vikiblinderman-releasean






RELEASE AND SEPARATION AGREEMENT  This RELEASE AND SEPARATION AGREEMENT (the "Agreement") is made and  entered into by Viki K. Blinderman ("Employee") and Carriage Services, Inc., its past, present and  future subsidiaries, parents, and affiliates and their respective past, present, and future employees,  officers, directors, agents and insurers (hereinafter collectively referred to as the "Company").  WHEREAS, Employee and Company entered into an Employment Agreement dated  November 5, 2019 (hereinafter referred to as the "Employment Agreement");  WHEREAS, Employee has advised Company of her intent to resign her employment,  effective as of March 31, 2021 (the "Separation Date"), and terminate the Employment Agreement  concurrently; and  WHEREAS, both Employee and Company wish to settle any and all issues and potential  issues which relate, or may relate to, Employee's employment with, and departure from, the  Company, including but not limited to, those arising under the Employment Agreement.  NOW, THEREFORE, Company and Employee agree as follows, in consideration of the  mutual covenants and obligations contained herein, and intending to be legally held bound:  1. EMPLOYEE'S RESIGNATION. Employee hereby irrevocably resigns her  employment and will cease to be employed by the Company effective as of the Separation Date.  In addition, Employee hereby resigns her positions as Senior Vice President, Chief Accounting  Officer, Principal Financial Officer, and Secretary for Carriage Services, Inc. and any Officer or  Director position Employee may hold for the Company's subsidiaries and affiliates, in each case  as of the Separation Date, or earlier if effectuated by a separate action. As of the Separation Date,  Employee specifically waives all rights to any additional bonus and/or awards, vesting or payment  under the Company's 2017 Omnibus Incentive Plan, the First Amended and Restated 2006  Long-Term Incentive Plan, or any other current or past plan or policy of the Company, except as  may otherwise be expressly set out in this Agreement. As of the Separation Date, all of  Employee's rights under the Employment Agreement are terminated and Employee hereby waives  any and all such rights she may have had under the Employment Agreement prior to the Separation  Date.  2. CONSIDERATION. In consideration for the releases and other covenants set  forth in this Agreement, after this Agreement becomes effective, the Company agrees to provide  Employee the following:  a. Company will continue to pay Employee's base salary at the biweekly rate  of Twelve Thousand Three Hundred Seven Dollars and Sixty-Nine Cents, ($12,307.69) for  twenty-four (24) months following the Separation Date (the "Continued Salary"). The  Continued Salary shall total $640,000.00. The first payment will be paid on the first regular,  bi-weekly Company payroll date following the Separation Date. The Company shall have the  right to deduct from any payment of compensation to the Employee hereunder any federal, state  or local taxes required by law to be withheld with respect to such payments, and any other  amounts specifically authorized to be withheld or deducted by the Employee.  b. Company will pay Employee a lump sum amount of Two Hundred Fifty  Thousand Dollars and No Cents ($250,000.00) on or around February 19, 2021.  Page 1 o/6  Viki K. Blinderman Release & Separation Agreement 21212021  





 






c. If 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 the Employee's behalf, 100%  of applicable medical continuation premiums for the benefit of the Employee (and her covered  dependents as of the date of her Separation, if any) under the Employee's then-current plan  election, with such coverage to be provided under the closest comparable plan as offered by the  Company from time to time, for so long during the 18-month period following the Separation  Date as Employee remains eligible for, and elects, COBRA coverage.  d. Employee shall retain all vested equity awards. All unvested equity  awards will be cancelled as of the Separation Date and Employee shall have no rights or claims  with respect to any unvested equity awards, other than the following awards, which shall fully  vest on February 28, 2021:  Incentive Stock Option Grant Date: March 21, 2017 - 3,767 options  Incentive Stock Option Grant Date: February 14, 2018 - 3,000 options  Non-Qualified Stock Option Grant Date: March 21, 2017 - 3,213 options  Non-Qualified Stock Option Grant Date: February 14, 2018 - 3,000 options  Total Options: 12,980  e. If Employee dies at any time while the Company is paying consideration  pursuant to Section 2, the Company shall continue making the remaining payments under  Section 2 to the Employee's estate. Such payments 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 she  not died.  Employee acknowledges and agrees that the consideration outlined above constitutes fair  and adequate compensation for the promises and covenants of Employee set forth in this  Agreement.  3. EMPLOYEE'S RELEASE OF CLAIMS. For and in consideration of the  Consideration as described in Section 2 of this Agreement, Employee hereby irrevocably and  unconditionally releases, forever discharges, and covenants not to sue, or bring any other legal  action against the Company with respect to any and all claims and causes of action of any nature,  both past and present, known and unknown, foreseen and unforeseen, which Employee has, or  which could be asserted on her behalf by any other person or entity, resulting from or relating to  any act or omission of any kind occurring on or before the date of the execution of this  Agreement. Employee understands and agrees that this Release includes, but is not limited to,  the following:  a. All claims and causes of action arising under contract, tort or other  common law, including, without limitation, breach of contract, fraud, estoppel, misrepresentation,  express or implied duties of good faith and fair dealing, wrongful discharge, discrimination,  retaliation, harassment, negligence, gross negligence, false imprisonment, assault and battery,  conspiracy, intentional or negligent infliction of emotional distress, slander, libel, defamation,  refusal to perform an illegal act and invasion of privacy;  b. All claims and causes of action arising under any federal, state, or local  law, regulation, or ordinance, including without limitation, the Civil Rights Act of 1964, as  amended, the Americans With Disabilities Act, the Fair Labor Standards Act, the Family and  Medical Leave Act, the Employee Retirement Income Security Act, and relevant state laws, as well  Page2 of6  Viki K. Blinderman Release & Separation Agreement 21212021  





 






as any claims for wages, employee benefits, vacation pay, severance pay, pension or profit sharing  benefits, health or welfare benefits, bonus compensation, vesting of stock options, restricted stock,  commissions, deferred compensation or other remuneration, or employment benefits or  compensation;  c. All claims and causes of action for past or future loss of pay or benefits,  expenses, damages for pain and suffering, mental anguish or emotional distress damages,  liquidated damages, punitive damages, compensatory damages, attorney's fees, interest, court  costs, physical or mental injury, damage to reputation, and any other injury, loss, damage or  expense or any other legal or equitable remedy of any kind whatsoever; and  d. All claims and causes of action arising out of or in any way connected  with, directly or indirectly, Employee's employment with the Company, or any incident thereof,  including, without limitation, Employee's treatment by the Company; the terms and conditions  of the Employee's employment; and the separation of Employee's employment.  4. RETURN OF COMP ANY PROPERTY. Employee shall return, in good  working order, any and all property of the Company that is in her possession, custody or control on  or before March 31, 2021. Such property includes, but is not limited to, keys, cell phones,  software, calculators, equipment, credit cards, forms, files, manuals, correspondence, business  cards, personnel data, lists of or other information regarding customers, contacts and/or  employees, contracts, contract information, agreements, leases, plans, brochures, catalogues,  training materials, computer tapes and diskettes or other portable media. Employee shall be  permitted to retain one laptop following the Separation Date, after that laptop has been wiped  clean by the Company of all Company related software, applications, files and related items.  5. TAX ISSUES. The Company may withhold from any benefits and payments made  pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any  law or governmental regulation or ruling and all other normal employee deductions made with  respect to the Company's employees generally. All determinations required to be made under this  Section 5 shall be made by the Company.  6. NON-ADMISSION. Employee and Company agree that this Agreement and the  payment of money to Employee by the Company is not an admission by either party of any  violation of the other party's rights or of any violation of contract or statutory or common law.  7. NON-DISPARAGEMENT. Employee specifically covenants and agrees not to,  directly or indirectly, make, publish or communicate or cause to be made, published or  communicated, to anyone any remark, statement or comment, orally or in writing, criticizing or  disparaging the Company.  8. NON-COMPETITON AND NON-SOLICITATION. Employee hereby agrees  that for a period of two (2) years following the Separation Date, Employee shall not, directly or  indirectly,  (a) alone or for her own account, or as an 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, any business within the  deathcare industry having a funeral home, cemetery, crematory, or office within a radius of fifty  (50) miles of any funeral home, cemetery, or other deathcare business owned or operated by the  Company or any of its affiliates;  Page 3 of6  Viki K. Blinderman Release & Separation Agreement 21212021  





 






(b) induce or assist anyone in inducing in any way, any employee of the  Company or any of its affiliates that she had contact with during her employment or knew of by  virtue of her employment with the Company, to resign or sever his or her employment or to  breach an employment contract with the Company or any affiliate; or  (c) own, manage, advise, 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 within a radius of fifty (50) miles of any funeral home, cemetery, or  other deathcare business owned or operated by the Company or any of its affiliates.  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. Employee  acknowledges that these provisions were contained in her Employment Agreement and that the  consideration for these provisions includes consideration provided in connection with her  execution of the Employment Agreement and during her employment with the Company, in  addition to the additional consideration provided for in this Agreement. Employee agrees not to  challenge the enforceability of these restrictions for any reason, including that they are overly  broad or that she received insufficient consideration. Employee acknowledges the  enforceability of these restrictions and agrees to comply with them.  9. CONTINUING OBLIGATIONS. Employee acknowledges that in the course  of her employment with the Company she has obtained confidential and proprietary information  including, but not limited to, financial, accounting, business, product, customer and marketing  information, plans, lists, agreements, forecasts, trade secrets, management methods, operating  techniques, strategies, prospective acquisitions, reports, studies, analyses, this Agreement, and  other confidential information and knowledge concerning the business of the Company  (collectively "Confidential Information"). Employee acknowledges and agrees that she has a  continuing obligation to maintain the confidentiality of all such non-public information, even  after the Separation Date. Employee understands and acknowledges that the Employee's  obligations under this Agreement regarding Confidential Information begin immediately and  shall continue until the Confidential Information has become public knowledge other than as a  result of the Employee's breach of this Agreement or a breach by those acting in concert with the  Employee or on the Employee's behalf.  10. COOPERATION. Employee acknowledges and agrees that from and after the  Separation Date, she will cooperate fully with the Company, its officers, employees, agents,  affiliates and attorneys in the defense or prosecution of, or in preparation for the defense or  prosecution of any lawsuit, dispute, investigation or other legal proceedings ("Proceedings").  Employee further acknowledges and agrees that she will cooperate fully with the Company, its  officers, employees, agents, affiliates and attorneys on any matter related to Company business  ("Matters") that occurred during the period of Employee's employment or were otherwise  impacted by Employee's employment.  Such cooperation shall include providing true and accurate information or documents  concerning, or affidavits or testimony about, all or any matters at issue in any Proceedings/Matters  as shall from time to time be requested by the Company, and shall be with the knowledge of  Employee. Such cooperation shall be provided by Employee without remuneration, but Employee  shall be entitled to reimbursement for all reasonable and appropriate out of pocket expenses  Page 4 of6  Viki K. Blinderman Release & Separation Agreement 21212021  





 






incurred by her in so cooperating, including, by way of example and not by way of limitation,  airplane fares, hotel accommodations, meal charges and other similar expenses to attend  Proceedings/Matters outside of the city of Employee's residence. The reasonable fees and  expenses of Employee shall be reimbursed by the Company on a regular, periodic basis upon  presentation by Employee of a statement and receipts in accordance with the Company's customary  practices and policies; provided, however, that such reimbursement will be paid no later than  December 31st of the calendar year following the calendar year in which Employee incurred the  expense. In the event Employee is asked by a third party to provide information regarding the  Company, or is called other than by the Company to testify in any Proceeding/Matter related to the  Company, she will notify the Company as soon as possible in order to give the Company a  reasonable opportunity to respond and/or participate in such Proceeding/Matter.  11. REMEDIES. In the event of a breach or threatened breach by the Employee of any  of the provisions of this Agreement, the Employee hereby consents and agrees that the Company  shall be entitled to seek, in addition to all other available remedies, a temporary restraining order, a  temporary or permanent injunction or other equitable relief against such breach or threatened breach  from any court of competent jurisdiction, without the necessity of showing any actual damages or  that money damages would not afford an adequate remedy. Any equitable relief shall be in  addition to, not in lieu of, legal remedies, monetary damages, or other available relief.  If Employee fails to comply with any of the terms of this Agreement or post-employment  obligations contained in it, the Company may, in addition to any other remedies it may have,  reclaim any amounts paid to the Employee under the provisions of this Agreement or terminate any  benefits or payments that are later due under this Agreement, without waiving the releases provided  herein.  Company and Employee acknowledge and agree that the prevailing party shall be entitled  to payment of its attorneys' fees and other costs and expenses incurred in enforcing this  provision of the Agreement and/or in prosecuting any counterclaim or cross-claim based on this  provision of the Agreement.  12. FEES AND COSTS. Except as otherwise set forth in this Agreement, the parties  shall bear their own attorneys' fees and costs.  13. CHOICE OF LAWNENUE. This Agreement and any action, cause of action,  claim, controversy or dispute of any kind (whether at law, in equity, in contract, in tort or otherwise)  that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution or  performance of this Agreement or the rights, duties and relationship of the parties hereto, shall be  governed by, construed, and enforced in accordance with, and subject to, the laws of the State of  Texas or federal law, where applicable, without regard to the conflict of law principles of any  jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in  connection with, this Agreement, the party seeking relief shall submit such dispute to the United  States District Court for the Southern District of Texas or, if federal jurisdiction is lacking or the  court declines or abstains from taking jurisdiction, the District Courts of Harris County, Texas.  14. ENTIRE AGREEMENT. It is expressly understood and agreed that this  Agreement embodies the entire agreement between the Parties relating to Employee's employment  by the Company and all other matters arising between Company and Employee prior to the date and  time of execution hereof, and supersedes any and all prior agreements, including the Employment  Agreement, arrangements, or understandings between and among the Parties.  Page5 o/6  Viki K. Blinderman Release & Separation Agreement 21212021  





 






No oral understandings, statements, promises, terms, conditions, obligations, or agreements  contrary or in addition to the terms of this Agreement exist. This Agreement may not be changed by  oral representations, and may only be amended by written instrument executed by a duly authorized  representative of each of the Parties, or their respective successors or assigns. If any part of this  Agreement is found to be illegal or unenforceable by any agency or court, the remaining provisions  shall continue in full force and effect.  15. COUNTERPARTS. This Agreement may be executed in separate counterparts,  each of which is deemed to be an original and all of which taken together constitute one and the  same agreement.  16. OTHER REPRESENTATIONS: EI'v1PLOYEE HEREBY REPRESENTS AND  CERTIFIES THAT SHE: (1) HAS CAREFULLY READ ALL OF THIS AGREEMENT; (2)  HAS BEEN GIVEN A FAIR OPPORTUNITY TO DISCUSS AND NEGOTIATE THE TERMS  OF THIS AGREEMENT; (3) UNDERSTANDS ITS PROVISIONS; (4) HAS BEEN ADVISED  IN WRITING AND GIVEN THE OPPORTUNITY TO SEEK ADVICE AND CONSULTATION  WITH ATTORNEYS REGARDING THIS AGREEMENT; (5) HAS DETERMINED THAT IT IS  IN HER BEST INTERESTS TO ENTER INTO THIS AGREEMENT; (6) HAS NOT BEEN  INFLUENCED TO SIGN THIS AGREEMENT BY ANY STATEMENT OR  REPRESENTATION BY THE COJ'v1PANY NOT CONTAINED IN THIS AGREEMENT; AND  (7) ENTERS INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.  We the undersigned do hereby sign and agree to the terms set forth in the Release and  Separation Agreement, on the dates set forth below:  COMPANY:  elvin . Payne  Carriage Services, Inc.  Chief Executive Officer  EMPLOYEE:  v~  :J/~f zoz (  Date signed  • I  Date signed  Page 6 o/6  Viki K. Blinderman Release & Separation Agreement 21212021