0000950137-04-008362 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • October 7th, 2004 • Covanta Energy Corp • Cogeneration services & small power producers • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”), made this 5th day of October, 2004, by and between Covanta Projects, Inc., a Delaware corporation (the “Employer”), Covanta Energy Corporation, a Delaware corporation (the “Company”), Danielson Holding Corporation, a Delaware corporation (the “Parent Company”), and Timothy J. Simpson, an individual (the “Executive”).

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DANIELSON HOLDING CORPORATION EQUITY AWARD PLAN FOR EMPLOYEES AND OFFICERS
Equity Award Plan • October 7th, 2004 • Covanta Energy Corp • Cogeneration services & small power producers • Delaware
DANIELSON HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • October 7th, 2004 • Covanta Energy Corp • Cogeneration services & small power producers • Delaware

THIS AGREEMENT is made and entered into as of this 5th day of October, 2004 (the “Grant Date”) by and between Danielson Holding Corporation, a Delaware corporation (the “Company”), and (the “Employee”), pursuant to the Danielson Holding Corporation 2005 Equity Award Plan for Employees and Officer (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:

DANIELSON HOLDING CORPORATION STOCK OPTION AGREEMENT FOR EMPLOYEES AND OFFICERS
Stock Option Agreement • October 7th, 2004 • Covanta Energy Corp • Cogeneration services & small power producers

THIS STOCK OPTION AGREEMENT, is made as of this 5th day of October, 2004 (the “Grant Date”) between Danielson Holding Corporation, a Delaware corporation (the “Company”), and (the “Optionee”). Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed to them in the Danielson Holding Corporation Equity Award Plan for Employees and Officers (the “Plan”).

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