11/13/00
CONSECO, INC.
2000 NON-EMPLOYEE STOCK PURCHASE PROGRAM WORK-DOWN PLAN
1. Plan Purpose. The purpose of this Plan is to promote the long-term interests of the Company and its shareholders by providing a means for certain participants in the Company's Stock Purchase Programs to meet their financial obligations and to align better their interests with those of the Company and the shareholders.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" means any direct or indirect subsidiary of the Company.
"Banks" means the financial institutions that will make the Program Loans.
"CIHC" means CIHC, Incorporated, a
Delaware corporation.
"Collateral" means any real or personal property reasonably acceptable to the Committee (other than Program Stock) in which a Participant hereafter grants a security interest to the Banks or to the Company (as directed by the Committee) to secure repayment of such Participant's Program Loans or Interest Loans and for which an appropriate pledge or security agreement has been delivered to the Banks or the Company, as the case may be. Notwithstanding the foregoing, no security interest may be granted to the Company in Collateral which represents "margin stock" securing "purpose credit" in each case as defined by Regulation U promulgated by the Board of Governors of the Federal Reserve System, 12 C.F.R. Section 221.1 et seq.
"Collateral Value" means the value that the Committee determines is the realizable value of the Collateral.
"Committee" means the committee of the Board of Directors of the Company which is appointed to administer this Plan.
"Commitment Termination Date" means October 31, 2000 unless extended by the Company with the consent of Bank of America, N.A., as to certain Program Loans.
"Company" means Conseco, Inc., an Indiana corporation.
"Consultant" means the person or firm appointed by the Committee to provide financial consulting services to Participants and to advise the Committee.
"Director" means a member of the Company's Board of Directors.
"Existing Program Loans" mean the loans made by the financial institutions for whom Bank of America, N.A. or The Chase Manhattan Bank is acting as agent to a Participant or such Participant's designee under the Stock Purchase Programs to purchase Program Stock.
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"Guaranty Fee" means the quarterly fee equal to 0.5% of the principal amount of the Existing Program Loans or the Program Loans, as the case may be, payable to the Company under the Stock Purchase Programs or this Plan.
"Interest Loans" mean the loans made or to be made by Conseco Services, LLC, an Affiliate of the Company, to pay interest to, and origination fees and other charges of, the Banks on the Existing Program Loans and the Program Loans, as the case may be.
"Maturity Date" means December 31, 2003.
"New Interest Rate" means the variable rate of interest payable from time to time on the Program Loans.
"Non-Employee" means any Participant who is a Director, was previously a Director or was previously an employee of the Company or any of its Affiliates and who is not eligible to participate in the Conseco, Inc. 2000 Employee Stock Purchase Program Work-Down Plan.
"Participant" means a participant in the Stock Purchase Programs including any "participant designee" of such person as defined in the Stock Purchase Programs who is eligible to and elects to participate in this Plan.
"Plan" means the Conseco, Inc. 2000 Non-Employee Stock Purchase Program Work- Down Plan.
"Program Guaranties" has the meaning set forth in Section 6(a).
"Program Loans" mean the new loans to be made by the Banks to refinance the Existing Program Loans.
"Program Stock" means the shares of common stock of the Company or other securities acquired by a Participant under the Stock Purchase Programs.
"Stock Purchase Programs" mean the Amended and Restated Director, Officer and Key Employee Stock Purchase Plan of Conseco, Inc. effective July 30, 1998 and amended and restated November 2, 1999 and the Amended and Restated 1999 Director and Executive Officer Stock Purchase Plan of Conseco, Inc. effective September 7, 1999 and amended and restated November 2, 1999.
3. Administration. This Plan shall be administered by the Committee, which shall consist of three or more members of the Board of Directors, none of whom have any outstanding obligations under the Stock Purchase Programs or the Existing Program Loans. A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all members of the Committee without a meeting, shall be acts of the Committee. Except as expressly limited by
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the Plan, the Committee shall have all powers and discretion necessary or appropriate to administer the Plan and control i ...