EXHIBIT 10.30
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made effective as of the 21st day of September,
1999, is between CARRIAGE SERVICES, INC., a Delaware corporation (the
"Company"), and XXXX XXXXXXXXX, a resident of Xxxxxx County, Texas (the
"Employee").
1. EMPLOYMENT TERM. The Company hereby employs the Employee for a
term commencing effective January 1, 2000 and, subject to earlier termination as
provided in Section 7 hereof, continuing for a period of five (5) years
thereafter (such term being herein referred to as the "term of this Agreement").
The Employee agrees to accept such employment and to perform the services
specified herein, all upon the terms and conditions hereinafter stated.
2. DUTIES. The Employee shall serve the Company and shall report to,
and be subject to the general direction and control of, such executive officers
of the Company as may be from time to time designated by its Chief Executive
Officer. Initially, that designated officer will be Xxxxx Xxxxxxxx, President of
the Company's Sessions Training Group. The Employee shall perform the management
and administrative duties of head of human resources for the Company. The
Employee shall also serve as Vice President of Human Resources of any subsidiary
of the Company as requested by the Company, and the Employee shall perform such
other duties as are from time to time assigned to him by the Company and as are
not inconsistent with the provisions hereof.
3. EXTENT OF SERVICE. The Employee shall devote his full business
time and attention to the business of the Company, and, except as may be
specifically permitted by the Company, shall not be engaged in any other
business activity during the term of this Agreement. The foregoing shall not be
construed as preventing the Employee from making passive investments in other
businesses or enterprises, provided, however, that such investments will not
require services on the part of the Employee which would in any way impair the
performance of his duties under this Agreement.
4. COMPENSATION. During the term of this Agreement, the Company
shall pay the Employee a salary of $10,833.33 per full calendar month of service
completed, appropriately prorated for partial months at the commencement and end
of the term of this Agreement. The Employee's base salary shall be reviewed at
least annually, but any increase shall be in the Company's sole discretion. The
salary set forth herein shall be payable in bi-weekly installments in accordance
with the payroll policies of the Company in effect from time to time during the
term of this Agreement. The Company shall have the right to deduct from any
payment of all compensation to the Employee hereunder (x) any federal, state or
local taxes required by law to be withheld with respect to such payments, and
(y) any other amounts specifically authorized to be withheld or deducted by the
Employee.
5. BENEFITS. In addition to the base salary under Section 4, the
Employee shall be entitled to participate in the following benefits during the
term of this Agreement:
(a) An annual discretionary bonus in an amount of up to 25% of the
Employee's base salary set forth in Section 4, based upon the Employee's
satisfaction of such performance criteria in each year during the term
hereof as may be determined by the Company in its sole discretion and
communicated in writing by the Chief Executive Officer. Such bonus shall
be payable as soon as reasonably practicable following the expiration of
each fiscal year of the Company, in cash, in options under the Plan
referred to in paragraph (b) below on a formula to be determined, or in a
combination thereof, as the parties may mutually agree.
(b) Upon commencement of employment, the Company will award the
Employee incentive stock options under the Company's 1995 Stock Incentive
Plan (the "Plan") covering 15,000 shares of the Company's Class A Common
Stock, having an exercise price equal to the closing price as of the
trading day most recently ended prior to commencement of employment and
being subject to a four-year vesting period (25% per year on the first
through fourth anniversaries of the commencement date) conditioned on
continued employment. Thereafter, the Employee shall remain eligible for
consideration of additional discretionary stock options under the terms of
the Plan.
(c) The Employee may attend continuing education seminars as shall
be reasonably necessary for the Employee to remain informed of
developments in the human resources area, and the Company shall pay for
the out-of-pocket fees and expenses for the Employee attending such
seminars, subject to the Company's policies respecting such matters.
(d) Paid vacation in a manner consistent with other executive-level
employees of the Company similarly situated; and
(e) Participation in the Company's group insurance program, and such
other employee benefits as are available generally to executive-level
employees of the Company similarly situated.
(f) The Employee shall be reimbursed for all reasonable and
necessary business expenses incurred by him in connection with his
employment hereunder, subject to the Company's policies respecting such
matters.
6. CERTAIN ADDITIONAL MATTERS. The Employee agrees that at all times
during the term of this Agreement and for the two-year period specified in
Section 8:
(a) The Employee will not knowingly or intentionally do or say any
act or thing which will or may impair, damage or destroy the goodwill and
esteem for the Company of its suppliers, employees, patrons, customers and
others who may at any time have or have had business relations with the
Company.
(b) The Employee will not reveal to any third person any difference
of opinion, if there be such at any time, between him and the management
of the Company as to its personnel, policies or practices.
(c) The Employee will not knowingly or intentionally do any act or
thing detrimental to the Company or its business.
7. TERMINATION.
(a) DEATH. If the Employee dies during the term of this Agreement
and while in the employ of the Company, this Agreement shall automatically
terminate and the Company shall have no further obligation to the Employee
or his estate except that the Company shall pay the Employee's estate that
portion of the Employee's base salary under Section 4 accrued through the
date on which the Employee's death occurred. Such payment of base salary
to the Employee's estate shall be made in the same manner and at the same
times as they would have been paid to the Employee had he not died. The
foregoing shall not affect death benefits payable, or continuation health
insurance coverage available to the employee's dependents, under the
Company's employee benefit plans.
(b) DISABILITY. If during the term of this Agreement, the Employee
shall be prevented from performing his duties hereunder by reason of
disability, and such disability shall continue for a period of six months,
then the Company may terminate this Agreement at any time after the
expiration of such six-month period. For purposes of this Agreement, the
Employee shall be deemed to have become disabled when the Company, upon
the advice of a qualified physician, shall have determined that the
Employee has become physically or mentally incapable (excluding infrequent
and temporary absences due to ordinary illness) of performing his duties
under this Agreement. In the event of a termination pursuant to this
paragraph (b), the Company shall be relieved of all its obligations under
this Agreement, except that the Company shall pay to the Employee (or his
estate in the event of his subsequent death) the Employee's base salary
under Section 4 through the date on which such termination shall have
occurred, reduced during such period by the amount of any benefits
received under any disability policy maintained by the Company. All such
payments to the Employee or his estate shall be made in the same manner
and at the same times as they would have been paid to the Employee had he
not become disabled.
(c) DISCHARGE FOR CAUSE. Prior to the end of the term of this
Agreement, the Company may discharge the Employee for Cause and terminate
this Agreement. In such case this Agreement shall automatically terminate
and the Company shall have no further obligation to the Employee or his
estate other than to pay to the Employee (or his estate in the event of
his subsequent death) that portion of the Employee's salary accrued
through the date of termination. For purposes of this Agreement, the
Company shall have "Cause" to discharge the Employee or terminate the
Employee's employment hereunder upon (i) the Employee's commission of any
felony or any other crime involving moral turpitude, (ii) the Employee's
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failure or refusal to perform all of his duties, obligations and
agreements herein contained or imposed by law, including his fiduciary
duties, to the reasonable satisfaction of the Company, and the continuance
of such failure after reasonable notice from the Company, (iii) the
Employee's commission of acts amounting to gross negligence or willful
misconduct to the material detriment of the Company, or (iv) the
Employee's breach of any provision of this Agreement or uniformly applied
provisions of the Company's employee handbook.
(d) DISCHARGE WITHOUT CAUSE. Prior to the end of the term of this
Agreement, the Company may discharge the Employee without Cause (as
defined in paragraph (c) above) and terminate this Agreement. In such case
this Agreement shall automatically terminate and the Company shall have no
further obligation to the Employee or his estate other than to pay to the
Employee or his estate in the event of his subsequent death the Employee's
base salary under Section 4, and to continue to include the Employee in
any group health and hospitalization insurance program on the same terms
as other employees of the Company, through the date of termination and
thereafter for a period ending on the later to occur of (i) the first
anniversary of the date of discharge or (ii) the second anniversary of the
date of this Agreement (but in no event past the expiration of the term
specified in Section 1). All such payments to the Employee or his estate
shall be made in the same manner and at the same times as they would have
been paid to the Employee had he not been so discharged.
8. RESTRICTIVE COVENANTS. If the employment of the Employee is
terminated for any reason (including voluntary resignation), then the Employee
agrees that for a period of two (2) years thereafter, he will not, directly or
indirectly:
(i) alone or for his own account, or as a partner, member,
employee, advisor, or agent of any partnership or joint venture, or as a
trustee, officer, director, shareholder, employee, advisor, or agent of
any corporation, trust, or other business organization or entity,
encourage, support, finance, be engaged in, interested in, or concerned
with any business having an office or being conducted within a radius of
fifty (50) miles of any funeral home or cemetery business owned or
operated by the Company or any of its subsidiaries at the time of such
termination, which business is directly or indirectly in competition with
the business of the Company or any such subsidiary;
(ii) induce or assist anyone in inducing in any way any employee of
the Company or any of its subsidiaries to resign or sever his or her
employment or to breach an employment contract with the Company or any
such subsidiary; or
(iii) own, manage, advise, encourage, support, finance, operate,
join, control, or participate in the ownership, management, operation, or
control of or be connected in any manner with any business which is or may
be in the funeral, mortuary, crematory, cemetery or burial insurance
business or in any business related thereto within a radius of fifty (50)
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miles of any funeral home or cemetery business owned or operated by the
Company or any of its subsidiaries at the time of such termination.
The foregoing covenants shall not be held invalid or unenforceable because
of the scope of the territory or actions subject hereto or restricted hereby, or
the period of time within which such covenants respectively are operative, but
the maximum territory, the action subject to such covenants and the period of
time they are enforceable are subject to any determination by a final judgment
of any court which has jurisdiction over the parties and subject matter.
9. CONFIDENTIAL INFORMATION. The Employee acknowledges that in the
course of his employment by the Company he will receive certain trade secrets,
lists of customers, management methods, operating techniques, prospective
acquisitions, employee lists, training manuals and procedures, personnel
evaluation procedures, financial reports and other confidential information and
knowledge concerning the business of the Company and its affiliates (hereinafter
collectively referred to as "Information") which the Company desires to protect.
The Employee understands that the Information is confidential and he agrees not
to reveal the Information to anyone outside the Company so long as the
confidential or secret nature of the Information shall continue. The Employee
further agrees that he will at no time use the Information in competing with the
Company. Upon termination of this Agreement, the Employee shall surrender to the
Company all papers, documents, writings and other property produced by his or
coming into his possession by or through his employment or relating to the
Information and the Employee agrees that all such materials will at all times
remain the property of the Company. The Employee further agrees to maintain as
confidential, and to not disclose to any other person (including other employees
of the Company), the terms of this Agreement (including the compensation and
benefits described in Sections 4 and 5), except that such terms may be disclosed
to the Company's payroll clerk responsible for paying the Employee's
compensation, appropriate taxing authorities, and otherwise as authorized by the
Company. The Employee acknowledges that a remedy at law for any breach or
attempted breach of the foregoing provisions of this Section 9 or under Section
8 above will be inadequate, and agrees that the Company shall be entitled to
specific performance and injunctive and other equitable relief in case of any
such breach or attempted breach.
10 NOTICES. All notices, requests, consents and other communications
under this Agreement shall be in writing and shall be deemed to have been
delivered on the date personally delivered or three business days after the date
mailed, postage prepaid, by certified mail, return receipt requested, or when
sent by telex or telecopy and receipt is confirmed, if addressed to the
respective parties as follows:
If to the Employee: Xx. Xxxx Xxxxxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
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If to the Company: Carriage Services, Inc.
0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: President
Either party hereto may designate a different address by providing written
notice of such new address to the other party hereto.
11 SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such provision or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
12 ASSIGNMENT. This Agreement may not be assigned by the Employee.
Neither the Employee nor his estate shall have any right to commute, encumber or
dispose of any right to receive payments hereunder, it being agreed that such
payments and the right thereto are nonassignable and nontransferable.
13 BINDING EFFECT. Subject to the provisions of Section 12 of this
Agreement, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, the Employee's heirs and personal representatives, and the
successors and assigns of the Company.
14 CAPTIONS. The section and paragraph headings in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
15 COMPLETE AGREEMENT. This Agreement represents the entire
agreement between the parties concerning the subject hereof and supersedes all
prior agreements and arrangements between the parties concerning the subject
thereof.
16 GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Texas.
17 COUNTERPARTS. This Agreement may be executed in multiple original
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
18 PRIOR EMPLOYMENT AGREEMENTS. The Employee represents that by the
time of his commencement of employment hereunder, he will have fulfilled the
terms of all preexisting employment, noncompetition and confidentiality
agreements, and that his execution, delivery and performance of this Agreement
does not and will not interfere or conflict with any such preexisting agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first above written.
CARRIAGE SERVICES, INC.
By:
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Xxxxxx X. Xxxxx, CEO
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XXXX XXXXXXXXX
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