EX-10.24 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT



 






EXHIBIT 10.24




Third Amendment of the 

Employment Agreement

of Edward F. McKernan




     THIS THIRD AMENDMENT of that certain Employment Agreement, made effective as of January 1,
2002, as previously renewed and amended (“Original Agreement”), by and between Global Preferred
Holdings, Inc., a Delaware corporation (the “Company”), and Edward F. McKernan (“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. 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 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 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.” ”



     3. Choice of Law. This Third 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 Third Amendment shall remain as originally set forth in the Original Agreement.



     5. Counterparts. This Third Amendment 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 Amendment as of the date first
set forth herein above.



	 	 	 	 	 
	 	 	GLOBAL PREFERRED HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	      /s/ Bradley E. Barks
	 

	 	 	 	 
	 

	 	 	 	Bradley Barks
	 

	 	 	 	Chief Financial Officer
	 
	 	 	 	 
	 

	 	 	 	      /s/ Edward F. McKernan
	 	 	 
	 	 	EDWARD F. MCKERNAN