EXHIBIT 10.12.2
SECOND AMENDMENT
TO
EXECUTIVE EMPLOYMENT AND
NON-COMPETITION AGREEMENT
THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT
AND NON-COMPETITION AGREEMENT (this “ Second Amendment
”), dated as of March 3, 2008, is entered into by and
between Energy Solutions , LLC, a Utah limited liability
company (the “ Company ”), ENV Holdings LLC
(“ ENV Holdings ”), and RAUL DEJU (the
“ Executive ”). This Second Amendment
amends that certain Executive Employment and Non-competition
Agreement between the Company and the Executive dated
October 9, 2006, as amended pursuant to the First Amendment to
Executive Employment and Non-Competition Agreement dated
November 12, 2007 (collectively, the “Agreement”),
as follows:
1.
Section 2 of the
Agreement is hereby deleted in its entirety and the following is
substituted in place thereof:
2.
Term
. The term of this
Agreement shall begin on the date hereof and, unless sooner
terminated as provided in Section 6, shall conclude on
December 31, 2011 (the “ Employment Term
”).
2.
Section 4(a) of
the Agreement is hereby deleted in its entirety and the following
is substituted in place thereof:
(a)
Salary
. In consideration
of the services rendered by the Executive under this Agreement, the
Company shall pay the Executive a base salary (the “ Base
Salary ”) at the rate of $450,000 per calendar
year. The Base Salary shall be paid in such installments and
at such times as the Company pays its regularly salaried executives
and shall be subject to all necessary withholding taxes, FICA
contributions and similar deductions, as well as set-off against
any amounts Executive owes the Company or its affiliates. In
addition, if the Company at any time increases the salaries or
hourly wages of other employees of the Company generally by a
percentage equally applied to reflect a “cost-of-living
increase”, the Base Salary shall be increased by the same
percentage cost-of-living increase at the time and in the same
manner it is given to other employees of the Company.
3.
Section 4(b) of
the Agreement is hereby deleted in its entirety and the following
is substituted in place thereof:
(b)
Target Bonus
. During the
Employment Term, the Company from time to time, but in any event no
later than the time the Company pays its bonuses in accordance with
its general payroll policies following the end of each fiscal year,
shall pay the Executive an annual bonus (the “ Target
Bonus ”) of up to 120% of the Base Salary. The
Target Bonus shall be calculated and payable in accordance with and
based on the Actual EBITDA of the Comp
