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Employment Agreement
Employment Agreement (37K)
Doc #290148: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, dated as of the 15th day of July, 2004, is
between Conseco Services, LLC, an Indiana limited liability company ("Company"),
and John R. Kline ("Executive").
WHEREAS, the services of Executive and his managerial and professional
experience are of value to the Company.
WHEREAS, the Company desires to continue to have the benefit and advantage
of the services of Executive for an extended period to assist the Company and
Conseco, Inc. ("Conseco") upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1. Employment. The Company hereby employs Executive and Executive hereby
accepts employment upon the terms and conditions hereinafter set forth.
2. Term. The effective date of this agreement (the "Agreement") shall be
the date set forth above (the "Effective Date"). Subject to the provisions for
termination as provided in Section 10 hereof, the term of Executive's employment
under this Agreement shall be the period beginning on the Effective Date and
ending on the third anniversary of the Effective Date. The term of Executive's
employment shall not be automatically renewed. The term ending on the third
anniversary of the Effective Date is hereinafter referred to as the "Term." The
Term shall end upon the termination of Executive's employment with the Company.
3. Duties. During the Term, Executive shall be engaged by the Company in
the capacity of Senior Vice President and Chief Accounting Officer of Conseco.
Executive shall report to the Chief Financial Officer of Conseco regarding the
performance of his duties.
4. Extent of Services. During the Term, subject to the direction and
control of the Chief Financial Officer of Conseco and the board of directors of
Conseco (the "Board"), Executive shall have the power and authority commensurate
with his executive status and necessary to perform his duties hereunder.
Executive shall devote his entire employable time, attention and best efforts to
the business of the Company and, during the Term, shall not, without the consent
of the Company, be actively engaged in any other business activity, whether or
not such business activity is pursued for gain, profit or other pecuniary
advantage; provided, however, that, subject to Section 9 hereof, this shall not
be construed as preventing Executive from serving on boards of professional,
community, civic, education, charitable and corporate organizations on which he
presently serves or may choose to serve or investing his assets in such form or
manner as will not require any services on the part of Executive in the
operation of the affairs of the companies in which such investments are made (to
the extent not in violation of the nonsolicitation provisions of Section 9
hereof); provided, however, that corporate organizations
{PAGE}
shall be limited to those which Executive presently serves, if any, as listed on
Exhibit A and such others as mutually agreed upon by Executive and the Company.
5. Compensation. During the Term:
(a) As compensation for services hereunder rendered during the Term
hereof, Executive shall receive a base salary ("Base Salary") of Two
Hundred Seventy-Five Thousand Dollars ($275,000) per year payable in equal
installments in accordance with the Company's payroll procedure for its
salaried executives. Salary payments and other payments under this
Agreement shall be subject to withholding of taxes and other appropriate
and customary amounts. Executive may receive increases in his Base Salary
from time to time, based upon his performance, subject to approval of the
Company.
(b) In addition to Base Salary, Executive will have an opportunity to
earn a bonus each year as determined by the Company, with a target annual
bonus equal to 75% of Executive's Base Salary (the "Target Bonus") and a
maximum annual bonus of 150% of Executive's Base Salary with respect to any
calendar year, with such bonus payable at such time that other similar
payments are made to other Company executives. For purposes of
clarification, annual executive bonuses are generally paid in March of the
year following the year with respect to which such bonuses are payable, if
Executive remains employed with the Company through such date or as
otherwise payable under Section 11 of this Agreement. Notwithstanding the
above, a pro-rata portion of the 2006 bonus will be paid at the same time
that similar payments are made to other Company executives if Executive
remains employed through the end of the Term. The Target Bonuses for 2004
and thereafter will be based on financial and other objective targets that
the Company reasonably believes are reasonably attainable at the time that
they are set, with the 2004 targets being based on 2004 agreed-upon budgets
and incentive terms.
(c) As previously approved by the Board, Executive received an award
of options to purchase 100,000 shares of common stock and an award of
50,000 shares of restricted stock. One hundred percent (100%) of the
options will vest over a 4-year period beginning on the date of the grant
of the equity awards (the "Grant Date"), with one-fourth vesting on each
anniversary of the Grant Date. Fifty percent (50%) of the restricted stock
will vest on the second anniversary of the Grant Date, with the other fifty
percent (50%) vesting on the third anniversary of the Grant Date. Executive
shall also be eligible to participate in and receive future grants under
290148
|
Conseco
As referenced in this Employment Agreement:
Conseco, Inc – desires to continue to have the benefit and advantage
of the services of Executive for an extended period to assist the Company and
Conseco, Inc . ("Conseco") upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein,
_____________
Conseco, Inc – the
Agreement shall continue to be binding and effective.
18. Entire Agreement. Other than any equity award agreements entered into
pursuant to the Conseco, Inc . 2003 Long-Term Equity Incentive Plan, this
instrument contains the entire agreement of the parties and, as of the Effective
Date, supersedes
_____________
CONSECO, INC – effective as of the Effective Date.
COMPANY:
CONSECO SERVICES, LLC
By:/s/Eugene M. Bullis
------------------------------------
Name: Eugene M. Bullis
Its: Executive Vice President
CONSECO, INC .
By:/s/Eugene M. Bullis
------------------------------------
Name: Eugene M. Bullis
Its: Executive Vice President
EXECUTIVE:
/s/John R. Kline
----------------------------------------
John R. Kline
{/TEXT}
{/
_____________
dt 248043
;
Conseco Services, LLC;
| John R. Kline
|
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| 2004 |
Employment Agreement
Employment Agreement (37K)
Doc #290180: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, dated as of the 10th day of September, 2003, is
between Conseco, Inc., a Delaware corporation ("Company"), and Eugene M. Bullis
("Executive").
WHEREAS, the services of Executive and his managerial and professional
experience are of value to the Company.
WHEREAS, the Company desires to continue to have the benefit and advantage
of the services of Executive for an extended period to assist the Company upon
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1. Employment. The Company hereby employs Executive and Executive hereby
accepts employment upon the terms and conditions hereinafter set forth.
2. Term. The effective date of this agreement (the "Agreement") shall be
the date set forth above (the "Effective Date"). Subject to the provisions for
termination as provided in Section 10 hereof, the term of Executive's employment
under this Agreement shall be the period beginning on the Effective Date and
ending on the third anniversary of the Effective Date. The term of Executive's
employment shall not be automatically renewed. The term ending on the third
anniversary of the Effective Date is hereinafter referred to as the "Term." The
Term shall end upon the termination of Executive's employment with the Company.
3. Duties. During the Term, Executive shall be engaged by the Company in
the capacity of Executive Vice President and Chief Financial Officer of the
Company. Executive shall report to the Chief Executive Officer regarding the
performance of his duties.
4. Extent of Services. During the Term, subject to the direction and
control of the Chief Executive Officer of the Company and the board of directors
of the Company (the "Board"), Executive shall have the power and authority
commensurate with his executive status and necessary to perform his duties
hereunder. Executive shall devote his entire employable time, attention and best
efforts to the business of the Company and, during the Term, shall not, without
the consent of the Company, be actively engaged in any other business activity,
whether or not such business activity is pursued for gain, profit or other
pecuniary advantage; provided, however, that, subject to Section 9 hereof, this
shall not be construed as preventing Executive from serving on boards of
professional, community, civic, education, charitable and corporate
organizations on which he presently serves or may choose to serve or investing
his assets in such form or manner as will not require any services on the part
of Executive in the operation of the affairs of the companies in which such
investments are made (to the extent not in violation of the noncompete listed in
Section 9 hereof); provided, however, that corporate organizations shall be
limited to those mutually agreed upon by Executive and the Company.
{PAGE}
5. Compensation. During the Term:
(a) As compensation for services hereunder rendered during the Term
hereof, Executive shall receive a base salary ("Base Salary") of Six
Hundred Thousand Dollars ($600,000) per year payable in equal installments
in accordance with the Company's payroll procedure for its salaried
executives. Salary payments and other payments under this Agreement shall
be subject to withholding of taxes and other appropriate and customary
amounts. Executive may receive increases in his Base Salary from time to
time, based upon his performance, subject to approval of the Board or the
Compensation Committee thereof.
(b) In addition to Base Salary, Executive will have an opportunity to
earn a bonus each year as determined by the Board or the Compensation
Committee thereof, with a target annual bonus equal to 100% of Executive's
Base Salary (the "Target Bonus") and a maximum annual bonus of 200% of his
Base Salary with respect to any calendar year, with such bonus payable at
such time that other similar payments are made to other Company executives.
For purposes of clarification, annual executive bonuses are generally paid
in March of the year following the year with respect to which such bonuses
are payable, if Executive remains employed with the Company through such
date or as otherwise payable under the Company's severance policy for
senior officers. Notwithstanding the above, a pro-rata portion of the 2006
bonus will be paid at the same time that similar payments are made to other
Company executives if Executive remains employed through the end of the
Term. The 2003 Target Bonus will be based on existing bonus plans and
targets. The Target Bonuses for 2004 and thereafter will be based on
financial and other objective targets that the Board reasonably believes
are reasonably attainable at the time that they are set, with the 2004
targets being based on 2004 agreed-upon budgets and incentive terms.
(c) Executive is entitled to a cash bonus of One Million Two Hundred
Thousand Dollars ($1,200,000) payable immediately upon the execution of the
Agreement by the Company and Executive. Executive is entitled to an
additional One Million Two Hundred Thousand Dollars ($1,200,000) (the
"Future Success Bonus") to be paid on the third anniversary of the
Effective Date. The Future Success Bonus shall be subject to acceleration
triggers under which (a) one-third of the Future Success Bonus will become
immediately payable upon the first refinancing of the preferred stock and
290180
|
Conseco
As referenced in this Employment Agreement:
Conseco, Inc – M. BULLIS
{TEXT}
{PAGE}
Exhibit 10.9
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, dated as of the 10th day of September, 2003, is
between Conseco, Inc ., a Delaware corporation ("Company"), and Eugene M. Bullis
("Executive").
WHEREAS, the services of Executive and his managerial and professional
experience are of
_____________
Conseco, Inc – the
Agreement shall continue to be binding and effective.
18. Entire Agreement. Other than any equity award agreements entered into
pursuant to the Conseco, Inc . 2003 Long-Term Equity Incentive Plan, this
instrument contains the entire agreement of the parties and, as of the Effective
Date, supersedes
_____________
CONSECO, INC – IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written, effective as of the Effective Date.
COMPANY:
CONSECO, INC .
/s/ William J. Shea
----------------------------------------
William J. Shea
President and Chief Executive Officer
EXECUTIVE:
/s/ Eugene M. Bullis
----------------------------------------
Eugene M. Bullis
{/TEXT}
{/DOCUMENT}
_____________
dt 248075
;
| Eugene M. Bullis
|
| Preview
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Employment Agreement
Employment Agreement (16K)
Doc #290181: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, dated as of the 15th day of July, 2002, as
amended and restated as of September 5, 2002, is between CONSECO, INC., an
Indiana corporation ("Company"), and John R. Kline ("Employee").
RECITALS
A. The services of Employee, and his managerial and professional
experience, are of value to the Company.
B. The Company desires to have the benefit of the Employee's services for
an extended period.
. . .
290181
|
Conseco
As referenced in this Employment Agreement:
CONSECO, INC – This EMPLOYMENT AGREEMENT, dated as of the 15th day of July, 2002, as
amended and restated as of September 5, 2002, is between CONSECO, INC ., an
Indiana corporation ("Company"), and John R. Kline ("Employee").
RECITALS
A. The services of Employee, and his managerial and professional
experience, are
_____________
CONSECO, INC – hereunder without the prior written consent of the other.
IN WITNESS WHEREOF, the parties have executed this Agreement as of July 15,
2002.
CONSECO, INC .
By:/s/ William J. Shea
---------------------------------
William J. Shea, President
"Company"
/s/ John R. Kline
----------------------------------
John R. Kline
"Employee"
5
{/TEXT}
{/DOCUMENT}
_____________
dt 248076
| |
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| 2004 |
Employment Agreement
Employment Agreement (38K)
Doc #290182: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, dated as of the 10th day of September,
2003, is between 40|86 Advisors, Inc., (formerly known as Conseco Capital
Management, Inc.), a Delaware corporation ("Company"), and Eric R. Johnson
("Executive").
WHEREAS, the services of Executive and his managerial and professional
experience are of value to the Company.
WHEREAS, the Company desires to continue to have the benefit and
advantage of the services of Executive for an extended period to assist the
Company and Conseco, Inc. ("Conseco") upon the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Employment. The Company hereby employs Executive and Executive
hereby accepts employment upon the terms and conditions hereinafter set forth.
2. Term. The effective date of this agreement (the "Agreement") shall
be the date set forth above (the "Effective Date"). Subject to the provisions
for termination as provided in Section 10 hereof, the term of Executive's
employment under this Agreement shall be the period beginning on the Effective
Date and ending on the third anniversary of the Effective Date. The term of
Executive's employment shall not be automatically renewed. The term ending on
the third anniversary of the Effective Date is hereinafter referred to as the
"Term." The Term shall end upon the termination of Executive's employment with
the Company.
3. Duties. During the Term, Executive shall be engaged by the Company
in the capacity of President of the Company, a member of the board of directors
of the Company, and Senior Vice President of Conseco. Executive shall report to
the Chief Financial Officer of Conseco regarding the performance of his duties.
4. Extent of Services. During the Term, subject to the direction and
control of the Chief Financial Officer of Conseco and the board of directors of
Conseco (the "Board"), Executive shall have the power and authority commensurate
with his executive status and necessary to perform his duties hereunder.
Executive shall devote his entire employable time, attention and best efforts to
the business of the Company and, during the Term, shall not, without the consent
of the Company, be actively engaged in any other business activity, whether or
not such business activity is pursued for gain, profit or other pecuniary
advantage; provided, however, that, subject to Section 9 hereof, this shall not
be construed as preventing Executive from serving on boards of professional,
community, civic, education, charitable and corporate organizations on which he
presently serves or may choose to serve or investing his assets in such form or
manner as will not require any services on the part of Executive in the
operation of the affairs of the companies in which such investments are made (to
the extent not in violation of the noncompete provisions of Section 9 hereof);
provided, however, that corporate organizations shall be limited to those which
Executive presently serves, if any, as listed on Exhibit A and such others as
mutually agreed upon by Executive and the Company.
{PAGE}
5. Compensation. During the Term:
(a) As compensation for services hereunder rendered during the
Term hereof, Executive shall receive a base salary ("Base Salary") of
Five Hundred Thousand Dollars ($500,000) per year payable in equal
installments in accordance with the Company's payroll procedure for
its salaried executives. Salary payments and other payments under this
Agreement shall be subject to withholding of taxes and other
appropriate and customary amounts. Executive may receive increases in
his Base Salary from time to time, based upon his performance, subject
to approval of the Board or the Compensation Committee thereof.
(b) In addition to Base Salary, Executive will have an
opportunity to earn a bonus each year as determined by the Board or
the Compensation Committee thereof, with a target annual bonus equal
to 100% of Executive's Base Salary (the "Target Bonus") and a maximum
annual bonus of 200% of his Base Salary with respect to any calendar
year, with such bonus payable at such time that other similar payments
are made to other Company executives. For purposes of clarification,
annual executive bonuses are generally paid in March of the year
following the year with respect to which such bonuses are payable, if
Executive remains employed with the Company through such date or as
otherwise payable under the Company's severance policy for senior
officers. Notwithstanding the above, a pro-rata portion of the 2006
bonus will be paid at the same time that similar payments are made to
other Company executives if Executive remains employed through the end
of the Term. The 2003 Target Bonus will be based on existing bonus
plans and targets. The Target Bonuses for 2004 and thereafter will be
based on financial and other objective targets that the Board
reasonably believes are reasonably attainable at the time that they
are set, with the 2004 targets being based on 2004 agreed-upon budgets
and incentive terms.
(c) Executive is entitled to a cash bonus of Nine Hundred Fifty
Thousand Dollars ($950,000) payable on January 1, 2004. Executive is
entitled to an additional Nine Hundred Fifty Thousand Dollars
($950,000) (the "Future Success Bonus") to be paid on the third
anniversary of the Effective Date. The Future Success Bonus shall be
subject to acceleration triggers under which (a) one-third of the
Future Success Bonus will become immediately payable upon the first
290182
|
Conseco
As referenced in this Employment Agreement:
Conseco, Inc – desires to continue to have the benefit and
advantage of the services of Executive for an extended period to assist the
Company and Conseco, Inc . ("Conseco") upon the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein,
_____________
Conseco, Inc – the
Agreement shall continue to be binding and effective.
18. Entire Agreement. Other than any equity award agreements entered
into pursuant to the Conseco, Inc . 2003 Long-Term Equity Incentive Plan, this
instrument contains the entire agreement of the parties and, as of the Effective
Date, supersedes
_____________
CONSECO, INC – written, effective as of the Effective Date.
COMPANY:
40|86 ADVISORS, INC.
By:/s/Eugene M. Bullis
-------------------------------------
Name: Eugene M. Bullis
Its: Chairman
CONSECO, INC .
By:/s/William S. Kirsch
-------------------------------------
Name: William S. Kirsch
Its: General Counsel
EXECUTIVE:
/s/Eric R. Johnson
----------------------------------------
Eric R. Johnson
10
{/TEXT}
{/
_____________
dt 248077
;
40|86 Advisors, Inc.;
| Conseco Capital Management, Inc.;
Eric R. Johnson
|
| Preview
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| 2003 |
Employment Agreement
Employment Agreement (73K)
Doc #290188: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
This EMPLOYMENT AGREEMENT, dated as of the 27th day of May, 2003, is
between CONSECO, INC., a Delaware corporation ("Company"), and William J. Shea
("Executive").
WHEREAS Executive and Conseco, Inc., an Indiana corporation ("Old Conseco")
previously entered into an agreement dated September 10, 2001, which was
subsequently replaced by an Amended Employment Agreement dated June 1, 2002,
whereby Executive was employed in the capacity as the President, Chief Operating
Officer and acting Chief Financial Officer of Old Conseco; and
WHEREAS Executive was promoted as Old Conseco's Chief Executive Officer
effective as of November 19, 2002; and
WHEREAS Old Conseco filed a voluntary petition under the provisions of
Chapter 11 of Title 11 of the United States Code with the United States
Bankruptcy Court for the Northern District of Illinois on or about December 17,
2002; and
WHEREAS the retention of Executive as Chief Executive Officer and President
of the Company is vital to the success of the reorganization; and
WHEREAS the Company desires to employ Executive as its Chief Executive
Officer and President upon the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration and the mutual
covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Employment. The Company hereby employs Executive and Executive hereby
accepts employment upon the terms and conditions hereinafter set forth.
2. Term. The effective date of this agreement (the "Agreement") shall be
the "Effective Date" as defined in the document commonly known as "Reorganizing
Debtors' Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of
the United States Bankruptcy Code", dated March 18, 2003, as amended, as filed
in the bankruptcy case of Old Conseco (the "Bankruptcy Plan") (the "Effective
Date"). If the Effective Date does not occur, this Agreement shall be null and
void and have no force or effect, and Executive shall have no rights hereunder
and shall have no claims against the Company relating to this Agreement or
arising out of or relating to the failure of the Agreement to become effective.
Subject to the provisions for termination as provided in Section 10 hereof and
to any extension to which the parties may hereafter agree, the term of
Executive's employment under this Agreement shall be the period beginning on the
Effective Date, and ending on the third anniversary of the Effective Date and it
shall thereafter be automatically renewed for an indefinite number of one (1)
year periods unless either party sends written notice to the other party of its
intention not to renew at least ninety (90) days prior to expiration of said
term. If the election not to renew is made, Executive's employment hereunder
shall continue for the remaining original term ending on the third anniversary
of the Effective Date, or any extension periods thereafter if the original term
is
{PAGE}
renewed, subject to the provisions for termination as provided in Section 10
hereof. Notwithstanding anything to the contrary, Executive shall have the right
to terminate his employment for any reason during a sixty (60) day period
beginning on each anniversary of the Effective Date. The original term ending on
the third anniversary of the Effective Date and any extension periods thereafter
are hereinafter collectively referred to as the "Term." The Term shall end upon
the termination of Executive's employment with the Company.
3. Duties. During the Term, Executive shall be engaged by the Company in
the capacity of Chief Executive Officer and President. Executive shall report
solely and directly to the Board of Directors of the Company (the "Board"), it
being understood that, from time to time, as appropriate, Executive will consult
with and advise the Non-Executive Chairman of the Board with respect to matters
relating to the businesses and operations of the Company and its subsidiaries.
Executive shall be a member of the Board during the entire Term.
4. Extent of Services. During the Term, subject to the direction and
control of the Board, Executive shall have the power and authority commensurate
with his officer status and necessary to perform his duties hereunder. During
the Term, the Company agrees to provide to Executive such assistance and work
accommodations as are suitable to the character of his positions with the
Company and adequate for the performance of his duties. Executive shall devote
his entire employable time, attention and best efforts to the business of the
Company and, during the Term shall not, without the consent of the Company, be
actively engaged in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage; provided,
however, that, subject to Section 9 hereof, this shall not be construed as
preventing Executive from serving on boards of professional, community, civic,
education, charitable and corporate organizations on which he presently serves
or may choose to serve or investing his assets in such form or manner as will
not require any services on the part of Executive in the operation of the
affairs of the companies in which such investments are made; and provided
further that Executive may continue to serve on the board of Demoulas
Supermarkets, Inc. and, if elected, the Board of Directors of AIG Sun America
Funds beginning in 2004, provided that such service does not materially
interfere with the performance of his duties under this Agreement. For purposes
of this Agreement, full-time employment shall be the normal work week for
individuals in comparable officer positions with the Company.
5. Compensation. During the Term:
(a) As compensation for services hereunder rendered during the Term
hereof, Executive shall receive a base salary ("Base Salary") of One
Million Dollars ($1,000,000) per year payable in equal installments in
accordance with the Company's payroll procedure for its salaried
executives. Salary payments and other payments under this Agreement shall
be subject to withholding of taxes and other appropriate and customary
amounts. Executive and the Company shall review the Base Salary on or
before January 31 of each year during the Term hereof, and Executive may
receive increases in his Base Salary from time to time, based upon his
performance, subject to approval of the Compensation Committee of the
Board.
(b) In addition to Base Salary, Executive will have an opportunity to
earn a bonus each year as determined by the Compensation Committee or the
Board, with a target
2
{PAGE}
annual bonus equal to one times Executive's Base Salary (the "Target
Bonus") and a maximum annual bonus of two times his Base Salary with
respect to any calendar year. The Target Bonus will be based on financial
and other objective targets that the Compensation Committee or the Board
reasonably believes are reasonably attainable at the time that they are
set.
(c) The Company shall provide to Executive, and, as soon as
practicable after the Effective Date, the Company, Conseco Services, LLC,
CIHC, Incorporated and their successors and assigns shall guarantee payment
290188
|
Conseco
As referenced in this Employment Agreement:
CONSECO, INC – EXHIBIT 10.5
{TEXT}
Exhibit 10.5
EMPLOYMENT AGREEMENT
--------------------
This EMPLOYMENT AGREEMENT, dated as of the 27th day of May, 2003, is
between CONSECO, INC ., a Delaware corporation ("Company"), and William J. Shea
("Executive").
WHEREAS Executive and Conseco, Inc., an Indiana corporation ("Old Conseco")
previously entered into
_____________
Conseco, Inc – of the 27th day of May, 2003, is
between CONSECO, INC., a Delaware corporation ("Company"), and William J. Shea
("Executive").
WHEREAS Executive and Conseco, Inc ., an Indiana corporation ("Old Conseco")
previously entered into an agreement dated September 10, 2001, which was
subsequently replaced by an Amended Employment
_____________
Conseco, inc – instrument contains the entire agreement of the
parties and, effective as of the Effective Date, supersedes all prior agreements
between Executive and Old Conseco, inc luding that certain employment agreement
between Executive and Old Conseco, dated September 10, 2001, as amended and
restated on June 1, 2002. The
_____________
CONSECO, INC – IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written, effective as of the Effective Date.
COMPANY:
CONSECO, INC .
By:/s/Eugene M. Bullis
-------------------------------
Name: Eugene M. Bullis
Its: Executive Vice President and
Chief Financial Officer
EXECUTIVE:
/s/William J. Shea
----------------------------------
_____________
Conseco (inc – the Committee shall continue to have the right
to raise, appear and be heard on any issues in the bankruptcy case of Old
Conseco (inc luding, without limitation, the right to object to the Bankruptcy
Plan), but hereby waives its right to object to or oppose this Agreement,
_____________
dt 248083
;
 BofA
As referenced in this Employment Agreement:
BANK OF AMERICA, N.A. – on any
grounds other than an objection to this Agreement shall not be deemed to be an
objection or opposition to this Agreement.
BANK OF AMERICA, N.A.
By:/s/Bridget Garavalia
------------------------------
Name: Bridget Garavalia
Its: Managing Director
By:/s/David Tepper
------------------------------
Name: David Tepper
Its: Co-Chair
18
{PAGE}
_____________
dt 235171
;
| William J. Shea
|
| Preview
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| 2003 |
Employment Agreement
Employment Agreement (17K)
Doc #290232: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the 1st day of July, 2002, between
CONSECO SERVICES, LLC, an Indiana limited liability company ("Company"), and
Eugene M. Bullis ("Employee").
RECITALS
A. The services of Employee, and his managerial and professional
experience, are of value to the Company.
B. The Company and Employee have agreed to enter into this Employment
Agreement ("Agreement").
. . .
290232
|
Conseco
As referenced in this Employment Agreement:
Conseco, Inc – and an additional bonus at the conclusion of
the Initial Term on June 30, 2003, in such amounts as the Compensation Committee
of Conseco, Inc ., may approve upon the recommendation of the President, in each
case not to exceed $250,000, based on his performance under this
_____________
dt 248118
| |
| Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (16K)
Doc #290260: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, dated as of the 15th day of July, 2002, as
amended and restated as of September 5, 2002, is between CONSECO, INC., an
Indiana corporation ("Company"), and John R. Kline ("Employee").
RECITALS
A. The services of Employee, and his managerial and professional
experience, are of value to the Company.
B. The Company desires to have the benefit of the Employee's services for
an extended period.
. . .
290260
|
Conseco
As referenced in this Employment Agreement:
CONSECO, INC – This EMPLOYMENT AGREEMENT, dated as of the 15th day of July, 2002, as
amended and restated as of September 5, 2002, is between CONSECO, INC ., an
Indiana corporation ("Company"), and John R. Kline ("Employee").
RECITALS
A. The services of Employee, and his managerial and professional
experience, are
_____________
CONSECO, INC – hereunder without the prior written consent of the other.
IN WITNESS WHEREOF, the parties have executed this Agreement as of July 15,
2002.
CONSECO, INC .
By:/s/ William J. Shea
---------------------------------
William J. Shea, President
"Company"
/s/ John R. Kline
----------------------------------
John R. Kline
"Employee"
5
{/TEXT}
{/DOCUMENT}
_____________
dt 248141
| |
| Preview
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| 2001 |
Employment Agreement
Employment Agreement (39K)
Doc #290331: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT, dated as of the 10th day of September,
2001, between CONSECO, INC., an Indiana corporation (hereinafter called the
"Company"), and William J. Shea (hereinafter called "Employee").
RECITALS
--------
WHEREAS, the services of Employee, and his managerial and professional
experience, are of great value to the Company; and
WHEREAS, the Company deems it to be essential for it to have the
benefit and advantage of the services of the Employee for an extended period;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree as follows:
1. Employment. The Company hereby employs Employee and Employee
hereby accepts employment upon the terms and conditions hereinafter
set forth.
2. Term. The effective date of this Agreement shall be September
10, 2001. Subject to the provisions for termination as provided in Section
10 hereof, the term of this Agreement shall be the period beginning September
10, 2001, and ending December 31, 2006.
3. Duties. Employee is engaged by the Company in the capacity of
Executive Vice President of Sales and Distribution. Employee shall report to the
Chief Executive Officer regarding the performance of his duties and shall be
subject to the direction and control of the Board of Directors of the Company
(sometimes referred to herein as the "Board") and the Chief Executive Officer.
Employee's position with the Company shall be Executive Vice President of Sales
and Distribution, and such other positions as may be determined from time to
time by the Board.
4. Extent of Services. Employee, subject to the direction and
control of the Chief Executive Officer and the Board, shall have the power and
authority commensurate with his officer status and necessary to perform his
duties hereunder. The Company agrees to provide to Employee such assistance and
work accommodations as are suitable to the character of his positions with the
Company and adequate for the performance of his duties. Employee shall devote
his entire employable time, attention and best efforts to the business of the
Company, and shall not, without the consent of the Company, during the term of
his Agreement be actively engaged in any other business activity, whether or not
such business activity is pursued for gain, profit or other pecuniary advantage;
provided, however, that this shall not be construed as preventing Employee from
serving on boards of professional, community, civic, education, charitable and
corporate organizations on which he presently serves or may choose to serve
(including in particular the Children's Hospital board) or investing his assets
in such form or manner as will not require any services on the part of Employee
in the operation of the affairs of the companies in which such investments are
1
{PAGE}
made; and provided further that Employee may continue to serve on the board of
Demoulas Supermarkets, provided that such service does not interfere with the
performance of his duties under this Agreement. For purposes of this Agreement,
full-time employment shall be the normal work week for individuals in comparable
officer positions with the Company.
5. Compensation.
(a) As compensation for services hereunder rendered during the
term hereof, Employee shall receive a base salary ("Base Salary") of
Five Hundred Thousand Dollars ($500,000) per year payable in equal
installments in accordance with the Company's payroll procedure for its
salaried employees. Salary payments and other payments under this
Agreement shall be subject to withholding of taxes and other
appropriate and customary amounts. Employee and the Company shall
review the Base Salary on an annual basis, and Employee may receive
increases in his Base Salary from time to time, based upon his
performance in his executive and management capacity. The amounts of
any such salary increases shall be approved by the Board or the
Compensation Committee of the Board upon the recommendation of the
Chief Executive Officer.
(b) In addition to Base Salary, Employee may receive such
other bonuses or incentive compensation, including stock options, as
the Compensation Committee or the Board may approve from time to time
upon the recommendation of the Chief Executive Officer with a target
equal to one times Employee's Base Salary then in effect (the "Target
Bonus") but not in excess of two times his Base Salary with respect to
any calendar year; provided, however, that any bonus for calendar year
2001 shall be determined on a pro rata basis, based on the portion of
the year worked.
(c) On September 17, 2001, the Company shall issue to Employee
50,000 shares of Restricted Stock. The restrictions on the Restricted
Stock shall lapse as to 20% of the shares on September 17, 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" (as defined in Section 10) of the Company, 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. Dividends, if any, on the Restricted Stock will
be paid to Employee as compensation during the restriction period.
Employee 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 (the "Code"), with respect to the Restricted Stock.
290331
|
Conseco
As referenced in this Employment Agreement:
CONSECO, INC – EXHIBIT 10.1.38
{TEXT}
Exhibit 10.1.38
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT, dated as of the 10th day of September,
2001, between CONSECO, INC ., an Indiana corporation (hereinafter called the
"Company"), and William J. Shea (hereinafter called "Employee").
RECITALS
--------
WHEREAS, the services of Employee, and his
_____________
CONSECO, INC – the prior written
consent of the other.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CONSECO, INC .
By:/s/ Gary C. Wendt
----------------------------------
Gary C. Wendt
Chairman of the Board
"Company"
/s/ William J. Shea
----------------------------------
William J. Shea
"Employee"
11
{/
_____________
dt 248192
;
| William J. Shea
|
| Preview
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| 2001 |
Employment Agreement
Employment Agreement (40K)
Doc #290349: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the 21st day of February,
2001, between CONSECO, INC., an Indiana corporation (hereinafter called the
"Company"), and David Gubbay (hereinafter called "Employee").
RECITALS
WHEREAS, the services of Employee, and his managerial and professional
experience, are of great value to the Company;
WHEREAS, the Company deems it to be essential for it to have the
benefit and advantage of the services of the Employee for an extended period;
and
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree as follows:
1. Employment. The Company hereby employs Employee and Employee hereby
accepts employment upon the terms and conditions hereinafter set forth.
2. Term. The effective date of this Agreement shall be March 13, 2001.
Subject to the provisions for termination as provided in Section 10 hereof, the
term of this Agreement shall be the period beginning March 13, 2001, and ending
March 13, 2006, and it shall be automatically renewed for successive two (2)
year periods on March 13, 2006 and each succeeding March 13 unless either party
elects not to renew this Agreement by serving written notice of such intention
not to renew on the other party at least 90 days prior to such March 13. If such
an election is made, this Agreement shall remain in full force and effect for
the remaining original term ending March 13, 2006 or, if this Agreement has been
renewed, the remainder of the renewal period relating to the last such renewal,
subject to the provisions for termination as provided in Section 10 hereof. The
Basic Employment Period as used in this Agreement shall mean the original term
ending March 13, 2006 or, if this Agreement has been renewed, the 2-year period
relating to the last renewal.
3. Duties. Employee is engaged by the Company in the capacity of
Executive Vice President of Strategic Business Development. Employee shall
report to the Chief Executive Officer regarding the performance of his duties
and shall be subject to the direction and control of the Board of Directors of
the Company (sometimes referred to herein as the "Board") and the Chief
Executive Officer. Employee's position with the Company shall be Executive Vice
President of Strategic Business Development, and such other positions as may be
determined from time to time by the Board.
4. Extent of Services. Employee, subject to the direction and control
of the Chief Executive Officer and the Board, shall have the power and authority
commensurate with his officer status and necessary to perform his duties
hereunder. The Company agrees to provide to Employee such assistance and work
accommodations as are suitable to the character of his positions with the
Company and adequate for the performance of his duties. Employee shall devote
his entire
{PAGE}
employable time, attention and best efforts to the business of the Company, and
shall not, without the consent of the Company, during the term of his Agreement
be actively engaged in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage; but this
shall not be construed as preventing Employee from serving on boards of
professional, community, civic, education, charitable and corporate
organizations on which he presently serves or may choose to serve or investing
his assets in such form or manner as will not require any services on the part
of Employee in the operation of the affairs of the companies in which such
investments are made. For purposes of this Agreement, full-time employment shall
be the normal work week for individuals in comparable officer positions with the
Company.
5. Compensation.
(a) As compensation for services hereunder rendered during the term
hereof, Employee shall receive a base salary ("Base Salary") of Three
Hundred Fifty Thousand Dollars ($350,000) per year payable in equal
installments in accordance with the Company's payroll procedure for its
salaried employees. Salary payments and other payments under this
Agreement shall be subject to withholding of taxes and other
appropriate and customary amounts. Employee and the Company shall
review the Base Salary on an annual basis, and Employee may receive
increases in his Base Salary from time to time, based upon his
performance in his executive and management capacity. The amounts of
any such salary increases shall be approved by the Board or the
Compensation Committee of the Board upon the recommendation of the
Chief Executive Officer.
(b) In addition to Base Salary, Employee may receive such other
bonuses or incentive compensation as the Compensation Committee or the
Board may approve from time to time upon the recommendation of the
Chief Executive Officer with a target equal to one times Employee's
Base Salary then in effect (the "Target Bonus") but not in excess of
two times his Base Salary with respect to any calendar year; provided,
however, that Employee shall receive a cash bonus of at least $281,918
for the period from March 13, 2001 through December 31, 2001.
(c) On the effective date of this Agreement, the Company shall
issue to Employee 50,000 shares of Restricted Stock. The restrictions
on the Restricted Stock shall lapse as to 20% of the shares on each of
March 13, 2002, March 13, 2003, March 13, 2004, March 13, 2005 and
March 13, 2006; provided, however, the restrictions shall lapse earlier
upon a "change in control" (as defined in Section 10) of the Company,
290349
|
Conseco
As referenced in this Employment Agreement:
CONSECO, INC – EX-10.1.34
{TEXT}
Exhibit 10.1.34
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the 21st day of February,
2001, between CONSECO, INC ., an Indiana corporation (hereinafter called the
"Company"), and David Gubbay (hereinafter called "Employee").
RECITALS
WHEREAS, the services of Employee, and his managerial
_____________
CONSECO, INC – written
consent of the other.
11
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CONSECO, INC .
By: /s/ Gary C. Wendt
-----------------------------------------
Gary C. Wendt
Chairman of the Board
"Company"
/s/ David Gubbay
-----------------------------------------
David Gubbay
"Employee"
12
{/TEXT}
{/DOCUMENT}
_____________
dt 248208
;
| David Gubbay
|
| Preview
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Employment Agreement
Employment Agreement (44K)
Doc #290351: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the 16th day of March, 2001,
between CONSECO, INC., an Indiana corporation ("Company"), and Charles B. Chokel
("Executive").
RECITALS
WHEREAS, the services of Executive, and his managerial and professional
experience, are of great value to the Company;
WHEREAS, the Company deems it to be essential for it to have the
benefit and advantage of the services of the Executive for an extended period;
and
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree as follows:
1. Employment. The Company hereby employs Executive and Executive
hereby accepts employment upon the terms and conditions hereinafter set forth.
2. Term. The effective date of this Agreement shall be March 16, 2001
(the "Effective Date"). Subject to the provisions for termination as provided in
Section 10 hereof, the term of this Agreement shall be the period beginning
March 16, 2001, and ending March 15, 2004, and it shall be automatically renewed
for successive two (2) year periods commencing on March 16, 2004 and every other
March 16 thereafter unless either party elects not to renew this Agreement by
serving written notice of such intention not to renew on the other party at
least 180 days prior to such March 16. If such an election is made, this
Agreement shall remain in full force and effect for the remaining original term
ending March 15, 2004 or, if this Agreement has been renewed, the remainder of
the renewal period relating to the last such renewal, subject to the provisions
for termination as provided in Section 10 hereof. The Basic Employment Period as
used in this Agreement shall mean the original term ending March 15, 2004 or, if
this Agreement has been renewed, the 2-year period relating to the last renewal.
3. Duties. Executive is engaged by the Company in an executive capacity
as its chief financial officer. Executive shall report to the Chief Executive
Officer regarding the performance of his duties and shall be subject to the
direction and control of the Board of Directors of the Company (sometimes
referred to herein as the "Board") and the Chief Executive Officer. Executive's
position with the Company shall be Executive Vice President and Chief Financial
Officer, and such other positions as may be determined from time to time by the
Board. At the first meeting of the Board following the commencement of his
employment, Executive shall be elected as a member of the Board, and it is
contemplated that, in connection with each annual meeting of shareholders of the
Company thereafter during the term hereof, at which Executive's term as a
director expires, the Board will nominate Executive for election as a member of
the Board.
{PAGE}
4. Extent of Services. Executive, subject to the direction and control
of the Chief Executive Officer and the Board, shall have the power and authority
commensurate with his executive status and necessary to perform his duties
hereunder. The Company agrees to provide to Executive such assistance and work
accommodations as are suitable to the character of his positions with the
Company and adequate for the performance of his duties. Executive shall devote
his entire employable time, attention and best efforts to the business of the
Company, and shall not, without the consent of the Company, during the term of
this Agreement be actively engaged in any other business activity, whether or
not such business activity is pursued for gain, profit or other pecuniary
advantage; but this shall not be construed as preventing Executive from serving
on boards of professional, community, civic, education, charitable and corporate
organizations on which he presently serves or may choose to serve or investing
his assets in such form or manner as will not require any services on the part
of Executive in the operation of the affairs of the companies in which such
investments are made. For purposes of this Agreement, full- time employment
shall be the normal work week for individuals in comparable executive positions
with the Company.
5. Compensation.
(a) As compensation for services hereunder rendered during the term
hereof, Executive shall receive a base salary ("Base Salary") of Seven
Hundred Thousand Dollars ($700,000) per year payable in equal
installments in accordance with the Company's payroll procedure for its
salaried employees. Salary payments and other payments under this
Agreement shall be subject to withholding of taxes and other
appropriate and customary amounts. Executive may receive increases in
his Base Salary from time to time, based upon his performance in his
executive and management capacity. The amounts of any such salary
increases shall be approved by the Board or the Compensation Committee
of the Board upon the recommendation of the Chief Executive Officer.
(b) In addition to Base Salary, Executive may receive such other
bonuses or incentive compensation as the Compensation Committee or the
Board may approve from time to time, upon the recommendation of the
Chief Executive Officer, with a target equal to one times Executive's
Base Salary then in effect (the "Target Bonus), but not in excess of
two times his Base Salary with respect to any calendar year.
(c) Executive shall also receive a signing bonus of One Million
Dollars ($1,000,000), payable on the first salary payment date
following the commencement of employment. If Executive voluntarily
terminates his employment with the Company prior to the first
anniversary of the date of this Agreement, he will immediately pay the
Company a pro rata portion of such signing bonus (based on the portion
of the 1-year period remaining after the date of such termination of
employment).
2
{PAGE}
(d) On the effective date of this Agreement, the Company shall issue
to Executive five hundred thousand (500,000) shares of Restricted
Stock, which restrictions shall lapse (A) as to one third of the shares
if Executive remains an employee of the Company through the first
anniversary of the date of this Agreement, (B) as to an additional
one-third of the shares if Executive remains an employee of the Company
through the second anniversary of the date of this Agreement, and (C)
as to the remaining shares if Executive remains an employee through the
third anniversary of the date of this Agreement; however, the
restrictions shall lapse earlier upon a "change in control" (as defined
in Section 10) of the Company or in the event this Agreement is
290351
|
Conseco
As referenced in this Employment Agreement:
CONSECO, INC – EX-10.1.36
{TEXT}
Exhibit 10.1.36
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the 16th day of March, 2001,
between CONSECO, INC ., an Indiana corporation ("Company"), and Charles B. Chokel
("Executive").
RECITALS
WHEREAS, the services of Executive, and his managerial and professional
experience, are
_____________
CONSECO, INC – written
consent of the other.
13
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CONSECO, INC .
By: /s/ Gary C. Wendt
---------------------------
Gary C. Wendt
Chairman of the Board
"Company"
/s/ Charles B. Chokel
---------------------------
Charles B. Chokel
"Executive"
14
{/
_____________
dt 248210
;
| Charles B. Chokel
|
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Employment Agreement
Employment Agreement (42K)
Doc #290362: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT, dated as of the 29th day of November, 2000,
between CONSECO FINANCE CORP., a Delaware corporation (hereinafter called the
"Company"), and Bruce A. Crittenden (hereinafter called "Executive").
RECITALS
--------
WHEREAS, the services of Executive, and his managerial and professional
experience, are of great value to the Company;
WHEREAS, the Company deems it to be essential for it to have the
benefit and advantage of the services of the Executive for an extended period;
and
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree as follows:
1. Employment. The Company hereby employs Executive and Executive
hereby accepts employment upon the terms and conditions hereinafter set forth.
2. Term. The effective date of this Agreement shall be October 31,
2000. Subject to the provisions for termination as provided in Section 10
hereof, the term of this Agreement shall be the period beginning October 31,
2000, and ending December 31, 2003, and it shall be automatically renewed for an
additional one year period on January 1, 2004 unless either party elects not to
renew this Agreement by serving written notice of such intention not to renew on
the other party at least 180 days prior to such January 1. If such an election
is made, this Agreement shall remain in full force and effect for the remaining
original term ending December 31, 2003, subject to the provisions for
termination as provided in Section 10 hereof. The Basic Employment Period as
used in this Agreement shall mean the original term ending December 31, 2003 or,
if this Agreement has been renewed, December 31, 2004.
3. Duties. Executive is engaged by the Company as its President and
Chief Executive Officer. Executive shall be subject to, and shall discharge his
executive duties in accordance with, the direction and control of the Board of
Directors of the Company (sometimes referred to herein as the "Board") and shall
report regarding the performance of his duties to the Board or the Chief
Executive Officer of Conseco, Inc. (the "Conseco Chairman") (provided that the
Company is then a subsidiary of Conseco).
4. Extent of Services. Executive, subject to the direction and control
of the Board, and if applicable, the Conseco Chairman, shall have the power and
authority commensurate with his status as the President and Chief Executive
Officer of the Company and necessary to perform his duties hereunder. The
Company agrees to provide to Executive such assistance and work accommodations
as are suitable to the character of his positions with the Company and adequate
for the performance of his duties. Executive shall devote his entire employable
time, attention and best
1
{PAGE}
efforts to the business of the Company, and shall not, without the consent of
the Company, during the term of this Agreement be actively engaged in any other
business activity, whether or not such business activity is pursued for gain,
profit or other pecuniary advantage; but this shall not be construed as
preventing Executive from serving on boards of professional, community, civic,
educational or charitable organizations or from investing his assets in such
form or manner as will not require any services on the part of Executive in the
operation of the affairs of the companies in which such investments are made.
For purposes of this Agreement, full-time employment shall be the normal work
week for individuals in comparable executive positions with the Company.
5. Compensation.
(a) As compensation for services hereunder rendered during the term
hereof, Executive shall receive a base salary ("Base Salary") of Six
Hundred Thousand Dollars ($600,000) per year payable in equal
installments in accordance with the Company's payroll procedure for its
salaried employees. Salary payments and other payments under this
Agreement shall be subject to withholding of taxes and other
appropriate and customary amounts. Executive may receive increases in
his Base Salary from time to time, based upon his performance in his
executive and management capacity. The amounts of any such salary
increases shall be approved by the Board or the Compensation Committee
of the Board.
(b) In addition to Base Salary, Executive shall receive a bonus
determined as follows. For the calendar year ending December 31, 2000,
Executive shall receive a bonus of not less than Nine Hundred Thousand
Dollars ($900,000). For calendar years ending on or after December 31,
2001, during the Basic Employment Period, Executive shall receive a
bonus payable within 120 days of the end of the calendar year equal to
.20% of the Company's Pretax Income (as defined below) for such
calendar year. Such bonus shall be calculated from the books and
records of the Company which shall be kept in accordance with generally
accepted accounting principles applied by the Company in the
preparation of its financial statements. "Pretax Income" shall mean the
Company's net income available to common shareholders as adjusted to
add back income taxes (to the extent deducted in computing net income).
"Pretax Income" shall exclude the effect (in each case net of
applicable tax) of (i) extraordinary items, (ii) discontinued
operations and (iii) the cumulative effects of changes in accounting
principles. In making such calculation, the expenses of Conseco
allocated to the Company shall not exceed the percentage of the
Company's operating expenses that such allocated expenses represented
during calendar year 2000; provided, however, that if certain functions
of the Company's business that are currently being provided by the
Company are transferred in the future to Conseco or one of its other
subsidiaries, the expenses associated with such transferred function
shall be treated as allocated expenses only to the extent of any
increase in the expenses associated with such transferred functions.
(c) In the event that the Company sells a subsidiary or other
portion of its business (other than sales of assets in the ordinary
course of business or sales, including without limitation Vendor
Services, that were identified as "discontinued lines" in the Company's
Form 10-Q for the period ended September 30, 2000) or purchases a
company or portion of the assets or business of a company and the
business purchased or sold would constitute a "significant subsidiary"
of the Company under Regulation S-X of the Securities and Exchange
Commission as in effect on the date of this Agreement, the bonus
290362
|
Conseco
As referenced in this Employment Agreement:
Conseco, Inc – to herein as the "Board") and shall
report regarding the performance of his duties to the Board or the Chief
Executive Officer of Conseco, Inc . (the "Conseco Chairman") (provided that the
Company is then a subsidiary of Conseco).
4. Extent of Services. Executive, subject to the direction
_____________
Conseco, Inc – any of its subsidiaries with respect to the manufactured housing
industry; or (iii) solicit for employment or employ any non-exempt employee of
Conseco, Inc . ("Conseco"), the
4
{PAGE}
Company or any of their respective subsidiaries. During the term of this
Agreement and for one year thereafter,
_____________
Conseco, Inc – a change in control of Conseco as defined in
(e) below and in exchange for Executive's Program Stock (as defined in
the Conseco, Inc . 2000 Employee
5
{PAGE}
Stock Purchase Program Work-Down Plan (the "2000 Plan")), Executive
shall be entitled to receive an amount equal
_____________
dt 248217
;
Conseco Finance Corp.;
| Bruce A. Crittenden
|
| Preview
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Employment Agreement
Employment Agreement (41K)
Doc #290375: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the 11th day of August,
2000, between CONSECO, INC., an Indiana corporation (hereinafter called the
"Company"), and David K. Herzog (hereinafter called "Executive").
RECITALS
WHEREAS, the services of Executive, and his managerial and professional
experience, are of great value to the Company;
WHEREAS, the Company deems it to be essential for it to have the
benefit and advantage of the services of the Executive for an extended period;
and
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree as follows:
1. Employment. The Company hereby employs Executive and Executive
hereby accepts employment upon the terms and conditions hereinafter set forth.
2. Term. The effective date of this Agreement shall be September 1,
2000. Subject to the provisions for termination as provided in Section 10
hereof, the term of this Agreement shall be the period beginning September 1,
2000, and ending December 31, 2003, and it shall be automatically renewed for
successive two (2) year periods on January 1, 2004 and each succeeding January 1
unless either party elects not to renew this Agreement by serving written notice
of such intention not to renew on the other party at least 180 days prior to
such January 1. If such an election is made, this Agreement shall remain in full
force and effect for the remaining original term ending December 31, 2003 or, if
this Agreement has been renewed, the remainder of the renewal period relating to
the last such renewal, subject to the provisions for termination as provided in
Section 10 hereof. The Basic Employment Period as used in this Agreement shall
mean the original term ending December 31, 2003 or, if this Agreement has been
renewed, the 2-year period relating to the last renewal.
3. Duties. Executive is engaged by the Company in an executive capacity
as its chief legal officer. Executive shall report to the Chief Executive
Officer regarding the performance of his duties and shall be subject to the
direction and control of the Board of Directors of the Company (sometimes
referred to herein as the "Board") and the Chief Executive Officer. Executive's
position with the Company shall be Executive Vice President, General Counsel and
Secretary, and such other positions as may be determined from time to time by
the Board.
4. Extent of Services. Executive, subject to the direction and control
of the Chief Executive Officer and the Board, shall have the power and authority
commensurate with his executive status and necessary to perform his duties
hereunder. The Company agrees to provide to Executive such assistance and work
accommodations as are suitable to the character of his positions
1
{PAGE}
with the Company and adequate for the performance of his duties. Executive
shall devote his entire employable time, attention and best efforts to the
business of the Company, and shall not, without the consent of the Company,
during the term of this Agreement be actively engaged in any other business
activity, whether or not such business activity is pursued for gain, profit or
other pecuniary advantage; but this shall not be construed as preventing
Executive from investing his assets in such form or manner as will not require
any services on the part of Executive in the operation of the affairs of the
companies in which such investments are made. For purposes of this Agreement,
full-time employment shall be the normal work week for individuals in comparable
executive positions with the Company.
5. Compensation.
(a) As compensation for services hereunder rendered during the term
hereof, Executive shall receive a base salary ("Base Salary") of Six
Hundred Thousand Dollars ($600,000) per year payable in equal
installments in accordance with the Company's payroll procedure for its
salaried employees. Salary payments and other payments under this
Agreement shall be subject to withholding of taxes and other
appropriate and customary amounts. Executive may receive increases in
his Base Salary from time to time, based upon his performance in his
executive and management capacity. The amounts of any such salary
increases shall be approved by the Board or the Compensation Committee
of the Board upon the recommendation of the Chief Executive Officer.
(b) In addition to Base Salary, Executive may receive such other
bonuses or incentive compensation as the Compensation Committee or the
Board may approve from time to time, upon the recommendation of the
Chief Executive Officer not in excess of $600,000 with respect to any
calendar year; provided, that Executive shall receive a cash bonus of
at least Eighty-Two Thousand Six Hundred Fifty Dollars ($82,650) for
the period from September 1 through December 31 of 2000 and Two Hundred
Fifty Thousand Dollars ($250,000) with respect to the 2001 calendar
year (or a pro rata portion thereof, based on the portion of the
respective period worked, for any part of a period worked).
(c) Executive shall also receive a signing bonus of Two Hundred
Fifty Thousand Dollars ($250,000), payable on the first salary payment
date following the commencement of employment. If Executive voluntarily
terminates his employment with the Company prior to September 1, 2002,
he will immediately pay the Company a pro rata portion of such signing
bonus (based on the portion of the 2-year period ending September 1,
2002 after the date of such termination of employment).
6. Fringe Benefits.
(a) Executive shall be entitled to participate in such existing
employee benefit plans and insurance programs offered by the Company,
or which it may adopt form time to time, for its executive management
or supervisory personnel generally, in accordance with the eligibility
requirements for participation therein. Nothing herein shall be
construed so as to prevent the Company from modifying or terminating
any employee benefit plans or programs, or employee fringe benefits, it
may adopt from time to time.
2
{PAGE}
(b) During the term of this Agreement, the Company shall pay
Executive a monthly automobile allowance in the amount of Six Hundred
Dollars ($600), and the Company shall pay directly or shall reimburse
Executive for the cost of fuel that he incurs in using his automobile.
(c) Executive shall be entitled to four (4) weeks vacation with pay
for each year during the term hereof.
(d) Executive may incur reasonable expenses for promoting the
Company's business, including expenses for entertainment, travel, and
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Conseco
As referenced in this Employment Agreement:
CONSECO, INC – FILENAME}0002.txt
{DESCRIPTION}EX-10.1.11
{TEXT}
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the 11th day of August,
2000, between CONSECO, INC ., an Indiana corporation (hereinafter called the
"Company"), and David K. Herzog (hereinafter called "Executive").
RECITALS
WHEREAS, the services of Executive, and his
_____________
CONSECO, INC – the prior written
consent of the other.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CONSECO, INC .
By: /S/ Gary C. Wendt
-------------------------------
Gary C. Wendt
Chairman of the Board
11
{PAGE}
"Company"
By: /S/ David K. Herzog
-------------------------------
David K.
_____________
dt 248230
;
| David K. Herzog
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| 2000 |
Employment Agreement
Employment Agreement (59K)
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the 28th day of June, 2000,
between CONSECO, INC., an Indiana corporation (hereinafter called the
"Company"), and Gary C. Wendt (hereinafter called "Executive").
RECITALS
WHEREAS, the Company desires to employ Executive as its chief executive
officer upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, |