AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is
entered into as of November 29, 2016 by and among Meridian Waste
Solutions, Inc., a New York corporation (the “Company”)
and Xxxxxxx X. Xxxxxx (“Executive”). The Company and
Executive are also each hereinafter referred to individually as a
“Party” and together as the
“Parties”.
RECITALS
WHEREAS, Executive
serves as the Chairman and Chief Executive Officer of the Company
pursant to that certain Executive Employment Agreement, dated as of
March 11, 2016 , between the Patires (the “Original
Agreement”); and
WHEREAS, the
Parties desire to amend the Original Agreement.
NOW
THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Parties hereby agree as
follows:
1.
Amendments. The Original
Agreement shall be amended as follows:
a.
References to this
“Agreement” shall mean the Original Agreement as
amended by this Amendment.
b.
Section 5.04 of the
Original Agreement is amended and restated in its entirety as
follows:
Consequences of
Termination. Upon any
termination of Executive’s employment with the Company,
except for a termination for Cause, the Executive shall be entitled
to (a) a payment equal to the greater of (i) two (2) years’
worth of the thenexisting Base and (ii) the last year’s
Bonus (the “Severance”) and (b) retain the benefits set
forth in Article IV for the balance of the term. If the Severance
is equal to the amount set forth in clause (ii), the Company shall
also pay to Executive in a timely fashion any excise and other
penalties and taxes as a result of section 280G of the Internal
Revenue Code of 1986 as amended (or such replacement or successor
provision and applicable state law counterpart). The Severance
shall be paid, at Executive’s option, either (x) in a lump
sum upon termination with such payments discounted by the U.S.
Treasury rate most closely comparable to the applicable time period
left in the Agreement or (y) as and when normal payroll payments
are made (except in the case of the Bonus which shall be payable in
a lump sum between January 1 and January 10 of each year).
As a condition to the Company’s obligation to pay said
Severance, Executive shall execute a comprehensive release of any
and all claims that Executive may have against the Company
(excluding any claims for the Company to pay or provide Accrued
Obligations and Severance Benefits) (Release of Claims) within
twenty one (21) days of the effective date of termination of
employment, and Executive shall not revoke said
release in writing within seven (7) days of execution.
2.
Governing Law; Jurisdiction.
This Amendment shall be governed by and construed in accordance
with the internal laws of the State of New York without giving
effect to any choice or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction). Any legal
proceeding arising out of or based upon this Agreement shall be
instituted in the federal courts or the courts of the state of New
York and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such proceeding.
3.
Counterparts. This Amendment
may be executed in several counterparts, each of which shall be
deemed to be an original copy and all of which together shall
constitute one agreement binding on all parties hereto,
notwithstanding that all the parties shall not have signed the same
counterpart.
IN WITNESS WHEREOF, each of the
undersigned hereby (a) executes this Agreement; (b) confirms its
agreement with the provisions and covenants herein provided; and
(c) agrees to be bound by this Agreement.
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COMPANY:
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EXECUTIVE:
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By:
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/s/ Xxxxxx X. Xxxx, Xx.
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/s/ Xxxxxxx Xxxxxx
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Name:
Xxxxxx X. Xxxx, Xx.
Title:
President and
Chief Operating Officer
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XXXXXXX XXXXXX, individually |
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