EXHIBIT 10.5
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") made and entered into as of this 1st day of January, 1998,
by and between SCI EXECUTIVE SERVICES, INC., a Delaware corporation (the "Company") wholly owned
by SERVICE CORPORATION INTERNATIONAL, a Texas corporation (the "Parent") and successor by
assignment to all of the rights, duties and obligations under this Agreement, and L. William Heiligbrodt (the
"Employee");
WHEREAS, the Company, the Parent and the Employee desire to join in the execution of this Agreement to set
out more fully the rights, duties and obligations of the parties hereto;
WHEREAS, Employee is employed by the Company in a management capacity, has extraordinary access to the
Company's confidential business information, and has significant duties and responsibilities in connection with the
conduct of the Company's business which places Employee in a special and uncommon classification of
employees; and
WHEREAS, attendant to Employee's employment by the Company, the Company and Employee wish for there
to be a complete understanding and agreement between the Company and Employee with respect to the fiduciary
duties owed by Employee to the Company; Employee's obligation to avoid conflicts of interest, disclose pertinent
information to the Company, and refrain from using or disclosing the Company's information; the term of
employment and conditions for or upon termination thereof; the compensation and benefits owed to Employee;
and the post-employment obligations Employee owes to the Company; and
WHEREAS, but for Employee's agreement to the covenants and conditions of this Agreement, particularly the
conflict of interest provisions, the provisions with respect to confidentiality of information and the ownership of
intellectual property, and the post-employment obligations of Employee, the Company would not have entered
into this Agreement;
NOW, THEREFORE, in consideration of Employee's continued employment by the Company and the mutual
promises an