Exhibit 10.4
AMENDMENT NUMBER ONE
This AMENDMENT NUMBER ONE (hereinafter the "Amendment") is made and
entered into as of this 31 day of January, 2003, by and between REPUBLIC
SERVICES, INC., a Delaware corporation, (hereinafter the "Company") and XXXXX
X. XXXXXXX, a Florida Resident (hereinafter the "Employee"):
RECITALS
WHEREAS, the Company and the Employee have heretofore entered into a
certain Employment Agreement dated as of October 25, 2000 ("Employment
Agreement"; terms defined therein being used herein as therein defined); and
WHEREAS, the Company and the Employee wish to make amendments to the
Employment Agreement as set forth below;
A. For all purposes therein, Section 2 of the Employment
Agreement is hereby amended to insert the following:
2. Compensation.
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(l) Tax and Estate Planning. During the term of this Agreement,
the Employee shall be reimbursed, on an annual basis, for all
out-of-pocket expenses reasonably incurred by him for
financial, tax and estate planning, provided that the total
amount of such reimbursement for any year shall not exceed
two percent (2%) of his Base Salary in such year. The
Employee shall retain the right to determine the provider for
any such services.
B. For all purposes therein, Section 4(a) of the Employment
Agreement is hereby deleted and substituted in lieu thereof is the following:
4. Termination of Employment by Employee for Change of Control.
(a) Termination Rights. Notwithstanding the provisions of Section
2 and Section 3 of this Agreement, in the event that there
shall occur a Change of Control (as defined below) of the
Company and within two years after such Change of Control the
Employee's employment hereunder is terminated by the Company
without Cause or by the Employee for Good Reason, then the
Company shall be required to pay to the Employee (i) the
Severance Payment provided in Section 3(c), except that the
continuation of Salary under 3(c) shall be for three (3)
years from the date of termination and that the Severance
Payment shall be paid in a single lump sum in full, (ii) the
product of three multiplied by the maximum Bonus that
Employee would have been eligible for with respect to the
Fiscal Year in which such termination occurs, assuming that
all performance objectives are met, in a single lump sum. The
foregoing payments shall be made no later than 10 days after
the Employee's termination pursuant to this Section 4. To the
extent that payments are owed by the Company to the Employee
pursuant to this Section 4, they shall be made in lieu of
payments pursuant to Section 3, and in no event shall the
Company be required to make payments or provide benefits to
the Employee under both Section 3 and Section 4.
C. All other provisions or terms of the Employment Agreement are
hereby ratified and confirmed, including but not limited to, the provisions and
terms of Sections 5, 6, and 7 thereof.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Amendment effective as of the date first written above.
REPUBLIC SERVICES, INC., a Delaware
corporation
By: /s/ Xxxxx X. X'Xxxxxx
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Its: Chairman and Chief Executive Officer
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EMPLOYEE:
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
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