EXHIBIT 10.1
GLOBAL PREFERRED HOLDINGS, INC.
LETTERHEAD
December 28, 2001
Mr. X. Xxxxxx Xxxxxxxx, Xx.
Xx. Xxxxxx X. Xxxxxxxxxx
World Leadership Group
0000 Xxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
RE: GLOBAL PREFERRED HOLDINGS, INC.
Gentlemen:
This letter confirms the agreement between Global Preferred Holdings,
Inc. (the "Company") and each of you regarding your service to the Company and
its wholly-owned subsidiary, Global Preferred Re (the "Subsidiary"), as
officers and directors of the Company and the Subsidiary.
You have advised the Company of your resignations as executive
officers of the Company and the Subsidiary effective as of the close of
business on December 28, 2001, and with respect to Xx. Xxxxxxxx, your
resignation as Director and Chairman of the Board of the Company and Director
and Chairman of the Board of the Subsidiary. It is our understanding that Xx.
Xxxxxxxxxx has agreed to continue to serve as a Director of both the Company
and the Subsidiary. The Company accepts these resignations.
In recognition of your years of dedicated service and invaluable
contributions to the growth and nurturing of the Company and the Subsidiary,
the Company desires and agrees to undertake the following:
(i) To Xx. Xxxxxxxx, in recognition of his valuable leadership as
Chairman of the Board and Chief Executive Officer of the Company and
as Chairman of the Board and Chief Executive Officer of Global
Preferred Re, and subject to approval by the Board of Directors of the
Company, the Company agrees to grant to Xx. Xxxxxxxx, upon successful
completion of a firm commitment underwritten registered public
offering of common stock by the Company, provided such offering is
completed before December 31, 2003, options to purchase 100,000 shares
of the Company's common stock which shall be exercisable for a period
of five (5) years at an exercise price equal to the initial offering
price of shares sold in such public offering. The 100,000 options may,
at the Company's election, be granted in one option or divided into
two or more substantially identical options, totaling 100,000 shares,
in the aggregate; and
(ii) To Xx. Xxxxxxxxxx, in recognition of his years of service and
dedication as Executive Vice President and Secretary of the Company
and as Executive Vice-President of the Subsidiary, and subject to
approval by the Board of Directors of the Company, the Company agrees
to grant Xx. Xxxxxxxxxx, upon successful completion of a firm
commitment underwritten registered public offering of common stock by
the Company, provided such offering is completed before December 31,
2003, an option to purchase 35,000 shares of the Company's common
stock pursuant to terms and provisions of the Company's Directors
Plan, as such plan, and the terms thereof, are approved by the Board
of Directors of the Company.
-1-
Please acknowledge the understanding and agreement stated above by
executing a copy of this letter and returning the original executed copy to me
while retaining copies for your records.
Thank you again for your years of dedicated support of the Company.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx
Director
/s/ Xxxxxx X. XxXxxxxx
----------------------------------------
Xxxxxx X. XxXxxxxx
President and Chief Financial Officer
Xxxxxx and acknowledged on this 28 day of December 2001.
/s/ X. Xxxxxx Xxxxxxxx, Xx.
----------------------------------------
X. Xxxxxx Xxxxxxxx, Xx.
/s/Xxxxxx X. Xxxxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxxxx
-2-
