CARRIAGE SERVICES INC
EXHIBIT 10.31
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>14
<FILENAME>a2043597zex-10_31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>

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                                                                   EXHIBIT 10.31

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT, made effective as of the 1st day of January, 2001, is
between CARRIAGE SERVICES, INC., a Delaware corporation (the "Company"), and
GREG M. BRUDNICKI, a resident of Bay County, Florida (the "Employee").

      1. Employment Term. The Company hereby continues the employment of the
Employee for a term commencing effective on the date first above written and,
subject to earlier termination as provided in Section 7 hereof, continuing until
December 31, 2003 (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. 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 adminis trative duties of Senior Vice President
of Cemetery Operations of the Company. It is anticipated that the Employee shall
be primarily responsible for the Company's cemetery operations in the Eastern
Region. The Employee shall also serve as Senior Vice President of 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. Extent of Service. The Employee shall devote his full business time and
attention to the business of the Company, and, except as may be specifically
permitted by the Company, shall not be engaged in any other business activity
during the term of this Agreement. The foregoing shall not be construed as
preventing the Employee from making passive investments in other businesses or
enterprises, provided, however, that such investments will not require services
on the part of the Employee which would in any way impair the performance of his
duties under this Agreement.

      4. Compensation. During the term of this Agreement, the Company shall pay
the Employee a salary of $12,500.00 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.

      5. Benefits. In addition to the base salary under Section 4, the Employee
shall be entitled to participate in the following benefits during the term of
this Agreement:
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            (a) Consideration for an annual performance-based bonus within the
      sole discretion of the Company, as may be recommended by the Chief
      Executive Officer and, if applicable, approved by the Compensation
      Committee of the Company's Board of Directors.

            (b) Eligibility for consideration of incentive stock options under
      the terms of one or more of the Company's stock option plans.

            (c) Such other employee benefits as are available generally to
      employees of the Company.

      6. Certain Additional Matters. The Employee agrees that at all times
during the term of this Agreement and for the two-year period specified in
Section 8:

            (a) The Employee will not knowingly or intentionally do or say any
      act or thing which will or may impair, damage or destroy the goodwill and
      esteem for the Company of its suppliers, employees, patrons, customers and
      others who may at any time have or have had business relations with the
      Company.

            (b) The Employee will not reveal to any third person any difference
      of opinion, if there be such at any time, between him and the management
      of the Company as to its personnel, policies or practices.

            (c) The Employee will not knowingly or intentionally do any act or
      thing detrimental to the Company or its business.

      7. Termination.

            (a) Death. If the Employee dies during the term of this Agreement
      and while in the employ of the Company, this Agreement shall automatically
      terminate and the Company shall have no further obligation to the Employee
      or his estate except that the Company shall pay the Employee's estate that
      portion of the Employee's base salary under Section 4 accrued through the
      date on which the Employee's death occurred. Such payment of base salary
      to the Employee's estate shall be made in the same manner and at the same
      times as they would have been paid to the Employee had he not died.

            (b) Disability. If during the term of this Agreement, the Employee
      shall be prevented from performing his duties hereunder by reason of
      disability, and such disability shall continue for a period of six months,
      then the Company may terminate this Agreement at any time after the
      expiration of such six-month period. For purposes of this Agreement, the
      Employee shall be deemed to have become disabled when the Company, upon
      the advice of a qualified physician, shall have determined that the
      Employee has become physically or mentally incapable (excluding infrequent
      and temporary absences due to ordinary illness) of performing his duties
      under this Agreement. In the event of a termination pursuant to this


                                      -2-
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      paragraph (b), the Company shall be relieved of all its obligations under
      this Agreement, except that the Company shall pay to the Employee (or his
      estate in the event of his subsequent death) the Employee's base salary
      under Section 4 through the date on which such termination shall have
      occurred, reduced during such period by the amount of any benefits
      received under any disability policy maintained by the Company. All such
      payments to the Employee or his estate shall be made in the same manner
      and at the same times as they would have been paid to the Employee had he
      not become disabled.

            (c) Discharge for Cause. Prior to the end of the term of this
      Agreement, the Company may discharge the Employee for Cause and terminate
      this Agreement. In such case this Agreement shall automatically terminate
      and the Company shall have no further obligation to the Employee or his
      estate other than to pay to the Employee (or his estate in the event of
      his subsequent death) that portion of the Employee's salary accrued
      through the date of termination. For purposes of this Agreement, the
      Company shall have "Cause" to discharge the Employee or terminate the
      Employee's employment hereunder upon (i) the Employee's commission of any
      felony or any other crime involving moral turpitude, (ii) the Employee's
      failure or refusal to perform all of his duties, obligations and
      agreements herein contained or imposed by law, including his fiduciary
      duties, to the reasonable satisfaction of the Company, (iii) the
      Employee's commission of acts amounting to gross negligence or willful
      misconduct to the material detriment of the Company, or (iv) the
      Employee's breach of any provision of this Agreement or uniformly applied
      provisions of the Company's employee handbook.

            (d) Discharge Without Cause. Prior to the end of the term of this
      Agreement, the Company may discharge the Employee without Cause (as
      defined in paragraph (c) above) and terminate this Agreement. In such case
      this Agreement shall automatically terminate and the Company shall have no
      further obligation to the Employee or his estate, except that the Company
      shall continue to pay to the Employee (or his estate in the event of his
      subsequent death) the Employee's base salary under Section 4, and shall
      continue to include the Employee in any group health and hospitalization
      insurance program on the same terms as other employees of the Company, for
      the remainder of the term of this Agreement. All such payments to the
      Employee or his estate shall be made in the same manner and at the same
      times as they would have been paid to the Employee had he not been
      discharged.

      8. Restrictive Covenants. If the employment of the Employee is terminated
for any reason (including voluntary resignation), then the Employee agrees that
for a period of two (2) years thereafter, he will not, directly or indirectly:

            (i) alone or for his own account, or as a officer, director,
      shareholder, partner, member, trustee, employee, consultant, advisor,
      agent or any other capacity of any corporation, partnership, joint
      venture, trust, or other business organization or entity, encourage,
      support, finance, be engaged in, interested in, or concerned with (x) any
      of the companies and entities described on Schedule I hereto, except to
      the extent that any activities


                                      -3-
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      in connection therewith are confined exclusively outside the Continental
      United States, or (y) any other funeral, cemetery or other death care
      business having an office or being conducted within a radius of fifty (50)
      miles of any funeral home, cemetery or other death care business owned or
      operated by the Company or any of its subsidiaries at the time of such
      termination;

            (ii) induce or assist anyone in inducing in any way any employee of
      the Company or any of its subsidiaries to resign or sever his or her
      employment or to breach an employment contract with the Company or any
      such subsidiary; or

            (iii) own, manage, advise, encourage, support, finance, operate,
      join, control, or participate in the ownership, management, operation, or
      control of or be connected in any manner with any business which is or may
      be in the funeral, mortuary, crematory, cemetery or burial insurance
      business or in any business related thereto (x) as part of any of the
      companies or entities listed on Schedule I, or (ii) otherwise within a
      radius of fifty (50) miles of any funeral home, cemetery or other death
      care business owned or operated by the Company or any of its subsidiaries
      at the time of such termination.

      Notwithstanding the foregoing, the above covenants shall not prohibit the
passive ownership of not more than one percent (1%) of the outstanding voting
securities of any entity. The foregoing covenants shall not be held invalid or
unenforceable because of the scope of the territory or actions subject hereto or
restricted hereby, or the period of time within which such covenants
respectively are operative, but the maximum territory, the action subject to
such covenants and the period of time they are enforceable are subject to any
determination by a final judgment of any court which has jurisdiction over the
parties and subject matter.

      9. Confidential Information. The Employee acknowledges that in the course
of his employment by the Company he has received and will continue to receive
certain trade secrets, lists of customers, management methods, operating
techniques, prospective acquisitions, employee lists, training manuals and
procedures, personnel evaluation procedures, financial reports and other con
fidential information and knowledge concerning the business of the Company and
its affiliates (here inafter collectively referred to as "Information") which
the Company desires to protect. The Employee understands that the Information is
confidential and he agrees not to reveal the Information to anyone outside the
Company so long as the confidential or secret nature of the Information shall
continue. The Employee further agrees that he will at no time use the
Information in competing with the Company. Upon termination of this Agreement,
the Employee shall surrender to the Company all papers, documents, writings and
other property produced by his or coming into his possession by or through his
employment or relating to the Information and the Employee agrees that all such
materials will at all times remain the property of the Company. The Employee
acknowledges that a remedy at law for any breach or attempted breach of the
foregoing provisions of this Section 9 or under Section 8 above will be
inadequate, and agrees that the Company shall be entitled to specific
performance and injunctive and other equitable relief in case of any such breach
or attempted breach.


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      10. Notices. All notices, requests, consents and other communications
under this Agreement shall be in writing and shall be deemed to have been
delivered on the date personally delivered or three business days after the date
mailed, postage prepaid, by certified mail, return receipt requested, or when
sent by telex or telecopy and receipt is confirmed, if addressed to the
respective parties as follows:

      If to the Employee:     Mr. Greg M. Brudnicki
                              2720 Tracy Lane
                              Panama City, Florida 32405

      If to the Company:      Carriage Services, Inc.
                              1900 St. James Place, 4th Floor
                              Houston, Texas 77056
                              Attn: President

Either party hereto may designate a different address by providing written
notice of such new address to the other party hereto.

      11. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such provision or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

      12. Assignment. This Agreement may not be assigned by the Employee.
Neither the Employee nor his estate shall have any right to commute, encumber or
dispose of any right to receive payments hereunder, it being agreed that such
payments and the right thereto are nonassignable and nontransferable.

      13. Binding Effect. Subject to the provisions of Section 12 of this
Agreement, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, the Employee's heirs and personal representatives, and the
successors and assigns of the Company.

      14. Captions. The section and paragraph headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

      15. Complete Agreement. This Agreement represents the entire agreement
between the parties concerning the subject hereof and supersedes all prior
agreements and arrangements between the parties concerning the subject thereof.
Without limiting the generality of the foregoing, this Agreement supersedes and
replaces the Employment Agreement dated effective November 21, 1997 between the
Employee and Carriage Services of Florida, Inc.


                                      -5-
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      16. Governing Law. A substantial portion of the Employee's duties under
this Agreement shall be performed at the Company's corporate headquarters in
Houston, Texas, and this Agreement has been substantially negotiated and is
being executed and delivered in the State of Texas. This Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of Texas.

      17. Counterparts. This Agreement may be executed in multiple original
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

                                    CARRIAGE SERVICES, INC.

                                    By: ________________________________________
                                        MELVIN C. PAYNE, Chief Executive Officer


                                    ____________________________________________
                                    GREG M. BRUDNICKI


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                                   SCHEDULE I
                                       TO
                              EMPLOYMENT AGREEMENT
                               (GREG M. BRUDNICKI)

1.    The following entities, together with all Affiliates thereof:

            Service Corporation International
            The Loewen Group Inc.
            Stewart Enterprises, Inc.
            Keystone Group Holdings, Inc.
            Meridian Mortuary Group, Inc.
            Cornerstone Family Services, Inc.
            Prime Succession, Inc.
            Hamilton Group, Inc.
            Century Group
            Saber Group
            Thomas Pierce & Co.

      For purposes of the foregoing, an "Affiliate" of an entity is a person
      that directly or indirectly controls, is under the control of or is under
      common control with such entity.

2.    Any new entity which may hereafter be established which acquires any
      combination of ten or more funeral homes and/or cemeteries from any of the
      entities described in 1. above.

3.    Any funeral home, cemetery or other death care enterprise which is managed
      by any entity described in 1. or 2. above.

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