a5978787ex10-14_2.htm


    
      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:

       

      
        	
                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 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.

              


      

       

      
        	
                3.  

              	
                "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.

              


      

       

      
        	
                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.

              


      

       

      
        
          
          

        

        
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                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
      Executive in the course of his employment by
  Conn's.

              


      

       

      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:

       

      
        	
                1.  

              	
                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.

              


      

       

      
        	
                2.  

              	
                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 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.  

              	
                Executive
      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.  

              	
                Executive
      agrees that for the duration of this Agreement, and for a period of two
      (2) years after the expiration of this Agreement, Executive 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 Executive or for another entity, firm,
      corporation, or individual.

              


      

       

      
        	
                5.  

              	
                Executive
      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. Executive
      further acknowledges that Conn's would suffer irreparable harm if
      Executive were to use or enable others to use such knowledge, information,
      and business acumen in competition with Conn's. Executive 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 Executive with specialized knowledge, training,
      and insight regarding Conn's operations as a publicly-held
      company.  Executive 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 Executive than is necessary to protect the
      goodwill, Confidential Information and other legitimate business interests
      of Conn's.  Executive 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 Executive 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.  

              	
                Executive
      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 Executive's
      custody or possession that has been obtained or prepared in the course of
      Executive'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 Executive'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 Executive's office, work
      area, and on the premises of Conn's upon termination of Executive's
      employment and at any time during Executive'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 Executive:

                      	
                        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

                      
	 	 
	
                        with
      a copy to:

                      	
                        Fulbright
      & Jaworski L.L.P.

                      
	 
      	
                        2200
      Ross Avenue, Suite 2800

                      
	 
      	
                        Dallas,
      Texas  75201

                      
	 
      	
                        Attn:  Thomas
      W. Hughes

                      
	 
      	
                        Fax
      No.: (214)
855-8200

                      


              

            

          

        

      

       

      
        
          
          

        

        
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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 Executive under
this Agreement may not be sold, assigned, transferred, pledged or hypothecated
by Executive.

       

      G.           Binding
Agreement.  Executive understands that his obligations under
this Agreement are binding upon Executive'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 Executive'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 Executive and any agreements evidencing any
stock options granted to Executive shall constitute the entire agreement between
the parties with respect to Executive's employment with Conn's during the
Retirement Period.  This Agreement replaces and supersedes any and all
existing agreements entered into between Executive 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.  Executive 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 Executive on corporate and civic boards should be accepted only after
consideration of conflict of interest and consultation with the
Board.  Conn's requires Executive 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.

       

      
        
          
            
              
                
                  	
                          EXECUTIVE

                        	
                          CONN'S,
      INC.

                        
	 	 
	 	 
	
                            /s/ Thomas J. Frank,
      Sr.

                          Thomas
      J. Frank, Sr.

                           

                           

                        	
                          By:
         /s/ William C.
      Nylin

                          William C. Nylin

                                   
      Chairman

                           

                        
	 
      	 
      


                

              

            

          

        

      

       

       

       

       

       

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