Exhibit
10.1


 


AMENDMENT NO. 1


TO


EMPLOYMENT AGREEMENT


(James
J. Benard)


 


THIS
AMENDMENT NO. 1 dated effective January 1, 2004 (this “Amendment”) to the
Employment Agreement dated as of January 1, 2001 (the “Employment
Agreement”) between CARRIAGE SERVICES, INC., a Delaware corporation (the
“Company”), and JAMES J. BENARD, a resident of Sugar Land, Texas (the
“Employee”);


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS,
the parties entered into the Employment Agreement so that the services of the
Employee would be made available to perform the duties of the Vice President of
Cemetery Operations of the Company; and


 


WHEREAS,
the Employment Agreement initially contemplated that it would expire on
December 31, 2003, and Employee has in fact continued as an employee of
the Company through the date hereof; and


 


WHEREAS,
the parties desire to amend the Employment Agreement to extend the term thereof
through December 31, 2006, as hereinafter provided;


 


WHEREAS, the parties also desire to amend
certain other terms of the agreement as hereinafter provided;


 


NOW
THEREFORE, for the sum of TEN DOLLARS ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.             Term Amendment. 
The parties hereby agree to amend Section 1 of the Employment
Agreement in its entirety so that, as amended, Section 1 shall read as
follows:


 


“The Company hereby employs the Employee for
a term commencing on the date hereof and, subject to earlier termination as
provided in Section 7 hereof, ending on December 31, 2006 (such term
being herein referred to as the “term of this Agreement”).  The Employee agrees to accept such
employment and to perform the services specified herein, all upon the terms and
conditions hereinafter stated.”


 


2.             Duties Amendment. 
The parties hereby agree to amend Section 2 of the Employment
Agreement in its entirety so that, as amended, Section 2 shall read as
follows:


 


“The Employee shall serve the Company and
shall report to, and be subject to the general direction and control of, the
Chief Executive Officer of the Company or any other executive officer
designated by him.  The Employee shall
perform the management and administrative duties of Sr. Vice President-Cemetery
Operations and Sales of the Company. 
The Employee


 


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shall also serve as Sr. Vice President of
Cemetery Operations of any subsidiary of the Company as requested by the
Company, and the Employee shall perform such other duties as are from time to
time assigned to him by the Chief Executive Officer as are not inconsistent
with the provisions hereof.


 


3.             Compensation Amendment. 
The parties hereby agree to amend Section  4 of the Employment
Agreement in its entirety so that, as amended, Section 4 shall read as
follows:


 


“During the term of this Agreement, the
Company shall pay the Employee a salary of $17,500.00 per full calendar month
of service completed, appropriately prorated for partial months at the
commencement and end of the term of this Agreement.  The salary set forth herein shall be payable in bi-weekly
installments in accordance with the payroll policies of the Company in effect
from time to time during the term of this Agreement. The Company shall have the
right to deduct from any payment of all compensation to the Employee hereunder
(x) any federal, state or local taxes required by law to be withheld with
respect to such payments, and (y) any other amounts specifically authorized to
be withheld or deducted by the Employee.”


 


4.             Restrictive Covenants Amendment. 
The parties hereby agree to amend Section 8 of the Employment
Agreement as follows:


 


The term of the Restrictive Covenant would
change from two years to one year only if the Employee is terminated without
cause as described in Section 7 (d) above.  Except for this specific change, all other parts of
Section 8 remain the same.


 


5.             Ratification; Binding Effect. 
The parties hereby ratify and confirm the continued effectiveness and
validity of the Consulting Agreement, which (subject to the foregoing
amendment) shall remain in full force and effect in accordance with its
terms.  This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.


 


IN
WITNESS WHEREOF, the parties have executed and delivered this Amendment in one
or more counterparts effective for all purposes as of January 1, 2004.


 


 


	
   

  	
  CARRIAGE SERVICES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melvin C. Payne

  	
   

  
	
   

  	
   

  	
  Melvin C. Payne

  
	
   

  	
   

  	
  Chairman of the Board and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ James J. Benard

  	
   

  
	
   

  	
   

  	
  James J. Benard

  
					



 


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