<PAGE>
EXHIBIT 10.13
THIS AGREEMENT MADE EFFECTIVE THE 20TH DAY
OF AUGUST, 2004.
Between:
Laidlaw International, Inc., a Delaware corporation ("Laidlaw")
and
Beth Byster Corvino (the "Executive")
WHEREAS, Laidlaw desires to employ the
Executive and the Executive desires to be
employed by Laidlaw;
NOW THEREFORE, the parties have agreed that
the terms and conditions of the
relationship shall be as follows:
ARTICLE 1 -- DEFINITIONS
Whenever used in this Agreement, the
following terms shall have the meanings set
forth below, and when the meaning is
intended, the initial letter of the word is
capitalized:
(a)
"Agreement" means this employment agreement, as amended from time
to
time.
(b) "Base
Salary" means the salary of record paid to the Executive as
annual salary, and as further indicated in paragraph (a) of Article
4
(Compensation).
(c) "Board"
means the Board of Directors of Laidlaw.
(d) "Cause"
means the Executive's:
(i) Willful
and continued failure to perform substantially the
Executive's duties with Laidlaw after Laidlaw delivers to the
Executive written demand for substantial performance,
specifically identifying the manner in which the Executive has
not substantially performed his duties;
(ii)
Conviction of an indictable offense; or
(iii)
Willfully engaging in illegal conduct or gross misconduct
which is materially and demonstrably injurious to Laidlaw.
For purposes of this paragraph and Article 13, no act or omission
by
the Executive shall be considered "willful" unless it is done
or
omitted in bad faith or without reasonable belief that the
Executive's
action or omission was in the best interests of Laidlaw.
(e)
"Committee" means the Compensation Committee of the Board.
1
<PAGE>
(f) "Effective
Date" means August 20, 2004.
(g)
"Executive" shall mean Beth Byster Corvino.
(h) "Laidlaw"
shall mean Laidlaw International Inc., a Delaware
corporation, including any and all subsidiaries or any
successor
thereto.
ARTICLE 2 -- TERM OF THE AGREEMENT
The term of this Agreement shall commence
on the Effective Date and shall
continue until terminated in accordance
with the provisions of this Agreement.
ARTICLE 3 -- TITLE; COMMENCEMENT OF
EMPLOYMENT; REPORTING
The Executive shall serve as the Senior
Vice President, General Counsel and
Corporate Secretary of Laidlaw. The
Executive shall report to the Chief
Executive Officer.
ARTICLE 4 -- COMPENSATION
(a) Unless
otherwise provided, all dollar amounts set forth in this
Agreement shall be in United States Dollars. The Base Salary of
the
Executive for her services is established by the Committee at
the
annualized
rate of $320,000. The Base Salary shall be payable twice
monthly on the 15th business day and the last business day of
each
month. The Base Salary shall be reviewed annually during
Laidlaw's
normal review period. The review will be undertaken by assessing
the
Executive's achievement of the overall objectives established by
the
Committee in consultation with the Executive and with regard to
the
market rates of remuneration paid for similar duties and
responsibilities.
(b) The
Executive will be eligible to participate in Laidlaw's Short
Term
Incentive Plan. For the fiscal year commencing September 1, 2004,
the
Executive's target bonus shall be 60% of Base Salary and the
maximum
bonus shall be 120% of Base Salary. The Executive's right to
receive
any bonus under Laidlaw's Short Term Incentive Plan shall be
determined
based only upon quantitative measurements established by the
Committee
after consultation with the Executive and as set forth in
accordance
with Laidlaw's Short Term Incentive Plan.
(c) The
Executive shall participate in The Supplemental Executive
Retirement Plan sponsored by Laidlaw for the benefit of its
employees.
(d) Subject to
approval by the Committee, the Executive will be eligible to
receive grants of stock options from time to time. Such stock
options
will be on terms and conditions established by the Committee
after
consultation with the Executive.
ARTICLE 5 -- BENEFITS
(a)
AUTOMOBILE
Laidlaw will provide the Executive with a monthly allowance of
One
Thousand Dollars ($1,000.00) for expenses incurred by the Executive
for
an automobile
and its
2
<PAGE>
related operating expenses. Laidlaw shall also reimburse the
Executive
for reasonable gas and insurance expenses as incurred, provided
that
the Executive provides to Laidlaw an itemized written account
and
receipts acceptable to Laidlaw.
(b)
EXPENSES
It is understood and agreed that the Executive will incur expenses
in
connection with her duties under this Agreement, including, but
not
limited to, travel expenses, home facsimile expenses, personal
computer
expenses and telephone expenses. Laidlaw shall reimburse the
Executive
for any such expenses provided that the Executive provides to
Laidlaw
an itemized written account and receipts acceptable to Laidlaw.
(c)
VACATION
The Executive shall be entitled to six (6) weeks vacation during
each
calendar year. The vacation shall be taken at the discretion of
the
Executive with the
understanding that the Executive will take into
account business needs and operations in scheduling vacation.
All
vacation earned must be taken by the end of the calendar year
following
accrual or it is forfeited.
(d) WELFARE
BENEFITS
The Executive shall be entitled to those welfare benefit coverages
as
are offered by Laidlaw to its employees generally (such as
medical
insurance, dental insurance, short and long-term disability
insurance
and group term life insurance), all in accordance with the
employee
benefit plans and policies maintained by Laidlaw for the benefit
of
employees of Laidlaw, and as amended from time to time.
(e) CLUB
MEMBERSHIP
Laidlaw will reimburse the Executive for the one-time initiation
fee in
one business club that the Executive will use in connection
with
Laidlaw's business. Laidlaw will also reimburse the Executive
for
ongoing annual dues and business-related expenses incurred by
the
Executive in connection with the Executive's membership in such
business club.
(f)
PROFESSIONAL EXPENSES
Laidlaw will reimburse the Executive for up to Five Thousand
Dollars
($5,000.00) annually for expenses incurred by the Executive in
connection with the Executive's tax preparation and financial
planning.
ARTICLE 6 -- TERMINATION OF EMPLOYMENT
(a) The
parties understand and agree that this Agreement and the
Executive's employment hereunder may be terminated in the
following
manner in the specified circumstances:
(i) By the
Executive, at any time, for any reason, on the giving
of 90 days' written notice to Laidlaw. Laidlaw may waive
notice, in whole or in part, upon immediate payment to the
Executive of the Executive's Base Salary for such portion of
the 90-day notice period as is waived by Laidlaw.
3
<PAGE>
(ii)
By Laidlaw, in its absolute discretion, without any notice or
pay in lieu thereof, for Cause.
(iii) By
Laidlaw, in its absolute discretion and for any reason,
without Cause. Upon such termination, Laidlaw shall (A)
continue to pay the Executive her Base Salary in effect at the
time of such termination for a period of 24 months following
such termination, (B)
provided such termination is following
the second anniversary of her employment with Laidlaw (or any
predecessor thereto) pay the Executive a monthly amount equal
to one-twelfth of the Executive's target bonus in effect at
the time of Executive's termination of employment for a period
of 24 months following such termination, and (C) shall
continue to provide
