**Exhibit 10.22**

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**CHANGE IN CONTROL SEVERANCE AGREEMENT**

 

THISAGREEMENT is entered into as of this 12th day of February 2008, by and betweenGevity HR, Inc., a Florida corporation (the “Company”), and Edwin E.Hightower, Jr. (“Executive”).

 

**W I T N ES S E T H**

 

WHEREAS,the Company considers the establishment and maintenance of a sound and vitalmanagement to be essential to protecting and enhancing the best interests ofthe Company and its stockholders; and

 

WHEREAS,the Company recognizes that, as is the case with many publicly heldcorporations, the possibility of a change in control may arise and that suchpossibility may result in the departure or distraction of management personnelto the detriment of the Company and its stockholders; and

 

WHEREAS,the Board (as defined in Section 1) has determined that it is in the bestinterests of the Company and its stockholders to secure Executive’s continuedservices and to ensure Executive’s continued dedication to his duties in theevent of any threat or occurrence of a Change in Control (as defined in Section 1)of the Company; and

 

WHEREAS,the Board has authorized the Company to enter into this Agreement.

 

NOW,THEREFORE, for and in consideration of the premises and the mutual covenantsand agreements herein contained, the Company and Executive hereby agree asfollows:

 

# 1.             Definitions.  As used in this Agreement, the followingterms shall have the respective meanings set forth below:

 

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

 

## (b)           “BonusAmount” means the greater of (i) the average annual incentive bonus earnedby Executive from the Company (or its affiliates) during the last three (3) completedfiscal years of the Company immediately preceding Executive’s Date ofTermination (annualized in the event Executive was not employed by the Company(or its affiliates) for the whole of any such fiscal year), and (ii) theExecutive’s target annual incentive bonus for the year in which the Date ofTermination occurs.

 

## (c)           “Cause”means (i) the willful and continued failure of Executive to performsubstantially his duties with the Company (other than any such failureresulting from Executive’s incapacity due to physical or mental illness or anysuch failure subsequent to Executive being delivered a Notice of Terminationwithout Cause by the Company or delivering a Notice of Termination for GoodReason to the Company) after a written demand for substantial

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## performance isdelivered to Executive by the Board which specifically identifies the manner inwhich the Board believes that Executive has not substantially performedExecutive’s duties, or (ii) the willful engaging by Executive in illegalconduct or gross misconduct which is demonstrably and materially injurious tothe Company or its affiliates.  Forpurpose of this paragraph (c), no act or failure to act by Executive shallbe considered “willful”, unless done or omitted to be done by Executive in badfaith and without reasonable belief that Executive’s action or omission was inthe best interests of the Company or its affiliates.  Any act, or failure to act, based uponauthority given pursuant to a resolution duly adopted by the Board, based uponthe advice of counsel for the Company or upon the instructions of the Company’schief executive officer or another senior officer of the Company shall beconclusively presumed to be done, or omitted to be done, by Executive in goodfaith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered toExecutive a copy of a resolution duly adopted by three-quarters (3/4) of theentire Board (excluding Executive if Executive is a Board member) at a meetingof the Board called and held for such purpose (after reasonable notice toExecutive and an opportunity for Executive, together with counsel, to be heardbefore the Board), finding that in the good faith opinion of the Board an eventset forth in clauses (i) or (ii) has occurred and specifying theparticulars thereof in detail.

 

## (d)           “Changein Control” means the occurrence of any one of the following events:

 

### (i)            individuals who, onthe date hereof, constitute the Board (the “Incumbent Directors”) cease for anyreason to constitute at least a majority of the Board, provided that any personbecoming a director subsequent to the date hereof, whose election or nominationfor election was approved by a vote of at least two-thirds of the IncumbentDirectors then on the Board (either by a specific vote or by approval of theproxy statement of the Company in which such person is named as a nominee fordirector, without written objection to such nomination) shall be an IncumbentDirector; provided, however, that no individual initially elected or nominatedas a director of the Company as a result of an actual or threatened electioncontest with respect to directors or as a result of any other actual orthreatened solicitation of proxies or consents by or on behalf of any personother than the Board shall be deemed to be an Incumbent Director;

 

### (ii)           any “person” (as suchterm is defined in Section 3(a)(9) of the Securities Exchange Act of1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) ofthe Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of securities of the Companyrepresenting 25% or more of the combined voting power of the Company’s thenoutstanding securities eligible to vote for the election of the Board (the “CompanyVoting Securities”); provided, however, that the event described in thisparagraph (ii) shall not be deemed to be a Change in Control byvirtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employeebenefit plan (or related trust) sponsored or maintained by the Company or anySubsidiary, (C) by any underwriter temporarily holding securities pursuantto an offering of such securities, (D) pursuant to a 

 

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### Non-Qualifying Transaction (as defined inparagraph (iii)), or (E) unless otherwise approved by the Board,pursuant to any acquisition by Executive or any group of persons includingExecutive (or any entity controlled by Executive or any group of personsincluding Executive);

 

### (iii)          the consummation of amerger, consolidation, statutory share exchange or similar form of corporatetransaction involving the Company or any of its Subsidiaries that requires theapproval of the Company’s stockholders, whether for such transaction or theissuance of securities in the transaction (a “Business Combination”), unlessimmediately following such Business Combination:  (A) more than 50% of the total votingpower of (x) the corporation resulting from such Business Combination (the“Surviving Corporation”), or (y) if applicable, the ultimate parentcorporation that directly or indirectly has beneficial ownership of 100% of thevoting securities eligible to elect directors of the Surviving Corporation (the“Parent Corporation”), is represented by Company Voting Securities that wereoutstanding immediately prior to such Business Combination (or, if applicable,is represented by shares into which such Company Voting Securities wereconverted pursuant to such Business Combination), and such voting power amongthe holders thereof is in substantially the same proportion as the voting powerof such Company Voting Securities among the holders thereof immediately priorto the Business Combination, (B) no person (other than any employeebenefit plan (or related trust) sponsored or maintained by the SurvivingCorporation or the Parent Corporation), is or becomes the beneficial owner,directly or indirectly, of 25% or more of the total voting power of theoutstanding voting securities eligible to elect directors of the ParentCorporation (or, if there is no Parent Corporation, the Surviving Corporation)and (C) at least a majority of the members of the board of directors ofthe Parent Corporation (or, if there is no Parent Corporation, the SurvivingCorporation) following the consummation of the Business Combination wereIncumbent Directors at the time of the Board’s approval of the execution of theinitial agreement providing for such Business Combination (any BusinessCombination which satisfies all of the criteria specified in (A), (B) and (C) aboveshall be deemed to be a “Non-Qualifying Transaction”); or

 

### (iv)          the stockholders of theCompany approve a plan of complete liquidation or dissolution of the Company ora sale of all or substantially all of the Company’s assets.

 

Notwithstanding the foregoing, a Change in Control ofthe Company shall not be deemed to occur solely because any person acquiresbeneficial ownership of more than 25% of the Company Voting Securities as aresult of the acquisition of Company Voting Securities by the Company which reducesthe number of Company Voting Securities outstanding; provided that, if aftersuch acquisition by the Company such person becomes the beneficial owner ofadditional Company Voting Securities that increases the percentage ofoutstanding Company Voting Securities beneficially owned by such person, aChange in Control of the Company shall then occur.

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## (e)           “Dateof Termination” means (1) the effective date on which Executive’semployment by the Company terminates as specified in a prior written notice bythe Company or Executive, as the case may be, to the other, delivered pursuantto Section 10 or (2) if Executive’s employment by the Companyterminates by reason of death, the date of death of Executive.

 

## (f)            “Disability”means termination of Executive’s employment by the Company due to Executive’sabsence from Executive’s duties with the Company on a full-time basis for atleast one hundred eighty (180) consecutive days as a result of Executive’sincapacity due to physical or mental illness.

 

## (g)           “GoodReason” means, without Executive’s express written consent, the occurrence ofany of the following events after a Change in Control:

 

### (i)            (A) any change inthe duties or responsibilities (including reporting responsibilities) ofExecutive that is inconsistent in any material and adverse respect withExecutive’s position(s), duties, responsibilities or status with the Companyimmediately prior to such Change in Control (including any material and adversediminution of such duties or responsibilities) or (B) a material andadverse change in Executive’s titles or offices (including, if applicable,membership on the Board) with the Company as in effect immediately prior tosuch Change in Control;

 

### (ii)           a reduction by theCompany in Executive’s rate of annual base salary or annual target bonusopportunity (including any material and adverse change in the formula for suchannual bonus target) as in effect immediately prior to such Change in Controlor as the same may be increased from time to time thereafter;

 

### (iii)          any requirement of theCompany that Executive (A) be based anywhere more than fifty (50) milesfrom the office where Executive is located at the time of the Change in Controlor (B) travel on Company business to an extent substantially greater thanthe travel obligations of Executive immediately prior to such Change inControl;

 

### (iv)          the failure of theCompany to (A) continue in effect any employee benefit plan, compensationplan, welfare benefit plan or material fringe benefit plan in which Executiveis participating immediately prior to such Change in Control or the taking ofany action by the Company which would adversely affect Executive’sparticipation in or reduce Executive’s benefits under any such plan, unlessExecutive is permitted to participate in other plans providing Executive withsubstantially equivalent benefits in the aggregate (at substantially equivalentcost with respect to welfare benefit plans), or (B) provide Executive withpaid vacation in accordance with the most favorable vacation policies of theCompany (and its affiliated companies) as in effect for Executive immediatelyprior to such Change in Control, including the crediting of all service forwhich Executive had been credited under such vacation policies prior to theChange in Control;

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### (v)           any purportedtermination of Executive’s employment which is not effectuated pursuant to Section 10(b) (andwhich will not constitute a termination hereunder); or

 

### (vi)          the failure of theCompany to obtain the assumption agreement from any successor as contemplatedin Section 9(b).

 

An isolated, insubstantial and inadvertent actiontaken in good faith and which is remedied by the Company within ten (10) daysafter receipt of notice thereof given by Executive shall not constitute GoodReason.  Executive’s right to terminateemployment for Good Reason shall not be affected by Executive’s incapacitiesdue to mental or physical illness and Executive’s continued employment shallnot constitute consent to, or a waiver of rights with respect to, any event orcondition constituting Good Reason; provided, however, that Executive mustprovide notice of termination of employment within ninety (90) days followingExecutive’s knowledge of an event constituting Good Reason or such event shallnot constitute Good Reason under this Agreement.

 

## (h)           “QualifyingTermination” means a termination of Executive’s employment (i) by theCompany other than for Cause or (ii) by Executive for Good Reason.  Termination of Executive’s employment onaccount of death, Disability or Retirement shall not be treated as a QualifyingTermination.

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## (i)            “Retirement”means Executive’s mandatory retirement (not including any mandatory earlyretirement) in accordance with the Company’s retirement policy generallyapplicable to its salaried employees, as in effect immediately prior to theChange in Control, or in accordance with any retirement arrangement establishedwith respect to Executive with Executive’s written consent.

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## (j)            “Subsidiary”means any corporation or other entity in which the Company has a direct orindirect ownership interest of 50% or more of the total combined voting powerof the then outstanding securities or interests of such corporation or otherentity entitled to vote generally in the election of directors or in which theCompany has the right to receive 50% or more of the distribution of profits or50% of the assets or liquidation or dissolution.

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## (k)           “TerminationPeriod” means the period of time beginning with a Change in Control and endingtwo (2) years following such Change in Control.  Notwithstanding anything in this Agreement tothe contrary, if (i) Executive’s employment is terminated prior to aChange in Control for reasons that would have constituted a QualifyingTermination if they had occurred following a Change in Control; (ii) Executivereasonably demonstrates that such termination (or Good Reason event) was at therequest of a third party who had indicated an intention or taken stepsreasonably calculated to effect a Change in Control; and (iii) a Change inControl involving such third party (or a party competing with such third partyto effectuate a Change in Control) does occur, then for purposes of this Agreement,the date immediately prior to the date of such termination of employment orevent constituting Good Reason shall be treated as a Change in 

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## Control.  For purposes of determining the timing of paymentsand benefits to Executive under Section 4, the date of the actual Changein Control shall be treated as Executive’s Date of Termination under Section 1(e).

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# 2.             Obligation ofExecutive.  In the event of a tenderor exchange offer, proxy contest, or the execution of any agreement which, ifconsummated, would constitute a Change in Control, Executive agrees not tovoluntarily leave the employ of the Company, other than as a result ofDisability or an event which would constitute Good Reason if a Change inControl had occurred, until the Change in Control occurs or, if earlier, suchtender or exchange offer, proxy contest, or agreement is terminated orabandoned.

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# 3.             Term of Agreement.  This Agreement shall be effective on the datehereof and shall continue in effect until the Company shall have given three (3) years’written notice of cancellation; provided that, notwithstanding the delivery ofany such notice, this Agreement shall continue in effect for a period of two (2) yearsafter a Change in Control, if such Change in Control shall have occurred duringthe term of this Agreement. Notwithstanding anything in this Section to the contrary, thisAgreement shall terminate if Executive or the Company terminates Executive’semployment prior to a Change in Control except as provided in Section l(k).

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# 4.             Payments UponTermination of Employment.

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## (a)           QualifyingTermination.  If during theTermination Period the employment of Executive shall terminate pursuant to aQualifying Termination, then the Company shall provide to Executive:

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### (i)            within five (5) daysfollowing the Date of Termination, a lump-sum cash amount equal to the sum of (A) Executive’sbase salary through the Date of Termination and any bonus amounts which havebecome payable, to the extent no theretofore paid or deferred, and (B) anyaccrued vacation pay, to the extent not theretofore paid; plus

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### (ii)           on the first businessday which is six (6) months and one (1) day after Executive separatesfrom service (within the meaning of Section 409A of the Internal RevenueCode (“Code”)), a lump sum cash amount equal to a pro rata portion of Executive’sannual bonus for the fiscal year in which Executive’s Date of Terminationoccurs, which portion shall at least be equal to (A) Executive’s BonusAmount, multiplied by (B) a fraction, the numerator of which is the numberof days in the fiscal year in which the Date of Termination occurs through theDate of Termination and the denominator of which is three hundred sixty-five(365), and reduced by (C) any amounts paid from the Company’s annualincentive plan for the fiscal year in which Executive’s Date of Terminationoccurs; plus

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### (iii)          on the first businessday which is six (6) months and one (1) day after Executive separatesfrom service (within the meaning of Section 409A of the Code, a lump-sumcash amount equal to (A) two (2) times Executive’s highest annualrate of base 

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### salary during the 12-month period immediately prior toExecutive’s Date of Termination, plus (B) two (2) times Executive’sBonus Amount.

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### (iv)          in addition to thepayments set forth in Sections 4 (a)(i), (ii) and (iii) as well as Section 5,any stock incentives (as defined in the stock incentive plans maintained by theCompany) that have been awarded to Executive under the terms of the stockincentive plans maintained by the Company shall fully vest upon the occurrenceof a Change in Control, as such term is defined in Section 1(d) with50% substituted for 25% in Section 1(d)(ii) (whether or not aQualifying Termination has occurred) and all other terms and conditions of anysuch stock incentive award shall remain in effect to the extent notinconsistent with the provisions of this Section 4(a)(iv).

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## (b)           Ifduring the Termination Period the employment of Executive shall terminatepursuant to a Qualifying Termination, the Company shall continue to provide,for a period of two (2) years following Executive’s Date of Termination,Executive (and Executive’s dependents, if applicable) with the same level ofmedical, dental, accident, disability and term life insurance benefits uponsubstantially the same terms and conditions (including contributions requiredby Executive for such benefits) as existed immediately prior to Executive’sDate of Termination (or, if more favorable to Executive, as such benefits andterms and conditions existed immediately prior to the Change in Control);provided that, if Executive cannot continue to participate in the Company plansproviding such benefits, the Company shall otherwise provide such benefits onthe same after-tax basis as if continued participation had been permitted.  Notwithstanding the foregoing, in the eventExecutive becomes reemployed with another employer and becomes eligible toreceive welfare benefits from such employer, the welfare benefits describedherein shall be secondary to such benefits during the period of Executive’seligibility, but only to the extent that the Company reimburses Executive forany increased cost and provides any additional benefits necessary to giveExecutive the benefits provided hereunder. Any medical or dental coverage provided under this Section 4(b) shallbe in addition to any rights Executive has under Part 6 of Title 1 ofERISA.

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## (c)           Ifduring the Termination Period the employment of Executive shall terminate otherthan by reason of a Qualifying Termination, then the Company shall pay toExecutive within thirty (30) days following the Date of Termination, alump-sum cash amount equal to the sum of (1) Executive’s base salarythrough the Date of Termination and any bonus amounts which have becomepayable, to the extent not theretofore paid or deferred, and (2) anyaccrued vacation pay, in each case to the extent not theretofore paid.  The Company may make such additional payments,and provide such additional benefits, to Executive as the Company and Executivemay agree in writing.

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# 5.             Certain AdditionalPayments by the Company.

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## (a)           Anythingin this Agreement to the contrary notwithstanding, in the event it shall bedetermined that any payment, award, benefit or distribution (or anyacceleration of any payment, award, benefit or distribution) by the Company (orany of its affiliated entities) or any 

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## entity whicheffectuates a Change in Control (or any of its affiliated entities) to or forthe benefit of Executive (whether pursuant to the terms of this Agreement orotherwise, but determined without regard to any additional payments requiredunder this Section 5) (the “Payments”) would be subject to the excise taximposed by Section 4999 of the Internal Revenue Code of 1986, as amended(the “Code”), or any interest or penalties are incurred by Executive withrespect to such excise tax (such excise tax, together with any such interestand penalties, are hereinafter collectively referred to as the “Excise Tax”),then the Company shall pay to Executive an additional payment (a “Gross-UpPayment”) in an amount such that after payment by Executive of all taxes(including any Excise Tax) imposed upon the Gross-Up Payment, Executive retainsan amount of the Gross-Up Payment equal to the Excise Tax imposed upon thePayments.

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## (b)           Subjectto the provisions of Section 5(a), all determinations required to be madeunder this Section 5, including whether and when a Gross-Up Payment isrequired, the amount of such Gross-Up Payment and the assumptions to beutilized in arriving at such determinations, shall be made by the publicaccounting firm that is retained by the Company as of the date immediatelyprior to the Change in Control (the “Accounting Firm”) which shall providedetailed supporting calculations both to the Company and Executive withinfifteen (15) business days of the receipt of notice from the Company orthe Executive that there has been a Payment, or such earlier time as isrequested by the Company (collectively, the “Determination”).  In the event that the Accounting Firm isserving as accountant or auditor for the individual, entity or group effectingthe Change in Control, Executive may appoint another nationally recognizedpublic accounting firm to make the determinations required hereunder (whichaccounting firm shall then be referred to as the Accounting Firmhereunder).  All fees and expenses of theAccounting Firm shall be borne solely by the Company and the Company shallenter into any agreement requested by the Accounting Firm in connection withthe performance of the services hereunder. The Gross-up Payment under this Section 5 with respect to anyPayments shall be made no later than thirty (30) days following suchPayment; provided, however, in no event shall such payment be made earlier thansix (6) months and one (1) day after Executive separates from service(within the meaning of Section 409A of the Code).  If the Accounting Firm determines that noExcise Tax is payable by Executive, it shall furnish Executive with a writtenopinion to such effect, and to the effect that failure to report the ExciseTax, if any, on Executive’s applicable federal income tax return will notresult in the imposition of a negligence or similar penalty.  The Determination by the Accounting Firmshall be binding upon the Company and Executive.  As a result of the uncertainty in theapplication of Section 4999 of the Code at the time of the Determination,it is possible that Gross-up Payments which will not have been made by theCompany should have been made (“Underpayment”) or Gross-up Payments are made bythe Company which should not have been made (“Overpayment”), consistent withthe calculations required to be made hereunder. In the event that the Executive thereafter is required to make paymentof any Excise Tax or additional Excise Tax, the Accounting Firm shall determinethe amount of the Underpayment that has occurred and any such Underpayment(together with interest at the rate provided in Section 1274(b)(2)(B) ofthe Code) shall be promptly paid by the Company to or for the benefit ofExecutive.  In the event the amount ofthe Gross-up Payment exceeds the amount necessary to reimburse the Executivefor his Excise Tax, the Accounting Firm shall determine 

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## the amount of theOverpayment that has been made and any such Overpayment (together with interestat the rate provided in Section 1274(b)(2) of the Code) shall bepromptly paid by Executive (to the extent he has received a refund if theapplicable Excise Tax has been paid to the Internal Revenue Service) to or forthe benefit of the Company.  Executive shallcooperate, to the extent his expenses are reimbursed by the Company, with anyreasonable requests by the Company in connection with any contests or disputeswith the Internal Revenue Service in connection with the Excise Tax.

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# 6.             Withholding Taxes.  The Company may withhold from all paymentsdue to Executive (or his beneficiary or estate) hereunder all taxes which, byapplicable federal, state, local or other law, the Company is required towithhold therefrom.

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# 7.             Reimbursement ofExpenses.  If any contest or disputeshall arise under this Agreement involving termination of Executive’semployment with the Company or involving the failure or refusal of the Companyto perform fully in accordance with the terms hereof, the Company shall paydirectly or reimburse Executive, on a current basis, for all reasonable legalfees and expenses, if any, incurred by Executive in connection with suchcontest or dispute (regardless of the result thereof), together with interestin an amount equal to the prime rate of the Chase Manhattan Bank, N.A., fromtime to time in effect, but in no event higher than the maximum legal ratepermissible under applicable law, such interest to accrue from the date theCompany receives Executive’s statement for such fees and expenses through thedate of payment thereof, regardless of whether or not Executive’s claim isupheld by a court of competent jurisdiction/arbitration panel.  Any payments or reimbursement under this Section 7shall be paid on the first business day which is six (6) months and one (1) dayafter Executive has a “separation from service” under Section 409A of theCode.  To the extent fees, expenses orinterest are incurred after such date, the Company shall pay or reimburse suchfees, expenses and interest pursuant to this Section 7 (to the extent notpreviously paid or reimbursed) on the first business day of each monthfollowing such date.  However, nopayments or reimbursements shall be made under this Section 7 after thethird anniversary of the date the last applicable statute of limitations hasrun with respect to the claims which are the subject of the contest or dispute.

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# 8.             Scope ofAgreement.  Nothing in this Agreementshall be deemed to entitle Executive to continued employment with the Companyor its Subsidiaries, and if Executive’s employment with the Company shallterminate prior to a Change in Control, Executive shall have no further rightsunder this Agreement (except as otherwise provided hereunder); provided,however, that any termination of Executive’s employment during the TerminationPeriod shall be subject to all of the provisions of this Agreement.

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# 9.             Successors:  Binding Agreement.

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## (a)           ThisAgreement shall not be terminated by any Business Combination.  In the event of any Business Combination, theprovisions of this Agreement shall be binding upon the Surviving Corporation,and such Surviving Corporation shall be treated as the Company hereunder.

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## (b)           TheCompany will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/orassets of the Company unconditionally to assume expressly and agree to performthis Agreements in the same manner and to the same extent that the Companywould be required to perform if no such succession had taken place.  As used in this Agreement, “Company” meansthe Company has hereinbefore defined, and any successor to its business and/orassets as aforesaid which assumes and agrees to perform this Agreement byoperation of law, or otherwise.  Failureof the Company to obtain such assumption prior to the effectiveness of any suchsuccession that constitutes a Change in Control, shall be a breach of thisAgreement and shall constitute Good Reason hereunder and shall entitleExecutive to compensation and other benefits from the Company in the sameamount and on the same terms as Executive would be entitled hereunder ifExecutive’s employment were terminated following a Change in Control by reasonof a Qualifying Termination.  Forpurposes of implementing the foregoing, the date on which any such BusinessCombination becomes effective shall be deemed the date Good Reason occurs, andshall be the Date of Termination if requested by Executive.

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## (c)           ThisAgreement is personal to the Executive and without the express prior writtenconsent of the Company shall not be assignable by the Executive otherwise thanby will or the laws of descent and distribution, and any such purportedassignment shall be void.  This Agreementshall inure to the benefit of and be enforceable by Executive’s personal orlegal representatives, executors, administrators, successors, heirs,distributees, devisees and legatees.  IfExecutive shall die while any amounts would be payable to Executive hereunder hadExecutive continued to live, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Agreement to suchperson or persons appointed in writing by Executive to receive such amounts or,if no person is so appointed, to Executive’s estate.

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# 10.           Notice.

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## (a)             For purposes of this Agreement, all noticesand other communications required or permitted hereunder shall be in writingand shall be deemed to have been duly given when delivered or five (5) daysafter deposit in the United States mail, certified and return receiptrequested, postage prepaid, addressed as follows:

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|   | (b)                          | If to the  Executive: |
|--------|------------------------------|-----------------------|
|   |                         |
|   | Edwin E. Hightower, Jr. |
|   | 2931 Dartmouth Ave. N.       |
|   | St. Petersburg, FL 33713     |
|   |                         |
|   | If to the Company:           |
|   | Gevity HR, Inc.         |
|   | 9000 Town Center  Parkway    |
|   | Bradenton, FL  34202         |
|   | Attn: General  Counsel       |

 

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herewith, except thatnotices of change of address shall be effective only upon receipt.

 

## (c)           Awritten notice of Executive’s Date of Termination by the Company or Executive,as the case may be, to the other, shall (i) indicate the specifictermination provision in this Agreement relied upon, (ii) to the extentapplicable, set forth in reasonable detail the facts and circumstances claimedto provide a basis for termination of Executive’s employment under theprovision so indicated and (iii) specify the termination date (which dateshall be not less than fifteen (15) (thirty (30), if termination is by theCompany for Disability) nor more than sixty (60) days after the giving ofsuch notice).  The failure by Executiveor the Company to set forth in such notice any fact or circumstance whichcontributes to a showing of Good Reason or Cause shall not waive any right ofExecutive or the Company hereunder or preclude Executive or the Company fromasserting such fact or circumstance in enforcing Executive’s or the Company’srights hereunder.

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# 11.           Full Settlement;Resolution of Disputes.  The Company’sobligation to make any payments provided for in this Agreement and otherwise toperform its obligations hereunder shall be in lieu and in full settlement ofall other severance payments to Executive under any other severance oremployment agreement between Executive and the Company, and any severance planof the Company.  The Company’sobligations hereunder shall not be affected by any set-off, counterclaim,recoupment, defense or other claim, right or action which the Company may haveagainst Executive or others.  In no eventshall Executive be obligated to seek other employment or take other action byway of mitigation of the amounts payable to Executive under any of theprovisions of this Agreement and, except as provided in Section 4(b), suchamounts shall not be reduced whether or not Executive obtains other employment.

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# 12.           Employment withSubsidiaries.  Employment with theCompany for purposes of this Agreement shall include employment with anySubsidiary.

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# 13.           Survival.  The respective obligations and benefitsafforded to the Company and Executive as provided in Sections 4 (to theextent that payments or benefits are owed as a result of a termination ofemployment that occurs during the term of this Agreement), 5 (to the extentthat Payments are made to Executive as a result of a Change in Control thatoccurs during the term of this Agreement), 6, 7, 9(c) and 11 shallsurvive the termination of this Agreement.

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# 14.           GOVERNING LAW.  THE INTERPRETATION, CONSTRUCTION ANDPERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCEDIN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TOTHE PRINCIPLE OF CONFLICTS OF LAWS.

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# 15.           Severability.  The invalidity, illegality orunenforceability of any provision of this Agreement shall not affect thevalidity, legality or enforceability of any other provision of this Agreement,which other provisions shall remain in full force and effect.  If the effect of a final 

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# and unappealable holding or finding that any suchprovision is either invalid, illegal or unenforceable is to modify to theExecutive’s detriment, reduce or eliminate any compensation, reimbursement,payment, allowance or other benefit to the Executive intended by the Companyand Executive in entering into this Agreement, the Company shall promptlynegotiate and enter into an agreement with the Executive containing alternativeprovisions (reasonably acceptable to the Executive) that will restore to theExecutive (to the extent legally permissible) substantially the same economic,substantive and income tax benefits the Executive would have enjoyed had anysuch provision of this Agreement been upheld as valid, legal and enforceable.

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# 16.           Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed to be an original and all of whichtogether shall constitute one and the same instrument.

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# 17.           Miscellaneous.

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## (a)           Noprovision of this Agreement may be modified or waived unless such modificationor waiver is agreed to in writing and signed by Executive and by a dulyauthorized officer of the Company.  Nowaiver by either party hereto at any time of any breach by the other partyhereto of, or compliance with, any condition or provision of this Agreement tobe performed by such other party shall be deemed a waiver of similar ordissimilar provisions or conditions at the same or at any prior or subsequenttime.

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## (b)           Failureby Executive or the Company to insist upon strict compliance with any provisionof this Agreement or to assert any right Executive or the Company may havehereunder, including without limitation, the right of Executive to terminateemployment for Good Reason, shall not be deemed to be a waiver of suchprovision or right or any other provision or right of this Agreement.

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## (c)           Exceptas otherwise specifically provided herein, the rights of, and benefits payableto, Executive, his estate or his beneficiaries pursuant to this Agreement arein addition to any rights of, or benefits payable to, Executive, his estate orhis beneficiaries under any other employee benefit plan or compensation programof the Company.

##  

## (d)           Ifany amounts which are required or determined to be paid or payable orreimbursed or reimbursable to the Executive under this Agreement (or, followinga Change in Control, under any other plan, agreement, policy or arrangementwith the Company) are not so paid promptly at the times provided hereon ortherein, such amounts shall accrue interest at an annual percentage rate of tenpercent (10%) from the date such amounts were required or determined to havebeen paid or payable or reimbursed or reimbursable to the Executive until suchamounts and any interest accrued thereon are finally and fully paid; provided,however, that in no event shall the amount of interest contracted for, chargedor received hereunder exceed the maximum non-usurious amount of interestallowed by applicable law.

##  

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## (e)           TheExecutive acknowledges receipt of a copy of this Agreement (together with anyattachments hereto), which has been executed in duplicate and agrees that, withrespect to the subject matter hereof, this is the entire agreement with theCompany. Any other oral or any written representations, understandings oragreements with the Company or any of its officers or representatives coveringthe same subject matter which are in conflict with this Agreement hereby aremerged into and superseded by the provisions of this Agreement.  Notwithstanding anything to the contrary inthis Agreement, any payments made or benefits provided under this Agreementshall be an offset to the payments and/or benefits otherwise payable under anyother agreement between Executive and the Company.

##  

## (f)            Tothe extent this Agreement is subject to Section 409A of the Code,Executive and the Company intend all payments under this Agreement to complywith the requirements of such section, and this Agreement shall, to the extentpractical, be operated and administered to effectuate such intent.  To the extent necessary to avoid adverse taxconsequences under Section 409A of the Code, the timing of any paymentunder this Agreement shall be delayed by six months and one day in a mannerconsistent with § 409A(a)(2)(B)(i) of the Code.

 

(g)           If the Company engagesin a sale of substantially all its assets and Executive is offered comparableemployment with the buyer of such assets, the Company and the buyer shallspecify in writing at the time of the sale whether Executive has a terminationof employment in connection with the sale; provided, however, (i) thebuyer must accept assignment of this Agreement in order for the Company toagree that no termination of employment has occurred, (ii) if the buyerand the Company fail to specify whether a termination of employment hasoccurred, Executive shall be treated as having terminated employment and (iii) anydetermination of whether a termination of employment has occurred shall be madein accordance with Treas. Reg. 1.409A-1(h)(4).

 

IN WITNESS WHEREOF, the Company has caused this Agreement to beexecuted by a duly authorized officer of the Company and Executive has executedthis Agreement as of the day and year first above written.

 

 
|   | GEVITY HR, Inc.             |
|--------|----------------------------------|
|   |                             |
|   | /s/ Garry J. Welsh               |
|   | Name:                            | Garry J. Welsh |
|   | Title:                           | Chief Financial Officer |
|   |                             |
|   | /s/Edwin E.  Hightower, Jr. |
|   | Executive                        |

 

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