Exhibit 10.14.2
EXECUTIVE RETIREMENT
AGREEMENT
THIS EXECUTIVE RETIREMENT AGREEMENT
(this " Agreement ") is made as of June 2, 2009, by and
between Conn's, Inc, a Delaware corporation with its principle
offices at 3295 College Street, Beaumont, Texas 77701 ("
Conn's "), and Thomas J. Frank, Sr., an individual (the "
Executive ").
WHEREAS, Executive and Conn's have previously entered into
that certain Amended and Restated Executive Employment Agreement,
dated June 1, 2009, (the " Prior Agreement ");
WHEREAS , Conn's and Executive desire to amend and
restate the Prior Agreement to reflect the retirement of Executive
from the employ of Conn’s as provided herein;
WHEREAS , Executive is currently employed by Conn's as
its Chairman of the Board and Chief Executive Officer
pursuant to the Prior Agreement;
WHEREAS , Conn's desires to continue to retain Executive
to provide services in an advisory capacity, when and where needed
until the expiration of this Agreement, as provided
herein.
NOW, THEREFORE , in consideration of the foregoing and in
consideration of the mutual promises and agreements contained
herein, the parties hereto agree as follows:
A. Executive
Retirement . The employment period of Executive
provided in the Prior Agreement shall end as of the end of the
business day, June 2, 2009, at which time Executive will retire
from the employ of Conn’s. Following Executive
retirement date, the Executive shall be entitled to the following
continued rights and compensation:
1. Conn's
shall pay Executive's Base Salary and Incentive Compensation, if
any, earned and accrued but unpaid through the date of
retirement.
2. Conn’s
shall pay Executive the sum of Twelve Thousand Dollars ($12,000)
per month for thirty-six (36) months from the effective date of
this Agreement, as fees for consulting and advice to
Conn’s. At the end of the thirty-six (36) month
period, this monthly obligations shall renew and extend for
successive twelve (12) month periods unless terminated by Executive
or Conn’s at the end of the thirty-six (36) months and each
twelve (12) month period thereafter. This obligation
shall additionally terminate upon the death of
Executive.
3. Executive
(and his spouse) shall be entitled to participate in Conn's major
medical/health insurance plan (the "Health Plan") until
Executive’s death (or the death of Executive’s spouse
if she should survive Executive) , provided that Executive (or his
spouse, as the case may be) will pay the unsubsidized premium
associated with such amount and shall participate in Medicare to
the extent eligible. In the event Executive is
ineligible to participate in the Health Plan, Conn's shall procure
a comparable insurance policy for Executive and his spouse (a
"Replacement Policy"). Executive shall pay an amount
equal to unsubsidized premium he would have paid to participate in
the Health Plan had he been eligible, and any costs in excess of
such amounts for the Replacement Policy shall be paid by
Conn's.
4. Conn’s
shall continue to provide Executive an automobile/truck of his
choice, or the sum of one thousand dollars ($1,000) per month, at
Executive’s election, together with a Company gasoline credit
card, until the termination of the consulting arrangement or
Executive’s death, the first to occur, for his use in
providing his services hereunder.
5. If
Conn's maintains any liability insurance covering members of its
Board of Directors, Executive will be included within the covered
class of individuals under such policy.
B.
Termination . This Agreement shall not terminate
upon Executive's death, but shall continue to benefit
Executive’s spouse until this Agreement expires as provided
herein above.
C.
Certain Definitions . For purposes of this
Agreement, the following terms shall have the following
meanings:
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"Affiliate"
shall mean, with respect to a person, any other person controlling,
controlled by or under common control with the first
person.
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"Cause" shall
mean (i) behavior of Executive which is adverse to Conn's
interests, (ii) Executive's dishonesty, criminal charge or
conviction, grossly negligent misconduct, willful misconduct, acts
of bad faith, neglect of duty or (iii) material breach of this
Agreement which is not cured within the thirty (30) day cure period
pursuant to Section D.3.
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"Confidential
Information" shall mean information: (i) disclosed to or
known by the Executive as a consequence of or through his
employment with Conn's, (ii) not generally known outside Conn's and
(iii) which relates to any aspect of Conn's or its business,
research, or development. "Confidential Information"
includes, but is not limited to Conn's trade secrets, proprietary
information, business plans, marketing plans, methodologies,
computer code and programs, formulas, processes, compilations of
information, results of research, proposals, reports, records,
financial information, compensation and benefit information, cost
and pricing information, customer lists and contact information,
supplier lists and contact information, vendor lists and contact
information, and information provided to Conn's by a third party
under restrictions against disclosure or use by Conn's or others;
provided, however , that the term "Confidential Information"
does not include information that (a) at the time it was
received by Executive was generally available to the public,
(b) prior to its use by Executive, becomes generally available
to the public through no act or failure of Executive, (c) is
received by Executive from a person or entity other than Conn's or
an Affiliate of Conn's who is not under an obligation of confidence
with respect to such information or (d) was generally known by
Executive by virtue of his experience and know how gained prior to
employment with Conn's.
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"Control" and
correlative terms shall mean the power, whether by contract, equity
ownership or otherwise, to direct the policies or management of a
person.
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"Copyright
Works" shall mean materials for which copyright protection may be
obtained including, but not limited to literary works (including
all written material), computer programs, artistic and graphic
works (including designs, graphs, drawings, blueprints, and other
works), recordings, models, photographs, slides, motion pictures,
and audio-visual works, regardless of the form or manner in which
documented or recorded.
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"Person" shall
mean an individual, partnership, corporation, limited liability
company, trust or unincorporated organization, or a government or
agency or political subdivision thereof.
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"Work Product"
shall mean all methods, analyses, reports, plans, computer files
and all similar or related information which (i) relate to
Conn's or any of its Affiliates and (ii) are conceived,
developed or made by Executive in the course of his employment by
Conn's.
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D.
Non-Disclosure, Non-Competition and Non-Solicitation.
Executive and Conn's acknowledge and agree that during
and solely as a result of his employment by Conn's, Conn's has
provided and will continue to provide Confidential Information and
special training to Executive in order to allow Executive to
fulfill his obligations as an executive of a publicly-held company
and under this Agreement. In consideration of the
special and unique opportunities afforded to Executive by Conn's as
a result of Executive's employment, as outlined in the previous
sentence, Executive hereby agrees as follows:
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Executive agrees
that Executive will not, except as Conn's may otherwise consent or
direct in writing, reveal or disclose, sell, use, lecture upon,
publish or otherwise disclose to any third party any Confidential
Information of Conn's or any of its Affiliates, or authorize anyone
else to do these things at any time either during or subsequent to
Executive's employment with Conn's. This Section G.1
shall continue in full force and effect after termination of
Executive's employment for any reason. Executive's
obligations under this Section G.1 with respect to any specific
Confidential Information shall cease only when that specific
portion of the Confidential Information becomes publicly known,
other than as a result of disclosure by Executive, in its entirety
and without combining portions of such information obtained
separately. It is understood that such Confidential
Information of Conn's and any of its Affiliates includes matters
that Executive conceives or develops, as well as matters Executive
learns from other executives of Conn's and any of its
Affiliates.
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During the
period of this Agreement, Executive will not (other than for the
benefit of Conn's or any of its Affiliates pursuant to this
Agreement) compete with Conn's or any of its Affiliates by engaging
in the conception, design, development, production, marketing, or
servicing of any product or service that is substantially
s
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