Exhibit 10.1


 


May 10, 2005


 


STRICTLY PERSONAL AND CONFIDENTIAL


 


Hand delivered, original to employee file


 


Aaron Shipper


 


 


Dear Aaron,


 


I am pleased to reconfirm your position as Senior Vice President,
Advanced Planning and President of Mayflower at Alderwoods
Group, Inc.  This letter
is intended to replace any other previous employment letters and/or contracts,
between you and Alderwoods Group Inc.; and details
your new salary increase, effective on May 1, 2005.


 


 


	
  Position:

  	
   

  	
  Senior Vice President, Advanced Planning

  
	
   

  	
   

  	
   

  
	
  Reports to:

  	
   

  	
  Paul Houston, President and Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
  Effective:

  	
   

  	
  May 1,
  2005

  
	
   

  	
   

  	
   

  
	
  Base Pay:

  	
   

  	
  $220,000.00 gross per annum.

  
	
   

  	
   

  	
   

  
	
  Annual Incentive:

  	
   

  	
  You are entitled to participate at the
  annual executive level of 40% target and 80% maximum. Program details
  supplied to you.

  
	
   

  	
   

  	
   

  
	
  Stock Options:

  	
   

  	
  You will be entitled to participate in the
  stock option program. The details of future grants will be covered by a
  separate stock option agreement as determined and administrated by the Board
  of Directors.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  Annual
  Medical:

  	
   

  	
  You
  are entitled to take a company paid annual medical.

  
	
   

  	
   

  	
   

  
	
  401K:

  	
   

  	
  You
  will continue to be eligible to participate in the company’s 401K program in
  which you can make deposits and the company will match the value.

  
	
   

  	
   

  	
   

  
	
  Car
  Allowance:

  	
   

  	
  You
  will be entitled to $800.00/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.

  



 


 


Should you have any questions please contact me. Please show your
acceptance of the above terms and conditions of your employment by signing and
returning a copy of this letter.


 


 


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/ Aaron Shipper

  	
   

  	
  May 10, 2005

  	
   

  
	
  Aaron Shipper

  	
  Date