AGREEMENT

 

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                                                                   EXHIBIT 10.17

 

THIS AGREEMENT MADE EFFECTIVE THE 20TH DAY OF AUGUST, 2004.

 

Between:

 

         Laidlaw International, Inc., a Delaware corporation ("Laidlaw")

 

                                        and

 

                      Jeffery A. McDougle (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.

 

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(f)       "Effective Date" means August 20, 2004.

 

(g)       "Executive" shall mean Jeffery A. McDougle.

 

(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 Vice President and Treasurer of Laidlaw. The

Executive shall report to the Chief Financial 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 his services is established by the Committee at the

         annualized rate of $260,000. 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 50% of Base Salary and the maximum

         bonus shall be 100% 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.

 

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ARTICLE 5 -- BENEFITS

 

(a)       AUTOMOBILE

 

         Laidlaw will provide the Executive with a monthly allowance of Seven

         Hundred Fifty Dollars ($750.00) for expenses incurred by the Executive

         for an automobile and its related operating expenses.

 

(b)       EXPENSES

 

         It is understood and agreed that the Executive will incur expenses in

         connection with his 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 four (4) 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)       EXECUTIVE BENEFIT STIPEND

 

         Laidlaw shall pay the Executive an annual sum equal to Twenty Thousand

         Dollars ($20,000.00), in two equal installments (on January 1 and July

         1 of each year), grossed up to enable Executive to pay applicable

         income taxes. Such Stipend is intended to cover items such as

         automobile expenses, club memberships and professional advice.

 

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.

 

         (ii)      By Laidlaw, in its absolute discretion, without any notice or

                  pay in lieu thereof, for Cause.

 

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         (iii)     By Laidlaw, in its absolute discretion and for any reason,

                  without Cause. Upon such termination, Laidlaw shall (A)

                  continue to pay the Executive his Base Salary in effect at the

                  time of such termination for a period of 12 months following

                  such termination, (B) provided such termination is following

                  the second anniversary of his 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 12 months following such termination, and (C) shall

                  continue to provide the Executive medical insurance, dental

                  insurance and term life insurance for a period of 12 months

                  after termination, or, if such benefits cannot be provided by

                  Laidlaw, Laidlaw shall pay to the Executive an equivalent lump

                  sum cash amount in lieu of such benefits.

 

         In order to receive t