EX-10.23 THIRD RENEWAL OF EMPLOYMENT AGREEMENT



 






EXHIBIT 10.23




Third Renewal of the 

Employment Agreement

of Caryl P. Shepherd




     THIS THIRD RENEWAL of that certain Employment Agreement, made effective as of February 1,
2002, as previously renewed (“Original Agreement”), by and between Global Preferred Holdings, Inc.,
a Delaware corporation (the “Company”), and Caryl P. Shepherd (“You” or “Your”, and together with
the Company, collectively referred to as the “Parties”) is made effective as of the 1st day of
January, 2005 between the Parties.



W I T N E S S E T H:




     WHEREAS, the Parties each desire to renew the Original Agreement, as set forth herein;



     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.     Renewal and Term of Employment. This Third Renewal shall serve as a written renewal
of the Original Agreement as required by Section 3 of that Original Agreement in order to extend
the term of Your employment. You shall continue to serve as Chief Accounting Officer, Controller
and a Vice President of the Company and have those duties set forth in Section 1 of the Original
Agreement until December 31, 2005 (such additional term to be referred to as a “Renewal Term” which
shall be included in the definition of “Employment Period” for the purposes of the Original
Agreement), subject to the terms and conditions regarding termination or expiration as described in
the Original Agreement.



     3.     Amendment to Section 5B. Section 5B of the original Agreement is hereby amended by
deleting such section in its entirety and substituting in its place the following:




“B. If, following a Change of Control, this Agreement terminates for the
reasons set forth in sub-sections 4E(6), 4F or 4G of this Agreement, then
the Company shall pay You a 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), 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 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.” ”



 









 





     4. Choice of Law. This Third Renewal will be governed by the internal law, and not
the laws of conflicts, of the State of Georgia.



     5. Remaining Provisions. All other terms and conditions of the Original Agreement not
modified by this Third Renewal shall remain as originally set forth in the Original Agreement.



     6. Counterparts. This Third Renewal may be executed in multiple counterparts with the
same effect as if all signing parties had signed the same document. All counterparts shall be
construed together and constitute the same instrument.



     IN WITNESS WHEREOF, the parties hereto have executed this Third Renewal as of the date first
set forth herein above.



	 	 	 	 	 
	 	 	GLOBAL PREFERRED HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Edward F. McKernan
	 

	 	 	 	 
	 

	 	 	 	Edward F. McKernan
	 

	 	 	 	Chief Executive Officer
	 
	 	 	 	 
	 

	 	 	 	/s/ Caryl P. Shepherd
	 	 	 
	 	 	CARYL P. SHEPHERD