AMENDMENT NO. 2
TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 2 to Change of Control Agreement is made as of the
25th day of July, 2000, by and between Stewart Enterprises, Inc., a
Louisiana corporation (the "Company"), and Brian J. Marlowe (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into a Change of Control Agreement
with the Employee dated as of December 5, 1995, as amended by Amendment No.
1 to Change of Control Agreement dated as of November 1, 1998 (as amended,
the "Change of Control Agreement");
WHEREAS, the Employee has agreed to serve as the Company's Executive
Vice President and Chief Operating Officer; and
WHEREAS, the Company and the Employee have agreed to a change in the
Employee's salary and bonus, as set forth herein.
NOW THEREFORE, the Company and the Employee agree as follows:
SECTION 1. Except as expressly amended herein, all of the terms and
provisions of the Change of Control Agreement shall remain in full force
and effect.
SECTION 2. 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 August 1, 1995 as amended by Amendment No.
1 dated as of October 31, 1998, and as amended by Amendment No. 2
dated as of July 25, 2000, 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 3. Article II, Section 2.2, paragraphs (a) and (b) of the
Change of Control Agreement are hereby amended to read in their entirety as
follows:
(a) SALARY. A salary ("Base Salary") at the rate of $355,000 per
year, payable to the Employee at such intervals no less frequent than
the most frequent intervals in effect at any time during the 120-day
period immediately preceding the Change of Control or, if more
favorable to the Employee, the intervals in effect at any time after
the Change of Control for other peer employees of the Company and its
affiliated companies.
(b) BONUS. An annual incentive bonus (the "Bonus") of
$375,000, to the extent not already received, shall be paid in
cash (1) no later than November 30 of each year 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 year.
SECTION 4. Article III, Section 3.2 of the Change of Control
Agreement is hereby amended to read in its entirety as follows:
3.2 NOTICES. All notices hereunder must be in writing
and shall be deemed to have 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: Chief Executive Officer
If to the Employee, to:
Brian J. Marlowe
1015 Basil Road
McLean, Virginia 22101
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/ BRIAN J. MARLOWE
--------------------------
Brian J. Marlowe