Exhibit 10.3
AMENDMENT TO EMPLOYMENT
AGREEMENT
BY THIS AMENDMENT, dated
December 30, 2008, made and entered into by Casella Waste
Systems, Inc., a Delaware Corporation with a principal address
of 25 Greens Hill Lane, Rutland, Vermont 05701 (the
“Company”) and John W. Casella, an individual, a
current resident of Rutland, Vermont 05701 (the
“Employee”).
WHEREAS, Company and Employee are
parties to that certain Employment Agreement, dated
December 8, 1999, wherein Employee is employed as President
and Chief Executive Officer of Company; and
WHEREAS, both Company and Employee
desire to amend the EA, effective January 1, 2009, to document
compliance with (and, as applicable, exemption from)
Section 409A of the Internal Revenue Code of 1986 and the
regulations issued thereunder, as each may be amended from time to
time (“Section 409A”);
NOW THEREFORE, in exchange for the
promises and mutual conditions contained herein, and other good and
valuable consideration, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1.
Section 3.2, Incentive
Compensation , is amended to insert the following sentence at
the end thereof, in order to clarify the time of
payment:
Any cash Bonus shall be paid during
the first quarter of the following fiscal year, and in any event no
later than 2 ½ months after the end of the later of the
Company’s fiscal year or the Employee’s taxable year
during which the Bonus was earned.
2.
Section 3.6, Fringe Benefits
and Perquisites , is amended to insert the following
immediately prior to the end thereof: “in accordance
with the Company’s policy with respect to senior executives
of the Company.”
3.
Section 4.4.1(b),
Acceleration Payment , is amended to insert the following
sentence at the end thereof, in order to clarify the time and form
of payment:
If payable, the Acceleration Payment
shall be paid in an immediate lump sum.
4.
Section 4.4.1(d), Good
Reason , is amended as follows, in order to comply with the
safe harbor definition in Section 409A:
·
in clause (i), to delete the phrase
“or which require travel significantly more time-consuming
than that required at commencement of this
Agreement”;
·
in clause (iii), to insert the word
“base” prior to the word
“compensation”;
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