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Exhibit 10.8
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT
AGREEMENT ("Agreement") is made and entered into effective November
30, 2001, by and between ALLIED WASTE INDUSTRIES, INC., a Delaware
corporation having its principal office at 15880 North Greenway
Hayden Loop, Suite 100, Scottsdale, Arizona 85260 ("Company")
and JOHN S. QUINN ("Executive").
W I T N E S S E T H:
WHEREAS, the Company and the
Executive previously entered into an employment agreement regarding
the employment of Executive as the Company’s Assistant
Controller ("Prior Agreement"); and
WHEREAS, the Company has promoted
Executive to the position of Vice President, Financial Analysis and
Planning, and the Company and the Executive desire to enter into a
new employment agreement (as contained herein), which shall
supersede the Prior Agreement.
NOW, THEREFORE, for and in
consideration of the mutual promises, covenants and obligations
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
Company and the Executive hereby agree as follows:
1. Certain
Definitions . As used in this Agreement, the following terms
have the meanings prescribed below:
Affiliate is used in this Agreement to define a relationship
to a person or entity and means a person or entity who, directly or
indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such person or
entity.
Annual Bonus shall have the meaning assigned thereto in
Section 4.2 hereof.
Base Salary shall have the meaning assigned thereto in
Section 4.1 hereof.
Beneficial Owner shall have the meaning assigned thereto in
Rule 13(d)-3 under the Exchange Act; provided, however, and
without limitation, that any individual, corporation, partnership,
group, association or other person or entity that has the right to
acquire any Voting Stock at any time in the future, whether such
right is (a) contingent or absolute or (b) exercisable
presently or at any time in the future, pursuant to any agreement
or understanding or upon the exercise or conversion of rights,
options or warrants, or otherwise, shall be the Beneficial Owner of
such Voting Stock.
Cause shall have the meaning assigned thereto in
Section 5.3 hereof.
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Change in Control of the Company shall be deemed to have
occurred if (a) the Company merges or consolidates, or agrees
to merge or to consolidate, with any other corporation (other than
a wholly-owned direct or indirect subsidiary of the Company) and is
not the surviving corporation (or survives as a subsidiary of
another corporation), (b) the Company sells, or agrees to
sell, all or substantially all of its assets to any other person or
entity, (c) the Company is dissolved, (d) any third person or
entity (other than a trustee or committee of any qualified employee
benefit plan of the Company) together with its Affiliates shall
become or shall have publicly announced its intention to become (by
tender offer or otherwise), directly or indirectly, the Beneficial
Owner of at least 30% of the Voting Stock of the Company, or
(e) the individuals who constitute the Board of Directors of
the Company as of the Effective Date ("Incumbent Board") shall
cease for any reason to constitute at least a majority of the Board
of Directors; provided, that any person becoming a director whose
election or nomination for election was approved by a majority of
the members of the Incumbent Board shall be considered, for the
purposes of this Agreement, a member of the Incumbent Board.
Code means the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated by the Internal Revenue
Service thereunder, all as in effect from time to time during the
Employment Period.
Common Stock means the Company’s common stock, par
value $.01 per share.
Company means Allied Waste Industries, Inc., a Delaware
corporation, the principal office of which is located at 15880
North Greenway Hayden Loop, Suite 100, Scottsdale, Arizona
85260.
Confidential Information shall have the meaning assigned
thereto in Section 8.2 hereof.
Date of Termination means the earliest to occur of
(a) the date of the Executive’s death, (b) the date on
which the Executive terminates this Agreement for any reason other
than Good Reason, or (c) the date of receipt of the Notice of
Termination, or such later date as may be prescribed in the Notice
of Termination in accordance with Section 5.6 hereof.
Disability means an illness or other disability which
prevents the Executive from discharging his responsibilities under
this Agreement for a period of 180 consecutive calendar days, or an
aggregate of 180 calendar days in any calendar year, during the
Employment Period, all as determined in good faith by the Board of
Directors of the Company (or a committee thereof).
Effective Date means November 30, 2001.
Employment Period shall have the meaning assigned thereto in
Section 3 hereof.
Exchange Act means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the
Securities and Exchange Commission thereunder, all as in effect
from time to time during the Employment Period.
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Executive means John S. Quinn.
Good Reason shall have the meaning assigned thereto in
Section 5.5 hereof.
Notice of Termination shall have the meaning assigned
thereto in Section 5.6 hereof.
Vacation Time shall have the meaning assigned thereto in
Section 4.3 hereof.
Voting Stock means all outstanding shares of capital stock
of the Company entitled to vote generally in an election of
directors; provided, however, that if the Company has shares of
Voting Stock entitled to more or less than one (1) vote per
share, each reference to a proportion of the issued and outstanding
shares of Voting Stock shall be deemed to refer to the proportion
of the aggregate votes entitled to be cast by the issued and
outstanding shares of Voting Stock.
Without Cause shall have the meaning assigned thereto in
Section 5.4 hereof.
2. General Duties of
Company and Executive .
2.1.
The Company agrees to employ the Executive, and the Executive
agrees to accept employment by the Company and to serve the Company
as its Vice President, Financial Analysis and Planning. The
authority, duties and responsibilities of the Executive shall be
those assigned by the Board of Directors (or a committee thereof)
and agreed to by the Executive. While employed hereunder, the
Executive shall devote reasonable 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. The Executive may (a) serve on corporate,
civic or charitable boards or committees, (b) deliver
lectures, fulfill speaking engagements or teach at educational
institutions, and (c) manage personal investments, so long as
such activities do not significantly interfere with the performance
of the Executive’s duties and responsibilities.
2.2.
The Executive agrees and acknowledges that he owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best
interests of the Company and to do no act and to make no statement,
oral or written, which would injure Company’s business, its
interests or its reputation.
2.3.
The Executive agrees to comply at all times during the Employment
Period with all applicable policies, rules and regulations of the
Company, including, without limitation, the Company’s Code of
Ethics and the Company’s policy regarding trading Common
Stock, as each is in effect from time to time during the Employment
Period.
3. Term . Unless
sooner terminated pursuant to Section 5 of this Agreement, the
Executive’s Employment Period under this Agreement shall be a
continuous period of two (2) years, such that on any given
date thereafter, the Executive’s Employment Period shall
always be two (2) years from the date in question.
4. Compensation and
Benefits .
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4.1.
Base Salary . As compensation for his services to the
Company, the Company shall pay to the Executive an annual base
salary ("Base Salary") of (a) the amount specified as Base
Salary in the Prior Agreement, through December 31, 2001, and
(b) $225,000.00, beginning January 1, 2002 and until the Date
of Termination. The Board of Directors (or a committee thereof), in
its discretion, may increase the Base Salary based upon relevant
circumstances. The Base Salary shall be payable in equal
semimonthly installments or in accordance with the Company’s
established policy, 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, the
Executive’s Base Salary shall include any amount which is
deferred under any nonqualified plan or arrangement.
4.2.
Annual Bonus . In addition to the Base Salary, the Executive
shall be awarded, for each fiscal year until the Date of
Termination, an annual bonus (either pursuant to a bonus or
incentive plan or program of the Company or otherwise) in an amount
to be determined by the Board of Directors (or a committee thereof)
in its sole discretion ("Annual Bonus"). The Annual Bonus shall be
based upon a targeted percentage (initially 80%) of the
Executive’s Base Salary each year, and the Board of Directors
(or a committee thereof) shall determine each year, in its sole
discretion, the amount of the targeted percentage and may adjust
such percentage (upward or downward) in its sole discretion. Each
such Annual Bonus shall be payable at a time to be determined by
the Board of Directors (or a committee thereof) in its sole
discretion. For all purposes under this Agreement, the
Executive’s Annual Bonus shall include any amount which is
deferred under any nonqualified plan or arrangement.
4.3.
Vacation . Commencing on the Effective Date and continuing
until the Date of Termination, for each full calendar year that
this Agreement is in effect, the Executive shall be entitled to
four (4) weeks paid vacation ("Vacation Time"). For any
partial calendar year during which this Agreement is in effect, the
amount of vacation time to which the Executive is entitled shall be
prorated. Vacation Time must be taken during the calendar year in
which it accrued and will be forfeited at the end of the calendar
year if not used.
4.4.
Automobile Allowance . Until the Date of Termination, the
Executive shall receive an automobile allowance of $600.00 per
month ("Automobile Allowance"). The Board of Directors (or a
committee thereof), in its discretion, may increase the Automobile
Allowance based upon relevant circumstances.
4.5.
Club Membership Dues . Until the Date of Termination, the
Executive shall receive an amount per month equal to the monthly
membership dues (i.e., the regular membership fee, and not
incidental or ancillary charges such as food, beverages, rentals,
coaching, training, supplies, therapy, spa, etc.) which the
Executive pays for one club or organization of Executive’s
choice.
4.6.
Incentive, Savings, Retirement and Stock Plans . The
Executive shall participate in and be eligible to receive all
benefits under all executive incentive, savings, retirement and
stock (including any stock option, restricted stock, phantom stock
and other stock rights) plans and programs currently maintained or
hereinafter established by the Company for the
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benefit of its executive officers and/or employees (collectively
"Compensation Plans"). The Executive’s participation in all
such Plans shall be governed by the terms and provisions of each
such Plan.
4.7.
Welfare Benefit Plans . The Executive and/or the
Executive’s family, as the case may be, shall be eligible to
participate in and shall receive all benefits under each welfare
benefit plan of the Company currently maintained or hereinafter
established by the Company for the benefit of its employees. Such
welfare benefit plans may include, without limitation, medical,
dental, vision, disability, group life, accidental death and travel
accident insurance plans and programs (collectively "Welfare
Plans"). The Executive’s and/or the Executive’s
family’s participation in the Welfare Plans shall be subject
to the terms and conditions of each Welfare Plan.
4.8.
Reimbursement of Expenses . The Executive may from time to
time until the Date of Termination incur various business expenses
customarily incurred by persons holding positions of like
responsibility, including, without limitation, travel,
entertainment and similar expenses incurred for the benefit of the
Company. Subject to the Company’s policy regarding the
reimbursement of such expenses as in effect from time to time
during the Employment Period, which does not necessarily allow
reimbursement of all such expenses, the Company shall reimburse the
Executive for such expenses from time to time, at the
Executive’s request, and the Executive shall account to the
Company for all such expenses.
5. Termination .
5.1.
Death . This Agreement shall terminate automatically upon
the death of the Executive.
5.2.
Disability . The Company may terminate this Agreement, upon
written notice to the Executive delivered in accordance with
Sections 5.6 and 12.1 hereof, upon the Disability of the
Executive.
5.3.
Cause . The Company may terminate this Agreement, upon
written notice to the Executive delivered in accordance with
Sections 5.6 and 12.1 hereof, for Cause. For purposes of this
Agreement, "Cause" means (a) the conviction of the Executive
for a felony, (b) the Executive’s willful refusal,
without proper legal cause, to perform his duties and
responsibilities as contemplated in this Agreement, or (c) the
Executive’s willfully engaging in activities which (1)
constitute a breach of any term of this Agreement, the
Company’s Code of Ethics, the Company’s policies
regarding trading Common Stock or reimbursement of business
expenses or any other applicable policies, rules or regulations of
the Company or (2) result in a material injury to the
business, condition (financial or otherwise), results of operations
or prospects of the Company or its Affiliates (as determined in
good faith by the Board of Directors of the Company or a committee
thereof). For purposes of the definition of "Cause," no act or
failure to act shall be considered "willful" unless it is done, or
omitted to be done, in bad faith without reasonable belief that the
action or omission was in the best interests of the Company.
5.4.
Without Cause . The Company may terminate this Agreement
Without Cause, upon written notice to the Executive delivered in
accordance with Sections 5.6 and 12.1
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hereof. For purposes of this Agreement, the Executive will be
deemed to have been terminated "Without Cause" if the Executive is
terminated by the Company for any reason other than Cause,
Disability or Death.
5.5.
Good Reason . The Executive may terminate this Agreement for
Good Reason, upon written notice to the Company delivered in
accordance with Sections 5.6 and 12.1 hereof. For purposes of
this Agreement, "Good Reason" means (a) the assignment to the
Executive of any duties inconsistent in any respect with the
Executive’s duties or responsibilities as contemplated in
this Agreement, (b) any other action by the Company which
results in a diminishment in the Executive’s position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities, (c) any breach by the
Company of any of the provisions of this Agreement, (d) requiring
the Executive to relocate permanently to any office or location
other than the Phoenix-Scottsdale metropolitan area, without his
consent, or (e) any reduction, or attempted reduction, at any
time during the Employment Period, of the Base Salary or of any of
the compensation or benefits described in Section 4 of this
Agreement (provided, however, that any change in the target
percentage for the Annual Bonus, any change in the Company’s
reimbursement policies, or any change in any Compensation Plans or
Welfare Plans, which affects a majority of the employees covered by
those policies or plans, shall not be considered "Good
Reason").
5.6.
Notice of Termination . Any termination of this Agreement by
the Company for Cause, Without Cause or as a result of the
Executive’s Disability, or by the Executive for Good Reason,
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 (a) indicates the specific termination provision in this
Agreement relied upon, (b) sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so
indicated, and (c) specifies the termination date, if such
date is other than the date of receipt of such notice (which
termination date shall not be more than fifteen (15) days
after the giving of such notice).
6. Obligations of Company
Upon Termination .
6.1.
Cause, Other than Good Reason . If this Agreement is
terminated either by the Company for Cause or by the Executive for
any reason other than Good Reason, the Company shall pay to the
Executive, in a lump sum cash payment within thirty (30) days
after the Date of Termination, the aggregate of the
Executive’s Base Salary (as in effect on the Date of
Termination) owing as of the Date of Termination, if not
theretofore paid, and, in the case of compensation previously
deferred by the Executive, all amounts of such compensation
previously deferred and not yet paid by the Company (unless such
payment is inconsistent with the terms of any payment election made
by the Executive with respect to such deferred compensation). The
Company also shall, promptly upon submission by the Executive of
supporting documentation, pay or reimburse to the Executive any
costs and expenses (and moving and relocation expenses, if
otherwise agreed to by the Company) paid or incurred by the
Executive which would have been payable under Section 4.8 of
this Agreement if the Executive’s employment had not
terminated.
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All
other obligations of the Company and rights of the Executive
hereunder shall terminate effective as of the Date of Termination;
provided, however, that the Executive’s rights under any
Compensation Plan or Welfare Plan shall be governed by the terms
and provisions of each such plan and are not necessarily severed on
the Date of Termination.
6.2.
Death or Disability .
(a) Subject
to the provisions of this Section 6.2, if this Agreement is
terminated as a result of the Executive’s death or
Disability, the Company shall pay to the Executive or his estate,
in a lump sum cash payment within thirty (30) days after the
Date of Termination, the greater of (1) that portion of the
Executive’s Base Salary (as in effect on the Date of
Termination) owing in respect of the balance of the Employment
Period pursuant to Section 3 hereof or (2) the
Executive’s Base Salary (as in effect on the Date of
Terminat
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