Form of Employment Agreement of Lawrence Miller



 EXHIBIT 10.6 
  
 EMPLOYMENT AGREEMENT 
  

Agreement effective as of February     , 2004, (the “Effective Date”), by and between Stonemoor GP, LLC, a
Delaware limited liability company (the “Company”) and              (the “Executive”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Executive and the Company are parties to an employment agreement effective as of March 31, 1999, which is currently in effect (the
“Employment Arrangement”); and 
  
 WHEREAS, upon the
Effective Date it is intended that the Employment Arrangement be amended and restated as set forth herein; 
  
 NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 
  
 1. Term of Employment 
  
 Commencing on the Effective Date, the Company shall employ the Executive, and
the Executive shall continue employment and shall serve the Company, in such capacities, with such duties and authority, for such period, at such level of compensation and with such benefits, and upon such other terms and subject to such other
conditions, as are hereinafter set forth. The term of the Executive’s employment hereunder shall commence on the Effective Date and, unless previously terminated as provided herein, shall continue in effect for one year from the Effective Date
(the “Employment Period”); provided, however, that the Employment Period shall automatically be extended for successive one-year additional periods unless, ninety (90) days prior to expiration of the Employment Period, the
Company or the Executive shall have given written notice to the other not to renew the Employment Period. 
  
 2. Capacities, Duties and Authority 
  
 2.01. Effective on the Effective Date and throughout the Employment Period, the Executive shall be entitled to serve as
                            . 
  
 2.02. In his capacity as
                             of the Company, the Executive shall have such authority, perform such
duties, discharge such responsibilities and render such services as are substantially consistent the job description attached hereto as Exhibit “A”. 
  

2.03. Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto substantially all of his business
time, energy and skills on an exclusive basis and, without the prior written consent of the Board of Directors of the Company (the “Company’s Board”), the Executive shall not render services to or for the account of himself or any
other person, firm or corporation other than the Company. 







 3. Compensation 
  
 3.01. The Executive shall be paid a base salary during the Employment Period at the annual rate of
                             Dollars ($
             ), payable in accordance with the regular payroll practices of the Company. The Company’s Board shall annually review the Executive’s performance and
determine, in its sole discretion, whether or not to increase the Executive’s base salary and, if so, the amount of such increase. The Executive’s base salary as in effect from time to time is hereinafter referred to as the “Base
Salary.” 
  
 3.02. The Employee shall be eligible for an
annual bonus based upon satisfaction of mutually agreed upon targets established by management and approved by the Company’s Board on or before January 31 of each year for such year. The employee shall, at a minimum, receive a bonus of 50% of
base salary for meeting budgeted goals if no such mutually agreed targets are established. 
  
 3.03. The Executive shall be entitled to participate in any of the Company’s other discretionary bonus or performance-based bonus programs for senior executives of the Company on such terms and conditions as
determined in the discretion of the Company’s Board. 
  
 3.04. On or before January 15 of each year, the Executive shall be paid an amount equal to one-half of the tax imposed under Section 1401 of the Internal Revenue Code of 1986, as amended, on all amounts paid to or for the benefit of the
Executive under Section 3 (including this Section 3.04) or Section 4 [or Section 5] of this Agreement that constitute self-employment income of the Executive with respect to the immediately preceding calendar year. 
  
 3.05. On or before January 15 of each year, the Executive shall be paid an
amount equal to (a) all federal, state, and local income taxes on the excess of (i) any taxable income recognized by the Executive as a result of benefits provided to or for the benefit of the Executive for the immediately preceding calendar year
under Section 4 of this Agreement over (ii) the amount of taxable income that would have been recognized by the Executive as a result of benefits provided to or for the benefit of the Executive for the immediately preceding calendar year under
Section 4 of this Agreement if the Executive had been an employee and not a member of the Company, plus (b) an additional amount equal to all federal, state, and local income taxes on all payments made to the Executive pursuant to this Section 3.05.

  
 4. Employee Benefit Programs 
  
 4.01. During the Employment Period, the Executive shall be entitled to
vacation and sick leave generally made available to executive personnel of the Company and to participate in and have the benefit of all group life, disability, dental, hospital, surgical and major medical insurance plans and programs and other
employee benefit plans and programs as generally are made available to executive personnel of the Company. 
  
 4.02. During the Employment Period, the Executive shall be entitled to receive or participate in fringe benefit arrangements generally made available to
executive personnel of the Company that provide automobile, club dues, tax services and financial planning in accordance with the terms and conditions of such arrangements as may be in effect from time to time. 
  

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 5. [Optional — Stock Options, Restricted Stock and Other Stock Awards 
  
 5.01. The Executive shall be entitled to participate in any stock or unit
incentive plan adopted by the Company and approved by the Stockholders or Unitholders of the Company. If a stock or unit program is adopted, the Executive will receive an allotment (grant) commensurate with his level of responsibility in relation to
other grants as determined by the Company’s Board in its sole discretion. 
  
 5.02. During the Employment Period, the Executive shall be eligible to receive grants of restricted stock or units and other stock or unit awards (“Stock Awards”) in such amounts and subject to such terms
as determined by the Company’s Board in its sole discretion.] 
  
 6. Termination of Employment 
  
 6.01. The
Executive’s employment hereunder shall terminate: 
  
 a.
upon the death of the Executive; 
  
 b. upon the Disability of
the Executive, which for the purposes of this Agreement shall mean his inability because of physical or mental illness or incapacity, whether partial or total, with or without reasonable accommodation, to perform his duties under this Agreement, for
a continuous period of at least six (6) months or for an aggregate of one hundred eighty (180) days within any twelve (12) month period; or 
  
 c. at the option of the Company, exercisable by or upon the authority of the Company’s Board and effective immediately upon the giving by the
Company to the Executive of written notice of such exercise, for “Cause,” which, for purposes of this Agreement, shall mean: 
  
 i. the gross neglect or willful failure by the Executive to perform his duties and responsibilities in all material respects as set forth in Paragraph
2.02 hereof, after a written demand for substantial performance is delivered to the Executive by the Company’s Board which demand specifically identifies the manner in which the Company’s Board believes that the Executive has not so
performed his duties and such failure is not cured within 90 days after the written notice thereof to the Executive by the Company’s Board. 
  
 ii. any act of fraud by the Executive, whether relating to the Company or otherwise; 
  

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 iii. the conviction or entry into a plea of nolo contendere by the Executive with respect
to any felony or misdemeanor (other than a traffic offense which does not result in imprisonment); 
  
 iv. the commission by the Executive of any willful or intentional act (including any violation of law) which materially injures the reputation or
materially adversely affects the business or business relationships of the Company; or 
  
 v. any willful failure or willful breach (not covered by any of clauses (i) through (iv) above) of any of the material obligations of this Agreement[, if such breach is not cured within 90 days after written notice
thereof to the Executive by the Company’s Board]. 
  
 For
purposes of clauses (i), (iv) and (v) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive’s act, or failure to act, was in the best interest of the Company. 
  
 d. at the option of the Executive, effective ten (10) business days after the giving of written notice of such exercise by the Executive to the Company
(or such shorter period as the Company’s Board may elect by giving written notice to the Executive), in the event that the Executive has Good Reason, which for purposes of this Agreement shall mean the occurrence at any time of any of the
following without the Executive’s prior written consent: 
  
 i. removal from the position of              with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange
Act of 1934); 
  
 ii. the relocation of the Company’s
principal office to a location outside a 75-mile radius of its current location in Bristol, Pennsylvania; 
  
 iii. the assignment of duties or responsibilities materially inconsistent with those customarily associated with the positions held by the Executive or a
diminution of the Executive’s position, authority, duties or responsibilities (other than an isolated action that is not taken in bad faith and is remedied by the Company promptly after receipt of written notice thereof from the Executive);

  
 iv. [except as provided in Paragraph
            , ]a reduction in the Executive’s Base Salary payable pursuant to Paragraph 3.01 hereof or a material reduction in any other material benefit provided the
Executive hereunder; 
  
 v. notice by the Company, as set forth
in Paragraph 1 hereof, not to extend the Employment Period; 
  

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 vi. the failure by the Company to obtain an agreement from any successor to assume and agree to perform
this Agreement; or 
  
 vii. any willful failure or willful breach
by the Company (not covered by any of clauses (i) through (vi) above) of any of the material obligations of this Agreement, if such breach is not cured within 30 days after written notice thereof by the Executive to the Company’s Board.

  
 For purposes of clause (vii) of this definition, no act, or failure to act, on
the Company’s part shall be deemed “willful” unless done, or omitted to be done, by the Company not in good faith and without reasonable belief that the Company’s act, or failure to act, was in the best interest of the Company.

  
 e. at the option of the Executive, for a reason other than
Good Reason, effective upon 30 days of the giving of written notice of such exercise. 
  
 6.02. Obligations of the Company upon Termination of Employment 
  
 a. Death. In the event of the Executive’s death during the Employment Period, the Employment Period shall end as of the date of the
Executive’s death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following, as soon as practicable following the date of Executive’s death: 
  
 i. Base Salary earned but not paid prior to the date of his death; 
  
 ii. payment for all accrued but unused vacation time up to the date of his
death; 
  
 iii. payment for any bonus deferred for any year prior
to the year in which occurs the date of his death; 
  
 iv. any
bonus payable pursuant to any bonus program, to the extent earned but not paid with respect to the year in which the Executive’s death occurs; 
  
 v. a pro rata portion (based on the number of days worked) of the bonus payable under any bonus program in effect for the year in which the
Executive’s death occurs; provided, however, that the performance goals established under the applicable program with respect to the entire year in which the Executive’s death occurs are met; 
  
 vi. immediate vesting of and lapsing of restrictions on all unvested Stock
Awards held by the Executive on the date of his death; 
  
 vii.
immediate vesting of all Company stock options held by the Executive on the date of his death, with such options remaining exercisable for twelve months from the date of the Executive’s death; 
  

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 viii. continuation of medical benefits for a period of
         years plus an additional year for each year of service commencing with the Effective Date; and 
  
 ix. such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. 
  
 b. Disability. If the Executive’s employment is terminated due
to Disability during the Employment Period, either by the Company or by the Executive, the Employment Period shall end as of the date of the termination of the Executive’s employment and the Executive shall be entitled to the following, as soon
as practicable following the date of termination: 
  
 i. Base
Salary earned but not paid prior to the date of the termination of the Executive’s employment; 
  
 ii. payment for all accrued but unused vacation time up to the date of the termination of the Executive’s employment; 
  
 iii. payment for any bonus deferred for any year prior to the year in which
occurs the date of the termination of the Executive’s employment; 
  
 iv. any bonus payable pursuant to any bonus program, to the extent earned but not paid with respect to the year in which the Executive’s termination of employment occurs; 
  
 v. a pro rata portion (based on the number of days worked) of the bonus payable under any bonus program in effect for the
year in which the Executive’s termination of employment occurs; provided, however, that the performance goals established under the applicable program with respect to the entire year in which the Executive’s termination of
employment occurs are met; 
  
 vi. immediate vesting of and
lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his Disability; 
  
 vii. immediate vesting of all Company stock options held by the Executive on the date of his Disability, with such options remaining exercisable for
twelve months from the date of the Executive’s Disability; 
  
 viii. continuation of medical benefits for a period of          years plus an additional year for each year of service commencing with the Effective Date; and 
  
 ix. such additional benefits as may be provided by the then existing plans,
programs and/or arrangements of the Company. 
  

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 c. Cause. If the Company terminates the Executive’s employment for Cause, the Executive
shall be entitled to the following, within 60 days following the date of termination: 
  
 i. Base Salary earned but not paid prior to the date of the termination of his employment; 
  
 ii. payment for all accrued but unused vacation time up to the date of the termination of the Executive’s employment; 
  
 iii. payment for any bonus deferred for any year prior to the year in which
occurs the date of the termination of the Executive’s employment; and 
  
 iv. such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. 
  
 d. Without Cause or With Good Reason. If the Executive’s employment is terminated by the Company (other than for Cause or Disability) or if
the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such
earlier date as may be required by law: 
  
 i. Base Salary
earned but not paid prior to the date of the termination of his employment; 
  
 ii. payment for all accrued but unused vacation time up to the date of the termination of the Executive’s employment; 
  
 iii. payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive’s employment;

  
 iv. any bonus payable pursuant to any bonus program, to the
extent earned but not paid with respect to the year in which the Executive’s termination of employment occurs; 
  
 v. [a lump sum amount equal to the product of Executive’s Base Salary (based on the Base Salary in effect on the date of the termination of the
Executive’s employment, and in the case of a termination of employment by the Executive for Good Reason due to a reduction in Base Salary under Paragraph 6.01(e)(iii), based on the Base Salary in effect immediately prior to such reduction),
multiplied by a factor of 2.50;] 
  
 vi. immediate vesting of and
lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of the termination of his employment; 
  

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 vii. immediate vesting of all Company stock options held by the Executive on the date of the termination
of his employment, with all stock options remaining exercisable until their expiration pursuant to the Stock Incentive Plan; 
  
 viii. continued participation, as if he were still an employee, in the Company’s medical, dental, hospitalization and life insurance plans, programs
and/or arrangements in which he was participating on the date of the termination of his employment on the same terms and conditions as other executives under such plans, programs and/or arrangements until the earlier of [three] year[s]
from the date of the Executive’s termination or the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a
coverage-by-coverage or benefit-by-benefit basis); provided, however, that should such continued coverage not be allowed under the Company’s plans, Company shall pay Executive a lump sum payment in an amount equal to the amount that the Company
would have spent on Executive’s premiums for the same period; and 
  
 ix. such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments payable under the terms of any benefit plan), including outplacement services
consistent with the Company’s then existing practice for senior executives or, if there is no such then existing practice, consistent with the Company’s past practice for senior executives. 
  
 e. Without Good Reason. If the Executive’s employment is
terminated by the Executive without Good Reason, the Executive shall be entitled to the following, within 60 days following the date of termination or such earlier date as may be required by law: 
  
 i. Base Salary earned but not paid prior to the date of the termination of
his employment; 
  
 ii. payment for all accrued but unused
vacation time up to the date of the termination of the Executive’s employment; 
  
 iii. payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive’s employment; 
  
 iv. such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company.

  
 6.03. Any payment under Paragraph 6.02 hereof shall be in lieu
of any other severance, bonus or other payments to which the Executive might then be entitled pursuant to this Agreement or any statutory or common law claim, subject, in each case, to the execution by the Executive and delivery to the Company of a
comprehensive release of all claims related to his employment or termination thereof in a form to be provided by the Company. The Company’s obligations to make the payments under Paragraph 6.02 hereof, except in the case of a termination for
Cause, shall not otherwise be affected by any circumstances, including, without limitation, any 
  

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 set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive. The Executive
acknowledges and agrees that in the event the parties dispute whether the Executive shall be entitled to the payment hereunder, such payment shall not be deemed to be earned or otherwise vest hereunder until such time as the dispute is resolved in
accordance with Paragraph 10.03 hereof. 
  
 6.04. Notwithstanding
anything to the contrary herein, if the Company’s Board has reason to believe that there are circumstances which, if substantiated, would constitute Cause as defined herein, the Company may suspend the Executive from employment without notice
for such period of time as shall be reasonably necessary for the Company’s Board to ascertain whether such circumstances are substantiated. During such suspension, the Executive shall continue to be paid all compensation and provided all
benefits thereunder; provided, however, that if the Executive has been indicted or otherwise formally charged by governmental authorities with any felony, the Company’s Board may in its sole discretion, and without limiting the
Company’s Board’s discretion to terminate the Executive’s employment for Cause, suspend the Executive without continuation of any compensation or benefits hereunder, pending final disposition of such criminal charge(s). Upon receiving
notice of any such suspension, the Executive shall promptly leave the premises of the Company and remain off such premises and the premises of all other Group members until further notice from the Company’s Board. 
  
 7. Covenants of the Executive 
  
 7.01. During the Employment Period and for a period of two (2) years
thereafter, the Executive will not, directly or indirectly: 
  
 a. solicit, entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Company to terminate his or her employment or engagement by the Company to become employed or engaged in
competition with the Company by any person, firm, corporation or other business enterprise other than a member of the Company, except in furtherance of his responsibility during the Employment Period; or 
  
 b. authorize or assist in the taking of such action by any third party.

  
 For purposes of this Paragraph 7.01, the terms
“employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the one year prior
to the termination of the Executive’s employment and for one year following the Executive’s termination of employment. The Executive shall not be deemed to have violated the provisions of this Paragraph 7.01 by reason of an isolated act,
or failure to act, not taken in bad faith. 
  
 7.02. During the
Employment Period and for a period of and (1) year thereafter, the Executive will not, directly or indirectly, engage, participate, make any financial investment in, or become employed by or render advisory or other services to or for any person,
firm, corporation or other business enterprise (the “Competing Enterprise”) which is engaged, directly or indirectly, 
  

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 during the Employment Period or at the time of Executive’s termination of employment, as the case may be, in any
business of the type and character engaged in or competitive with that conducted by the Company in any state or marketing area in which the Company is doing business or is qualified to do business. The foregoing covenant shall not be construed to
preclude the Executive from making any investments in the securities of any company, whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the
over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than 5% of the combined voting power of the voting
securities of such company. 
  
 7.03. The one-year covenant
periods set forth in Paragraphs 7.01 and 7.01 may be terminated earlier as determined by the Company’s Board if (i) the Executive’s employment is terminated other than for “Cause” as defined in Paragraph 6.01(c) and (ii) the
Executive’s termination of employment does not occur within 30 days of a “Change in Control.” For purposes of this Paragraph 7.03, a “Change in Control” is defined as (i) a bona fide sale of all of the ownership interest of
all or substantially all of the assets of the Company to any person or entity other than an affiliate, including without limitation
                                 and
                            ; or (ii) a merger, reorganization, consolidation, or other transaction
where more than 50% of the combined voting power of the equity interests in the Company ceases to be owned by persons or affiliates of persons including
                     and
                    who own such interests at the Effective Date of this Agreement. 
  
 7.04. During the Employment Period and thereafter without limit as to time,
the Executive will not (other than in the regular course and in furtherance of the Company’s business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Company which is
confidential, including, without limitation, “know-how,” trade secrets, customer lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition
plans, new personnel employment plans, methods, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Company except (1) information which at the time is available to others in
the business or generally known to the public other than as a result of disclosure by the Company not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body
or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings
or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Company or by any predecessor thereof) concerning the business of the Company or
any predecessor thereof shall be the property of the Company and shall be delivered to the Company promptly upon the termination of the Employment Period. 
  
 7.05. The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries,
improvements, ideas and 
  

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 writings that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his
employment by the Company and any predecessor thereof (collectively, the “Developments”), are and shall remain the sole and exclusive property of the Company and the Executive hereby assigns to the Company all of his right, title and
interest in all such Developments. The Executive shall promptly and fully disclose all future Developments to the Company’s Board, and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the
Company all instruments that the Company shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company’s counsel, to enable the Company to file and prosecute applications for
and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary. 
  
 7.06. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and
extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company’s business and that irreparable injury would be sustained by the Company in the event of his breach
of any of the covenants contained in this Paragraph 7, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such
covenants, the Company shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be issued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened
breach upon minimal bond, with or without surety, and that such an injunction will not work an undue hardship on him. 
  
 7.07. The provisions of this Paragraph 7 shall survive the termination of this Agreement, without regard to the reasons therefore. 
  
 7.08. If any court determines that any of the provisions of this Paragraph 7
is invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Paragraph 7, or any part
thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so
reduced or restricted. 
  
 8. Reimbursement of Business
Expense 
  
 During the Employment Period, the Executive is
authorized to incur reasonable business expenses in carrying out his duties and responsibilities under the Agreement, and the Company shall promptly reimburse him for all such reasonable business expenses incurred in connection with carrying out the
business of the Company, subject to documentation in accordance with the Company’s policy. 
  

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 9. Indemnification 
  
 To the fullest extent permitted by law and the Company’s certificate of incorporation and by-laws, the Company shall
promptly indemnify the Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs and expenses (including reasonable attorneys’ fees)) incurred or paid by the Executive in connection
with any action, proceeding, suit or investigation arising out of or relating to the performance by the Executive of services for (or acting as a fiduciary of any employee benefit plans, programs or arrangements of) the Company, including as a
director, officer or employee of the Company. The Company also agrees to maintain a director’s and officers’ liability insurance policy covering the Executive to the extent the Company provides such coverage for its other executive
officers. Notwithstanding any other provision of this Agreement, the provisions of this Paragraph 9 shall survive any termination or expiration of this Agreement. 
  
 10. Miscellaneous 
  
 10.01. This Agreement is intended to be performed in, and shall be construed and enforced in accordance with the laws of, the State of
                     without reference to principles of conflict of laws. 
  
 10.02. Upon the Effective Date, this Agreement shall incorporate the complete understanding and agreement between the
parties with respect to the subject matter hereof and supersede any and all other prior or contemporaneous agreements, written or oral, between the Executive and the Company or any predecessor thereof with respect to such subject matter (including
the Employment Arrangement). No provision hereof may be modified or waived except by a written instrument duly executed by the Executive and the Company with the express approval of the Compensation Committee. 
  
 10.03. Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration conducted in             ,              under the National
Rules for the Resolution of Employment Disputes then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the
matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled on an expedited basis. The
determination of the arbitrator, which shall be based upon an interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrator’s award in any court having jurisdiction. All costs of the American
Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. 
  
 10.04. The Executive acknowledges that before entering into this Agreement he has received a reasonable period of time to
consider this Agreement and has had sufficient time and an opportunity to consult with any attorney or other advisor of his choice in connection with this 
  

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 Agreement and all matters contained herein, and that he has been advised to do so if he so chooses. The Executive further
acknowledges that this Agreement and all terms hereof are fair, reasonable and are not the result of any fraud, duress, coercion, pressure or undue influence exercised by the Company, that he has approved and entered into this Agreement and all of
the terms hereof on his own free will, and that no promises or representations have been made to him by any person to induce him to enter into this Agreement other than the express terms set forth herein. 
  
 10.05. The Company shall be entitled to deduct and withhold from all
compensation payable to the Executive pursuant to this Agreement all amounts required to be deducted and withheld therefrom pursuant to any present or future law, regulation or ordinance of the United States of America or any state or local
jurisdiction therein or any foreign taxing jurisdiction. 
  
 10.06. Paragraph headings are included in this Agreement for convenience of reference only and shall not affect the interpretation of the text hereof. 
  

10.07. Any and all notices, demands or other communications to be given or made hereunder shall be in writing and shall be deemed to have been fully
given or made when personally delivered, or on the third business day after mailing from within the continental United States by registered mail, postage prepaid, addressed as follows: 
  
 If to the Company: 
  

[INSERT] 
  
 Attention: [INSERT] 
  
 If to the Executive: 
  
 [INSERT] 
  
 Either party may change the address to which any notices to it shall be sent by giving to the other party written notice of such change in conformity with
the foregoing. 
  
 10.08. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument. 
  
 10.09. This Agreement may be assigned by the Company to, and shall inure to the benefit of, any successor to substantially all the assets and business of
the Company as a going concern, whether by merger, consolidation or purchase of substantially all of the assets of the Company or otherwise, provided that such successor shall assume the Company’s obligations under this Agreement. This
Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 
  

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 10.10. The Company shall be deemed to have performed its obligations to make payments or provide benefits
to the Executive under this Agreement if it has caused such payments to be made or benefits to be provided. 
  
 IN WITNESS WHEREOF, each of the Company and the Executive has executed this Agreement as of the         
day of February, 2004. 
  

			
	STONEMOOR GP, LLC
		
	By:	 	  


		
	By:	 	  


	[INSERT EXECUTIVE’S NAME]


  

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