AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT AND
AMENDMENT NO. 2 TO CHANGE OF CONTROL AGREEMENT
This Amendment No. 2 to Employment Agreement and Amendment No. 2 to Change of Control Agreement is made as of the 17th day of July, 2001, by and between Stewart Enterprises, Inc., a Louisiana corporation (the "Company"), and Everett N. Kendrick (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into an Employment Agreement with the Employee dated as of January 31, 2000, which has been previously amended one time (as amended, the "Employment Agreement");
WHEREAS, the Company has entered into a Change of Control Agreement with the Employee dated as of January 31, 2000, which has been previously amended one time (as amended, the "Change of Control Agreement"); and
WHEREAS, the Company and the Employee have agreed to a change in the bonus for which the Employee is eligible, as set forth herein.
NOW, THEREFORE, for and in consideration of the continued employment of Employee by the Company and the payment of wages, salary and other compensation to Employee by the Company, the parties hereto agree as follows:
Section 1. Except as expressly amended herein, all of the terms and provisions of the Employment Agreement and Change of Control Agreement shall remain in full force and effect.
Section 2. Article II, Section 2 of the Employment Agreement is hereby amended to read in its entirety as follows:
Bonus. (a) For the fiscal year beginning November 1, 2000, the Employee shall be eligible to receive an annual incentive bonus (the "Bonus") of up to $225,000. For fiscal years beginning on or after November 1, 2001, the Employee shall be eligible to receive an annual incentive bonus (the "Bonus") of up to $250,000 per Fiscal Year. The Bonus will be awarded based upon factors to be established annually and set forth in an annual supplement to this Agreement.
(b) The Bonus shall be paid in cash not later than 30 days following the filing of the Company's annual report on Form 10-K for the fiscal year in which the Bonus has been earned.
Section 3. Article I, Section 1.1 of the Change of Control Agreement is hereby amended to read in its entirety as follows:
1.1 Employment Agreement. After a Change of Control (defined below), this Agreement supersedes the Employment Agreement dated as of January 31, 2000 as amended by Amendment No. 1 dated as of October 31, 2000, and as amended by Amendment No. 2 dated as of July 17, 2001, between Employee and the Company (as amended, the "Employment Agreement") except to the extent that certain provisions of the Employment Agreement are expressly incorporated by reference herein. After a Change of Control (defined below), the definitions in this Agreement supersede definitions in the Employment Agreement, but capitalized terms not defined in this Agreement have the meanings given to them in the Employment Agreement.
Section 4. Article II, Section 2.2, paragraph (b) of the Change of Control Agreement is hereby amended to read in its entirety as follows:
(b) Bonus. An annual incentive bonus (the "Bonus") of up to $225,000, for the fiscal year beginning November 1, 2000, and up to $250,000 for fiscal years beginning on or after November 1, 2001, to the extent not already received, shall be paid in cash (1) no later than November 30 of the fiscal year following the fiscal year in which it was earned or (2) if the Employee elects to receive the Bonus in the calendar year following the year in which it was earned, between January 1 and January 15 of such following calender year.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and signed as of the date indicated above.
| STEWART ENTERPRISES, INC. | |
| By: /S/ JAMES W. MCFARLAND James W. McFarland Compensation Committee Chairman | |
EMPLOYEE: | |
| /S/ EVERETT N. KENDRICK Everett N. Kendrick |
