EXHIBIT 10.25
CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC.
PLAN ADOPTION AGREEMENT
Subject to the terms and conditions of the Carriage Partners Program
for California (the "Plan"), a copy of which is attached hereto and incorporated
herein by reference, Carriage Funeral Services of California, Inc., a California
corporation (the "Company"), hereby awards to XXXX X. XXXXXX (the "Participant")
ONE HUNDRED (100) POINTS in accordance with Section 3.1 of the Plan.
The Participant hereby accepts and agrees to be bound by all the
terms and conditions of the Plan. Participant's participation in the Plan shall
commence on the date indicated below. The Participant understands that his
participation in the Plan and his or her right to receive incentive payments
thereunder are subject to a number of conditions as set forth in the Plan,
including achievement of a minimum level of Operating Net Income according to a
budgeted amount established by the Company's Board of Directors. The Plan is
subject to amendment, modification and termination as provided therein. The
Participant acknowledges that he or she has consulted, or has had the
opportunity to consult, with the Participant's own advisors regarding the tax
and other consequences of the Participant's participation in the Plan. The
foregoing is not in limitation of the terms and provisions of the Plan, which
the Participant acknowledges having read in its entirety.
The Company agrees that it will not, without the prior written
consent of the Participant, include any other participants in the Plan or award
any Points to any other person other than the Participant hereunder, for so long
as the Participant constitutes a "Majority in Interest" under the Plan.
If the Board of Directors of the Company determines, in its sole
discretion, that the Company or an Affiliate has acquired one or more funeral
homes or cemeteries located outside the Territory as a direct consequence of the
efforts of the Participant, then, at the Participant's election (by written
notice to the Company), such acquired funeral homes and/or cemeteries shall
either (i) be included as "Target Operations" under the Plan, or (ii) be subject
to the one-time finder's fee payable as provided in Section 4 of the
Participant's Employment Agreement with the Company.
The Company agrees that the Target Operating Net Income for the
combined Target Operations consisting of the nine Xxxxxx & Xxxxxxx Mortuaries
and the Rolling Hills Memorial Park shall be $5,900,000.
Granted the 7th day of January, 1997.
CARRIAGE FUNERAL SERVICES OF
CALIFORNIA, INC.
By: /s/ XXXXXX X. XXXXX
XXXXXX X. XXXXX,
Chief Executive Officer
ACCEPTED:
/s/ XXXX X. XXXXXX
XXXX X. XXXXXX
Date: January 7, 1997
