AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), dated as of July
25, 2000, between CONSECO, INC., an Indiana corporation (the"Company"), and XXXX
X. XXXX ("Executive").
RECITALS
WHEREAS, Executive has previously expressed his intention to return
to the private practice of law;
WHEREAS, the Company has requested Executive to remain in the
employment of the Company until his successor has been employed and to provide
certain other services; and
WHEREAS, the parties desire to specify the financial obligations of
the Company to Executive if Executive remains an employee as provided in this
Amendment;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree as follows:
1. Amendment. The terms of this Amendment amend and supersede any
inconsistent terms of the Employment Agreement dated September 9, 1997, as
amended and restated as of May 26, 1999 and as further amended and restated as
of December 15, 1999 (the "Employment Agreement"). Except as expressly amended
or superseded by this Amendment, the terms of the Employment Agreement remain in
full force and effect.
2. Separation of Employment. Either party may terminate the employment
of Executive in accordance with the terms and conditions of the Employment
Agreement. If not terminated earlier, the parties agree that the employment of
Executive shall terminate on the earlier of: (a) the date on which the Company
appoints another person as general counsel or chief legal officer; or (b)
September 11, 2000 (the earlier of such dates is referred to as the "Separation
Date"). If his employment is not terminated earlier, Executive will retain the
titles of Executive Vice President, General Counsel and Secretary through the
Separation Date. Executive's responsibilities will remain those which Executive
has historically performed. Executive also agrees that, when his employment
terminates, Executive will be deemed to have resigned all offices, directorships
and other positions in any form, with the Company and all of its subsidiaries,
affiliates, financing trusts, employee benefit plans and trusts of any of the
foregoing and related entities.
3. Compensation and Benefits. If Executive's employment is terminated
prior to the Separation Date, Executive shall be entitled to the severance and
other benefits provided by the Employment Agreement. If Executive remains an
employee of the Company through the Separation Date, the Company will continue
to pay Executive his Base Salary at the rate contemplated in the Employment
Agreement of One Million Dollars ($1,000,000) per annum during the period from
the Separation Date through December 31, 2000, payable at regular intervals in
accordance with the Company's normal payroll practices, notwithstanding that
Executive has ceased to be an employee of the Company as of the Separation Date.
In addition, the Company will continue to pay Executive a cash bonus of Seven
Hundred Fifty Thousand Dollars ($750,000) for the year 2000 payable in quarterly
installments of $187,500 each, payable as follows: the first installment has
been paid, the second
installment on or before July 31, 2000, the third installment on or before
October 31, 2000 and the fourth installment on or before January 31, 2001. In
addition, Executive will continue to receive all other employment benefits he is
now receiving under the Employment Agreement through September 11, 2000. The
parties expect that Executive will take up to two (2) weeks of paid vacation
time (such weeks shall not be taken consecutively) prior to the Separation Date.
4. Rights to Indemnification. Any of Executive's rights and any obligations
of Company with regard to indemnification that are not dependent upon his
continued employment or holding an office with the Company and the
indemnification rights under Article 7 of the Company's Amended and Restated
By-Laws as in effect on the date of this Amendment ("Article 7") shall continue
and will not be amended to the prejudice of his rights thereunder. The Company
agrees it will use reasonable efforts to cause Executive to be included at all
times as an insured at the Company's cost under any Company officer and director
liability insurance policies with regard to any acts, actions, facts,
circumstances, errors or omissions performed or occurring prior to the
Separation Date.
5. Transition of Responsibilities and Post-Termination Consulting.
Executive agrees that he will, as reasonably requested by his successor after
the Separation Date and through December 31, 2000, assist in the transition of
his responsibilities to his successor. Executive shall not be expected to devote
more than ten (10) hours per month in this regard and the Company will reimburse
Executive for all reasonable out-of-pocket expenses incurred by him in
connection therewith. If after the Separation Date Executive is asked to consult
with the Company or its representatives regarding any matter which relates to
his employment by the Company and Executive cooperates with or otherwise
responds to such request whether or not before December 31, 2000, then Executive
will be considered an "Eligible Person" entitled to indemnification from the
Company in accordance with Article 7 with respect to such matters. In addition
to the rights under Article 7, the Company agrees to indemnify Executive and
hold him harmless to the fullest extent permitted by applicable law with respect
to any actions taken by Executive pursuant to this paragraph 5.
6. Advice of Counsel. Each party to this Amendment represents and agrees
that such party has been advised to consult with an attorney prior to executing
this amendment and that such party has done so.
IN WITNESS WHEREOF, the parties have executed this amendment as of
the date first above written.
CONSECO, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Chairman of the Board
and Chief Executive Officer
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
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