UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2011
Carriage Services, Inc.
(Exact name of registrant as specified in is charter)
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| Delaware
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1-11961
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76-0423828 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code:
(713) 332-8400
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRAGNEMENTS OF CERTAIN OFFICERS. |
On January 4, 2011, Carriage Services, Inc. (the “Company”) entered into a First Amended and
Restated Employment Agreement dated January 4, 2011 (collectively, the “Agreements”) with each of
Terry E. Sanford, its Executive Vice President and Chief Financial Officer, Jay D. Dodds, its
Executive Vice President and Chief Operating Officer, J. Bradley Green, its Executive Vice
President and General Counsel, and George J. Klug, its Senior Vice President and Chief Information
Officer (each an “Executive” and collectively, the “Executives”), for terms expiring January 4,
2014 (subject to earlier termination or extension). The Agreements shall automatically be renewed
on an annual basis thereafter, unless terminated by either party thereto upon 60 days written
notice prior to the end of the term then in effect.
The Agreements provide that Mr. Sanford, Mr. Dodds, Mr. Green and Mr. Klug will receive a base
annual salary of $270,000, $300,000, $290,000 and $240,000, respectively. In addition, the
Executives shall be entitled to an annual, discretionary incentive award, based on the achievement
of specified corporate and individual performance goals established at the beginning of the year
determined by the Company’s Chief Executive Officer and the Compensation Committee of the Board of
Directors, as well as be eligible for awards of restricted stock and other long-term
incentive-based compensation under the terms of the Company’s 2006 Long Term Incentive Plan as
approved by the Compensation Committee of the Board of Directors.
Pursuant to the Agreements, in the event the Company discharges any of the Executives without
Cause (as defined in the Agreements), the Company shall continue to pay (1) such Executive his base
pay for a period of 18 months, (2) a pro rata amount of the annual incentive award for the year of
termination, (3) all benefits payable under any benefit plan or program of the Company, and (4)
medical continuation premiums for a period of up to 18 months. In the event the Company discharges
any of the Executives for Cause, the Company shall have no further obligation to such Executive or
his estate other than to pay that portion of the Executive’s salary accrued through the date of
termination.
If following a change in control an Executive voluntarily terminates his employment for Good
Reason (as defined in the Agreements) or is discharged without Cause, in either case, within 24
months following the change in control, then the Company shall pay (1) a lump sum payment equal to
one and one-half times the Executive’s base annual salary, (2) 100% of the annual incentive award
for the year of termination, (3) all benefits payable under any benefit plan or program of the
Company, and (4) medical continuation premiums for up to 36 months.
The foregoing is a summary of certain terms and conditions of the Agreements and is qualified
in its entirety by reference to the full text of the Agreements, copies of which are attached
hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.
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