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

Carriage Services, Inc.

Delaware		1-11961		76-0423828
(State or other jurisdiction of incorporation)		(Commission File Number)		(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))

 

 

ITEM 5.02		DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

     (e) Compensatory Arrangements of Certain Officers

     On February 7, 2008, the Compensation Committee of the Board of Directors of Carriage Services, Inc. (the “Company”), approved the following awards to officers of the Company pursuant to the 2006 Long-Term Incentive Plan and under the terms of the Performance Unit Award Agreements (the “Agreements”) attached in Exhibit 10.1 and 10.2 for the performance periods beginning August 7, 2007 and ending December 31, 2009 and beginning January 1, 2008 and ending December 31, 2010, respectively:

		UNITS AWARDED
		Performance Period Ending:
OFFICER/Grantee		December 31, 2009				December 31, 2010
Melvin C. Payne			300,000				300,000
Joseph Saporito			85,000				—
J. Bradley Green			70,000				70,000
George J. Klug			70,000				70,000
Terry E. Sanford			40,000				40,000
Kevin P. Musico			70,000				70,000
Jay D. Dodds			70,000				70,000
Katie S. Leahy			70,000				70,000
Shawn R. Phillips			—				70,000

     The Agreements provide the officers the opportunity to earn a cash payment at the end of the performance periods based on the change in the market price of the common stock of the Company during the performance periods compared to the total shareholder return of the companies constituting the Russell Midcap Index during the performance periods and compared with the total shareholder return achieved by a peer group consisting of Service Corporation International and Stewart Enterprises, Inc, during the performance periods. Each unit has a value of $1.00. The cash payment can range from 0% to 150% of the units awarded multiplied by the unit value.

     The Agreements for each officer are identical to the form and content of the Agreements in Exhibit 10.1 and 10.2 except for the number of performance units awarded, indicated above.

ITEM 9.01.		FINANCIAL STATEMENTS AND EXHIBITS.

(d) The exhibits are listed in the Exhibit Index set forth on the final page of this Current Report.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibits
10.1		Carriage Services, Inc. Performance Unit Award Agreement for award date August 7, 2007
10.2		Carriage Services, Inc. Performance Unit Award Agreement for award date January 1, 2008