gevity have mutually agreed to end their employment relationship (andMr. Vonk’s employment relationship with all subsidiaries of Gevity) effectiveOctober 18, 2007 (“Severance Date”). In resolution of their employmentrelationship, Mr. Vonk and Gevity have agreed to the terms below.

 

**2.****                                     ****BENEFITS****.**Inconsideration of his decision to enter into this Agreement, and conditionedupon Mr. Vonk’s material compliance with the restrictive covenant andconfidential information provisions of the Employment Agreement and Sections 4,5, and 16 of this Agreement (regardless of whether such covenants, provisions,and sections  are otherwise deemed enforceable),Gevity agrees to provide Mr. Vonk with the following:

 

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(a)                                  onthe date payment would have been made had Mr. Vonk’s employment with Gevitycontinued, payment of Mr. Vonk’s Base Salary for services Mr. Vonkrendered to Gevity through the Severance Date;

 

(b)                                 withinfive business days after this Agreement is executed, payment of any amountsowed to Mr. Vonk under the Employer’s benefit plans and programs as of theSeverance Date, as shown on Exhibit A to this Agreement;

 

(c)                                  acash payment totaling $1,500,000, payable in equal installments of $28,846.15(less applicable tax withholdings) on each of Gevity’s regular pay dates,beginning on the first pay date following the Severance Date, and continuingthrough the pay date that covers October 18, 2009 provided, however, that if$1,500,000 has not been paid in full on October 18, 2009, the final paymentshall be in such amount as is necessary such that the total of all paymentsunder this Section 2(c) equals $1,500,000, and provided, further, that all ofthe payments otherwise due to be made under this Section 2(c) before April 18,2008 shall be delayed and paid in a single lump sum payment on Gevity’s firstregular pay date that comes on or after April 18, 2008;

 

(d)                                 healthcarecoverage (with Gevity paying the applicable premium) for Mr. Vonk and hiswife, Karin Vonk, eligible dependants under the Gevity insured group healthplan, as in effect from time to time, for the period which begins onMr. Vonk’s Severance Date and ends on the second anniversary of theSeverance Date; if Mr. Vonk is eligible for COBRA coverage on the secondanniversary of the Severance Date (with such second anniversary treated as thedate Mr. Vonk terminates employment with Gevity solely for purposes ofhaving such second anniversary treated as a qualifying event forMr. Vonk), Mr. Vonk shall have the right to purchase COBRA healthcarecontinuation coverage at that time under Gevity’s group health plan on suchterms and subject to such conditions as set forth in Section 4980B of theInternal Revenue Code (“Code”) and the corresponding provisions of the EmployeeRetirement Income Security Act of 1974, as amended; notwithstanding theforegoing, if Gevity cannot provide healthcare coverage to Mr. Vonk andhis wife, Karin Vonk, under its group health plan based upon discontinuation ofsuch health and welfare plans, change in plan rules or similar types of events,Gevity shall reimburse Mr. Vonk (as a taxable benefit to Mr. Vonk)promptly upon his submission of statements reflecting the same, an amount  equal to the expenses incurred by Mr. Vonkfor equivalent replacement health coverage for the period beginning on the datehe is no longer covered under Gevity’s group health plan and ending on thesecond anniversary of the Severance Date;

 

(e)                                  anextension of Mr. Vonk’s 90 day option exercise period (i) to the periodending on the first anniversary of the Severance Date to exercise (a) theoption granted to him on March 21, 2002 to purchase 100,000 shares of Gevitystock at 

 

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a per share price of $3.02 and (b) theoption granted to him on May 30, 2002 to purchase 900,000 shares of Gevitystock at a per share price of $3.90 and (ii) to the period ending on the secondanniversary of the Severance Date to exercise (a) the option granted to him onDecember 15, 2003 (but only to the extent vested as of the Severance Date withrespect to the right to purchase 68,181 of Gevity stock at a per share price of$21.85), (b) the option granted to him on February 15, 2005 (but only to theextent vested as of the Severance Date with respect to the right to purchase57,937 shares of Gevity stock at a per share price of $21.14), and (c) theoption granted to him on February 22, 2006 (but only to the extent vested as ofthe Severance Date with respect to the right to purchase 34,762 shares ofGevity stock at a per share price of $29.22). This extension of the exerciseperiod for the vested portion of these five options shall have no effectwhatsoever on any of the other terms and conditions of such options, whichoptions shall remain in full force and effect as originally written except forthe extension of the exercise periods as provided above (Gevity acknowledgesand agrees that the options to purchase the number of shares specified in thisSection 2(e) are fully vested as to the number of shares specified in thisSection 2(e) and Gevity and Mr. Vonk acknowledge and agree that his options topurchase any other shares (including without limitation any unvested portion ofthe options granted on the dates specified in this Section 2(e)) held by Mr.Vonk on his Severance Date shall be and are automatically forfeited in full byMr. Vonk on his Severance Date); and

 

(f)                                    reimbursementin accordance with Gevity’s normal business reimbursement policy of businessexpenses incurred by Mr. Vonk in connection with his employment with Gevityprior to the Separation Date, provided Mr. Vonk timely and properly submitssuch expenses in accordance with Gevity’s normal business expense reimbursementpolicy.

 

To the extent this Agreement is subject toSection 409A of the Internal Revenue Code (“Code”), Mr. Vonk and the Companyintend all payments under this Agreement to comply with the requirements ofsuch section, and this Agreement shall, to the extent practical, be operatedand administered to effectuate such intent. To the extent necessary to avoidadverse tax consequences under Section 409A of the Code, the timing of anypayment under this Agreement shall be delayed by six months and one day in amanner consistent with § 409A(a)(2)(B)(i) of the Code. All tax and otheramounts which Gevity is required to withhold or deduct will be deducted fromthe payments to Mr. Vonk under this Agreement. Except as described in Sections2 (a-f), Mr. Vonk’s eligibility for, coverage under, and participation inall retirement, savings, welfare, fringe benefit, compensation and bonus plansshall terminate on the Severance Date. The above benefits shall continue to bepayable and/or enforceable regardless of Mr. Vonk’s death or disability, andthe provisions of this Section 2 shall be enforceable by Mr. Vonk’s heirsand/or personal representatives, as applicable. Upon Mr. Vonk’sdisability, payment shall be made to Mr. Vonk or, in the event a legalguardian has been

 

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appointed for Mr. Vonk and Gevity is notified inwriting of such appointment, his legal guardian (in Gevity’s discretion), andupon Mr. Vonk’s death, payment shall be made to Mr. Vonk’s estate, all in suchmanner and at such times as set forth in this Section 2.

 

**3.****                                     ****NO OBLIGATION****.**Mr.Vonk acknowledges and agrees that the monies and benefits set forth in Section2 represent good, valuable and sufficient consideration for the mutual promisesand duties set forth in this Agreement.

 

**4.**                                      **RELEASES BY GEVITY AND MR. VONK****.**

 

(a)                                  Inconsideration for the payments being provided to him above, and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, and subject to the provisions of Section 4(b) below, Mr. Vonk,for himself,****attorneys, heirs, executors,administrators, successors and assigns, fully, finally and forever releases anddischarges Gevity, all parent, subsidiary and/or affiliated companies, as wellas its and their successors, assigns, officers, directors, agents,representatives, attorneys, stockholders, insurers, employees and employeebenefit plans or programs (and the trustees, administrators, fiduciaries, andinsurers of such plans or programs), and any other person acting by, through,under, or in concert with any of the persons or entities listed in this section(collectively, the “Gevity Releasees”), of and from any and all liability,claims, demands, actions, obligations, causes of action, suits, grievances,damages, losses, and expenses, of any and every nature whatsoever, known orunknown, at law or in equity, suspected or unsuspected, anticipated orunanticipated, which Mr. Vonk may have had, claims to have had, or now has orclaims to have, which are or may be based on any facts, acts, conduct,documents, representations, omissions, contracts, deferred compensation plans,claims, events or other things occurring at any time on or before the date ofthis Agreement and arising out of or relating to Mr. Vonk’s employment with orseparation from Gevity. It is understood that, subject to the provisions ofSection 4(b) below, this Release includes, but is not limited to all claims,actions or causes of action that were or could have been asserted during thenegotiations over this Agreement, any claims, actions or causes of action thatwere or could have been asserted before any administrative agency or in court,as well as any claims, actions, or causes of action for fraud, misrepresentation,defamation, discrimination or harassment in any form, retaliation, any claimsunder any federal, state, local or other governmental statute or ordinance,including, without limitation, Title VII of the Civil Rights Act of 1964, theCivil Rights Act of 1991, the Americans with Disabilities Act, the OlderWorkers Benefit Protection Act, the Age Discrimination in Employment Act of1967, the Family and Medical Leave Act of 1993, the Florida Civil Rights Act,and any and all other federal, state or local statutes, rules, ordinances, orregulations; any and all claims for alleged wrongful discharge, retaliation,negligent or intentional infliction of emotional distress, and breach of contract;any and all claims for

 

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compensation, bonuses, commissions, lostwages, stock or stock options, or unused accrued vacation or sick pay; any andall claims for severance or similar benefits or to post-employment health orgroup insurance benefits; any and all claims for attorneys’ fees, costs orindemnification; and any and all other claims resulting from any allegedunlawful behavior or conduct by any Gevity Releasee the existence of which isspecifically denied by the Gevity Releasees.

 

(b)                                 Notwithstandingthe foregoing, nothing in this Agreement is intended to waive or otherwisemodify Mr. Vonk’s right to (i) enforce this Agreement, (ii) seek unemploymentor workers’ compensation benefits, (iii) pursue other claims that cannot bystatute or otherwise be released by private agreement, (iv) seekindemnification from Gevity or any subsidiary or other affiliate thereof forclaims made as a result of his serving or having served as an officer ordirector of Gevity, to the extent such indemnification is provided to Mr. Vonkunder the Articles of Incorporation or Bylaws of Gevity, applicable corporatelaw, or that certain Indemnification Agreement (the “Indemnification Agreement”)between Mr. Vonk and Gevity dated as of December 7, 2006; (v) enforce theoption agreements evidencing those vested options described in Section 2(e) orenforce the Purchase Agreement, as amended by this Agreement or (vi) receiveany vested benefits payable to Mr. Vonk under the terms of Gevity’s 401(k)plan.

 

(c)**                                 **Inconsideration of Mr. Vonk’s agreement to accept the terms and provisions ofthis Agreement,****and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,and subject to the provisions of Section 4(d) below, Gevity, for itself, itssubsidiaries, affiliates, successors and assigns, fully, finally and foreverreleases and discharges Mr. Vonk, his heirs, executors, administrators andassigns, and any other person acting by, through, under, or in concert with anyof the persons or entities listed in this section (the “Vonk Releasees”), ofand from any and all liability, claims, demands, actions, obligations, causesof action, suits, grievances, damages, losses, and expenses, of any and everynature whatsoever, known or unknown, at law or in equity, suspected orunsuspected, anticipated or unanticipated, which Gevity may have had, claims tohave had, or now has or claims to have, which are or may be based on any facts,acts, conduct, documents, representations, omissions, contracts, deferredcompensation plans, claims, events or other things occurring at any time on orbefore the date of this Agreement and arising out of or relating to Mr. Vonk’semployment with or separation from Gevity. It is understood that this Releaseincludes, but is not limited to all claims, actions or causes of action thatwere or could have been asserted during the negotiations over this Agreement,any claims, actions or causes of action that were or could have been assertedbefore any administrative agency or in court, the existence of which isspecifically denied by the Vonk Releasees.

 

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(d)                                 Notwithstandingthe foregoing, nothing in this Agreement is intended to waive or otherwisemodify and Gevity does not release (i) any claims to enforce this Agreement orany agreement that remain in full force and effect under Section 14, (ii) anyclaims against Mr. Vonk or the Vonk Releasees resulting from any fraud,misappropriation, embezzlement or similar act by Mr. Vonk or Mr. Vonk’swillful, intentional or reckless violation of any federal, state or localstatute, rule, or regulation, or (iii)** **claimsthat cannot by statute or otherwise be released by private agreement.

 

**5.****                                      NOOTHER CLAIMS.**Mr. Vonk and Gevity, respectively, represent that neitherthey nor anyone on their behalf has filed, nor assigned to others the right tofile, nor are there currently pending by Mr. Vonk or Gevity or anyone on theirbehalf, any complaints, charges or lawsuits against the Gevity Releasees or theVonk Releasees (as the case may be), or any of them, with any governmentalagency, any court or with or in any other forum, and that neither Mr. Vonknor Gevity nor anyone on their behalf will file, assign to others the right tofile, or make any further claims against the Gevity Releasees or the VonkReleasees (as the case may be), or any of them, at any time for any allegedacts or omissions covered by the releases in Section 4 above. The parties agreethat in the event they (or anyone on their behalf) assert any claim or file anycomplaint, charge or lawsuit, or any of them, that is covered by the releasesin Section 4 above, such party waives any monetary recovery or other individualrelief in such action and shall pay all of the attorneys’ fees, expenses andcosts incurred by the defending party in responding to such claim, complaint oraction; provided, however, that nothing in this Agreement shall prohibit orimpose any liability on either party for filing a charge or complaint with, orparticipating in any investigation by, any governmental agency.

 

**6.****                                     ****CERTAIN STATEMENTS; REFERENCES****.**Mr.Vonk agrees that he has not (including during the time period while thisAgreement was being negotiated or was under consideration by Mr. Vonk) and willnot knowingly make statements to Gevity’s clients, employees, vendors,shareholders, investors or to any other member of the public that in any waycould be deemed to negatively criticize, denigrate or disparage Gevity, Gevity’sproducts or services, Gevity’s business, or Gevity’s past or present agents,officers, directors, representatives or employees. Gevity agrees that themembers of the Board of Directors of Gevity and the corporate officers ofGevity have not (including during the time period while this Agreement wasbeing negotiated or was under consideration) and provided that Mr. Vonk directsall requests for references as set forth herein, will not knowingly makestatements to Gevity’s clients, employees, vendors, shareholders, investors orto any other member of the public that in any way could be deemed to negativelycriticize, denigrate or disparage Mr. Vonk. With respect to reference requests,Gevity agrees to provide only dates of employment, base salary at the time ofMr. Vonk’s separation and position(s) held. Reference requests will be directedonly to Edwin E. Hightower, Jr., Vice President and General Counsel, or if heno longer occupies that position, the employee occupying the position of VicePresident of

 

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Human Resources, who shall communicatesubstantially the substance of the public announcement made concerning Mr. Vonk’sdeparture from Gevity. Gevity will undertake reasonable steps to ensure thatany material inquiries regarding Mr. Vonk’s departure from Gevity aredirected to Mr. Hightower or such other person who is then Vice President andGeneral Counsel.

 

**7.****                                     ****NON-ADMISSION OF LIABILITY OR WRONGFULCONDUCT****.**Gevityand Mr. Vonk agree that the payments made and other consideration receivedpursuant to this Agreement shall not be construed as an admission by any GevityReleasee or Vonk Releasee of any legal liability or acts of wrongdoing ordiscrimination; nor shall it be used as evidence or an admission by any GevityReleasee or Vonk Releasee of such liability, wrongdoing, or discrimination.

 

**8.****                                     ****COMPLETE TERMINATION OF EMPLOYMENTRELATIONSHIP AND RETURN OF PROPERTY****.**Gevityand Mr. Vonk agree as a matter of intent that as of the Severance Date, thisAgreement terminates all aspects of the employment relationship between them.As part of an amicable resolution to the employment relationship between theparties, Mr. Vonk acknowledges that he does not and will not seekreinstatement, future employment, or return to active employee status withGevity. Mr. Vonk further acknowledges that Gevity shall not be under anyobligation whatsoever to consider him for reinstatement, employment,reemployment or other similar status at any time.

 

Mr. Vonk acknowledges, understands, andagrees that within three (3) business days from the Severance Date, he mustreturn all files, memoranda, records, Gevity credit cards, Gevity manuals,computer equipment (except that Mr. Vonk shall be entitled to retain his laptopcomputer once it has been returned to Gevity so that all of Gevity’s confidential,trade secret and other proprietary information can be removed), computersoftware, cellular phones, and any other equipment or documents (including allcopies and excerpts), and all other physical or electronic property of similartype that he received from Gevity and/or that he used in the course of hisemployment with Gevity; provided, however, Mr. Vonk and Edwin E. Hightower,Jr., Vice President and General Counsel, may agree in writing to transfercertain cell phones and other electronic equipment from Gevity toMr. Vonk.

 

**9.****                                     ****CONFIDENTIALITY****.**Thenature and terms of, and the circumstances surrounding the execution of thisAgreement are strictly confidential and have not been and shall not bedisclosed by Mr. Vonk or Gevity at any time to any person except to each party’slawyers, accountants or, in the case of Mr. Vonk his immediate family withoutthe prior written consent of an officer of Gevity (in the case of disclosuresby Mr. Vonk) or the prior written consent of Mr. Vonk (in the case of disclosuresby Gevity), except as required by applicable law and as may be necessary in anylegal proceedings directly related to the provisions and terms of thisAgreement, to prepare

 

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and file income tax forms, pursuant to courtorder after reasonable notice to the other party, or in response to adisclosure made by the other party.

 

**10.****                              ****401(k) PLAN****.**Theparties acknowledge and agree that Mr. Vonk’s right to payment of his vestedbenefit under the Gevity 401(k) plan shall be determined under the terms of theGevity 401(k) plan document.

 

**11.****                              ****DIRECTOR AND OFFICER LIABLITY INSURANCE****.**Afterthe Severance Date, Mr. Vonk will be covered under Gevity’s director andofficer liability insurance for the period that Mr. Vonk was an officer anddirector of Gevity to the extent set forth under the director and officerliability insurance contract in effect as of the Severance Date.

 

**12.****                              ****GOVERNING LAW****.**ThisAgreement shall be interpreted under the laws of the State of Florida withoutregard to principles of conflicts of law.

 

**13.****                              ****SEVERABILITY****.**Itis the intent of the parties that the provisions of this Agreement (and anysurviving provisions of the Employment Agreement) shall be enforced to thefullest extent permitted by law. Accordingly, if any particular section(s),subsection(s) or portion(s) of this Agreement or the Employment Agreement shallbe held invalid or unenforceable as written, such section(s), subsection(s) orportion(s) shall be modified to the extent necessary to be valid or enforceable.Such modification shall not affect the remaining provisions of this Agreement. Tothe extent any section(s), subsection(s) or portion(s) of this Agreement or theEmployment Agreement are found invalid or unenforceable and cannot be modifiedto be valid or enforceable, then the Agreement or the Employment Agreementshall be construed as if that section(s), subsection(s) or portion(s) weredeleted, and all remaining terms and provisions shall be enforceable in law orequity in accordance with their terms.

 

**14.****                              ****SOLE AND ENTIRE AGREEMENT****.**This Agreementsets forth the entire agreement between the parties. Any prior agreementsbetween or directly involving the parties to the Agreement are superseded bythe terms of this Agreement and thus are rendered null and void, exceptfor (a) Sections 6 (as modified in this Section 14),  and 8 of the Employment Agreement (a true andcorrect copy of which is attached hereto and incorporated herein as Exhibit B)which shall remain in full force and effect, (b) the option agreements whichshall remain in full force and effect to the extent provided in Section 2(e),(c) the Indemnification Agreement which shall remain in full force and effect and(d) the Purchase Agreement which shall remain in full force and effect asoriginally written except to the extent specifically modified in this Section14. With respect to Section 6 of the Employment Agreement, Gevity and Mr. Vonkagree that the “Applicable Period” as defined in Section 6 of****the Employment Agreement is extended through October 18,2010. With respect to the Purchase Agreement, Gevity and Mr. Vonk agree toamend Section 3.3 of the Purchase Agreement as follows:  (i) Mr. Vonk may only request thatGevity prepare and file a S-3 Registration Statement

 

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(as defined in the Purchase Agreement) if suchS-3 Registration Statement covers at least 82,781 Shares (as defined in thePurchase Agreement), provided that if Mr. Vonk owns less than 82,781 Shares theS-3 Registration Statement must cover all Shares; (ii) the registration rightsmay not be transferred by Mr. Vonk, other than to an affiliate; and (iii) Mr.Vonk’s right to request that Gevity prepare and file a S-3 RegistrationStatement shall terminate upon the ability of Mr. Vonk to sell the Shareswithout restriction or limitation during any three-month period pursuant toRule 144 (“Rule 144”) promulgated under the Securities Act of 1933, as amended.

 

**15.****                              ****NO OTHER PROMISES****.**Mr.Vonk affirms that the only consideration for Mr. Vonk’s signing thisAgreement is that set forth in this Agreement, that no other promise oragreement of any kind has been made to or with him by any person or entity tocause him to execute this document, and that he fully understands the meaningand intent of this Agreement, including but not limited to, its final andbinding effect.

 

**16.****                               KNOWINGAND VOLUNTARY WAIVER.**For the purpose of implementing full and completereleases and discharges as set forth in Section 4, the parties expresslyacknowledge that this Agreement is intended to include in its effect, withoutlimitation, all claims which the parties do not know or suspect to exist at thetime they sign the Agreement, and that the Agreement contemplates theextinguishment of any such claim or claims, except as expressly provided inSection 4.

 

**17.****                               COUNTERPARTS.**This Agreement may be signed in counterpart and each counterpart shall havethe same force and effect as though the signatures were contained in a singledocument. Facsimile signatures shall also have the same force and effect asoriginal signatures.

 

**18.****                              ****LEGALLY BINDING AGREEMENT****.**Mr.Vonk understands and acknowledges: (1) that this is a legally binding release;(2) that by signing this Agreement, he is hereafter barred from institutingclaims against Gevity in the manner and to the extent set forth in Sections 4and 5 above; and (3) that this Agreement is final and binding.

 

**19.****                              ****MODIFICATION****.**Noamendments or modifications of this Agreement shall be valid or binding uponthe Parties unless made in writing and signed by the Parties hereto.

 

**20.****                              ****REPRESENTATIONS****.**Gevityhereby represents and warrants to Mr. Vonk as follows:

 

(a)                                  Gevity isduly organized, validly existing and in good standing under the laws of theState of Florida;

 

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(b)                                 Gevity hasthe power and authority to execute, deliver and perform its obligations underthis Agreement; the execution, delivery and performance of this Agreement havebeen duly authorized by all necessary action on the part of Gevity; thisAgreement has been duly executed and delivered by a duly authorized officer ofGevity and constitutes the legal, valid and binding agreement of Gevity,enforceable in accordance with its terms.

 

**PLEASE READ CAREFULLY. BY SIGNING BELOW, YOU ATTEST THAT YOU HAVE READTHIS AGREEMENT AND THAT YOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASEOF ALL KNOWN AND UNKNOWN CLAIMS YOU HAVE OR MAY HAVE AGAINST GEVITY AND/OROTHER GEVITY RELEASEES.**

 

 
| Date: November 2, 2007 | \S\ Erik Vonk                       |                        |
|------------------------|-------------------------------------|-----------------------------|
|                   |  Erik  Vonk                    |
|                   |                                |                        |
|                   |                                |                        |
|                   |                                | **For:** Gevity HR, Inc.    |
|                   |                                | ** **                  |
|                   |                                |                        |
| Date: November 2, 2007 | By:                                 | \s\ Edwin E. Hightower, Jr. |   |
|                   | Edwin  E. Hightower, Jr.            |
|                   | Vice  President and General Counsel |
|                        |                                     |                             |  |  |

 

 

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**EXHIBIT A**

 

Accrued, unused Paid Time Off of 52.80 hours,equivalent to $17,769.24.

 

Non-accountable allowance ($50,000.00 annualamount) equivalent to $1,923.08.

 

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