EXHIBIT 10.5
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") made and
entered into as of this 25th day of February, 2003, by and between SCI EXECUTIVE
SERVICES, INC., a Delaware corporation (the "Company") wholly owned by SERVICE
CORPORATION INTERNATIONAL, a Texas corporation (the "Parent"), and X. X.
XXXXXXX, (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and the Employee entered into an Employment
Agreement effective January 1, 1998 (the "Employment Agreement"), and the Parent
guaranteed payment and performance under the Employment Agreement; and
WHEREAS, the Company and the Employee have agreed to amend the
Employment Agreement in certain respects;
NOW THEREFORE, in consideration of the premises and the agreements
herein contained, the parties intending to continue to be legally bound by the
Employment Agreement as amended by this Amendment, hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby amended by
deleting the entire Section 1 and substituting the following
as Section 1 in its entirety:
"1. Employment and Term. The Company agrees to employ the
Employee and the Employee agrees to remain in the
employ of the Company, in accordance with the terms
and provisions of this Agreement, for the period
beginning on the date of the First Amendment to this
Employment Agreement and ending as of the close of
business on December 31, 2006 (such period is
referred to hereinafter as the "Employment Period")."
2. Section 2 of the Employment Agreement is hereby amended by
deleting the first sentence thereof and substituting the
following for such sentence:
"During the Employment Period, the Employee shall
serve either as Chairman of the Board of Directors of
the Parent, or as Chairman of the Board of Directors
and Chief Executive Officer of the Parent, as
designated at the discretion of the Board of
Directors of the Parent, and shall have the duties,
powers and authority heretofore possessed by the
holder of such office(s) and
such other powers consistent therewith as are
delegated to him in writing from time to time by the
Board of Directors of the Parent (the "Board").
3. Section 4(c) of the Employment Agreement is hereby amended by
adding a new subparagraph at the end of such Section to be and
read as follows:
"It is understood and agreed that the First Amendment
to this Employment Agreement shall not constitute
"Good Reason" for purposes of this Agreement."
4. Section 4(e) of the Employment Agreement is hereby amended by
deleting the last sentence of such Section.
5. Section 5(a) of the Employment Agreement is hereby amended by
deleting all of the language within the parenthetical at the
end of such Section so that the Section ends prior to such
parenthetical.
6. The terms and provisions of the Employment Agreement, as
amended hereby, continue in full force and effect.
IN WITNESS WHEREOF, the Employee and, pursuant to due authorization
from the Board, the Company have caused this Amendment to be executed as of the
date first above written.
X. X. XXXXXXX
/s/ X. X. Xxxxxxx
-----------------------------------
"EMPLOYEE"
SCI EXECUTIVE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
"COMPANY"
Pursuant to due authorization from its Board of Directors, the Parent,
by its execution hereof, absolutely and unconditionally guarantees to Employee
the full and timely payment and performance of each obligation of the Company to
Employee under the Employment Agreement as amended by this Amendment, waives any
and all rights that it may otherwise have to require Employee to proceed against
the Company for nonpayment or nonperformance, waives any and all defenses that
would otherwise be a defense to this guarantee, and agrees to remain liable to
Employee for all payment and performance obligations of the Company under the
Employment Agreement as amended by this Amendment, whether arising before, on or
after the date of this Amendment, until the Employment Agreement shall terminate
pursuant to its terms.
SERVICE CORPORATION
INTERNATIONAL
By: /s/ Xxxxx X. Shelger
--------------------------------
Name: Xxxxx X. Shelger
Title: Senior Vice President
General Counsel and Secretary
"PARENT"
