exv10w1






Exhibit 10.1




FIRST AMENDMENT


TO


EMPLOYMENT AGREEMENT




     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of
the 6th day of November, 2008, by and between CROWN CRAFTS, INC., a Delaware corporation
(“Employer”), and E. RANDALL CHESTNUT, an individual resident of the State of Louisiana
(“Employee”).



W I T N E S S E T H:




     WHEREAS, Employer and Employee have entered into that certain Employment Agreement dated as of
July 23, 2001 (the “Agreement”);



     WHEREAS, Employer and Employee wish to amend the Agreement as provided herein to comply with
Section 409A of the Internal Revenue Code of 1986, as amended; and



     WHEREAS, capitalized terms used but not otherwise defined herein shall have the same meanings
given to such terms in the Agreement;



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
herein, the parties hereto do hereby agree as follows:



     1. Amendments to Agreement. The Agreement is hereby amended as follows:



          (a) The second sentence of Section 7.2.3 of the Agreement is amended and restated in its
entirety as follows:




“For purpose of reference, such activities currently include the business of
manufacturing, marketing and distribution of infant and toddler bedding, blankets
and accessories and infant bibs, bath items and gift sets and the Employer’s
operations and activities related thereto.”



          (b) Section 10.5 of the Agreement is amended and restated in its entirety as follows:




     “10.5 If this Agreement is terminated (i) at Employer’s election without Cause
or (ii) at the election of Employee for Good Reason within sixty (60) days after the
occurrence of the event that constitutes Good Reason, then, in each such case,
Employee shall be entitled to those benefits to which Employee would be entitled if
a Change in Control would have occurred as set forth in Section 13 hereof, payable
as provided therein.”



          (c) The definition of “Competing Business” in Section 12.1 of the Agreement is amended and
restated in its entirety as follows:



 









 









     ““Competing Business” means a business that, wholly or partly, directly
or indirectly, engages in manufacturing, marketing or distribution of infant or
toddler bedding, blankets or accessories or infant bibs, bath items or gift sets.”



          (d) Section 13.1 of the Agreement is amended and restated in its entirety as follows:




     “13.1 “Change in Control” shall have the same meaning as set forth in Section
2.5 of that certain Amended and Restated Severance Protection Agreement dated April
20, 2004 between Employer and Employee (as the same may be amended from time to
time, the “Severance Protection Agreement”).”



          (e) Section 13.2 of the Agreement is amended and restated in its entirety as follows:




     “13.2 If there occurs a Change in Control of Employer, Employee shall be
entitled to the compensation and benefits set forth in Section 3 of the Severance
Protection Agreement, payable as provided therein.”



          (f) Section 14.2 of the Agreement is amended and restated in its entirety as follows:




     “14.2 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without giving effect to the
conflict of laws principles thereof.”



          (g) The Agreement is amended by deleting Section 14.7 thereof in its entirety.



          (h) The Agreement is amended by adding the following as new Section 15 thereof:



     “15. Compliance with Section 409A.




     15.1 This Agreement shall be interpreted to avoid any penalty sanctions under
Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). If
any payment or benefit cannot be provided or made at the time specified herein
without incurring sanctions under Section 409A, then such benefit or payment shall
be provided in full at the earliest time thereafter when such sanctions will not be
imposed. For purposes of Section 409A, (i) all payments to be made upon a
termination of employment under this Agreement may only be made upon a “separation
from service” within the meaning of such term under Section 409A, (ii) each payment
made under this Agreement shall be treated as a separate payment and (iii) the right
to a series of installment payments under this Agreement is to be treated as a right
to a series of separate payments. In no event shall Employee, directly or
indirectly, designate the calendar year of payment.



2









 









     15.2 All reimbursements and in-kind benefits provided under this Agreement
shall be made or provided in accordance with the requirements of Section 409A,
including, where applicable, the requirements that (i) any reimbursement is for
expenses incurred during Employee’s lifetime (or during a shorter period of time
specified in this Agreement), (ii) the amount of expenses eligible for
reimbursement, or in-kind benefits provided, during a calendar year may not affect
the expenses eligible for reimbursement, or in-kind benefits to be provided, in any
other calendar year, (iii) the reimbursement of an eligible expense will be made on
or before the last day of the calendar year following the year in which the expense
is incurred and (iv) the right to reimbursement or in-kind benefits is not subject
to liquidation or exchange for another benefit.




     15.3 Notwithstanding any provision in this Agreement to the contrary, if, at
the time of Employee’s separation from service with Employer, Employer has
securities which are publicly traded on an established securities market, Employee
is a “specified employee” (as defined in Section 409A) and it is necessary to
postpone the commencement of any severance payments otherwise payable pursuant to
this Agreement as a result of such separation from service to prevent any
accelerated or additional tax under Section 409A, then Employer will postpone the
commencement of the payment of any such payments or benefits hereunder (without any
reduction in such payments or benefits ultimately paid or provided to Employee) that
are not otherwise exempt from Section 409A until the first payroll date that occurs
after the date that is six (6) months following Employee’s separation from service
with Employer (as determined under Section 409A). If any payments are postponed
pursuant to this Section 15.3, then such postponed amounts will be paid in a lump
sum to Employee on the first payroll date that occurs after the date that is six (6)
months following Employee’s separation from service with Employer. If Employee dies
during the postponement period prior to the payment of any postponed amount, such
amount shall be paid to the personal representative of Employee’s estate within
sixty (60) days after the date of Employee’s death.”


          (i) Schedule 12 to the Agreement is amended by (i) replacing “Paramus, New Jersey” as
referenced therein with “Wayne, New Jersey” and (ii) deleting “Troy, Michigan”.



     2. Miscellaneous.


          (a) Choice of Law. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without giving effect to the conflict of laws
principles thereof.


          (b) Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.


          (c) Severability. If any term or provision of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable, the



3









 







remainder of the terms and provisions of this Amendment shall in no way be affected, impaired
or invalidated.


          (d) Existing Terms. The existing terms and conditions of the Agreement shall remain
in full force and effect except as such terms and conditions are specifically amended by, or
conflict with, the terms of this Amendment.




[Signature page follows.]




4









 









     IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or caused this Amendment
to be executed by the undersigned thereunto duly authorized, as of the date first written above.



	 	 	 	 	 
	 	CROWN CRAFTS, INC.

 	 
	 	  	By: /s/ Olivia Elliott
 	 
	 	 	Name:  	Olivia Elliott 	 
	 	 	Title:  	VP & CFO 	 
	 
	 	 	 
	 	  	/s/ E. Randall Chestnut
 	 
	 	 	E. RANDALL CHESTNUT 	 




5