**Exhibit 10.5**

 

June 30,2008

 

**VIA HAND DELIVERY**

Mr. EdwinE. Hightower, Jr.

 

RE:       Appointment as SVP andChief Legal Officer

 

DearMr. Hightower:

 

Weare very pleased to confirm our conversations with respect to your appointmentto the position of Senior Vice President and Chief Legal Officer, effective July 1,2008.  In this position, you willcontinue to report directly to me, and will be responsible for the followingprimary duties:

 

Managingin-house legal practice, including the provision of legal advice to allinternal clients on legal matters;

 

AdvisingExecutive Committee and Board on legal issues affecting company operations orimplications of various proposed courses of conduct;

 

Managingoutside counsel relationships (to augment internal attorneys as needed), aswell as engagement of lobbyists (as may be necessary);

 

Setting,in coordination with the Executive Committee and Board, legal policy for thecompany;

 

Actingas Board Secretary;

 

Actingas Chief Compliance Officer, heading fraud prevention and detection activities;

 

Actingas Plan fiduciary on all benefits plans, including the 401(k) plans; and,

 

Otherduties as assigned.

 

Base Salary:

 

$300,000per year payable in equal installments of approximately $11,538.46 on theCompany’s normal bi-weekly payroll schedule.

 

Cash  Bonus:

 

Youwill participate in the Company’s cash bonus program for executives that willprovide 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 actuallypaid to you during a calendar year.  For2008, your cash bonus will be calculated 6 months at current bonus eligibilitylevel (30% of base salary at target, per the Vice President compensation plan)and 6 months under the cash bonus program for executives, as described, above.

 

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Theactual amount of any award, either more or less, will be based, in part, on anevaluation of your individual performance and contribution, as well as theoverall financial performance of the Company. Of course, all bonus payments and compensation decisions regardingexecutives are subject to final approval by the Board or a duly authorizedCommittee thereof.

 

Anycash bonus payable pursuant to this paragraph shall be paid no later than the15th day of the third month following the end of the Company’s firsttaxable year in which the bonus is no longer subject to a “substantial risk offorfeiture” (within the meaning of Treasury Regulation § 1.409A-1(d)).

 

Stock Options:

 

Youwill be eligible to participate in the Company’s special equity incentive plan,effective as of the date of your promotion. Any future equity awards will be at the discretion of the Board or aduly authorized Committee thereof.

 

General Severance:

 

Yourcurrent general severance agreement with the Company (as set forth exclusivelyin a letter to you from Garry Welch dated February 12, 2008) is supercededand replaced in its entirety with the following, effective as of the date ofyour promotion:

 

Inthe event your employment is involuntarily terminated by the Company for anyreason other than for “Cause” and provided you execute a full and completegeneral 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 ineffect at the time of your termination. Such sum shall be paid to you in twenty-six (26) equal payments on theCompany’s regular bi-weekly payroll cycle over the twelve (12) month periodimmediately following the termination of your employment, except as otherwiseprovided below.  In addition, during thetwelve (12) month period immediately following the termination of youremployment, you may continue to participate in the health and dental plansprovided to you as of the date of termination at the same level and in the samemanner as if your employment had not terminated.  If the terms of any benefit plan referred toin this section do not permit your continued participation, then the Companywill arrange for other coverage provided substantially similar coverage at noadditional cost to you.

 

Forthe purposes of this Agreement, “Cause” means (i) your willful andcontinuedfailure toperform substantially your duties with the Company (other than any such failureresulting from your incapacity due to physical or mental illness) or (ii) thewillful engaging by you in illegal conduct or gross misconduct which isdemonstrably and materially injurious to the Company or its affiliates.

 

Notwithstandingthe foregoing, if you are a “specified employee” (within the meaning ofTreasury Regulation § 1.409A-1(i)) of the Company, then to the 

 

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extent(if any) the cash severance amounts otherwise payable to you under this sectionfor the first six (6) months after your termination of employment exceedtwo (2) times the lesser of (a) your annualized compensation based onyour annual rate of pay for the calendar year preceding the calendar year inwhich your termination of employment occurs (as adjusted in accordance withTreasury Regulation § 1.409A-1(b)(9)(iii)(A)(1)) or (b) the compensationlimit in effect under Internal Revenue Code § 401(a)(17) for the calendar yearin which such termination occurs, such excess amount shall be paid on the firstbusiness day of the Company that is six (6) months and one (1) dayafter your termination of employment. For purposes of this section, no termination of employment shall betreated as having occurred for severance purposes unless such terminationqualifies as a “separation from service” under Internal Revenue Code § 409A.

 

Allother terms and conditions of your employment, including your Change in ControlSeverance Agreement, remain in full force and effect.

 

Pleaselet us know whether you accept these general terms of your promotion, bysigning in the space provided below, and returning a copy to my attention.

 

Edwin,we believe that your appointment to the position of Senior Vice President andChief Legal Officer provides an excellent opportunity for you to continue tocontribute to our strong leadership team and share in the direct responsibilityfor the ongoing success of an exciting, challenging, and growing company.

 

 
|   | Kindest  regards,           |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | GEVITY  HR, INC.            |
|   |                        |
|   |                        |
|   | \s\  Michael Lavington      |
|   | Michael  Lavington          |
|   | Chairman  and CEO-designate |

 

 
| Agreed  to and Accepted by:       |   |
|-----------------------------------|--------|
|                              |   |
| \s\  Edwin E. Hightower, Jr. |   |
| Edwin  E. Hightower, Jr.     |   |
|                              |   |
| Date:  July 1, 2008          |   |

 

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