COVANTA HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.1
THIS AGREEMENT is made and entered into as of this 16th day of August, 2010 (the “Grant Date”)
by and between Covanta Holding Corporation, a Delaware corporation (the “Company”), and Xxxxxx
Xxxxxxx (the “Employee”), pursuant to the Covanta Holding Corporation Equity Award Plan for
Employees and Officers (the “Plan”). This Agreement and the award contained herein is subject to
the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the
following terms and conditions:
WITNESSETH:
WHEREAS, Employee is an employee of the Company or its Affiliates or Subsidiaries;
WHEREAS, the Company has adopted the Plan in order to promote the interests of the Company and
its stockholders by using equity interests in the Company to attract, retain and motivate its
management and other eligible persons and to encourage and reward their contributions to the
Company’s and/or its Affiliates’ and Subsidiaries’ performance and profitability;
WHEREAS, the Compensation Committee of the Board (the “Compensation Committee”) has determined
that it is in the best interests of the Company to grant Restricted Stock (as defined herein) under
the Plan to Employee on the terms and conditions set forth below; and
WHEREAS, the Employee is entrusted with knowledge of the confidential and proprietary
information and particular business methods of the Company, Covanta Energy Corporation and their
respective Subsidiaries and Affiliates (“Covanta Group”) and the clients of the Covanta Group, and
the Employee is trained and instructed in the Covanta Group’s particular operations, all of which
is exceptionally valuable to the Covanta Group and vital to the success of the Covanta Group’s
business.
NOW, THEREFORE, in consideration of the various covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Award of Restricted Stock. In consideration for the continued service of the
Employee to any member of the Covanta Group, and as part of the Plan, the Company hereby awards to
the Employee, subject to the further terms and conditions set forth in this Agreement, 30,675
shares (the “Restricted Stock”) of its common stock, $0.10 par value per share (the “Common
Stock”), as of the Grant Date.
2. Rights of Stockholder. Employee shall have all of the rights of a stockholder with
respect to the shares of Restricted Stock (including the right to vote the shares of Restricted
Stock and the right to receive dividends with respect to the shares of Restricted Stock), except as
provided in Section 3 and Section 6 hereof.
3. Restrictions on Transfer. Except as otherwise provided in this Agreement, Employee
may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the shares of
Restricted Stock or the rights granted hereunder (any such disposition or encumbrance being
referred to herein as a “Transfer”). Any Transfer or purported Transfer by Employee of any of the
shares of Restricted Stock shall be null and void and the Company shall not recognize or give
effect to such Transfer on its books and records or recognize the person to whom such purported
Transfer has been made as the legal or beneficial holder of such shares. The shares of Restricted
Stock shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and
no person shall be entitled to exercise any rights of Employee as the holder of such Restricted
Stock by virtue of any attempted execution, attachment or other process until the restrictions
imposed herein on the Transfer of the shares of Restricted Stock shall lapse as provided in Section
4 hereof. All certificates representing the shares of Restricted Stock shall have endorsed thereon
the following legend (in addition to any other legends that are customary or required on
certificates representing shares of the Company’s Common Stock):
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE) SET FORTH IN A
RESTRICTED STOCK AWARD AGREEMENT DATED AS OF AUGUST 16, 2010 BETWEEN THE COMPANY AND
THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT SHALL BE NULL AND
VOID.”
If and when the restrictions imposed herein on the transfer of shares of Restricted Stock
shall have lapsed as provided in Section 4 hereof, certificates for such shares without the
restricted stock legend set forth in this section shall be delivered to the Employee. Until such
restrictions have lapsed, any certificates representing any shares of Restricted Stock shall be
held in custody by the Company. Employee may request the removal of such restricted stock legend
from certificates representing any shares of Restricted Stock as to which the restrictions imposed
herein on the transfer thereof shall have lapsed as provided in Section 4 hereof. Such request
shall be in writing to the General Counsel of the Company.
4. Lapse of Restrictions and Forfeiture. Subject to Section 4(b) hereof, the
restrictions on transfer imposed on the shares of Restricted Stock by Section 3 and this Section 4
shall lapse with respect to the shares of Restricted Stock and the Employee will vest, or gain
actual “ownership” of the shares of Restricted Stock in accordance with the terms of Section 4(a)
hereof.
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(a) Restricted Stock Vesting. The Restricted Stock awarded hereunder shall vest as of the
dates and in the amounts set forth below provided that Employee is employed on such date by any
member of the Covanta Group:
| A. | 7,688 shares shall vest on March 17, 2011; | ||
| B. | 7,669 shares shall vest on March 17, 2012; | ||
| C. | 7,669 shares shall vest March 17, 2013; and | ||
| D. | 7,669 shares shall vest on March 17, 2014. |
(b) Notwithstanding anything to the contrary in Section 4(a), in the event that prior to the
lapse of restrictions on transfer pursuant to Section 4(a), Employee’s employment with all of the
Covanta Group is terminated for any reason other than death or Disability, Employee shall forfeit,
on the date on which his employment is terminated, all of the shares of Restricted Stock as to
which the restrictions on transfer imposed thereon by Section 3 hereof shall not have lapsed prior
to such date.
(c) Notwithstanding anything to the contrary in Section 4(a) hereof, in the event of a Change
in Control, the restrictions on transfer imposed by Section 3 on the shares of Restricted Stock
shall lapse. For purposes of this Agreement, a “Change in Control” shall mean the occurrence of
any of the following events, each of which shall be determined independently of the others: (i)
any “Person” (as hereinafter defined), other than a holder of at least 10% of the outstanding
voting power of the Company as of the date of this Agreement, becomes a “beneficial owner” (as such
term is used in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) of a majority of the stock of the Company entitled to vote in the election of
directors of the Company; (ii) individuals who are Continuing Directors of the Company (as
hereinafter defined) cease to constitute a majority of the members of the Board; (iii) stockholders
of the Company adopt and consummate a plan of complete or substantial liquidation or an agreement
providing for the distribution of all or substantially all of the assets of the Company; (iv) the
Company is a party to a merger, consolidation, other form of business combination or a sale of all
or substantially all of its assets, with an unaffiliated third party, unless the business of the
Company following consummation of such merger, consolidation or other business combination is
continued following any such transaction by a resulting entity (which may be, but need not be, the
Company) and the stockholders of the Company immediately prior to such transaction hold, directly
or indirectly, at least a majority of the voting power of the resulting entity; provided, however,
that a merger or consolidation effected to implement a recapitalization of the Company (or similar
transaction) shall not constitute a Change in Control; (v) there is a Change in Control of the
Company of a nature that is reported in response to item 5.01 of Current Report on Form 8-K or any
similar item, schedule or form under the Exchange Act, as in effect at the time of the change,
whether or not the Company is then subject to such reporting requirements; provided, however, that
for purposes of this Agreement a Change in Control shall not be deemed to occur if the Person or
Persons deemed to have acquired control is a holder of at least 10% of the outstanding voting power
of the Company as of the date of this Agreement; or (vi) the Company consummates a
transaction which constitutes a “Rule 13e-3 transaction” (as such term is defined in Rule
13e-3 of the Exchange Act) prior to the termination or expiration of this Agreement.
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(d) In the event of a Rule 13e-3 transaction, then effective coincident with the consummation
of such Rule 13e-3 transaction, the restrictions on transfer imposed by Section 3 on the shares of
Restricted Stock shall lapse; provided, however, that notwithstanding the foregoing, in connection
with the consummation of such Change in Control or Rule 13e-3 transaction, all such unvested shares
of Restricted Stock then held by Employee shall be deemed to vest and become exercisable at such
time in order to permit Employee to participate in such transaction.
(e) In the event that Employee is an employee of Covanta Energy Corporation and its
subsidiaries, then the references to the Company in Section 4(c)(i), (iii), (iv), (v) and (vi)
above shall also include, in the alternative, Covanta Energy Corporation.
(f) For purposes of this Section 4, “Continuing Directors” shall mean the members of the Board
on the date of execution of this Agreement, provided that any person becoming a member of the Board
subsequent to such date whose election or nomination for election was supported by at least a
majority of the directors who then comprised the Continuing Directors shall be considered to be a
Continuing Director; and the term “Person” is used as such term is used in Sections 13(d) and 14(d)
of the Exchange Act.
5. Transferability. Notwithstanding anything contained in this Agreement to the
contrary, shares of Restricted Stock are not transferable or assignable by the Employee until the
restrictions thereon have lapsed.
6. Adjustment Provisions. If, during the term of this Agreement, there shall be any
merger, reorganization, consolidation, recapitalization, stock dividend, stock split, rights
offering or extraordinary distribution with respect to the Common Stock, or other change in
corporate structure affecting the Common Stock, the Compensation Committee shall make or cause to
be made an appropriate and equitable substitution, adjustment or treatment with respect to the
Restricted Stock, including a substitution or adjustment in the aggregate number or kind of shares
subject to this Agreement, notwithstanding that the Restricted Stock are subject to the
restrictions on transfer imposed by Section 3 above. Any securities, awards or rights issued
pursuant to this Section 6 shall be subject to the same restrictions as the underlying Restricted
Stock to which they relate.
7. Tax Withholding. As a condition precedent to the receipt of any shares of
Restricted Stock hereunder, Employee agrees to pay to the Company, at such times as the Company
shall determine, such amounts as the Company shall deem necessary to satisfy any withholding taxes
due on income that Employee recognizes as a result of (i) the lapse of the restrictions imposed by
Section 3 hereof on the shares of Restricted Stock or (ii) Employee’s filing of an election
pursuant to Section 83(b) of the Internal Revenue Code of 1986 (the “Code”), as amended, with
respect to the shares of Restricted Stock. The obligations of the Company under this Agreement and
the Plan shall be conditional on such payment or arrangements, and the Company, its Affiliates and
Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from
any payment otherwise due to the Employee.
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In addition, Employee may elect, unless otherwise determined by the Compensation Committee, to
satisfy the withholding requirement by having the Company withhold shares of vested Restricted
Stock with a Fair Market Value, as of the date of such withholding, sufficient to satisfy the
withholding obligation.
8. Registration. This grant is subject to the condition that if at any time the Board
or Compensation Committee shall determine, in its discretion, that the listing of the shares of
Common Stock subject hereto on any securities exchange, or the registration or qualification of
such shares under any federal or state law, or the consent or approval of any regulatory body,
shall be necessary or desirable as a condition of, or in connection with, the grant, receipt or
delivery of shares hereunder, such grant, receipt or delivery will not be effected unless and until
such listing, registration, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board or Compensation Committee. The Company agrees
to make every reasonable effort to effect or obtain any such listing, registration, qualification,
consent or approval.
9. Rights of Employee. In no event shall the granting of the Restricted Stock or the
other provisions hereof or the acceptance of the Restricted Stock by Employee interfere with or
limit in any way the right of the Company, an Affiliate or Subsidiary to terminate Employee’s
employment at any time, nor confer upon Employee any right to continue in the employ of the
Company, an Affiliate or Subsidiary for any period of time or to continue his or her present or any
other rate of compensation.
10. Noncompetition; Nonsolicitation; Confidential Information, etc. Employee hereby
acknowledges that, during and solely as a result of Employee’s employment by the Company or its
Subsidiaries or Affiliates, Employee has received and will continue to receive special training and
education with respect to the operations of such entity(ies) and access to confidential information
and business and professional contacts, all of which is exceptionally valuable to the Covanta Group
and vital to the success of the Covanta Group’s business and other related matters. In
consideration of such special and unique opportunities afforded to Employee as a result of
Employee’s employment and the grant of Restricted Stock, Employee hereby agrees to be bound by and
acknowledges the reasonableness of the following covenants, which are specifically relied upon by
the Company and Covanta in entering into this Agreement and as a condition to the grant of the
Restricted Stock. Employee acknowledges and agrees that each of the individual provisions of this
Section 10 constitutes a separate and distinct obligation of Employee to the Covanta Group,
individually enforceable against Employee.
(a) Covenant Not to Compete. During the period Employee is employed by Company or its
Subsidiary and for a period following Employee’s termination of employment for any reason, equal to
the lesser of (i) the applicable severance period for the Employee’s job title and position as
provided in the Company’s severance plan, as in effect as of the date of termination of employment
and (ii) the severance period in effect as of the date of this Agreement, Employee shall not,
without the consent of the Board, in any form or any manner, directly or indirectly, on Employee’s
own behalf or in combination with others, become engaged in (as an individual, partner,
stockholder, director, officer, principal, agent, independent contractor, employee, trustee, lender
of money or in any other relation or capacity whatsoever, except as a holder of securities of a
corporation whose securities are publicly traded and which is
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subject to the reporting requirements of the Exchange Act, and then only to the extent of
owning not more than two percent (2%) of the issued and outstanding securities of such corporation
or other entity) or provide services to any business which renders services or sells products, or
proposes to render services or sell products, that compete with the Business of the Covanta Group
within the United States and any foreign country in which the Covanta Group conducts any aspect of
the Business during the term of this Agreement. For purposes of this Agreement, the term
“Business” shall mean the development, ownership and/or operation of businesses engaged in
waste-to-energy and other renewable energy facilities, waste management and/or waste procurement.
Notwithstanding the foregoing, after termination of Employee’s employment for any reason, Employee
shall be permitted to work for any business that owns and operates independent power generation
projects or that provides services to competitors or customers of the Covanta Group, so long as
such business, as determined in the good faith judgment of the Board, does not compete with the
Covanta Group.
(b) Covenant Not to Solicit Employees. During the period Employee is employed by the
Company or its Subsidiary and for a period equal to the lesser of (i) the applicable severance
period for the Employee’s job title and position as provided in the Company’s severance plan, as in
effect as of the date of termination of employment and (ii) the severance period in effect as of
the date of this Agreement, Employee agrees and covenants that he shall not, for any reason,
directly or indirectly, employ, solicit or endeavor to entice away from the Covanta Group (whether
for Employee’s own benefit or on behalf of another person or entity), or facilitate the
solicitation, employment or enticement of, any employee of the Covanta Group to work for Employee,
any affiliate of Employee or any competitor of the Covanta Group, nor shall Employee otherwise
attempt to interfere (to the Covanta Group’s detriment) in the relationship between the Covanta
Group and any such employees.
(c) Covenant Not to Solicit Customers. During the period Employee is employed by
Company or its Subsidiary and for a period equal to the lesser of (i) the applicable severance
period for the Employee’s job title and position as provided in the Company’s severance plan, as in
effect as of the date of termination of employment and (ii) the severance period in effect as of
the date of this Agreement, Employee agrees and covenants that he shall not, directly or
indirectly, in any form or manner, contact, solicit, or facilitate the contacting or solicitation
of, any Customer of the Covanta Group for the purpose of competing with the Business. For purposes
of this Agreement, the term “Customer” shall mean and refer to each person, entity, municipality or
other governmental entity that has a contract with or is actively being solicited by the Covanta
Group to deliver waste, receive services or purchase energy.
(d) Covenant of Confidentiality. At any time during the term of Employee’s employment
with the Company or its Subsidiary (pursuant to this Agreement or otherwise), and for a period of
five (5) years after the termination of Employee’s employment with the Company or its Subsidiary,
as applicable, for any reason, Employee shall not, except in furtherance of the Business of the
Covanta Group or otherwise with the prior authorization of the Company, in any form or manner,
directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation
or any other third party (other than in the course of Employee’s employment), or utilize for
Employee’s personal benefit or for the benefit of any competitor or customer of the Covanta Group
any Confidential Information. For purposes of this Agreement, “Confidential Information” shall
mean, but shall not be limited to, any technical or non-technical data,
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formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs,
processes, procedures, improvements, models or manuals of any member of the Covanta Group or which
are licensed by any member of the Covanta Group, any financial data or lists of actual or potential
customers or suppliers (including contacts thereat) of the Covanta Group, and any information
regarding the contracts, marketing and sales plans, which is not generally known to the public
through legitimate origins of the Covanta Group. The parties hereto each acknowledge and agree
that such Confidential Information is extremely valuable to the Covanta Group and shall be deemed
to be a “trade secret.” In the event that any part of the Confidential Information becomes
generally known to the public through legitimate origins (other than by the breach of this
Agreement by Employee or by misappropriation), or is required to be disclosed by legal,
administrative or judicial process (provided that Employee has provided to the Company and Covanta
reasonable prior notice of such request and the Company or Covanta has had a reasonable
opportunity, at its expense, to dispute, defend or limit such request for the Confidential
Information), that part of the Confidential Information shall no longer be deemed Confidential
Information for purposes of this Agreement, but Employee shall continue to be bound by the terms of
this Agreement as to all other Confidential Information.
(e) Return of Property. Upon termination of Employee’s employment for any reason,
Employee shall promptly deliver to the Company or its Subsidiary all correspondence, drawings,
blueprints, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial
documents or any other documents, including all copies in any form or media, concerning the Covanta
Group’s Customers, marketing strategies, products or processes which contain any Confidential
Information.
(f) Assignment of Inventions. Any and all writings, inventions, improvements,
processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or
developed by Employee, either solely or jointly with any other person or persons, whether or not
during working hours and whether or not at the request or upon the suggestion of the Company or its
Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or
hereafter carried on or contemplated by the Covanta Group, including developments or expansions of
its present fields of operations, shall be the sole and exclusive property of the Company or its
Subsidiaries or Affiliates, as applicable. Employee shall make full disclosure to the Company or
its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes,
procedures, techniques, or any other material of a proprietary nature, including, without
limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods,
systems, computer programs, trade secrets or other intellectual property whether or not patentable
or copyrightable and specifically including, but not limited to, copyright and mask works,
formulae, compositions, products, processes, apparatus, and new uses of existing materials or
machines (collectively, “Inventions”), made, conceived or first reduced to practice by Employee
solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and
which relate to or result from the actual or anticipated business, work, research or investigation
of the Covanta Group or which are suggested by or result from any task assigned to or performed by
Employee for the Covanta Group; and Employee shall do everything necessary or desirable to vest the
absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. Employee
shall write and prepare all descriptions, specifications and procedures regarding the Inventions as
may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its
Subsidiaries or
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Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its
Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and
present applications for copyright or letters patent therefor and can secure such copyright or
letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can
obtain the record title to such copyright or patents so that the Company or its Subsidiaries or
Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to
have copyright or patent protection. Employee will, at the Company’s or its Subsidiaries or
Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed
reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its
Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend
to any country in the world and shall attach to each Invention notwithstanding that it is
perfected, improved, reduced to specific form or used after termination Employee’s employment.
Employee agrees to lend such assistance as he or she may be able, at the Company’s or its
Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of
patent, trade secrets, copyright or application thereof, as may be determined by the Company or its
Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may
agree to pay Employee a reasonable fee to defray any costs or time incurred by Employee in
providing such assistance. Employee shall not be entitled to any additional or special
compensation or reimbursement regarding any and all such writings, inventions, improvements,
processes, procedures and techniques.
(g) Equitable Remedies. In the event that Employee breaches any of the terms or
conditions set forth in this Section 10 (collectively, the “Restrictive Covenants”), Employee
stipulates that such breach will result in immediate and irreparable harm to the business and
goodwill of the Company and/or its Subsidiaries or Affiliates and that damages, if any, and
remedies at law for such breach would be inadequate. The Company and/or its Subsidiaries or
Affiliates shall therefore be entitled to seek for and receive from any court of competent
jurisdiction a temporary restraining order, preliminary and permanent injunctive relief and/or an
order for specific performance to protect its rights and interests and to restrain any violation of
this Agreement and such further relief as the court may deem just and proper, each without the
necessity of posting bond. Following judgment or other final determination by such court, the
non-prevailing party in such proceeding shall pay the costs and expenses (including court costs and
reasonable attorneys’ fees) of the prevailing party. The Company and/or its Subsidiaries or
Affiliates may elect to seek such remedies at its sole discretion on a case by case basis. Failure
to seek any or all remedies in one case shall not restrict the Company and/or its Subsidiaries or
Affiliates from seeking any remedies in another situation. Such action by the Company and/or its
Subsidiaries or Affiliates shall not constitute a waiver of any of its rights.
(h) Continuing Obligation. During Employee’s employment and upon termination of
Employee’s employment for any reason the obligations, duties and liabilities of Employee pursuant
to Sections 10(a), 10(b), 10(c), 10(d) and 10(e) of this Agreement are continuing, and for the
periods set forth in such provisions hereof are absolute and unconditional, and shall survive and
remain in full force and effect as provided in each such Section. Notwithstanding anything else
contained in this Agreement to the contrary, the parties hereto agree that in the event, and at the
moment, Employee breaches any of the terms, duties or obligations contained in Sections 10(a),
10(b), 10(c), and 10(d) of this Agreement, all of the shares of Restricted Stock as to which the restrictions on transfer imposed thereon by Section
3 hereof shall not have lapsed prior to such date will immediately be cancelled and forfeited.
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11. Construction.
(a) Successors. This Agreement and all the terms and provisions hereof shall be
binding upon and shall inure to the benefit of the parties hereto and their respective legal
representatives, heirs and successors, except as expressly herein otherwise provided.
(b) Entire Agreement; Modification. This Agreement contains the entire understanding
between the parties with respect to the matters referred to herein. Subject to Section 16(c) of
the Plan, this Agreement may be amended by the Board or Compensation Committee at any time.
(c) Capitalized Terms; Headings; Pronouns; Governing Law. Capitalized terms used and
not otherwise defined herein are deemed to have the same meanings as in the Plan. The descriptive
headings of the respective sections and subsections of this Agreement are inserted for convenience
of reference only and shall not be deemed to modify or construe the provisions which follow them.
Any use of any masculine pronoun shall include the feminine and vice-versa and any use of a
singular, the plural and vice-versa, as the context and facts may require. The construction and
interpretation of this Agreement shall be governed in all respects by the laws of the State of
Delaware.
(d) Notices. Each notice relating to this Agreement shall be in writing and shall be
sufficiently given if delivered by registered or certified mail, or by a nationally recognized
overnight delivery service, with postage or charges prepaid, to the address hereinafter provided in
this Section 10. Any such notice or communication given by first-class mail shall be deemed to
have been given two business days after the date so mailed, and such notice or communication given
by overnight delivery service shall be deemed to have been given one business day after the date so
sent, provided such notice or communication arrives at its destination. Each notice to the Company
shall be addressed to it at its offices at 00 Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (attention:
Chief Financial Officer), with a copy to the Secretary of the Company or to such other designee of
the Company. Each notice to the Employee shall be addressed to the Employee at the Employee’s
address shown on the signature page hereof.
(e) Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement or the application thereof to any party or circumstance shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the minimal extent of such
provision or the remaining provisions of this Agreement or the application of such provision to
other parties or circumstances.
(f) Counterpart Execution. This Agreement may be executed in counterparts, each of
which shall constitute an original and all of which, when taken together, shall constitute the
entire document.
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| COVANTA HOLDING CORPORATION |
||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Title President and CEO | ||||
| Accepted this 16th day of August, 2010. |
||||
| /s/ Xxxxxx Xxxxxxx | ||||
EMPLOYEE’S ADDRESS:
000 Xxxxxxxxx Xxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
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