EX-10.6 5 kiangranmayehagreementfi.htm EX-10.6
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (thi s "First Amendment") is executed and agreed to by and between Carriage Services, Inc., a Delaware corporation (the "Company"), and L. Kian Granmayeh ("Executi ve"), effecti ve as of February 2 1, 2024 (the "Amendment Effective Date"). WHEREAS, Executi ve and the Company entered into an Employment Agreement dated March 13, 2023 (the "Employment Agreement"); and WHEREAS , Executive and the Company desire Executive ' s continued employment with the Company under certain amended terms and conditions as set fo rth herein ; and WHEREAS, the parties now desire to further amend the Employment Agreement accordingly. NOW, THEREFORE, in consideration of the premises above, as we ll as considerat ion to be granted by the Company to the Executive in the fo llowing fo rm, the parties hereto agree as fo llows : 1. Section 6(f) of the Employment Agreement is hereby amended by deleting thi s section in its entirety and replacing it with the fo llowing language: "Reduction of Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a "di squalified individual" (as defined in Code Section 280G(c)), and the payments and benefi ts provided fo r in thi s Agreement, together with any other payments and benefi ts which Executi ve has the ri ght to receive from the Company or any of its Affili ates (co llectively, "Total Payments"), would constitute a "parachute payment" (as defined in Code Section 280G(b )(2)), then the payments and benefi ts provided fo r in thi s Agreement shall either (i) be paid in full , or (ii) be reduced (but not below zero) so that the present value of such Total Payments will be one dollar ($ 1.00) less than three times Executive ' s "base amount" (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefi ts received by Executi ve shall be subject to the excise tax imposed by Code Secti on 4999, whichever results in the receipt by Executive on an after-tax basis of the greatest amount of Total Payments (tak ing into account the applicable federal, state and local income taxes, the excise tax imposed by Code Section 4999 and all other taxes (including any interest and penalti es) payable by Executive). All determinations required to made under thi s Secti on 6(f), including whether reductions are necessary, shall be made in good faith by the Company, or, in the di scretion of the Company, by an accounting or fi nancial consulting firm selected in good fa ith by the Company fo r such purposes (the "Auditor"). The Auditor shall provide detailed supporting calculations both to the Company and to Executive. All fees and expenses of the Auditor shall be borne solely by the Company. The reduction of payments and benefi ts hereunder, if appli cable under clause (ii ) above, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in whi ch such pay ment or benefit would be paid or

provided (beginning with such payment or benefi t that would be made last in time and continuing, to the extent necessary, through to such pay ment or benefi t that would be made fi rst in time) and, then, reducing any benefi t to be provided in-kind hereunder in a similar order. If a reduced payment or benefi t is made or provided and through error or otherwise that pay ment or benefit , when aggregated with other payments and benefits from the Company (or its affili ates) used in determining if a "parachute pay ment" exists, exceeds one doll ar ($ 1.00) less than three times Executive ' s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in thi s Section 6(f) sha ll require the Company to be responsible for, or have any liability or obligation with respect to, Executive ' s exc ise tax liabilities under Code Section 4999." 2. Except as otherwise provided herein, a ll other provisions of the Employment Agreement shall remain in effect. 3. Thi s First Amendment and the Employment Agreement (other than as amended above) constitute the entire agreement between the parti es on the subject of Executi ve ' s employment with the Company. 4. This First Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of laws principles thereof. 5. This First Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. IN WITNESS WHEREOF, the parti es hereto have executed and deli vered this First Amendment as of the date set fo rth above. By: u Vice Cha rman of the Board and Chief Executive Officer EXECUTIVE: L. Kian Granmayeh SIGNATU RE PAGE TO FIRST AM EN DM ENT TO L. KI AN GR ANMA YEl-l 'S EMPLOYMENT A GREEMENT