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Exhibit 99.1
AMENDMENT NUMBER ONE
TO THE
CHANGE IN CONTROL SEVERANCE
AGREEMENT
WHEREAS, Gevity HR, Inc. (“Company”) and
Erik Vonk (“Executive”) entered into a Change in
Control Severance Agreement (“Agreement”) as of
September 21, 2004;
WHEREAS, the Company and Executive desire to amend
the Agreement effective as of August 29, 2007 to bring the
Agreement into compliance with Section 409A of the Internal
Revenue Code;
NOW THEREFORE, the Agreement is hereby amended as
follows effective August 29, 2007;
§ 1
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By amending Section 4(a), Qualifying Termination , to read as
follows:
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(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 no theretofore paid or deferred, and (B) any
accrued vacation pay, to the extent not theretofore paid;
plus
(ii) on the
first business day which is six (6) months and one (1) day after
Executive separates from service (within the meaning of Section
409A of the Internal Revenue Code (“Code”)), a lump sum
cash amount equal to a pro
rata portion of
Executive’s annual bonus for the fiscal year in which
Executive’s Date of Termination occurs, which portion shall
at least be equal to (A) Executive’s Bonus Amount, multiplied
by (B) 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 (C) any amounts paid from the
Company’s annual incentive plan for the fiscal year in which
Executive’s Date of Termination occurs; plus
(iii) on the
first business day which is six (6) months and one (1) day after
Executive separates from service (within the meaning of Section
409A of the Code, a lump-sum cash amount equal to (A) three (3)
times Executive’s highest annual rate of base salary during
the 12-month period immediately prior to
Executive’s Date of Termination, plus (B)
three (3) times Executive’s Bonus Amount.
(iv) in addition
to the payments set forth in Sections 4 (a)(i), (ii) and (iii) as
well as Section 5, any stock incentives (as defined in the stock
incentive plans maintained by th
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