sc13d

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/a4/PMNmAZs6a8G5stlObmo014wbPM+xsFmdd8MbjZO9W23I2FBq6mMBYPXpc53 58Qi4EjJfqM1ArPRHzQf9w== 0000950134-09-004714.txt : 20090306 0000950134-09-004714.hdr.sgml : 20090306 20090306165456 ACCESSION NUMBER: 0000950134-09-004714 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090306 DATE AS OF CHANGE: 20090306 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEVITY HR INC CENTRAL INDEX KEY: 0001035185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 650735612 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53043 FILM NUMBER: 09663593 BUSINESS ADDRESS: STREET 1: 9000 TOWN CENTER PARKWAY CITY: BRADENTON STATE: FL ZIP: 34202 BUSINESS PHONE: 9417414300 MAIL ADDRESS: STREET 1: 9000 TOWN CENTER PARKWAY CITY: BRADENTON STATE: FL ZIP: 34202 FORMER COMPANY: FORMER CONFORMED NAME: STAFF LEASING INC DATE OF NAME CHANGE: 19970306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRINET GROUP INC CENTRAL INDEX KEY: 0000937098 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943081033 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1100 SAN LEANDRO BLVD., STE. 300 CITY: SAN LEANDRO STATE: CA ZIP: 94577 BUSINESS PHONE: 5103525000 MAIL ADDRESS: STREET 1: 1100 SAN LEANDRO BLVD., STE. 300 CITY: SAN LEANDRO STATE: CA ZIP: 94577 FORMER COMPANY: FORMER CONFORMED NAME: TRINET EMPLOYER GROUP INC DATE OF NAME CHANGE: 20000126 SC 13D 1 f51716sc13d.htm SCHEDULE 13D sc13d

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ___)¹

GEVITY HR, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

374393106

(CUSIP Number)


Greg Hammond, Esq. TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577 (510) 352-5000		copies to: Craig D. Jacoby, Esq. Cooley Godward Kronish LLP 101 California Street, 5th Floor San Francisco, CA 94111 (415) 693-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notice and Commissions)

March 4, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


¹		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provide in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		374393106	13D	Page		2		of		8	Pages

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

TriNet Group, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,303,419

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

3,303,419

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,303,419

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.3%

TYPE OF REPORTING PERSON

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material To Be Filed as Exhibits
Item 8. Signature
EX-2.2

Item 1. Security and Issuer

The statement contained in this Schedule 13D (this “Schedule 13D”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”) of Gevity HR, Inc. (“Gevity HR”). The principal executive offices of Gevity HR are located at 9000 Town Center Parkway, Bradenton, FL 34202.

Item 2. Identity and Background

This Schedule 13D is being filed by TriNet Group, Inc., a Delaware corporation (“TriNet Group”), a privately owned provider of payroll, benefits and human resource outsourcing services. The address of the principal office of TriNet Group is 1100 San Leandro Boulevard, Suite 300, San Leandro, CA 94577.

Set forth in Schedule I to this Schedule 13D is the name, and present principal occupation or employment and citizenship of each of TriNet Group’s executive officers and directors and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the past five years, neither TriNet Group nor, to TriNet Group’s knowledge, any person named in Schedule I to this Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, neither TriNet Group nor, to TriNet Group’s knowledge, any person named in Schedule I to this Schedule 13D, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws.

As of the date of this filing, GA TriNet, LLC (“GA TriNet”), an affiliate of General Atlantic LLC, a Delaware limited liability company (“GA LLC”), is TriNet Group’s majority stockholder and may be deemed to control TriNet. information regarding GA TriNet and GA LLC that is responsive to Items 2 through 6 of this Schedule 13D is contained in GA LLC’s Schedule 13-D/A filed on the date of filing of this Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Not applicable.

Item 4. Purpose of Transaction

(a), (b) TriNet Group is a party to that certain Agreement and Plan of Merger, dated as of March 4, 2009 (the “Merger Agreement”), by and among Gevity HR, Gin Acquisition, Inc., a Florida corporation and a wholly-owned subsidiary of TriNet Group (“Merger Sub”), and TriNet Group. Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub shall be merged with and into Gevity HR (the “Merger”) in accordance with the Florida Business Corporation Act. Following the Merger, the separate corporate existence of Merger Sub shall cease and Gevity HR shall continue as the surviving corporation and a wholly owned subsidiary of TriNet Group. Pursuant to and subject to the terms and conditions of the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger will be automatically converted into the right to receive $4.00 in cash.

Concurrently with the execution of the Merger Agreement, ValueAct Capital Master Fund, L.P., ValueAct Capital Master Fund III, L.P. and Todd Bourell (each, a “ValueAct Shareholder,” and collectively, the “ValueAct Shareholders”) and TriNet Group entered into a Voting Agreement, dated as of March 4, 2009 (the “Voting Agreement”). The ValueAct Shareholders collectively own 13.3% of the outstanding shares of Gevity HR common stock. Under the Voting Agreement, the ValueAct Shareholders agreed to vote (or cause to be voted), in person or by proxy, all the shares of Gevity HR common stock held by the ValueAct Shareholders (i) in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (ii) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Gevity HR contained in the Merger Agreement or of the ValueAct Shareholders contained in the Voting Agreement, and (iii) except with the written consent of TriNet Group, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal (as defined in the Merger Agreement); or (B) any other action or proposal, involving Gevity HR or any subsidiary of Gevity HR that would reasonably be expected to prevent or materially impede, interfere with, delay, postpone or adversely affect the Merger or any other transaction contemplated by the Merger Agreement.

Pursuant to the Voting Agreement, the ValueAct Shareholders also granted and appointed TriNet Group and certain officers of TriNet Group, in their capacities as such, as their irrevocable proxy and attorney-in-fact (with the full power of substitution and resubstitution) to vote the shares of Gevity HR common stock held by the ValueAct Shareholders as indicated in the Voting Agreement. The proxy so granted will terminate upon any termination of the Voting Agreement in accordance with its terms. The Voting Agreement terminates on the date that is the earliest of (i) the Effective Time (as defined in the Merger Agreement), (ii) the termination of the Merger Agreement in accordance with its terms, (iii) written notice of termination of the Voting Agreement by TriNet Group to the ValueAct Shareholders or (iv) the amendment of the Merger Agreement to provide for a reduction in the amount of the Merger Consideration or a change in the form of the Merger Consideration. References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreement as set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreement, included as Exhibits 2.1 and 2.2, respectively, to this Schedule 13D, which are incorporated herein in their entirety where such references and descriptions appear.

(d) On consummation of the Merger, the board of directors of the Merger Sub immediately prior to the effective time of the Merger will become the directors of the Surviving Corporation (as defined in the Merger Agreement), until their respective successors are duly elected or appointed and qualified. On consummation of the Merger, the officers of the Merger Sub immediately prior to the effective time of the Merger will become the initial officers of the Surviving Corporation, until their respective successors are duly appointed. TriNet Group will appoint each of the directors and officers of Merger Sub.

(e) Other than as a result of the Merger described in Item 3 and Item 4 above, not applicable.

(f) Upon consummation of the Merger, Gevity HR will become a wholly owned subsidiary of TriNet Group.

(g) On consummation of the Merger, the Articles of Incorporation of Gevity HR will be amended and restated in its entirety to be identical to the Articles of Incorporation of Merger Sub, as in effect immediately prior to the effective time of the Merger (except that the name of Gevity HR will remain Gevity HR, Inc.), and such Articles of Incorporation of Gevity HR, as so amended and restated,

will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with the Florida Business Corporation Act and such Articles of Incorporation. On consummation of the Merger, the Bylaws of Merger Sub, as in effect immediately prior to the Merger, will be, at the effective time of the Merger, the Bylaws of the Surviving Corporation until thereafter amended in accordance with the Florida Business Corporation Act, the Articles of Incorporation of Gevity HR and such Bylaws.

(h) – (i) In connection with the consummation of the Merger, the Gevity HR common stock will be deregistered under the Securities Exchange Act of 1934, as amended, and delisted from the Nasdaq Global Select Market.

(j) Other than as described above, TriNet Group currently has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a) – (i) of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) – (b) As a result of the Voting Agreement, TriNet Group may be deemed to be the beneficial owner of at least 3,303,419 shares of Common Stock, as of March 4, 2009. Such shares constitute approximately 13.3% of the issued and outstanding shares of Common Stock. TriNet Group also may be deemed to have shared voting power with respect to the foregoing shares with respect to those matters described above. However, TriNet Group is not entitled to any rights as a shareholder of Gevity HR with respect to the foregoing shares, and disclaims beneficial ownership of such shares.

The two individuals listed on Schedule I to this Schedule 13D whose names are marked with an asterisk (the “GA Managing Directors”) are managing directors of GA LLC. As of the date of this filing, HR Acquisitions, LLC (“HR Acquisitions”), an affiliate of GA LLC, beneficially owns approximately 9.0% of the outstanding shares of Gevity HR’s common stock. In addition, GA TriNet, another affiliate of GA LLC and an affiliate of HR Acquisitions, is TriNet Group’s majority stockholder. Each GA Managing Director disclaims beneficial ownership of the shares owned by HR Acquisitions except to the extent of his pecuniary interest in them. To the knowledge of TriNet Group, other than as set forth above, no person listed on Schedule I to this Schedule 13D has an equity or other ownership interest in Gevity HR. Set forth on Schedule II to this Schedule 13D are the names of the ValueAct Shareholders and the number of shares of Common Stock beneficially owned by each such entity. Set forth on Schedule III to this Schedule 13D is, to the knowledge of TriNet Group, the respective present principal occupation or employment, including the name, principal business and address of any corporation or other organization in which such employment is located conducted, of each person with whom TriNet Group shares the power to vote or to direct the vote or to dispose or direct the disposition of Common Stock.

(d) To the knowledge of TriNet Group, the ValueAct Shareholders have the right to receive, or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Gevity HR common stock beneficially owned by TriNet Group.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than as described in Item 4 above, to the best knowledge of TriNet Group, there are no contracts, understandings, arrangements, or relationships (legal or otherwise) giving the persons named in Item 2 and between such persons and any other person with respect to the securities of Gevity HR, including, but not limited to, transfer or voting of any of Gevity HR’s securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material To Be Filed as Exhibits


Exhibit No.		Description
2.1		Agreement and Plan of Merger dated as of March 4, 2009 among Gevity HR, Inc., TriNet Group, Inc. and Gin Acquisition, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Gevity HR, Inc. on March 6, 2009).

2.2		Voting Agreement dated as of March 4, 2009 between TriNet Group, Inc. and the stockholders listed on the signature page thereto.

[signature page follows]

Item 8. Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		March 6, 2009
		(Date)


		TRINET GROUP, INC.

		/s/ Douglas P. Devlin
		(Signature)


		Douglas P. Devlin, Chief Financial Officer and Chief Operating Officer (Name/Title)

Schedule I

Executive Officers and Directors of TriNet Group


	Title, Present Principal Occupation
Name, Employer and Address	or Employment	Citizenship
Burton M. Goldfield TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	President, Chief Executive Officer and Director, TriNet Group, Inc.	U.S.A.

Steve Carlson TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Chief Information Officer, TriNet Group, Inc.	U.S.A.

Lisa Crosby TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Vice President of Benefits, TriNet Group, Inc.	U.S.A.

Douglas P. Devlin TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Chief Financial Officer and Chief Operating Officer, TriNet Group, Inc.	U.S.A.

Lyle DeWitt TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Vice President of Finance, TriNet Group, Inc.	U.S.A.

Greg Hammond, Esq. TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Chief Legal Officer, TriNet Group, Inc.	U.S.A.

Jack Midgley TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Vice President of Products, TriNet Group, Inc.	U.S.A.

Jay Pimentel, Esq. TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Associate General Counsel, TriNet Group, Inc.	U.S.A.

Steve Roop TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Vice President of Marketing, TriNet Group, Inc.	U.S.A.

Jim Smith TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Vice President of Operations, TriNet Group, Inc.	U.S.A.


	Title, Present Principal Occupation
Name, Employer and Address	or Employment	Citizenship
Mike Triantos TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Vice President of Field Operations, TriNet Group, Inc.	U.S.A.

Martin Babinec TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Chairman, TriNet Group, Inc.	U.S.A.

H. Raymond Bingham* General Atlantic Service Company, LLC 228 Hamilton Avenue Palo Alto, CA 94301	Director, TriNet Group, Inc. Managing Director of General Atlantic LLC	U.S.A.

H. Lynn Hazlett TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Director, TriNet Group, Inc. Managing Partner of RxD Citrus Ltd. and AMI Bayshore Developer LLC, President of Bear Two, LLC, BBC Member Services LLC and Bay Side Resorts, LLC	U.S.A.

David C. Hodgson* General Atlantic Service Company, LLC 3 Pickwick Plaza Greenwich, CT 06830	Director, TriNet Group, Inc. Managing Director of General Atlantic LLC	U.S.A.

Anthony V. Martin TriNet Group, Inc. 1100 San Leandro Boulevard, Suite 300 San Leandro, CA 94577	Director, TriNet Group, Inc. Retired.	U.K.

Schedule II

Specified Stockholders and Percentage of Gevity HR Common Stock


	Number of Shares of		Percentage of
	Gevity HR Common		Outstanding
	Stock Beneficially		Gevity HR Shares
Specified Stockholder	Owned		Common Stock(1)
ValueAct Capital Master Fund, L.P.		2,985,426		12.1	%
ValueAct Capital Master Fund III, L.P.		305,900		1.2	%
Todd Bourell		12,093		0.1	%


(1)		Based upon 24,690,272 shares of Common Stock.

Schedule III

Employment Information of Specified Stockholders


Specified Stockholder	Principal Occupation or Employment	Name and Address of Employer

TriNet Group, Inc.	leading provider of payroll, benefits and human resource outsourcing services	1100 San Leandro Boulevard Suite 300 San Leandro, CA 94577

ValueAct Shareholders	Venture capital and similar investments	435 Pacific Avenue, Fourth Floor San Francisco, CA 94133

Exhibit Index


Exhibit No.		Description
2.1		Agreement and Plan of Merger dated as of March 4, 2009 among Gevity HR, Inc., TriNet Group, Inc. and Gin Acquisition, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Gevity HR, Inc. on March 6, 2009).

2.2		Voting Agreement dated as of March 4, 2009 between TriNet Group, Inc. and the stockholders listed on the signature page thereto.

EX-2.2 2 f51716exv2w2.htm EX-2.2 exv2w2

Exhibit 2.2

EXECUTION VERSION

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of March 4, 2009 (this “Agreement”), is entered into by and between TriNet Group, Inc., a Delaware corporation (“TriNet”), and the stockholders listed on Schedule I hereto (the listed stockholders are referred to collectively herein as the “Stockholders”).

WHEREAS, concurrently with the execution of this Agreement, TriNet, Gin Acquisition, Inc., a Florida corporation and a wholly-owned subsidiary of TriNet (“Merger Sub”), and Gevity HR, Inc., a Florida corporation (“Gevity”), are entering into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will merge with and into Gevity (the “Merger”);

WHEREAS, as of the date of this Agreement, each Stockholder is the Beneficial Owner of the number of shares of common stock, par value $0.01 per share, of Gevity (“Gevity Common Stock”) set forth on Schedule I hereto opposite such Stockholder’s name (collectively, the “Owned Shares” and, together with any shares of Gevity Common Stock with respect to which such Stockholder acquires Beneficial Ownership during the period from and including the date of this Agreement and up to the termination of this Agreement in accordance with its terms (the “Voting Period”), whether by purchase or upon exercise of options, warrants, conversion of other convertible securities or otherwise, are collectively referred to herein as the “Covered Shares”); and

WHEREAS, as an inducement and a condition to entering into the Merger Agreement, TriNet has required that the Stockholders enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Certain Definitions. In addition to the terms defined elsewhere herein, each capitalized term used and not defined herein shall have the meaning ascribed to such term in the Merger Agreement. For purposes of this Agreement:

(a) “Beneficial Owner” means, with respect to a Covered Share, any Person who, directly or indirectly, through any contract, relationship or otherwise, has or shares (i) the power to vote, or to direct the voting of, such Covered Share, (ii) the power to dispose of, or to direct the disposition of, such Covered Share or (iii) the ability to profit or share in any profit derived from a transaction in such Covered Share, and the term “Beneficially Owned” shall be construed accordingly.

(b) “Termination Date” means the date that is the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) written notice of termination of this Agreement by TriNet to the Stockholders

or (iv) the amendment of the Merger Agreement to provide for a reduction in the amount of the Merger Consideration or a change in the form of the Merger Consideration.

2. Agreement to Vote.

(a) Each Stockholder hereby agrees that, during the Voting Period, at any duly called meeting of the stockholders of Gevity (or any adjournment or postponement thereof) (each, a “Gevity Voting Event”), such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at the meeting, in person or by proxy, or otherwise cause its Covered Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote (or cause to be voted), in person or by proxy, all its Covered Shares (i) in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (ii) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Gevity contained in the Merger Agreement or of the Stockholders contained in this Agreement, and (iii) except with the written consent of TriNet, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal; or (B) any other action or proposal, involving Gevity or any subsidiary of Gevity (each a “Gevity Subsidiary”) that would reasonably be expected to prevent or materially impede, interfere with, delay, postpone or adversely affect the Merger or any other transaction contemplated by the Merger Agreement.

(b) For the avoidance of doubt, each Stockholder agrees that, during the Voting Period, the obligations of such Stockholder specified in Section 2(a) shall not be affected by (i) any Change of Board Recommendation or (ii) any breach by Gevity of any of its representations, warranties, agreements or covenants set forth in the Merger Agreement.

(c) Except as set forth in clauses (a) and (b) of this Section 2, the Stockholders shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of Gevity at any Gevity Voting Event.

3. Grant of Proxy. IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, EACH STOCKHOLDER HEREBY GRANTS TO AND APPOINTS TRINET AND EACH OF DOUGLAS DEVLIN AND GREGORY L. HAMMOND, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF TRINET, ITS IRREVOCABLE PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 2. EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES AND POWERS OF ATTORNEY WITH RESPECT TO SUCH STOCKHOLDER’S COVERED SHARES OR ANY OTHER VOTING SECURITIES OF GEVITY THAT RELATE TO

THE ADOPTION OF THE MERGER AGREEMENT AND THE OTHER MATTERS SET FORTH IN SECTION 2. TRINET AND EACH STOCKHOLDER ACKNOWLEDGE THAT THIS PROXY SHALL BE VALID UNTIL THE TERMINATION DATE, IRRESPECTIVE OF THE AMOUNT OF TIME ELAPSED FROM THE DATE HEREOF TO THE TERMINATION DATE.

4. Termination. This Agreement shall automatically terminate, and none of TriNet or Stockholders shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect upon the Termination Date. The termination of this Agreement shall not prevent either party hereunder from seeking any remedies (at law or in equity) against the other party hereto or relieve such party from liability for such party’s willful or intentional breach of any terms of this Agreement.

5. Representations and Warranties.

(a) Representations and Warranties of TriNet. TriNet hereby represents and warrants to each Stockholder as follows:

(i) Organization and Authority. TriNet is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of TriNet. This Agreement has been duly and validly executed and delivered by TriNet, and, assuming due authorization, execution and delivery by the Stockholders, is a legal, valid and binding obligation of TriNet, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii) Consents; No Conflicts. Except as contemplated by the Merger Agreement, the execution and delivery of this Agreement by TriNet will not (A) conflict with any provision of the certificate of incorporation or bylaws of TriNet, (B) violate any Law applicable to TriNet, or (C) require any clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority.

(b) Representations and Warranties of the Stockholders. The Stockholders hereby jointly and severally represent and warrant to TriNet as follows:

(i) Ownership of Instruments. As of the date of this Agreement, each Stockholder is the Beneficial Owner of the Owned Shares set forth on Schedule I opposite such Stockholder’s name. As of the date of this Agreement, the Owned Shares are the only Shares of Gevity owned of record or Beneficially Owned by such Stockholder. Except for Liens created under this Agreement and Liens that will be

released at Closing and will not affect any Stockholder’s ability to comply with its obligations under this Agreement, each Stockholder has good title to the Owned Shares, free and clear of Liens, proxies, powers of attorney, voting trusts or agreements and will have, subject to Section 9, good title to the Covered Shares as of the time of any Gevity Voting Event, free and clear of Liens, proxies, powers of attorney, voting trusts or agreements. Each Stockholder further represents that any proxies given in respect of the Covered Shares, if any, have been revoked.

(ii) Organization and Authority. Each Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite or power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership, limited liability company or other action of each Stockholder. This Agreement has been duly and validly executed and delivered by each Stockholder, and, assuming due authorization, execution and delivery by TriNet, is a legal, valid and binding obligation of each Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(iii) Consents; No Conflicts. Except as contemplated by the Merger Agreement, the execution and delivery of this Agreement by each Stockholder will not (A) conflict with any provision of the certificate of incorporation or bylaws or other similar organizational documents of such Stockholder, (B) result in any violation of or default or loss of a benefit under or require any consent under, or permit the acceleration or termination of any obligation under, any agreement or other instrument to which such Stockholder is a party, (C) violate any Law applicable to such Stockholder or (D) require any clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority.

6. Disclosure. The parties hereby agree and acknowledge that Gevity may publish and disclose in the Proxy Statement (including all documents and schedules filed with the SEC) and in any press release or other disclosure document in which Gevity reasonably determines in its good faith judgment that such disclosure is required by Law in connection with the Merger and any transactions related thereto, each Stockholder’s name and ownership of Gevity Common Stock and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement. The parties further agree and acknowledge that the Stockholders and TriNet (and Affiliates of TriNet) may file this Agreement as an exhibit to, and describe this Agreement in, a Schedule 13D (or an amendment thereto).

7. Further Agreements of Stockholders. The Stockholders hereby jointly and severally agree, while this Agreement is in effect, not to (a) except as set forth in Section 9 hereof, sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any

contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Covered Shares, (b) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust, enter into a voting agreement with respect to any Covered Shares or participate, directly or indirectly, in the “solicitation” of any “proxies” (as such terms are used in the rules of the SEC) from any person to vote in a manner which would be inconsistent with or violative of the provisions and agreements contained in this Agreement, (c) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (d) take any action that the Company is prohibited from taking pursuant to Section 6.04 of the Merger Agreement.

8. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) no Stockholder makes any agreement or understanding herein in any capacity other than in its capacity as a record holder or Beneficial Owner of Covered Shares and (b) nothing herein shall be construed to limit or affect any action or inaction by any Affiliate, officer, director or direct or indirect equityholder of any Stockholder acting in his or her capacity as a director of Gevity.

9. Permitted Transfers. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer any or all of the Covered Shares in accordance with provisions of applicable Law to any Person that is an Affiliate of such Stockholder; provided, however, that, prior to and as a condition to the effectiveness of such transfer, each Person to which any of such Covered Shares or any interest in any of such Covered Shares is or may be transferred (each a “Transferee”) shall have executed and delivered to TriNet a counterpart of this Agreement. Upon executing and delivering to TriNet a counterpart of this Agreement, a Transferee shall be a Stockholder for all purposes hereunder.

10. Reliance by TriNet. Each Stockholder understands and acknowledges that TriNet is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Stockholder.

11. Appraisal Rights. Each Stockholder acknowledges and agrees that it does not have, or in any event, agrees not to exercise, any appraisal or dissenters’ rights with respect to any Covered Shares, pursuant to the Florida Business Corporation Act (the “FBCA”), including pursuant to Section 607.1302(2)(d) of the FBCA, or any other provision of Law, in connection with the Merger, the Other Transactions or the approval of the Merger Agreement.

12. . Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified except by an instrument in writing signed by each of the parties hereto.

13. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally, or by

telecopy or telefacsimile, upon confirmation of receipt, (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service or (c) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to TriNet:

TriNet Group, Inc.
San Leandro, CA 94577
1100 San Leandro Blvd., Suite 300
Attention: Gregory L. Hammond
Facsimile No.: (510) 315-1111
Email: legal@trinet.com

with a copy to:

Cooley Godward Kronish LLP
101 California Street, 5th Floor
San Francisco, CA 94111-5800
Attention: Craig Jacoby
Facsimile No.: (415) 693-2222
Email: cjacoby@cooley.com

and with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Matthew W. Abbott
Facsimile No.: (212) 757-3990
Email: mabbott@paulweiss.com

If to ValueAct:

ValueAct Capital Partners
435 Pacific Avenue
4th Floor
San Francisco, CA 94133
Attention: Allison Bennington
Facsimile No.: (415) 362-5727
Email: abennington@valueact.com

with a copy to:

Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104-2808
Attention: Christopher G. Karras
Facsimile No.: (215) 994-2222
Email: christopher.karras@dechert.com

14. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Notwithstanding the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

15. Entire Agreement. This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person not a party to this Agreement any rights, benefits or remedies of any nature whatsoever.

16. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other party, and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

17. Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, without the necessity of posting a bond in respect of any such action, this being in addition to any other remedy to which they are entitled at law or in equity.

18. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF

DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT THAT THE FBCA MAY BE REQUIRED TO BE APPLIED. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware in respect of all matters arising out of or relating to this Agreement the interpretation and enforcement of the provisions of this Agreement, and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 13 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

19. Headings. The descriptive headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument. This Agreement shall not become effective as to any party hereto until such time as this Agreement or a counterparty thereof has been executed and delivered by each party hereto. Any counterpart may be delivered through electronic means.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


TRINET GROUP, INC.
By:	/s/ Douglas P. Devlin
	Name:	Douglas P. Devlin
	Title:	Chief Financial Officer and Chief Operating Officer

STOCKHOLDERS ValueAct Capital Master Fund, L.P.
By:	VA Partners I, LLC, its General Partner


By:	/s/ George F. Hamel, Jr.
	Name:	George F. Hamel, Jr.
	Title:	Chief Operating Officer

ValueAct Capital Master Fund III, L.P.
By:	VA Partners III, LLC, its General Partner


By:	/s/ George F. Hamel, Jr.
	Name:	George F. Hamel, Jr.
	Title:	Chief Operating Officer


/s/ Todd F. Bourell
Todd Bourell

[Signature Page to Voting Agreement]

SCHEDULE I


GEVITY COMMON STOCK
STOCKHOLDER		TOTAL NUMBER OF SHARES

ValueAct Capital Master Fund, L.P.		2,985,426
ValueAct Capital Master Fund III, L.P.		305,900
Todd Bourell		12,093 (restricted shares)

-----END PRIVACY-ENHANCED MESSAGE-----

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