AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT
This Amendment No. 3 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 Ronald H. Patron (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 May 1, 1998 and Amendment No. 2 dated as of October 31, 1998 (as
amended, the "Employment Agreement"); 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
January 1, 2000:
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. (a) The Employee is employed
by the Company to render services on behalf of the Company as
Executive Vice President and Chief Administrative Officer. As the
Executive Vice President and Chief Administrative 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")
and/or the Company's Chief Executive Officer.
(b) Effective January 1, 2000, the Employee shall render
the services prescribed in paragraph (a) above for not less than 4
days per week, and not less than 30 weeks per fiscal year of the
Company. Upon the request of the Chief Executive Officer, the
Employee shall prepare a work schedule to be submitted for approval.
SECTION 3. Article II, Section 1 of the Employment Agreement is
hereby amended to read in its entirety as follows:
1. SALARY. Effective January 1, 2000, a salary ("Base Salary")
at the rate of $150,000 per fiscal year of the Company ("Fiscal
Year"), payable to the Employee at such intervals as other salaried
employees of the Company are paid.
SECTION 4. 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 $150,000 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 5. Article IV, Section 3, paragraph (a) of the Employment
Agreement is hereby amended to read in its entirety as follows:
(a) the Company shall pay to the Employee the sum of
$400,000, payable in equal installments over a two-year period at
such intervals as other salaried employees of the Company are
paid; and
SECTION 6. Article IV, Section 5 of the Employment Agreement is
hereby amended to read in its entirety as follows:
5. TERMINATION BY EMPLOYEE FOR REASONS OTHER THAN GOOD REASON.
If the Employee's status as an employee is terminated by the Employee
for reasons other than Good Reason, then the Company shall pay to the
Employee the sum of $200,000, payable in equal installments over a
two-year period at such intervals as other salaried employees of the
Company are paid.
SECTION 7. 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: Chief Executive Officer
If to the Employee, to:
Ronald H. Patron
505 Beau Chene Drive
Mandeville, LA 70448
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
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James W. McFarland
Compensation Committee Chairman
EMPLOYEE:
/s/ Ronald H. Patron
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Ronald H. Patron