EXHIBIT 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
OF XXXXXXX X. XXXXX
THIS FIRST AMENDMENT to that certain Employment Agreement ("Original
Agreement") dated as of March 4, 2002, by and between Global Preferred Holdings,
Inc., a Delaware corporation (the "Company") and Xxxxxxx X. Xxxxx ("You" or
"Your", and together with the Company, collectively referred to as the
"Parties") is made effective as of the 30th day of July, 2002 between the
Parties.
WITNESSETH:
WHEREAS, the Parties desire to modify certain terms of the Original
Agreement, as set forth in this Amendment;
NOW THEREFORE, in consideration of the mutual premises contained
herein, and for other good and valuable consideration, the receipt and adequacy
of which are acknowledged by the Parties hereto, the Parties, intending to be
legally bound, hereby agree as follows:
1. Defined Terms. All defined terms in the Original Agreement
shall have the same meaning herein unless the context requires otherwise or
unless redefined herein.
2. Amendment. Sections 5B and 5C of the Original Agreement shall
be amended by deleting such sections in their entirety and replacing them with
the following:
"5B. If, within ninety (90) days following a Change
of Control, this Agreement terminates for the reasons set
forth in sub-sections 4F or 4G of this Agreement, then the
Company shall pay You a separation payment equal to three (3)
months Base Salary in effect as of the date of termination,
payable over a period of three (3) months in accordance with
the Company's normal payroll practices (or at the election of
the Company, payable as a lump sum payment), and any prorated
Bonus payments (to the extent earned by You prior to Your
termination date). For each month of service after three
months, the forgoing separation payment shall be increased by
one month Base Salary, with a maximum separation payment
equal to twelve (12) months Base Salary in effect as of the
date of termination, payable over a period of twelve (12)
months in accordance with the Company's normal payroll
practices (or at the election of the Company, payable as a
lump sum payment). However, notwithstanding the forgoing, if
the aggregate amounts payable to You pursuant to this Section
5B, together with any other payments made to You or on Your
behalf by the Company as a result of such Change of Control,
would cause You to receive aggregate "parachute payments" (as
defined in Section 280G(b)(2)(A) of the Internal Revenue Code
of 1986, as amended (the "Code")) exceeding three (3) times
Your "base amount" (as defined in Section 280G(b)(3) of the
Code), then the aggregate amounts payable to You pursuant to
this Section 5B shall be reduced until Your
aggregate "parachute payments" do not exceed three (3) times
Your "base amount."
"5C. If this Agreement terminates for the reasons
set forth in sub-sections 4F or 4G of this Agreement (other
than under the circumstances described in Section 5B), then
the Company shall pay You a separation payment equal to Your
Base Salary in effect as of the date of termination for three
(3) months, payable over a period of three (3) months in
accordance with the Company's normal payroll practices (or at
the election of the Company, payable as a lump sum payment),
and any prorated Bonus payments (to the extent earned by You
prior to Your termination date). For each month of service
after three months, the forgoing separation payment shall be
increased by one month Base Salary, with a maximum separation
payment equal to twelve (12) months Base Salary in effect as
of the date of termination, payable over a period of twelve
(12) months in accordance with the Company's normal payroll
practices (or at the election of the Company, payable as a
lump sum payment)."
3. Choice of Law. This Amendment will be governed by the internal
law, and not the laws of conflicts, of the State of Georgia.
4. Remaining Provisions. All other terms and conditions of the
Original Agreement not modified by this Amendment shall remain as originally set
forth in the Original Agreement.
5. Counterparts. This Amendment may be executed in multiple
counterparts with the same effect as if all signing parties had signed the same
document. All counterparts shall construed together and constitute the same
instrument.
SIGNATURES BEGIN ON THE NEXT PAGE.
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the day and year first above written.
GLOBAL PREFERRED HOLDINGS, INC.:
By: /s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
Chief Executive Officer
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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