Exhibit 10.3
AMENDMENT AGREEMENT
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THIS AMENDMENT AGREEMENT, dated as of April 6, 1998 (this "Agreement"), is
by and between Green Tree Financial Corporation, a Delaware corporation (the
"Company") and Xxxxxxxx X. Xxxx, a resident of Minnesota (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive are parties to an Employment
Agreement dated as of February 9, 1996 (the "Employment Agreement");
WHEREAS, the Company and the Executive are parties to a Noncompetition
Agreement dated as of February 9, 1996 (the "Noncompetition Agreement");
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement and the Noncompetition Agreement as set forth below, effective as of
the date of consummation of the merger (the "Merger") provided for in the
Agreement and Plan of Merger among Conseco, Inc., Marble Acquisition Corp. and
the Company as of April 6, 1998 (the "Merger Agreement").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
AMENDMENTS
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Article VI of the Employment Agreement shall be amended effective as of the
date of consummation of the Merger to add the following language at the end
thereof:
Executive agrees that his employment with the Company will terminate
thirty days after the giving of notice of termination to him by the
Company, it being understood that such termination shall be deemed to
be a termination pursuant to paragraph (c) of this Article VI. If
Executive's employment is terminated prior to the first anniversary of
the Effective Date, pursuant to paragraph (c) of this Article VI,
notwithstanding the provisions of Article V, Executive shall continue
to receive his salary, benefits and bonus as if he had remained
employed until such first anniversary, shall be entitled to all other
benefits provided in Article V, and shall remain reasonably available
to provide consulting services to the Company
until the first anniversary of the Effective Date, during customary
business hours.
Article V of the Noncompetition Agreement shall be amended effective as of
the date of consummation of the Merger to add the following language at the end
thereof:
For 30 days following his termination of employment, Executive shall
have the right to purchase the Company's Hawker 800XP (tail number
N800XP) aircraft in use as of April 6, 1998 and the Company's hangar
(Hangar 350 at the Saint Xxxx Airport) in use as of April 6, 1998 for
a cash payment equal to their then fair market value, and all
obligations of the Company to Executive with respect to aircraft usage
shall terminate at the earlier of the exercise or expiration of such
option. During the period from Executive's termination of employment
until the end of the term of the Noncompetition Agreement, the Company
will provide Executive use of an office in Saint Xxxx, Minnesota (or
if Executive moves his principal residence to another city, an office
in such other city, at his option), a personal secretary and a
security person.
ARTICLE II
MISCELLANEOUS
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This Agreement shall be binding upon and shall inure to the benefit of the
Company, its successors and assigns.
All other provisions of the Employment Agreement and Noncompetition
Agreement not specifically amended hereby shall remain in full force and effect.
This Agreement shall be construed and interpreted under the applicable laws
and decisions of the State of Minnesota.
The provisions of this Agreement shall be considered severable and the
invalidity of one shall not render invalid or impair the binding nature and
effect of any other provision contained herein.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
GREEN TREE FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Its: Senior Vice President, General Counsel
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and Secretary
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/s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
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