EX-10.1 HULLIGAN EMPLOYMENT AGREEMENT

Exhibit 10.1

WASTE SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is dated as of August 23, 2007 by and between WASTE SERVICES, INC., a Delaware corporation (the “Company”) and WILLIAM P. HULLIGAN (the “Executive”):

WHEREAS, the Company desires to employ Executive in an executive capacity and Executive desires to enter into the Company’s employ upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.

EMPLOYMENT.

The Company shall employ Executive, and Executive shall be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement, effective as of August 23, 2007 (the “Effective Date”); provided, however that as a condition to effectiveness of this Agreement, the Company and Executive shall have entered into an Indemnification Agreement substantially in the form of Exhibit A attached hereto.

2.

TERM OF EMPLOYMENT.

The period of Executive’s employment under this Agreement (the “Employment Term”) shall begin on the Effective Date and shall continue until Executive’s employment is terminated in accordance with Section 5 below.

3.		DUTIES AND RESPONSIBILITIES.
(a)		Executive shall serve as Executive Vice President, U.S. Operations of the Company and shall report to the Chief Executive Officer of the Company. In such capacity, Executive shall have responsibility and authority and shall perform the duties necessary to carry out those responsibilities and exercise that authority, as may be assigned to Executive from time to time by the Chief Executive Officer and/or by the Board of Directors of the Company (the “Board of Directors”) or a duly authorized committee thereof.
(b)		During the Employment Term, Executive shall devote his full time and attention during normal business hours to the affairs of the Company and use his best efforts to perform faithfully and efficiently his duties and responsibilities; provided, however, that subject to the limitations of Section 8 hereof and to the prior approval of the Chief Executive Officer of the Company, Executive may serve on corporate, industry, civic or charitable Boards or committees as long as such activities do not interfere with the performance of Executive’s responsibilities to the Company. Executive agrees to act at all times in the best interests of the Company and to take no action or make any statement, oral or written, which could reasonably be expected by Executive to injure the Company’s business, financial condition, results of operations, prospects, interests or reputation.

(c)		Executive agrees to comply at all times during the Employment Term with all applicable policies, rules, codes and regulations of the Company in effect from time to time, including, without limitation, all applicable codes of ethics or conduct and all policies regarding trading in the Company’s common stock.
4.		COMPENSATION AND BENEFITS.
(a)		BASE SALARY. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $300,000, or such higher rate as may be determined from time to time by the Board of Directors or a duly authorized committee thereof (such amount, as increased from time to time, the “Base Salary”). Such Base Salary shall be paid on the Company’s regular pay days in accordance with the Company’s standard payroll practice for executive officers, subject only to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of the Company for insurance and other employee benefit plans. For all purposes under this Agreement, Executive’s Base Salary shall include any amount which is deferred under any nonqualified plan or arrangement of the Company.
(b)		INCENTIVE COMPENSATION.

	(i)		ANNUAL CASH BONUS. In addition to the Base Salary, Executive shall be eligible for an annual cash bonus (either pursuant to a bonus or incentive plan or program of the Company or otherwise) for each fiscal year during the Employment Term. Executive’s target annual cash bonus will be equal to 100% (the “Target Bonus Rate”) of his Base Salary in effect at the beginning of the relevant fiscal year. The amount of the annual cash bonus, which may be higher or lower than the Target Bonus Rate, shall be determined by the Board of Directors or a duly authorized committee thereof based upon applicable corporate and individual performance targets established by the Board of Directors or such committee in its sole discretion (the “Annual Bonus”). For all purposes under this Agreement, Executive’s Annual Bonus shall include any amount which is deferred under any nonqualified plan or arrangement of the Company.
	(ii)		LONG-TERM OR SUPPLEMENTAL INCENTIVE COMPENSATION. Executive shall be eligible to participate in any supplemental and/or long-term incentive compensation plans or programs (which may consist of stock options, restricted stock, long-term cash awards or other forms of long-term or supplemental incentive compensation) generally made available to full-time senior executive officers of the Company.

(c)		BENEFIT PLANS. Executive shall be eligible to participate in and receive benefits under all retirement, health and welfare benefit plans, programs and arrangements which are from time to time available to full-time senior executive officers of the Company in accordance with the terms and conditions of such plans, programs and arrangements in effect from time to time. Such benefit plans, programs and arrangements will include family medical, family dental and family vision benefit plans and short-term and long-term disability plans, and may include, without limitation, life insurance plans, accidental death insurance plans, travel accident insurance plans, savings and retirement plans and pension plans (all such benefit plans, the “Benefit Plans”). At his option, Executive may pay directly the premiums for coverage under the above-mentioned disability plans and have the Company pay to him, as additional income, an amount equal to the amount of those premiums. Executive agrees to submit to a physical examination from time to time as requested by the Company to facilitate Executive’s participation in one or more Benefit Plans. The Company may terminate or reduce benefits under any such plans, programs or arrangements to the extent such reductions apply uniformly to all full-time senior executive officers of the Company, and Executive’s benefits shall be reduced or terminated accordingly. The Company’s obligations under this Section 4(c) are expressly conditioned on Executive and his family dependents taking all reasonable actions (including but not limited to enrolling in all health and welfare benefit programs, plans and arrangements which are from time to time available to the Company’s full-time senior executive officers as and when Executive and his family dependents become eligible to participate in such programs, plans and arrangements) and providing all information as the Company shall reasonably request and as is necessary for the Company to fulfill such obligations.
(d)		VACATION. In addition to normal statutory holidays recognized by the Company, Executive shall be entitled to the greater of (a) four weeks of paid vacation for each fiscal year during the Employment Term and (b) such other amount of paid vacation as may be afforded executive officers under the Company’s policies in effect from time to time (“Vacation Time”).
(e)		EXPENSE REIMBURSEMENT. The Company shall promptly reimburse Executive for travel and other out-of-pocket expenses incident to his position in accordance with the Company’s customary practices applicable to full-time senior executive officers. To the extent that these expense reimbursements are reportable as taxable income, they will be grossed up to include the tax due on them.
(f)		REIMBURSEMENT OF CERTAIN TAX EXPENSES. The Company shall, upon written demand by Executive accompanied by supporting invoices, promptly reimburse Executive for all costs and expenses (including reasonable legal, accounting and other advisory fees) incurred by Executive to (i) determine, in any tax year of Executive, the tax consequences to Executive of any amount payable (or reimbursable) under Section 7 hereof, or (ii) prepare responses to an Internal Revenue Service audit of, and to otherwise defend, his personal income tax return for any year during the Employment Term or to defend himself in any administrative proceeding or civil litigation relating to any such tax return, in each case that is occasioned by or related to any audit by the Internal Revenue Service of the Company’s income tax returns; provided, however , in no event shall the Company be required to reimburse Executive for costs and expenses in excess of seventy-five thousand United States dollars ($75,000 USD) in any given fiscal year pursuant to this Section 4(e).
(g)		FRINGE BENEFITS AND PERQUISITES. Executive shall be eligible to participate in and receive benefits under all fringe benefit plans, practices, policies and programs of the Company to the same extent, and subject to the same terms and conditions, as those arrangements are made available to full-time senior executive officers of the Company.

5.

TERMINATION OF EMPLOYMENT.

Executive’s employment under this Agreement may be terminated under any of the circumstances set forth in this Section 5. Upon termination, Executive (or his beneficiaries or estate as the case may be) shall be entitled to receive the compensation and benefits described in Section 6 and, if applicable, Section 7 below.

(a)		DEATH. Executive’s employment hereunder shall terminate automatically upon Executive’s death.
(b)		TOTAL DISABILITY. The Company may terminate Executive’s employment hereunder, by written notice to Executive delivered in accordance with Sections 5(g) and 16 hereof, upon a determination pursuant to this Section 5(b) that Executive is “Totally Disabled.” For purposes of this Agreement, for the purposes of this provision, “Totally Disabled” shall have the same meaning as it has under the long-term disability policy covering Executive pursuant to paragraph 4(c) herein. Executive’s receipt of disability benefits under the Company’s long-term disability plan shall be deemed conclusive evidence of Total Disability for purposes of this Agreement.
(c)		TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate Executive’s employment hereunder for “Cause” at any time, by written notice to Executive delivered in accordance with Sections 5(g) and 15 hereof.

(i)

For purposes of this Agreement, the term “Cause” shall mean any of the following: (A) conviction of a crime (including conviction on a nolo contendre plea) involving the commission by Executive of a felony or of a misdemeanor involving, in the good faith judgment of the Board of Directors, fraud, dishonesty or moral turpitude; (B) Executive’s deliberate and continual refusal to perform the duties and responsibilities assigned to Executive under this Agreement (other than as a result of vacation permitted under this Agreement, sickness, illness or injury); (C) fraud or embezzlement by Executive, determined in accordance with the Company’s normal, internal investigative procedures consistently applied; (D) gross misconduct or gross negligence by Executive in connection with the business of the Company or an Affiliate (as defined herein) unless Executive reasonably believed, in good faith, that his acts or omissions were in or not opposed to the best interests of the Company (without intent of Executive to gain therefrom, directly or indirectly, a profit to which he was not legally entitled); or (E) any material breach by Executive of any of the provisions of Section 8 of this Agreement or of any provisions of the Confidentiality and Proprietary Information Agreement (as defined herein); provided, however, that the occurrence of an act or omission covered by clauses (B), (D) or (E) of this paragraph 5(c)(i) shall not constitute “Cause” if Executive remedies such act or omission within ten (10) business days after delivery by the Company of written notice to Executive in accordance with Section 15 hereof specifying in reasonable detail the facts and circumstances believed by the Company to constitute such “Cause.”

(ii)

Any determination of Cause under this Agreement shall be made by resolution duly adopted by the affirmative vote of at least two-thirds of the members of the Board of Directors (not including Executive if Executive is a member of the Board of Directors) at a meeting of the Board of Directors called and held for that purpose; provided that Executive shall have been given written notice of such meeting by certified mail at least ten (10) business days prior to the meeting and shall have been given the opportunity to be heard by the Board of Directors before such resolution is passed. The failure by the Company to follow the procedures set forth in this Section 5(c)(ii) shall result in the termination of the Executive’s employment being deemed to be a termination by the Company without Cause.

(d)

TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may terminate his employment hereunder for Good Reason after delivery by Executive of written notice to the Company in accordance with Sections 5(g) and 15 hereof within sixty (60) days after the occurrence of a Good Reason Event (as hereinafter defined). For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events (each a “Good Reason Event”) without Executive’s written consent during the Employment Term:

	(i)		A change in Executive’s responsibilities or titles or any other action by the Company which represents a material diminution of Executive’s position, status or authority, except in connection with or as a result of the termination of Executive’s employment pursuant to any provision of this Section 5 (a “Diminution”); provided, however that such Dimunition shall not constitute “Good Reason” or a “Good Reason Event” if the Company remedies such Dimunition within ten (10) business days after delivery by Executive of written notice to the Company in accordance with Section 15 hereof specifying in reasonable detail the facts and circumstances believed by Executive to constitute such Dimunition.
	(ii)		A reduction by the Company in Executive’s Base Salary.
	(iii)		A material breach by the Company of Section 4(c) hereof; provided, however that such a breach shall not constitute “Good Reason” or a “Good Reason Event” if the Company remedies such breach within ten (10) business days after delivery by Executive of written notice to the Company in accordance with Section 15 hereof specifying in reasonable detail the facts and circumstances believed by Executive to constitute a material breach of Section 4(c).
	(iv)		The failure by the Company to pay Executive any material amount of his Base Salary, or any material amount of other compensation, that is due and payable under this Agreement within ten (10) business days after Executive makes written demand for such amount.
	(v)		The failure by the Company to enter into a written agreement with any entity that purchases all or substantially all of the assets of the Company or any entity into which the Company is merged (each a “Successor”) pursuant to which such Successor agrees to assume all of the obligations of the Company under this Agreement at and effective as of the closing of such sale of assets or merger.

(e)		VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate his employment hereunder without Good Reason at any time during the Employment Term after providing thirty (30) days’ written notice to the Company delivered in accordance with Sections 5(g) and 15 hereof.
(f)		TERMINATION BY THE COMPANY WITHOUT CAUSE. At any time during the Employment Term, the Company may terminate Executive’s employment hereunder without Cause by written notice to Executive delivered in accordance with Sections 5(g) and 15 hereof. For purposes of this Agreement, Executive’s employment will be deemed to have been terminated “Without Cause” if Executive is terminated by the Company for any reason other than Death pursuant to Section 5(a), Total Disability pursuant to Section 5(b), or Cause pursuant to Section 5(c).
(g)		NOTICE OF TERMINATION. Any termination of Executive’s employment by the Company for Cause pursuant to Section 5(c), without Cause pursuant to Section 5(f), or as a result of Executive’s Total Disability pursuant to Section 5(b), or by Executive for Good Reason pursuant to Section 5(d), shall be communicated by Notice of Termination to the other party hereto given in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specifies the effective date of termination, if such date is other than the date of receipt of such notice (which effective date shall not be (A) less than ten (10) business days after the giving of such notice in the case of termination by Executive for Good Reason or (B) more than 15 days after the giving of such notice in all other cases). Any voluntary termination of Executive’s employment by Executive pursuant to Section 5(e) shall be communicated by written notice to the Company specifying (i) that Executive wishes to terminate his employment with the Company pursuant to Section 5(e) hereof and (ii) indicating the effective date of termination (which effective date shall not be less than 30 days after the giving of such notice).

6.

COMPENSATION AND BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT.

In the event that Executive’s employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

(a)

COMPENSATION AND BENEFITS PAYABLE FOLLOWING TERMINATION FOR ANY REASON. The following compensation and benefits shall be payable upon termination of Executive’s employment under this Agreement for any reason:

(i)

Executive or his beneficiaries or estate shall be entitled to receive, within fourteen (14) days after the effective date of termination, any accrued but unpaid Base Salary for services rendered by Executive to the Company prior to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, and cash compensation (at a rate per day equal to the Base Salary divided by the number of business days in the relevant year) for any accrued Vacation Time that remained unused by the Executive at the time of termination; and

	(ii)		Any earned benefits to which Executive (or his beneficiaries or estate) may be entitled pursuant to the plans, policies and arrangements referred to in Sections 4(b), 4(c) and 4(g) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. In the case of compensation previously deferred by Executive, all amounts previously deferred and not yet paid by the Company shall be paid to Executive (or his beneficiaries or estate) within fourteen (14) days after the effective date of termination unless such payment is inconsistent with the terms of any payment election made by Executive with respect to such deferred compensation.

(b)

TERMINATION BY REASON OF DEATH. In the event that Executive’s employment is terminated by reason of Executive’s death, the Company shall pay Executive’s estate the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above:

(i)

Executive’s estate shall be entitled to be paid:

	(A)		Executive’s Base Salary at the rate in effect immediately prior to Executive’s date of death on the Company’s regular pay days for a period of two (2) years from the effective date of termination as if his employment had continued until the end of such two (2)-year period; and
	(B)		an aggregate amount equal to two (2) times the average of the Annual Bonuses paid to Executive in the two (2) most recently completed fiscal years preceding the effective date of termination , without regard to whether the payment of all or any portion of such Annual Bonus has been deferred (such average being hereinafter referred to as the “Bonus Average”), which shall be paid in equal installments on the Company’s regular pay days over the course of twenty-four (24) months from the effective date of termination; provided , however , that if at the time of termination Executive has not been employed by the Company for two fiscal years, the Bonus Average shall be deemed for all purposes of this Agreement to equal Executive’s Target Bonus Rate multiplied by his Base Salary at the rate in effect immediately prior to the effective date of termination. The Company may purchase insurance to cover all or any part of the obligations set forth in this Section 6(b)(i) and Executive agrees to submit to a physical examination from time to time to facilitate the procurement or renewal of such insurance. Any proceeds of such insurance paid to Executive or his beneficiaries or estate shall be considered a portion of the payments required to be made to Executive pursuant to this Section 6(b)(i) and shall not be in addition thereto.

	(ii)		Executive’s dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to dependents of full-time senior executives of the Company immediately prior to Executive’s death for a period of two (2) years from the effective date of termination, or until Executive’s dependents become eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the event that participation in any such plan, program or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive’s dependents would have been entitled to receive under such plan, program or arrangement for such period.
	(iii)		All of Executive’s then outstanding options to purchase shares of the Company’s common stock shall be vested and exercisable in accordance with the terms of the stock option plan of the Company pursuant to which such options were granted (the “Governing Stock Option Plan”) as then in effect.

(c)

TERMINATION BY REASON OF TOTAL DISABILITY. In the event that Executive’s employment is terminated by reason of Executive’s Total Disability pursuant to Section 5(b) hereof, the Company shall pay Executive the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above:

(i)

Subject to Section 6(c)(ii) below, Executive shall be entitled to be paid:

	(A)		his Base Salary at the rate in effect immediately prior to the effective date of termination on the Company’s regular pay days for a period of two (2) years from the effective date of termination as if his employment had continued until the end of such two (2) year period; and
	(B)		an aggregate amount equal to two (2) times the Bonu