Exhibit 10.1.41
AMENDMENT TO EMPLOYMENT
AND RESTRICTED STOCK AGREEMENTS
This Amendment, dated as of the 16th day of September, 2002, is between
Conseco, Inc., an Indiana corporation ("Company"), and Xxxxxxx X. Xxxx
("Executive").
Recitals
A. The Company and Executive previously entered into an Amended Employment
Agreement dated as of June 1, 2002 (the "Employment Agreement") and a Restricted
Stock Agreement dated as of September 17, 2001 (the "Restricted Stock
Agreement").
B. The parties now desire to amend certain provisions of the Employment
Agreement and the Restricted Stock Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the Company and the Executive agree as follows:
Agreement
1. The second sentence of Section 5(c) of the Employment Agreement is
deleted and replaced with the following:
The restrictions on the Initial Restricted Stock shall lapse as to 20%
of the shares on December 31, 2002, and as to 40% of the shares on
each of September 17, 2003, and September 17, 2004; provided, however,
that the restrictions shall lapse earlier upon a "change in control"
of the Company (as defined in Section 10), in the event this Agreement
is terminated by the Company and such termination is not for "just
cause" (as defined in Section 10), upon the death of Employee, or upon
a termination of this Agreement by the Company pursuant to Section 7.
2. The first sentence of Section 3 of the Restricted Stock Agreement is
deleted and replaced with the following:
Subject to paragraph 4, twenty percent (20%) of the Restricted Shares
shall become fully vested and nonforfeitable if Employee still is, and
since the date of this Agreement has continuously been, employed by
the Company on December 31, 2002, and forty percent (40%) of the
Restricted Shares shall become fully vested and nonforfeitable if
Employee still is, and since the date of this Agreement has
continuously been, employed by the Company on each of September 17,
2003 and September 17, 2004; provided, however, that all Restricted
Shares shall vest earlier as provided in the Employment Agreement.
3. Except as expressly altered by this Amendment, the Employment Agreement
and the Restricted Stock Agreement shall remain unchanged and in full force and
effect.
"Company"
CONSECO, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Printed: Xxxxx X. Xxxxxx
Title: Executive Vice President,
General Counsel and Secretary
"Executive"
/s/ Xxxxxxx X. Xxxx
---------------------------------
Xxxxxxx X. Xxxx
