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”).
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.”
