<PAGE>
EXHIBIT 10.20
[LOGO OF ROSEHILLS COMPANY]
[LETTERHEAD OF ROSEHILLS COMPANY]
March 1, 2000
Mr. Dennis C. Poulsen
2053 Vallecito Drive
Hacienda Heights, CA 91745
Dear Dennis:
We are pleased to re-establish your employment relationship with Rose
Hills Company (the "Company") and offer you employment with the Company
effective as of the date hereof. While employed hereunder you will continue to
hold the title of Chairman of the Board of Directors and you shall have such
duties and authority as shall be determined from time to time by the Board of
Directors of the Company.
You agree that during the course of your employment with the Company,
you will devote an appropriate amount of time to the business and affairs of the
Company. The Company will reimburse you for all reasonable travel and other
related expenses incurred by you during the term of your employment in
connection with your performance of services pursuant to this letter agreement.
Subject to your continued employment with the Company, you will
receive a base salary at the rate of $120,000 per annum (the "Base Salary"),
payable in accordance with the Company's standard payroll practices and
procedures and you may participate in the employee benefit plans maintained by
the Company generally for the benefit of its other senior executives to the
extent you are eligible pursuant to the terms of such employee benefit plans.
In addition, the Company shall provide you a leased automobile, an office, an
office assistant, communications and data processing devices and other
miscellaneous support, each consistent with past practice.
We and you hereby acknowledge that your employment with the Company
will be on an "at will" basis and your employment may be terminated by you or
the Company at any time for any reason without further obligation of any party
hereunder; provided that (i) you agree to give the Company at least 60 days
advance written notice of any resignation of your employment and (ii) if your
employment with the Company is terminated by the Company without Cause (as
defined below) (other than due to your death), the Company agrees to give you at
least 24 months advance written notice (the "Notice Period"); provided, however,
that the Company may terminate your employment without Cause without providing
you with the Notice Period if, in lieu of the Notice Period, the Company
continues to pay your Base Salary for a period equal to the excess of (A) 24
months over (B) the actual notice period, if any, provided by
<PAGE>
Mr. Dennis C. Poulsen March 1, 2000
Page 2
the Company; provided further, that a resignation by you within [three] months
following a Change in Control (as defined in the Rose Hills Company Phantom
Equity Appreciation Plan) shall be deemed to be a termination by the Company
without Cause.
For purposes of this letter agreement, "Cause" shall mean (i) your
continued failure substantially to perform your duties hereunder (x) (other than
as a result of total or partial incapacity due to physical or mental illness)
for a period of 10 days following written notice by the Company to you of such
failure or (y) due to your physical or mental incapacity for a period of three
consecutive months or six months in any eighteen month period, (ii) dishonesty
in the performance of your duties hereunder, (iii) an act or acts on your part
constituting (x) a felony under the laws of the United States or any state
thereof or (y) a misdemeanor involving moral turpitude or (iv) you willful
malfeasance or willful misconduct in connection with your duties hereunder or
any act or omission which is materially injurious to the financial condition or
business reputation of the Company or any of its subsidiaries or affiliates.
You agree that you will not at any time (whether during or after your
employment with the Company) disclose or use for your own benefit or purposes or
the benefit or purposes of any other person, firm, partnership, joint venture,
association, corporation or other business organization, entity or enterprise
other than the Company and any of its subsidiaries or affiliates, any trade
secrets, information, data, or other confidential information relating to
customers, development programs, costs, marketing, trading, investment, sales
activities, promotion, credit and financial data, manufacturing processes,
financing methods, plans, or the business and affairs of the Company generally,
or of any subsidiary or affiliate of the Company, provided that the foregoing
--------
shall not apply to information which is not unique to the Company or which is
generally known to the industry or the public other than as a result of your
breach of this covenant.
You agree that you will not, during your employment during any period
in which you are receiving severance following your termination of employment,
enter the employ of, or render any services to any person or entity that
competes with the business of the Company or its affiliates (including, without
limitation, businesses which the Company or its affiliates have specific plans
to conduct in the future and as to which you are aware of such planning) (a
"Competitive Business") or acquire a financial interest in any Competitive
Business, directly or indirectly, as an individual, partner, shareholder,
member, officer, employee, director, principal, agent, trustee or consultant;
provided, however, that you may, directly or indirectly own 5% or less of any
class of securities of any person engaged in a Competitive Business which is
publicly traded on a national or regional stock exchange or on the over-the-
counter market.
You represent and warrant that your execution of this letter
agreement, and your performance of your obligations hereunder will not conflict
with, violate or otherwise be inconsistent with any other contractual
obligation, or, or to the best of your knowledge, any other obligation, that
would prohibit you from entering into or performing any of such obligations.
The provisions of this paragraph shall survive any termination of this letter
agreement.
All amounts paid hereunder are subject to applicable withholding
taxes.
<PAGE>
Mr. Dennis C. Poulsen March 1, 2000
Page 3
This letter agreement contains the entire understanding between you
and the Company with respect to services to be rendered by you and supercedes
all prior agreements and understandings (including verbal agreements) between
you and the Company and/or its affiliates regarding the terms and conditions of
your employment or consultancy with the Company and/or its affiliates. This
letter agreement may not be altered, amended or modified in any way except by a
writing signed by all parties.
This letter agreement shall not be assignable by you but may be
assigned by the Company to a company which is a successor in interest to
substantially all of the business operations of the Company.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of California, without regard to conflicts of laws
principles thereof. This letter agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
Our respective signatures below indicate our mutual assent to the
terms of this letter agreement.
Very truly yours,
Rose Hills Company
By: Dillis R. Ward
------------------------------
Title: President and CEO
---------------------------
Signature: /S/ Dillis R. Ward
-----------------------
Agreed to and accepted:
/S/ Dennis C. Poulsen
---------------------------
Dennis C. Poulsen
