EXHIBIT 10.66
AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT CONTRACT
This Amendment No. 1 to Amended and Restated Employment Contract
("Amendment") is executed and delivered as of December 17, 1997, by and between
Eastern Environmental Services, Inc., a Delaware corporation ("Company"), and
Xxxxxx X. Xxxxx, an individual ("Employee").
RECITALS
Employee and Company previously entered into an Amended and Restated
Employment Agreement dated May 16, 1997 (the "Agreement"). The parties wish to
amend and revise certain terms of the Agreement, as more fully set forth below.
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual promises, terms and
conditions set forth herein and the performance of each, the parties hereby
agree to amend the Agreement as follows:
1. AMENDMENTS.
(a) Paragraph 1(a) of the Agreement is amended to provide that Employee is
employed as Company's Chief Operating Officer.
(b) Paragraph 1(c) of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Employee shall not, during the term of his employment hereunder,
without the prior written consent of Company, be engaged in any
other business activity pursued for gain, profit or other
pecuniary advantage, if such activity interferes with Employee's
duties and responsibilities under this Agreement. Employee's
employment is for a full-time position. Company acknowledges that
Employee may maintain ownership interests in the Permitted
Businesses as hereinafter defined. Employee represents that he
will not spend more than ten hours per month during normal
business hours on matters pertaining to the Permitted Businesses.
For purposes of this Agreement, the Permitted Businesses shall
consist solely of: (i) National Earth Products, Inc. (including
the chairmanship of such company), the sole business of which is
landfill construction, environmental remediation projects and
earth materials processing and sales; and (ii) X. X. Xxxxx, Inc.,
the sole business of which is the brokerage of and receipt of
payments under an ash disposal agreement. Employee may make
personal investments in such form or manner as will neither
require Employee's services in the operation or affairs of the
companies or enterprises in which such investments are made nor
violate the terms of Paragraph 4."
(c) Paragraph 2(a) of the Agreement shall be amended to provide that the
Company shall pay Employee a salary at the rate of $300,000, instead of
$150,000.
(b) Paragraph 2(e) of the Agreement is hereby amended and restated in its
entirety to read as follows:
"In addition to any options granted in the prior paragraph or in the March
Agreement, Employee shall be granted stock options ("Additional Options")
exercisable for One Hundred Thousand (100,000) shares of the Company's common
stock at a per-share exercise price equal to the closing price of the stock on
the Nasdaq Stock Market on December 17, 1997. The Additional Options shall be
granted under the Company's 1996 stock option plan. The Additional Options
shall vest over four years, one-quarter of the Options vesting on each
anniversary date of the date of grant. Notwithstanding the above schedule, the
Additional Options shall vest and be exercisable immediately upon the Company's
merger, consolidation, or other business combination with another entity where
the Company is not the surviving entity, or upon the Company's sale of
substantially all of its assets."
(e) Paragraph 2(f) shall be added to the Agreement to read as follows:
"Company shall pay Employee a cash bonus of $50,000 as of December 31,
1997. Employee shall be paid additional bonuses at the discretion of the
Compensation Committee of the Board of Directors of Company."
(f) Paragraph 2(g) shall be added to the Agreement to read as follows:
"Upon the Company's merger, consolidation, or other business combination
with another entity where the Company is not the surviving entity and Xxxxx X.
Xxxxxxx, Xx., is not the Chief Executive Officer or Chairman of the Board of
Directors of the surviving entity, or upon the Company's sale of substantially
all of its assets, Company shall pay Employee a bonus equal to two times his
then annual salary. Such bonus may be paid in cash or in common stock of the
Company (which is registered under the Securities Act of 1933 or which shall be
registered under such Act within 120 days of its delivery to Employee) at the
Company's option."
(g) Paragraph 3 of the Agreement shall be amended to provide that the Term
shall expire on December 17, 2001.
2. MISCELLANEOUS.
(a) All references in the Agreement to "this Agreement" or like terms
shall mean and be a reference to the Agreement as amended by this Amendment and
all references to "the Agreement" or a like term in any agreement executed in
connection with the Agreement shall mean and be a reference to the Agreement as
amended by this Amendment.
(b) Except as specifically amended by this Amendment, the Agreement shall
remain in full force and effect.
(c) This Amendment hereby incorporates, includes and is subject to
Paragraphs 8 through and including 15 of the Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment on
the year and day above written.
EASTERN ENVIRONMENTAL SERVICES, INC
/s/ Xxxxx X. Xxxxxxx, Xx.
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BY: XXXXX X. XXXXXXX, XX.
ITS: PRESIDENT
/S/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX
