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Confidential Treatment Requested by Gevity HR, Inc.
 EXHIBIT 10.1
 United HealthCare Services, Inc. and United HealthCare Insurance Company,
and Gevity HR, Inc.
Group Benefits Agreement
 Recitals
  Whereas,
 Whereas,
 Whereas,
 Whereas
 Whereas
 Now, therefore,
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Confidential Treatment Requested by Gevity HR, Inc.
 Agreement
   (a)
    
    [*](b)
    
    Benefits means the group medical care coverage for services provided under the Plan to
Eligible Worksite Employees and Dependents described in the relevant Primary Market coverage
document issued by a United HMO or insurance company.(c)
    
    Effective Date means June 1, 2006.(d)
    
    Eligible Worksite Dependent means the spouse, domestic partner, and dependent, as each of
them is defined under the Plan, of an Eligible Worksite Employee, which person is eligible for
coverage under the Plan by virtue of such persons relationship to the Eligible Worksite
Employee.(e)
    
    Eligible Worksite Employee means a full-time, regular employee co-employed by Gevity and a
Worksite Employer who is eligible for coverage under the Plan.(f)
    
    ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to
time.(g)
    
    Initial Plan Year means November 1, 2006 through September 30, 2007, except that for
Worksite Employers and their Eligible Worksite Employees initially enrolled in Benefits as of
June 1, 2006, the Initial Plan Year shall be June 1, 2006 through September 30, 2007, and
for those initially enrolled in Benefits as of July 1, August 1, September 1, 2006, or October
1, 2006, the Initial Plan Year shall be the initial enrollment date through September 30,
2007, and for those Eligible Worksite Employees covered under documents issued by Oxford
Health Plans, the Initial Plan Year shall be June 1, 2006 through September 30, 2007.(h)
    
    Plan Year means period of one year commencing on October 1 and ending the following
September 30.
 
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Confidential Treatment Requested by Gevity HR, Inc.
 (i)
    
    Primary Market means any geographic area defined in Section 2.2(c).(j)
    
    Product Launch means the day Gevity representatives are trained on the United medical
products, business rules, and processes, and materials related to the United medical products
are available to Gevity sales personnel so that it may commence discussions with Gevity
prospects.(k)
    
    Provider Network means the network of licensed health care professionals that have
contracted or associated with a United HMO or United insurance company for the purpose of
providing health care services to individuals enrolled in Uniteds health insurance products.(l)
    
    Renewal Date means October 1, 2007.(m)
    
    Worksite Employer and CM Client means a client of Gevity that has entered into a
co-employment arrangement with Gevity pursuant to a written Client Services Agreement which
includes Gevity-sponsored benefits. The terms, Worksite Employer and CM Client, shall be
given the same meaning when used throughout this Agreement.
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Confidential Treatment Requested by Gevity HR, Inc.
 Section 1: Relationship of Parties
    Section 2: United Products
 Gevitys Corporate Employees
 Coverage to be Provided by UnitedHealthcare to CM Clients
 a)
    
    From June 1, 2006 through June 30, 2007, UnitedHealthcare shall offer
 
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Confidential Treatment Requested by Gevity HR, Inc.
 United group medical insurance on a fully-insured, non-participating, prospectively
rated basis under the Plan to existing and new CM Clients in those Primary Markets,
in the manner and commencing at the time described in Sections 2 and 3 of this
Agreement.b)
    
    Effective July 1, 2007, UnitedHealthcare shall offer United group medical
insurance on a fully-insured, non-participating, prospectively rated basis under the
Plan to existing CM Clients currently covered under the Plan in those Primary Markets,
in the manner and commencing at the time described in Sections 2 and 3 of this
Agreement.c)
    
    As of the effective date of the Agreement, the Primary Markets are counties (or
geographic areas) in [*]. Gevity and UnitedHealthcare may agree to
add or remove markets as Primary Markets and such modifications shall be reflected in
the Rate Table provided by UnitedHealthcare for each Plan Year.d)
    
    In each Primary Market, UnitedHealthcare will expend commercially reasonable
efforts to make available to CM Clients multiple medical benefit plan offerings under
the Plan. [*].e)
    
    Based upon market conditions and other changes, such as implementation of
United insurance certificates, Uniteds then available medical group products may
change from time to time. United medical product offerings and product designs for CM
Clients will be evaluated at each policy year renewal by UnitedHealthcare and Gevity.f)
    
    Effective July 1, 2007, if a CM Client becomes an NCM Client of Gevity (a
Former CM Client), then Gevity shall provide notice within 30 days of such change to
United. United shall offer group medical coverage to the Former CM Client in
accordance with Section 2.3 of this Agreement as of the date that the Former CM Client
is no longer covered under the Plan. As of the date that the Former CM Clients
employees are no longer covered under the Plan the Former CM Client shall not be
provided medical
 
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Confidential Treatment Requested by Gevity HR, Inc.
 coverage under this Section 2.2 under the Plan.g)
    
    [*].
 2.3 Coverage to be Provided by UnitedHealthcare to NCM Clients
 a)
    
    Subject to Section 2.3(c) below, as of July 1, 2007, United Healthcare will
directly offer medical care coverage under its small or large group medical plans
outside of the Plan to NCM Clients in each market in which United is permitted to offer
such small or large group medical plans under state law. United shall not offer
medical care coverage to NCM Clients as new business if the NCM Client is currently a
United customer.b)
    
    United will issue group medical coverage policies directly to NCM Clients
outside of the Plan in accordance with the terms of this Agreement. Gevity will not be
a party to any insurance contracts entered into between United and such NCM Clients,
and except as provided in this Agreement, Gevity shall have no authority or
responsibility with respect to those contracts.c)
    
    Effective July 1, 2007, United will use its standard small or large employer
rating and underwriting guidelines, where applicable, to establish premiums and other
eligibility requirements, including (but not necessarily limited to) requirements
pertaining to the percentage of the NCM Clients contribution to its employees premium
and the proportion of eligible employees who enroll for coverage outside of the Plan.
 2.4 Gevitys Responsibilities
 a)
    
    From June 1, 2006 through June 30, 2007, Gevity shall offer United group
medical coverage under the Plan to its existing and new CM Clients in every Primary
Market in which United can provide that coverage on a non-participating, prospectively
rated, fully insured basis, as described in Section 2.2 of this Agreement, subject to
the following rules which shall
 
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Confidential Treatment Requested by Gevity HR, Inc.
   a.
    
    [*].b.
    
    [*].c.
    
    [*].d.
    
    [*].
 b)
    
    [*], Gevity shall offer United group medical coverage under the Plan
to its existing CM Clients, enrolled under the Plan through United or another carrier,
on or prior to October 1, 2007, in every Primary Market in which United can provide
that coverage on a non-participating, prospectively rated, fully insured basis (and in
non-Primary Markets, as agreed to by both parties), as described in Section 2.2 of this
Agreement, subject to the following rules which shall apply, as stated below.
[*].
  a.
    
    [*].b.
    
    [*].c.
    
    [*].d.
    
    [*].
 c)
    
    If United provides notice to Gevity that United will no longer offer group
medical coverage to Gevitys prospective or existing CM Clients under the Plan, then
Gevity shall not offer United group medical coverage under the
 
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Confidential Treatment Requested by Gevity HR, Inc.
 Plan to such prospective or existing CM Clients, as specified in such notice, under
Section 2.2 of this Agreement.d)
    
    Notwithstanding Section 2.4(b) of this Agreement, beginning July 1, 2007,
Gevity shall offer United group medical coverage under the Plan to its existing and new
NCM Clients in every market in which United can provide that coverage on a
non-participating, prospectively rated, fully insured basis, consistent with Section
2.3 of this Agreement. Gevity agrees that it will not engage in activities in any
state that would otherwise require licensure as an agent or broker unless Gevity is
licensed as an agent or broker or the activity is otherwise permitted by law.e)
    
    Gevity shall not distribute to its Clients or prospects any material regarding
UnitedHealthcare other than that approved in writing or furnished by UnitedHealthcare.f)
    
    Gevity represents and warrants that there are no exclusivity provisions in any
of its agreements with its current group medical insurers that have not been waived by
the insurer(s) in writing. Notwithstanding anything in this Agreement to the contrary,
Gevity shall indemnify and hold United harmless from and against all losses, costs,
liabilities, damages and expenses (including without limitation, costs of lawsuits and
reasonable attorneys fees) arising out its breach of this representation and warranty.g)
    
    [*].h)
    
    Gevity CM Clients in each Primary Market shall be permitted to choose among the
United group medical insurance options available in that Primary Market under the Plan,
subject to Uniteds reasonable dual option or benefit pairing rules.i)
    
    [*]. United will respond within two (2) business days after receiving Gevitys
rating request, provided that it received such information as it reasonably requires
and has requested in order to perform its review.
 
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Confidential Treatment Requested by Gevity HR, Inc.
 j)
    
    Gevity shall ensure that any prospective NCM Client that is currently a United
customer shall not be provided a United new business quote by Gevity, unless provided
directly by United underwriting. Gevity shall advise any agents or brokers working
with Gevity that any prospective NCM Client that is currently a United customer shall
not be provided a United new business quote, unless provided directly by United
underwriting.k)
    
    Gevity shall make available and present Uniteds medical products under the
Plan to Clients in a manner at least as favorable as its presentation of the products
of other insurance carriers medical products under the Plan.
 Worksite Employees Outside of Primary Markets
 a)
    
    If a Gevity CM Client electing United medical coverage under the Plan is
headquartered in a Primary Market but has employees working outside of the Primary
Market (Incidental Employees), United shall offer, based on network availability, for
such Incidental Employees Choice Plus (or comparable product), a PPO and/or an
indemnity plan, or other United group medical insurance options agreed to by Gevity and
UnitedHealthcare for CM Clients under the Plan.b)
    
    [*].
 Client Participation and Contribution Requirements for CM Clients
 a)
    
    Gevity shall require each CM Client to contribute at least [*] of the single
coverage rate of the lowest cost United group medical plan offered by the CM Client
under the Plan for all Plan participants.b)
    
    Gevity shall ensure that medical insurance participation for each CM
Client is at least [*] after qualified waivers, with a minimum of
[*] of all CM client
 
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Confidential Treatment Requested by Gevity HR, Inc.
 eligible work site employees, at time of initial enrollment and each renewal
thereafter. This number does not include any otherwise eligible employee who did
not elect group medical coverage, and who is enrolled in another health benefit
plan. For example, if there are [*] Eligible Worksite Employees
and [*] qualified waivers, then there would need to be a minimum of
[*] participating Eligible Worksite Employees. [*] of
[*] ([*] Eligible Worksite Employees minus the [*]
qualified waivers) is [*]. Another example, if there are [*]
Eligible Worksite Employees and [*] qualified waivers, then there would
need to be a minimum of [*] participating Eligible Worksite Employees
([*] of ([*] Eligible worksite Employees  [*]
qualified waivers) is [*], but the minimum of [*] of
[*] is [*])).c)
    
    [*].d)
    
    Notwithstanding Sections 2.6(b) and (c), with respect to those Worksite
Employers that are current Gevity CM Clients in the Plan as of June 1, 2006:(a) for
the Initial Plan Year, any such CM Client with its headquarters in Florida may be
offered United medical coverage under the Plan if the CM Client has at least
[*]Worksite Employees and [*] participation after waivers, and
(b) any such CM Client with its headquarters outside of Florida may be offered United
coverage under the Plan if it has [*] enrolled Worksite Employees enrolled
in the Plan and [*] participation after waivers .e)
    
    Employee and Dependent eligibility for CM Clients shall be governed under the terms
of the Gevity Plan and the United group health insurance terms as set forth in the
Master Policy attached as Exhibit A. In the event of a conflict between the terms in
the Master Policy and the Gevity Plan, the terms of the Master Policy are controlling.
 Marketing
 
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Confidential Treatment Requested by Gevity HR, Inc.
   (a)
    
    Consistent with Section 2.4 of this Agreement, deliver United communication
materials to CM and prospective CM Clients for consideration in the context of Gevitys
overall employee benefit program offerings. To the extent communications regarding
United are sent to NCM and prospective NCM clients, the materials will be approved by
United before distribution.(b)
    
    Add a hotlink to Gevitys web portal for existing Clients to directly view the
dedicated Gevity / UnitedHealthcare website on or before July 21, 2006, and through at
least September 30, 2008. Gevity and UnitedHealthcare agree to work together to
develop the content of the web portal, and any content of the web portal is subject to
the prior written approval of both UnitedHealthcare and Gevity. UnitedHealthcare and
Gevity agree that each may use the others logo on materials they produce and
distribute to Plan participants in connection with this Agreement, but only with the
other partys prior, written approval of each proposed use. Neither party may use the
others logo or name in any way without the other partys prior written approval.
  (c)
    
    Provide Plan participant communication materials or other medical benefits
communication materials in the form of information kits describing United group medical
insurance products available in the CM or NCM Clients or prospective CM or NCM
Clients geographic region;(d)
    
    Participate in training Gevity staff on UnitedHealthcare, the differences in
the United group medical insurance products, and the administrative requirements for
enrollment and enrollment changes;
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Confidential Treatment Requested by Gevity HR, Inc.
 (e)
    
    Make representatives available to assist Gevity employees in presenting the
United group medical products offered under the Plan to Gevity Clients or prospective
Clients at Gevitys request, on a mutually agreed upon basis; and(f)
    
    Provide benefit summaries and rate sheets for each product.
  Commencement of Coverage
 Section 3: Risk Assessment and Pricing
   a)
    
    [*]
 i.
    
    [*]
 
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Confidential Treatment Requested by Gevity HR, Inc.
 ii.
    
    [*]iii.
    
    [*]iv.
    
    [*]v.
    
    [*].
 b)
    
    [*].c)
    
    [*].d)
    
    [*].e)
    
    [*].f)
    
    [*].g)
    
    [*].h)
    
    [*].
 3.2
    
    [*]
 a)
    
    [*].b)
    
    [*].
 Section 4: United Product Pricing for CM Clients
   
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Confidential Treatment Requested by Gevity HR, Inc.
    Section 5: Administration for CM Clients
   
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Confidential Treatment Requested by Gevity HR, Inc.
      th
   
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Confidential Treatment Requested by Gevity HR, Inc.
    Section 6. Term of Agreement
  Section 7: Audits, Reports and Meetings
  
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Confidential Treatment Requested by Gevity HR, Inc.
     Section 8: Compliance with Law
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Confidential Treatment Requested by Gevity HR, Inc.
     Section 9: Confidential Information and Intellectual Property
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Confidential Treatment Requested by Gevity HR, Inc.
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Confidential Treatment Requested by Gevity HR, Inc.
  (a)
    
    is or becomes generally available or known to the public through no fault of
the receiving party;(b)
    
    was already known by or available to the receiving party on a non-confidential
basis prior to the disclosure by the other party;(c)
    
    is subsequently disclosed to the receiving party by a third party that is not
under any obligation of confidentiality to the party who disclosed the information;(d)
    
    has already been or is hereafter independently acquired or developed by the
receiving party without violating any confidentiality agreement with or other
obligation to the party who disclosed the information; or(e)
    
    is approved for release in writing by the disclosing party that originally
disclosed the Confidential Information to the other party.
   Section 10: Software and Technology
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Confidential Treatment Requested by Gevity HR, Inc.
   Section 11: Indemnification and Liability
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Confidential Treatment Requested by Gevity HR, Inc.
 Section 12: Termination of the Agreement
  (a)
    
    UnitedHealthcare may terminate this Agreement retroactively to the last paid date of
coverage if Gevity fails to pay the applicable premium due under the Plan by the due date
(including grace period).(b)
    
    UnitedHealthcare may terminate this Agreement in the event:
 (1)
    
    Gevity commits fraud or makes an intentional misrepresentation of material
fact under the terms of the coverage. Intentional misrepresentation shall include,
but not be limited to, Gevitys intentional failure to utilize the Benefit Rating
Program as agreed to under section 3.1 of this Agreement and/or Gevitys intentional
failure to appropriately charge Clients for premium amounts as agreed to under
section 5.11 of this Agreement. In the event of Gevitys intentional failure to
utilize the Benefit Rating Program and/or intentional failure to appropriately charge
Clients for premium amounts, Gevity shall have sixty (60) days from the date of
receipt of written notice by UnitedHealthcare of such failure to cure the failure(s).(2)
    
    United ceases to offer any medical coverage in the Primary Markets (in this
case, UnitedHealthcare will provide 180 days prior written notice of termination) or
ceases to offer the United medical products made part of this Agreement in the
Primary Markets (in this case, UnitedHealthcare will provide 90 days prior written
notice of termination). In such cases termination will only apply to the applicable
Primary Market affected. This Agreement will continue to operate in full force and
effect as to the non-affected Primary Markets.(3)
    
    Gevity violates the participation or contribution rules as set forth in
Section 2.6 on an aggregate basis of all Clients in Primary Markets that have elected
benefits under the Plan upon which this offer of coverage was conditioned.
Notwithstanding anything herein to the contrary, UnitedHealthcare may not
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Confidential Treatment Requested by Gevity HR, Inc.
 terminate
the Agreement during the Plan Year but may not renew the Agreement in such event by
providing one hundred-twenty (120) days prior written notice of non-renewal.(4)
    
    Gevity terminates the Plan.
 (c)
    
    The effective date of any Federal or State law that renders any term of this
Agreement illegal or impossible to perform. In such event, UnitedHealthcare or Gevity may
terminate only to the extent such law affects the Agreement.(d)
    
    Gevity may terminate the Agreement in the event:
 (1)
    
    United ceases to offer any medical coverage in the Primary Markets (in this
case, UnitedHealthcare will provide 180 days prior written notice of termination) or
ceases to offer the United medical products made part of this Agreement in the
Primary Markets (in this case, UnitedHealthcare will provide 90 days prior written
notice of termination). In such cases termination will only apply to the applicable
Primary Market affected. This Agreement will continue to operate in full force and
effect as to the non-affected Primary Markets.(2)
    
    United violates a provision of the Agreement.(3)
    
    Gevity terminates the Plan.
 Section 13: Subcontracting/ Assignment/Acquisitions
 Sub-Contracting
 Assignment
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Confidential Treatment Requested by Gevity HR, Inc.
  Amendment
  a)
    
    [*].b)
    
    [*].c)
    
    [*].
 Section 14: Notices
   
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Confidential Treatment Requested by Gevity HR, Inc.
         Section 15: No Third Party Beneficiaries
  Section 16: Severability
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Confidential Treatment Requested by Gevity HR, Inc.
 Section 17: Governing Law
  Section 18: No Contract of Insurance
  Section 19: Marketing Materials
  Section 20: No Waiver
  Section 21: Interpretation
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Confidential Treatment Requested by Gevity HR, Inc.
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Confidential Treatment Requested by Gevity HR, Inc.
 IN WITNESS WHEREOF,
 Gevity HR, Inc.
 /s/ Peter Grabowski  Peter Grabowski  SVP  National Sales  5/7/07
 United HealthCare Services, Inc.
 /s/Steve Synott  Steve Synott  President  Small Business  5/16/07
 United HealthCare Insurance Company
 /s/Steve Synott  Steve Synott  President  Small Business  5/16/07
 - 28 -