{"id":38387,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-employee-stock-purchase-program-work-down-plan-conseco.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-program-work-down-plan-conseco","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-program-work-down-plan-conseco.html","title":{"rendered":"2000 Employee Stock Purchase Program Work-Down Plan &#8211; Conseco Inc."},"content":{"rendered":"<pre>                                  CONSECO, INC.\n               2000 EMPLOYEE STOCK PURCHASE PROGRAM WORK-DOWN PLAN\n\n         1. Plan Purpose. The purpose of this Plan is to promote the long-term\ninterests of the Company and its shareholders by providing a means for certain\nparticipants in the Company's Stock Purchase Programs to meet their financial\nobligations and to align better their interests with those of the Company and\nthe shareholders.\n\n         2. Definitions. The following definitions are applicable to the Plan:\n\n            \"Affiliate\" means any direct or indirect subsidiary of the Company.\n\n            \"Banks\" means the financial institutions that will make the Program\nLoans.\n\n            \"Bonus Points\" means the points that may be awarded to and earned by\nParticipants under Section 7 of this Plan.\n\n            \"Cause\" means, in connection with a Participant's Termination of\nService, theft or embezzlement from the Company or any Affiliate, violation of a\nmaterial term or condition of employment, disclosure of confidential information\nof the Company or any Affiliate, conviction of the Participant of a crime of\nmoral turpitude, stealing of trade secrets or intellectual property owned by the\nCompany or any Affiliate, or any act or omission by or of the Participant that\nin the opinion of the Company is adverse to the best interests of the Company or\nany Affiliate.\n\n            \"Change of Control\" of the Company means the acquisition prior to\nDecember 31, 2003 by any \"person\" (as such term is used in Sections 13(d) and\n14(d) of the 1934 Act) of \"beneficial ownership\" (as such term is defined in\nRule 13d-3 promulgated under the 1934 Act), directly or indirectly, of\nsecurities of the Company representing 51% or more of the combined voting power\nof the Company's then outstanding securities entitled to vote with respect to\nthe election of its Board of Directors.\n\n            \"Change of Control Benefits\" mean an amount equal to the greater of\n(a) the purchase price of a Participant's Program Stock plus all accrued but\nunpaid interest on the Program Loans (excluding accrued interest on the Interest\nLoans), or (b) the value of the total consideration to be paid for the\nParticipant's Program Stock in any transaction relating to the Change of\nControl.\n\n            \"CIHC\" means CIHC, Incorporated, a Delaware corporation.\n\n            \"Collateral\" means any real or personal property reasonably\nacceptable to the Committee (other than Program Stock) in which a Participant\nhereafter grants a security interest to the Banks or the Company (as directed by\nthe Committee) to secure repayment of such Participant's Program Loans or\nInterest Loans and for which an appropriate pledge or security agreement has\nbeen delivered to the Banks or the Company, as the case may be. Notwithstanding\nthe foregoing, no security interest may be granted to the Company in Collateral\nwhich represents \"margin stock\" securing a \"purpose credit\" in each case as\ndefined by Regulation U promulgated by the Board of Governors of the Federal\nReserve System, 12 C.F.R. Section 221.1 et seq.\n\n\n                                        1\n\n\n\n\n\n\n\n            \"Collateral Value\" means the value that the Committee determines is\nthe realizable value of the Collateral.\n\n            \"Commitment Termination Date\" means October 31, 2000 unless extended\nby the Company with the consent of Bank of America, N.A., as to certain Program\nLoans.\n\n            \"Committee\" means the committee of the Board of Directors of the\nCompany appointed to administer this Plan.\n\n            \"Company\" means Conseco, Inc., an Indiana corporation.\n\n\n            \"Consultant\" means the person or firm appointed by the Committee to\nprovide financial consulting services to Participants and to advise the\nCommittee.\n\n            \"Current Loan Amount\" means the amount owed by a Participant for\nsuch Participant's Existing Program Loans and Interest Loans as of September 30,\n2000.\n\n            \"Director and Executive Officer Stock Purchase Plan\" means the\nAmended and Restated 1999 Director and Executive Officer Stock Purchase Plan of\nConseco, Inc. effective September 7, 1999 and amended and restated November 2,\n1999.\n\n            \"Director, Officer and Key Employee Stock Purchase Plan\" means the\nAmended and Restated Director, Officer and Key Employee Stock Purchase Plan of\nConseco, Inc. effective July 30, 1998 and amended and restated November 2, 1999.\n\n            \"Down Payment\" means the amount of cash paid to the Banks or\nCollateral Value to be provided to the Banks or to the Company (as directed by\nthe Committee) on the Program Loans pursuant to Section 6 of this Plan.\n\n            \"Down Payment Interest\" has the meaning set forth in Section 6(c) of\nthis Plan.\n\n            \"Employee\" means any Participant who is actively employed by the\nCompany or an Affiliate.\n\n            \"Excess Amount\" means the amount by which the Market Value exceeds\n$25.00.\n\n            \"Executive Officer\" means any of the following persons: James S.\nAdams, Maxwell E. Bublitz, Bruce A. Crittenden, Ngaire E. Cuneo (and related\ntrusts) and Thomas J. Kilian.\n\n            \"Existing Program Loans\" mean the loans made by the financial\ninstitutions for whom Bank of America, N.A. or The Chase Manhattan Bank is\nacting as agent to a Participant or such Participant's designee under the Stock\nPurchase Programs to purchase Program Stock.\n\n\n\n                                        2\n\n\n\n\n\n            \"Former CF Employee\" means any Participant who was an employee of\nConseco Finance Corp., a Delaware corporation, as of July 1, 2000 and who on or\nafter that date and before October 31, 2000, experienced a Termination of\nService for any reason other than action by Conseco Finance Corp. with Cause or\nvoluntary action by the employee.\n\n            \"Guaranty Fee\" means the quarterly fee equal to 0.5% of the\nprincipal amount of the Existing Program Loans or the Program Loans, as the case\nmay be, payable to the Company under the Stock Purchase Programs or this Plan.\n\n            \"Interest Loans\" mean the loans made or to be made by Conseco\nServices, LLC, an Affiliate of the Company, to pay interest to, and fees and\nother charges of, the Banks on the Existing Program Loans and the Program Loans,\nas the case may be.\n\n            \"Market Value\" means the closing price of a share of common stock of\nthe Company as reported by the New York Stock Exchange on the last trading day\npreceding December 31, 2003.\n\n            \"Maturity Date\" means December 31, 2003.\n\n            \"New Interest Rate\" means the variable rate of interest from time to\ntime payable on the Program Loans.\n\n            \"Participant\" means a participant in the Stock Purchase Programs,\nincluding any \"Participant Designee\" of such person as defined in the Stock\nPurchase Programs, who is eligible to and elects to participate in this Plan.\n\n            \"Plan\" means the Conseco, Inc. 2000 Employee Stock Purchase Program\nWork-Down Plan.\n\n            \"Program Guaranties\" has the meaning set forth in Section 5(a).\n\n            \"Program Loans\" mean the new loans to be made by the Banks to\nrefinance the Existing Program Loans.\n\n            \"Program Stock\" means the shares of common stock of the Company or\nother securities acquired by a Participant under the Stock Purchase Programs.\n\n            \"Retirement\" means a voluntary Termination of Service on the part of\nan Employee after attaining the age of sixty (60) years.\n\n            \"Stock Purchase Programs\" mean the Director, Officer and Key\nEmployee Stock Purchase Plan and the Director and Executive Officer Stock\nPurchase Plan.\n\n            \"Termination of Service\" means a termination of the employment\nrelationship between the Employee and the Company and all Affiliates.\n\n\n\n                                        3\n\n\n\n\n\n            \"Work-Down Amount\" means the amount by which: (a) the sum of (i) the\noutstanding balance of a Participant's Program Loans as of the Maturity Date,\n(ii) any cash Down Payment made by such Participant through the Maturity Date,\n(iii) the amounts paid by the Company to the Banks under Section 6(c), and (iv)\nthe outstanding balance of such Participant's Interest Loans as of the Maturity\nDate exceeds (b) the number of shares of Program Stock owned by such Participant\non September 30, 2000 multiplied by $25.00.\n\n            \"1934 Act\" means the Securities and Exchange Act of 1934, as\namended.\n\n         3. Administration. This Plan shall be administered by the Committee,\nwhich shall consist of three or more members of the Board of Directors, none of\nwhom have any outstanding obligations under the Stock Purchase Programs or the\nExisting Program Loans. A majority of the members of the Committee shall\nconstitute a quorum, and the acts of a majority of the members present at any\nmeeting at which a quorum is present, or acts approved in writing by all members\nof the Committee without a meeting, shall be acts of the Committee. Except as\nexpressly limited by the Plan, the Committee shall have all powers and\ndiscretion necessary or appropriate to administer the Plan and control its\noperation, including, but not limited to, the power to interpret the Plan and to\nadopt rules and procedures for the administration, interpretation and operation\nof the Plan. All determinations and decisions made by the Committee pursuant to\nthe provisions of the Plan shall be final, conclusive and binding on all\npersons, and shall be given the maximum deference permitted by law.\n\n         4. Election to Participate. To participate in this Plan, a Participant\nmust have been an Employee as of October 31, 2000, or a Former CF Employee in\neither case who has an Existing Program Loan with an outstanding principal\nbalance and must, on or before November 10, 2000:\n\n            (a) elect in writing to participate in this Plan, accept the terms\n         and conditions of this Plan and cooperate fully with the Committee, the\n         Company, the Consultant and the Banks in connection with the\n         administration of the Plan and the Program Loans; and\n\n            (b) execute all documents reasonably required by the Company, the\n         Committee and the Banks in connection with the Existing Program Loans,\n         the Program Loans, the Interest Loans and this Plan, including but not\n         limited to, promissory notes, loan agreements, pledge or security\n         agreements, financing statements, stock powers, releases of liability,\n         personal financial statements, powers of attorney, and letters of\n         instruction to brokers, transfer agents and banks.\n\n         5. Program Loans and Interest Loans.\n\n            (a) The Company has arranged for each Participant to obtain a\n         Program Loan with a maturity equal to the Maturity Date. Each\n         Participant is responsible for satisfying all of the lending\n         requirements specified by the Banks to qualify for the Program Loans,\n         including all collateral requirements. Each Participant acknowledges\n         and agrees that he or she is fully obligated to repay to the Banks all\n         principal, interest, and any prepayment or other fees on the Program\n         Loans when due and payable. It is a condition to the Program\n\n\n                                        4\n\n\n\n\n\n         Loans that the Company and CIHC guarantee to the Banks repayment of\n         100% of the principal, interest, prepayment fees and other fees or\n         obligations of each Participant under the Program Loans (the \"Program\n         Guaranties\"). The terms and conditions of the Program Guaranties are as\n         agreed by the Company, CIHC and the Banks, and such parties may amend,\n         modify, waive or otherwise change the Program Guaranties as they may\n         from time to time agree. Each Participant agrees to reimburse and to\n         cause its Participant Designee (if applicable) to reimburse the Company\n         and\/or CIHC for any and all payments made under either of the Program\n         Guaranties and all loss, cost and expenses of any kind which the\n         Company or CIHC may incur in connection therewith or arising\n         thereunder. The Company may take any action relating to the Participant\n         and her or his assets, which the Committee deems reasonable and\n         necessary (including but not limited to offsetting amounts owed to the\n         Company or CIHC against wages, fees or other amounts owed to the\n         Participant from the Company or its Affiliates) to obtain full\n         reimbursement for amounts the Company or CIHC pays to the Banks under\n         either of the Program Guaranties. Each Participant agrees that the\n         principal amount of its Interest Loans will be increased by (i) one\n         percent (1%) of such Participant's Existing Program Loans reflecting\n         the origination fee paid by the Company to the Banks as of September\n         22, 2000, and (ii) an amount payable to the Company, equal to 1.625%\n         per annum from September 22, 2000 through and until the Commitment\n         Termination Date on such Participant's Existing Program Loans that were\n         scheduled to mature August 26, 2001.\n\n            (b) For all Participants who remain Employees and comply with the\n         terms of this Plan, the Company will: (i) cause Conseco Services, LLC\n         to continue to extend the Interest Loans to such Participants and to\n         make advancements automatically on behalf of such Participants to the\n         Banks for the payment of interest on the Program Loans and (ii) not\n         require any payments on the Interest Loans from such Participants prior\n         to the Maturity Date. The Interest Loans shall accrue interest at the\n         New Interest Rate commencing October 31, 2000.\n\n            (c) In the case of any Former CF Employee or any Participant who\n         experiences a Termination of Service after October 31, 2000, either by\n         reason of action by the Company without Cause or because of Retirement:\n         (i) such Participant will continue to be treated as provided in\n         subsection (b) of this Section 5 and (ii) at such Participant's\n         request, the Company will refund to such Participant any cash Down\n         Payment previously made by such Participant under Section 6 upon the\n         Participant's execution of a promissory note to the Company or one of\n         its Affiliates in an amount equal to the amount of any cash refunded to\n         the Participant, return any Collateral provided to the Company and\n         request the Banks to return any Collateral provided to them pursuant to\n         Section 6. The form and terms of the promissory note shall be\n         substantially similar to those of the promissory note for the Interest\n         Loan. Any cash Down Payment refunded to the Participant will no longer\n         accrue Down Payment Interest after the date of such refund.\n\n            (d) Participants who experience a Termination of Service by reason\n         of either action by the Company with Cause or voluntary action by the\n         Participant (other than Retirement) after October 31, 2000, must from\n         and after the last day of the first full calendar\n\n\n                                        5\n\n\n\n\n\n         quarter ending after the Termination of Service occurs pay to the\n         Company the Guaranty Fee and commence paying interest on the Program\n         Loans to the Banks and interest on the Interest Loans to Conseco\n         Services, LLC on a current basis at the rates specified therein.\n\n            (e) The Program Loans shall be paid in full prior to any payment by\n         the Participants to the Company on the Interest Loans. Any cash\n         dividends paid on the Program Stock shall be paid to the Banks on the\n         Program Loans. If the Company or any Affiliate receives any payment\n         from a Participant relating to the Interest Loans while such\n         Participant's Programs Loans are still outstanding, the Company shall\n         turn over and pay (or cause any Affiliate to turn over and pay) the\n         appropriate amount to the Banks to be applied to the Program Loans\n         designated by such Participant at the time of such payment and, in the\n         absence of such designation, pro rata to all Program Loans of such\n         Participant.\n\n         6.       Down Payment.\n\n            (a) Each Participant other than a Former CF Employee shall make a\n         Down Payment in the form of cash and\/or Collateral on his or her\n         Program Loans based on the Current Loan Amount. The minimum amount of\n         the Down Payment shall be: (a) five percent (5%) if the Current Loan\n         Amount is $500,000 or less; (b) six percent (6%) if the Current Loan\n         Amount is more than $500,000 and less than or equal to $600,000; (c)\n         seven percent (7%) if the Current Loan Amount is more than $600,000 and\n         less than or equal to $700,000; (d) eight percent (8%) if the Current\n         Loan Amount is more than $700,000 and less than or equal to $800,000;\n         (e) nine percent (9%) if the Current Loan Amount is more than $800,000\n         and less than or equal to $900,000; and (f) ten percent (10%) if the\n         Current Loan Amount is more than $900,000. A Former CF Employee may\n         voluntarily make a Down Payment in any amount. The Down Payment shall\n         be made as soon as possible after electing to participate in this Plan\n         and no later than December 31, 2000, unless otherwise approved by the\n         Committee as provided in subsection (b) of this Section. A Participant\n         may credit against his or her required Down Payment any principal or\n         interest payments made by such Participant from its own funds on the\n         Existing Program Loans prior to the date such Participant elects to\n         participate in this Plan.\n\n            (b) If a Participant believes that he or she is not able to make the\n         Down Payment required by subsection (a) on or before December 31, 2000,\n         the Participant shall accept the assistance of, and cooperate fully\n         with, the Consultant. The Consultant shall be required to report to the\n         Committee what it believes the form, amount(s) and due date(s) of such\n         Participant's Down Payment should be. The Committee shall ultimately\n         determine the form, amount(s) and due date(s) of such Participant's\n         Down Payment. If a Participant fails to comply with the Committee's\n         final decisions regarding the Down Payment, the Company may take the\n         actions provided in Section 10.\n\n            (c) Each Participant's cash Down Payment will accrue interest at the\n         New Interest Rate from the date(s) paid through and to December 31,\n         2003, unless otherwise specified in this Plan (the \"Down Payment\n         Interest\"). On each February 15th, commencing in 2002, the Company will\n         pay one-third (1\/3) of a Participant's accrued but unpaid Down Payment\n\n\n                                        6\n\n\n\n\n\n         Interest to the Participant and two-thirds (2\/3) of such Participant's\n         accrued but unpaid Down Payment Interest to the Banks as a prepayment\n         of such Participant's Program Loans. The Company's payment of Down\n         Payment Interest to the Banks will be considered a further cash Down\n         Payment by the Participant.\n\n         7. Bonus Point Program.\n\n            (a) Participants who remain Employees will participate in a program\n         under which they will have an opportunity to be awarded up to 40 Bonus\n         Points in any calendar year, commencing in 2001, up to a maximum\n         cumulative amount of 100 Bonus Points by December 31, 2003. Each point\n         will have a value for purposes of this Plan, net of applicable taxes,\n         equal to one percent (1%) of a Participant's Work-Down Amount. Awards\n         of Bonus Points will be tied to the achievement of goals set by the\n         Company in its sole discretion. In general, and with such modifications\n         as the Committee may approve from time to time, fifty percent (50%) of\n         the available points in a given year will be tied to the achievement of\n         Company goals; twenty-five percent (25%) to the achievement of business\n         unit goals; and twenty-five (25%) to the achievement of individual\n         goals. Former CF Employees will have an opportunity to be awarded up to\n         20 Bonus Points in any calendar year which will be tied only to the\n         achievement of Company goals. The goals for each calendar year shall be\n         communicated to the Participants no later than March 31 of such year.\n\n            (b) If a Participant experiences a Termination of Service by reason\n         of action by the Company without Cause or because of Retirement prior\n         to December 31, 2003, such Participant will be eligible to be awarded\n         up to a maximum of forty (40) Bonus Points for the year in which the\n         Termination of Service occurs and, thereafter, only those Bonus Points\n         (up to 20 per year) that are tied to the Company's achieving its goals.\n\n            (c) If a Participant experiences a Termination of Service by reason\n         of either action by the Company with Cause or voluntary action by the\n         Participant (other than Retirement) prior to December 31, 2003, such\n         Participant will forfeit any previously awarded Bonus Points and,\n         thereafter, will not be eligible to receive any further Bonus Points.\n\n            (d) At the election of a Participant on December 31, 2003, the\n         Company will on that date or as soon as possible thereafter redeem all\n         Bonus Points awarded to such Participant and apply the value thereof\n         determined in accordance with clause (a) above in the following order\n         and manner: (i) reduce the amount then owed by such Participant on the\n         Program Loans on a dollar for dollar basis; (ii) if the Program Loans\n         of such Participant are repaid in full, reduce the amount then owed by\n         such Participant on the Interest Loans on a dollar for dollar basis;\n         and (iii) if the Program Loans, the Interest Loans and all other\n         obligations of such Participant under this Plan are paid in full, pay\n         the remaining balance in cash to the Participant. In addition, any such\n         Participant shall be obligated to pay to the Company an amount equal to\n         seventy-five percent (75%) of the Excess Amount multiplied by the total\n         number of shares of Program Stock which such Participant owned on\n         September 22, 2000. To the extent that the value of such Participant's\n         Bonus Points is characterized as compensation, the amount so\n         characterized will not include the amount\n\n\n                                        7\n\n\n\n\n\n         payable by such Participant pursuant to the preceding sentence. The\n         Participant shall pay the Company the seventy-five percent (75%) of the\n         Excess Amount on such date or dates as the Committee may determine;\n         provided, however, that the Committee may not require payment sooner\n         than June 30, 2004. Beginning on January 1, 2004 and continuing until\n         the date the Participant pays the Company the seventy-five percent\n         (75%) of the Excess Amount owed to the Company pursuant to this clause\n         (d), interest will accrue on such amount at the New Interest Rate. If a\n         Participant does not elect to have the Bonus Points redeemed as\n         provided in this subsection, the Bonus Points of such Participant will\n         expire.\n\n            (e) The Company may cancel any Bonus Points awarded to any\n         Participant who asserts any claim in litigation against the Company\n         with regard to any Stock Purchase Programs or who takes any other\n         action that the Company believes is detrimental to its interests.\n\n         8. Provisions Regarding Consultant.\n\n\n            (a) The Company will appoint and pay all expenses of the Consultant.\n         The Consultant will be instructed to maintain the confidentiality of\n         all information provided to it by Participants, except that the\n         Consultant shall report to the Committee what it believes the form,\n         amount(s) and date(s) of the Participant's Down Payment should be. Each\n         Participant who is required to consult with the Consultant agrees to\n         use his or her best efforts to provide the Consultant with all\n         information that the Consultant may request as soon as reasonably\n         practicable.\n\n            (b) All Participants, including those who experience a Termination\n         of Service, will have the right to obtain financial counseling services\n         from the Consultant on any matters relating to their obligations under\n         the Stock Purchase Programs and this Plan.\n\n         9. Right to Sell Program Stock. All Participants shall retain the right\nto repay all or any part of their Program Loans at any time or to sell all or\nany part of their Program Stock, subject to the terms and conditions of any\nagreements between the Participants and the Banks respecting the Program Loans\nand the Program Stock. Such repayment or sale prior to December 31, 2003, will\nnot disqualify a Participant from participating in the Bonus Point program.\n\n         10. Failure to Comply. The Committee may declare any Participant who\nfails to fulfill any of his or her obligations under this Plan ineligible to\nfurther participate in the Plan, in which event the Company may cease advancing\ninterest on the Program Loans and Interest Loans for the benefit of such\nParticipant, declare his or her Interest Loans immediately due and payable (in\nwhich event such Interest Loans shall be immediately due and payable), declare\nthat the Participant is ineligible to receive the benefits described in Sections\n11 and 12 of this Plan (in which event such Participant shall no longer be\neligible to receive such benefits at any time) and take any other action it\ndeems appropriate.\n\n         11. Change of Control. If a Change of Control of the Company occurs, a\nParticipant other than an Executive Officer may elect to receive the Change of\nControl Benefits in exchange for\n\n\n                                        8\n\n\n\n\n\nhis or her Program Stock and terminate all other benefits and obligations under\nthis Plan (including but not limited to those set forth in Section 7 of this\nPlan). A Participant must notify the Company in writing within thirty (30) days\nafter the occurrence of the Change in Control of his or her election to receive\nthe Change of Control Benefits. Each Participant hereby waives his or her right\nto any benefits set forth in Section 12 of the Director, Officer and Key\nEmployee Stock Purchase Plan, and a Participant's election to participate in\nthis Plan shall constitute the written consent of such Participant to have the\nprovisions of Section 12 of the Director, Officer and Key Employee Stock\nPurchase Plan not apply to such Participant.\n\n         12. Death or Disability. Upon a Participant's death or total and\npermanent disability (as defined in Section 8 of the Stock Purchase Programs)\nprior to December 31, 2003, the estate of such Participant (in the case of\ndeath) or the Participant or his or her representative (in the case of\ndisability) may affirmatively elect to receive the benefits set forth in Section\n8 of the Stock Purchase Programs and to terminate all benefits and obligations\nunder this Plan (including, but not limited to, those set forth in Section 7 of\nthis Plan). For the purposes of this Section 12, (a) \"Loans\" of a Participant\nshall refer to the Program Loans of such Participant; (b)\"Interest Payment Loan\"\nof a Participant shall refer to the Interest Loans of such Participant; and (c)\nthe date set forth in the last sentence of Section 8 of the Stock Purchase\nPrograms is hereby deemed to be amended to read \"December 31, 2003\" rather than\n\"January 1, 2001.\" A Participant's estate or the Participant or his or her\nrepresentative, as the case may be, must notify the Company in writing within\nninety (90) days after the Participant's death or total and permanent disability\nof his, her or its election to receive the benefits set forth in Section 8 of\nthe Stock Purchase Programs (as amended hereby) and to terminate all benefits\nand obligations under this Plan. If the election is not made pursuant to the\npreceding sentence, the deceased or disabled Participant will be deemed to have\na Termination of Service resulting from Retirement for the purposes of this\nPlan.\n\n         13. Participant Rights Limited. Neither participation in the Plan nor\nany action taken pursuant to the Plan shall be construed as giving any person\nany right to be retained in the employ or service of the Company or any\nAffiliate.\n\n         14. Amendment and Modification of Plan. The Company may, at any time,\namend or modify this Plan except that no such amendment or modification unless\notherwise consented to by a Participant may: (a) accelerate the Maturity Date;\n(b) decrease the value of the Bonus Points for Participants; (c) increase the\npercentage of the Excess Amount the Participant is required to pay the Company\npursuant to Section 7(d) of this Plan; or (d) modify Sections 11 or 12 of this\nPlan in any manner adverse to the Participants.\n\n         15. Successors and Assigns. This Plan shall be binding upon and inure\nto the benefit of the successors, assigns and heirs of the Participants and the\nCompany. In no event may any Participant assign any of its rights or obligations\nunder the Plan without the prior consent of the Company.\n\n         16. Governing Law. This Plan shall be construed in accordance with and\ngoverned by the laws of the State of Indiana.\n\n\n\n                                       9\n\n\n\n\n         17. Adjustments Upon Changes in Capitalization. In the event of any\nchange in the outstanding shares of common stock of the Company by reason of any\nreorganization, recapitalization, stock split, stock dividend, combination or\nexchange of shares, merger, consolidation or any change in corporate structure\nof the Company, the Excess Amount and the Work-Down Amount will be\nproportionately adjusted by the Committee and the Committee's determination\nshall be conclusive.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7187],"corporate_contracts_industries":[9442],"corporate_contracts_types":[9539,9545],"class_list":["post-38387","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-conseco-inc","corporate_contracts_industries-insurance__accident","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38387","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38387"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38387"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38387"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38387"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}