EXHIBIT 10.41
EMPLOYMENT AGREEMENT
(CHIEF EXECUTIVE OFFICER)
THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between Global
Preferred Holdings, Inc. ("Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("You" or "Your",
and together with the Company, collectively referred to as the "Parties"), is
entered into and effective as of the 1st day of January, 2002 (the "Effective
Date") (1). [(1) Unless otherwise indicated, all capitalized terms used in this
Agreement are defined in the "Definitions" section attached as Exhibit A.
Exhibit A has been incorporated by reference and is included in the Definition
of "Agreement."]
WHEREAS, the Company is engaged in the Business;
WHEREAS, the Company desires to employ You as Chief Executive Officer,
and You desire to accept said employment by the Company;
WHEREAS, Your position is a position of trust and responsibility with
access to Confidential Information, Trade Secrets and information concerning
employees and customers of the Company;
WHEREAS, the Trade Secrets and Confidential Information, and the
relationship between the Company and each of its employees and customers are
valuable assets of the Company and may not be converted to Your own use;
WHEREAS, the Company has agreed to employ You in exchange for Your
compliance with the terms of this Agreement; and
WHEREAS, the Company and You have agreed upon the terms and conditions
of Your employment with the Company and the Parties desire to express the terms
and conditions in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, it is agreed:
1. Employment and Duties.
A. Company shall employ You as Chief Executive Officer
in accordance with the terms and conditions set forth in this Agreement. You
accept employment on the terms set forth herein. You shall report to the Board
of Directors of the Company.
B. You shall have such duties as set forth on Exhibit B
("Duties") and as may otherwise be assigned to You by the Board of Directors of
the Company from time to time.
C. You agree to devote all necessary working time
required of Your position, to devote Your best efforts, skill, and energies to
promote and advance the business and/or interests of the Company, and to fully
perform Your obligations under this Agreement. During Your employment, You shall
not render services to any other entity, regardless of whether You receive
compensation, without the prior written consent of the Company. You may,
however, (i) engage in community, charitable, and educational activities, (ii)
manage Your personal investments, and (iii) with the prior written consent of
1
the Company, serve on corporate boards or committees, provided that such
activities do not conflict or interfere with the performance of Your obligations
under this Agreement or conflict with the interests of the Company.
D. As an officer of the Company, You owe a duty of care
and loyalty to the Company, as well as a duty to perform Your Duties in a manner
that is in the best interests of the Company.
E. You agree to comply with the policies and procedures
of the Company as may be adopted and changed from time to time, including those
described in the Company's employee handbook. Material changes to policies and
procedures may be made from time to time by the Board of Directors. If this
Agreement conflicts with such policies or procedures, this Agreement will
control.
2. Compensation.
A. Base Salary. During the term of this Agreement,
Company shall pay to You a base salary of $325,000 per year ("Base Salary"),
subject to all applicable withholdings. Your Base Salary may be adjusted
annually at the discretion of the Board of Directors, however these adjustments
may only be increases and not decreases. Your Base Salary shall be paid to You
in accordance with the Company's normal payroll practices.
B. Bonus. During the term of this Agreement, You will
receive an annual bonus if Your performance and the Company's performance meets
certain criteria established from year to year by the Company's Board of
Directors (the "Bonus"). You will not receive any Bonus if, due to termination
for Cause or upon your resignation for other than Good Reason, You are not
employed on the last day of the year for which the Bonus is to be paid,
otherwise the Bonus is to be prorated based on Your satisfaction of such
criteria as of Your termination date as determined by the Board of Directors in
its discretion. The Bonus will be subject to all applicable withholdings and
will be paid within sixty (60) days after the end of the calendar year.
C. Stock Options. As soon as possible after execution of
this Agreement, the Company will request that the Board of Directors grant You
an option to acquire 75,000 shares of the Company's common stock (the "Option"),
subject to successful completion of a firm commitment underwritten public
offering of common stock by the Company before December 31, 2003. The Option
shall be granted upon the effective date of such registration and the exercise
price of the Option shall be the price to the public of the common stock in such
offering. The Option will be subject to the terms and conditions of a Stock
Option Grant Certificate (the "Stock Option Certificate") to be prepared by the
Company and the Company's Stock Incentive Plan.
D. Executive Benefits. You shall be entitled to
participate in all benefit plans as shall be in effect for all executive level
personnel or applicable generally to employees of the Company from time to time,
subject to the terms and conditions of such plans and programs. You shall also
be entitled to reimbursement for all business travel and other out-of-pocket
expenses reasonably incurred by You in the performance of Your services pursuant
to this Agreement. All reimbursable expenses shall be appropriately documented
in reasonable detail by You upon submission of any request for reimbursement,
and in a format and manner consistent with Company's expense reporting policy.
You shall also be entitled to such other reasonable miscellaneous benefits as
the Board of Directors may deem appropriate.
2
3. Term. The term of this Agreement shall be for a period of
three (3) years, beginning on the Effective Date and ending on December 31, 2004
(the "Initial Term"). The Agreement shall be automatically renewed for
additional, consecutive (1) year terms (each, a "Renewal Term") upon the
termination of the Initial Term and each Renewal Term unless the Company
delivers to You written notice of its intent not to renew this Agreement sixty
(60) days prior to the expiration of the Initial Term or any Renewal Term, as
the case may be. The Initial Term and, if this Agreement is extended in
accordance with this Section, each Renewal Term, shall be referred to
collectively herein as the "Employment Period." If this Agreement is not renewed
in accordance with this Section, Your employment relationship will convert to an
at-will relationship, meaning that You may terminate Your employment with the
Company at any time and for any reason whatsoever simply by notifying the
Company, and the Company may terminate Your employment at any time with or
without cause or advance notice. If this Agreement is not renewed and Your
employment converts to an at-will relationship, the period in which You continue
to be employed with the Company shall not be included in the definition of
"Employment Period" for purposes of this Agreement.
4. Termination. This Agreement may be terminated upon the
occurrence of any of the following events:
A. Expiration of the term of this Agreement, including
the non-renewal of this Agreement in accordance with Section 3 above;
B. Your death, however prorating of Bonus (to the extent
earned by You prior to Your death) and options (to the extent vested as of the
date of Your death) would transfer to Your estate subject to the terms and
conditions of the Company's option plan and Your Stock Option Certificate;
C. Your disability; "Disability" means Your inability,
due to the condition of Your physical, mental or emotional health, to regularly
and satisfactorily perform the Duties and Your responsibilities as an executive
of the Company or its subsidiaries for a continuous period in excess of three
months. If the existence of Your Disability shall be disputed by either Party,
the determination by a physician duly licensed to practice medicine that such
Disability exists shall be necessary to establish such Disability, unless You
refuse to submit to appropriate examinations at the request of the Board, in
which case the determination of the Board in good faith and after the requisite
period of Disability shall be conclusive as to whether such Disability exists;
D. Mutual written agreement between You and the Company
at any time;
E. For Cause, as defined below,:
1. Your material breach of this Agreement,
provided that, if such breach is curable, You shall be entitled to
written notice and a thirty (30) day opportunity to cure such breach;
2. Any act or omission by You which is, or is
likely to be, materially injurious to the Company or the business
reputation of the Company;
3. Your dishonesty, fraud, malfeasance, gross
negligence or misconduct in the performance of the Duties or otherwise
having an adverse affect on the Company;
4. Your continued failure to satisfactorily
perform the Duties under this Agreement, to follow the direction
(consistent with the Duties) of the Board of Directors or any
3
other individual to whom You report, or to follow the policies,
procedures and rules of the Company, provided that, if such failure is
curable, You shall be entitled to written notice and a thirty (30) day
opportunity to cure such breach;
5. Your arrest, indictment for, or conviction
of, or Your entry of a plea of guilty or no contest to, a felony or
crime involving moral turpitude; or
6. Your resignation for other than Good Reason.
You agree to give the Board of Directors sixty (60) days prior written
notice of such resignation.
F. Your resignation for Good Reason which shall exist if
the Company, without Your written consent, (i) takes any action which is
inconsistent with, or results in the reduction of, Your then current title,
duties or responsibilities, (ii) reduces Your then current Base Salary, (iii)
reduces the benefits to which You are entitled on the Effective Date, unless a
similar reduction is made for other executive employees; (iv) requires You to
relocate more than seventy-five (75) miles from the location of the Company's
offices on the Effective Date, (v) enters into a Change of Control transaction
and the successor corporation, if it is not the Company, does not assume (by law
or contract) the obligations of the Company hereunder, or (vi) gives you written
notice of its intent not to renew this Agreement pursuant to Section 3 above.
Good Reason shall not include any isolated, insubstantial or inadvertent action
that (i) is not taken in bad faith, and (ii) is remedied by the Company within
thirty (30) days of receiving notice by You of such action. Good Reason shall
only exist if You give written notice to the Company that Good Reason exists
within thirty (30) days following the occurrence of the action upon which such
Good Reason is based and specify therein such action and, if such action is not
cured as provided above, You deliver your written resignation to the Board of
Directors within five (5) days following the date the cure periods expire.
G. Termination of employment by the Company, for any
reason not defined in sub-sections A-F above, upon (i) sixty (60) days written
notice to You, if You are terminated during the first twenty (20) months of the
Initial Term, or (ii) one hundred eighty (180) days written notice to You, if
You are terminated thereafter during the Employment Period.
5. Post Termination Payment Obligations.
A. If this Agreement terminates for any of the reasons
set forth in sub-sections 4A, 4B, 4C (except under the circumstances described
in Section 5D below), 4D or 4E of this Agreement, then You shall be entitled to
receive Your Base Salary through the termination date and any Bonus amounts you
would be entitled to under Section 2B and thereafter the Company shall have no
further obligations under this Agreement, but You shall continue to be bound by
Sections 7A, 7B and 7C, and all other post-termination obligations contained in
this Agreement.
B. 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 thirty-five (35) 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), and any prorated Bonus payments (to the extent earned by
You prior to Your termination date). 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
4
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."
C. 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 the greater of (i) twelve (12) months or (ii) the remaining
number of months of the Employment Period, assuming no further Renewal Terms,
not to exceed twenty-four (24) months, 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), and any prorated Bonus
payments (to the extent earned by You prior to Your termination date).
D. If this Agreement terminates for the reason set forth
in sub-section 4C of this Agreement by reason of an injury which occurs in the
course of the performance of Your duties for the Company, then the Company shall
pay You a separation payment equal to twelve (12) months base salary in effect
as of the date of termination, less the monthly amount that you are entitled to
receive under any and all long-term and short-term disability insurance
policies, 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).
E. The Company's obligations under sub-section 5C shall
be reduced by the aggregate amount of any compensation, equity, fees or other
consideration received by You in connection with any services performed by You
for any person or entity after the date of termination, regardless that such
services were rendered by You as a partner, shareholder, consultant, employee or
in any other manner whatsoever.
F. In the event that the term of this Agreement expires
or this Agreement terminates prior to expiration of the Employment Period, the
separation payments set forth in this Section 5 and the compensation received
during the notice periods shall constitute full satisfaction of the Company's
obligations under this Agreement. The Company's obligation to make the
separation payments contemplated in Sections 5A through 5D shall be conditioned
upon Your:
1. Execution of a Separation and Release
Agreement in a form prepared by the Company whereby You release the
Company from any and all liability and claims of any kind; and
2. Compliance with the restrictive covenants
(Sections 7A, 7B and 7C) and all post-termination obligations contained
in this Agreement.
The Company's obligation to make the separation payments set
forth in this Section 5 shall terminate immediately upon any breach by You of
any post-termination obligations to which You are subject.
6. Books and Records. You agree that all files, documents,
records, customer lists, books and other materials which come into Your use or
possession during the term of this Agreement and which are in any way related to
the Company's business shall at all times remain the property of the
5
Company, and that upon request by Company or upon the termination of this
Agreement for any reason, You shall immediately surrender to Company all such
property and copies thereof.
7. Restrictive Covenants. You acknowledge that the restrictions
contained in this Section 7 are reasonable and necessary to protect the
legitimate business interests of the Company, and will not impair or infringe
upon Your right to work or earn a living after Your employment with the Company
ends.
A. Trade Secrets and Confidential Information. You
represent and warrant that: (i) You are not subject to any agreement that would
prevent You from performing Your duties for the Company or otherwise complying
with this Agreement, and (ii) You are not subject to or in breach of any
non-disclosure agreement, including any agreement concerning trade secrets or
confidential information owned by any other party.
You agree that You will not: (i) use, disclose or reverse
engineer the Trade Secrets or the Confidential Information, except as authorized
by the Company; (ii) during Your employment with the Company, use or disclose
(a) any confidential information or trade secrets of any former employer or
third party, or (b) any works of authorship developed in whole or in part by You
during any former employment or for any other party, unless authorized in
writing by the former employer or third party; or (iii) upon Your resignation or
termination (a) retain Trade Secrets or Confidential Information, including any
copies existing in any form (including electronic form), which are in Your
possession or control, or (b) destroy, delete or alter the Trade Secrets or
Confidential Information without the Company's consent.
The obligations under this Section 7A shall: (i) with regard
to the Trade Secrets, remain in effect as long as the information constitutes a
trade secret under applicable law, and (ii) with regard to the Confidential
Information, remain in effect during the Restricted Period.
B. Non-Solicitation of Customers. During the Restricted
Period, You will not solicit any Customer of the Company for the purpose of
providing any goods or services competitive with the Business. The restrictions
set forth in this Section 7B apply only to the Customers with whom You had
Contact.
C. Non-Recruit of Employees. During the Restricted
Period, You will not, directly or indirectly, solicit, recruit or induce any
Employee to (a) terminate his or her employment relationship with the Company or
(b) work for any other person or entity engaged in the Business.
8. Work Product. Your employment duties may include inventing in
areas directly or indirectly related to the Business or to a line of business
that the Company may reasonably be interested in pursuing. All Work Product
shall constitute work made for hire and owned by the Company. If (i) any of the
Work Product may not be considered work made for hire, or (ii) ownership of all
right, title and interest to the legal rights in and to the Work Product will
not vest exclusively in the Company, then, without further consideration, You
hereby assign all presently-existing Work Product to the Company, and agree to
assign, and automatically assign, all future Work Product to the Company,
provided, however that the assignment of Work Product prepared by You in your
capacity as a certified actuary shall be limited by such restrictions and
requirements relating to the assignment of Work Product which are set forth in
the Actuarial Standards of Practice as established by the Actuarial Standards
Board from time to time.
6
The Company will have the right to obtain and hold in its own
name copyrights, patents, design registrations, proprietary database rights,
trademarks, rights of publicity and any other protection available in the Work
Product. At the Company's request, You agree to perform, during or after Your
employment with the Company, any acts to transfer, perfect and defend the
Company's ownership of the Work Product, including, but not limited to: (i)
executing all documents (including a formal assignment to the Company) necessary
for filing an application or registration for protection of the Work Product (an
"Application"), (ii) explaining the nature of the Work Product to persons
designated by the Company, (iii) reviewing Applications and other related
papers, or (iv) providing any other assistance reasonably required for the
orderly prosecution of Applications.
You agree to provide the Company with a written description of
any Work Product in which You are involved (solely or jointly with others) and
the circumstances surrounding the creation of such Work Product.
9. Release. You consent to the Company's use of Your image,
likeness, voice or other characteristics in the Company's products or services.
You release the Company from any claims which You have or may have for right of
publicity, copyright infringement, or any other causes of action arising out of
the use, distribution, adaptation, reproduction, broadcast or exhibition of such
characteristics.
10. Post-Employment Disclosure. During the Restricted Period, you
will disclose that you have covenants (and the nature of those covenants) to
persons and/or entities to whom You provide goods and services. If, during the
Restricted Period, You provide services to another person or entity which
provides goods or services competitive with the goods or services provided by
the Company You shall provide the Company with such person or entity's name,
Your job title and a description of the services You will provide.
11. Injunctive Relief. You agree that if You breach Sections 7, 8,
9 and/or 10 of this Agreement: (i) the Company would suffer irreparable harm;
(ii) it would be difficult to determine damages, and money damages alone would
be an inadequate remedy for the injuries suffered by the Company, and (iii) if
the Company seeks injunctive relief to enforce this Agreement, You will waive
and will not (a) assert any defense that the Company has an adequate remedy at
law with respect to the breach, or (b) require that the Company submit proof of
the economic value of any Trade Secret or Confidential Information. Nothing
contained in this Agreement shall limit the Company's right to any other
remedies at law or in equity.
12. Severability. The provisions of this Agreement are severable.
If any provision is determined to be invalid, illegal or unenforceable, in whole
or in part, the remaining provisions and any partially enforceable provisions
shall remain in full force and effect.
13. Attorneys' Fees. In the event of litigation relating to this
Agreement, the prevailing party shall be entitled to recover attorneys' fees and
costs of litigation in addition to all other remedies available at law or in
equity.
14. Arbitration With Respect to Certain Matters. The parties agree
to submit to arbitration, in accordance with these provisions, any claim or
controversy arising from or related to the alleged breach of this Agreement,
provided that claims or disputes of the types described in Sections 7, 8, 9, 10
or 11 above shall not be subject to this Section 14. The parties further agree
that, other than with respect to claims or disputes of the types described in
Section 11 above, the arbitration process agreed upon herein shall be the
exclusive means for resolving all disputes made subject to arbitration herein,
but that
7
no arbitrator shall have authority to expand the scope of these arbitration
provisions. Any arbitration hereunder shall be conducted under the Model
Employment Procedures of the American Arbitration Association (AAA) and the
parties agree that the Federal Arbitration Act shall govern the proceedings.
Either party may invoke arbitration procedures herein by written notice for
arbitration containing a statement of the matter to be arbitrated. The parties
shall then have fourteen (14) days in which they may identify a mutually
agreeable, neutral arbitrator. After the fourteen (14) day period has expired,
the parties shall prepare and submit to the AAA a joint submission, with each
party to contribute half of the appropriate administrative fee. In the event the
parties cannot agree upon a neutral arbitrator within fourteen (14) days after
written notice for arbitration is received, their joint submission to the AAA
shall request a panel of nine arbitrators who are practicing attorneys with
professional experience in the field of employment law, and the parties shall
attempt to select an arbitrator from the panel according to AAA procedures.
Unless otherwise agreed by the parties, the arbitration hearing shall take place
in Atlanta, Georgia at a place designated by the AAA. All arbitration procedures
hereunder shall be confidential. The arbitrator shall have authority to include
all or any portion of costs of such arbitration in an award. The arbitrator
shall not have the power or authority to award indirect, special, incidental,
consequential, exemplary, or punitive damages. The arbitrator may include
equitable relief. Any arbitration awarded shall be accompanied by a written
statement containing a summary of the issues in controversy, a description of
the award, and an explanation of the reasons for the award. It is understood and
agreed by the parties that their agreements herein concerning arbitration do not
otherwise alter the terms and conditions of employee's employment as provided by
this agreement.
15. Waiver. Any Party's failure to enforce any provision of this
Agreement shall not act as a waiver of that or any other provision. Any Party's
waiver of any breach of this Agreement shall not act as a waiver of any other
breach.
16. Entire Agreement. This Agreement, including Exhibits A and B
which are incorporated by reference, constitutes the entire agreement between
the Parties concerning the subject matter of this Agreement. This Agreement
supersedes any prior communications, agreements or understandings, whether oral
or written, between the Parties relating to the subject matter of this
Agreement. Other than terms of this Agreement, no other representation, promise
or agreement has been made with You to cause You to sign this Agreement.
17. Amendments. This Agreement may not be amended or modified
except in writing signed by both Parties.
18. Successors and Assigns; Survival. This Agreement shall be
assignable to, and shall inure to the benefit of, the Company's successors and
assigns, including, without limitation, successors through merger, name change,
consolidation or sale of a majority of the Company's stock or assets, and shall
be binding upon You. You shall not have the right to assign Your rights or
obligations under this Agreement. The covenants and provisions contained in
Sections 5 through 23 of this Agreement shall survive cessation of Your
employment with the Company, regardless of the reason for cessation of Your
employment and regardless of who causes the cessation.
19. Governing Law. The laws of the State of Georgia shall govern
this Agreement. If Georgia's conflict of law rules would apply another state's
laws, the Parties agree that Georgia law shall still govern.
20. No Strict Construction. If there is a dispute about the
language of this Agreement, the fact that one Party drafted the Agreement shall
not be used in its interpretation.
8
21. Notice. Whenever any notice is required, it shall be given in
writing addressed as follows:
To Company: Global Preferred Holdings, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chairman of the Board of Directors
With a Copy to: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
To employee: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Notice shall be deemed given and effective three (3) days after the
deposit in the U.S. mail of a writing addressed as above and sent first class
mail, certified, return receipt requested, or when actually received. Either
Party may change the address for notice by notifying the other party of such
change in accordance with this Section.
22. Consent to Jurisdiction and Venue. You agree that any claim
arising out of or relating to this Agreement shall be (i) brought in the
Superior Court of ▇▇▇▇▇▇ County, Georgia, or (ii) brought in or removed to the
United States District Court for the Northern District of Georgia, Atlanta
Division. You consent to the personal jurisdiction of the courts identified
above. You waive (i) any objection to jurisdiction or venue, or (ii) any defense
claiming lack of jurisdiction or improper venue, in any action brought in such
courts.
23. AFFIRMATION. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS
AGREEMENT, YOU KNOW AND UNDERSTAND ITS TERMS AND CONDITIONS, AND YOU HAVE HAD
THE OPPORTUNITY TO ASK THE COMPANY ANY QUESTIONS YOU MAY HAVE HAD PRIOR TO
SIGNING THIS AGREEMENT.
[SIGNATURES BEGIN ON NEXT PAGE]
9
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first above written.
GLOBAL PREFERRED HOLDINGS, INC.:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
Chairman of the Board of Directors
10
EXHIBIT A
DEFINITIONS
A. "Business" shall mean the business of providing reinsurance for life
insurance and annuities.
B. "Change of Control" is used herein as defined in the Company's Stock
Incentive Plan.
C. "Company" means Global Preferred Holdings, Inc., its parents,
subsidiaries, affiliates and all related companies, as well as their
respective officers, directors, shareholders, employees, agents and any
other representatives.
D. "Confidential Information" means information of the Company, to the
extent not considered a Trade Secret under applicable law, that (i)
relates to the Business, (ii) possesses an element of value to the
Company, (iii) is not generally known to the Company's competitors, and
(iv) would damage the Company if disclosed. Confidential Information
includes, but is not limited to, (i) future business plans, (ii) the
description, schematic or design of products or future products of the
Company, (iii) advertising or marketing plans, (iv) information
regarding independent contractors, employees, clients and customers of
the Company, and (v) information concerning the Company's financial
structure and methods and procedures of operation. Confidential
Information shall not include any information that (i) is or becomes
generally available to the public other than as a result of an
unauthorized disclosure, (ii) has been independently developed and
disclosed by others without violating this Agreement or the legal
rights of any party, or (iii) otherwise enters the public domain
through lawful means.
E. "Contact" means any interaction between You and a Customer which (i)
takes place in an effort to establish, maintain, and/or further a
business relationship on behalf of the Company and (ii) occurs during
the last year of Your employment with the Company (or during Your
employment if employed less than a year).
F. "Customer" means any person or entity to whom the Company has sold its
products or services, or solicited to sell its products or services.
G. "Employee" means any person who (i) is employed by the Company at the
time Your employment with the Company ends, (ii) was employed by the
Company during the last year of Your employment with the Company (or
during Your employment if employed less than a year), or (iii) is
employed by the Company during the Restricted Period.
H. "Restricted Period" means the time period during Your employment with
the Company, and for one year after Your employment with the Company
ends.
I. "Trade Secrets" means information of the Company, and its suppliers,
clients and customers, without regard to form, including, but not
limited to, technical or nontechnical data, formula, pattern,
compilation, program, device, method, technique, drawing, process,
financial data, financial plans, product plans, or lists of actual or
potential customers or suppliers which is not commonly known by or
available to the public and which information (i) derives economic
value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use, and (ii) is the
subject of efforts that are reasonable under the circumstances to
maintain its secrecy.
11
J. "Work Product" means (a) all ideas, concepts, marketing strategies,
management techniques, product development, methods, designs, analyses,
drawings, reports, and/or works of authorship, including but not
limited to, discoveries, ideas, concepts, properties, formulas,
compositions, methods, programs, procedures, systems, techniques,
products, improvements, innovations, writings, pictures, audio, video,
images of You, and artistic works and (b) any subject matter protected
under patent, copyright, proprietary database, trademark, trade secret,
rights of publicity, confidential information, or other property
rights, including all worldwide rights therein, that is or was
conceived, created or developed in whole or in part by You while
employed by the Company and that either (i) is created within the scope
of Your employment, (ii) is based on, results from, or is suggested by
any work performed within the scope of Your employment and is directly
or indirectly related to the Business or a line of business that the
Company may reasonably be interested in pursuing, (iii) has been or
will be paid for by the Company, or (iv) was created or improved in
whole or in part by using the Company's time, resources, data,
facilities, or equipment.
12
EXHIBIT B
CHIEF EXECUTIVE OFFICER
POSITION RESPONSIBILITIES:
Develop the Company's business strategy and implement such strategy.
Lead, manage and direct business on a day-to-day basis with responsibility for
vision, process, growth, profitability and effectively implementing business
strategy.
Ensure that Company assets are utilized to the maximum.
Establish strong connection with potential partners, customers, industry
experts, trade analysts, financial analysts and investment bankers.
Perform periodic performance and compensation reviews for the management team.
Retain proper documentation for all review/counseling sessions.
Schedule quarterly Board meetings as authorized by the Board. Prepare an agenda
and circulate it to all members of Board. Arrange for minutes to be taken,
distributed and filed.
Review financial and statistical reports for presentation to the Board.
Maintain direct/indirect approval of all Company expenditures. Approve and sign
accounts payable and payroll checks within the established financial guidelines.
Prepare annual capital and operating budgets and, as needed, longer-term
financial projections. Compare actual to projected budgets to ensure adherence
or explain variance. Prepare a budget variance report for presentation at the
quarterly Board meeting.
In conjunction with legal counsel, assure appropriateness of all legal contracts
for Company.
Interface with Company's accounting, insurance, legal firms, pension advisors
and consultants as required.
Perform other duties as requested by the Board to ensure the smooth operation
and goal attainment for Company.
13
