Exhibit
10.1


 


EMPLOYMENT
AGREEMENT, GENERAL RELEASE


AND NONCOMPETE
AGREEMENT


 


THIS AGREEMENT is entered
into by and between Richard A. Norris (hereafter “Employee”) and Casella Waste
Systems, Inc., (hereafter “Employer”, “CWS” or the “Company”) and arises out
of the conversion of Employee from full-time employment with Company to a
part-time Employee, and Employee’s formal resignation from his position as
Chief Financial Officer of the Company effective January 1, 2008 (“Effective
Date”).  In consideration of the material
and mutual promises contained herein, the parties agree as follows:


 


1.             GENERAL RELEASE


 


1.1        This Employment Agreement, General Release and Noncompete Agreement
(hereafter “Agreement”) is in full settlement of any and all claims Employee may
assert against the Company through the date of this Agreement arising out of
employment or the conversion of Employee from a full-time to a part-time
Employee with Company or its affiliates and subsidiaries.  Employee hereby agrees, in partial consideration
of cash payments and benefits paid hereunder, to voluntarily execute a similar
or identical General Release upon expiration or termination of this Agreement.


 


1.2        Employee, on his behalf and on behalf of his heirs and assigns, hereby
fully, forever, irrevocably and unconditionally releases, remises and
discharges the Company, its affiliates and subsidiaries, including all
predecessors and successors, assigns, officers, directors, trustees, employees,
insurers, agents and attorneys, past and present (hereinafter collectively “Released
Parties”), from any and all claims, demands, liens, agreements, contracts,
covenants, actions, suits, causes of action, obligations, controversies, debts,
attorneys’ fees, costs, expenses, damages, judgments, orders and liabilities,
of whatever kind or nature, direct or indirect, in law, equity or otherwise,
whether now known or unknown, vested or contingent, suspected or unsuspected
through the date of this Agreement, which the Employee may have against the Released
Parties for any reason, including but not limited to any claims arising out of
the Employee’s employment by the Company or its affiliates or subsidiaries, the
conversion thereof to part-time status, any claims for relief or causes of
action under federal, state or local statute, ordinance or regulation dealing
in any respect with employment and/or discrimination in employment, including,
but not limited to, the Age Discrimination in Employment Act of 1967, 29 U.S.C.
§ 621 et seq., Title VII of the
Civil Rights Act of 1964, 42 U.S.C. §2000e et
seq., the Americans With Disabilities Act of 1990, 42 U.S.C., §12101
et seq., all as amended; all
claims arising out of the Fair Credit Reporting Act, 15 


 


1

















 


U.S.C.
§1681 et seq.; the Worker
Adjustment and Retraining Notification Act, 29 U.S.C § 2101 et seq.; the Employee Retirement Income
Security Act of 1974 (“ERISA”), 29 U.S.C. §1001 et seq., all as amended, all common law claims including,
but not limited to, actions in tort, defamation and breach of contract, and any
claim or damage arising out of the Employee’s employment with the Company
(including all claims for retaliation) under any common law theory or any
federal, state or local statute or ordinance not expressly referenced above.


 


1.3        Employee expressly acknowledges and recites that he:  (a) entered into this Agreement and release
knowingly and voluntarily;  (b) read
and understands this Agreement and release in its entirety;  (c) has been advised orally and is
hereby advised in writing to consult with an attorney with respect to this
Agreement and release before signing it; 
(d) has elected to either consult with counsel or not based upon
Employee’s own discretion; (e) has not been forced to sign this Agreement
and release by any employee or agent of CWS; 
(f) was provided twenty one (21) calendar days after receipt of
this Agreement and release to consider its terms before signing it; and  (g) is provided seven (7) calendar
days from the date of signing to terminate and revoke this Agreement and release,
in which case this Agreement and release shall be unenforceable, null and void.


 


2.              EMPLOYMENT TERMS.


 


2.1        On the
terms and conditions hereinafter set forth, Employer retains Employee as a part-time
Employee, and Employee accepts such part-time employment arrangement:  Employee shall make arrangements and preserve
his ability to be available to Company on a regularly scheduled basis for
thirty (30) hours per week during the Term of this Agreement.


 


2.2        The
term of this Agreement shall be for two (2) years commencing on January 1,
2008 and ending on December 31, 2009 (“Term”), subject to the provisions
below.


 


2.3        The
general scope of Employee’s employment obligations hereunder shall be to serve
in a financial capacity for Company, and to perform such other duties as
directed by the Company, including, without limitation, assisting in the
selection of, and subsequently transitioning a new employee to be hired by Company
to serve Company as Chief Financial Officer (the “Consulting Services).


 


2.4        During
the Term, when requested by Company, the Employee shall devote such time as
necessary and use his best efforts to competently and faithfully advance the
business and welfare of Company, its subsidiaries and affiliates, and to discharge
any other duties as directed by Company pursuant to the above-referenced
conditions of employment.


 


2.5        In
consideration for the provision of the foregoing services, and the release and
other 


 


2

















 


commitments undertaken by Employee pursuant to this Agreement, Company
shall compensate Employee as follows:


 


(a)        Company
will provide Employee with consideration in the form of a “stay bonus” in the
amount of one hundred fifty thousand dollars ($150,000.00), such stay bonus to
be paid by January 31, 2008.


(b)       Company
shall further compensate Employee by the payment of fifty thousand dollars
($50,000.00) per each year of this Agreement, payable to Employee pursuant to
Company’s standard payroll procedures, and less appropriate deductions as
required by law, and consistent with Employee’s personal deduction
authorizations.


(c)        Employee
shall also provide invoices  to Company
for payment for hours actually expended by Employee on Company’s behalf in
excess of thirty (30) hours in any calendar week during the Term, at the rate
of one hundred forty dollars per hour ($140.00/hour ), such invoices to be paid
by Company on a net thirty (30) day basis after receipt by Company, as well as
reimbursement by Company of all reasonable, necessary and verifiable expenses
incurred by Employee in his performance hereunder, including, without
limitation, all temporary housing expenses incurred by Employee in the Rutland,
Vermont area in the performance of the duties set forth in this Agreement.


(d)       As
additional consideration hereunder, Company shall, with fifteen (15) days
hereof, provide Employee with title to his Company-owned vehicle.


(e)        Also in
consideration for the release herein contained, Company shall continue to make
available to Employee during the duration the Term, and to the extent allowed
for pursuant to each benefit plan, the benefits commonly available to Employee
during his employment with the Company. 
In particular, Employee shall continue receiving group medical insurance
coverage through the Term.


 


2.6        During the Term, Employee shall remain eligible
for Company granted stock options to continue to vest, and for him to exercise
any Company stock options issued in accordance with and pursuant to the Company
Amended and Restated Stock Option Plans pursuant to which Employee’s stock
options have issued; however, under no circumstance shall Employee be eligible
to exercise any Company stock option beyond the respective Final Exercise Dates
defined in any Option Agreements to which Employee is signatory.


 


3.               CONFIDENTIAL
INFORMATION


 


3.1        Company Confidential
Information.  During and
after the Term hereof, Employee will protect and hold in strictest confidence
all Confidential Information of the Company, its affiliates and business
relations that Employee became aware of during his employment.  Confidential Information may be of a
scientific, technical or business nature and includes, 


 


3

















 


without limitation,
source and object codes, specifications, drawings, diagrams, schematics,
reports, studies, customer and supplier lists, customer service requirements,
costs of providing services, operating costs, pricing structures, price lists
and policies, budgets, projections, bids, financial reports and condition,
business prospects and plans, financing materials, training programs and
manuals, business opportunities, business development and bidding techniques,
and sales and marketing programs, materials, plans, and strategies.  Confidential Information may be in written,
taped, electronic or other form.


 


3.2        Ownership
and Use of Confidential Information.  All Confidential Information
is intended to be and remain confidential. 
Confidential Information that is made available to the Employee or that
the Employee conceives, creates, develops, reduces to practice, or compiles,
either alone or with others, during the or prior to the Term shall be the
exclusive property of the Company.  Employee
shall preserve in confidence and shall not disclose, use, copy, publish,
summarize or remove, either during or after the Term, any Confidential
Information, except as required in Employee’s work for the Company or as
authorized in writing by the Company in each instance.  Upon expiration of Employee’s consultation
arrangement with the Company, or upon request of the Company at any time, Employee
shall deliver to the Company all forms of materials in Employee’s possession or
control that contain or embody any Confidential Information and shall purge or
otherwise destroy all Confidential Information not susceptible of being
returned.


 


3.3        Third
Party Information.  During and after the Term, Employee will not (a) use
any confidential and proprietary information of Company’s customers, vendors,
consultants and other parties with whom Company does business (“Third Party
Information”) or (b) disclose any Third Party Information to anyone other
than Company personnel who need to know the same in connection with their work
for Company without the prior written authorization of an officer of Company.


 


4.             NON-COMPETITION
AND NON-SOLICITATION


 


4.1         Employee agrees
that during the Term, and one (1) year thereafter, (hereinafter referred
to as the “Noncompete Period”) Employee will not directly or indirectly:


 


(a)          as an individual proprietor, partner,
stockholder, officer, employee, director, joint venture, investor, lender,
consultant, or in any other capacity whatsoever (other than as the holder of
not more than one percent of the combined voting power of the outstanding stock
of a publicly held Company), market, sell or render (or assist any other person
in marketing, selling or rendering) any solid or liquid waste collection,
disposal, transfer or recycling services located within a one hundred (100) air
mile radius of any operating division of the Company then in existence; or


 


4

















 


(b)         solicit, divert or take away, or attempt to divert
or to take away, the solid or liquid waste collection, disposal, transfer or
recycling business or patronage of any of the clients, customers or accounts,
or prospective clients, customers or accounts, of the Company located within a
one hundred (100) air mile radius of any operating division of the Company then
in existence; or


 


(c)          recruit, solicit or induce, or attempt to
induce, any employee of the Company to terminate his or her employment with, or
otherwise cease his or her relationship with, the Company.


 


4.2                                 Employee acknowledges that the covenants contained in Sections 3 and 4.1
are reasonable in relation to the business in which Company is engaged, the
position Employee has been afforded as an Employee of the Company, and Employee’s
knowledge of Company’s business. However, should any court of competent
jurisdiction find that any provision of such covenants is unreasonable, whether
in period of time, geographical area, or otherwise, then in that event the
Parties agree that such covenants shall be interpreted and enforced to the
maximum extent which the court deems reasonable.


 


5.                                       REMEDIES.  Employee
acknowledges that the harm to Company from any breach of Employee’s obligations
under or related to this Agreement including, without limitation, Sections 3
and 4 hereof, may be difficult to determine and may be wholly or partially irreparable,
and such obligations may be enforced by injunctive relief and other available
remedies at law or in equity.  The
Parties further agree that Company shall not be required to post any bond in
connection with enforcement of Employee’s obligations hereunder, and that
Company in its sole discretion shall be entitled to inform third parties of the
existence of this Agreement and of Employee’s obligations hereunder.  Any amounts received by Employee or by any
other party through Employee in breach of this Agreement shall be held in trust
for the benefit of Company.  In the event
Employee   breaches Section 4.1, the
Noncompete Period shall be extended by the period of time during which Employee
is in breach of Section 4.1, as the case may be.  No term hereof shall be construed to limit or
supersede any other right or remedy of Company under applicable law with
respect to the protection of trade secrets or otherwise.


 


6.                                       AGREEMENT TO ARBITRATE.  The undersigned parties agree that any
disputes that may arise between them (including but not limited to any
controversies or claims arising out of or relating to this Agreement or any
alleged breach thereof, and any dispute over the interpretation or scope of
this arbitration clause) shall be settled by arbitration administered by the
American Arbitration Association in accordance with its Commercial Arbitration
Rules, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. No party shall be entitled to
punitive or treble damages.


 


5

















 


7.             MISCELLANEOUS.


 


Binding Effect.  This
Agreement shall be binding upon and inure to the benefit of the respective
successors, assigns, heirs, representatives, executors and administrators of
the Parties.  No waiver of or forbearance
to enforce any right or provision hereof shall be binding unless in writing and
signed by the Party to be bound, and no such waiver or forbearance in any
instance shall apply to any other instance or to any other right or provision.


 


Governing Law; Venue.  This
Agreement shall be governed by the laws of the State of Vermont without regard
to its conflicts of laws rules.  The
Parties hereby agree that the exclusive venue for all matters and actions
arising under this Agreement shall be and remain in the state and federal
courts sitting in Vermont, and the Parties hereby consent to the personal
jurisdiction of such courts.  The
prevailing Party shall be entitled to reasonable attorneys’ fees and costs
incurred in connection with such litigation.


 


Entire Agreement;
Severability. This Agreement represents the entire
agreement between Company and Employee concerning the subject matter hereof and
supersedes all prior agreements, correspondence and understandings, whether
oral or written, with respect to that subject matter.  If any provision of this Agreement is held to
be invalid or unenforceable to any extent in any context, it shall nevertheless
be enforced to the fullest extent allowed by law in that and other contexts,
and the validity and force of the remainder of this Agreement shall not be
affected thereby.


 


ACKNOWLEDGMENT
OF ARBITRATION.  THE PARTIES HERETO
ACKNOWLEDGE THAT THIS DOCUMENT CONTAINS AN AGREEMENT TO ARBITRATE. AFTER
SIGNING THIS DOCUMENT EACH PARTY UNDERSTANDS THAT HE/SHE/IT WILL NOT BE ABLE TO
BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY
THIS ARBITRATION AGREEMENT EXCEPT AS PROVIDED IN THIS PARAGRAPH OR UNLESS IT
INVOLVES A QUESTION OF CONSTITUTIONAL LAW OR CIVIL RIGHTS. INSTEAD EACH PARTY
HAS AGREED TO SUBMIT ANY SUCH DISPUTE TO AN IMPARTIAL ARBITRATOR.


 


BY SIGNING BELOW, EMPLOYEE
ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS AGREEMENT IN ITS ENTIRETY AND
UNDERSTANDS IT.  EMPLOYEE FURTHER
ACKNOWLEDGES THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL WITH
RESPECT TO THIS AGREEMENT.


 


 


	
  Company:

  	
   

  	
  Employee:

  
	
   

  	
   

  
	
   

  	
  /s/
  John W. Casella

  	
   

  	
  Signature:

  	
      /s/
  Richard A. Norris

  	
   

  
	
  By:
  John W. Casella

  	
   

  	
         Richard
  A. Norris

  
	
  Its:
  Chairman and CEO

  	
   

  
	
  Date:

  	
      January 23,
  2008

  	
   

  	
  Date:

  	
         January 23,
  2008

  	
   

  
													



 


6