0001016281-13-000089 Sample Contracts

RESTRICTED STOCK AGREEMENT UNDER CARRIAGE SERVICES, INC. SECOND AMENDED AND RESTATED
Restricted Stock Agreement • August 8th, 2013 • Carriage Services Inc • Services-personal services • Delaware

THIS RESTRICTED STOCK AGREEMENT (this "Agreement"), between the Participant whose name and address appears on the signature page hereto (the "Participant"), and CARRIAGE SERVICES, INC., a Delaware corporation (the "Company"), pursuant to the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan (the "Plan"). Capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to them in the Plan.

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INCENTIVE STOCK OPTION AGREEMENT UNDER CARRIAGE SERVICES, INC. SECOND AMENDED AND RESTATED
Incentive Stock Option Agreement • August 8th, 2013 • Carriage Services Inc • Services-personal services

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) evidences the grant by CARRIAGE SERVICES, INC., a Delaware corporation (the “Company”), of an option (the “Option”) to purchase the number of shares of common stock, $.01 par value (“Common Stock”), of the Company specified below, to the Participant whose name appears below and who has evidenced his or her acceptance hereof by signing at the bottom of this Agreement. The Option is intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code, although the Company makes no representation or guarantee that the Option will qualify as an incentive stock option. The term of the Option shall be for the number of years indicated below, commencing on the date of grant set forth below opposite the Company's signature (the “Grant Date”), and for the number of shares and at the exercise price shown below, subject to adjustment as provided in Section 4.2 of the Carriage Services, Inc. Second Amended

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