1997 Stock Incentive Plan





EXHIBIT 4.1 


















GEVITY HR, INC.



1997 STOCK INCENTIVE
PLAN, 



AS AMENDED AND RESTATED 



































TABLE OF CONTENTS 




	 	 	Page
	SECT	ION 1	DEFINITIONS	 	1	 
	1.1	 	DEFINITIONS	 	1	 
	SECT	ION 2	THE STOCK INCENTIVE PLAN	 	4	 
	2.1	 	PURPOSE OF THE PLAN	 	4	 
	2.2	 	STOCK SUBJECT TO THE PLAN	 	4	 
	2.3	 	ADMINISTRATION OF THE PLAN	 	4	 
	2.4	 	ELIGIBILITY AND LIMITS	 	5	 
	SECT	ION 3	TERMS OF STOCK INCENTIVES	 	5	 
	3.1	 	TERMS AND CONDITIONS OF ALL STOCK INCENTIVES	 	5	 
	3.2	 	TERMS AND CONDITIONS OF OPTIONS	 	7	 
	 	(a)	   Option Price	 	7	 
	 	(b)	   Option Term	 	7	 
	 	(c)	   Payment	 	7	 
	 	(d)	   Conditions to the Exercise of an Option	 	7	 
	 	(e)	   Termination of Incentive Stock Option	 	8	 
		(f)	   Special Provisions for Certain Substitute Options	 	8	 
	3.3	 	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	 	8	 
	 	(a)	   Settlement	 	8	 
	 	(b)	   Conditions to Exercise	 	8	 
	3.4	 	TERMS AND CONDITIONS OF STOCK AWARDS	 	9	 
	3.5	 	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	 	9	 
	 	(a)	   Payment	 	9	 
	 	(b)	   Conditions to Payment	 	9	 
	3.6	 	TERMS AND CONDITIONS OF PERFORMANCE UNIT AWARDS	 	9	 
	 	(a)	   Payment	 	9	 
	 	(b)	   Conditions to Payment	 	9	 
	3.7	 	TERMS AND CONDITIONS OF PHANTOM SHARES	 	10	 
	 	(a)	   Payment	 	10	 
	 	(b)	   Conditions to Payment	 	10	 
	3.8	 	TREATMENT OF AWARDS UPON TERMINATION OF SERVICE	 	10	 
	SECT	ION 4	RESTRICTIONS ON STOCK	 	10	 
	4.1	 	ESCROW OF SHARES	 	10	 
	4.2	 	FORFEITURE OF SHARES	 	11	 
	4.3	 	RESTRICTIONS ON TRANSFER	 	11	 
	SECT	ION 5	GENERAL PROVISIONS	 	11	 
	5.1	 	WITHHOLDING	 	11	 
	5.2	 	CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION	 	12	 
	5.3	 	CASH AWARDS	 	12	 
	5.4	 	COMPLIANCE WITH CODE	 	12	 
	5.5	 	RIGHT TO TERMINATE SERVICE	 	12	 
	5.6	 	RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS	 	12	 
	5.7	 	NON-ALIENATION OF BENEFITS	 	13	 
	5.8	 	TERMINATION AND AMENDMENT OF THE PLAN	 	13	 
	5.9	 	STOCKHOLDER APPROVAL	 	13	 
	5.10	 	CHOICE OF LAW	 	13	 
	5.11	 	EFFECTIVE DATE OF PLAN	 	13	 







-i- 








GEVITY HR, INC. 



1997 STOCK INCENTIVE PLAN, 



AS AMENDED AND RESTATED 



SECTION 1 DEFINITIONS 



        1.1
Definitions. Whenever used herein, the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context clearly indicates
otherwise, and the following capitalized words and phrases are used herein with the
meaning thereafter ascribed: 



        (a)    “Board
of Directors” means the board of directors of the Company. 



        (b)    “Cause”
has the same meaning as provided in the employment agreement between the Participant and
the Company or, if applicable, any affiliate of the Company on the date of Termination of
Service, or if no such definition or employment agreement exists, “Cause” means
conduct amounting to (1) fraud or dishonesty against the Company or its affiliates,
(2) Participant’s willful misconduct, repeated refusal to follow the reasonable
directions of the board of directors of the Company or its affiliates, or knowing
violation of law in the course of performance of the duties of Participant’s service
with the Company or its affiliates, (3) repeated absences from work without a
reasonable excuse, (4) repeated intoxication with alcohol or drugs while on the
Company or affiliates’ premises during regular business hours, (5) a conviction
or plea of guilty or nolo contendere to a felony or a crime involving dishonesty,
or (6) a breach or violation of the terms of any agreement to which Participant and
the Company or its affiliates are party. 



        (c)    “Change
in Control” means any one of the following events which may occur following
completion of the initial public offering, if any, of the Company, but only if the event
shall have occurred without the approval of the Board of Directors: 



		    (1)                        there
occurs the acquisition by any person or persons acting in concert of the           Company’s
then outstanding voting securities if, after the transaction, the           acquiring
person (or persons) owns, controls or holds with power to vote           twenty-five
percent (25%) or more of any class of voting securities of the           Company;
provided, however, that the provisions of the foregoing clauses (1)           shall not
apply to the acquisition of securities by any person who, as of the           date of
consummation of the initial public offering of shares of Common Stock,           $.01 par
value per share (the “Common Stock”), together with his or           its
affiliates, is the Beneficial Owner of more than 5,000,000 shares of Common
          Stock.  







		    (2)                         within
any twelve-month period the persons who were directors of the Company
          immediately before the beginning of such twelve-month period (the
          “Incumbent Directors”) shall cease to constitute at least a majority
          of the Board of Directors; provided that any director who was not a director
          immediately following any initial public offering shall be deemed to be an
          Incumbent Director if that director was elected to the Board of Directors by,
or           on the recommendation of or with the approval of, at least two-thirds of the
          directors who then qualified as Incumbent Directors; and provided further that
          no director whose initial assumption of office is in connection with an actual
          or threatened election contest (as such terms are used in Rule 14a-11 of
          Regulation 14A promulgated under the Securities Exchange Act of 1934) relating
          to the election of directors of the Company shall be deemed to be an Incumbent
          Director;  












		    (3)                         there
occurs the approval by shareholders of the Company of a reorganization,           merger
or consolidation, with respect to which persons who were the shareholders           of
the Company immediately prior to such reorganization, merger or consolidation
          do not, immediately thereafter, own more than fifty percent (50%) of the
          combined voting power entitled to vote in the election of directors of the
          reorganized, merged or consolidated company’s then outstanding voting
          securities; or  







		    (4)                         there
occurs the sale, transfer or assignment of all or substantially all of the
          assets of the Company and its subsidiaries to any third party.  







        (d)    “Code”
means the Internal Revenue Code of 1986, as amended. 



        (e)    “Committee”
means the committee appointed by the Board of Directors to administer the Plan pursuant to
Plan Section 2.3. 



	        (f)     	"Company" means Gevity HR, Inc., a Florida  corporation.  






        (g)    “Disability”
has the same meaning as provided in the long-term disability plan or policy maintained or,
if applicable, most recently maintained, by the Company or, if applicable, any affiliate
of the Company for the Participant. If no long-term disability plan or policy was ever
maintained on behalf of the Participant or, if the determination of Disability relates to
an Incentive Stock Option, Disability shall mean that condition described in Code Section
22(e)(3), as amended from time to time. In the event of a dispute, the determination of
Disability shall be made by the Board of Directors and shall be supported by advice of a
physician competent in the area to which such Disability relates. 



        (h)    “Disposition”
means any conveyance, sale, transfer, assignment, pledge or hypothecation, whether
outright or as security, inter vivos or testamentary, with or without consideration,
voluntary or involuntary. 



        (i)    “Dividend
Equivalent Rights” means certain rights to receive cash payments as described in
Plan Section 3.5. 



        (j)    “Fair
Market Value” refers to the determination of value of a share of Stock. If the
Stock is actively traded on any national securities exchange or any Nasdaq quotation or
market system, Fair Market Value shall mean the closing price at which sales of Stock
shall have been sold on the most recent trading date immediately prior to the date of
determination, as reported by any such exchange or system selected by the Committee on
which the shares of Stock are then traded. If the shares of Stock are not actively traded
on any such exchange or system, Fair Market Value shall mean the arithmetic mean of the
bid and asked prices for the shares of Stock on the most recent trading date within a
reasonable period prior to the determination date as reported by such exchange or system.
If there are no bid and asked prices within a reasonable period or if the shares of Stock
are not traded on any exchange or system as of the determination date, Fair Market Value
shall mean the fair market value of a share of Stock as determined by the Committee taking
into account such facts and circumstances deemed to be material by the Committee to the
value of the Stock in the hands of the Participant; provided that, for purposes of
granting awards other than Incentive Stock Options, Fair Market Value of a share of Stock
may be determined by the Committee by reference to the average market value determined
over a period certain or as of specified dates, to a tender offer price for the shares of
Stock (if settlement of an award is triggered by such an event) or to any other reasonable
measure of fair market value and provided further that, for purposes of granting Incentive
Stock Options, Fair Market Value of a share of Stock shall be determined in accordance
with the valuation principles described in the regulations promulgated under Code Section
422. 



 2






        (k)    “Incentive
Stock Option” means an incentive stock option, as defined in Code
Section 422, described in Plan Section 3.2. 



        (l)    “Non-Qualified
Stock Option” means a stock option, other than an option qualifying as an
Incentive Stock Option, described in Plan Section 3.2. 



        (m)    “Option”
means a Non-Qualified Stock Option or an Incentive Stock Option. 



        (n)    “Over
10% Owner” means an individual who at the time an Incentive Stock Option is
granted owns Stock possessing more than 10% of the total combined voting power of the
Company or one of its Parents or Subsidiaries, determined by applying the attribution
rules of Code Section 424(d). 



        (o)    “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending
with the Company if, with respect to Incentive Stock Options, at the time of granting of
the Option, each of the corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the other
corporations in the chain. 



        (p)    “Participant”
means an individual who receives a Stock Incentive hereunder. 



        (q)    “Performance
Unit Award” refers to a performance unit award described in Plan Section 3.6. 



        (r)    “Phantom
Shares” refers to the rights described in Plan Section 3.7. 



	        (s)    "Plan"  	means
the Gevity HR, Inc. 1997 Stock Incentive Plan, as Amended and Restated. 






        (t)    “Stock”
means the Company’s common stock, $.01 par value. 



        (u)    “Stock
Appreciation Right” means a stock appreciation right described in Plan Section
3.3. 



        (v)    “Stock
Award” means a stock award described in Plan Section 3.4. 



        (w)    “Stock Incentive
Agreement” means an agreement between the Company and a Participant or other
documentation evidencing an award of a Stock Incentive. 



        (x)    “Stock
Incentive Program” means a written program established by the Committee pursuant
to which Stock Incentives, other than Options or Stock Appreciation Rights, are awarded
under the Plan under uniform terms, conditions and restrictions set forth in such written
program and distributed among eligible officers, employees and directors. 



3 





        (y)    “Stock
Incentives” means, collectively, Dividend Equivalent Rights, Incentive Stock
Options, Non-Qualified Stock Options, Performance Unit Awards, Phantom Shares, Stock
Appreciation Rights and Stock Awards. 



        (z)    “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, with respect to Incentive Stock Options, at the time of the
granting of the Option, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain. 



        (aa)    “Termination
of Service” means the termination of the service relationship, whether employment
or otherwise, between a Participant and the Company and its affiliates, regardless of the
fact that severance or similar payments are made to the Participant for any reason,
including, but not by way of limitation, a termination by resignation, discharge, death,
Disability or retirement. The Committee shall, in its absolute discretion, determine the
effect of all matters and questions relating to Termination of Service, including, but not
by way of limitation, the question of whether a leave of absence constitutes a Termination
of Service, or whether a Termination of Service is for Cause. 



SECTION 2 THE STOCK
INCENTIVE PLAN 



        2.1    
Purpose of the Plan.  The Plan is intended to (a) provide incentive to
officers, employees, directors and consultants of the Company and its affiliates to
stimulate their efforts toward the continued success of the Company and to operate and
manage the business in a manner that will provide for the long-term growth and
profitability of the Company; (b) encourage stock ownership by officers, employees,
directors and consultants by providing them with a means to acquire a proprietary interest
in the Company by acquiring shares of Stock or to receive compensation which is based upon
appreciation in the value of Stock; and (c) provide a means of obtaining and rewarding key
personnel. 



        2.2    
Stock Subject to the Plan.  Subject to adjustment in accordance with
Section 5.2, 4,500,000 shares of Stock (the “Maximum Plan Shares”) are
hereby reserved exclusively for issuance pursuant to Stock Incentives. At no time shall
the Company have outstanding Stock Incentives and shares of Stock issued in respect of
Stock Incentives in excess of the Maximum Plan Shares. The shares of Stock attributable to
the nonvested, unpaid, unexercised, unconverted or otherwise unsettled portion of any
Stock Incentive that is forfeited or cancelled or expires or terminates for any reason
without becoming vested, paid, exercised, converted or otherwise settled in full shall
again be available for purposes of the Plan. 



        2.3    
Administration of the Plan.  The Plan shall be administered by the
Committee.  The Committee shall have full authority in its discretion to determine
the officers, employees, directors and consultants of the Company or its affiliates to
whom Stock Incentives shall be granted and the terms and provisions of Stock Incentives,
subject to the Plan.  Subject to the provisions of the Plan, the Committee shall have
full and conclusive authority to interpret the Plan; to prescribe, amend and rescind rules
and regulations relating to the Plan; to determine the terms and provisions of the
respective Stock Incentive Agreements or Stock Incentive Programs and to make all other
determinations necessary or advisable for the proper administration of the Plan.  The
Committee’s determinations under the Plan need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under the Plan
(whether or not such persons are similarly situated).  The Committee’s decisions
shall be final and binding on all Participants. 



4 




        As
to any matter involving a Participant who is not a “reporting person” for
purposes of Section 16 of the Securities Exchange Act of 1934, the Committee may delegate
to any member of the Board of Directors or officer of the Company the administrative
authority to (a) interpret the provisions of the Participant’s Stock Incentive
Agreement and (b) determine the treatment of Stock Incentives upon a Termination of
Service, as contemplated by Plan Section 3.8. 



        The
Committee shall consist of at least two members of the Board of Directors each of whom,
during those periods that the Company is subject to the provisions of Section 16 of the
Securities Exchange Act of 1934, shall qualify as a “non-employee director,” as
defined in Rule 16b-3 as promulgated under the Securities Exchange Act of 1934, and each
of whom, during those periods that the Company has issued equity securities required to be
registered under Section 12 of the Securities Exchange Act of 1934, shall separately
qualify as an “outside director,” within the meaning of Code Section 162(m) and
the regulations promulgated thereunder. The Board of Directors may from time to time
remove members from or add members to the Committee. Vacancies on the Committee shall be
filled by the Board of Directors. 



        2.4    
Eligibility and Limits.  Stock Incentives may be granted only to officers,
employees, directors and consultants of the Company or an affiliate; provided, however,
that an Incentive Stock Option may only be granted to an employee of the Company or any
Parent or Subsidiary.  In the case of Incentive Stock Options, the aggregate Fair
Market Value (determined as at the date an Incentive Stock Option is granted) of stock
with respect to which stock options intended to meet the requirements of Code
Section 422 become exercisable for the first time by an individual during any
calendar year under all plans of the Company and its Parents and Subsidiaries shall not
exceed $100,000; provided further, that if the limitation is exceeded, the Incentive Stock
Option(s) which cause the limitation to be exceeded shall be treated as Non-Qualified
Stock Option(s); except as the terms of the Stock Incentive Agreement may expressly
provide otherwise. To the extent required under Code Section 162(m) and regulations
thereunder for compensation to be treated as qualified performance-based compensation, the
maximum number of shares of Stock with respect to which Options or Stock Appreciation
Rights may be granted during any single fiscal year of the Company to any Participant who
is a “covered employee,” within the meaning of Code Section 162(m) and the
regulations promulgated thereunder (a “Covered Employee”), shall not exceed
100,000. 



SECTION 3 TERMS OF
STOCK INCENTIVES 



        3.1    
     Terms and Conditions of All Stock Incentives. 




	 	        (a)    The
number of shares of Stock as to which a Stock Incentive shall be granted shall be
determined by the Committee in its sole discretion, subject to the provisions of Section 2.2
as to the total number of shares available for grants under the Plan. If a Stock
Incentive Agreement so provides, a Participant may be granted a new Option to purchase a
number of shares of Stock equal to the number of previously owned shares of Stock
tendered in payment of the Exercise Price (as defined below) for each share of Stock
purchased pursuant to the terms of the Stock Incentive Agreement.  







	 	        (b)    Each
Stock Incentive shall be evidenced either by a Stock Incentive Agreement in such form and
containing such terms, conditions and restrictions as the Committee may determine is
appropriate or be made subject to the terms of a Stock Incentive Program, containing such
terms, conditions and restrictions as the Committee may determine is appropriate. Each
Stock Incentive Agreement or Stock Incentive Program shall be subject to the terms of the
Plan and any provision in a Stock Incentive Agreement or Stock Incentive Program that is
inconsistent with the Plan shall be null and void.  







5



	 	        (c)    The
date a Stock Incentive is granted shall be the date on which the Committee has approved
the terms and conditions of the Stock Incentive Agreement or Stock Incentive Program and
has determined the recipient of the Stock Incentive and the number of shares covered by
the Stock Incentive and has taken all such other action necessary to complete the grant
of the Stock Incentive.  







	 	        (d)    The
Committee may provide in any Stock Incentive Agreement or pursuant to any Stock Incentive
Program (or subsequent to the award of a Stock Incentive but prior to its expiration or
cancellation, as the case may be) that, in the event of a Change in Control, the Stock
Incentive shall or may be cashed out on the basis of any price not greater than the
highest price paid for a share of Stock in any transaction reported by any market or
system selected by the Committee on which the shares of Stock are then actively traded
during a specified period immediately preceding or including the date of the Change in
Control or offered for a share of Stock in any tender offer occurring during a specified
period immediately preceding or including the date the tender offer commences; provided
that, in no case shall any such specified period exceed one (1) year (the “Change in
Control Price”). For purposes of this Subsection, the cash-out of a Stock Incentive
shall be determined as follows:  







		              (i)        Options
shall be cashed out on the basis of the excess, if any, of the           Change in
Control Price (but not more than the Fair Market Value of the Stock on           the date
of the cash-out in the case of Incentive Stock Options) over the           Exercise Price
with or without regard to whether the Option may otherwise be           exercisable only
in part;  







		              (ii)        Stock
Awards and Phantom Shares shall be cashed out in an amount equal to           the Change
in Control Price with or without regard to any conditions or           restrictions
otherwise applicable to any such Stock Incentive; and  







		    (iii)                Stock
Appreciation Rights, Dividend Equivalent Rights and Performance Unit           Awards
shall be cashed out with or without regard to any conditions or           restrictions
otherwise applicable to any such Stock Incentive and the amount of           the cash out
shall be determined by reference to the number of shares of Stock           that would be
required to pay the Participant in kind for the value of the Stock           Incentive as
of the date of the Change in Control multiplied by the Change in           Control Price.  







	 	        (e)    Any
Stock Incentive may be granted in connection with all or any portion of a previously or
contemporaneously granted Stock Incentive. Exercise or vesting of a Stock Incentive
granted in connection with another Stock Incentive may result in a pro rata surrender or
cancellation of any related Stock Incentive, as specified in the applicable Stock
Incentive Agreement or Stock Incentive Program.  







	 	        (f)    Stock
Incentives shall not be transferable or assignable except by will or by the laws of
descent and distribution and shall be exercisable, during the Participant’s
lifetime, only by the Participant; in the event of the Disability of the Participant, by
the legal representative of the Participant; or in the event of the death of the
participant, by the personal representative of the Participant’s estate or if no
personal representative has been appointed, by the successor in interest determined under
the Participant’s will.  







6 





        3.2    
Terms and Conditions of Options.  Each Option granted under the Plan shall be
evidenced by a Stock Incentive Agreement. At the time any Option is granted, the Committee
shall determine whether the Option is to be an Incentive Stock Option or a Non-Qualified
Stock Option, and the Option shall be clearly identified as to its status as an Incentive
Stock Option or a Non-Qualified Stock Option.  At the time any Incentive Stock Option
is exercised, the Company shall be entitled to place a legend on the certificates
representing the shares of Stock purchased pursuant to the Option to clearly identify them
as shares of Stock purchased upon exercise of an Incentive Stock Option. An Incentive
Stock Option may only be granted within ten (10) years from the earlier of the date the
Plan is adopted by the Board of Directors or approved by the Company’s shareholders. 



	 	        (a)    Option
Price.  Subject to adjustment in accordance with Section 5.2 and the other
provisions of this Section 3.2, the exercise price (the “Exercise Price”)
per share of Stock purchasable under any Option shall be as set forth in the applicable
Stock Incentive Agreement.  With respect to each grant of an Incentive Stock Option
to a Participant who is not an Over 10% Owner or to each grant of any Option to a
Participant who is then a Covered Employee, the Exercise Price per share shall not be
less than the Fair Market Value on the date the Option is granted. With respect to each
grant of an Incentive Stock Option to a Participant who is an Over 10% Owner, the
Exercise Price shall not be less than 110% of the Fair Market Value on the date the
Option is granted.  







	 	        (b)    Option
Term.  The term of an Option shall be as specified in the applicable Stock
Incentive Agreement; provided, however that any Incentive Stock Option granted to a
Participant who is not an Over 10% Owner shall not be exercisable after the expiration of
ten (10) years after the date the Option is granted and any Incentive Stock Option
granted to an Over 10% Owner shall not be exercisable after the expiration of five (5)
years after the date the Option is granted.  







	 	        (c)    Payment. Payment
for all shares of Stock purchased pursuant to exercise of an Option shall be made in any
form or manner authorized by the Committee in the Stock Incentive Agreement or by
amendment thereto, including, but not limited to, cash or, if the Stock Incentive
Agreement provides, (1) by delivery to the Company of a number of shares of Stock
which have been owned by the holder for at least six (6) months prior to the date of
exercise having an aggregate Fair Market Value of not less than the product of the
Exercise Price multiplied by the number of shares the Participant intends to purchase
upon exercise of the Option on the date of delivery; (2) in a cashless exercise
through a broker; or (3) by having a number of shares of Stock withheld, the Fair
Market Value of which as of the date of exercise is sufficient to satisfy the Exercise
Price. In its discretion, the Committee also may authorize (at the time an Option is
granted or thereafter) Company financing to assist the Participant as to payment of the
Exercise Price on such terms as may be offered by the Committee in its discretion.
Payment shall be made at the time that the Option or any part thereof is exercised, and
no shares shall be issued or delivered upon exercise of an option until full payment has
been made by the Participant.  The holder of an Option, as such, shall have none of
the rights of a stockholder.  







	 	        (d)    Conditions
to the Exercise of an Option.  Each Option granted under the Plan shall be
exercisable by whom, at such time or times, or upon the occurrence of such event or
events, and in such amounts, as the Committee shall specify in the Stock Incentive
Agreement; provided, however, that subsequent to the grant of an Option, the Committee,
at any time before complete termination of such Option, may accelerate the time or times
at which such Option may be exercised in whole or in part, including, without limitation,
upon a Change in Control and may permit the Participant or any other designated person to
exercise the Option, or any portion thereof, for all or part of the remaining Option term
notwithstanding any provision of the Stock Incentive Agreement to the contrary.  







7 





	 	        (e)    Termination
of Incentive Stock Option.  With respect to an Incentive Stock Option, in the
event of the Termination of Service of a Participant, the Option or portion thereof held
by the Participant which is unexercised shall expire, terminate, and become unexercisable
no later than the expiration of three (3) months after the date of Termination of
Service; provided, however, that in the case of a holder whose Termination of Service is
due to death or Disability, one (1) year shall be substituted for such three (3) month
period. For purposes of this Subsection (e), Termination of Service of the Participant
shall not be deemed to have occurred if the Participant is employed by another
corporation (or a parent or subsidiary corporation of such other corporation) which has
assumed the Incentive Stock Option of the Participant in a transaction to which Code
Section 424(a) is applicable.  







	 	        (f)    Special
Provisions for Certain Substitute Options.  Notwithstanding anything to the
contrary in this Section 3.2, any Option issued in substitution for an option
previously issued by another entity, which substitution occurs in connection with a
transaction to which Code Section 424(a) is applicable, may provide for an exercise
price computed in accordance with such Code Section and the regulations thereunder and
may contain such other terms and conditions as the Committee may prescribe to cause such
substitute Option to contain as nearly as possible the same terms and conditions
(including the applicable vesting and termination provisions) as those contained in the
previously issued option being replaced thereby.  







        3.3    
Terms and Conditions of Stock Appreciation Rights. Each Stock Appreciation Right
granted under the Plan shall be evidenced by a Stock Incentive Agreement. A Stock
Appreciation Right may be granted in connection with all or any portion of a previously or
contemporaneously granted Stock Incentive or not in connection with a Stock
Incentive.  A Stock Appreciation Right shall entitle the Participant to receive the
excess of (a) the Fair Market Value of a specified or determinable number of shares
of the Stock at the time of payment or exercise over (b) a specified price (1) which,
in the case of a Stock Appreciation Right granted in connection with an Option, shall be
not less than the Exercise Price for that number of shares and (2) which, in the case of a
Stock Appreciation Right that is granted to a Participant who is then a Covered Employee,
shall not be less than the Fair Market Value of the Stock at the time of the award. A
Stock Appreciation Right granted in connection with a Stock Incentive may only be
exercised to the extent that the related Stock Incentive has not been exercised, paid or
otherwise settled. The exercise of a Stock Appreciation Right granted in connection with a
Stock Incentive shall result in a pro rata surrender or cancellation of any related Stock
Incentive to the extent the Stock Appreciation Right has been exercised. 



	 	        (a)    Settlement.                 Upon
settlement of a Stock Appreciation Right, the Company shall pay to the
          Participant the appreciation in cash or shares of Stock (valued at the
aggregate           Fair Market Value on the date of payment or exercise) as provided in
the Stock           Incentive Agreement or, in the absence of such provision, as the
Committee may           determine.  







	 	        (b)    Conditions
to Exercise. Each Stock Appreciation Right granted under the Plan shall be
exercisable or payable at such time or times, or upon the occurrence of such event or
events, and in such amounts, as the Committee shall specify in the Stock Incentive
Agreement; provided, however, that subsequent to the grant of a Stock Appreciation Right,
the Committee, at any time before complete termination of such Stock Appreciation Right,
may accelerate the time or times at which such Stock Appreciation Right may be exercised
or paid in whole or in part.  







8 



        3.4    Terms
and Conditions of Stock Awards. The number of shares of Stock subject to a Stock
Award and restrictions or conditions on such shares, if any, shall be as the Committee
determines, and the certificate for such shares shall bear evidence of any restrictions
or conditions.  Subsequent to the date of the grant of the Stock Award, the
Committee shall have the power to permit, in its discretion, an acceleration of the
expiration of an applicable restriction period with respect to any part or all of the
shares awarded to a Participant. The Committee may require a cash payment from the
Participant in an amount no greater than the aggregate Fair Market Value of the shares of
Stock awarded determined at the date of grant in exchange for the grant of a Stock Award
or may grant a Stock Award without the requirement of a cash payment.  





        3.5    
Terms and Conditions of Dividend Equivalent Rights. A Dividend Equivalent Right
shall entitle the Participant to receive payments from the Company in an amount determined
by reference to any cash dividends paid on a specified number of shares of Stock to
Company shareholders of record during the period such rights are effective. The Committee
may impose such restrictions and conditions on any Dividend Equivalent Right as the
Committee in its discretion shall determine, including the date any such right shall
terminate and may reserve the right to terminate, amend or suspend any such right at any
time. 



	 	        (a)    Payment.                 Payment
in respect of a Dividend Equivalent Right may be made by the Company in           cash or
shares of Stock (valued at Fair Market Value on the date of payment) as
          provided in the Stock Incentive Agreement or, in the absence of such provision,
          as the Committee may determine.  







	 	        (b)    Conditions
to Payment. Each Dividend Equivalent Right granted under the Plan shall be payable at
such time or times, or upon the occurrence of such event or events, and in such amounts,
as the Committee shall specify in the Stock Incentive Agreement or Stock Incentive
Program; provided, however, that subsequent to the grant of a Dividend Equivalent Right,
the Committee, at any time before complete termination of such Dividend Equivalent Right,
may accelerate the time or times at which such Dividend Equivalent Right may be paid in
whole or in part.  







        3.6    
Terms and Conditions of Performance Unit Awards. A Performance Unit Award shall
entitle the Participant to receive, at a future date, payment of an amount equal to all or
a portion of the value of a number of units (stated in terms of a designated dollar amount
per unit) granted by the Committee, all as the Committee shall specify in the Stock
Incentive Agreement or Stock Incentive Program. At the time of the grant, the Committee
must determine the base value of each unit, the number of units subject to a Performance
Unit Award, the performance factors applicable to the determination of the ultimate
payment value of the Performance Unit Award and the period over which Company performance
shall be measured. The Committee may provide for an alternate base value for each unit
under certain specified conditions. 



	 	        (a)    Payment.                 Payment
in respect of Performance Unit Awards may be made by the Company in cash           or
shares of Stock (valued at Fair Market Value on the date of payment) as
          provided in the Stock Incentive Agreement or Stock Incentive Program or, in the
          absence of such provision, as the Committee may determine.  







	 	        (b)    Conditions
to Payment. Each Performance Unit Award granted under the Plan shall be payable at
such time or times, or upon the occurrence of such event or events, and in such amounts,
as the Committee shall specify in the Stock Incentive Agreement or Stock Incentive
Program; provided, however, that subsequent to the grant of a Performance Unit Award, the
Committee, at any time before complete termination of such Performance Unit Award, may
accelerate the time or times at which such Performance Unit Award may be paid in whole or
in part.  






 9




        3.7    
Terms and Conditions of Phantom Shares. Phantom Shares shall entitle the
Participant to receive, at a future date, payment of an amount equal to all or a portion
of the Fair Market Value of a number of shares of Stock at the end of a certain period,
all as the Committee shall specify in the Stock Incentive Agreement or Stock Incentive
Program. At the time of the grant, the Committee shall determine the factors which will
govern the portion of the rights so payable, including, at the discretion of the
Committee, any performance criteria that must be satisfied as a condition to payment. 



	 	        (a)    Payment.                 Payment
in respect of Phantom Shares may be made by the Company in cash or           shares of
Stock (valued at Fair Market Value on the date of payment) as provided           in the
Stock Incentive Agreement or Stock Incentive Program or, in the absence           of such
provision, as the Committee may determine.  







	 	        (b)    Conditions
to Payment. Each Phantom Share granted under the Plan shall be payable at such time
or times, or upon the occurrence of such event or events, and in such amounts, as the
Committee shall specify in the Stock Incentive Agreement or Stock Incentive Program;
provided, however, that subsequent to the grant of a Phantom Share, the Committee, at any
time before complete termination of such Phantom Share, may accelerate the time or times
at which such Phantom Share may be paid in whole or in part.  







        3.8    
Treatment of Awards Upon Termination of Service. Except as otherwise provided by
Plan Section 3.2(e), any award under this Plan to a Participant who suffers a Termination
of Service may be cancelled, accelerated, paid or continued, as provided in the Stock
Incentive Agreement or Stock Incentive Program or, in the absence of such provision, as
the Committee may determine. The portion of any award exercisable in the event of
continuation or the amount of any payment due under a continued award may be adjusted by
the Committee to reflect the Participant’s period of service from the date of grant
through the date of the Participant’s Termination of Service or such other factors as
the Committee determines are relevant to its decision to continue the award. 



SECTION 4 RESTRICTIONS
ON STOCK 



        4.1    
Escrow of Shares. Any certificates representing the shares of Stock issued under
the Plan shall be issued in the Participant’s name, but, if the Stock Incentive
Agreement or Stock Incentive Program so provides, the shares of Stock shall be held by a
custodian designated by the Committee (the “Custodian”). Each applicable Stock
Incentive Agreement or Stock Incentive Program providing for transfer of shares of Stock
to the Custodian shall appoint the Custodian as the attorney-in-fact for the Participant
for the term specified in the applicable Stock Incentive Agreement or Stock Incentive
Program, with full power and authority in the Participant’s name, place and stead to
transfer, assign and convey to the Company any shares of Stock held by the Custodian for
such Participant, if the Participant forfeits the shares under the terms of the applicable
Stock Incentive Agreement or Stock Incentive Program.  During the period that the
Custodian holds the shares subject to this Section, the Participant shall be entitled to
all rights, except as provided in the applicable Stock Incentive Agreement or Stock
Incentive Program, applicable to shares of Stock not so held. Any dividends declared on
shares of Stock held by the Custodian shall, as the Committee may provide in the
applicable Stock Incentive Agreement or Stock Incentive Program, be paid directly to the
Participant or, in the alternative, be retained by the Custodian until the expiration of
the term specified in the applicable Stock Incentive Agreement or Stock Incentive Program
and shall then be delivered, together with any proceeds, with the shares of Stock to the
Participant or to the Company, as applicable. 



10 





        4.2    
Forfeiture of Shares. Notwithstanding any vesting schedule set forth in any Stock
Incentive Agreement or Stock Incentive Program, in the event that the Participant violates
a noncompetition agreement as set forth in the Stock Incentive Agreement or Stock
Incentive Program, all Stock Incentives and shares of Stock issued to the holder pursuant
to the Plan shall be forfeited; provided, however, that the Company shall return to the
holder the lesser of any consideration paid by the Participant in exchange for Stock
issued to the Participant pursuant to the Plan or the then Fair Market Value of the Stock
forfeited hereunder. 



        4.3    
Restrictions on Transfer. The Participant shall not have the right to make or
permit to exist any Disposition of the shares of Stock issued pursuant to the Plan except
as provided in the Plan or the applicable Stock Incentive Agreement or Stock Incentive
Program. Any Disposition of the shares of Stock issued under the Plan by the Participant
not made in accordance with the Plan or the applicable Stock Incentive Agreement or Stock
Incentive Program shall be void. The Company shall not recognize, or have the duty to
recognize, any Disposition not made in accordance with the Plan and the applicable Stock
Incentive Agreement or Stock Incentive Program, and the shares so transferred shall
continue to be bound by the Plan and the applicable Stock Incentive Agreement or Stock
Incentive Program. 



SECTION 5 GENERAL
PROVISIONS 



        5.1    
Withholding.  The Company shall deduct from all cash distributions under the
Plan any taxes required to be withheld by federal, state or local government. Whenever the
Company proposes or is required to issue or transfer shares of Stock under the Plan or
upon the vesting of any Stock Award, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy any federal, state and
local withholding tax requirements prior to the delivery of any certificate or
certificates for such shares or the vesting of such Stock Award. A Participant may pay the
withholding tax in cash, or, if the applicable Stock Incentive Agreement or Stock
Incentive Program provides, a Participant may elect to have the number of shares of Stock
he is to receive reduced by, or with respect to a Stock Award, tender back to the Company,
the smallest number of whole shares of Stock which, when multiplied by the Fair Market
Value of the shares of Stock determined as of the Tax Date (defined below), is sufficient
to satisfy federal, state and local, if any, withholding taxes arising from exercise or
payment of a Stock Incentive (a “Withholding Election”). A Participant may make
a Withholding Election only if both of the following conditions are met: 



	 	        (a)    The
Withholding Election must be made on or prior to the date on which the amount of tax
required to be withheld is determined (the “Tax Date”) by executing and
delivering to the Company a properly completed notice of Withholding Election as
prescribed by the Committee; and  







	 	        (b)    Any
Withholding Election made will be irrevocable; however, the Committee may in its sole
discretion disapprove and give no effect to the Withholding Election.  






11 




      5.2    
Changes in Capitalization; Merger; Liquidation.



	 	        (a)
     The number of shares of Stock reserved for the grant of
Options, Dividend Equivalent Rights, Performance Unit Awards, Phantom Shares, Stock
Appreciation Rights and Stock Awards; the number of shares of Stock reserved for issuance
upon the exercise or payment, as applicable, of each outstanding Option, Dividend
Equivalent Right, Performance Unit Award, Phantom Share and Stock Appreciation Right and
upon vesting or grant, as applicable, of each Stock Award; the Exercise Price of each
outstanding Option and the specified number of shares of Stock to which each outstanding
Dividend Equivalent Right, Phantom Share and Stock Appreciation Right pertains shall be
proportionately adjusted for any increase or decrease in the number of issued shares of
Stock resulting from a subdivision or combination of shares or the payment of an ordinary
stock dividend in shares of Stock to holders of outstanding shares of Stock or any other
increase or decrease in the number of shares of Stock outstanding effected without
receipt of consideration by the Company.  







	 	        (b)    In
the event of any merger, consolidation, extraordinary dividend (including a spin-off),
reorganization or other change in the corporate structure of the Company or its Stock or
tender offer for shares of Stock, the Committee, in its sole discretion, may make such
adjustments with respect to awards and take such other action as it deems necessary or
appropriate to reflect or in anticipation of such merger, consolidation, extraordinary
dividend, reorganization, other change in corporate structure or tender offer, including,
without limitation, the substitution of new awards, the termination or adjustment of
outstanding awards, the acceleration of awards or the removal of restrictions on
outstanding awards. Any adjustment pursuant to this Section 5.2 may provide, in the
Committee’s discretion, for the elimination without payment therefor of any
fractional shares that might otherwise become subject to any Stock Incentive.  







	 	        (c)    The
existence of the Plan and the Stock Incentives granted pursuant to the Plan shall not
affect in any way the right or power of the Company to make or authorize any adjustment,
reclassification, reorganization or other change in its capital or business structure,
any merger or consolidation of the Company, any issue of debt or equity securities having
preferences or priorities as to the Stock or the rights thereof, the dissolution or
liquidation of the Company, any sale or transfer of all or any part of its business or
assets, or any other corporate act or proceeding.  







        5.3    
Cash Awards.  The Committee may, at any time and in its discretion, grant to
any holder of a Stock Incentive the right to receive, at such times and in such amounts as
determined by the Committee in its discretion, a cash amount which is intended to
reimburse such person for all or a portion of the federal, state and local income taxes
imposed upon such person as a consequence of the receipt of the Stock Incentive or the
exercise of rights thereunder. 



        5.4    
Compliance with Code.  All Incentive Stock Options to be granted hereunder are
intended to comply with Code Section 422, and all provisions of the Plan and all
Incentive Stock Options granted hereunder shall be construed in such manner as to
effectuate that intent. 



        5.5    
Right to Terminate Service.  Nothing in the Plan or in any Stock Incentive
Agreement or Stock Incentive Program shall confer upon any Participant the right to
continue as an employee, officer, director or consultant of the Company or any of its
affiliates or affect the right of the Company or any of its affiliates to terminate the
Participant’s service at any time. 



        5.6    
Restrictions on Delivery and Sale of Shares; Legends.  Each Stock Incentive is
subject to the condition that if at any time the Committee, in its discretion, shall
determine that the listing, registration or qualification of the shares covered by such
Stock Incentive upon any securities exchange or under any state or federal law is
necessary or desirable as a condition of or in connection with the granting of such Stock
Incentive or the purchase or delivery of shares thereunder, the delivery of any or all
shares pursuant to such Stock Incentive may be withheld unless and until such listing,
registration or qualification shall have been effected.  If a registration statement
is not in effect under the Securities Act of 1933 or any applicable state securities laws
with respect to the shares of Stock purchasable or otherwise deliverable under Stock
Incentives then outstanding, the Committee may require, as a condition of exercise of any
Option or as a condition to any other delivery of Stock pursuant to a Stock Incentive,
that the Participant or other recipient of a Stock Incentive represent, in writing, that
the shares received pursuant to the Stock Incentive are being acquired for investment and
not with a view to distribution and agree that the shares will not be disposed of except
pursuant to an effective registration statement, unless the Company shall have received an
opinion of counsel that such disposition is exempt from such requirement under the
Securities Act of 1933 and any applicable state securities laws.  The Company may
include on certificates representing shares delivered pursuant to a Stock Incentive such
legends referring to the foregoing representations or restrictions or any other applicable
restrictions on resale as the Company, in its discretion, shall deem appropriate. 




12 






        5.7    
Non-alienation of Benefits. Other than as specifically provided with regard to the
death of a Participant, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge; and
any attempt to do so shall be void. No such benefit shall, prior to receipt by the
Participant, be in any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the Participant. 



        5.8    
Termination and Amendment of the Plan. The Board of Directors at any time may amend
or terminate the Plan without stockholder approval; provided, however, that the Board of
Directors may condition any amendment on the approval of shareholders of the Company if
such approval is necessary or advisable with respect to tax, securities or other
applicable laws. No such termination or amendment without the consent of the holder of a
Stock Incentive shall adversely affect the rights of the Participant under such Stock
Incentive. 



        5.9    
Stockholder Approval. The Plan shall be submitted to the shareholders of the
Company for their approval within twelve (12) months before or after its adoption by the
Board of Directors. If such approval is not obtained, any Stock Incentive granted under
the Plan shall be void. 



        5.10    
Choice of Law.  The laws of the State of Florida shall govern the Plan, to the
extent not preempted by federal law. 



        5.11    
Effective Date of Plan.  The Plan shall become effective upon the date the
Plan is approved by the Board of Directors. 



13 






        IN
WITNESS WHEREOF, the Company has caused this Plan to be executed this 25th day of
September, 2003. 











	 	GEVITY HR, INC.


	 	By: /s/ Peter C. Grabowski

	 	Chief Financial Officer





	Attest:	 


	/s/ Gregory M.
Nichols
	 
	Secretary	 














    [CORPORATE
SEAL]



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