Exhibit 10.17
Executive's Name: _______________
Date: ____________, 1998
AMENDMENT
TO
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
THIS AMENDMENT ("Amendment"), dated as of the date set forth above,
supplements and amends the Key Employment and Severance Agreement, dated August
15, 1995 ("Agreement"), by and between SUPERIOR SERVICES, INC., a Wisconsin
corporation ("Company"), and the named executive set forth above ("Executive").
All defined terms used herein and not defined shall have the same meaning as in
the Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 19 of the Agreement, the Executive and the
Company desire to supplement and amend the Agreement as specifically set forth
in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein set forth, and for other valuable consideration,
the parties hereto covenant and agree as follows:
1. Section 1(h) of the Agreement is hereby amended and restated to read
in its entirety as follows:
"(h) Discretionary Termination. For purposes of this Agreement,
`Discretionary Termination' means the determination by the Executive at
any time during the ninety (90) day period commencing on and then after
the occurrence of a Change in Control of the Company, as evidenced by the
Executive's delivery to the Company of a Notice of Termination during
such period (including simultaneously with the occurrence of a Change in
Control of the Company), to terminate his employment hereunder for any
reason whatsoever in his sole discretion, with or without good faith."
2. The first paragraph of Section 1(o) of the Agreement is hereby amended
and restated to read in its entirety as follows:
"(o) Termination Date. For purposes of this Agreement, except as
otherwise provided in Section 10(b) and Section 17(a) hereof or as set
forth below, the term `Termination date' means (i) if the Executive's
employment is terminated by the Executive's death, the date of death;
(ii) if the Executive's employment is terminated by reason of voluntary
early
retirement, as agreed in writing by the Company and the Executive, the
date of such early retirement which is set forth in such written
agreement; (iii) if the Executive's employment is terminated by reason of
disability pursuant to Section 12 hereof, the earlier of thirty (30) days
after the Notice of Termination is given or one day prior to the end of
the Employment period; (iv) if the Executive's employment is terminated
by the Executive voluntarily (other than for Good Reason), the date the
Notice of Termination is given; (v) if the Executive's employment is
terminated by the Executive voluntarily pursuant to a Discretionary
Termination, the Termination Date for purposes of the payment of a
Termination Payment under Section 9(b) hereof shall be the date the
Notice of Termination is given to the Company, but for any and all other
purposes (including for all purposes under all of the Executive's stock
option agreements with the Company), the effective Termination Date for
employment termination hereunder and for all other purposes shall be such
date as is specified by the Executive in his Notice of Termination,
provided that such specified date shall not be more than ninety (90) days
after the date of the Change in Control of the Company; and (vi) if the
Executive's employment is terminated by the Company (other than by reason
of disability pursuant to Section 12 hereof) or by the Executive for Good
Reason, the earlier of thirty (30) days after the Notice of Termination
is given or one day prior to the end of the Employment Period.
Notwithstanding the foregoing, ..." [Remainder of existing Section 1(o)
to remain as written in Agreement.]
3. The first paragraph of Section 9(b) of the Agreement shall be amended
and restated in its entirety as follows:
"(b) Termination Payment. The Termination Payment shall be an amount
equal to the average of the Executive's annual total compensation
reportable by the Company on Form W-2 (i.e., base salary plus bonus
amounts and all other taxable compensation) over the five (5) fiscal
years of the Company immediately prior to the Change in Control of the
Company (with such compensation annualized for any initial partial year
of employment) multiplied by three (3); provided that if the Executive
has been employed by the Company for less than three (3) years, then the
Termination Payment shall be an amount equal to the highest amount of the
Executive's annual total compensation for any year during the period of
his employment by the Company prior to the Change in Control of the
Company multiplied by three (3). Except as otherwise provided herein, the
Termination Payment shall be paid to the Executive in cash no later than
ten (10) business days after the Termination Date; provided, however, the
Termination Payment shall be paid to the Executive immediately upon
receipt by the Company of a Notice of Termination relating to a
Discretionary Termination (regardless of any differing effective date of
the Executive's employment termination). The Executive
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shall not be required to mitigate the amount of the Termination Payment
by securing other employment or otherwise, nor will such Termination
Payment be reduced by reason of the Executive securing other employment
or for any other reason.
[Remainder of Section 9(b) shall remain as written in the Agreement.]
4. Except as specifically set forth above, all other terms and conditions
of the Agreement shall continue in full force and effect, unaffected by this
Amendment. This Amendment shall be effective for all purposes immediately as of
the date first written above.
IN WITNESS WHEREOF, the Executive and the Company have set their hands
hereto as of the date above.
SUPERIOR SERVICES, INC.
_____________________ By: /s/Xxxxxx X. Xxxx
Executive Xxxxxx X. Xxxx, Chairman of the Board
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