Exhibit 10.2
AMENDMENT NO. 1 TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 1 to Change of Control Agreement is made as of the
1st day of August, 1997, by and between Stewart Enterprises, Inc., a
Louisiana corporation (the "Company"), and Richard O. Baldwin, Jr. (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 (the "Change of Control
Agreement"); and
WHEREAS, the Company has approved, effective August 1, 1997, an
increase in the Employee's maximum incentive bonus to up to $200,000.
NOW THEREFORE, the Company and the Employee agree as follows:
SECTION 1. CHANGE OF CONTROL AGREEMENT. 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. AMENDMENT TO ARTICLE I, SECTION 1.1. 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 August 1, 1997, between
Employee and the Company (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. AMENDMENT TO ARTICLE II, SECTION 2.2. 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. For the period beginning November 1, 1996, the
Employee shall be eligible to receive a Bonus of up to $200,000
for each 12-month period thereafter; provided, however, that in
the event the Employee ceases to be assigned outside of the
United States, the Employee's maximum Bonus will be the sum of
(i) the product of $200,000 times the quotient of the number of
days during the Fiscal Year that the Employee was assigned
outside of the United States divided by 365 and (ii) the product
of $150,000 times the quotient of the number of days during the
Fiscal Year that the Employee was assigned in the United States
divided by 365. Such Bonus shall be comprised of two elements,
the quantitative element and the qualitative element:
(i) The quantitative element shall be equal to 75% of
the maximum Bonus and shall be based on the attainment of
certain goals to be established by the Company's
compensation committee, or any similar body, and Employee.
(ii) The qualitative element shall be 25% of the
maximum Bonus and shall be awarded at the discretion of the
Company's Chairman of the Board. The Chairman of the Board
and Employee shall establish incentive goals and other
criteria for the award of the qualitative element.
The Bonus shall be paid in cash no later than 30 days
following the date on which the information needed to calculate
the Bonus becomes available.
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/ RICHARD O. BALDWIN, JR.
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Richard O. Baldwin, Jr.