exv10w14



 





Exhibit 10.14




AMENDMENT NO. 1

TO EMPLOYMENT AGREEMENT FOR ROBERT C. BOUCHER, JR.




     THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Contract dated March 1, 2002
(the “Employment Contract”), is dated effective as of May 24, 2004, by and between Robert C.
Boucher, Jr., 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 entered into the Employment Contract as of March 1, 2002 when
he was hired as the Company’s President and Chief Operations Officer;



     WHEREAS, Executive was promoted by the Company’s Board of Directors from President and Chief
Operating Officer to Chief Executive Officer;



     WHEREAS, Executive and Synagro desire to amend the Employment Contract in certain respects as
more specifically set forth below to reflect Executive’s duties and responsibilities as Chief
Executive Officer; and



     WHEREAS, capitalized terms not defined herein shall have the meanings given to them in the
Employment Contract.



     NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and covenants set
forth herein, agree as follows:



     Amendments to Employment Contract.




	 	1.	 	The parties hereby agree to amend Section “1 Employment” in it’s
entirety to read as follows:





     “During the Employment Period (as defined in Section 4 hereof), the Company
shall employ Executive, and Executive shall serve, as Chief Executive Officer of the
Company. Executive’s principal place of employment shall be at the Company’s principal
corporate offices in Houston, Texas during the Employment Period.




	 	2.	 	The parties hereby agree to amend Section “2 Compensation” in part as
follows:





     The annual base salary stated in Section 2 is hereby changed from “$240,000” to read
“$265,200.”




	 	3.	 	The parties hereby agree to amend Section “3 Duties and Responsibilities
of Executive” in it’s entirety to read as follows:






“During the Employment Period, Executive shall devote his services full time to the



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business of the Company and perform the duties and responsibilities assigned to him by the
Board of Directors to the best of his ability and with reasonable diligence. In determining
Executive’s duties and responsibilities, the Board of Directors shall act in good faith and
shall not assign duties and responsibilities to Executive that are not appropriate or
customary with respect to the position of Executive hereunder. This Section 3 shall
not be construed as preventing Executive from engaging in reasonable volunteer services for
charitable, educational or civic organizations, or from investing his assets in such form or
manner as will not require a material amount of his services in the operations of the
companies or businesses in which such investments are made.”




	 	4.	 	The parties hereby agree to amend Section “4 Term of Employment” in
part as follows:






The Term of Employment stated in Section 4 is hereby changed from “12 consecutive months” to
read “24 consecutive months.” All places in the Employment Contract where the Term of
Employment refers to “12 months” are hereby changed to “24 months.”




	 	5.	 	The parties hereby agree to amend Section “6 Rights and Payments upon
Termination” in part as follows:






The first paragraph of sub-section 6(b) Severance Payment is amended in it’s entirety to
read as follows: “Notwithstanding any other provision of this Agreement to the contrary, in
the event that: (i) Executive’s employment hereunder is terminated by the Company at any
time for any reason except (A) for Cause (as defined below) or (B) Executive’s death or
Disability (as defined below) or (ii) Executive terminates his own employment hereunder at
any time for Good Reason (as defined below), then, in either such event, Executive shall be
entitled to receive, and the Company shall be obligated to pay, a lump sum cash payment
equal to two hundred percent (200%) of the sum of X and Y. For purposes of the immediately
preceding sentence, X is the present value of Executive’s annual salary pursuant to
Section 2 or the annual salary then being paid to him, whichever is greater, and Y
is the Executive’s bonus payment(s) made by the Company to the Executive in the Company’s
fiscal year immediately preceding the fiscal year in which his termination of employment
occurred. For purposes of the immediately preceding sentence, the “present value” of such
annual salary shall be determined in accordance with the regulations under Section 280G of
the Code (as defined below). Also, except as otherwise specifically provided in this
Section 6(b), such severance payment shall be in addition to, and shall not reduce
or offset, any other payments that are due to Executive from the Company or any other source
or under any other agreements, except any severance pay plan or program maintained by the
Company that covers employees generally. The provisions of this Section 6(b) shall
supersede any conflicting provisions of this Agreement but shall not be construed to
curtail, offset or limit Executive’s rights to any other payments, whether contingent upon a
Change in Control (as defined below) or otherwise, under the Agreement or any other
agreement, contract, plan or other source of payment except as specifically provided herein.
In



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addition, in the event of a Change in Control, Executive shall be entitled to receive the
bonus payment described in Section 9 hereof, if applicable.”




	 	6.	 	“To achieve the goals and objectives set out in the Recitals, which are
incorporated into this Agreement as though more fully set forth in this Section,
Synagro and Executive agree that for so long as Executive remains employed by Synagro
and for thirty-days thereafter, in the event that:






	 	(i)	 	Executive’s employment hereunder is terminated by the
Company at any time for any reason except (A) for Cause or (B)
Executive’s death or Disability;
	 
	 	(ii)	 	Executive terminates his own employment hereunder at
any time for Good Reason; or
	 
	 	(iii)	 	a Change of Control (not otherwise waived pursuant to
this Agreement) occurs






Executive shall be entitled to receive, and the Company shall be obligated
to elect at its option to either (a) issue options to purchase a certain
number registered shares of the Company’s common stock (the “Base Option
Amount”) at an exercise price of $2.50 per share which shall be fully vested
but non-transferable and which shall expire, notwithstanding any agreement
or arrangement to the contrary, 90 days from the date of issue; (b) a number
of registered shares (if the Company is publicly traded at such time) of the
Company’s common stock equal to the result of (A) the product of (x) the
Base Option Amount and (y) the Fair Market Value per share of the Company’s
common stock less $2.50 divided by (B) the Fair Market Value per share of
the Company’s common stock; or (c) a cash payment equal to (x) the Fair
Market Value of the Company’s common stock per share less $2.50 multiplied
by (y) the Base Option Amount (alternatives (a), (b) and (c) collectively,
the “Option Payment”). 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. For purposes hereof, “Fair Market Value” shall mean, with respect to
any date on which any determination of Fair Market Value is to be made, the
average closing price of shares of the Company’s common



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stock sold on the NASDAQ National Market System during the previous 21
trading days. For purposes hereof, “Base Option Amount” is equal to the
total number of outstanding options that had been issued to Executive by
Synagro.




For purposes of this Section, “Cause”, “Change in Control”, “Disability” and “Good
Reason” shall have the meanings ascribed to such terms in the Employment Contract.”



     Ratification. Except as expressly amended by this Amendment, the Employment Contract
shall remain in full force and effect. None of the rights, interests and obligations
existing and to exist under the Employment Contract are hereby released, diminished or
impaired, and the parties hereby reaffirm all covenants, representations and warranties in
the Employment Contract.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed effective as of the date first above written.




	 	 	 	 	 
	 	SYNAGRO TECHNOLOGIES, INC., a Delaware corporation

 	 
	 
	 	By:  	/s/ ALVIN L. THOMAS
 	 
	 	 	Alvin L. Thomas 	 



	 	 	 	 	 
	 	 	 
	 	     /s/ ROBERT C. BOUCHER, JR.
 	 
	 	Robert C. Boucher, Jr., 	 
	 	 	 
	 




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