Exhibit 10.2


 


May 10, 2005


 


STRICTLY PERSONAL AND CONFIDENTIAL


 


Hand delivered, original to employee file


 


Mark Wilson


5 Heatherington Drive


Toronto, ON M1T 1N3


 


 


Dear Mark,


 


The following shall confirm the terms and conditions of your employment
with Alderwoods Group Inc (herein referred to as “the Company”).


 


	
  Position:

  	
   

  	
  Senior Vice President, Human Resources

  
	
   

  	
   

  	
   

  
	
  Reports to:

  	
   

  	
  Paul Houston, President and Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
  Effective:

  	
   

  	
  May 1,
  2005

  
	
   

  	
   

  	
   

  
	
  Base Pay:

  	
   

  	
  $205,000.00 gross pre annum.

  
	
   

  	
   

  	
   

  
	
  Bonus:

  	
   

  	
  You will be eligible to participate in the
  Company’s Executive bonus program, calculated at 40% (target) to 80%
  (maximum) of your salary. The details to the plan will be explained under
  separate cover.

  
	
   

  	
   

  	
   

  
	
  Stock
  Options:

  	
   

  	
  You will continue to be eligible to participate
  in the companies stock option program at the Senior
  Vice President level.

  
	
   

  	
   

  	
   

  
	
  Benefits:

  	
   

  	
  You
  will continue to be eligible to participate in the company benefits program.
  Furthermore, you will be eligible for a $3,000 medical spending account. More
  details on the above will be covered under separate cover.

  
	
   

  	
   

  	
   

  
	
  Club
  Membership:

  	
   

  	
  You
  will be eligible to expense up to $1,500 towards a club membership.

  
	
   

  	
   

  	
   

  
	
  Car
  Allowance:

  	
   

  	
  You
  will be entitled to a car allowance of $600.00/month (paid bi-weekly).

  
	
   

  	
   

  	
   

  
	
  Vacation
  Entitlement:

  	
   

  	
  You
  are eligible for four (4) weeks vacation per year.

  
	
   

  	
   

  	
   

  
	
  Termination
  of Employment:

  	
   

  	
  If
  you should be terminated for any reason other than just cause, you will be
  entitled to receive twelve (12) months severance consisting of base salary
  and standard health and dental benefits. All other benefits would cease on
  your last day of active employment. Similarly your health and dental benefits
  would cease should you obtain alternate coverage during the 12 month period.
  The severance benefit would be paid over a 12 month period.

  
	
   

  	
   

  	
   

  
	
  Change of Control:

  	
   

  	
  If there is a change in control, as defined
  under the 2005 Equity Incentive Plan, and as a result your employment is
  terminated, you will receive twenty-four (24) months severance as defined
  above.

  



 





















 


Mark,
I am extremely excited about the challenges that await us as a team.  I hope this offer demonstrates our Company’s
continued belief that you are a key member of our team and our future
success.  Should you have any questions
please do not hesitate to contact me.


 


Sincerely,


per


 


	
  /s/ Paul Houston

  	
   

  
	
   

  
	
  Paul Houston

  
	
  President and Chief Executive Officer

  



 


 


I have read, understand and voluntarily agree to the terms and
conditions for my employment with Alderwoods Group Inc.


 


 


	
  /s/ Mark Wilson

  	
   

  	
  May 10, 2005

  	
   

  
	
  Mark Wilson

  	
  Date