EXHIBIT 10.6
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "Amendment") is made
and entered into as of this 26th day of October, 1995, by and between Allwaste,
Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx (the
"Employee").
WHEREAS, the Company and the Employee are parties to an Employment
Agreement dated October 17, 1994 (the "Agreement") which is attached hereto as
ADDENDUM 1 and is incorporated herein in its entirety by reference, pursuant to
which the Employee has performed certain services to the Company; and
WHEREAS, as additional compensation for services provided by the
Employee pursuant to the Agreement, the Agreement provided that the Employee
would be entitled to receive an annual cash bonus of $150,000 for each of his
first four years of employment with the Company, such bonuses being payable
subject to the Company meeting certain performance targets; and
WHEREAS, in recognition of the Employee's valuable contributions to the
Company in connection with the Company's recent sale of its glass recycling
operations, the Company desires to amend the Agreement to provide, and the
Employee desires to accept, additional compensation for the Employee in the form
of restricted shares of the Company's common stock in lieu of the cash bonuses.
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises and representations contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged herein, the
Company and the Employee agree as follows:
1. Subparagraph 2(b)(ii) of the Agreement is hereby amended
by deleting the subparagraph in its entirety and substituting the following
in replacement thereof:
(ii) In addition to the bonus described in subparagraph
2(b)(i) hereof, the Employee shall be entitled to receive
126,316 shares (the "Shares") of the Company's common stock,
par value $.01 per share (the "Common Stock"), such Shares to
vest cumulatively as follows: 31,579 of the Shares shall vest
on October 26, 1996; 31,579 of the Shares shall vest on
October 26, 1997; 31,579 of the Shares shall vest on October
26, 1998; and the remainder, 31,579 of the Shares, shall vest
on October 26, 1999. The Employee acknowledges that such
shares shall be restricted shares, subject to forfeiture as
provided in the Restricted Stock Agreement attached hereto as
EXHIBIT A and incorporated herein in its entirety by
reference.
2. Subparagraph 6(c)(ii) of the Agreement is hereby amended
by deleting the subparagraph in its entirety and substituting the following
in replacement thereof:
(ii) In the event of the termination of this Agreement
pursuant to subparagraph 6(b)(i) or in the event of the
termination of this Agreement by the Company as permitted
under subparagraph 6(b)(iii) hereof, all rights and
obligations of the Company and the Employee under the
Agreement shall cease immediately, except that: (i) the
Employee's obligations under paragraphs 3, 4, 5 and 7 hereof
shall survive such termination; (ii) the Shares granted to the
Employee pursuant to Section 2(b)(ii) hereof shall continue to
vest as provided herein; and (iii) the Employee shall be
entitled to continue to receive payment of his base salary at
the then current rate for the next two (2) succeeding years,
and thereafter, the Employee shall have no right to receive
any compensation hereunder.
3. Except as modified by this Amendment, all other terms of the
Agreement shall continue in full force and effect without modification.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Employment Agreement in duplicate originals, effective as of October 26, 1995.
ALLWASTE, INC.
By: Xxxxxxx X. Xxxxxxx
Vice President, General Counsel and Secretary
XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
