Calloways Nursery Inc Watch

from 10-K ~5 pages Form of Indemnification Agreement

from 10-K 1 page Management Profit Bonus Plan for the Fiscal Year

from 10-K 1 page President Profit Bonus Plan for the Fiscal Year

from 10-K405 1 page Monthly Sales Gain Bonus Plan

from 10-K405 ~5 pages Profit Improvement Bonus Plan

from 10-K405 1 page Improvement Bonus Plan

from 10-K405 1 page <page> Exhibit (10)(r) Extension No. 2 of Employment Agreement This Extension of Employment Agreement (The "Agreement") Is Entered Into as of the 9th Day of May 2001, by and Between Calloway's Nursery, Inc., a Texas Corporation ("Employer") and John S. Peters ("Employee"). Whereas, Employee Has Been Employed by Employer Under the Terms of an Employment Agreement Dated July 2, 1991 (The "Original Agreement"), Which Was Extended on July 2, 1996 ("Extension No. 1"), Which Would Terminate by Its Terms on July 2, 2001; and Whereas, Employer and Employee Each Desire to Renew and Extend the Term of the Original Agreement, as Amended by Extension No. 1; Now Therefore, in Consideration of the Premises and of the Mutual Covenants and of the Mutual Covenants and Agreement Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Acknowledged, the Parties Agree as Follows: 9. in Accordance With the Provisions of the Last Sentence of Section 3 of the Original Agreement, the Term, as Defined in That Agreement, Is Amended So That It Will End on July 2, 2006, Unless Earlier Terminated by Either Party Pursuant to Its Terms. 10. the Address for the Employer in Section 10 Is Amended to Read as Follows: Calloway's Nursery, Inc. 4200 Airport Freeway, Suite 200 Fort Worth, Tx 76117-6200 11. the Salary in Section 4(a) Is Amended to $175,000. 12. Except as Amended by Extension No. 1 and by This Extension No. 2, All of the Terms and Provisions of the Original Agreement Are Ratified, Confirmed and Approved. Employer: Calloway's Nursery, Inc. By: /S/ James C. Estill James C. Estill, President Employee: By: /S/ John S. Peters John S. Peters

from 10-K405 1 page <page> Exhibit (10)(q) Extension No. 2 of Employment Agreement This Extension of Employment Agreement (The "Agreement") Is Entered Into as of the 9th Day of May 2001, by and Between Calloway's Nursery, Inc., a Texas Corporation ("Employer") and John T. Cosby ("Employee"). Whereas, Employee Has Been Employed by Employer Under the Terms of an Employment Agreement Dated July 2, 1991 (The "Original Agreement"), Which Was Extended on July 2, 1996 ("Extension No. 1"), Which Would Terminate by Its Terms on July 2, 2001; and Whereas, Employer and Employee Each Desire to Renew and Extend the Term of the Original Agreement, as Amended by Extension No. 1; Now Therefore, in Consideration of the Premises and of the Mutual Covenants and of the Mutual Covenants and Agreement Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Acknowledged, the Parties Agree as Follows: 5. in Accordance With the Provisions of the Last Sentence of Section 3 of the Original Agreement, the Term, as Defined in That Agreement, Is Amended So That It Will End on July 2, 2006, Unless Earlier Terminated by Either Party Pursuant to Its Terms. 6. the Address for the Employer in Section 10 Is Amended to Read as Follows: Calloway's Nursery, Inc. 4200 Airport Freeway, Suite 200 Fort Worth, Tx 76117-6200 7. the Salary in Section 4(a) Is Amended to $175,000. 8. Except as Amended by Extension No. 1 and by This Extension No. 2, All of the Terms and Provisions of the Original Agreement Are Ratified, Confirmed and Approved. Employer: Calloway's Nursery, Inc. By: /S/ James C. Estill James C. Estill, President Employee: By: /S/ John T. Cosby John T. Cosby

from 10-K405 1 page <page> Exhibit (10)(p) Extension No. 2 of Employment Agreement This Extension of Employment Agreement (The "Agreement") Is Entered Into as of the 9th Day of May 2001, by and Between Calloway's Nursery, Inc., a Texas Corporation ("Employer") and James C. Estill ("Employee"). Whereas, Employee Has Been Employed by Employer Under the Terms of an Employment Agreement Dated July 2, 1991 (The "Original Agreement"), Which Was Extended on July 2, 1996 ("Extension No. 1"), Which Would Terminate by Its Terms on July 2, 2001; and Whereas, Employer and Employee Each Desire to Renew and Extend the Term of the Original Agreement, as Amended by Extension No. 1; Now Therefore, in Consideration of the Premises and of the Mutual Covenants and of the Mutual Covenants and Agreement Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Acknowledged, the Parties Agree as Follows: 1. in Accordance With the Provisions of the Last Sentence of Section 3 of the Original Agreement, the Term, as Defined in That Agreement, Is Amended So That It Will End on July 2, 2006, Unless Earlier Terminated by Either Party Pursuant to Its Terms. 2. the Address for the Employer in Section 10 Is Amended to Read as Follows: Calloway's Nursery, Inc. 4200 Airport Freeway, Suite 200 Fort Worth, Tx 76117-6200 3. the Salary in Section 4(a) Is Amended to $225,000. 4. Except as Amended by Extension No. 1 and by This Extension No. 2, All of the Terms and Provisions of the Original Agreement Are Ratified, Confirmed and Approved. Employer: Calloway's Nursery, Inc. By: /S/ John Cosby John Cosby, Vice President Employee: By: /S/ James C. Estill James C. Estill

from 10-K405 ~5 pages Employment Agreement - C. Sterling Cornelius

from 10-K ~5 pages Store Management Compensation Plan

from 10-K 1 page Mid Management Profit Sharing Plan

from 10-K 1 page Management Profit Sharing Bonus Plan

from 10-K ~5 pages Store Management Compensation Plan

from 10-K 1 page Product Line Management Profit Sharing Plan

from 10-K 1 page Management Profit Sharing Bonus Plan

from 10-Q 1 page Exhibit (10)(o) Extension of Employment Agreement This Extension of Employment Agreement (The "Agreement"), Is Entered Into as of the 2nd Day of July, 1996, by and Between Calloway's Nursery, Inc., a Texas Corporation ("Employer"), and John S. Peters ("Employee"). Whereas, Employee Has Been Employed by Employer Under the Terms of an Employment Agreement Dated July 2, 1991 (The "Original Agreement"), Which Would Terminate by Its Terms on July 2, 1996; and Whereas, Employer and Employee Each Desire to Renew and Extend the Term of the Original Agreement: Now Therefore, in Consideration of the Premises and of the Mutual Covenants and Agreement Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Acknowledged, the Parties Agree as Follows: 1. in Accordance With the Provisions of the Last Sentence of Section 3 of the Original Agreement, the Term, as Defined in That Agreement, Is Amended So That It Will End on July 2, 2001, Unless Earlier Terminated by Either Party Pursuant to Its Terms. 2. the Address of the Employee in Section 10 Is Amended to Read as Follows: John S. Peters Xxxxxxxxxxxxx Xxxxxxxxxxxxx 3. the Address for the Employer in Section 10 Is Amended to Read as Follows: Calloway's Nursery, Inc. 4800 Blue Mound Road Fort Worth, Tx 76106-1911 4. Except as Amended by This Agreement, All of the Terms and Provisions of the Original Agreement Are Ratified, Confirmed and Approved. Employer: Calloway's Nursery, Inc. By: Its: Employee

from 10-Q 1 page Exhibit (10)(n) Extension of Employment Agreement This Extension of Employment Agreement (The "Agreement"), Is Entered Into as of the 2nd Day of July, 1996, by and Between Calloway's Nursery, Inc., a Texas Corporation ("Employer"), and John T. Cosby ("Employee"). Whereas, Employee Has Been Employed by Employer Under the Terms of an Employment Agreement Dated July 2, 1991 (The "Original Agreement"), Which Would Terminate by Its Terms on July 2, 1996; and Whereas, Employer and Employee Each Desire to Renew and Extend the Term of the Original Agreement: Now Therefore, in Consideration of the Premises and of the Mutual Covenants and Agreement Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Acknowledged, the Parties Agree as Follows: 1. in Accordance With the Provisions of the Last Sentence of Section 3 of the Original Agreement, the Term, as Defined in That Agreement, Is Amended So That It Will End on July 2, 2001, Unless Earlier Terminated by Either Party Pursuant to Its Terms. 2. the Address of the Employee in Section 10 Is Amended to Read as Follows: John T. Cosby Xxxxxxxxxxxxx Xxxxxxxxxxxxx 3. the Address for the Employer in Section 10 Is Amended to Read as Follows: Calloway's Nursery, Inc. 4800 Blue Mound Road Fort Worth, Tx 76106-1911 4. Except as Amended by This Agreement, All of the Terms and Provisions of the Original Agreement Are Ratified, Confirmed and Approved. Employer: Calloway's Nursery, Inc. By: Its: Employee

from 10-Q 1 page Exhibit (10)(m) Extension of Employment Agreement This Extension of Employment Agreement (The "Agreement"), Is Entered Into as of the 2nd Day of July, 1996, by and Between Calloway's Nursery, Inc., a Texas Corporation ("Employer"), and James C. Estill ("Employee"). Whereas, Employee Has Been Employed by Employer Under the Terms of an Employment Agreement Dated July 2, 1991 (The "Original Agreement"), Which Would Terminate by Its Terms on July 2, 1996; and Whereas, Employer and Employee Each Desire to Renew and Extend the Term of the Original Agreement: Now Therefore, in Consideration of the Premises and of the Mutual Covenants and Agreement Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Acknowledged, the Parties Agree as Follows: 1. in Accordance With the Provisions of the Last Sentence of Section 3 of the Original Agreement, the Term, as Defined in That Agreement, Is Amended So That It Will End on July 2, 2001, Unless Earlier Terminated by Either Party Pursuant to Its Terms. 2. the References in Section 2 of the Original Agreement to the Offices of "Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer" Is Amended to Refer Instead to "Chairman of the Board, President and Chief Executive Officer." 3. the Address of the Employee in Section 10 Is Amended to Read as Follows: James C. Estill Xxxxxxxxxxxxx Xxxxxxxxxxxxx 4. the Address for the Employer in Section 10 Is Amended to Read as Follows: Calloway's Nursery, Inc. 4800 Blue Mound Road Fort Worth, Tx 76106-1911 5. Except as Amended by This Agreement, All of the Terms and Provisions of the Original Agreement Are Ratified, Confirmed and Approved. Employer: Calloway's Nursery, Inc. By: Its: Employee