AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement is made as of the 25th
day of July, 2000, by and between Stewart Enterprises, Inc., a Louisiana
corporation (the "Company"), and Brian J. Marlowe (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into an Employment Agreement with the
Employee dated as of August 1, 1995 as amended by Amendment No. 1 dated as
of October 31, 1998 (as amended, the "Employment Agreement");
WHEREAS, the Employee has agreed to serve as the Company's Executive
Vice President and Chief Operating Officer; and
WHEREAS, the Company and the Employee have agreed to certain changes
in the terms of Employee's employment, as set forth herein.
NOW THEREFORE, the Company and the Employee agree as follows effective
December 6, 1999:
SECTION 1. Except as expressly amended herein, all of the terms and
provisions of the Employment Agreement shall remain in full force and
effect.
SECTION 2. The second paragraph of Article I, Section 1 of the
Employment Agreement is hereby amended in its entirety as follows:
CAPACITY AND DUTIES OF EMPLOYEE. (a) The Employee is
employed by the Company to render services on behalf of the Company as
Executive Vice President and Chief Operating Officer. As the
Executive Vice President and Chief Operating Officer, the Employee
shall perform such duties as are assigned to the individual holding
such title by the Company's Bylaws and such other duties, consistent
with the Employee's job title, as may be prescribed from time to time
by the Board of Directors of the Company (the "Board") and/or the
Company's Chief Executive Officer.
(b) The Employee shall make himself available to attend
meetings of the Board whether or not he is serving as a member of the
Board at the time of such meeting. The Company will consider inviting
the Employee to serve as a member of the Board after he has completed
one year of service as Executive Vice President and Chief Operating
Officer, but will not be obligated to do so.
SECTION 3. Article 1, Section 3 of the Employment Agreement is hereby
amended in its entirety as follows:
3. DEVOTION TO RESPONSIBILITIES.
(a) During the Employment Term, the Employee shall devote
all of his business time to the business of the Company, shall use his
reasonable best efforts to perform faithfully and efficiently his
duties under this Agreement, and shall not engage in or be employed by
any other business; provided, however, that nothing contained herein
shall prohibit the Employee from (a) serving as a member of the board
of directors, board of trustees or the like of any for-profit or non-
profit entity that does not compete with the Company, or performing
services of any type for any civic or community entity, whether or not
the Employee receives compensation therefor, (b) investing his assets
in such form or manner as shall require no more than nominal services
on the part of the Employee in the operation of the business of the
entity in which such investment is made, or (c) serving in various
capacities with, and attending meetings of, industry or trade groups
and associations, as long as the Employee's engaging in any activities
permitted by virtue of clauses (a), (b) and (c) above does not
materially and unreasonably interfere with the ability of the Employee
to perform the services and discharge the responsibilities required of
him under this Agreement. Notwithstanding clause (b) above, during
the Employment Term, the Employee may not beneficially own more than
2% of the equity interests of a business organization required to file
periodic reports with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") and may not
beneficially own more than 2% of the equity interests of a business
organization that competes with the Company. For purposes of this
paragraph, "beneficially own" shall have the same meaning ascribed to
that term in Rule 13d-3 under the Exchange Act.
(b) If, in the good faith judgment of the Chief Executive
Officer, the Employee's performance is adversely affected by
maintaining his primary residence outside of the New Orleans,
Louisiana metropolitan area, Employee will address and correct any
such adverse effects within 30 days following receipt of notice
thereof from the Chief Executive Officer. If, at the end of the 30-
day period, the Chief Executive Officer believes that the corrective
measures taken have not sufficiently cured such adverse effects, he
may provide notice to the Employee in accordance with Article VI
Section 2 of this Agreement that the Employee must establish his
primary residence in the New Orleans, Louisiana metropolitan area
within 60 days. If the Employee does not comply with such notice, the
Company may elect, by written notice to the Employee, to treat the
Employee's non-compliance as a voluntary resignation by the Employee
pursuant to Article III, Section 6 of this Agreement.
SECTION 4. Article II, Section 1 of the Employment Agreement is
hereby amended to read in its entirety as follows:
1. SALARY. Effective December 6, 1999, a salary ("Base Salary")
at the rate of $355,000 per fiscal year of the Company ("Fiscal
Year"), payable to the Employee at such intervals as other salaried
employees of the Company are paid.
SECTION 5. Article II, Section 2 of the Employment Agreement is
hereby amended to read in its entirety as follows:
2. BONUS. (a) For fiscal years beginning November 1, 1999, the
Employee shall be eligible to receive an annual incentive bonus (the
"Bonus") of up to $375,000 per Fiscal Year. The Bonus will be awarded
based upon factors to be established annually and set forth in an
annual supplement to this Agreement.
(b) The Bonus shall be paid in cash not later than 30 days
following the filing of the Company's annual report on Form 10-K for
the Fiscal Year in which the Bonus has been earned.
SECTION 6. Article II, Section 5 of the Employment Agreement is
hereby amended to read in its entirety as follows:
5. EXPENSES. (a) The Employee shall be reimbursed for
reasonable out-of-pocket expenses incurred from time to time on behalf
of the Company or any subsidiary in the performance of his duties
under this Agreement, upon the presentation of such supporting
invoices, documents and forms as the Company reasonably requests.
(b) The Employee shall be reimbursed, up to a maximum of
$200,000 in the aggregate, for any loss on the sale of his Virginia
residence and moving and similar expenses incurred in connection with
the Employee's relocation to New Orleans, upon the presentation of
such supporting invoices, documents and forms as the Company
reasonably requests.
(c) The Company shall have no obligation to reimburse the
Employee for any expenses associated with or related to maintaining a
second residence.
SECTION 7. Article III, Section 3 of the Employment Agreement is
hereby amended to read in its entirety as follows:
3. CAUSE. The Company may terminate the Employee's status as an
employee for Cause. As used herein, termination by the Company of the
Employee's status as an employee for "Cause" shall mean termination as
a result of the Employee's breach of this Agreement or the willful
engaging by the Employee in gross misconduct injurious to the Company,
which in either case is not remedied within 10 days after the Company
provides written notice to the Employee of such breach or willful
misconduct.
SECTION 8. Article III, Section 4, paragraph (a) of the Employment
Agreement is hereby amended to read in its entirety as follows:
(a) The occurrence of any of the following during the Employment
Term:
(i) the assignment by the Board to the Employee of any
duties or responsibilities that are inconsistent with the Employee's
status, title and position as Executive Vice President and Chief
Operating Officer;
(ii) any removal of the Employee from, or any failure to
reappoint or reelect the Employee to, the position of Executive Vice
President and Chief Operating Officer of the Company, except in
connection with a termination of Employee's status as an employee as
permitted by this Agreement;
(iii) the Company's requiring the Employee to be based
anywhere other than in the New Orleans, Louisiana or Washington, D.C.
metropolitan areas, except for required travel in the ordinary course
of the Company's business;
SECTION 9. Article VI, Section 2 of the Employment Agreement is
hereby amended to read in its entirety as follows:
2. NOTICES. All notices hereunder must be in writing and shall
be deemed to have been 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:
Brian J. Marlowe
1015 Basil Road
McLean, VA 22101
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
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James W. McFarland
Compensation Committee Chairman
EMPLOYEE:
/s/ Brian J. Marlowe
-----------------------------------
Brian J. Marlowe
