FIRST AMENDMENT TO STOCK OPTION AGREEMENT
Exhibit 10.59
This FIRST AMENDMENT (this “Amendment”) to that certain Stock Option Agreement, dated
effective as of February 11, 2003 (the “Option Agreement”), is made by and between AMERICAN ECOLOGY
CORPORATION, a Delaware corporation (the “Company”), and XXXXXXX X. XXXXXX (the “Optionee”). The
Company and Optionee desire to amend the Option Agreement, effective as of December 7, 2006, as
follows:
1. Exercisability. Section 3.a. of the Option Agreement is hereby amended in
its entirety to read as follows:
| a. | The Option granted herein may be exercised in whole or in part,
to the extent then vested and subject to earlier termination as provided herein,
continuing to a date 10 years subsequent to the date hereof (the “Expiration
Date”). In the event the Option is exercised in full or in part prior to a
Change of Control of the Company, the Optionee agrees, as a condition to such
exercise, that he will, so as long as retains the title of Chief Executive
Officer of the Company, retain that number of “after-tax” shares received by him
from any such exercise which are equal in value to four (4) times Optionee’s
annual salary from the Company, valued as of the date of exercise of the Option;
provided, that such retention obligation shall terminate and no longer apply
upon a Change of Control or termination of employment without Cause or
resignation for Good Reason (as defined in the Employment Agreement) or a change
in Optionee’s title from that of Chief Executive Officer. Failure to comply
with this provision will result in Optionee’s forfeiture of the unvested portion
of the Option and ineligibility to participate in the Company’s incentive
programs. |
2. Restatement of Option Agreement. The remainder of the Option Agreement, as
modified by this Amendment, shall remain in full force and effect, and shall be binding on the
parties hereto according to its terms. The Option Agreement shall be construed, to the extent
possible, so as to be consistent with this Amendment.
3. Miscellaneous. This Amendment may not be modified, supplemented or amended except
in a writing signed by the parties. This Amendment shall be binding upon, and shall inure to the
benefit of, the parties’ respective heirs, executors, representatives, successors and assigns.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument. Any signed
counterpart may be delivered by facsimile or other form of electronic transmission with the same
legal force and effect as delivery of an originally signed document.
IN WITNESS WHEREOF, the parties have executed this First Amendment to Stock Option Agreement
effective as of the date set forth above.
Company:
|
AMERICAN ECOLOGY CORPORATION: | |||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Print Name: | XXXXXXX X. XXXXX | |||
| Title: | Chairman of the Board of Directors | |||
Optionee:
|
/s/ Xxxxxxx Xxxxxxx Xxxxxx | |||
| XXXXXXX X. XXXXXX |
