a6036523ex10_143.htm


    Exhibit
10.14.3

     

    
      EMPLOYMENT
AGREEMENT

       

      THIS
EMPLOYMENT AGREEMENT (this "Agreement")
is made this the 19th day of June, 2009, to be effective as of close of business
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 "Frank").

       

      WHEREAS, Frank and Conn's have
previously entered into that certain Amended and Restated Frank Employment
Agreement, dated June 1, 2007 (the "Prior
Agreement");

       

      WHEREAS, Conn’s and Frank have
previously entered into that certain “Executive Retirement Agreement”, effective
as of June 2, 2009, when it was contemplated that Frank would provide only
consulting services to Conn’s;

       

      WHEREAS, Conn’s and
Frank have determined that rather than Frank providing Consulting Services and
provided in the “Executive Retirement Agreement”, Conn’s desires to continue to
employ Frank on a part time basis, whereby Frank will be paid a salary of
$144,000 per annum, on regular payroll intervals.

       

      WHEREAS, Conn's and
Frank desire to amend and restate the Prior Agreement and the Executive
Retirement Agreement to reflect the part time employment of Frank  of
Conn’s as provided herein;

       

      WHEREAS, Conn's desires
to continue to retain Frank as a part time employee 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.  
Frank
Employment.  The full time employment period of Frank provided
in the Prior Agreement shall end as of the end of the business day, June 2,
2009, at which time Frank will continue to be an employee of Conn’s on a part
time basis.  Frank shall be entitled to the following continued rights
and compensation:

       

      1.           Conn’s
shall continue to employ Frank on a part time basis to provide such advisory and
other employment services as appropriate and necessary for a period of
thirty-six (36) months from the effective date hereof.  At the end of
the thirty-six (36) month period, this Agreement shall renew and extend for
successive twelve (12) month periods unless terminated by Frank 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 Frank.

       

      2.           Conn's
shall pay Incentive Compensation, if any, earned and accrued but unpaid through
the date of this Agreement.

       

      3.           Conn’s
shall pay Frank a base salary of One Hundred Forty-Four Thousand Dollars
($144,000) per annum, payable on Conn’s normal payroll payment schedule, subject
to standard Conn’s payroll deductions, and those authorized by Frank as provided
in Conn’s policies and procedures.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.           Frank
(and his spouse) shall be entitled to participate in Conn's major medical/health
insurance plan (the "Health Plan") until Frank’s death, or the death of Frank’s
spouse if she should survive Frank, provided that Frank, 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
Frank is ineligible to participate in the Health Plan, Conn's shall procure a
comparable insurance policy for Frank and his spouse (a "Replacement
Policy").  Frank 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.

       

      5.           Conn’s
shall continue to provide Frank an automobile/truck of his choice, or the sum of
one thousand dollars ($1,000) per month, at Frank’s election, together with a
Company gasoline credit card until Frank’s death for his use in providing his
services hereunder.

       

      6.           If
Conn's maintains any liability insurance covering members of its Board of
Directors, Frank will be included within the covered class of individuals under
such policy.

       

      B.  
Termination.  This
Agreement shall not terminate upon Frank's death, but shall continue to benefit
Frank’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:

       

      
        	
                 
      1.  

              	
                "Affiliate"
      shall mean, with respect to a person, any other person controlling,
      controlled by or under common control with the first
    person.

              


      

       

      
        	
                 
      2.  

              	
                "Cause"
      shall mean (i) behavior of Frank which is adverse to Conn's interests,
      (ii) Frank'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.

              


      

       

      
        	
                 
      3.  

              	
                "Confidential
      Information" shall mean information:  (i) disclosed to or known
      by the Frank 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 Frank was
      generally available to the public, (b) prior to its use by Frank,
      becomes generally available to the public through no act or failure of
      Frank, (c) is received by Frank 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 Frank by virtue of his experience and know how gained prior to
      employment with Conn's.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      4.  

              	
                "Control"
      and correlative terms shall mean the power, whether by contract, equity
      ownership or otherwise, to direct the policies or management of a
      person.

              


      

       

      
        	
                 
      5.  

              	
                "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.

              


      

       

      
        	
                 
      6.  

              	
                "Person"
      shall mean an individual, partnership, corporation, limited liability
      company, trust or unincorporated organization, or a government or agency
      or political subdivision thereof.

              


      

       

      
        	
                 
      7.  

              	
                "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
      Frank in the course of his employment by
Conn's.

              


      

       

      D.  
Non-Disclosure,
Non-Competition and Non-Solicitation.  Frank 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 Frank in order to allow Frank to fulfill his
obligations as an Frank of a publicly-held company and under this
Agreement.  In consideration of the special and unique opportunities
afforded to Frank by Conn's as a result of Frank's employment, as outlined in
the previous sentence, Frank hereby agrees as follows:

       

      
        	
                 
      1.  

              	
                Frank
      agrees that Frank 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 Frank's employment with
      Conn's.  This Section G.1 shall continue in full force and
      effect after termination of Frank's employment for any
      reason.  Frank'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 Frank, 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 Frank conceives or develops, as well as
      matters Frank learns from other Franks of Conn's and any of its
      Affiliates.

              


      

       

      
        	
                 
      2.  

              	
                During
      the period of this Agreement, Frank 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 similar to the products or services which
      Conn's or any of its Affiliates provides, and that he will not work for,
      assist, loan money, extend credit or become affiliated with as an
      in­di­vid­ual, owner, partner, director, officer, stockholder,
      employee, advisor, in­de­pend­­ent contractor, joint
      venturer, consultant, agent, representative, salesman or any other
      capacity, either directly or indirectly, any individual or business which
      offers or performs services, or offers or provides products substantially
      similar to the services and products provided by Conn's or any of its
      Affiliates.  The restrictions of this Section G.2 shall not be
      violated by the ownership of no more than 1% of the outstanding securities
      of any company whose equity securities are traded on a national securities
      exchange or is quoted on the NASDAQ National
  Market.

              


      

       

      
        
          
          

        

        
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      3.  

              	
                Frank
      agrees that he shall not, directly or indirectly, at any time during the
      period of one (1) year after the termination of this Agreement for any
      reason, including expiration of the Agreement, within the geographical
      area of 100 miles of any existing or specifically contemplated Conn's
      retail or support location at the time of termination, as an individual,
      owner, partner, director, officer, stockholder, employee, advisor,
      independent contractor, joint venturer, consultant, agent, representative,
      salesman or any other capacity, work for, assist, loan money, extend
      credit or become affiliated with, either directly or indirectly, any
      individual or business which offers or performs services, or offers or
      provides products substantially similar to the services and products
      provided by Conn's or any of its Affiliates.  The restrictions
      of this Section G.3 shall not be violated by the ownership of no more than
      1% of the outstanding securities of any company whose equity securities
      are traded on a national securities exchange or is quoted on the NASDAQ
      National Market.  It is understood that the geographical area
      set forth in this covenant is divisible so that if this clause is invalid
      or unenforceable in an included geographic area, that area is severable
      and the clause remains in effect for the remaining included geographic
      areas in which the clause is valid.

              


      

       

      
        	
                 
      4.  

              	
                Frank
      agrees that for the duration of this Agreement, and for a period of two
      (2) years after the expiration of this Agreement, Frank will not either
      directly or indirectly, on his behalf or on behalf of others, solicit,
      attempt to hire, or hire any person employed by Conn's and any of its
      Affiliates to work for Frank or for another entity, firm, corporation, or
      individual.

              


      

       

      
        	
                 
      5.  

              	
                Frank
      acknowledges that Conn's has taken reasonable steps to maintain the
      confidentiality of its Confidential Information and the ownership of its
      Work Product and Copyright Works, which is extremely valuable to Conn's
      and provides Conn's with a competitive advantage in its market. Frank
      further acknowledges that Conn's would suffer irreparable harm if Frank
      were to use or enable others to use such knowledge, information, and
      business acumen in competition with Conn's. Frank acknowledges the
      necessity of the restrictive covenants set forth herein to: protect Conn's
      legitimate interests in Conn's Confidential Information; protect Conn's
      customer relations and the goodwill with customers and suppliers that
      Conn's has established at its substantial investment; and protect Conn's
      as a result of providing Frank with specialized knowledge, training, and
      insight regarding Conn's operations as a publicly-held
      company.  Frank further agrees and acknowledges that these
      restrictive covenants are reasonably limited as to time, geographic area,
      and scope of activities to be restricted and that such promises do not
      impose a greater restraint on Frank than is necessary to protect the
      goodwill, Confidential Information and other legitimate business interests
      of Conn's.  Frank agrees that any breach of this Section G
      cannot be remedied solely by money damages, and that in addition to any
      other remedies Conn's may have, Conn's is entitled to obtain injunctive
      relief against Frank without the requirement of posting bond or other
      security.  Nothing herein, however, shall be construed as
      limiting Conn's right to pursue any other available remedy at law or in
      equity, including recovery of damages and termination of this
      Agreement.

              


      

       

      
        
          
          

        

        
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      6.  

              	
                Frank
      acknowledges that all writings, records, and other documents and things
      comprising, containing, describing, discussing, explaining, or evidencing
      any Confidential Information, Work Product, and/or Copyright Works of
      Conn's, any Affiliate of Conn's, or any third party with which Conn's has
      a confidential relationship, is the property of Conn's or such
      Affiliate.  All property belonging to Conn's in Frank's custody
      or possession that has been obtained or prepared in the course of Frank's
      employment with Conn's shall be the exclusive property of Conn's, shall
      not be copied and/or removed from the premises of Conn's, except in
      pursuit of the business of Conn's, and shall be delivered to Conn's, along
      with all copies or reproductions of same, upon notification of the
      termination of Frank's employment or at any other time requested by
      Conn's.  Conn's shall have the right to retain, access, and
      inspect all property of any kind in Frank's office, work area, and on the
      premises of Conn's upon termination of Frank's employment and at any time
      during Frank's employment, to ensure compliance with the terms of this
      Agreement.

              


      

       

      
        	
                 
      7.  

              	
                The
      terms of this Section D are continuing in nature and shall survive the
      termination or expiration of this
Agreement.

              


      

       

      E.  
Notices.  All
notices and other communications under this Agreement shall be in writing and
shall be delivered personally or by facsimile or electronic delivery, given by
hand delivery to the other party, sent by overnight courier or sent by
registered or certified mail, return receipt requested, postage prepaid,
to:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	
                                            If
      to Frank:

                                          	
                                            Thomas
      J. Frank, Sr.

                                          
	 	 
      	
                                            3295
      College Street

                                          
	 	 
      	
                                            Beaumont,
      Texas  77701

                                          
	 	 
      	
                                            Fax
      No.: (800) 511-5746

                                          
	 	 
      	 
      
	 	
                                            If
      to Company:

                                          	
                                            Conn's,
      Inc.

                                          
	 	 
      	
                                            3295
      College Street

                                          
	 	 
      	
                                            Beaumont,
      Texas  77701

                                          
	 	 
      	
                                            Attn:  General
      Counsel

                                          
	 	 
      	
                                            Fax
      No.: (409)
212-9521

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
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      F.  
Assignment.  Conn's
shall require any successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to a controlling interest in the business, assets or
equity of Conn's to assume and agree to perform this Agreement in the same
manner and to the same extent that Conn's would be required to perform if no
such succession had taken place.  This Agreement is a personal
employment contract and the rights, obligations and interests of Frank under
this Agreement may not be sold, assigned, transferred, pledged or hypothecated
by Frank.

       

      G.  
Binding
Agreement.  Frank understands that his obligations under this
Agreement are binding upon Frank's heirs, successors, personal representatives
and legal representatives.

       

      H.  
Arbitration.  Except
for any controversy or claim relating to Section G of this Agreement, any
controversy or claim arising out of or relating to this Agreement or the breach
of any provision of this Agreement, including the arbitrability of any
controversy or claim, shall be settled by arbitration administered by the
American Arbitration Association ("AAA")
under its National Rules for the Resolution of Employment Disputes and the
Optional Rules for Emergency Measures of Protection of the AAA, and judgment
upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.  Any provisional remedy which would be available
from a court of law, shall be available from the arbitrator to the parties to
this Agreement pending arbitration. Arbitration of disputes is mandatory and in
lieu of any and all civil causes of action and lawsuits either party may have
against the other arising out of Frank's employment with Conn's. Civil discovery
shall be permitted for the production of documents and taking of
depositions.  The arbitrator(s) shall be guided by the Texas Rules of
Civil Procedure in allowing discovery and all issues regarding compliance with
discovery requests shall be decided by the arbitrator(s).  The Federal
Arbitration Act shall govern this Section K.  This Agreement shall in
all other respects be governed and interpreted by the laws of the State of
Texas, excluding any conflicts or choice of law rule or principles that might
otherwise refer construction or interpretation of this Agreement to the
substantive law of another jurisdiction.  The arbitration shall be
conducted in Beaumont, Texas by one neutral arbitrator chosen by AAA according
to its National Rules for the Resolution of Employment Disputes if the amount of
the claim is one million dollars ($1,000,000.00) or less and by three neutral
arbitrators chosen by AAA in the same manner if the amount of the claim is more
than one million dollars ($1,000,000.00).  Neither party nor the
arbitrator(s) may disclose the existence, content, or results of any arbitration
hereunder without the prior written consent of both parties unless compelled to
do so either by judicial process or in order to enforce an arbitration award
rendered pursuant to this Section H.  All fees and expenses of the
arbitration shall be borne by the parties equally.  However, each
party shall bear the expense of its own counsel, experts, witnesses, and
preparation and presentation of proofs.  The prevailing party,
according to the arbitrator(s), shall be entitled to an award of its reasonable
attorneys' fees.

       

      I.  
Waiver.  No
waiver by either party to this Agreement of any right to enforce any term or
condition of this Agreement, or of any breach of this Agreement, shall be deemed
a waiver of such right in the future or of any other right or remedy available
under this Agreement.

       

      J.  
Severability.  If
any provision of this Agreement as applied to either party or to any
circumstances shall be adjudged by a court of competent jurisdiction or
arbitrator to be void or unenforceable the same shall in now way affect any
other provision of this Agreement or the validity or enforceability of this
Agreement.  If any court or arbitrator construes any of the provisions
of Section G of this Agreement, or any part thereof, to be unreasonable because
of the duration of such provision or the geographic or other scope thereof, such
court or arbitrator shall reduce the duration or restrict the geographic or
other scope of such provision or enforce such provision to the maximum extent
possible as so reduced or restricted.

       

      
        
          
          

        

        
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      K.  
Entire
Agreement; Amendment.  This Agreement, the Indemnification
Agreement entered into by Conn's and Frank and any agreements evidencing any
stock options granted to Frank shall constitute the entire agreement between the
parties with respect to Frank's employment with Conn's.  This
Agreement replaces and supersedes any and all existing agreements entered into
between Frank and Conn's, whether oral or written, regarding the subject matter
of this Agreement.  This Agreement may not be amended or modified
other than by a written agreement executed by the parties to this Agreement or
their respective successors and legal representatives.

       

      L.  
Understand
Agreement.  Frank represents and warrants that he has (i) read
and understood each and every provision of this Agreement, (ii) been given the
opportunity to obtain advice from legal counsel of choice, if necessary and
desired, in order to interpret any and all provisions of this Agreement and
(iii) freely and voluntarily entered into this Agreement.

       

      M.  
Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas and is performable in Beaumont,
Texas.

       

      N.  
Professional/Personal.  Membership
by Frank on corporate and civic boards should be accepted only after
consideration of conflict of interest and consultation with the
Board.  Conn's requires Frank to have a comprehensive annual medical
physical examination.

       

      O.  
Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one
and the same instrument.

       

      P.  
Titles;
Pronouns and Plurals.  The titles to the sections of this
Agreement are inserted for convenience of reference only and should not be
deemed a part hereof or affect the construction or interpretation of any
provision hereof.  Whenever the context may require, any pronoun used
in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns, pronouns, and verbs shall include the
plural and vice versa.

       

      Q.  
Survival.  The
provisions of this Agreement shall survive the expiration of this
Agreement.

       

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

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                FRANK

                                              	 	
                                                CONN'S,
      INC.

                                              
	 	 	 
	 	 	 
	 	 	 
	
                                                /s/ Thomas J. Frank, Sr.

                                              	By:	
                                                /s/ William C. Nylin,
Jr.

                                              
	Thomas
      J. Frank, Sr.	 	William
      C. Nylin, Jr.
	 	 	
                                                Chairman

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

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