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Exhibit 10.1
SEPARATION AGREEMENT AND
FULL AND FINAL RELEASE OF CLAIMS
This Separation Agreement and Full
and Final Release of Claims ("Agreement") is made and entered into
between Roy C. King ("Mr. King" or "Employee") and Gevity HR,
Inc. ("Gevity" or "Employer").
1. SEVERANCE
. Mr. King and Gevity have mutually agreed to end their
employment relationship, effective October 13, 2006
("Severance Date"). In resolution of their employment relationship,
Mr. King and Gevity have agreed to the terms below.
2. CONSIDERATION
. In consideration of his decision to enter into this
Agreement, Gevity agrees to provide Mr. King with severance
totaling $520,000 payable in equal payments on Gevity’s
regular payroll periods, beginning on the first payroll period
following the date on which the Agreement is fully executed, and
continuing until the last payroll period in December, 2006.
Notwithstanding anything in this Agreement to the contrary, Gevity
may accelerate the timing of any payments to Mr. King under
this Agreement in the event Gevity determines in its sole
discretion that such acceleration could minimize or eliminate the
risk that any payment to Mr. King hereunder would be deemed to
violate Section 409A of the Internal Revenue Code.
Tax and all other applicable
withholdings and deductions will be applied to the payments made
under this Paragraph. Furthermore, Gevity’s obligations under
Paragraph 2 are conditioned upon Mr. King’s execution of
this Agreement.
3. NO OBLIGATION
. Mr. King acknowledges and agrees that the monies and
benefits set forth in Paragraph 2 represent good, valuable and
sufficient consideration for the mutual promises and duties set
forth in this Agreement.
4. FULL AND FINAL
RELEASE . In consideration for the payments being provided
to him above, Mr. King, for himself, attorneys, heirs,
executors, administrators, successors and assigns, fully, finally
and forever releases and discharges Gevity, all parent, subsidiary
and/or affiliated companies, as well as its and their successors,
assigns, officers, directors, agents, representatives, attorneys,
stockholders, insurers, employees and employee benefit plans or
programs (and the trustees, administrators, fiduciaries, and
insurers of such plans or programs), and any other person acting
by, through, under, or in concert with any of the persons or
entities listed in this section (all of whom are referred to
throughout this Agreement as "Gevity" or "Employer"), of and from
all known and unknown claims, demands, actions, causes of action,
suits, damages, losses, and expenses, of any and every nature
whatsoever, as a result of any alleged acts or omissions by Gevity
occurring up through and including the date on which Mr. King
executes this Agreement. By way of illustration only, this full and
final waiver and release includes any and all claims of alleged
employment discrimination, harassment and/or retaliation under the
Age Discrimination in Employment Act, Title VII of the Civil
Rights
Act of 1964, the Americans with Disabilities Act, the Florida
Civil Rights Act, and any and all other federal, state or local
antidiscrimination statutes, rules, ordinances, or regulations; any
and all claims for alleged wrongful discharge, retaliation,
negligent or intentional infliction of emotional distress, breach
of contract, and fraud; any and all claims for compensation,
bonuses, commissions, lost wages or unused accrued vacation or sick
pay; any and all claims for severance or similar benefits or to
post-employment health or group insurance benefits; any and all
claims for attorneys’ fees, costs or indemnification; and any
and all other claims resulting from any alleged unlawful behavior
or conduct by Gevity, the existence of which is specifically denied
by Gevity.
Nothing in this Agreement is
intended to waive Mr. King’s right to enforce this
Agreement, or Mr. King’s entitlement to vested benefits
under any 401(k) plan or other benefit plans provided by Gevity.
Finally, the above release does not waive claims that Mr. King
could make, if available, for unemployment or workers’
compensation, or any other claims that cannot by statute or
otherwise be released by private agreement.
5. NO CLAIMS
. Mr. King represents that neither he nor anyone on his
behalf has filed, nor assigned to others the right to file, nor are
there currently pending, any complaints, charges or lawsuits
against Gevity with any governmental agency, any court or with or
in any other forum, and that neither Mr. King nor anyone on
his behalf will file, assign to others the right to file, or make
any further claims against Gevity at any time for any alleged acts
or omissions covered by the release in Paragraph 4 above.
Mr. King agrees that in the event he (or anyone on his behalf)
asserts any claim or files any complaint, charge or lawsuit against
Gevity that is covered by the release in Paragraph 4 above,
Mr. King shall pay all of the attorneys’ fees, expenses
and costs incurred by Gevity in responding to such claim, complaint
or action.
6. CERTAIN
STATEMENTS; REFERENCES . Mr. King agrees that he has
not (including during the time period while this Agreement was
under consideration by Mr. King) and will not voluntarily
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