exv10w19



 






Exhibit 10.19




EMPLOYMENT AGREEMENT




     THIS
AGREEMENT, dated September 11, 2006, is between CARRIAGE
SERVICES, INC., a Delaware
corporation (the “Company”), and J. BRADLEY GREEN, a resident of Harris County, Texas (the
“Employee”).



     1. Employment
Term. The Company hereby employs the Employee for a term commencing effective as of October 9, 2006 and, subject to earlier termination as provided in
Section 7 hereof, continuing until September 30, 2009 (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 the Chief Financial Officer of the Company. The Employee
shall perform the professional, management and administrative duties of Vice President of Human
Resources and General Counsel of the Company. The Employee shall also serve as Vice President and
Assistant Secretary 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 Chief Financial
Officer 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 $15,000.00 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 salary and benefits will be reviewed annually, but any change therein shall remain in
the sole discretion of the Company. 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:




     (i) Consideration for an annual performance-based bonus within the sole discretion of
the Company, as may be recommended by the Chief Financial Officer and




 









 









approved by the Company’s Chief Executive Officer, with a maximum bonus target of 30% of
base salary.




     (ii) A one-time inducement bonus in the amount of $20,000, payable in four
installments of $5,000 each (in each instance, less applicable withholdings), payable on
the first regular payroll date after commencement of employment and continuing on each
payroll date thereafter until paid in full.




     (iii)
An Award of 20,000 shares of the Company’s Restricted Stock as of the first day
of employment, within the meaning of and subject to the terms and conditions of the
Company’s 2006 Long Term Incentive Plan (“2006 Plan”) and the related Award Agreement to
entered into between the Company and the Employee evidencing such Award; provided that
such Award shall vest at the rate of 5,000 shares on each of the first through fourth
anniversaries of the date of Award.




     (iv) Eligibility for consideration of future Awards of Restricted Stock or other
incentive-based compensation under the terms of the 2006 Plan or one or more of the
Company’s other incentive plans, as the Chief Executive Officer in his sole discretion may
determine and subject to approval of the Company’s Compensation Committee.




     (v) Three weeks of paid vacation in each calendar year, subject to the Company’s
personnel policies respecting such matters.




     (vi) Participation in the Company’s group health and hospitalization program, and
inclusion in such other employee benefits, as are available generally to executive-level
employees of the Company.



     6. Certain
Additional Matters. The Employee agrees that at all times during the
term of this Agreement and for a period of two years following any cessation of employment with
the Company:




     (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.



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     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.




     (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 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, (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 or other personnel policies, including without limitation, its
Code of Business Conduct and Ethics.




     (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




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the Company shall have no further obligation to the Employee or his estate, except that the
Company shall continue to pay to the Employee (or his estate in the event of his subsequent
death) the Employee’s base salary under Section 4 for a period of twelve months following
the date of discharge. In addition, if following the date of such discharge, the Employee
becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act (COBRA) and properly elects such coverage, the Company shall reimburse
the Employee or pay on his behalf the amount of the premiums under COBRA for the Company’s
group health and hospitalization insurance coverage which the Employee had in effect as of
the date of discharge, for so long during such 12-month period as he remains eligible for
COBRA coverage. All such payments and benefits 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 discharged.



     8. Restrictive Covenants. The Employee acknowledges that in the course of his
employment with the Company as a member of the Company’s senior executive and management team, he
will have access to confidential and proprietary business information of the Company and its
affiliates, and will develop through such employment business systems, methods of doing business,
and contacts within the death care industry, all of which will help to identify him with the
business and goodwill of the Company. Consequently, it is important that the Company protect its
interests in regard to such matters from unfair competition. The parties therefore agree that for
so long as the Employee shall remain employed by the Company and, if the employment of the
Employee ceases for any reason (including voluntary resignation), then for a period of two (2)
years thereafter, the Employee shall not, directly or indirectly:




     (i) alone or for his own account, or as a officer, director, shareholder, partner,
member, trustee, employee, consultant, advisor, agent or any other capacity of any
corporation, partnership, joint venture, trust, or other business organization or entity,
encourage, support, finance, be engaged in, interested in, or concerned with (x) any of
the companies and entities described on Schedule I hereto, except to the extent that any
activities in connection therewith are confined exclusively outside the Continental United
States, or (y) any other business within the death care industry having an office or being
conducted within a radius of fifty (50) miles of any funeral home, cemetery or other death
care business owned or operated by the Company or any of its subsidiaries at the time of
such termination;




     (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 (x) as part of any of the
companies or entities listed on Schedule I, or (y) otherwise within a radius of fifty (50)
miles of any funeral home, cemetery or other death care business owned or operated by the
Company or any of its subsidiaries at the time of such termination.



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     Notwithstanding the foregoing, the above covenants shall in no event prohibit the passive
ownership of not more than one percent (1%) of the outstanding voting securities of any entity
within the death care industry. In addition, the foregoing shall not be construed as restricting
the right of the Employee to engage in the practice of law after termination of employment that
would cause the Employee to violate Rule 5.06 of the Texas Disciplinary Rules of Professional
Conduct, it being acknowledged, however, that as a result of the Employee’s having access to
confidential and privileged information of the Company and its subsidiaries during the course of
employment, the Employee will be presumed to have a conflict of interest preventing him from
providing legal services to any of the companies or entities listed on Schedule I for at least
the duration of the covenants described in this Section 8.



     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; Copyrightable Material. The Employee acknowledges
that in the course of his employment by the Company he will receive certain trade secrets,
management methods, financial and accounting data (including but not limited to reports, studies,
analyses, spreadsheets and other materials and information), operating techniques, prospective
acquisitions, employee lists, training manuals and procedures, personnel evaluation procedures,
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 acknowledges that all materials and other copyrightable works and subject matter
(regardless of whether or not constituting “Information”) produced by the Employee within the scope
of his employment (regardless of whether or not denoted as copyrighted material) shall be deemed
“works made for hire” and shall be owned by and proprietary to the Company and may not be used or
reproduced in whole or in part without the Company’s prior written consent.



     10. Remedies. The parties recognize that the services to be rendered under this Agreement
by the Employee are special, unique, and of extraordinary character, and that in the event of
the breach by the Employee of the covenants contained in Section 8 or Section 9 hereof, the
Company may suffer irreparable harm as a result. The parties therefore agree that, in the event
of any breach or threatened breach of any of such covenants, the Company shall be entitled to
specific performance or injunctive relief, or both, and may, in addition to and not in lieu of
any claim or proceeding for damages, institute and prosecute proceedings in any court of
competent jurisdiction to




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enforce through injunctive relief such covenants. In addition, the Company may, if it so elects,
suspend (if applicable) any payments due under this Agreement pending any such breach and offset
against any future payments the amount of the Company’s damages arising from any such breach. The
Employee agrees to waive and hereby waives any requirement for the Company to secure any bond in
connection with the obtaining of such injunction or other equitable relief.




     11. 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:	 	Mr. J. Bradley Green
	 
	 	 	 	3032 Del Monte
	 
	 	 	 	Houston, TX 77019
	 
	 	 	 	 
	 
	 	If to the Company:	 	Carriage Services, Inc.
	 
	 	 	 	3040 Post Oak Blvd, Suite 300
	 
	 	 	 	Houston, Texas 77056
	 
	 	 	 	Attn: Chief Financial Officer





Either party hereto may designate a different address by providing written notice of such new
address to the other party hereto.




     12. 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.



     13. 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.



     14. Binding
Effect. Subject to the provisions of Section 13 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.



     15. 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.



     16. 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.



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     17. Governing
Law; Venue. A substantial portion of the Employee’s duties under this
Agreement shall be performed at the Company’s corporate headquarters in Houston, Texas, and this
Agreement has been substantially negotiated and is being executed and delivered in the State of
Texas. This Agreement shall be construed and enforced in accordance with and governed by the laws
of the State of Texas. Any suit, claim or proceeding arising under or in connection with this
Agreement or the employment relationship evidenced hereby must be brought, if at all, in a state
district court in Harris County, Texas or federal district court in the Southern District of Texas,
Houston Division. Each party submits to the jurisdiction of such courts and agrees not to raise any
objection to such jurisdiction.



     18. 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.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year
first above written.



	 	 	 	 	 	 	 
	 	 	CARRIAGE SERVICES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joseph Saporito	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	JOSEPH SAPORITO, Executive Vice President	 	 
	 

	 	 	 	and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ J. Bradley Green
	 	 	 
	 

	 	J. BRADLEY GREEN
	 	 	 	 







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SCHEDULE I

TO

EMPLOYMENT AGREEMENT

(J. BRADLEY GREEN)





	1.	 	The following entities, together with all Affiliates thereof:




Service Corporation International

Alderwoods Group, Inc.

Stewart Enterprises, Inc.

Keystone Group Holdings, Inc.

Meridian Mortuary Group, Inc.

StoneMor Partners LP

Hamilton Group, Inc.

Century Group

Saber Group

Thomas Pierce & Co.





	 	 	For purposes of the foregoing, an “Affiliate” of an entity is a person that directly or
indirectly controls, is under the control of or is under common control with such entity.
	 
	2.	 	Any new entity which may hereafter be established which
acquires any combination of ten or
more funeral homes and/or cemeteries from any of the entities described in 1 above.
	 
	3.	 	Any funeral home, cemetery or other death care enterprise which is managed by any entity
described in 1 or 2 above.