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EXHIBIT 2.2
EXECUTION COPY
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (the "Services Agreement")
is
entered into as of the 26th day of March,
2004, by and between GEVITY HR INC., a
Florida corporation with its principal
business address at 600 301 Boulevard
West, Suite 202, Bradenton, Florida 34205
("Purchaser"), and EPIX Holdings
Corporation, a Delaware corporation with
its principal address at 3710 Corporex
Drive, Suite 300, Tampa, Florida 33619
("Seller"). Purchaser and Seller are
sometimes hereinafter collectively referred
to as the "Parties."
WITNESSETH
WHEREAS, Purchaser and Seller have entered into an Asset
Purchase
Agreement dated March 26, 2004 ("Asset
Purchase Agreement") pursuant to which,
Purchaser has purchased the assets of the
professional employer organization
("PEO") business of Seller defined therein
as the "Acquired Assets";
WHEREAS, Purchaser desires that Seller provide, and Seller has
agreed
to provide, certain services to Purchaser
for an interim period beginning on the
Saturday following the date hereof as a
result of the purchase by Purchaser of
the Acquired Assets and to assist Purchaser
in matters of management and
operations; and
WHEREAS, Purchaser and Seller desire to set forth herein the
terms
under which the services will be
provided.
NOW THEREFORE, in consideration of the foregoing premises, the
mutual
promises set forth below and other good and
valuable consideration, the receipt
and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. DEFINITIONS
1.1 All terms not otherwise defined herein
shall have the meanings ascribed to
such terms in the Asset Purchase
Agreement.
2. TRANSITION SERVICES
2.1 Nature of Transition Services. During
the Term of this Services Agreement,
Seller shall provide to Purchaser those
services listed in Exhibit A, attached
hereto, with respect to the Acquired
Assets, which services were rendered by
Seller with respect to the Acquired Assets
prior to the Closing Date (the
"Transition Services"). Seller agrees
during the term of this Services Agreement
to provide the Transition Services in
accordance with the standard of
performance set forth in Section 2.2 below.
In the event that following the
Closing Date, a service not otherwise set
forth on Exhibit A is deemed necessary
by Purchaser and was performed by Seller
prior to the Closing Date, then Exhibit
A shall be amended to include such
services, so long as the Parties mutually
agree upon the cost to be charged by Seller
for such
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services and so long as the resources exist
at Seller to provide such services
after the Closing Date.
2.2 Standard of Performance. Seller will
devote commercially reasonable efforts
to deliver the same standard of performance
as Seller delivered in connection
with its operation of the Acquired Assets
prior to the Closing Date. Purchaser
may, from time to time, evaluate and review
Seller's performance hereunder, and
Seller will cooperate in any such
evaluation and review. The Parties will comply
with all applicable federal, state and
local laws, rules and regulations in all
matters relating to the performance of this
Services Agreement. All Transition
Services will be delivered in a manner
consistent with past operating,
accounting and reporting practices of
Seller. If any of the systems experience
operating difficulties, Seller will use its
commercially reasonable efforts to
promptly remedy such operating issues.
2.3 Required Personnel. Seller has
designated Tom Taylor as Purchaser's primary
contact and Jim O'Drobinak as Purchaser's
secondary contact with respect to the
Transition Services; provided, however,
that Seller may at any time designate
one or more individuals to replace Tom
Taylor or Jim O'Drobinak and serve as
Purchaser's primary and/or secondary
contact. Such designee(s) shall be
responsible for ensuring that the
Transition Services are available to
Purchaser. In addition, such designee(s)
shall coordinate with Purchaser to
ensure that Purchaser has access, as
defined herein, to all computer systems,
hardware and software that are required in
connection with the delivery of the
Transition Services. Purchaser has
designated Lisa Harris as Seller's primary
contact and Jason Morgan as Seller's
secondary contact with respect to the
Transition Services. A list of the
personnel Seller contemplates assigning to
provide the Transition Services is attached
hereto as Exhibit A together with
each employee's current annualized salary
and Seller's good faith estimate of
the amount and duration of such employee's
time allocable to performing the
Transition Services.
2.4 Purchase of Other Assets. On or before
May 1, 2004, Purchaser will advise
Seller of (a) any personnel appearing on
Exhibit A to whom Purchaser desires to
extend an offer of employment, (b) any
existing Seller office leases (other than
those designated in the Asset Purchase
Agreement) that Purchaser wishes to
sub-lease (in whole or in part), have
assigned or assume, and (c) any Seller PEO
assets dedicated to Seller's PEO business
that Purchaser wishes to purchase for
an amount not to exceed Seller's book
value. Purchaser and Seller will negotiate
in good faith regarding the sub-lease,
assignment or assumption of any such
leases and the purchase of any such assets.
Notwithstanding the foregoing,
nothing shall preclude Seller from
sub-leasing or assigning any such leases to
any other person, or selling any such
assets to any other person, prior to such
date.
3. COMPENSATION
3.1 Fees and Expenses. For and in
consideration of the Transition Services,
Purchaser shall pay Seller (i) the direct
costs described in Exhibit A hereto,
and (ii) the direct employee wages and
fringe benefit costs described in Exhibit
B hereto.
3.2 Payment Procedure. Seller shall pay
Purchaser or Purchaser shall pay Seller,
as the case may be, on or before each
periodic payroll processing run performed
by Purchaser for the benefit of Seller
under the terms of the Professional
Services Agreement, attached to the Asset
Purchase Agreement as Exhibit D
thereto, the net amount due either party
calculated as the
2
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difference between the total periodic
amount due Purchaser from Seller under the
terms of the Professional Services
Agreement and the total periodic amount due
Seller from Purchaser for Seller's
performance of Transition Services under the
terms described in Exhibits A and B hereto
which shall be invoiced on a payroll
period basis by Seller. All payments and
reimbursements due either party shall
be immediately paid by the owing party by
wir
