Exhibit 10.5 





CHANGE IN CONTROL
SEVERANCE AGREEMENT 



        THIS
AGREEMENT is entered into as of this 21st day of September 2004, by and between Gevity
HR, Inc., a Florida corporation (the "Company"), and Gregory M Nichols ("Executive"). 








W
I T N E S S E T H



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



        WHEREAS,
the Company recognizes that, as is the case with many publicly held corporations, the
possibility of a change in control may arise and that such possibility may result in the
departure or 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 interests of the
Company and its stockholders to secure Executive’s continued services and to ensure
Executive’s continued dedication to his duties in the event 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 covenants and
agreements herein contained, the Company and Executive hereby agree as follows: 



         1.       
          Definitions. As used in this Agreement, the following terms shall have
          the respective 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 earned by Executive from the Company (or its affiliates) during the last
          three (3) completed fiscal years of the Company immediately preceding
          Executive’s Date of Termination (annualized in the event Executive was not
          employed by the Company (or its affiliates) for the whole of any such fiscal
          year), and (ii) the Executive’s target annual 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 substantially his duties with the Company (other than any such
          failure resulting from Executive’s incapacity due to physical or mental
          illness or any such failure subsequent to Executive being delivered a Notice of
          Termination without Cause by the Company or delivering a Notice of Termination
          for Good Reason to the Company) after a written demand for substantial
          performance is delivered to Executive by the Board which specifically identifies
          the manner in which the Board believes that Executive has not substantially
          performed Executive’s duties, or (ii) the willful engaging by Executive in
          illegal conduct or gross misconduct which is demonstrably and materially
          injurious to the Company or its affiliates. For purpose of this
          paragraph (c), no act or failure to act by Executive shall be considered
          “willful”, unless done or omitted to be done by Executive in bad faith
          and without reasonable belief that Executive’s action or omission was in
          the best interests of the Company or its affiliates. Any act, or failure to act,
          based upon authority given pursuant to a resolution duly adopted by the Board,
          based upon the advice of counsel for the Company or upon the instructions of the
          Company’s chief executive officer or another senior officer of the Company
          shall be conclusively presumed to be done, or omitted to be done, by Executive
          in good faith and in the best interests of the Company. Cause shall not exist
          unless and until the Company has delivered to Executive a copy of a resolution
          duly adopted by three-quarters (3/4) of the entire Board (excluding Executive if
          Executive is a Board member) at a meeting of the Board called and held 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 the Board an event set forth in clauses (i) or (ii) has
          occurred and specifying the particulars thereof in detail. 



         (d)       
          “Change in Control” means the occurrence of any one of the following
          events: 







    (i)                             individuals
who, on September 21, 2004 constitute the Board (the “Incumbent
               Directors”) cease for any reason to constitute at least a majority of
the                Board, provided that any person becoming a director subsequent to
September 21,                2004 whose election or nomination for election was approved
by a vote of at                least two-thirds of the Incumbent Directors then on the
Board (either by a                specific vote or by approval of the proxy statement of
the Company in which such                person is named as a nominee for director,
without written objection to such                nomination) shall be an Incumbent
Director; provided, however,                that no individual initially
elected or nominated as a director of the Company                as a result of an actual
or threatened election contest with respect to                directors or as a result of
any other actual or threatened solicitation of                proxies or consents by or
on 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
               Securities Exchange Act of 1934 (the “Exchange Act”) and as used
in                Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes
a                “beneficial owner” (as defined in Rule 13d-3 under the
Exchange                Act), directly or indirectly, of securities of the Company
representing 25% or                more of the combined voting power of the Company’s
then outstanding                securities eligible to vote 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 be a Change in                Control by virtue of any of the following acquisitions:
(A) by the Company                or any Subsidiary, (B) by any employee
benefit plan (or related trust)                sponsored or maintained by the Company or
any Subsidiary, (C) by any                underwriter temporarily holding securities
pursuant 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 to any acquisition by Executive
or any group of persons including                Executive (or any entity controlled by
Executive or any group of persons                including Executive);  






    (iii)                             the
consummation of a merger, consolidation, statutory share exchange or similar
               form of corporate transaction involving the Company or any of its
Subsidiaries                that requires the approval of the Company’s
stockholders, whether for such                transaction or the issuance of securities
in the transaction (a “Business                Combination”), unless
immediately following such Business Combination: (A)                more than 50% of the
total voting power of (x) the corporation resulting                from such
Business Combination (the “Surviving Corporation”), or                (y) if
applicable, the ultimate parent corporation that directly or                indirectly
has beneficial ownership of 100% of the voting securities eligible to
               elect directors of the Surviving Corporation (the “Parent
               Corporation”), is represented by Company Voting Securities that were
               outstanding immediately prior to such Business Combination (or, if
applicable,                is represented by shares into which such Company Voting
Securities were                converted pursuant to such Business Combination), and such
voting power among                the holders thereof is in substantially the same
proportion as the voting power                of such Company Voting Securities among the
holders thereof immediately prior to                the Business Combination, (B) no
person (other than any employee benefit                plan (or related trust) sponsored
or maintained by the Surviving Corporation or                the Parent Corporation), is
or becomes the beneficial owner, directly or                indirectly, of 25% or more of
the total voting power of the outstanding voting                securities eligible to
elect directors of the Parent Corporation (or, if there                is no Parent
Corporation, the Surviving Corporation) and (C) at least a                majority
of the members of the board of directors of the Parent Corporation (or,                if
there is no Parent Corporation, the Surviving Corporation) following the
               consummation of the Business Combination were Incumbent Directors at the
time of                the Board’s approval of the execution of the initial
agreement providing                for such Business Combination (any Business
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 or
               dissolution 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 occur solely
because any person acquires beneficial ownership of more than 25% of the Company Voting
Securities as a result of the acquisition of Company Voting Securities by the Company
which reduces the number of Company Voting Securities outstanding; provided that,
if after such acquisition by the Company such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of outstanding Company
Voting Securities beneficially owned by such person, a Change in Control of the Company
shall then occur. 



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







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



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



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




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



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







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



    (v)       any
purported termination of Executive’s employment which is not effectuated pursuant 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 successor as
contemplated in Section 9(b).  




        An
isolated, insubstantial and inadvertent action taken in good faith and which is remedied
by the Company within ten (10) days after receipt of notice thereof given by
Executive shall not constitute Good Reason. Executive’s right to terminate employment
for Good Reason shall not be affected by Executive’s incapacities due to mental or
physical illness and Executive’s continued employment shall not constitute consent
to, or a waiver of rights with respect to, any event or condition constituting Good
Reason; provided, however, that Executive must provide notice of termination of employment
within ninety (90) days following Executive’s knowledge of an event constituting Good
Reason or such event shall not constitute Good Reason under this Agreement. 



         (h)       
          “Qualifying Termination” means a termination of Executive’s
          employment (i) by the Company other than for Cause or (ii) by Executive for Good
          Reason. Termination of Executive’s employment on 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 early retirement) in accordance with the Company’s
          retirement policy generally applicable to its salaried employees, as in effect
          immediately prior to the Change in Control, or in accordance with any retirement
          arrangement established with respect to Executive with Executive’s written
          consent. 






         (j)       
          “Subsidiary” means any corporation or other entity in which the
          Company has a direct or indirect ownership interest of 50% or more of the total
          combined voting power of the then outstanding securities or interests of such
          corporation or other entity entitled to vote generally in the election of
          directors or in which the Company has the right to receive 50% or more of the
          distribution 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 and ending two (2) years following such Change in Control.
          Notwithstanding anything in this Agreement to the contrary, if
          (i) Executive’s employment is terminated prior to a Change in Control
          for reasons that would have constituted a Qualifying Termination if they had
          occurred following a Change in Control; (ii) Executive reasonably
          demonstrates that such termination (or Good Reason event) was at the request of
          a third party who had indicated an intention or taken steps reasonably
          calculated 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 for purposes of this Agreement,
          the date immediately prior to the date of such termination of employment or
          event constituting Good Reason shall be treated as a Change in Control. For
          purposes of determining the timing of payments and benefits to Executive under
          Section 4, the date of the actual Change in Control shall be treated as
          Executive’s Date of Termination under Section 1(e). 



         2.       
          Obligation of Executive. In the event of a tender or exchange offer,
          proxy contest, or the execution of any agreement which, if consummated, would
          constitute a Change in Control, Executive agrees not to voluntarily leave the
          employ of the Company, other than as a result of Disability or an event which
          would constitute Good Reason if a Change in Control had occurred, until the
          Change in Control occurs or, if earlier, such tender or exchange offer, proxy
          contest, or agreement is terminated or abandoned. 



         3.       
          Term of Agreement. This Agreement shall be effective on the date hereof
          and shall continue in effect until the Company shall have given three (3)
          years’ written notice of cancellation; provided that,
          notwithstanding the delivery of any such notice, this Agreement shall continue
          in effect for a period of two (2) years after a Change in Control, if such
          Change in Control shall have occurred during the term of this Agreement.
          Notwithstanding anything in this Section to the contrary, this Agreement shall
          terminate if Executive or the Company terminates 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                of
Executive shall terminate pursuant to a Qualifying Termination, then the
               Company shall provide to Executive:  




    (i)                      within
five (5) days following the Date of Termination, a lump-sum cash
               amount equal to the sum of (A) Executive’s base salary through
the                Date of Termination and any bonus amounts which have become payable,
to the                extent not theretofore paid or deferred, (B) a pro rata               portion
of Executive’s annual bonus for the fiscal year in which                Executive’s
Date of Termination occurs in an amount at least equal to                (1) Executive’s
Bonus Amount, multiplied by (2) a fraction, the                numerator of which is
the number of days in the fiscal year in which the Date of                Termination
occurs through the Date of Termination and the denominator of which                is
three hundred sixty-five (365), and reduced by (3) any amounts paid from
               the Company’s annual incentive plan for the fiscal year in which
               Executive’s Date of Termination occurs and (C) any accrued
vacation                pay, in each case to the extent not theretofore paid; plus  





    (ii)                      within
five (5) days following the Date of Termination, a lump-sum cash
               amount equal to (i) one (1) times Executive’s highest
annual rate                of base salary during the 12-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 well as
               Section 5, any stock incentives (as defined in the stock incentive plans
               maintained by the Company) that have been awarded to Executive under the
terms                of the stock incentive plans maintained by the Company shall fully
vest upon the                occurrence of a Change in Control, 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
and conditions of any such stock                incentive award shall remain in effect to
the extent not inconsistent with the                provisions of this Section 4 (a)
(iii).  








         (b)       
          If during the Termination Period the employment of Executive shall terminate
          pursuant 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, if applicable) with the same level
          of medical, dental, accident, disability and life insurance benefits upon
          substantially the same terms and conditions (including contributions required by
          Executive 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 prior to the Change in Control);
          provided that, if Executive cannot continue to participate in the Company
          plans providing such benefits, the Company shall otherwise provide such benefits
          on the same after-tax basis as if continued participation had been permitted.
          Notwithstanding the foregoing, in the event Executive becomes reemployed with
          another employer and becomes eligible to receive welfare benefits from such
          employer, the welfare benefits described herein shall be secondary to such
          benefits during the period of Executive’s eligibility, but only to the
          extent that the Company reimburses Executive for any increased cost and provides
          any additional benefits necessary to give Executive the benefits provided
          hereunder. 



         (c)       
          If during the Termination Period the employment of Executive shall terminate
          other than by 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’s base salary
          through the Date of Termination and any bonus amounts which have become payable,
          to the extent not theretofore paid or deferred, and (2) any accrued
          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 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 be determined 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 entity which effectuates a Change in
          Control (or any of its affiliated entities) to or for the benefit of Executive
          (whether pursuant to the terms of this Agreement or otherwise, but determined
          without regard to any additional payments required under this Section 5) (the
          “Payments”) would be subject to 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 collectively referred 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 any Excise Tax) imposed upon the Gross-Up Payment,
          Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
          imposed upon the Payments. 









         (b)       
          Subject to the provisions of Section 5(a), all determinations required to be
          made under this Section 5, including whether and when a Gross-Up Payment is
          required, the amount of 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 Company 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 within fifteen
          (15) business days of the receipt of notice from the Company or the
          Executive that there has 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 for the individual, entity
          or group effecting the Change in Control, Executive may appoint another
          nationally recognized public accounting firm to make the determinations required
          hereunder (which accounting firm shall then be referred to as the Accounting
          Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
          solely by the Company and the Company shall enter into any agreement requested
          by the Accounting Firm in connection with the performance of the services
          hereunder. The Gross-up Payment under this Section 5 with respect to any
          Payments shall be made no later than thirty (30) days following such
          Payment. If the Accounting Firm determines that no Excise Tax is payable by
          Executive, it shall furnish Executive with a written opinion to such effect, and
          to the effect that failure to report the Excise Tax, if any, on Executive’s
          applicable federal 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 a result of the uncertainty in the
          application 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 the
          Company should have been made (“Underpayment”) or Gross-up Payments
          are made by the Company which should not 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 or additional Excise Tax, the Accounting Firm shall
          determine the amount of the Underpayment that has occurred and any such
          Underpayment (together with interest at the rate provided in
          Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to
          or for the benefit of Executive. In the event the amount of the Gross-up Payment
          exceeds the amount necessary to reimburse the Executive for his Excise Tax, the
          Accounting Firm shall determine the amount of the Overpayment that has been made
          and any such Overpayment (together with interest at the rate provided in
          Section 1274(b)(2) of the Code) shall be promptly paid by Executive (to the
          extent he has received a refund if the applicable Excise Tax has been paid to
          the Internal Revenue Service) to or for the benefit of the Company. 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 the Internal 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 or other law, the Company is required to
          withhold therefrom. 



         7.       
          Reimbursement of Expenses. If any contest or dispute shall arise under
          this Agreement involving termination of Executive’s employment with the
          Company or involving the failure or refusal of the Company to perform fully in
          accordance with the terms hereof, the Company shall pay directly or reimburse
          Executive, on a current basis, for all reasonable legal fees and expenses, if
          any, incurred by Executive in connection with such contest or dispute
          (regardless of the result thereof), together with interest in an amount equal to
          the prime rate of the Chase Manhattan Bank, N.A., from time to time in effect,
          but in no event higher than the maximum legal rate permissible under applicable
          law, such interest to accrue from the date the Company receives Executive’s
          statement for such fees and expenses through the date of payment thereof,
          regardless of whether 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
          Executive to continued employment with the Company or its Subsidiaries, and if
          Executive’s employment with the Company shall terminate prior to a Change
          in Control, Executive shall have no further rights under this Agreement (except
          as otherwise provided hereunder); provided, however, that any
          termination of Executive’s employment during the Termination Period shall
          be subject to all 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 any Business Combination, the provisions of this Agreement shall be binding
          upon the Surviving Corporation, and such Surviving Corporation shall be treated
          as the Company hereunder. 







         (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 the Company unconditionally to assume expressly and agree to
          perform this Agreements in the same manner and to the same extent that the
          Company would be required to perform if no such succession had taken place. As
          used in this Agreement, “Company” means the Company has hereinbefore
          defined, and any successor to its business and/or assets as aforesaid which
          assumes and agrees to perform this Agreement by operation of law, or otherwise.
          Failure of the Company to obtain such assumption prior to the effectiveness of
          any such succession that constitutes a Change in Control, shall be a breach of
          this Agreement and shall constitute Good Reason hereunder and shall entitle
          Executive to compensation and other benefits from the Company in the same amount
          and on the same terms as Executive would be entitled hereunder if
          Executive’s employment were terminated following a Change in Control by
          reason of a Qualifying Termination. For purposes of implementing the foregoing,
          the date on which any such Business Combination becomes effective shall be
          deemed the date Good Reason occurs, 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 consent of the Company shall not be assignable by the Executive
          otherwise than by will or the laws of descent and distribution, and any such
          purported assignment shall be void. This Agreement shall inure to the benefit of
          and be enforceable by Executive’s personal or legal representatives,
          executors, administrators, successors, heirs, distributees, devisees and
          legatees. If Executive shall die while any amounts would be payable to Executive
          hereunder had Executive continued to live, all such amounts, unless otherwise
          provided herein, shall be paid in accordance with the terms of this Agreement to
          such person or persons appointed in writing by Executive to receive such amounts
          or, if no person is so appointed, to Executive’s estate. 



         10.       
          Notice. (a) For purposes of this Agreement, all notices and other
          communications required or permitted hereunder shall be in writing and shall be
          deemed to have been duly given when delivered or five (5) days after
          deposit in the United States mail, certified and return receipt requested,
          postage prepaid, addressed as follows: 




	   	
If to
the Executive: 







	  	
Mr. Gregory M Nichols

 1713 79th Court West
 Bradenton, FL 34209  














	   	If
to the Company:









	    	Gevity
HR, Inc.
600 301 Boulevard West
Suite 202
Bradenton, FL 34205
Attn: General Counsel















or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt. 



         (b)       
          A written notice of Executive’s Date of Termination by the Company or
          Executive, as the case may be, to the other, shall (i) indicate the
          specific termination provision in this Agreement relied upon, (ii) to the
          extent applicable, set forth in reasonable detail the facts and circumstances
          claimed to provide a basis for termination of Executive’s employment under
          the provision so indicated and (iii) specify the termination date (which date
          shall be not less than fifteen (15) (thirty (30), if termination is by the
          Company for Disability) nor more than sixty (60) days after the giving of
          such notice). The failure by Executive or the Company to set forth in such
          notice any fact or circumstance which contributes to a showing of Good Reason or
          Cause shall not waive any right of Executive or the Company hereunder or
          preclude Executive or the Company from asserting such fact or circumstance in
          enforcing Executive’s or the Company’s rights hereunder. 



         11.       
          Full Settlement; Resolution of Disputes. The Company’s obligation to
          make any payments provided for in this Agreement and otherwise to perform its
          obligations hereunder shall be in lieu and in full settlement of all other
          severance payments to Executive under any other severance or employment
          agreement between Executive and the Company, and any severance plan of the
          Company. The Company’s obligations hereunder shall not be affected by any
          set-off, counterclaim, recoupment, defense or other claim, right or action which
          the Company may have against Executive or others. In no event shall Executive be
          obligated to seek other employment or take other action by way of mitigation of
          the amounts payable to Executive under any of the provisions of this Agreement
          and, except as provided in Section 4(b), such amounts shall not be reduced
          whether or not Executive obtains other employment. 



         12.       
          Employment with Subsidiaries. Employment with the Company for purposes of
          this Agreement shall include employment with any Subsidiary. 







         13.       
          Survival. The respective obligations and benefits afforded to the Company
          and Executive as provided in Sections 4 (to the extent that payments or
          benefits are owed as a result of a termination of employment that occurs during
          the term of this Agreement), 5 (to the extent that Payments are made to
          Executive as a result of a Change in Control that occurs during the term of this
          Agreement), 6, 7, 9(c) and 11 shall survive the termination of this
          Agreement. 



         14.       
          GOVERNING LAW. THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF
          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
          WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE PRINCIPLE
          OF CONFLICTS OF LAWS. 



         15.       
          Severability. The invalidity, illegality or unenforceability of any
          provision of this Agreement shall not affect the validity, 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 and unappealable
          holding or finding that any such provision is either invalid, illegal or
          unenforceable is to modify to the Executive’s detriment, reduce or
          eliminate any compensation, reimbursement, payment, allowance or other benefit
          to the Executive intended by the Company and Executive in entering into this
          Agreement, the Company shall promptly negotiate and enter into an agreement with
          the Executive containing alternative provisions (reasonably acceptable to the
          Executive) that will restore to the Executive (to the extent legally
          permissible) substantially the same economic, substantive and income tax
          benefits the Executive would have enjoyed had any such provision of this
          Agreement been upheld as valid, legal and enforceable. 



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



         17.       
          Miscellaneous. (a) No provision of this Agreement may be modified or
          waived unless such modification or waiver is agreed to in writing and signed by
          Executive and by a duly authorized officer of the Company. No waiver by either
          party hereto at any time of any breach by the other party hereto of, or
          compliance with, any condition or provision of this Agreement to be performed by
          such other party shall be deemed a waiver of similar or dissimilar provisions or
          conditions at the same or at any prior or subsequent time. 







         (b)       
          Failure by Executive or the Company to insist upon strict compliance with any
          provision of this Agreement or to assert any right Executive or the Company may
          have hereunder, including without limitation, the right of Executive to
          terminate employment for Good Reason, shall not be deemed to be a waiver of such
          provision or right or any other provision or right of this Agreement. 



         (c)       
          Except as otherwise specifically provided herein, the rights of, and benefits
          payable to, Executive, his estate or his beneficiaries pursuant to this
          Agreement are in addition to any rights of, or benefits payable to, Executive,
          his estate or his beneficiaries under any other employee benefit plan or
          compensation program of the Company. 



         (d)       
          If any amounts which are required or determined to be paid or payable or
          reimbursed or reimbursable to the Executive under this Agreement (or, following
          a Change in Control, under any other plan, agreement, policy or arrangement with
          the Company) are not so paid promptly at the times provided hereon or therein,
          such amounts shall accrue interest at an annual percentage rate of ten percent
          (10%) from the date such amounts were required or determined to have been paid
          or payable or reimbursed or reimbursable to the Executive until such amounts and
          any interest accrued thereon are finally and fully paid; provided, however, that
          in no event shall the amount of interest contracted for, charged or received
          hereunder exceed the maximum non-usurious amount of interest allowed by
          applicable law. 



         (e)       
          The Executive acknowledges receipt of a copy of this Agreement (together with
          any attachments hereto), which has been executed in duplicate and agrees that,
          with respect to the subject matter hereof, this is the entire agreement with the
          Company. This Agreement replaces and supercedes the Change in Control Severance
          Agreement between the parties dated the 16th day of February 2001. Any
          other oral or any written representations, understandings or agreements with the
          Company or any of its officers or representatives covering the same subject
          matter which are in conflict with this Agreement hereby are merged into and
          superseded by the provisions of this Agreement. Notwithstanding anything to the
          contrary in this Agreement, any payments made or benefits provided under this
          Agreement shall be an offset to the payments and/or benefits otherwise payable
          under any other agreement between Executive and the Company. 







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













	 	 	 
	 	 	GEVITY HR, INC.




	 	 	/s/ Gregory M. Nichols 
	 	Name:
Title:	  Gregory M. Nichols

    Senior Vice President and General Counsel