**EXHIBIT 10.57****CHANGE IN CONTROL SEVERANCE AGREEMENT**          THIS AGREEMENT is entered into as of this 13th day of March 2006, by and between Gevity HR,Inc., a Florida corporation (the “Company”), and Michael Collins (“Executive”).**W I T N E S 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 of the Company and itsstockholders; and          WHEREAS, the Company recognizes that, as is the case with many publicly held corporations, thepossibility of a change in control may arise and that such possibility may result in the departureor distraction of management personnel to the detriment of the Company and its stockholders; and          WHEREAS, the Board (as defined in Section 1) has determined that it is in the best interestsof the Company and its stockholders to secure Executive’s continued services and to ensureExecutive’s continued dedication to his duties in the event of any threat or occurrence of a Changein 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 covenants andagreements herein contained, the Company and Executive hereby agree as follows:          1. Definitions. As used in this Agreement, the following terms shall have therespective meanings set forth below:          (a) “Board” means the Board of Directors of the Company.          (b) “Bonus Amount” means the greater of (i) the average annual incentive bonus earnedby Executive from the Company (or its affiliates) during the last three (3) completed fiscal yearsof the Company immediately preceding

 

2Executive’s Date of Termination (annualized in the event Executive was not employed by theCompany (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive’s targetannual incentive bonus for the year in which the Date of Termination occurs.          (c) “Cause” means (i) the willful and continued failure of Executive to perform substantiallyhis duties with the Company (other than any such failure resulting from Executive’s incapacity dueto physical or mental illness or any such failure subsequent to Executive being delivered a Noticeof Termination without Cause by the Company or delivering a Notice of Termination for Good Reasonto the Company) after a written demand for substantial performance is delivered to Executive by theBoard which specifically identifies the manner in which the Board believes that Executive has notsubstantially performed Executive’s duties, or (ii) the willful engaging by Executive in illegalconduct or gross misconduct which is demonstrably and materially injurious to the Company or itsaffiliates. For purpose of this paragraph (c), no act or failure to act by Executive shall beconsidered “willful”, unless done or omitted to be done by Executive in bad faith and withoutreasonable belief that Executive’s action or omission was in the best interests of the Company orits affiliates. Any act, or failure to act, based upon authority given pursuant to a resolutionduly adopted by the Board, based upon the advice of counsel for the Company or upon theinstructions of the Company’s chief executive officer or another senior officer of the Companyshall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and inthe best interests of the Company. Cause shall not exist unless and until the Company hasdelivered to Executive a copy of a resolution duly adopted by three-quarters (3/4) of the entireBoard (excluding Executive if Executive is a Board member) at a meeting of the Board called andheld for such purpose (after reasonable notice to Executive and an opportunity for Executive,together with counsel, to be heard before the Board), finding that in the good faith opinion of theBoard an event set forth in clauses (i) or (ii) has occurred and specifying the particulars thereofin detail.          (d) “Change in Control” means the occurrence of any one of the following events:

 

3          (i) individuals who, on the date hereof, constitute the Board (the “IncumbentDirectors”) cease for any reason to constitute at least a majority of the Board, providedthat any person becoming a director subsequent to the date hereof, whose election ornomination for 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 the proxystatement of the Company in which such person is named as a nominee for director, withoutwritten objection to such nomination) shall be an Incumbent Director; provided,however, that no individual initially elected or nominated as a director of theCompany as a result of an actual or threatened election contest with respect to directorsor as a result of any other actual or threatened solicitation of proxies or consents by oron behalf of any person other than the Board shall be deemed to be an Incumbent Director;          (ii) any “person” (as such term is defined in Section 3(a)(9) of the SecuritiesExchange Act of 1934 (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-3 under theExchange Act), directly or indirectly, of securities of the Company representing 25% ormore of the combined voting power of the Company’s then outstanding securities eligible tovote for the election of the Board (the “Company Voting Securities”); provided,however, that the event described in this paragraph (ii) shall not be deemed to bea Change in Control by virtue of any of the following acquisitions: (A) by the Company orany Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintainedby the Company or any Subsidiary, (C) by any underwriter temporarily holding securitiespursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction(as defined in paragraph (iii)), or (E) unless otherwise approved by the Board, pursuant toany acquisition by Executive or any group of persons including Executive (or any entitycontrolled by Executive or any group of persons including Executive);          (iii) the consummation of a merger, consolidation, statutory share exchange orsimilar form of corporate transaction involving the Company or any of its Subsidiaries thatrequires the approval of the Company’s stockholders, whether for such transaction or

 

4the issuance 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 “SurvivingCorporation”), or (y) if applicable, the ultimate parent corporation that directly orindirectly has beneficial ownership of 100% of the voting securities eligible to electdirectors of the Surviving Corporation (the “Parent Corporation”), is represented byCompany Voting Securities that were outstanding immediately prior to such BusinessCombination (or, if applicable, is represented by shares into which such Company VotingSecurities were converted pursuant to such Business Combination), and such voting poweramong the holders thereof is in substantially the same proportion as the voting power ofsuch Company Voting Securities among the holders thereof immediately prior to the BusinessCombination, (B) no person (other than any employee benefit plan (or related trust)sponsored or maintained by the Surviving Corporation or the Parent Corporation), is orbecomes the beneficial owner, directly or indirectly, of 25% or more of the total votingpower of the outstanding voting securities eligible to elect directors of the ParentCorporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) atleast a majority of the members of the board of directors of the Parent Corporation (or, ifthere is no Parent Corporation, the Surviving Corporation) following the consummation ofthe Business Combination were Incumbent Directors at the time of the Board’s approval ofthe execution of the initial agreement providing for such Business Combination (anyBusiness Combination which satisfies all of the criteria specified in (A), (B) and (C)above shall be deemed to be a “Non-Qualifying Transaction”); or     (iv) the stockholders of the Company approve a plan of complete liquidation ordissolution of the Company or a sale of all or substantially all of the Company’s assets.          Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occursolely because any person acquires beneficial ownership of more than 25% of the Company VotingSecurities as a result of the acquisition of Company Voting Securities by the Company which reducesthe number of Company Voting Securities outstanding;

 

5provided that, if after such acquisition by the Company such person becomes thebeneficial owner of additional Company Voting Securities that increases the percentage ofoutstanding Company Voting Securities beneficially owned by such person, a Change in Control of theCompany shall then occur.          (e) “Date of Termination” means (1) the effective date on which Executive’s employment by theCompany terminates as specified in a prior written notice by the Company or Executive, as the casemay be, to the other, delivered pursuant to Section 10 or (2) if Executive’s employment by theCompany terminates by reason of death, the date of death of Executive.          (f) “Disability” means termination of Executive’s employment by the Company due toExecutive’s absence from Executive’s duties with the Company on a full-time basis for at least onehundred eighty (180) consecutive days as a result of Executive’s incapacity due to physical ormental illness.          (g) “Good Reason” means, without Executive’s express written consent, the occurrence of anyof the following events after a Change in Control:     (i) (A) any change in the duties or responsibilities (including reportingresponsibilities) of Executive that is inconsistent in any material and adverse respectwith Executive’s position(s), duties, responsibilities or status with the Companyimmediately prior to such Change in Control (including any material and adverse diminutionof such duties or responsibilities) or (B) a material and adverse change in Executive’stitles or offices (including, if applicable, membership on the Board) with the Company asin effect immediately prior to such Change in Control;     (ii) a reduction by the Company in Executive’s rate of annual base salary or annualtarget bonus opportunity (including any material and adverse change in the formula for suchannual bonus target) as in effect immediately prior to such Change in Control or as thesame may be increased from time to time thereafter;

 

6     (iii) any requirement of the Company that Executive (A) be based anywhere more thanfifty (50) miles from the office where Executive is located at the time of the Change inControl or (B) travel on Company business to an extent substantially greater than thetravel obligations of Executive immediately prior to such Change in Control;     (iv) the failure of the Company to (A) continue in effect any employee benefitplan, compensation plan, welfare benefit plan or material fringe benefit plan in whichExecutive is participating immediately prior to such Change in Control or the taking of anyaction by the Company which would adversely affect Executive’s participation in or reduceExecutive’s benefits under any such plan, unless Executive is permitted to participate inother plans providing Executive with substantially equivalent benefits in the aggregate (atsubstantially equivalent cost with respect to welfare benefit plans), or (B) provideExecutive with paid vacation in accordance with the most favorable vacation policies of theCompany (and its affiliated companies) as in effect for Executive immediately prior to suchChange in Control, including the crediting of all service for which Executive had beencredited under such vacation policies prior to the Change in Control;     (v) any purported termination of Executive’s employment which is not effectuatedpursuant to Section 10(b) (and which will not constitute a termination hereunder); or     (vi) the failure of the Company to obtain the assumption agreement from any successoras contemplated in Section 9(b).          An isolated, insubstantial and inadvertent action taken in good faith and which is remedied bythe Company within ten (10) days after receipt of notice thereof given by Executive shall notconstitute Good Reason. Executive’s right to terminate employment for Good Reason shall not beaffected by Executive’s incapacities due to mental or physical illness and Executive’s continuedemployment shall not constitute consent to, or a waiver of rights with respect to, any event orcondition constituting Good Reason; provided, however, that Executive must provide notice oftermination of employment within ninety (90) days following Executive’s knowledge of an eventconstituting Good Reasonor such event shall not constitute Good Reason under this Agreement.

 

7          (h) “Qualifying Termination” means a termination of Executive’s employment (i) by the Companyother than for Cause or (ii) by Executive for Good Reason. Termination of Executive’s employmenton account of death, Disability or Retirement shall not be treated as a Qualifying Termination.          (i) “Retirement” means Executive’s mandatory retirement (not including any mandatory earlyretirement) in accordance with the Company’s retirement policy generally applicable to its salariedemployees, as in effect immediately prior to the Change in Control, or in accordance with anyretirement arrangement established with respect to Executive with Executive’s written consent.          (j) “Subsidiary” means any corporation or other entity in which the Company has adirect or indirect ownership interest of 50% or more of the total combined voting power of the thenoutstanding securities or interests of such corporation or other entity entitled to vote generallyin the election of directors or in which the Company has the right to receive 50% or more of thedistribution of profits or 50% of the assets or liquidation or dissolution.          (k) “Termination Period” means the period of time beginning with a Change in Control andending two (2) years following such Change in Control. Notwithstanding anything in this Agreementto the contrary, if (i) Executive’s employment is terminated prior to a Change in Control forreasons that would have constituted a Qualifying Termination if they had occurred following aChange in Control; (ii) Executive reasonably demonstrates that such termination (or Good Reasonevent) was at the request of a third party who had indicated an intention or taken steps reasonablycalculated to effect a Change in Control; and (iii) a Change in Control involving such third party(or a party competing with such third party to effectuate a Change in Control) does occur, then forpurposes of this Agreement, the date immediately prior to the date of such termination ofemployment or event constituting Good Reason shall be treated as a Change in Control. For purposesof determining the timing of payments and benefits to Executive under Section 4, the date of theactual Change in Control shall be treated as Executive’s Date of Termination under Section 1(e).

 

8          2. Obligation of Executive. In the event of a tender or exchange offer, proxycontest, or the execution of any agreement which, if consummated, would constitute a Change inControl, Executive agrees not to voluntarily leave the employ of the Company, other than as aresult of Disability or an event which would constitute Good Reason if a Change in Control hadoccurred, until the Change in Control occurs or, if earlier, such tender or exchange offer, proxycontest, or agreement is terminated or abandoned.          3. Term of Agreement. This Agreement shall be effective on the date hereof and shallcontinue in effect until the Company shall have given three (3) years’ written notice ofcancellation; provided that, notwithstanding the delivery of any such notice, thisAgreement shall continue in effect for a period of two (2) years after a Change in Control, if suchChange in Control shall have occurred during the term of this Agreement. Notwithstanding anythingin this Section to the contrary, this Agreement shall terminate if Executive or the Companyterminates Executive’s employment prior to a Change in Control except as provided in Section l(k).          4. Payments Upon Termination of Employment.          (a) Qualifying Termination. If during the Termination Period the employment ofExecutive shall terminate pursuant to a Qualifying Termination, then the Company shall provide toExecutive:     (i) within five (5) days following the Date of Termination, a lump-sum cash amountequal to the sum of (A) Executive’s base salary through the Date of Termination and anybonus amounts which have become payable, to the extent not theretofore paid or deferred,(B) a prorata portion of Executive’s annual bonus for the fiscal year inwhich Executive’s Date of Termination occurs in an amount at least equal to (1) Executive’sBonus Amount, multiplied by (2) a fraction, the numerator of which is the number of days inthe fiscal year in which the Date of Termination occurs through the Date of Termination andthe denominator of which is three hundred sixty-five (365), and reduced by (3) any amountspaid from the Company’s annual incentive plan for the fiscal year in which Executive’s Dateof Termination occurs and (C) anyaccrued vacation pay, in each case to the extent not theretofore paid; plus

 

9     (ii) within five (5) days following the Date of Termination, a lump-sum cash amountequal to (i) one (1) times Executive’s highest annual rate of base salary during the12-month period immediately prior to Executive’s Date of Termination, plus (ii) one (1)times Executive’s Bonus Amount.     (iii) in addition to the payments set forth in Sections 4 (a) (i) and (ii) as wellas Section 5, any stock incentives (as defined in the stock incentive plans maintained bythe Company) that have been awarded to Executive under the terms of the stock incentiveplans maintained by the Company shall fully vest upon the occurrence of a Change inControl, as such term is defined in Section 1(d) with 50% substituted for 25 % in Section 1(d) (ii) (whether or not a Qualifying Termination has occurred) and all other terms andconditions of any such stock incentive award shall remain in effect to the extent notinconsistent with the provisions of this Section 4 (a) (iii).          (b) If during the Termination Period the employment of Executive shall terminatepursuant to a Qualifying Termination, the Company shall continue to provide, for a period of one(1) year following Executive’s Date of Termination, Executive (and Executive’s dependents, ifapplicable) with the same level of medical, dental, accident, disability and life insurancebenefits upon substantially the same terms and conditions (including contributions required byExecutive for such benefits) as existed immediately prior to Executive’s Date of Termination (or,if more favorable to Executive, as such benefits and terms and conditions existed immediately priorto the Change in Control); provided that, if Executive cannot continue to participate inthe Company plans providing such benefits, the Company shall otherwise provide such benefits on thesame after-tax basis as if continued participation had been permitted. Notwithstanding theforegoing, in the event Executive becomes reemployed with another employer and becomes eligible toreceive welfare benefits from such employer, the welfare benefits described herein shall besecondary to such benefits during the period of Executive’s eligibility, but only to the extentthat the Company reimburses Executive for any increased cost and provides anyadditional benefits necessary to give Executive the benefits provided hereunder.

 

10          (c) If during the Termination Period the employment of Executive shall terminate other thanby reason of a Qualifying Termination, then the Company shall pay to Executive within thirty (30)days following the Date of Termination, a lump-sum cash amount equal to the sum of (1) Executive’sbase salary through the Date of Termination and any bonus amounts which have become payable, to theextent not theretofore paid or deferred, and (2) any accrued vacation pay, in each case to theextent not theretofore paid. The Company may make such additional payments, and provide suchadditional benefits, to Executive as the Company and Executive may agree in writing.          5. Certain Additional Payments by the Company.          (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall bedetermined that any payment, award, benefit or distribution (or any acceleration of any payment,award, benefit or distribution) by the Company (or any of its affiliated entities) or any entitywhich effectuates a Change in Control (or any of its affiliated entities) to or for the benefit ofExecutive (whether pursuant to the terms of this Agreement or otherwise, but determined withoutregard to any additional payments required under this Section 5) (the “Payments”) would be subjectto the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the“Code”), or any interest or penalties are incurred by Executive with respect to such excise tax(such excise tax, together with any such interest and penalties, are hereinafter collectivelyreferred to as the “Excise Tax”), then the Company shall pay to Executive an additional payment (a“Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including anyExcise Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Paymentequal to the Excise Tax imposed upon the Payments.          (b) Subject to the provisions of Section 5(a), all determinations required tobe made under this Section 5, including whether and when a Gross-Up Payment is required, the amountof such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations,shall be made by the public accounting firm that is retained by the

 

11Company as of the date immediately prior to the Change in Control (the “Accounting Firm”)which shall provide detailed supporting calculations both to the Company and Executive withinfifteen (15) business days of the receipt of notice from the Company or the Executive that therehas been a Payment, or such earlier time as is requested by the Company (collectively, the“Determination”). In the event that the Accounting Firm is serving as accountant or auditor forthe individual, entity or group effecting the Change in Control, Executive may appoint anothernationally recognized public accounting firm to make the determinations required hereunder (whichaccounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expensesof the Accounting Firm shall be borne solely by the Company and the Company shall enter into anyagreement requested by the Accounting Firm in connection with the performance of the serviceshereunder. The Gross-up Payment under this Section 5 with respect to any Payments shall be made nolater than thirty (30) days following such Payment. If the Accounting Firm determines that noExcise Tax is payable by Executive, it shall furnish Executive with a written opinion to sucheffect, and to the effect that failure to report the Excise Tax, if any, on Executive’s applicablefederal income tax return will not result in the imposition of a negligence or similar penalty.The Determination by the Accounting Firm shall be binding upon the Company and Executive. As aresult of the uncertainty in the application of Section 4999 of the Code at the time of theDetermination, it is possible that Gross-up Payments which will not have been made by the Companyshould have been made (“Underpayment”) or Gross-up Payments are made by the Company which shouldnot have been made (“Overpayment”), consistent with the calculations required to be made hereunder.In the event that the Executive thereafter is required to make payment of any Excise Tax oradditional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that hasoccurred and any such Underpayment (together with interest at the rate provided in Section1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit ofExecutive. In the event the amount of the Gross-up Payment exceeds the amount necessary toreimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of theOverpayment that has been made and any such Overpayment (together with interest at the rateprovided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive (to the extent hehas received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service)to or for the benefit of the

 

12Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company,with any reasonable requests by the Company in connection with any contests or disputes with theInternal Revenue Service in connection with the Excise Tax.          6. Withholding Taxes. The Company may withhold from all payments due to Executive(or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local orother law, the Company is required to withhold therefrom.          7. Reimbursement of Expenses. If any contest or dispute shall arise under thisAgreement involving termination of Executive’s employment with the Company or involving the failureor refusal of the Company to perform fully in accordance with the terms hereof, the Company shallpay directly or reimburse Executive, on a current basis, for all reasonable legal fees andexpenses, if any, incurred by Executive in connection with such contest or dispute (regardless ofthe result thereof), together with interest in an amount equal to the prime rate of the ChaseManhattan Bank, N.A., from time to time in effect, but in no event higher than the maximum legalrate permissible under applicable law, such interest to accrue from the date the Company receivesExecutive’s statement for such fees and expenses through the date of payment thereof, regardless ofwhether or not Executive’s claim is upheld by a court of competent jurisdiction/arbitration panel.          8. Scope of Agreement. Nothing in this Agreement shall be deemed to entitle Executiveto continued employment with the Company or its Subsidiaries, and if Executive’s employment withthe Company shall terminate 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 Termination Period shall be subject toall of the provisions of this Agreement.          9. Successors: Binding Agreement.          (a) This Agreement shall not be terminated by any Business Combination. In the event of anyBusiness Combination, the provisions of this Agreement shall be binding upon the SurvivingCorporation, and such Surviving Corporation shall be treated as the Company hereunder.

 

13          (b) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany unconditionally to assume expressly and agree to perform this Agreements in the same mannerand to the same extent that the Company would be required to perform if no such succession hadtaken place. As used in this Agreement, “Company” means the Company has hereinbefore defined, andany successor to its business and/or assets as aforesaid which assumes and agrees to perform thisAgreement by operation of law, or otherwise. Failure of the Company to obtain such assumptionprior to the effectiveness of any such succession that constitutes a Change in Control, shall be abreach of this Agreement and shall constitute Good Reason hereunder and shall entitle Executive tocompensation and other benefits from the Company in the same amount and on the same terms asExecutive would be entitled hereunder if Executive’s employment were terminated following a Changein Control by reason of a Qualifying Termination. For purposes of implementing the foregoing, thedate on which any such Business Combination becomes effective shall be deemed the date Good Reasonoccurs, and shall be the Date of Termination if requested by Executive.          (c) This Agreement is personal to the Executive and without the express prior written consentof the Company shall not be assignable by the Executive otherwise than by will or the laws ofdescent and distribution, and any such purported assignment shall be void. This Agreement shallinure to the benefit of and be enforceable by Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees and legatees. If Executiveshall die while any amounts would be payable to Executive hereunder had Executive continued tolive, all such amounts, unless otherwise provided herein, shall be paid in accordance with theterms of this Agreement to such person or persons appointed in writing by Executive to receive suchamounts or, if no person is so appointed, to Executive’s estate.          10. Notice. (a) For purposes of this Agreement, all notices and othercommunications required or permitted hereunder shall be in writing and shall be deemed to have beenduly given when delivered or five (5) days after deposit in the United States mail, certified andreturn receipt requested, postage prepaid, addressed as follows:

 

14If to the Executive:Mr. Michael Collins