10.6
AMENDMENT NO. 2
TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 2 to Change of Control Agreement is made as of the
1st day of November, 1998, by and between Stewart Enterprises, Inc., a
Louisiana corporation (the "Company"), and Brent F. Heffron (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 January 1, 1997 as amended by Amendment No. 1
to Change of Control Agreement dated as of November 1, 1997 (as amended,
the "Change of Control Agreement").
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. 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 January 1, 1997 as amended by Amendment No.
1 dated as of January 1, 1997, Amendment No. 2 dated as of
November 1, 1997 and Amendment No. 3 dated as of October 31,
1998, 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, 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 $300,000
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
$270,000, 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. AMENDMENT TO ARTICLE II, SECTION 2.4. Article II, Section
2.4, paragraph (a) of the Change of Control Agreement is hereby amended to
read in its entirety as follows:
(a) TERMINATION BY COMPANY FOR REASONS OTHER THAN DEATH,
DISABILITY OR CAUSE; BY EMPLOYEE FOR GOOD REASON. If, after a
Change of Control and during the Employment Term, the Company
(or, if applicable the ultimate parent company), terminates the
Employee's employment other than for Cause, death or Disability,
or the Employee terminates employment for Good Reason, the
Company shall pay to the Employee in a lump sum in cash within 30
days of the Date of Termination an amount equal to three times
the sum of (i) the amount of Base Salary in effect at the Date of
Termination, plus (ii) the Employee's Bonus.
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.
/s/ JAMES W. MCFARLAND
By:___________________________________
James W. McFarland
Compensation Committee Chairman
EMPLOYEE:
/s/ BRENT F. HEFFRON
______________________________________
Brent F. Heffron