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Exhibit 10.15
THIS AGREEMENT MADE EFFECTIVE THE 1ST DAY OF AUGUST, 2006.
Between:
Laidlaw International, Inc., a Delaware corporation ("Laidlaw")
and
Mary B. Jordan (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) "Accrued Obligations" means any unpaid amounts with respect to
(i) the
Executive's Base Salary through the Date of Termination, (ii)
any
then-unpaid Annual Bonus or other incentive compensation that the
Executive
may have earned pursuant to the terms of any applicable
incentive
compensation or bonus plan of Laidlaw with respect to any fiscal
year or
other performance period completed prior to the Date of
Termination, (iii)
reimbursement for any properly incurred, unreimbursed business
expenses
incurred prior to termination in accordance with Laidlaw's
business
reimbursement policy applicable to the Executive prior to the Date
of
Termination, and (iv) payments and benefits under the employee
benefit and
incentive plans and perquisite programs of Laidlaw, in accordance
with the
respective terms of those plans and perquisite programs.
(b) "Agreement" means this employment agreement, as amended from
time to time.
(c) "Annual Bonus" means the annual bonus under Laidlaw's Short
Term Incentive
Plan or any successor annual incentive plan.
(d) "Base Salary" means the salary of record paid to the Executive
as annual
salary, and as further indicated in Section (a) of Article 4.
(e) "Board" means the Board of Directors of Laidlaw.
(f) "Cause" means:
(i) the continuous and willful failure or refusal by the Executive
to
perform the Executive's material duties and responsibilities of
her
position with Laidlaw
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(other than any such failure resulting from the Executive's
incapacity
due to physical or mental illness), which has not ceased within
twenty
(20) days after a written demand for substantial performance is
delivered to the Executive by Laidlaw, which demand identifies
with
particularity the manner in which Laidlaw believes that the
Executive
has not performed such duties;
(ii) Executive's willful malfeasance or willful misconduct in
connection
with Executive's duties hereunder or any willful act or willful
omission, including a willful failure to abide by the Laidlaw
International, Inc. Code of Business Conduct and Ethics, which
is
materially injurious to the financial condition or business
reputation
of Laidlaw or any significant Subsidiary;
(iii) Executive's commission of an act of fraud, embezzlement or
theft in
connection with the Executive's duties or in the course of her
employment with Laidlaw or any Subsidiary;
(iv) the conviction of the Executive of, or the entering of a plea
of nolo
contendere by, the Executive with respect to a felony; or
(v) Executive's breach of the provisions of Article 7 of this
Agreement.
For purposes of this Section (f) and Article 17, 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. Any act, or failure to act,
based
upon authority given pursuant to a resolution duly adopted by the
Board or
based upon the advice of counsel for Laidlaw shall be conclusively
presumed
to be done, or omitted to be done, in good faith and in the best
interests
of Laidlaw. A termination of employment shall not be deemed to be
for Cause
unless prior to such termination the Executive shall have received
a copy
of a resolution duly adopted by the affirmative vote of not less
than a
majority of the disinterested membership of the Board at a meeting
of such
Board called and held for such purpose (after reasonable notice is
provided
to the Executive and the Executive is given an opportunity to be
heard
before such Board), finding that, in the good faith opinion of the
Board,
the Executive is guilty of the conduct described in Subsection (i),
(ii),
(iii), (iv) or (v) of this Section (f) above.
(g) "Change in Control" means the occurrence during the term of
this Agreement
of any of the following events:
(i) the acquisition by any individual, entity or group (within the
meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
of
beneficial ownership (within the meaning of Rule 13d-3
promulgated
under the Exchange Act) of fifty percent (50%) or more of the
then-outstanding Voting Stock; provided, however, that the
following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from Laidlaw, (B) any acquisition by Laidlaw,
(C)
any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by Laidlaw or any Subsidiary, or (D)
any
acquisition by any Person
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pursuant to a transaction that complies with clauses (A), (B) and
(C)
of Subsection (iii) of this Section (g);
(ii) individuals who, as of the date hereof, constitute the Board
(the
"Incumbent Board") cease for any reason (other than death or
disability) to constitute at least a majority of the Board;
provided,
however, that any individual becoming a director subsequent to
the
date hereof whose election, or nomination for election by
Laidlaw's
stockholders, was approved by a vote of at least a majority of
the
directors then comprising the Incumbent Board (either by a
specific
vote or by approval of the proxy statement of Laidlaw in which
such
person is named as a nominee for director, without objection to
such
nomination) shall be considered as though such individual were
a
member of the Incumbent Board, but excluding for this purpose,
any
such individual whose initial assumption of office occurs as a
result
of an actual or threatened election contest (within the meaning
of
Rule 14a-11 of the Exchange Act) with respect to the election
or
removal of directors or other actual or threatened solicitation
of
proxies or consents by or on behalf of a Person other than the
Board;
(iii) consummation of a reorganization, merger or consolidation or
sale or
other disposition of all or substantially all of the assets of
Laidlaw
(a "Business Combination"), unless, in each case, immediately
following such Business Combination, (A) all or substantially all
of
the individuals and entities who were the beneficial owners of
Voting
Stock of Laidlaw immediately prior to such Business Combination
beneficially own, directly or indirectly, more than fifty
percent
(50%) of the then outstanding shares of common stock and the
combined
voting power of the then outstanding voting securities entitled
to
vote generally in the election of directors of the entity
resulting
from such Business Combination (including, without limitation,
an
entity which as a result of such transaction owns Laidlaw or all
or
substantially all of Laidlaw's assets either directly or through
one
or more subsidiaries) in substantially the same proportions
relative
to each other as their ownership, immediately prior to such
Business
Combination, of the Voting Stock of Laidlaw, (B) no Person
(excluding
any entity resulting from such Business Combination or any
employee
benefit plan (or related trust) sponsored or maintained by
Laidlaw,
any Subsidiary or such entity resulting from such Business
Combination) beneficially owns, directly or indirectly, fifteen
(15%)
or more of the then outstanding shares of common stock of the
entity
resulting from such Business Combination or the combined voting
power
of the then outstanding voting securities of such entity except to
the
extent such ownership existed prior to the Business Combination,
and
(C) at least a majority of the members of the board of directors
of
the entity resulting from such Business Combination were members
of
the Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board providing for such
Business
Combination; or
(iv) approval by the stockholders of Laidlaw of a complete
liquidation or
dissolution of Laidlaw.
(h) "Code" means the Internal Revenue Code of 1986, as amended.
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(i) "Committee" means the Human Resources and Compensation
Committee of the
Board.
(j) "Date of Termination" has the meaning ascribed to such term in
Section (e)
of Article 6.
(k) "Effective Date" means the date first above written.
(l) "Employee Benefits" means the perquisites, benefits and service
credit for
benefits as provided under any and all employee retirement income
and
welfare benefit policies, plans, programs or arrangements in which
the
Executive is entitled to participate, including, without
limitation, any
stock option, performance share, performance unit, stock purchase,
stock
appreciation, savings, pension, supplemental executive retirement,
or other
retirement income or welfare benefit, compensation, incentive
compensation,
group or other life, health, medical/hospital or other insurance
(whether
funded by actual insurance or self-insurance by Laidlaw or a
Subsidiary),
salary continuation, expense reimbursement and other employee
benefit
policies, plans, programs or arrangements.
(m) "Exchange Act" means the Securities Exchange Act of 1934.
(n) "Executive" means Mary B. Jordan.
(o) "Good Reason" means the occurrence of one or more of the
following events
(regardless of whether any other reason, other than Cause, for
such
termination exists or has occurred, including, without limitation,
other
employment):
(i) With respect to the two (2) year period commencing on a Change
in
Control, the failure to elect or reelect or otherwise to maintain
the
Executive in the office or the position, or a substantially
equivalent
office or position, of or with Laidlaw and/or a Subsidiary (or
any
successor thereto by operation of law of or otherwise), as the
case
may be, which the Executive held immediately prior to a Change
in
Control, or the removal of the Executive as a director of
Laidlaw
and/or a Subsidiary (or any successor thereto) if the Executive
shall
have been a director of Laidlaw and/or a Subsidiary immediately
prior
to the Change in Control;
(ii) With respect to the two (2) year period commencing on a Change
in
Control, (A) a significant adverse change in the nature or scope
of
the authorities, powers, functions, responsibilities or duties
attached to the position with Laidlaw and any Subsidiary which
the
Executive held immediately prior to the Change in Control, (B)
a
reduction in the aggregate of the Executive's Base Salary
received
from Laidlaw and any Subsidiary or the Executive's Incentive
Pay
opportunity from Laidlaw or its Subsidiaries, or (C) the
termination
or denial of the Executive's rights to Employee Benefits or a
reduction in the scope or value thereof to a level that is
substantially lower in the aggregate from the level in effect at
the
time of the Change in Control, any of which is not remedied by
Laidlaw
within ten (10) calendar days after receipt by Laidlaw of
written
notice from the Executive of such change, reduction, denial or
termination, as the case may be;
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(iii) The liquidation, dissolution, merger, consolidation or
reorganization
of Laidlaw or transfer of all or substantially all of its
business
and/or assets, unless the successor or successors (by
liquidation,
merger, consolidation, reorganization, transfer or otherwise) to
which
all or substantially all of its business and/or assets have
been
transferred (by operation of law or otherwise) assumes all duties
and
obligations of Laidlaw under this Agreement pursuant to Section (a)
of
Article 14;
(iv) Laidlaw relocates its principal executive offices (if such
offices are
the principal location of the Executive's work), or requires
the
Executive to have her principal location of work changed, to
any
location that, in either case, increases the Executive's commute
to
work by more than fifty (50) miles without her prior written
consent;
or
(v) Without limiting the generality or effect of the foregoing,
any
material breach of this Agreement by Laidlaw or any successor
thereto
which is not remedied by Laidlaw within ten (10) calendar days
after
receipt by Laidlaw of written notice from the Executive of such
breach.
(p) "Laidlaw" means Laidlaw International Inc., a Delaware
corporation.
(q) "Notice of Termination" has the meaning ascribed to such term
in Section
(d) of Article 6.
(r) "Retirement Plans" means the retirement income, supplemental
executive
retirement, excess benefits and retiree medical, life and similar
benefit
plans, programs or arrangements of Laidlaw or a Subsidiary in which
the
Executive is entitled to participate.
(s) "Subsidiary" means an entity in which Laidlaw directly or
indirectly
beneficially owns fifty percent (50%) or more of the outstanding
Voting
Stock.
(t) "Target Bonus" has the meaning ascribed to such term in Section
(b) of
Article 4.
(u) "Voting Stock" means securities entitled to vote generally in
the election
of directors.
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 Executive Vice President of Human
Resources and
Internal Communications 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
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the Committee at the annualized rate of Three Hundred Thousand
Dollars
($300,000.00). The Base Salary shall be payable twice monthly on
the
fifteenth (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. As a
result of
such review, the Executive's Base Salary may be increased, but
not
decreased.
(b) The Executive will be eligible to participate in and be
eligible to receive
an Annual Bonus under Laidlaw's Short Term Incentive Plan or any
successor
plan or program. For each fiscal year of Laidlaw, the Executive's
target
bonus shall be no less than fifty percent (50%) of Base Salary (the
"Target
Bonus") and the maximum bonus shall be no less than one hundred
percent
(100%) of Base Salary. The Executive's right to receive any bonus
under
Laidlaw's Short Term Incentive Plan shall be determined based
upon
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 equity or equity based grants from time to time. Such
grants will
be on terms and conditions established by the Committee in
accordance with
the Laidlaw International, Inc. Amended and Restated 2003 Equity
and
Performance Incentive Plan or any successor plan.
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 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 five (5) 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
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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 or a Subsidiary 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.
(g) POST-TERMINATION RELOCATION REIMBURSEMENT
In the event Executive's employment is terminated by Laidlaw
without Cause
during the first twelve (12) months of her employment with Laidlaw,
Laidlaw
will reimburse reasonable and appropriate relocation expenses
associated
with moving Executive from the Chicago area to Vancouver or
similar
destination in North America, provided that the Executive provides
to
Laidlaw an itemized written account and receipts acceptable to
Laidlaw.
(h) CHANGE IN CONTROL VESTING
Upon a Change in Control, and notwithstanding any provision to the
contrary
in any applicable plan, program or agreement, upon the occurrence
of a
Change in Control, all equity incentive awards held by the
Executive shall
become fully vested and all stock options held by the Executive
shall
become fully exercisable.
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) The Executive's employment hereunder shall automatically
terminate
upon the death of the Executive.
(ii) By Laidlaw, if, as a result of the Executive's incapacity due
to
physical or mental illness which is expected to be of more than
a
brief duration, the Executive has been unable to perform the
essential
functions of her job for one hundred and eighty (180) days (whether
or
not consecutive) during any period of eighteen (18) consecutive
months
("Disability"), and no reasonable accommodation can be made that
will
allow Executive to perform the essential functions of her
position
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with Laidlaw. Upon such termination, the Executive shall be
entitled
to the same severance benefits and payments described in
Subsection
(v) or (vi), as applicable, as if such termination was a
termination
by Laidlaw without Cause.
(iii) By the Executive, at any time, for any reason. Laidlaw may
waive
notice required by Section (d) of this Article 6, in whole or in
part,
upon immediate payment to the Executive of the Executive's Base
Salary
for such portion of notice period as is waived by Laidlaw. If
such
termination is for Good Reason, then unless the provisions of
Subsection (vi) apply, the Executive shall be entitled to the
same
payments and benefits as provided in Subsection (v) for
terminations
by Laidlaw without Cause. If such termination is for any other
reason,
Laidlaw shall pay to the Executive the Accrued Obligations.
(iv) By Laidlaw, in its absolute discretion, without any pay in
lieu of
notice, for Cause. Upon such termination, Laidlaw shall pay to
the
Executive the Accrued Obligations.
(v) By Laidlaw, in its absolute discretion and for any reason,
without
Cause. Upon such termination, unless the provisions of Subsection
(vi)
hereof apply, Laidlaw shall (A) continue to pay the Executive her
Base
Salary in effect at the time of such termination for a period
of
twenty-four (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
twenty-four (24) months following such termination, (C) continue
to
provide the Executive term life insurance for a period of
twenty-four
(24) 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, (D) continue to provide
the
Executive (and her eligible dependents) with the opportunity to
continue to participate in its group medical and dental benefits
(with
such continuation being counted towards any required COBRA
continuation period), at the Executive's sole expense based on
COBRA
rates charged from time to time; provided, however, that Laidlaw
shall
pay to the Executive over the twenty-four (24) month period an
amount
equal to the full COBRA cost of such coverage, and (E) pay to
the
Executive the Accrued Obligations. Notwithstanding the foregoing,
if
the Executive is a "specified employee" within the meaning of
Code
Section 409A at the Date of Termination, then
(I) the total amount which would have been payable to the
Executive
over the twenty-four (24) month period pursuant to this
Subsection (v) shall instead be paid to the Executive in equal
monthly amounts over the period commencing on the Date of
Termination and ending no later than the first day of the third
month following the later of (X) the calendar year in which the
Date of Termination occurred and (Y) the fiscal year of Laidlaw
in which the Date of Termination occurred, if such payments
would
not be subject to Code Section 409A, or
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(II) if the payments specified in Clause (I) would be subject to
Code
Section 409A, then such payments shall be paid in the manner
set
forth above without regard to Clause (I) hereof, but payments
which would otherwise have been made during the first six (6)
months following the Date of Termination, shall be withheld and
paid to the Executive during the seventh month following the
Date
of Termination, increased for interest as provided in Section
(b)
hereof.
(vi) In the event that during the two (2) year period commencing on
the
date of a Change in Control, Laidlaw terminates the Executive's
employment without Cause or the Executive terminates employment
for
Good Reason, Laidlaw shall pay to the Executive the amounts
described
in Annex A within five (5) business days after the Date of
Termination
and shall provide to the Executive the benefits described on Annex
A
for the periods described therein. Notwithstanding the foregoing,
in
the event that the Executive is at the Date of Termination a
"specified employee" within the meaning of Code Section 409A,
payment
to the Executive shall be made within five (5) days following
the
expiration of six (6) months from the Date of Termination, and
not
before such six (6) month period, if necessary to avoid adverse
tax
consequences to the Executive under Code Section 409A.
(b) Without limiting the rights of the Executive at law or in
equity, in the
event it is determined that Laidlaw fails to make any payment or
provide
any benefit required to be made or provided under Section (a)
hereof on a
timely basis, Laidlaw shall pay interest on the amount or value
thereof at
an annualized rate of interest equal to the so-called composite
"prime
rate" as quoted from time to time during the relevant period in The
Wall
Street Journal. Any change in such prime rate shall be effective on
and as
of the date of such change. In addition, if any payment described
in
Subsection (v) or (vi) of Section (a) hereof by Laidlaw subjects
the
Executive to the excise tax under Code Section 409A on such
payment,
Laidlaw shall pay on the Executive's behalf to the applicable
taxing
authorities, an amount which, after payment of all state, local and
federal
income and employment taxes which may be due on such payment
(calculated at
the highest marginal rates), is equal to the excise tax under Code
Section
409A which arose as a result of Laidlaw's delay or acceleration in
making
such payment.
(c) In order to receive the entitlement under Subsection (vi) of
Section (a)
hereof, or Clauses (A), (B) and (C) of Subsection (v) of Section
(a) hereof
(whether such termination is by the Executive for Good Reason or by
Laidlaw
without Cause), the Executive must undertake to sign a release in a
form
satisfactory to Laidlaw, fully releasing Laidlaw from further
claims upon
payment of the amounts stipulated herein and must not revoke such
release.
However, the form of release shall not require that the Executive
give up
any rights of indemnity which the Executive may have had against
Laidlaw
for acts carried out by the Executive in the ordinary course of
Laidlaw's
business, nor shall it require the release of the benefits under
this
Agreement payable due to or after the Executive's termination
of
employment. Laidlaw may withhold payment of such amount until the
period
during which the Executive may revoke such waiver (normally seven
(7) days)
has elapsed.
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(d) Any purported termination of the Executive's employment by
Laidlaw or by
the Executive shall be communicated by written Notice of
Termination to the
other party hereto in accordance with Article 15. "Notice of
Termination"
shall mean a notice that shall indicate the specific termination
provision
in this Agreement relied upon and shall set 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.
(e) "Date of Termination" shall mean (i) if the Executive's
employment is
terminated because of death, the date of the Executive's death,
(ii) if the
Executive's employment is terminated for Disability, the date
Notice of
Termination is delivered to the Executive following a determination
that
Disability exists pursuant to the provisions of this Agreement,
(iii) if
the Executive's employment is terminated by Laidlaw for any other
reason
other than Disability or for Cause or if the Executive
terminates
employment for Good Reason, the date specified in the Notice of
Termination
whic
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