Exhibit 10.15
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, dated as of the 19th day of July, 2004, is
between Conseco Services, LLC, an Indiana limited liability company ("Company"),
and Dewette Ingham ("Executive").
WHEREAS, Executive has managerial and professional experience that are of
value to the Company.
WHEREAS, the Company desires to have the benefit and advantage of the
services of Executive 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 June 30, 2005. The term of this Agreement shall be automatically
renewed for successive one-year terms on July 1, 2005 and each succeeding July 1
unless either party elects not to renew this Agreement by serving written notice
of such election not to renew on the other party at least 90 days prior to such
July 1. As used in this Agreement, the "Term" is the period ending on June 30,
2005 or, if this Agreement has been renewed, the one-year period relating to the
last renewal. 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, Human Resources of the Company and
shall work at the Company's office in Chicago, Illinois. Executive shall report
to the President of Conseco regarding the performance of his duties.
4. Extent of Services. During the Term, subject to the direction and
control of the President of the Company, 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 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 minimum base salary ("Base Salary") of
Two Hundred Fifty Thousand Dollars ($250,000) 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.
(b) In addition to Base Salary, Executive will have an opportunity to
earn a bonus each year as determined by the President and/or the Board of
Directors of the Company (the "Board") or the Compensation Committee
thereof, with a target annual bonus equal to 75% of Executive's Base Salary
(the "Target Bonus") and a maximum annual bonus of 150% 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 Section 11 of this Agreement. The Target
Bonuses will be based on financial and other objective targets that the
President believes are reasonably attainable at the time that they are set.
The Target Bonus for any partial year of employment shall be prorated.
(c) Subject to approval by the Human Resources and Compensation
Committee of the Board, Executive will receive an award of options to
purchase 15,000 shares of common stock with an exercise price equal to the
fair market value on the date of the grant and an award of 10,000 shares of
restricted stock. 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 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
benefit plans or programs, or executive fringe benefits, that it may adopt
from time to time.
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(b) Executive shall be entitled to four weeks of vacation with pay
each year.
(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).
(d) The Company shall reimburse Executive for relocation expenses as
follows:
(i) Up to two (2) visits by spouse for house hunting.
(ii) Moving of household goods from Atlanta, Georgia (not to
exceed $50,000 in aggregate).
(iii) Selling commission on sale of home in Georgia.
(iv) Tax gross-up on any taxable income arising from this Section
6 (d).
7. Disability. 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 confirmed by competent
medical evidence) continues for at least six (6) consecutive months, the Company
may terminate Executive's employment hereunder, in which case the Company
immediately shall pay Executive a cash payment equal to his annual Base Salary
as provided in Section 5(a) hereof to the extent earned but unpaid as of the
date of termination. However, 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 due to termination under this Section 7 on or
after such date. No payments or vesting under this paragraph 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 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
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"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 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) 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 (ii) 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.
10. Termination.
(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
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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 ten (10) consecutive days, without consent from the Company prior to
the expiration of the ten (10) day period; or (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.
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 or where Executive
acts (or refrains from taking action) in good faith in accordance with
directions of a member of the Board or higher ranking executive but was
unable to attain the desired results because such results were inherently
unreasonable or unattainable.
(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 "beneficial ownership" (as such term is
defined in Rule 13d-3 promulgated under the 1934 Act), directly or
indirectly, of securities of the Company or its Ultimate Parent
representing 51% or more of the combined voting power of the then
outstanding securities of the Company or its Ultimate Parent entitled
to vote generally with respect to the election of the board of
directors of the Company 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 the Company (identified as of the date of commencement of such
tender or exchange offer, or
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the commencement of such election contest, as the case may be) cease
to constitute at least a majority of the board of directors of the
Company; or
(iii) the consummation of a merger, consolidation or
reorganization with or into the Company unless (x) the stockholders of
the Company 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 the Company (or
its successor) or, if applicable, the Ultimate Parent and (y)
individual board members of the Company (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 the
Company (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 the
Company (or its successor).
(d) 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 Section 11 of this Agreement and shall not affect the
determination of whether Executive's termination was for Just Cause.
11. Payments Following Termination.
(a) In the event Executive's employment is terminated by the Company
for Just Cause as so defined, or if Executive voluntarily resigns, then the
Company immediately 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 a cash lump sum
equal to the sum of (i) the remaining payments of Base Salary described in
Section 5(a) that would have been payable to Executive through the date of
death plus (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
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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, then the Company shall pay Executive (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 Base Salary and Target Bonus (in the form of salary continuation
on a pro-rata basis with or without medical and dental benefits, at the
Executive's election and cost) 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 occurs
after year-end but before such bonuses are paid. Salary continuation
pursuant to the preceding sentence will cease if Executive obtains other
employment (including self-employment) during such 12-month period. 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 (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 Base Salary and Target Bonus (in
the form of salary continuation on a pro-rata basis with or without medical
and dental benefits, at the Executive's election and cost) 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 occurs after year-end but before such bonuses are paid. Salary
continuation pursuant to the preceding sentence will cease if Executive
obtains other employment (including self-employment) during such 12-month
period. 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.
(f) Notwithstanding anything to the contrary, payment of 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 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
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Employment Act, provided that the Company delivers to Executive such
agreement with seven days of the date of his termination.
12. Change in Control. In the event of a Change in Control, Executive will
be entitled to the full vesting of any options and restricted stock held by
Executive on the date of such Change in Control.
13. 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
during the term. Executive shall have no duty to mitigate his damages by seeking
other employment.
14. 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 a valid and binding obligation 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 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.
15. 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
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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. Each party shall pay its own costs and expenses
incurred in connection with the enforcement of this Agreement, regardless
of the final outcome.
(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.
16. 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.
17. 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.
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 all other obligations of the Company and its affiliates under
other agreements or otherwise. 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.
19. 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.
20. Indemnification. If Executive was or is made a party or is threatened
to be made a party to or is otherwise involved (including involvement as a
witness) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), by reason of the fact that he
or she is or was an officer or employee of the Company or any of its affiliates,
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Executive shall be indemnified and held harmless by the Company to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
Executive in connection therewith and such indemnification shall continue as to
Executive if he ceases to be an officer or employee and shall inure to the
benefit of Executive's heirs, executors and administrators; provided, however,
that the Company shall indemnify Executive in connection with a proceeding (or
part thereof) initiated by Executive only if such Proceeding (or part thereof)
was authorized by the Board of Directors of the Company. The right to
indemnification conferred in this paragraph shall include the obligation of the
Company to pay the expenses incurred in defending any such proceeding in advance
of its final disposition (an "Advance of Expenses"); provided, however, that, if
and to the extent that the Delaware General Corporation Law requires, an Advance
of Expenses incurred by Executive in his capacity as an officer or employee
shall be made only upon delivery to the Company of an undertaking, by or on
behalf of Executive, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that Executive is not entitled to be indemnified for such expenses under
this paragraph or otherwise.
21. 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.
22. 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written, effective as of the Effective Date.
COMPANY:
CONSECO SERVICES, LLC
By:/s/William J. Shea
-----------------------------------
Name: William J. Shea
Its: President and
Chief Executive Officer
CONSECO, INC.
By:/s/William J. Shea
-----------------------------------
Name: William J. Shea
Its: President and
Chief Executive Officer
EXECUTIVE:
/s/Dewette Ingham
--------------------------------------
Dewette Ingham
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