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Exhibit 10.1.22
AGREEMENT
Conseco, Inc. ("Company") and Xxxxxx X. Xxxx ("Executive") for good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged have entered into this agreement as of April 28, 2000.
Recitals
A. Company and Executive are parties to an Employment Agreement dated as of
July 1, 1991 and amended and restated on December 15, 1999 (the "Employment
Agreement").
B. The parties wish to effect a termination of Executive's employment and to
provide for Executive's resignation of his positions with the Company and
its affiliates.
C. Capitalized terms not defined herein have the meanings ascribed in the
Employment Agreement.
D. Prior to termination of Executive's employment hereunder, Company has
granted to Executive 3-year options to purchase 600,000 shares of the
Company's common stock under the Company's 1994 Stock and Incentive Plan
and the 1997 Non-qualified Stock Option Plan with an exercise price of the
mean of the high and the low sales prices reported on the NYSE Composite
Stock Tape for April 27, 2000.
Agreement
In consideration of the foregoing and the mutual covenants and undertakings
contained herein the parties agree as follows:
1. The parties agree that the Executive's employment is terminated effective
as of April 28, 2000 (the "Termination Date") and that their rights and
obligations are and will be fixed as though the Company terminated the
Executive's employment pursuant to Section 10(a) of the Employment
Agreement and such termination is not a "Control Termination."
2. Pursuant to and provided in Section 10(b) of the Employment Agreement, the
Company will pay Executive's Base Salary through December 31, 2001 and all
other unpaid amounts previously accrued or awarded as provided in Section
10(b) less any withholding that the Company is required to make.
3. Executive hereby resigns all of his offices and positions as a director,
member or trustee with the Company and all of its subsidiaries, affiliates
and employee benefit plans or trusts.
4. The parties have contemporaneously entered into a Consulting Agreement
providing, among other things, that Executive will be available to perform
specified services during a three year term.
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5. The existing rights of Executive and obligations of Company with regard to
indemnification of Executive that are not dependent upon Executive's
continued employment or holding an office or directorship with the Company
and indemnification rights under Company's current by-laws shall continue
and will not be amended to the prejudice of Executive's rights and
Company's obligations thereunder.
6. With regard to stock purchases before the Termination Date made by
Executive under the Company's Director and Officer Stock Purchase Plans
during the term of the Consulting Agreement the Company will continue to
treat Executive as though he were an employee/participant for purposes of
the Company's Director and Officer Stock Purchase Plans and the Company's
established practices and accommodations in connection therewith including
waivers of any guarantee fees and advancement of any interest payments due.
7. The Company agrees that it will use reasonable efforts to cause Executive
to be included at all times as an insured at the Company's cost under
Company officer and director liability insurance with regard to any acts,
actions, facts, circumstances, errors or omissions performed or occurring
prior to the Termination Date.
8. The Company and Executive will continue to honor their existing contractual
obligations to make premium payments when due in accordance with the terms
of various split-dollar insurance agreements between the Company and
Executive or trusts for the benefit of Executive or his family.
9. The parties agree to execute any and all additional documents and take all
actions reasonably required to more fully evidence or implement the intent
of the parties expressed herein.
10. This Agreement will be governed by the laws of the State of Indiana.
11. This Agreement has been duly authorized by each party and constitutes a
valid and binding obligation in accordance with its terms. This Agreement
shall be binding upon and inure to the benefit of the parties and their
successors in interest.
CONSECO, INC.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
