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Strategies & Market Trends : Mr. Pink's Picks: selected event-driven value investments -- Ignore unavailable to you. Want to Upgrade?

To: Pink Minion who wrote (13625)	7/11/2000 1:11:30 AM
From: chester lee	Respond to of 18998

CNC 8K freeedgar.com Mr. Wendt and Conseco have entered into an employment agreement dated as of June 28, 2000 pursuant to which he is employed as Conseco's Chairman of the Board and Chief Executive Officer. This agreement has a scheduled 5-year term. Pursuant to this agreement, Mr. Wendt received a cash payment of $45 million and will receive a cash bonus at the end of two years of between $8 million and $50 million based on the average closing price of Conseco's common stock for the 20 trading days preceding June 30, 2002. For the last three years of the agreement, Mr. Wendt will be entitled to receive annual compensation of (i) $1 million in salary; (ii) a bonus of up to $2.8 million, based on the Company's growth in earnings per share; (iii) an annual option grant of 500,000 shares of common stock; and (iv) a restricted grant of $1.5 million in value of common stock. Under this agreement, Mr. Wendt also is being provided certain supplemental retirement, insurance and other benefits. Pursuant to the employment agreement, the Company granted Mr. Wendt a non-qualified option to purchase 10 million shares of common stock at an exercise price of $5.875 per share. The option has a 10-year life and is 20 percent vested immediately, with the remainder vesting 20 percent on June 30 of 2002, 2003, 2004 and 2005. The Company also issued Mr. Wendt 3.2 million restricted shares of common stock which will become unrestricted if Mr. Wendt remains an employee through June 30, 2002. But wait... The 45 Million is take home. Now that's a good deal. 12. Tax Indemnity Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise but determined without regard to any additional payments required under this Section 12 (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code, or any successor provision (collectively, "Section 4999"), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and employment taxes and the Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.