AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement is made as of the 25th
day of July, 2000, by and between Stewart Enterprises, Inc., a Louisiana
corporation (the "Company"), and William E. Rowe (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 August 1, 1995 as amended by Amendment No. 1 dated as
of October 31, 1998 (as amended, the "Employment Agreement");
WHEREAS, the Employee has agreed to serve as the Company's President
and Chief Executive Officer; and
WHEREAS, the Company and the Employee have agreed to certain changes
in the terms of Employee's employment, as set forth herein.
NOW THEREFORE, the Company and the Employee agree as follows effective
November 16, 1999:
SECTION 1. Except as expressly amended herein, all of the terms and
provisions of the Employment Agreement shall remain in full force and
effect.
SECTION 2. The second paragraph of Article I, Section 1 of the
Employment Agreement is hereby amended to read in its entirety as follows:
CAPACITY AND DUTIES OF EMPLOYEE. The Employee is employed by the
Company to render services on behalf of the Company as President and
Chief Executive Officer. As the President and Chief Executive
Officer, the Employee shall perform such duties as are assigned to the
individual holding such title by the Company's Bylaws and such other
duties, consistent with the Employee's job title, as may be prescribed
from time to time by the Board of Directors of the Company (the
"Board").
SECTION 3. Article II, Section 2 of the Employment Agreement is
hereby amended to read in its entirety as follows:
2. BONUS. (a) For fiscal years beginning November 1, 1999, the
Employee shall be eligible to receive an annual incentive bonus (the
"Bonus") of up to $500,000 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 4. Article II, Section 3, paragraph (b) of the Employment
Agreement is hereby amended to read in its entirety as follows:
(b) Reimbursement for membership dues, including assessments and
similar charges, in one or more clubs deemed useful for business
purposes in an amount not to exceed $8,000 or such additional amounts
as may be approved by the Chairman of the Board;
SECTION 5. Article III, Section 4, paragraph (a), subsections (i) and
(ii) of the Employment Agreement are hereby amended to read in their
entirety as follows:
(i) the assignment by the Board to the Employee of any
duties or responsibilities that are inconsistent with the Employee's
status, title and position as President and Chief Executive Officer;
(ii) any removal of the Employee from, or any failure
to reappoint or reelect the Employee to, the position of President and
Chief Executive Officer of the Company, except in connection with a
termination of Employee's status as an employee as permitted by this
Agreement;
SECTION 6. Article VI, Section 2 of the Employment Agreement is
hereby amended to read in its entirety as follows:
2. NOTICES. All notices hereunder must be in writing and shall
be deemed to have been given upon receipt of delivery by: (a) hand
(against a receipt therefor), (b) certified or registered mail,
postage prepaid, return receipt requested, (c) a nationally recognized
overnight courier service (against a receipt therefor) or (d) telecopy
transmission with confirmation of receipt. All such notices must be
addressed as follows:
If to the Company, to:
Stewart Enterprises, Inc.
110 Veterans Memorial Boulevard
Metairie, Louisiana 70005
Attn: Chairman of the Board
If to the Employee, to:
William E. Rowe
113 Sycamore Drive
Metairie, LA 70005
or such other address as to which any party hereto may have notified
the other in writing.
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/ William E. Rowe
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William E. Rowe