**EXHIBIT 10.36****INDEMNIFICATION AGREEMENT**     THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of this                      day of                    , 2006, between GEVITY HR, INC., a Florida corporation (the “Company”), and                                        , an individual resident of the State of                      (“Indemnitee”).     WHEREAS, the Third Articles of Amendment and Restatement of the Articles of Incorporation ofthe Company (the “Articles”) and Section 607.0850(7) (Indemnification of Officers, Directors,Employees and Agents) of the Florida Business Corporation Act, as amended (the “FBCA”), by theirnonexclusive nature, permit the Company to enter into contracts between the Company and thedirectors and officers of the Company with respect to indemnification and reimbursement of relatedexpenses of such directors and officers;     WHEREAS, this Agreement is a supplement to the provisions of the FBCA and the Articles and anyresolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminishor abrogate any rights of Indemnitee thereunder;     WHEREAS, Indemnitee performs a valuable service for the Company, the Company desires toprovide Indemnitee with specific contractual assurance of his or her rights to full indemnificationagainst litigation risks and expenses associated with their service as a director or officer of theCompany and in other related capacities regardless of, among other things, any amendment to orrevocation of the Articles, the Third Amended and Restated Bylaws of the Company (the “Bylaws”) orany change in the ownership of the Company or in the composition of the Board, the Company desiresto enter into this Agreement with Indemnitee; and     WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings setforth in Section 14;     NOW, THEREFORE, in consideration of Indemnitee’s service, or continued service, as a directoror officer of the Company after the date hereof, the parties hereto agree as follows:     1. Right to Indemnification.     (a) Indemnification in Proceedings Other Than Those By or in the Right of the Company.Subject to this Section and Section 2, the Company shall indemnify and hold harmless Indemniteefrom and against any and all Liabilities in any Proceeding to which Indemnitee was or is a party oris threatened to be made a party or was or is a witness or participates or may participate in byreason of Indemnitee’s Corporate Status or by reason of action taken or not taken by Indemnitee inany such capacity or capacities, providedthat, Indemnitee acted in good faith andin a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of theCompany or, with respect to any criminal action or proceeding, had no reasonable cause to believethat Indemnitee’s conduct was unlawful.
 

 
     (b) Indemnification in Proceedings By or in the Right of the Company. Subject to thisSection and Section 2, the Company shall indemnify and hold harmless Indemnitee from and againstany and all Liabilities in any Proceeding by or in the right of the Company to procure a judgmentin its favor, whether civil, criminal, administrative or investigative, and to which Indemnitee wasor is a party or is threatened to be made a party or was or is a witness or participant or mayparticipate in by reason of the fact of Indemnitee’s Corporate Status or by reason of any actiontaken or not taken by Indemnitee in any such capacity or capacities,providedthat, (i) Indemniteeacted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, thebest interests of the Company, (ii) indemnification for amounts paid in settlement shall not exceedthe estimated expense of litigating the Proceeding to conclusion and (iii) no indemnification shallbe made under this Section in respect of any claim, issue or matter as to which Indemnitee shallhave been adjudged to be liable unless, and only to the extent that, the court in which suchProceeding was brought (or any other court of competent jurisdiction), shall determine uponapplication that, despite the adjudication of any such liability but in view of all of thecircumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for suchexpenses which such court shall deem proper.     (c) Bases for Determining Indemnitee Not Entitled to Indemnification. Notwithstandingthe foregoing, Indemitee shall not be entitled to indemnification pursuant to this Agreement:     (1) if (i) a judgment or other final adjudication in a Proceeding (as to which allrights of appeal therefrom have been exhausted or lapsed) establishes that Indemnitee’sactions, or omissions to act, were material to the cause of action in such Proceeding andconstitutes or constituted (a) a violation of criminal law, unless Indemnitee had reasonablecause to believe his conduct was lawful or no reason to believe it was unlawful, (b) atransaction from which Indemnitee derived an improper personal benefit, (c) a circumstanceunder which the liability provisions of Section 607.0834 of the FBCA are applicable (in thecase of a director only), or (d) willful misconduct or conscious disregard of the Company’sbest interest in a proceeding by or in the right of the Company or a shareholder of theCompany or (ii) such indemnification or advancement of expenses is prohibited by law; and     (2) in connection with a Proceeding initiated by Indemnitee (other than in a CorporateStatus capacity) against the Company or any director or officer of the Company unless theCompany has joined in or consented in writing to the initiation of such action.     (d) Non-exclusive Criteria for Determining Good Faith. Indemnitee shall be deemed tohave acted in good faith if such person acted in reliance (i) on information, opinions, reports orstatements, including financial statements and other financial data, prepared or presented by oneor more officers or employees of the Company whom Indemnitee reasonably believed to be reliable andcompetent in the matters presented, legal counsel, public accountants or other person as to mattersIndemnitee reasonably believed are within the persons’ professional or expert competence or acommittee of the Board of which he or she is not a member if Indemnitee reasonably believes thecommittee merits confidence, (ii) otherwise, on the advice of legal counsel, independent certifiedpublic accountant or by an appraiser or other expert of the
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Company or (iii) a committee of the Board on which Indemnitee does not serve if Indemniteereasonably believes such committee merits confidence. A person who acted in a manner he reasonablybelieved to be in the best interests of the participants and beneficiaries of an employee benefitplan shall be deemed to have acted in good faith. The knowledge or actions, or failure to act, ofany director, officer, agent or employee of the Company shall not be imputed to Indemnitee forpurposes of determining the right to indemnification under this Agreement. The termination of anyProceeding by judgment, order, settlement, or conviction, or upon a plea of *nolo contendere*or itsequivalent does not, of itself, create a presumption that Indemnitee did not act in good faith andin a manner which he or she reasonably believed to be in, or not opposed to, the best interests ofthe Company, or, with respect to a criminal Proceeding, that Indemnitee had reasonable cause tobelieve his or her conduct was unlawful. To avoid ambiguity, this paragraph contains anon-exclusive list of criteria regarding whether Indemnitee acted in good faith; the persondetermining Indemnitee rights under this Agreement may find other facts and circumstances uponwhich to conclude that Indemnitee acted in good faith, including by reference to Section 607.0830(General Standards of Directors) of the FBCA.     (e) Right to Partial Indemnification. If Indemnitee is entitled under any provisionof this Agreement to indemnification by the Company for some or a portion of any Liabilities, butnot for the total amount thereof, the Company shall indemnify Indemnitee for the portion thereof towhich Indemnitee is entitled.     (f) No Implied Rights, etc. Indemnitee may, at any time and for any reason, resignfrom any position he or she currently holds with the Company (subject to any other contractualobligation or any obligation imposed by operation of law), in which event the Company shall have noobligation under this Agreement to continue to employ Indemnitee in any such position or haveIndemnitee serve as a director, as the case may be, and this Agreement shall no longer apply forthe benefit of Indemnitee with respect to any future Proceeding unless it relates to Indemnitee’sservice to the Company in his or her Corporate Status as contemplated by Section 13. ThisAgreement shall not be deemed an employment contract between Indemnitee and the Company.     2. Procedures for Determination of Entitlement to Indemnification.     (a) Indemnitee Submission; Notice. In order to be indemnified under this Agreement,Indemnitee shall submit to the Company a written request therefor in form reasonably satisfactoryto the Company, including therein or therewith such documentation and information as is reasonablyavailable to Indemnitee and is reasonably necessary, in the Company’s opinion, to determine whetherand to what extent Indemnitee is entitled to indemnification under this Agreement. In addition,Indemnitee agrees promptly to notify the Company in writing upon being served with any summons,citation, subpoena, complaint, indictment, information or other document relating to any Proceedingor matter which may be subject to indemnification covered hereunder; provided that, thefailure to so notify the Company shall not relieve the Company of any obligation which it may haveto Indemnitee under this Agreement or otherwise unless and only to the extent that such failure ordelay materially prejudices the Company.
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     (b) Notice to Board of Directors. The General Counsel of the Company (or in theabsence of the General Counsel, the Corporate Secretary of the Company) shall, promptly uponreceipt of such a request for indemnification, advise the Board of Directors of the Company (the“Board”) in writing that Indemnitee has requested indemnification.     (c) Basis for Determination of Entitlement to Indemnification. The determination ofIndemnitee’s entitlement to indemnification under Sections 1 and 2, unless pursuant to adetermination by a court, shall be made by the Company only as authorized in the specific case upona determination that indemnification of Indemnitee is proper in the circumstances because he or shehas met the applicable standards of conduct set forth in Section 1.     (d) Persons Making Determination. Such determination as to whether Indemnitee isentitled to indemnification under this Agreement shall be made by the following person(s):     (1) If a Change of Control has not occurred:     (A) by the Board by a majority vote of a quorum of Disinterested Directors;     (B) if such a quorum is not obtainable or, even if obtainable, by majority voteof a committee duly designated by the Board (in which all directors may participate)consisting solely of two or more directors not at the time parties to theProceeding;     (C) by Independent Counsel selected in the manner prescribed in subsection2(d)(3); or     (D) by the shareholders of the Company by a majority vote of a quorumconsisting of shareholders were not parties to the Proceeding or, if not such quorumis obtainable, by a majority vote of shareholders who were not parties to suchProceeding.     (2) If a Change of Control has occurred, by Independent Counsel in a written opinion tothe Company and Indemnitee.     (3) For purposes of this subsection 2(c), an Independent Counsel shall be (A) nominatedby Indemnitee and selected by the Board as prescribed in clause (1)(A) above or (B) by thecommittee as prescribed in clause (1)(B) above or (C), if a quorum of the directors cannotbe obtained for clause (1)(A) and the committee cannot be designated under clause (1)(B),selected by majority vote of the full Board (in which directors who are parties to theProceeding may participate), or (D) by the shareholders by a majority vote of a quorumconsisting of shareholders who were not parties to such Proceeding, or if no such quorum isobtainable, by a majority vote of shareholders who were not parties to such proceeding;provided, however, if Indemnitee fails to nominate Independent Counselwithin 10 business days following written request by the Company to do so, the Board mayselect Independent Counsel without a nomination by Indemnitee.
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     To be eligible for nomination, the “Independent Counsel” must be a law firm, or amember of a law firm, that is experienced in matters of corporation law and that neitherpresently is, nor in the past five years has been, retained to represent any of thefollowing: (i) the Company or Indemnitee in any matter material to either such party or anyaffiliates (as such term is defined in Rule 405 under the Securities Act of 1933, asamended) of the Company (whether or not they were affiliates when services were soperformed), or (ii) any other party to the Proceeding giving rise to a claim forindemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”shall not include any person who, under the applicable standards of professional conductthen prevailing, would have a conflict of interest in representing either the Company orIndemnitee in an action to determine Indemnitee’s rights under this Agreement.     (e) Consequences of Delay. If the person(s) empowered or selected under Section 2(c)to determine whether Indemnitee is entitled to indemnification shall not have made a determinationwithin 30 days after receipt by the Company of the request therefor, Indemnitee shall be entitledto such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omissionof a material fact necessary to make Indemnitee’s statement not materially misleading in connectionwith the request for indemnification, or (ii) a prohibition of such indemnification underapplicable law; provided, however, that such 30 day period may be extended for upto an additional 30 days, if the person(s), making the determination in good faith requests suchadditional time for the obtaining or evaluating documentation and/or information relating thereto;and provided, further, that the foregoing provisions shall not apply if thedetermination is to be made by the shareholders pursuant to Section 2(d)(1)(D) of this Agreement.     (f) Indemnitee Cooperation; Indemnitee Access. Indemnitee shall cooperate with theperson, persons or entity making such to determination with respect to Indemnitee’s entitlement toindemnification, including providing to such person, persons or entity, upon reasonable requestmade in advance, any documentation or information which is not privileged or otherwise protectedfrom disclosure and which is reasonably available to Indemnitee and reasonably necessary to makesuch determination. The Company shall afford to Indemnitee and Indemnitee’s representatives ampleopportunity to present evidence of the facts upon which Indemnitee relies for indemnification,reimbursement or advancement together with other information relating to any requesteddetermination.     (g) Interpretation in Case of FBCA Amendment. In the event the procedures fordetermination of entitlement to indemnification as currently set forth in the FBCA are amended tocreate any material inconsistency between such procedures in the FBCA and the procedures set forthherein, the procedures set forth herein shall also be deemed to be amended in the same manner tothe extent necessary to remove the inconsistency without any further action on the part of theCompany or Indemnitee. To the extent that a change in the FBCA permits greater indemnification oradvancement of Expenses than would be afforded currently under the FBCA, this Agreement shall alsobe deemed to be amended in the same manner to the extent necessary to afford Indemnitee the greaterbenefits of such change without any further action on the part of the Company or Indemnitee.
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     (h) Presumption in Favor of Indemnification. In making a determination of entitlementto indemnification under this Agreement, as a matter of intent and to assist in any interpretationof the meaning of this Agreement, it shall be presumed that indemnification is permissible unlessclearly precluded by this Agreement or the applicable provisions of the FBCA, and the Companyshall, to the fullest extent permitted by applicable law, have the burden to overcome thatpresumption.     3. Right to Advancement of Expenses.      (a) General Right to Advancement of Expenses; Company Right to Reimbursement. TheCompany shall pay, in cash, Expenses incurred by Indemnitee in investigating, defending, settlingor appealing, or being or preparing to be a witness in, any Proceeding in advance of the finaldisposition of such Proceeding, without the need for any action or decision by the Board, within 5business days after Indemnitee has complied with Section 4. If, and to the extent that the Companydetermines pursuant to Sections 1 and 2 that Indemnitee would not be permitted to be indemnifiedunder the FBCA or other applicable law, the Company shall be reimbursed, within 30 days afternotice by the Company of such determination, by Indemnitee for all such amounts previously paid;provided, however, that if Indemnitee has commenced or thereafter commences legalproceedings in a court of competent jurisdiction to secure a determination that Indemnitee shouldbe indemnified under this Agreement, the FBCA or other applicable law, as contemplated by Section5, any determination made by the Company pursuant to Section 2 that Indemnitee may not beindemnified under this Agreement shall not be binding and Indemnitee shall not be required toreimburse the Company for any advance of Expenses until a final judicial determination is made withrespect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).     (b) Right to Advancement of Expenses in Successful and Partially SuccessfulProceedings. Notwithstanding any other provision of this Agreement, to the extent thatIndemnitee is, by reason of his Corporate Status, a party to and is successful on the merits orotherwise in any Proceeding, he or she shall be reimbursed for Expenses incurred by him or her inconnection with the Proceeding, without any action, decision or determination in accordance withSection 5 and without having to meet any applicable standard of conduct contemplated by thisAgreement. If Indemnitee is not wholly successful in such Proceeding but is successful on themerits or otherwise as to one or more but less than all claims, issues or matters in suchProceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonablyincurred by him or on his behalf in connection with each successfully resolved claim, issue ormatter. For purposes of this Section, the term “successful on the merits or otherwise” shallinclude, but not be limited to, (i) any termination, withdrawal, or dismissal (with or withoutprejudice) of any proceeding against Indemnitee or (ii) the expiration of 120 days after the makingof any claim or threat of a Proceeding without the institution of the same and without any promiseor payment made to induce a settlement.     (c) Right to Advancement of Expenses in Connection with Requests for Indemnification.Any Expenses incurred by Indemnitee in connection with Indemnitee’s request for indemnificationunder Section 4 and advancement of Expenses or enforcement of rights under Sections 4 and 5 shallbe borne by the Company regardless of the outcome of the determination of Indemnitee’s entitlementto indemnification and advancement of Expenses.
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     (d) Right to Advancement of Expenses in Connection with Enforcement. In the eventthat Indemnitee, pursuant to Section 5, seeks an interpretation or judicial adjudication of hisrights under, or to recover damages for breach of this Agreement, or to recover under anydirectors’ and officers’ liability insurance policies maintained by the Company, the Company shallpay on his behalf, in advance, any and all Expenses with respect to such adjudication, regardlessof whether Indemnitee ultimately is determined to be entitled to such indemnification, advancementof Expenses or insurance recovery.     (e) Right to Advancement of Expenses as a Witness. Notwithstanding the otherprovisions of this Agreement, to the extent that Indemnitee has served on behalf of the Company asa witness or other participant in any Proceeding, Indemnitee shall be indemnified against allExpenses in connection therewith regardless of whether or not Indemnitee has met the applicablestandards of Section 1 and without any determination pursuant to Section 2.     4. Procedures for Advancement of Expenses. In order to seek the advancement ofExpenses under this Agreement, Indemnitee shall submit to the Company a written request in formreasonably satisfactory to the Company, including therein or therewith such documentation andinformation regarding such Expenses as is reasonably available to Indemnitee and is reasonablynecessary, in the Company’s opinion, to determine whether and to what extent Indemnitee is entitledto such advancement, including (a) a written affirmation of such person’s belief that he or she hasacted in good faith and in a manner reasonably believed to be in, or not opposed to, the bestinterests of the Company, or, with respect to a criminal Proceeding, had no reasonable cause tobelieve his or her conduct was unlawful or that the Proceeding involves conduct for which liabilityhas been eliminated under a provision of the Articles as authorized by Section 607.0831 of the FBCA(Liability of Directors), and (b) a written undertaking to repay any advances if it is ultimatelydetermined that he is not entitled to indemnification under this Agreement or under the FBCA, whichundertaking must be an unlimited general obligation of Indemnitee but need not be secured and maybe accepted without reference to the financial ability of Indemnitee to make repayment.     5. Enforcement Rights of Indemnitee.     (a) Right to Seek Adjudication. If (i) a determination is made pursuant to Section 2of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) theCompany fails to advance Expenses or advancement Expenses is not timely made pursuant to Sections 4and 5 of this Agreement or (iii) payment of indemnification is not made within 15 business daysafter a determination has been made that Indemnitee is entitled to indemnification or suchdetermination is made or is deemed to have been made pursuant to Section 2 of this Agreement,Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Florida, orin any other court of competent jurisdiction, of his or her entitlement to such indemnification oradvancement of Expenses under Section 607.0850(9) of the FBCA. Alternatively, Indemnitee, at hisor her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant tothe Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commencesuch action seeking an adjudication or an arbitration award within 270 days following the date onwhich Indemnitee first has the right to commence such action pursuant to this Section. The Companyshall not oppose Indemnitee’s right to seek any such adjudication or arbitration.
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     (b) Specific Performance. The parties recognize that if any provision of thisAgreement is violated by the Company, Indemnitee may be without an adequate remedy at law.Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee soelects, to institute proceedings, either in law or at equity, to obtain damages, to enforcespecific performance, to enjoin such violation, or to obtain any relief or any combination of theforegoing as Indemnitee may elect to pursue.     (c) Company to be Bound by Adjudication. If a determination shall have been madepursuant to Section 2 that Indemnitee is entitled to indemnification, the Company shall be bound bysuch determination in any judicial proceeding commenced pursuant to this Section, absent aprohibition of such indemnification under Sections 607.0850(1), 607.0850(2) or 607.0850(7) of theFBCA (Indemnification of Officers, Directors, Employees and Agents) or other applicable law. Inaddition, the Company shall be precluded from asserting in any judicial proceeding commencedpursuant to this Section 5 that the procedures and presumptions set forth in this Agreement are notvalid, binding and enforceable and shall stipulate in any such court that the Company is bound byall the provisions of this Agreement.     6. Non-Exclusivity. The rights of indemnification and advancement of Expenses providedby this Agreement are not exclusive, and not in lieu of, any other rights to which Indemnitee mayat any time be entitled under the FBCA, other applicable law, the Articles, or any agreement, anyvote of shareholders or a resolution of directors or otherwise. Except as required by the FBCA orother applicable law, the Company shall not adopt any amendment to its Articles or Bylaws, theeffect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification oradvancement of Expenses under this Agreement. No right or remedy herein conferred is intended tobe exclusive of any other right or remedy, and every other right and remedy shall be cumulative andin addition to every other right and remedy given hereunder or now or hereafter existing at law orin equity or otherwise. The assertion or employment of any right or remedy hereunder, orotherwise, shall not prevent the concurrent assertion or employment of any other right orremedy.     7. Director and Officer Liability Insurance. The Company shall maintain directors’and officers’ liability insurance for so long as Indemnitee’s services are covered hereunder, tothe extent that such insurance is available on a commercially reasonable basis. In the event theCompany maintains directors’ and officers’ liability insurance, Indemnitee shall be named as aninsured in such manner as to provide Indemnitee the same rights and benefits as are accorded to themost favorably insured of the Company’s officers or directors. The Company agrees that theprovisions hereof shall remain in effect regardless of whether liability or other insurancecoverage is at any time obtained or retained by the Company, except that any payments made to, oron behalf of, Indemnitee under an insurance policy shall reduce the obligations of the Companyhereunder.     8. Subrogation; Duplication of Payment. In the event of any payment under thisAgreement, the Company shall be subrogated to the extent of such payment to all of the rights ofrecovery of Indemnitee. Following receipt of indemnification payments hereunder, as furtherassurance, Indemnitee shall execute all papers required and take all action reasonably necessary tosecure such rights, including execution of such documents as are reasonably necessary to enable theCompany to bring suit to enforce such rights. The Company shall not be liable under
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this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to theextent that Indemnitee has otherwise actually received such payment under any insurance policy,contract, agreement or otherwise.     9. Defense of Claims. The Company shall be entitled to participate in the defense ofany Proceeding to which Indemnitee is a party by reason of his or her Corporate Status or to assumethe defense thereof, with counsel reasonably satisfactory to Indemnitee, provided, however, ifIndemnitee concludes that (a) the use of counsel chosen by the Company to represent Indemniteewould likely present such counsel with an actual or potential conflict, (b) the named parties inthe Proceeding include both Indemnitee and the Company and Indemnitee concludes that there may beone or more legal defenses available to him or her that are different from or in addition to thoseavailable to the Company or (c) any such representation by counsel would be precluded under theapplicable standards of conduct then prevailing, then Indemnitee shall be entitled to retainseparate counsel (but not more than one law firm plus, if applicable, local counsel) at theCompany’s expense. The Company shall not be liable to Indemnitee under this Agreement for anyamounts paid in settlement of any Proceeding effected without the Company’s prior written consent.The Company shall not, without the prior written consent of Indemnitee, effect any settlement ofany Proceeding to which Indemnitee is a party unless such settlement solely involves the payment ofmoney and includes a complete and unconditional release of Indemnitee from all liability on anyclaims that are the subject matter of the Proceeding. Neither the Company nor Indemnitee shallunreasonably withhold its consent to any proposed settlement; provided, however, that Indemniteemay withhold consent to any settlement that does not provide a complete and unconditional releaseof Indemnitee.     10. Spousal Indemnification. The Company will indemnify Indemnitee’s spouse to whomIndemnitee is legally married at any time Indemnitee is covered under this Agreement (even ifIndemnitee did not remain married to such person during the entire period of coverage) against anyProceeding for the same period, to the same extent and subject to the same standards, limitations,obligations and conditions under which Indemnitee is provided indemnification herein, ifIndemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of suchPerson’s status as Indemnitee’s spouse, including, without limitation, any Proceeding that seeksdamages recoverable from marital community property, jointly-owned property or property purportedto have been transferred from Indemnitee to his/her spouse (or former spouse). Indemnitee’s spouseor former spouse also may be entitled to advancement of Expenses to the same extent that Indemniteeis entitled to advancement of Expenses herein. The Company may maintain insurance to cover itsobligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets ina trust or escrow fund for that purpose.     11. Contribution. Subject to applicable law, if the indemnification provided for inthis Agreement is unavailable to Indemnitee for any reason, the Company, in lieu of indemnifyingIndemnitee, shall contribute to the amount of Expenses, judgments, penalties, fines and amountspaid in settlement actually and reasonably incurred by Indemnitee in connection with anyProceeding, in such proportion as is deemed fair and reasonable in light of all of thecircumstances to reflect the relative benefits received by the Company and all officers, directorsor employees of the Company, other than Indemnitee, who are or may be jointly liable withIndemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on theother hand, from the transaction or event(s) from which such action, suit or proceeding arose;
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provided, however, that the proportion determined on the basis of relativebenefit may, to the extent necessary to conform to law, be further adjusted by reference to therelative fault of the Company and all officer, directors or employees of the Company other thanIndemnitee who are or may be are jointly liable with Indemnitee (or would be joined in suchProceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events thatresulted in such expenses, judgments, fines or settlement amounts, as well as any other equitableconsiderations which the law may require to be considered. The relative fault of the Company andall officers, directors or employees of the Company, other than Indemnitee, who are jointly liablewith Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on theother hand, shall by determined by reference to, among other thing, the degree to which theiractions were motivated by intent to gain personal profit or advantage, the degree to which theirliability is primary or secondary and the degree to which their conduct is active or passive. Inaddition, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claimsof contribution which may be brought by officers, directors or employees of the Company, other thanIndemnitee, who may be jointly liable with Indemnitee.     12. Nondisclosure of Payments. Except as required by law, neither party shalldisclose any payments under this Agreement unless prior approval of the other party is obtained.Any payments to Indemnitee that must be disclosed shall, unless otherwise required by law, bedescribed only in Company proxy or information statements relating to special and/or annualmeetings of the Company’s shareholders, and the Company shall afford Indemnitee the reasonableopportunity to review all such disclosures and, if requested, to explain in such statement anymitigating circumstances regarding the events reported.     13. Retroactive Effect; Duration of Agreement. This Agreement, including theobligations of the Company to indemnify Indemnitee, shall be deemed to have become effective uponthe date that Indemnitee first became a director or officer of the Company and shall surviveregardless of the termination of Indemnitee’s Corporate Status; provided, however,that this Agreement shall only be in effect for the benefit of Indemnitee in his or her role asdefined under “Corporate Status.”     14. Definitions. For purposes of this Agreement:     (a) “Change of Control” means (1) an acquisition by a person of beneficial ownership of 20% ormore of the combined voting power of the Company’s then outstanding voting securities, providedthat any such securities acquired directly from the Company shall be excluded from thedetermination of such person’s beneficial ownership (but shall be included in calculating totaloutstanding securities); (2) during any period of two consecutive years, individuals who at thebeginning of such period constitute the Board and any new director whose election by the Board ornomination for election by the Company’s stockholders was approved by a vote of at least two-thirds(2/3) of the directors then still in office who either were directors at the beginning of theperiod or who election or nomination for election was previously so approved, cease for any reasonto constitute a majority thereof; (3) approval by the shareholders of the Company of (i) a mergeror consolidation involving the Company if the shareholders of the Company, immediately before suchmerger or consolidation, do not own, immediately following such merger or consolidation, more than75% of the combined voting power of the outstanding voting securities of the resulting corporationin substantially the same proportion as
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their ownership of voting securities immediately before such merger or consolidation or (ii) acomplete liquidation or dissolution of the Company or an agreement for the sale or otherdisposition of all or substantially all of the assets of the Company; or (4) there occurs any eventof a nature that would be required to be reported in response to Item 6(e) of Schedule 14A ofRegulation 14A (or in response to any similar item on any similar schedule or form) promulgatedunder the Securities Exchange Act of 1934, as amended, regardless of whether the Company is thensubject to such reporting requirement. Notwithstanding the foregoing, a Change of Control shallnot be deemed to occur solely because 20% or more of the then outstanding voting securities isacquired by (i) a trustee or other fiduciary holding securities under one or more employee benefitplans maintained by the Company or any of its subsidiaries or (ii) any corporation which,immediately prior to such acquisition, is owned directly or indirectly by the shareholders of theCompany in the same proportion as their ownership of shares in the Company immediately prior tosuch acquisition.     (b) “Corporate Status” describes the status of a person who is or was a director, officer,employee, or agent of the Company or is or was serving at the request of the Company as a director,officer, employee or agent of another corporation, partnership, joint venture, trust, or otherenterprise. Corporate Status also described a person’s service in connection with an employeebenefit plan at the Company’s request if his duties to the Company also imposes duties on, orotherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.Corporate Status includes, in reference to a particular person unless the context requiresotherwise, the estate or personal representative of such person.     (c) “Disinterested Director” means a director who is not (1) a party to the Proceeding, or (2)an individual who is a party to a Proceeding having a familial, financial, professional, oremployment relationship with the director or whose indemnification or advance for Expenses is thesubject of the decision being made with respect to the Proceeding, which relationship would, in thecircumstances, reasonably be expected to exert an influence on the director’s judgment when votingon the decision being made.     (d) “Expenses” include the direct and indirect costs of any type or nature whatsoever(including, without limitation, all attorneys’ fees and related disbursements and otherout-of-pocket costs) actually and reasonably incurred by Indemnitee in connection with theinvestigation, defense, or appeal of a Proceeding or establishing a right to indemnification underthis Agreement (including in connection with the interpretation, enforcement, or defense ofIndemnitee’s rights under this Agreement), the FBCA or otherwise, and those Expenses incurred inconnection with a premium, security for, and other costs related to any bond.     (e) “Liabilities” means any and all claims, damages, expenses, costs (including attorneys’fees and costs of other professionals), judgments, penalties, fines (including excise taxesassessed with respect to an employee benefit plan), settlement and all other liabilities incurredor paid by Indemnitee in connection with the investigation, defense, prosecution, settlement orappeal of, or being or preparing to be a witness in, or participating in, any Proceeding.     (f) “Proceeding” means any threatened, pending, or completed action, suit, proceeding, oralternative dispute resolution mechanism, including discovery, whether civil,
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criminal, administrative, arbitrative, or investigative, whether formal or informal, whetherbrought in the right of the Company or otherwise, and including, but not limited to, any actionbrought under the federal securities laws or any appeal from any of the above proceedings.     15. Miscellaneous.     (a) Successors and Binding Agreement. The Company shall require any successor to thebusiness of the Company or all or substantially all assets of the Company, by agreement in form andsubstance satisfactory to Indemnitee and his or her counsel, to expressly assume this Agreement andits obligations in their entirety. This Agreement shall be binding upon and inure to the benefitof the parties hereto any successor or assign of the Company and any assigns, spouses, heirs,executors, administrators and personnel or legal representatives of Indemnitee. This Agreement ispersonal in nature and neither of the parties hereto shall, without the prior written consent ofthe other, assign or delegate this Agreement or any rights or obligations hereunder except asexpressly provided in this Section.     (b) Entire Agreement. This Agreement constitutes the entire agreement between theparties hereto with respect to the subject matter hereof and supersedes all prior agreements andunderstandings, oral, written and implied, between the parties hereto with respect to the subjectmatter hereof.     (c) Severability. If any provision or provisions of this Agreement shall be held by acourt of competent jurisdiction to be invalid, void, illegal or otherwise unenforceable for anyreason whatsoever: (i) the validity, legality and enforceability of the remaining provisions ofthis Agreement shall not in any way be affected or impaired thereby and shall remain enforceable tothe fullest extent permitted by law; and (ii) to the fullest extent possible, the provisions ofthis Agreement shall be construed so as to give effect to the intent manifested by this section.     (d) Modification and Waiver. No supplement, modification, termination or amendment ofthis Agreement shall be binding unless executed in writing by both of the parties hereto. Nowaiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver ofany other provisions hereof (whether or not similar) nor shall such waiver constitute a continuingwaiver.     (e) Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall for all purposes be deemed to be an original but all of which together shall constituteone and the same Agreement. Only one such counterpart signed by the party against whomenforceability is sought needs to be produced to evidence the existence of this Agreement.     (f) Headings. The headings of the paragraphs of this Agreement are inserted forconvenience only and shall not be deemed to constitute part of this Agreement or to affect theconstruction thereof.     (g) Governing Law; Jurisdiction; Waiver of Jury. The parties agree that thisAgreement shall be governed by, and construed and enforced in accordance with, the laws of theState of Florida. The Company and Indemnitee each hereby irrevocably consent to the non-exclusivejurisdiction of the courts of the State of Florida for all purposes in connection with any actionor proceeding which arises out of or relates to this Agreement and agree that any action
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instituted under this Agreement shall be brought only in the state courts of the State ofFlorida. The parties hereby waive any objection to the laying of venue in the courts of the Stateof Florida.     (h) Notices. All notices, requests, demands and other communications hereunder shallbe in writing and shall be deemed to have been duly given if (i) delivered by hand and receiptedfor by the party to whom said notice or other communication shall have been directed, or (ii)mailed by certified or registered mail with postage prepaid, on the third business day after thedate on which it is so mailed:If to Indemnitee, to:_______________________________________________________________If to the Company, to:Gevity HR, Inc.