exv10w21






Exhibit 10.21




AMENDMENT TO EMPLOYMENT

AND NONCOMPETITION AGREEMENT

December 1, 2010




     THIS AMENDMENT to the Employment and Noncompetition Agreement (this “Amendment”)
between SCI Executive Services, Inc., a Delaware corporation (the “Company”), and the
undersigned executive of the Company (the “Employee”).



     WHEREAS, the Company and Employee have previously entered into an Employment and
Noncompetition Agreement (the “Agreement”); and



     WHEREAS, this Amendment is intended to (i) modify such Agreement (including, if applicable,
any amendments or addendums thereto) in order to delete the obligation of the Company to pay any
amount regarding excise tax under Section 1.5(f), and (ii) extend the term of the Agreement; and



     WHEREAS, the parties would like to make certain changes to the terms of the Agreement;



     NOW THEREFORE, Employee agrees with the Company, in consideration for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, to amend
the Agreement as follows, effective as of the date this Amendment is executed as written below:




	 	1.	 	Section 1.5(f). Section 1.5(f) is hereby amended to be and read in its entirety as
follows:
	 
	 	 	 	“(f) Change of Control. If (i) a Change of Control occurs during the
Employment Term and (ii) within twenty four months after such Change of Control the
Employee’s employment is (x) terminated by the Company other than for Cause, death or
disability, or (y) terminated by Employee after an occurrence of any Good Reason
(except under circumstances which would be grounds for termination of Employee by the
Company for Cause), then the Company shall be relieved of all of its obligations under
this Agreement, except that the Company shall pay or provide the Employee (or his
estate, in the event of his subsequent death) the following amounts:
	 
	 	 	 	(1) Three, multiplied by the sum of Employee’s most recently set Target Bonus plus
his annual salary in effect immediately prior to the Change of Control, which amount
will be paid in a lump sum in cash within 30 days after the Employee’s date of
termination; and
	 
	 	 	 	(2) Partial Bonus, to be paid within 30 days after the Employee’s date of termination; and
	 
	 	 	 	(3) Continuation of Employee’s Group Health and Dental coverage and Exec-U-Care
program (including pursuant to COBRA to the extent applicable) for a period of
eighteen months beginning the month following such date of termination, with Employee
paying such amount of premiums as would have been applicable if Employee had remained
an employee of the Company.
	 
	 	 	 	The obligations of the Company under this Section 1.5(f) shall remain in effect for
twenty-four months after any Change of Control that occurs during the Employment Term
notwithstanding the fact that such twenty four month period may extend beyond the
expiration of the Employment Term.”




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	 	2.	 	The Employment Term of the Agreement is hereby extended to December 31, 2011.





     Except as is provided in this Amendment, the Agreement shall remain unchanged and
continue in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of this 1st
day of December, 2010.



	 	 	 	 	 
	 	SCI EXECUTIVE SERVICES, INC.

 	 
	 	By:  	/s/  Curtis G. Briggs
 	 
	 	 	Curtis G. Briggs, Vice President 	 
	 	 	 	 
	 
	 	EMPLOYEE

 	 
	 	/s/  Sumner J. Waring, III
 	 
	 	Sumner J. Waring, III 	 
	 	 	 
	 



’10.Employment Agreements.Amendment to EMP AGRMT.Senior VP.SJW,III





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