EXHIBIT 10.46
EMPLOYMENT AGREEMENT
(VICE PRESIDENT OF MARKETING)
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 4th day of March, 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 is 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 Vice President of
Marketing, and You desire to accept said employment with 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 Vice President of
Marketing 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
Chief Executive Officer 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 Chief Executive Officer or 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, skills 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 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.
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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 $122,000
per year ("Base Salary"), subject to all applicable
withholdings. Your Base Salary may be adjusted
annually at the discretion of the Board of Directors.
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 ninety (90) 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
12,500 shares of the Company's common stock (the
"Option"), subject to successful completion of a
Qualified Public Offering. 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 the Company's Stock Incentive Plan and
a Stock Option Grant Certificate (the "Stock Option
Certificate") to be prepared by the Company.
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.
3. Term. The term of this Agreement shall be for a period of one
(1) year, beginning on the Effective Date and ending on March
3, 2003 (the "Initial Term"). The Agreement may be renewed for
additional, consecutive one (1) year terms (each, a "Renewal
Term") following the termination of the Initial Term or any
Renewal Term, upon the written agreement of the parties
entered into 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;
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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 Stock Incentive 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 that 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 Chief Executive Officer, the
Board of Directors or any 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 Company 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) does not offer 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 upon sixty
(60) days written notice to You for any reason not
defined in sub-sections A-F above.
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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 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 increase 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."
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 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 increase 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).
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 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), less the monthly
amount that you are entitled to receive under any and
all long-term and short-term disability insurance
policies, payable in accordance with the Company's
normal payroll practices (or at the election of the
Company, payable as a lump sum payment). For each
month of service after three months, the forgoing
separation payment shall be increase 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).
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.
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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 any 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 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, which relate to any information you may
use in performing your duties for the Company or the
observance of which would impair your ability to
perform your duties for the Company.
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.
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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.
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 or11
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 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
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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.
21. Notice. Whenever any notice is required, it shall be given in
writing addressed as follows:
To Company: Global Preferred Holdings, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chief Executive Officer
With a Copy to: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
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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]
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[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/ ▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇
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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. "Qualified Public Offering" is a firm commitment underwritten public
offering of common stock completed by the Company before December 31,
2003.
I. "Restricted Period" means the time period during Your employment with
the Company, and for one year after Your employment with the Company
ends.
J. "Trade Secrets" means information of the Company, and its suppliers,
clients and customers, without regard to form, including, but not
limited to, technical or non-technical 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.
K. "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
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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.
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EXHIBIT B
VICE PRESIDENT OF MARKETING
POSITION RESPONSIBILITIES:
Report to the Chief Executive Officer on a monthly basis or as otherwise
requested.
Establish and implement a company marketing strategy to target and develop new
business. The actions and decisions of the Vice President of Marketing shall
reflect good professional conduct and good communication in relationship with
all customers and employees, and the profitable operation of the Company.
Identify key customers to target marketing efforts.
Develop and present marketing and project proposals to existing and prospective
customers of the Company.
Assist in the development of an annual marketing budget of the Company, and
adhere to the budget at all times.
Perform other duties as assigned by Chief Executive Officer or such other
executive as may be designated by the Chief Executive Officer or Board of
Directors of Company, from time to time.
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