Exhibit 10.12
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of the 6th
day of October, 2006, is between 40|86 Advisors, Inc., a Delaware
corporation ("Company"), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Executive").
WHEREAS, the Company and Executive entered into an Employment
Agreement dated September 10, 2003 (the "2003 Agreement") and they now desire to
amend and restate such agreement.
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 amended 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 September 10, 2007 (the "Term"). The Term shall not
be automatically renewed and shall end upon any earlier 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 and a member of the board of
directors of the Company, and he shall be an Executive Vice President of
Conseco. Executive shall report to the Chief Executive Officer of Conseco or
such other Conseco executive as the Chief Executive Officer of Conseco may
specify 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 Conseco (or such other executive as
may be specified in accordance with Section 3 of this Agreement), 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 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 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 of Directors of Conseco (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 but in no event later than March
15 of the year following the year with respect to which such bonus was
payable. For purposes of clarification, annual executive bonuses are
generally paid on or before March 15 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 2007 bonus will
be paid at the same time that similar payments are made to other
Company executives but in no event later than March 15 of the year
following the year with respect to which such bonus was payable if
Executive remains employed through the end of the Term. The Target
Bonuses will be based on financial and other objective targets that
the Chief Executive Officer believes are reasonably attainable at the
time that they are set.
(c) Executive previously received an award of options to purchase
150,000 shares of common stock with an exercise price equal to the
fair market value on the date of the grant and an award of 75,000
shares of restricted stock. Those awards will continue to be governed
by the terms of their respective award agreements. Executive shall
also be eligible to participate in and receive future grants under any
stock option or equity-based program offered by Conseco to executives
of similar title and responsibility, if any, subject to the discretion
of the Board.
6. Fringe Benefits. During the Term:
(a) Executive shall be entitled to participate in such existing
executive benefit plans and insurance programs offered by the Company,
or which it may adopt from 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 executive
2
benefit plans or programs, or executive fringe benefits, which it may
adopt from time to time.
(b) Executive shall be entitled to four weeks of vacation with pay
each year and will not be eligible for any other paid time-off program
(other than paid holidays).
(c) Executive may incur reasonable expenses for promoting the
Company's business, including expenses for entertainment, travel, and
similar items. The Company shall reimburse Executive for all such
reasonable expenses upon Executive's periodic presentation of an
itemized account of such expenditures. The Company agrees to pay
Executive an additional amount to cover the incremental additional
income taxes incurred by Executive, if any, with respect to payment or
reimbursement of any reasonable business expenses pursuant to this
subsection (c).
7. Disability.
(a) If Executive shall become physically or mentally disabled
during the Term to the extent that his ability to perform his duties
and services hereunder is materially and adversely impaired, his Base
Salary, bonus and other compensation provided herein shall continue
while he remains employed by the Company; provided, that if such
disability (as determined in the Board's reasonable judgment,
exercised in good faith) continues for at least three (3) consecutive
months, the Company may terminate Executive's employment hereunder, in
which case the Company within 10 business days shall pay Executive
cash payments equal to (i) his annual Base Salary as provided in
Section 5(a) hereof to the extent earned but unpaid as of the date of
termination ("Unpaid Salary"), (ii) the bonus payable pursuant to
Section 5(b) for the fiscal year of the Company ending prior to the
date of termination (to the extent earned based on performance under
the goals and objectives of the applicable plan but not previously
paid) (the "Unpaid Bonus"), (iii) Executive's then accrued but unused
vacation ("Unpaid Vacation") (the Unpaid Salary, Unpaid Bonus and
Unpaid Vacation referred to sometimes together as the "Accrued
Amounts"), (iv) a pro-rata portion of the Target Bonus for the year in
which the termination for disability occurs and (v) any other
applicable severance as described under Section 11(a) hereof. All
options or restricted stock held by Executive on the date of
termination shall vest only through the date of termination according
to the normal vesting schedule applicable to such options or
restricted stock and Executive shall not receive any accelerated or
additional vesting of such stock or options due to termination under
this Section 7 on or after such date.
(b) No payments or vesting under this Section 7 will be made if
such disability arose primarily from (a) chronic use of intoxicants,
drugs or narcotics (other than drugs prescribed to Executive by a
physician and used by Executive for their intended purpose for which
they had been prescribed) or (b) intentionally self-inflicted injury
or intentionally self-induced illness.
8. Disclosure of Information. Executive acknowledges that in and as a
result of his employment with the Company, he has been and will be making use
of, acquiring and/or adding to confidential information of the Company and its
affiliates of a special and unique nature and value. As a material inducement to
the Company to enter into this Agreement and to pay to
3
Executive the compensation stated in Section 5, as well as any additional
benefits stated herein, Executive covenants and agrees that he shall not, at any
time while he is employed by the Company or at any time thereafter, directly or
indirectly, divulge or disclose for any purpose whatsoever, any confidential
information (whether or not specifically labeled or identified as "confidential
information"), in any form or medium, that has been obtained by or disclosed to
him as a result of his employment with the Company and which the Company or any
of its affiliates has taken appropriate steps to safeguard, except to the extent
that such confidential information (a) becomes a matter of public record or is
published in a newspaper, magazine or other periodical available to the general
public, other than as a result of any act or omission of Executive, (b) is
required to be disclosed by any law, regulation or order of any court or
regulatory commission, department or agency, in which event Executive shall give
prompt notice of such requirement to the Company to enable the Company to seek
an appropriate protective order or confidential treatment, or (c) must be
disclosed to enable Executive properly to perform his duties under this
Agreement. Upon the termination of Executive's employment, Executive shall
return such information (in whatever form) obtained from or belonging to the
Company or any of its affiliates which he may have in his possession or control.
9. Covenants Against Competition and Solicitation. Executive
acknowledges that the services he is to render to the Company and its affiliates
are of a special and unusual character, with a unique value to the Company and
its affiliates, the loss of which cannot adequately be compensated by damages or
an action at law. In view of the unique value to the Company and its affiliates
of the services of Executive for which the Company has contracted hereunder,
because of the confidential information to be obtained by, or disclosed to,
Executive as set forth in Section 8 above, and as a material inducement to the
Company to enter into this Agreement and to pay to Executive the compensation
stated in Section 5 hereof, as well as any additional benefits stated herein,
and other good and valuable consideration, Executive covenants and agrees that
throughout the period Executive remains employed or compensated hereunder and
for one year thereafter, Executive shall not, directly or indirectly, anywhere
in the United States of America (i) render any services, as an agent,
independent contractor, consultant or otherwise, or become employed or
compensated by any other corporation, person or entity that derives a
non-incidental portion of its revenue from the business of selling or providing
annuity, life, accident or health insurance products or services; (ii) in any
manner compete with the Company or any of its affiliates with respect to lines
of business that the Company and its affiliates derive more than a
non-incidental portion of their revenue from or with respect to which the
Company and its affiliates have made a significant investment in; (iii) solicit
or attempt to convert to other insurance carriers or other corporations, persons
or other entities providing these same or similar products or services provided
by the Company and its affiliates, any customers or policyholders of the Company
or any of its affiliates or (iv) solicit for employment or employ any employee
of the Company or any of its affiliates. Should any particular covenant or
provision of this Section 9 be held unreasonable or contrary to public policy
for any reason, including, without limitation, the time period, geographical
area, or scope of activity covered by any restrictive covenant or provision, the
Company and Executive acknowledge and agree that such covenant or provision
shall automatically be deemed modified such that the contested covenant or
provision shall have the closest effect permitted by applicable law to the
original form and shall be given effect and enforced as so modified to whatever
extent would be reasonable and enforceable under applicable law.
4
10. Termination. During the Term:
(a) Either the Company or Executive may terminate his employment at
any time for any reason upon written notice to the other. The Company
may terminate Executive's employment for Just Cause pursuant to
Section 10(b) below or in a Control Termination pursuant to Section
10(c) below. Executive's employment shall also terminate (i) upon the
death of Executive or (ii) after disability of Executive pursuant to
Section 7 hereof.
(b) The Company may terminate Executive's employment at any time
for Just Cause. For purposes of this Agreement, "Just Cause" shall
mean: (i) (A) a material breach by Executive of this Agreement, (B) a
material breach of Executive's duty of loyalty to the Company or its
affiliates, or (C) willful malfeasance or fraud or dishonesty of a
substantial nature in performing Executive's services on behalf of the
Company or its affiliates, which in each case is willful and
deliberate on Executive's part and committed in bad faith or without
reasonable belief that such breach or action is in the best interests
of the Company or its affiliates; (ii) Executive's use of alcohol or
drugs (other than drugs prescribed to Executive by a physician and
used by Executive for their intended purposes for which they had been
prescribed) or other repeated conduct which materially and repeatedly
interferes with the performance of his duties hereunder, which
materially compromises the integrity or the reputation of the Company
or its affiliates, or which results in other substantial economic harm
to the Company or its affiliates; (iii) Executive's conviction by a
court of law, admission that he is guilty, or entry of a plea of nolo
contendere with regard to a felony or other crime involving moral
turpitude; (iv) Executive's unscheduled absence from his employment
duties other than as a result of illness or disability, for whatever
cause, for a period of more than three (3) consecutive days, without
consent from the Company prior to the expiration of the three (3) day
period; (v) Executive's failure to take action or to abstain from
taking action, as directed in writing by a member of the Board or a
higher ranking executive of the Company or Conseco, where such failure
continues after Executive has been given written notice of such
failure and at least five (5) business days thereafter to cure such
failure; or (vi) any intentional wrongful act or omission by Executive
that results in the restatement of Conseco's financial statements due
to a violation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.
No termination shall be deemed to be a termination by the Company
for Just Cause if the termination is as a result of Executive refusing
to act in a manner that would be a violation of applicable law.
(c) The Company may terminate Executive's employment in a Control
Termination. A "Control Termination" shall mean any termination by the
Company (or its successor) of Executive's employment for any reason
within six months in anticipation of or within two years following a
Change in Control of the Company.
The term "Change in Control" shall mean the occurrence of any of
the following:
(i) the acquisition (other than an acquisition in connection
with a "Non-Control Transaction") by any "person" (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) of
5
"beneficial ownership" (as such term is defined in Rule 13d-3
promulgated under the 1934 Act), directly or indirectly, of
securities of Conseco or its Ultimate Parent representing 51% or
more of the combined voting power of the then outstanding
securities of Conseco or its Ultimate Parent entitled to vote
generally with respect to the election of the board of directors of
Conseco or its Ultimate Parent; or
(ii) as a result of or in connection with a tender or exchange
offer or contest for election of directors, individual board
members of Conseco (identified as of the date of commencement of
such tender or exchange offer, or the commencement of such election
contest, as the case may be) cease to constitute at least a
majority of the board of directors of Conseco; or
(iii) the consummation of a merger, consolidation or
reorganization with or into Conseco unless (x) the stockholders of
Conseco immediately before such transaction beneficially own,
directly or indirectly, immediately following such transaction
securities representing 51% or more of the combined voting power of
the then outstanding securities entitled to vote generally with
respect to the election of the board of directors of Conseco (or
its successor) or, if applicable, the Ultimate Parent and (y)
individual board members of Conseco (identified as of the date that
a binding agreement providing for such transaction is signed)
constitute at least a majority of the board of directors of Conseco
(or its successor) or, if applicable, the Ultimate Parent (a
transaction to which clauses (x) and (y) apply, a "Non-Control
Transaction").
For purposes of this Agreement, "Ultimate Parent" shall mean the
parent corporation (or if there is more than one parent corporation,
the ultimate parent corporation) that, following a transaction,
directly or indirectly beneficially owns a majority of the voting
power of the outstanding securities entitled to vote with respect to
the election of the board of directors of Conseco (or its successor).
(d) At Executive's option, he may terminate employment with the
Company "With Reason" provided one or more of the following conditions
are met: (i) Executive is required to report to anyone other than the
Chief Executive Officer of Conseco (or such other executive of the
Company or Conseco as the Chief Executive Officer of Conseco may
specify) or the Board; (ii) any reduction in Executive's Base Salary
or Target Bonus without his consent, or (iii) there is a "Change in
Control" as defined in Section 10(c) and, following Executive's
written request made prior to the Change in Control, the ultimate
parent entity or entities directly or indirectly gaining control of a
majority of the Board or outstanding securities entitled to vote with
respect to the Board fails to affirm and guarantee the Company's
current and future obligations under this Agreement.
(e) Upon termination of Executive's employment with the Company for
any reason (whether voluntary or involuntary), Executive shall be
deemed to have voluntarily resigned from all positions that Executive
may then hold with the Company and any of its affiliates; provided
that such deemed resignation shall not adversely affect Executive's
rights to compensation or benefits under this Agreement and shall not
affect the determination of whether Executive's termination was for
Just Cause.
6
11. Payments Following Termination.
(a) In the event Executive's employment is terminated by the
Company for Just Cause, or if Executive voluntarily resigns, then the
Company within 10 business days shall pay Executive a cash payment of
his Base Salary as provided in Section 5(a) hereof that was earned but
unpaid as of the date of termination. Any options or restricted stock
held by Executive on the date of termination shall vest only through
the date of termination according to the normal vesting schedule
applicable to such options or restricted stock, and Executive shall
not receive any accelerated or additional vesting of such stock or
options on or after such date.
(b) In the event Executive's employment is terminated by the death
of Executive, then the Company shall pay Executive's estate within 30
days (i) a lump sum of the remaining payments of Base Salary described
in Section 5(a) that would have been payable to Executive through the
date of death and (ii) a pro-rata portion of the Target Bonus for the
year in which his death occurs plus the Target Bonus for the preceding
year if his death occurs after year-end but before such bonuses are
paid. Any options or restricted stock held by Executive on the date of
termination shall vest only through the date of termination according
to the normal vesting schedule applicable to such options or
restricted stock, and Executive shall not receive any accelerated or
additional vesting of such stock or options on or after such date.
(c) In the event that Executive is terminated by the Company
without Just Cause (and other than a termination due to expiration of
the Term, death, disability or a Control Termination) or by Executive
With Reason, then the Company shall pay Executive within 10 business
days (i) on a basis consistent with the timing of the Company's normal
payroll processing, the remaining payments of Base Salary described in
Section 5(a) that would have been payable to Executive through the
date of his termination of employment, (ii) a pro-rata portion of the
Target Bonus for the year in which his termination occurs plus the
Target Bonus for the preceding year if his termination occurs after
year-end but before such bonuses are paid and (iii) twelve (12) months
at his Base Salary plus Target Bonus (in the form of salary
continuation on a pro-rata basis with or without medical and dental
benefits, at Executive's election and cost). Any options or restricted
stock held by Executive on the date of termination shall vest only
through the date of termination according to the normal vesting
schedule applicable to such options or restricted stock, and Executive
shall not receive any accelerated or additional vesting of such stock
or options on or after such date.
(d) In the event that Executive is terminated by the Company (or
its successor) in a Control Termination as so defined, then the
Company shall pay Executive within 30 days (i) on a basis consistent
with the timing of the Company's normal payroll processing, the
remaining payments of Base Salary described in Section 5(a) that would
have been payable to Executive through the date of his termination of
employment, (ii) his Target Bonus and two times his Base Salary (in
the form of salary continuation on a pro-rata basis with or without
medical and dental benefits at the cost charged to active employees)
for the 12-month period following his termination of employment and
(iii) a cash lump sum equal to a pro-rata portion of the Target Bonus
for the year in which the date of termination occurs plus the Target
Bonus for the preceding year if termination
7
occurs after year-end but before such bonuses are paid. To the extent
that Executive is terminated in a Control Termination that occurs in
anticipation of a Change in Control, any options or restricted stock
held by Executive shall fully vest, retroactive to the date of
termination, upon the occurrence of the Change in Control.
(e) Notwithstanding anything to the contrary, in the event that
Executive's employment terminates, the Company shall pay to Executive,
in accordance with its standard payroll practice, Executive's accrued
vacation within 30 days.
(f) Notwithstanding anything to the contrary, payment of any
severance under this Agreement is conditioned upon the execution by
Executive of a separation and release agreement in a form acceptable
to the Company and the observation of such waiting or revocation
periods, if any, before and after execution of the agreement by
Executive as are required by law, such as, for example, the waiting or
revocation periods required for a waiver and release to be effective
with respect to claims under the Age Discrimination in Employment Act,
provided that the Company delivers to Executive such agreement within
seven days of the date of his termination.
12. Character of Termination Payments. The amounts payable to
Executive upon any termination of his employment shall be considered severance
pay in consideration of past services rendered on behalf of the Company and his
continued service from the date hereof to the date he becomes entitled to such
payments and shall be the sole amount of severance pay to which Executive is
entitled from the Company and its affiliates upon termination of his employment.
Executive shall have no duty to mitigate his damages by seeking other employment
and, should Executive actually receive compensation from any such other
employment, the payments required hereunder shall not be reduced or offset by
any such other compensation.
13. Representations of the Parties.
(a) The Company represents and warrants to Executive that (i) this
Agreement has been duly authorized, executed and delivered by the
Company and constitutes valid and binding obligations of the Company;
and (ii) the employment of Executive on the terms and conditions
contained in this Agreement will not conflict with, result in a breach
or violation of, constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or
assets of the Company pursuant to: (A) the certificate of formation,
(B) the terms of any indenture, contract, lease, mortgage, deed of
trust, note, loan agreement or other agreement, obligation, condition,
covenant or instrument to which the Company is a party or bound or to
which its property is subject, or (C) any statute, law, rule,
regulation, judgment, order or decree applicable to the Company, or
any regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company.
(b) Executive represents and warrants to the Company that: (i) this
Agreement has been duly executed and delivered by Executive and
constitutes a valid and binding obligation of Executive; and (ii)
neither the execution of this Agreement by Executive nor his
employment by the Company on the terms and conditions contained herein
will conflict with, result in a breach or violation of, or constitute
a default under any
8
agreement, obligation, condition, covenant or instrument to which
Executive is a party or bound or to which his property is subject, or
any statute, law, rule, regulation, judgment, order or decree
applicable to Executive of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority having
jurisdiction over Executive or any of his property.
14. Arbitration of Disputes; Injunctive Relief.
(a) Except as provided in subsection (b) below, any controversy or
claim arising out of or relating to this Agreement or the breach
thereof, shall be settled by binding arbitration in the City of
Indianapolis, Indiana, in accordance with the laws of the State of
Indiana by three arbitrators, one of whom shall be appointed by the
Company, one by Executive, and the third of whom shall be appointed by
the first two arbitrators. If the first two arbitrators cannot agree
on the appointment of a third arbitrator, then the third arbitrator
shall be appointed by the Chief Judge of the United States District
Court for the Southern District of Indiana. The arbitration shall be
conducted in accordance with the rules of the American Arbitration
Association, except with respect to the selection of arbitrators,
which shall be as provided in this Section. Judgment upon the award
rendered by the arbitrators may be entered in any court having
jurisdiction thereof. All reasonable costs and expenses (including
fees and disbursements of counsel) incurred by Executive pursuant to
this Section 14 shall be paid on behalf of or reimbursed to Executive
promptly by the Company; provided, however, that in the event the
Company prevails in such proceedings, Executive shall immediately
repay all such amounts to the Company.
(b) Executive acknowledges that a breach or threatened breach by
Executive of Sections 8 or 9 of this Agreement will give rise to
irreparable injury to the Company and that money damages will not be
adequate relief for such injury. Notwithstanding paragraph (a) above,
the Company and Executive agree that the Company may seek and obtain
injunctive relief, including, without limitation, temporary
restraining orders, preliminary injunctions and/or permanent
injunctions, in a court of proper jurisdiction to restrain or prohibit
a breach or threatened breach of Section 8 or 9 of this Agreement.
Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies available to the Company for such breach
or threatened breach, including the recovery of damages from
Executive.
15. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by registered mail to
his residence, in the case of Executive, or to the business office of its
General Counsel, in the case of the Company.
16. Waiver of Breach and Severability. The waiver by either party of a
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by either party. In the
event any provision of this Agreement is found to be invalid or unenforceable,
it may be severed from the Agreement, and the remaining provisions of the
Agreement shall continue to be binding and effective.
17. Entire Agreement. Other than any equity award agreements entered
into pursuant to the Conseco, Inc. 2003 Amended and Restated Long-Term Incentive
Plan or any subsequent incentive plan, this instrument contains the entire
agreement of the parties and, as of the
9
Effective Date, supersedes all other obligations of the Company and its
affiliates under other agreements or otherwise, including, without limitation,
severance provided under the Senior Officer Key Employee Retention Program
approved by the Bankruptcy Court. The compensation and benefits to be paid under
the terms of this Agreement are in lieu of all other compensation or benefits to
which Executive is entitled from Conseco, the Company, and its affiliates. This
Agreement may not be changed orally, but only by an instrument in writing signed
by the party against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
18. Binding Agreement and Governing Law; Assignment Limited. This
Agreement shall be binding upon and shall inure to the benefit of the parties
and their lawful successors in interest (including, without limitation,
Executive's estate, heirs and personal representatives) and, except for issues
or matters as to which federal law is applicable, shall be construed in
accordance with and governed by the laws of the State of Indiana. This Agreement
is personal to each of the parties hereto, and neither party may assign or
delegate any of its rights or obligations hereunder without the prior written
consent of the other.
19. No Third Party Beneficiaries. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not intended to confer
third-party beneficiary rights upon any other person.
20. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
10
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written, effective as of the Effective Date.
COMPANY:
40|86 ADVISORS, INC.
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Chairman of the Board
EXECUTIVE:
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
11
