AMENDMENT NO. 4
TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 4 to Change of Control Agreement is made as of the
25th day of July, 2000, by and between Stewart Enterprises, Inc., a
Louisiana corporation (the "Company"), and Lawrence B. Hawkins (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into a Change of Control Agreement
with the Employee dated as of December 5, 1995 as amended by Amendment No.
1 to Change of Control Agreement dated as of January 1, 1997, Amendment No.
2 to Change of Control Agreement dated as of November 1, 1998, and
Amendment No. 3 to Change of Control Agreement dated as of September 21,
1999 (as amended, the "Change of Control Agreement"); and
WHEREAS, the Company and the Employee have agreed to a change in the
Employee's bonus.
NOW THEREFORE, the Company and the Employee agree as follows:
SECTION 1. Except as expressly amended herein, all of the terms and
provisions of the Change of Control Agreement shall remain in full force
and effect.
SECTION 2. Article I, Section 1.1 of the Change of Control Agreement
is hereby amended to read in its entirety as follows:
1.1 EMPLOYMENT AGREEMENT. After a Change of Control
(defined below), this Agreement supersedes the Employment
Agreement dated as of August 1, 1995 as amended by Amendment No.
1 dated as of January 1, 1997, Amendment No. 2 dated as of
October 31, 1998, Amendment No. 3 dated as of September 21, 1999,
and Amendment No. 4 dated as of July 25, 2000, between Employee
and the Company (as amended, the "Employment Agreement") except
to the extent that certain provisions of the Employment Agreement
are expressly incorporated by reference herein. After a Change
of Control (defined below), the definitions in this Agreement
supersede definitions in the Employment Agreement, but
capitalized terms not defined in this Agreement have the meanings
given to them in the Employment Agreement.
SECTION 3. Article II, Section 2.2, paragraph (b) of the Change of
Control Agreement is hereby amended to read in its entirety as follows:
(b) BONUS. An annual incentive bonus (the "Bonus") of
$265,000, to the extent not already received, shall be paid in
cash (1) no later than November 30 of each year or (2) if the
Employee elects to receive the Bonus in the calendar year
following the year in which it was earned, between January 1 and
January 15 of such following year.
SECTION 4. Article III, Section 3.2 of the Change of Control
Agreement is hereby amended to read in its entirety as follows:
3.2 NOTICES. All notices hereunder must be in writing
and shall be deemed to have given upon receipt of delivery by:
(a) hand (against a receipt therefor), (b) certified or
registered mail, postage prepaid, return receipt requested, (c) a
nationally recognized overnight courier service (against a
receipt therefor) or (d) telecopy transmission with confirmation
of receipt. All such notices must be addressed as follows:
If to the Company, to:
Stewart Enterprises, Inc.
110 Veterans Memorial Boulevard
Metairie, Louisiana 70005
Attn: Chief Executive Officer
If to the Employee, to:
Lawrence B. Hawkins
4414 Wildwood
Dallas, Texas 75209
or such other address as to which any party hereto may have notified
the other in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and signed as of the date indicated above.
STEWART ENTERPRISES, INC.
By:/s/ James W. McFarland
---------------------------------
James W. McFarland
Compensation Committee Chairman
EMPLOYEE:
/s/ Lawrence B. Hawkins
---------------------------------
Lawrence B. Hawkins
