Exhibit 99.1
CASELLA WASTE SYSTEMS,
INC.
2006 STOCK INCENTIVE PLAN, AS
AMENDED
1.
Purpose
The purpose of this 2006 Stock
Incentive Plan (the “Plan”) of Casella Waste Systems,
Inc., a Delaware corporation (the “Company”), is to
advance the interests of the Company’s stockholders by
enhancing the Company’s ability to attract, retain and
motivate persons who are expected to make important contributions
to the Company and by providing such persons with equity ownership
opportunities and performance-based incentives that are intended to
align their interests with those of the Company’s
stockholders. Except where the context otherwise requires, the term
“Company” shall include any of the Company’s
present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the
“Code”) and any other business venture (including,
without limitation, joint venture or limited liability company) in
which the Company has a controlling interest, as determined by the
Board of Directors of the Company (the
“Board”).
2.
Eligibility
All of the Company’s
employees, officers, directors, consultants and advisors are
eligible to receive options, stock appreciation rights, restricted
stock, restricted stock units and other stock-based awards (each,
an “Award”) under the Plan. Each person who receives an
Award under the Plan is deemed a
“Participant”.
3.
Administration and
Delegation
(a) Administration by Board
of Directors. The Plan will be administered by the
Board. The Board shall have authority to grant Awards and to adopt,
amend and repeal such administrative rules, guidelines and
practices relating to the Plan as it shall deem advisable. The
Board may construe and interpret the terms of the Plan and any
Award agreements entered into under the Plan. The Board may correct
any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole
and final judge of such expediency. All decisions by the Board
shall be made in the Board’s sole discretion and shall be
final and binding on all persons having or claiming any interest in
the Plan or in any Award. No director or person acting pursuant to
the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good
faith.
(b) Appointment of
Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to
one or more committees or subcommittees of the Board (a
“Committee”). All references in the Plan to the
“Board” shall mean the Board or a Committee of the
Board to the extent that the Board’s powers or authority
under the Plan have been delegated to such Committee. During such
time as the Class A Common Stock, $0.01 par value per share, of the
Company (the “Common Stock”) is registered under the
Securities Exchange Act of 1934 (the “Exchange Act”),
the Board shall appoint one such Committee of not less than two
members, each member of which shall be an “outside
director” within the meaning of Section 162(m) of the Code
and a “non-employee director” as defined in Rule 16b-3
promulgated under the Exchange Act. Grants of Awards intended to
comply with Section 162(m) shall be made only by such
Committee.
(c) Delegation to
Officers. To the extent permitted by applicable law, the
Board may delegate to one or more officers of the Company the power
to grant Awards to employees or officers of the Company or any of
its present or future subsidiary corporations and to exercise such
other powers under the Plan as the Board may determine, provided
that the Board shall fix the terms of the Awards to be granted by
such officers (including the exercise price of such Awards, which
may include a formula by which the exercise price will be
determined) and the maximum number of shares subject to Awards that
the officers may grant; provided further, however, that no officer
shall be authorized to grant Awards to any “executive
officer” of the Company (as defined by Rule 3b-7 under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) or to any “officer” of the Company (as
defined by Rule 16a-1 under the Exchange Act).
4.
Stock Available for
Awards
(a) Number of Shares.
Subject to adjustment under Section 9, Awards may be made
under the Plan for up to such number of shares of Common Stock as
is equal to the sum of: (i) 2,475,000 shares of Common Stock, plus
(ii) such
additional number of shares of
Common Stock as is equal to the aggregate number of shares subject
to Awards previously granted under the Company’s 1993
Incentive Stock Option Plan, 1994 Nonstatutory Stock Option Plan,
1996 Stock Option Plan, and 1997 Stock Inventive Plan (the
“Terminated Plans”), which are not actually issued
because such awards expire or otherwise result in shares not being
issued. To the extend that shares are issued pursuant to options
previously granted under the Terminated Plans, such shares will not
be available for issuance under the Plan. For purposes of counting
the number of shares available for the grant of Awards under the
Plan, (i) shares of Common Stock covered by independent SARs shall
be counted against the number of shares available for the grant of
Awards under the Plan; provided, however, that independent SARs
that may be settled in cash only shall not be so counted; (ii) if
any Award (A) expires or is terminated, surrendered or canceled
without having been fully exercised or is forfeited in whole or in
part (including as the result of shares of Common Stock subject to
such Award being repurchased by the Company at the original
issuance price pursuant to a contractual repurchase right) or (B)
results in any Common Stock not being issued (including as a result
of an independent SAR that was settleable either in cash or in
stock actually being settled in cash), the unused Common Stock
covered by such Award shall again be available for the grant of
Awards under the Plan; provided, however, in the case of Incentive
Stock Options (as hereinafter defined), the foregoing shall be
subject to any limitations under the Code; and (iii) shares of
Common Stock tendered to the Company by a Participant to (A)
purchase shares of Common Stock upon the exercise of an Award or
(B) satisfy tax withholding obligations (including shares retained
from the Award creating the tax obligation) shall not be added back
to the number of shares available for the future grant of Awards
under the Plan. Shares issued under the Plan may consist in whole
or in part of authorized but unissued shares or treasury shares. No
more than 3,016,850 shares of Common Stock could become available
for issuance under the Plan from awards outstanding under the
Terminated Plans.
(b) Sub-limits.
Subject to adjustment under Section 9, the maximum number of shares
of Common Stock with respect to which Awards may be granted to any
Participant under the Plan shall be 200,000 per fiscal year. For
purposes of the foregoing limit, the combination of an Option in
tandem with a SAR (as each is hereafter defined) shall be treated
as a single Award. The per-Participant limit described in this
Section 4(b) shall be construed and applied consistently with
Section 162(m) of the Code or any successor provision thereto, and
the regulations thereunder (“Section
162(m)”).
(c) Substitute Awards.
In connection with a merger or consolidation of an entity
with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Awards in substitution for
any options or other stock or stock-based awards granted by such
entity or an affiliate thereof. Substitute Awards may be granted on
such terms as the Board deems appropriate in the circumstances,
notwithstanding any limitations on Awards contained in the Plan.
Substitute Awards shall not count against the overall share limit
set forth in Section 4(a), except as may be required by reason of
Section 422 and related provisions of the Code.
5.
Stock Options
(a) General. The
Board may grant options to purchase Common Stock (each, an
“Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each
Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to
applicable federal or state securities laws, as it considers
necessary or advisable. An Option that is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated
a “Nonstatutory Stock Option.”
(b) Incentive Stock
Options. An Option that the Board intends to be an
“incentive stock option” as defined in Section 422 of
the Code (an “Incentive Stock Option”) shall only be
granted to employees of the Company, any of the Company’s
present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Code, and any other entities the
employees of which are eligible to receive Incentive Stock Options
under the Code, and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code. The
Company shall have no liability to a Participant, or any other
party, if an Option (or any part thereof) that is intended to be an
Incentive Stock Option is not an Incentive Stock Option or for any
action taken by the Board, including without limitation the
conversion of an Incentive Stock Option to a Nonstatutory Stock
Option.
(c) Exercise Price.
The Board shall establish the exercise price of each Option
and specify such exercise price in the applicable option agreement;
provided, however, that the exercise price shall be not less than
100% of the Fair Market Value (as defined below) on the date the
Option is granted.
(d) Duration of
Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify
in the applicable option agreement, provided, however, that no
Option will be granted for a term in excess of 10 years.
(e) No Reload Rights.
No Option granted under the Plan shall contain any provision
entitling the optionee to the automatic grant of additional Options
in connection with any exercise of the original Option.
(f) Exercise of Option.
Options may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the
Board, together with payment in full as specified in Section 5(g)
for the number of shares for which the Option is exercised. Shares
of Common Stock subject to the Option will be delivered by the
Company following exercise either as soon as practicable or,
subject to such conditions as the Board shall specify, on a
deferred basis (with the Company’s obligation to be evidenced
by an instrument providing for future delivery of the deferred
shares at the time or times specified by the Board).
(g) Payment Upon
Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as
follows:
(1)
in cash or by check, payable to the order of the
Company;
(2)
except as may otherwise be provided in the applicable option
agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required
tax withholding or (ii) delivery by the Participant to the Company
of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a
check sufficient to pay the exercise price and any required tax
withholding;
(3)
to the extent provided for in the applicable option agreement or
approved by the Board, in its sole discretion, by delivery (either
by actual delivery or attestation) of shares of Common Stock owned
by the Participant valued at their fair market value as determined
by (or in a manner approved by) the Board (“Fair Market
Value”), provided (i) such method of payment is then
permitted under applicable law, (ii) such Common Stock, if acquired
directly from the Company, was owned by the Participant for such
minimum period of time, if any, as may be established by the Board
in its discretion and (iii) such Common Stock is not subject to any
repurchase, forfeiture, unfulfilled vesting or other similar
requirements;
(4)
to the extent permitted by applicable law and provided for in the
applicable option agreement or approved by the Board, in its sole
discretion, by (i) delivery of a promissory note of the Participant
to the Company on terms determined by the Board, or (ii) payment of
such other lawful consideration as the Board may determine;
or
(5)
by any combination of the above permitted forms of
payment.
(h) Limitation on
Repricing. Unless such action is approved by the
Company’s stockholders: (i) no outstanding Option granted
under the Plan may be amended to provide an exercise price per
share that is lower than the then-current exercise price per share
of such outstanding Option (other than adjustments pursuant to
Section 9) and (ii) the Board may not cancel any outstanding option
(whether or not granted under the Plan) and grant in substitution
therefor new Awards under the Plan covering the same or a different
number of shares of Common Stock and having an exercise price per
share lower than the then-current exercise price per share of the
cancelled option.
6.
Stock Appreciation
Rights .
(a) General. The
Board may grant Awards consisting of a Stock Appreciation Right
(“SAR”) entitling the holder, upon exercise, to receive
an amount in Common Stock or cash or a combination thereof (such
form to be determined by the Board) determined by reference to
appreciation, from and after the date of grant, in the fair market
value of a share of Common Stock. The date as of which such
appreciation or other measure is determined shall be the exercise
date.
(b) Grants.
Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan.
(1) Tandem Awards.
When Stock Appreciation Rights are expressly granted in
tandem with Options, (i) the Stock Appreciation Right will be
exercisable only at such time or times, and to the extent, that the
related Option is exercisable (except to the extent designated by
the Board in connection with a Reorganization Event) and will be
exercisable in accordance with the procedure required for exercise
of the related Option; (ii) the Stock Appreciation Right will
terminate and no longer be exercisable upon the termination or
exercise of the related
Option, except to the extent
designated by the Board in connection with a Reorganization Event
and except that a Stock Appreciation Right granted with respect to
less than the full number of shares covered by an Option will not
be reduced until the number of shares as to which the related
Option has been exercised or has terminated exceeds the number of
shares not covered by the Stock Appreciation Right; (iii) the
Option will terminate and no longer be exercisable upon the
exercise of the related Stock Appreciation Right; and (iv) the
Stock Appreciation Right will be transferable only with the related
Option.
(2) Independent SARs.
A Stock Appreciation Right not expressly granted in tandem
with an Option will become exercisable at such time or times, and
on such conditions, as the Board may specify in the SAR
Award.
(c) Grant Price.
The grant price or exercise price of an SAR shall not be less than
100% of the Fair Market Value per share of Common Stock on the date
of grant of the SAR.
(d) Term. The
term of an SAR shall not be more than 10 years from the date of
grant.
(e) Exercise.
Stock Appreciation Rights may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person
or by any other form of notice (including electronic notice)
approved by the Board, together with any other documents required
by the Board.
7.
Restricted Stock; Restricted
Stock Units .
(a) General. The
Board may grant Awards entitling recipients to acquire shares of
Common Stock (“Restricted Stock”), subject to the right
of the Company to repurchase all or part of such shares at their
issue price or other stated or formula price (or to require
forfeiture of such shares if issued at no cost) from the recipient
in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the
applicable restriction period or periods established by the Board
for such Award. Instead of granting Awards for Restricted Stock,
the Board may grant Awards entitling the recipient to receive
shares of Common Stock to be delivered at the time such shares of
Common Stock vest (“Restricted Stock Units”)
(Restricted Stock and Restricted Stock Units are each referred to
herein as a “Restricted Stock Award”).
(b) Limitations on
Vesting.
(1)
Restricted Stock Awards that vest based on the passage of time
alone shall be zero percent vested prior to the first anniversary
of the date of grant, no more than 33 1 /
3 % vested prior to the second anniversary of the
date of grant, and no more than 66 2 /
3 % vested prior to the third anniversary of the
date of grant. Restricted Stock Awards that vest upon the passage
of time and provide for accelerated vesting based on performance
shall not vest prior to the first anniversary of the date of grant.
This subsection (7)(b)(1) shall not apply to Awards granted
pursuant to Section 10(i).
(2)
Notwithstanding any other provision of this Plan, the Board may, in
its discretion, either at the time a Restricted Stock Award is made
or at any time thereafter, waive its right to repurchase shares of
Common Stock (or waive the forfeiture thereof) or remove or modify
any part or all of the restrictions applicable to the Restricted
Stock Award, provided that the Board may only exercise such rights
in extraordinary circumstances which shall include, without
limitation, death or disability of the Participant; estate planning
needs of the Participant; a merger, consolidation, sale,
reorganization, recapitalization, or change in control of the
Company; or any other nonrecurring significant event affecting the
Company, a Participant or the Plan.
(c) Terms and Conditions
for all Restricted Stock Awards. The Board shall
determine the terms and conditions of a Restricted Stock Award,
including the conditions for vesting and repurchase (or forfeiture)
and the issue price, if any.
(d) Additional Provisions
Relating to Restricted Stock.
(1) Dividends.
Participants holding shares of Restricted Stock will be entitled to
all ordinary cash dividends paid with respect to such shares,
unless otherwise provided by the Board. If any dividends or
distributions are paid in shares, or consist of a divid
