Exhibit 10.4
AMENDMENT NO. 3 TO THE
EMPLOYMENT AGREEMENT FOR J. XXXX XXXXXXX
This AMENDMENT NO. 3 (this "Amendment") is to the Employment Agreement
dated February 19, 1999 (the "Employment Agreement"), and Amendment No. 1 to the
Employment Agreement (as amended by the Agreement Concerning Employment Rights,
dated January 27, 2000 (the "First Amendment"), and Amendment No. 2, dated
effective as of March 1, 2001, by and between J. Xxxx Xxxxxxx, an individual,
hereinafter referred to as "Executive", and Synagro Technologies, Inc., a
Delaware corporation, hereinafter referred to as "Synagro" or the "Company."
WHEREAS, Executive and Synagro desire and hereby mutually agree to amend
the Executive's Employment Agreement and its Amendment Nos. 1 and 2 in certain
limited respects, as more specifically set forth below; and
WHEREAS, capitalized terms not defined herein shall have the meanings given
to them in the Employment Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and covenants set forth herein, agree as follows:
Amendments to Employment Agreement and Amendment Nos. 1 and 2 Thereto.
1. Compensation.
a. Section "2. Compensation" as previously amended by the Agreement
Concerning Employment Rights shall be referred to as subsection (a) and is
amended in part as follows:
The annual base salary stated in Section 2 is hereby changed from
$175,000 to $255,000.
b. The following paragraph is added as Section 2(b):
(b) For so long as Executive is employed by the Company and for
thirty (30) days thereafter, the following shall apply:
To the extent dividends are declared and paid on Synagro's Common
Stock, the Employee will be entitled to receive shares of Common
Stock under the Synagro Technologies, Inc. 2005 Restricted Stock
Plan (or any successor equity incentive plan thereto), provided
that such Employee then held options to purchase Common Stock.
The value of the shares of Common Stock received will equal the
value of dividends that would have been payable on the Common
Stock underlying the options to purchase Common Stock then held
Initials: __________
Initials: __________
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by such Employee if such options had been exercised. Common Stock
awards relating to options that are then vested and exercisable
will not be subject to any restriction on transfer. Awards
relating to options that are not then vested shall contain
appropriate restrictions on transfer that shall lapse when such
options become vested and exercisable. If the option(s) lapses
and does not vest, then the restricted common stock award(s)
related to such option(s) shall be forfeited and returned to
Synagro pursuant to the 2005 Restricted Stock Plan.
2. Amendment to Amendment No. 2. The provisions of paragraph number 1 of
Amendment No. 2 to the Employment Agreement of J. Xxxx Xxxxxxx is amended in
part to delete the following sentences in their entirety:
As a condition to receiving the Option Payment, Executive must
surrender all other options to purchase Synagro common stock that he
has been granted. However, the Option Payment shall not be required to
be made if Executive has, at any time, whether before or after the
date of this agreement, been granted (for purposes hereof, existing
options which are repriced to an exercise price of $2.50 shall be
deemed to be re-granted) options to purchase an aggregate amount of
shares of common stock of Synagro equal to the Base Option Amount with
an average strike price of $2.50 or less.
Ratification. Except as expressly amended by this Amendment, the Employment
Agreement, Amendment No. 1 and Amendment No. 2 to the Employment Agreement of J.
Xxxx Xxxxxxx (herein together "the Agreement") shall remain in full force and
effect. None of the rights, interests and obligations existing and to exist
under the Agreement are hereby released, diminished or impaired, and the parties
hereby reaffirm all covenants, representations and warranties in the Agreement.
IN WITNESS WHEREOF; the parties have caused this Amendment to be duly
executed on December 7, 2005.
SYNAGRO TECHNOLOGIES, INC., a
Delaware corporation
By: s/s Xxxxx X. Xxxxxx XX
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Name: Xxxxx X. Xxxxxx XX
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Title: EVP General Counsel
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Initials: __________
Initials: __________
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SUBSCRIBED AND SWORN TO before me, the undersigned authority on this 7th
day of December, 2005.
/s/
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Notary Public
By /s/ J. Xxxx Xxxxxxx
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J.Xxxx Xxxxxxx, an individual
SUBSCRIBED AND SWORN TO before me, the undersigned authority on this 7th
day of December, 2005.
/s/
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Notary Public
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