exhibit1028.htm


    Exhibit 10.28

     

    

 

    AMENDMENT TO EMPLOYMENT
AGREEMENT

    


    


    This AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT is entered into the 29th day of December, 2009,
between Conseco Services, LLC (the “Company”) and Scott R. Perry
(“Executive”).

    


    Recitals

    


    A. The
Company and Executive entered into an Amended and Restated Employment Agreement
dated as of October 1, 2008 (the “Agreement”).

    


    B. The
Company and Executive desire to further amend the Agreement to make the changes
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:

    


    
      	
              1.  

            	
              Section
      11(c) of the Agreement is hereby amended in its entirety to read as
      follows:

            


    

    


    (c)  In
the event that Executive is terminated by the Company without Just Cause (and
other than a termination due to expiration of the Term, death, disability or a
Control Termination) or by Executive With Reason, then the Company shall pay
Executive within 30 days of the date of termination (i) the Accrued Amounts and
(ii) a cash lump sum equal to the sum of his annual Base Salary and Target
Bonus.  Additionally, following such a termination, Executive shall be
entitled to receive a bonus pursuant to Section 5(b) based on the Conseco’s
actual performance for the year in which Executive is terminated (prorated for
the partial year period ending on the date of termination), payable at the same
time when such bonus amount normally would have been paid pursuant to Section
5(b).  All stock options, restricted stock and/or other awards held by
Executive on the date of termination shall be treated in accordance with the
applicable award agreements.

    


    
      	
              2.  

            	
              Section
      11(d) of the Agreement is hereby amended in its entirety to read as
      follows:

            


    

    


    (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 within
30 days of the date of termination (i) the Accrued Amounts and (ii) a cash lump
sum equal to the sum of (A) his Target Bonus and (B) one and one-half times his
annual Base Salary.  Additionally, following such a termination,
Executive shall be entitled to receive a bonus pursuant to Section 5(b) based on
the Company’s 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      actual
performance for the year during which Executive is terminated (prorated for the
partial year period ending on the Termination Date), payable at the same time
when such bonus amount would have been paid pursuant to Section
5(b).  All stock options, restricted stock and/or other awards held by
Executive upon the occurrence of a Change in Control shall be treated in
accordance with the applicable award agreements.

    

    


    
      	
              3.  

            	
              All
      provisions of the Agreement not amended hereby shall remain in full force
      and effect.

            


    

    


    IN
WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date first above written.

    


    


    CONSECO SERVICES, LLC

    


    By:  /s/ Susan
Menzel           
      

      


    Printed:  Susan
Menzel          
     

     
 

    Title:  EVP Human
Resources    

    


    


     /s/ Scott R.
Perry               
         

     Scott R. Perry