INDEMNIFICATION OF DIRECTORS
AND OFFICERS OF ADDITIONAL REGISTRANTS
The following
summarizes the indemnification of the directors and officers of subsidiaries of Carriage Services, Inc. that are additional registrants under this registration statement.
Delaware Additional Registrants
Carriage Funeral Holdings, Inc., CFS Funeral Services, Inc., Carriage Holding Company, Inc., Carriage Management, Inc., Carriage Life
Events, Inc., Carriage Pennsylvania Holdings, Inc., Carriage Funeral Management, Inc., Carriage Florida Holdings, Inc., Carriage Services Investment Advisors, Inc., PNCA, Inc., Carriage Operations, Inc., Carriage Services of Tennessee, Inc., each a
Delaware corporation (each a Delaware Corporate Subsidiary).
The indemnification provisions of the DGCL described in
Indemnification of Directors and Officers of Carriage Services, Inc. above also relate to the directors and officers of each Delaware Corporate Subsidiary.
The bylaws of each Delaware Corporate Subsidiary contain indemnification provisions that provide for the indemnification of its directors and
officers to the fullest extent permitted by the DGCL, as amended. In addition, the bylaws of each Delaware Corporate Subsidiary specifically authorize each corporation to purchase and maintain insurance to protect itself and its directors and
officers against any expense, liability or loss, whether or not the corporation would have the power to indemnify such persons against such expense, liability or loss under its bylaws. The bylaws of each Delaware Corporate Subsidiary also permit the
corporation to authorize the advancement or reimbursement of expenses to any of its director or officer, subject to a written undertaking by such person to repay such amounts if it is later determined that the indemnitee is not entitled to
indemnification.
The certificate of incorporation of each Delaware Corporate Subsidiary contains provisions eliminating a directors
personal liability for monetary damages for breach of fiduciary duty as a director, except in circumstances involving: (i) a breach of a directors duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing violations of law, (iii) the unlawful payment of dividends or stock purchase or redemption, or (iv) transactions from which a director derived an improper personal benefit.
Carriage Team California (Cemetery), LLC, Carriage Team California (Funeral), LLC, Carriage Team Florida (Cemetery), LLC, Carriage Team
Florida (Funeral), LLC, Carriage Services of Ohio, LLC, Carriage Team Kansas, LLC, each a Delaware limited liability company (each, a Delaware LLC Subsidiary).
Section 18-108 of the Delaware Limited Liability Company Act (DLLCA), provides that,
subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member, manager or other person from and
against any and all claims and demands whatsoever.
The limited liability company agreement of each Delaware LLC Subsidiary contains
indemnification provisions that provide for the indemnification of its managers, and authorize the indemnification of its officers, to the fullest extent permitted by the DLLCA, as amended. Each limited liability company agreement expressly
acknowledges that such indemnification could involve indemnification for negligence or under theories of strict liability. In addition, the limited liability company agreement of each Delaware LLC Subsidiary specifically authorizes the company to
purchase and maintain insurance to protect itself and its managers and officers against any expense, liability or loss, whether or not the company would have the power to indemnify such persons against such expense, liability or loss under its
limited liability company agreement. The limited liability company agreement of each Delaware LLC Subsidiary also permits the company to authorize the advancement or reimbursement of expenses to any of its managers, subject to a written undertaking
by such person to repay such amounts if it is later determined that the indemnitee is not entitled to indemnification.
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