Exhibit 10.1.27
AMENDMENT TO EMPLOYMENT
AND RESTRICTED STOCK AGREEMENTS
This Amendment, dated as of the 26th day of June, 2002, is between
Conseco, Inc., an Indiana corporation ("Company"), and Xxxx X. Xxxxx
("Executive").
Recitals
A. The Company and Executive previously entered into an Employment
Agreement dated as of June 28, 2000 (the "Employment Agreement") and a
Restricted Stock Agreement dated as of June 28, 2000 (the "Restricted Stock
Agreement").
B. The parties now desire to amend 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. Section 5(b)(ii) of the Employment Agreement is amended to add the
following at the end of such section:
The number of options in each annual grant contemplated by this
subsection shall be reduced by the number of options granted by the
Company to Xxxxxxx X. Xxxx on the same date (July 1 of each year),
up to a maximum reduction of 150,000 (leaving a minimum grant of
options to purchase 350,000 shares). The value of the Restricted
Stock in each annual award contemplated by this subsection shall be
reduced by the value of restricted stock awarded by the Company to
Xxxxxxx X. Xxxx on the same date (July 1 of each year), up to a
maximum reduction of $500,000 (leaving a minimum award of
Restricted Stock having a value of One Million Dollars
($1,000,000)). At Executive's option, the Company shall pay the net
amount of Executive's Base Salary (after applicable withholding) in
common stock of the Company.
2. Section 5(d) of the Employment Agreement is deleted and replaced
with the following:
On the effective date of this Agreement, the Company shall issue to
Executive three million two hundred thousand (3,200,000) shares of
Restricted Stock, with the restrictions to lapse if Executive
remains actively employed by the Company on a full-time basis
through August 7, 2002; however, the restrictions shall lapse
earlier upon a "change in control" of the Company, upon the
death of Executive, or in the event of a termination of this
Agreement by the Company without "just cause" or by Executive with
"good reason." The number of shares of Restricted Stock shall be
reduced by the number of shares of common stock awarded by the
Company to Xxxxxxx X. Xxxx prior to August 7, 2002, up to a maximum
reduction of 350,000 shares (leaving a minimum award to Executive
of 2,850,000 shares). Any dividends on the Restricted Stock will be
paid to Executive as compensation during the restriction period.
Executive agrees that he will notify the Company if he makes the
election provided for in Section 83(b) of the Internal Revenue Code
of 1986, as amended ("Code"), with respect to the Restricted Stock.
The award of Restricted Stock shall be on such other terms and
conditions contained in the Restricted Stock Agreement in the form
attached hereto as Annex 2.
3. The amendments in the foregoing paragraph 2 shall also be deemed to
amend the Restricted Stock Agreement as necessary to effectuate their intent.
4. 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:
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Printed:
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Title:
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"Executive"
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
