Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT, dated as of January 9, 2008 (the “Agreement”), is
made by and between Casella Waste Systems, Inc., a Delaware corporation
(the “Company”), and Paul Larkin, an individual and a resident of Fort Lauderdale,
FL (the “Employee”).


 


WHEREAS, the
Company is in the business of providing solid waste management, disposal,
resource recovery and recycling services and related businesses; and


 


WHEREAS, the
Company and the Employee are mutually desirous that the Company employ the
Employee, and the Employee accepts employment, upon the terms and conditions
hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants
and agreements of the parties herein contained, the Company and the Employee,
intending to be legally bound, do hereby agree as follows:


 


1.           Duties.


 


1.1
During the Agreement Term (as defined below), the Employee shall be the
President and Chief Operating Officer of the Company (or such other and
comparable titles and positions as shall be given the Employee by the Board of
Directors (the “Board”) of the Company), and shall faithfully perform for the
Company the duties of said office. The Employee shall have such corporate power
and authority as are necessary to perform the duties of such office and any
other office(s) that are so assigned to him. The Employee shall report to
the Chairman and Chief Executive Officer of the Company. The Employee shall
devote substantially all of his business time and effort to the performance of
his duties hereunder, shall use his best efforts to advance the best interests
of the Company and shall not engage in outside business activities which
materially interfere with the performance of his duties hereunder; provided,
however, that, subject to Section 6 below, nothing in this
Agreement shall preclude the Employee from devoting reasonable periods required
for participating in his family business ventures or in other professional,
educational, philanthropic, public interest, charitable, social or community
activities.


 


1.2                                 The duties to be performed by the Employee
hereunder shall be performed primarily in Rutland, Vermont, subject to
reasonable travel requirements on behalf of the Company.


 


2.                                       Term. The Company hereby employs the Employee,
and the Employee hereby accepts such employment, for an initial term (“Initial
Term”) commencing as of the date hereof and ending on the third anniversary of
such date, unless sooner terminated in accordance with the provisions of Section 4.
The term of this Agreement shall be automatically extended for an additional
year at the expiration of the Initial Term or any succeeding term, unless
terminated by Company upon written notice to Employee one hundred eighty (180)
days prior to the expiration of the Initial Term or any succeeding term (such
Initial Term and any succeeding terms being hereinafter referred to as “Agreement
Term”), or pursuant to the terms of Section 4 of this Agreement.


 

















 


3.                                       Compensation and Expenses.


 


3.1.1                        Base Salary. During the Agreement Term and subject to
the next sentence of this Section 3.1, the Employee shall be compensated
at the annual rate of two hundred eighty thousand dollars ($280,000) (“Base
Salary”), payable on a bi-weekly basis in accordance with the Company’s
standard payroll procedures. The Base Salary will be subject to annual reviews
in accordance with Company policy.  Such
reviews shall form the basis for any increase in Base Salary.


 


3.1.2                        Initial Stock Options. 
Within fifteen (15) days of Employee’s and Company’s execution of this
Agreement, the Company shall issue to Employee fifty thousand (50,000) options
to purchase Class A Common Stock of the Company at the Fair Market Value
per share on the first date of Employee’s employment with the Company.  All such shares shall be subject to all
conditions of the current Company stock option incentive plan provisions (a
copy of which has been or will be provided to Employee), and will vest
one-third (1/3) on the first date of Employee’s employment with the Company;
one-third (1/3) on the anniversary of such date; and one-third (1/3) on the
second anniversary of such date.


 


3.1.3                        Make Whole Benefit. 
Company understands that Employee has forsaken or lost the opportunity
to realize certain benefits otherwise available to Employee in association with
his employment prior to employment with the Company.  In recognition thereof, the Company shall
within fifteen (15) days of Employee’s and Company’s execution of this
Agreement, provide Employee with a one-time make whole benefit in the amount of
two hundred thousand dollars ($200,000.00), one-half (1/2) of which shall be
payable to Employee in cash, and one-half (1/2) of which shall be payable to
Employee in Restricted Stock Units.


 


3.2                                 Incentive Compensation. In addition to the Base Salary, on an
annual basis, subject to annual reviews in accordance with Company policy, and
also subject to the overall performance of the Company, the Employee shall be
eligible  to receive a bonus (“Bonus”)
consisting of (i) a cash bonus of up to seventy percent (70%) of Employee’s
Base Salary, (ii) issuance of additional stock options of the Company or (iii) a
combination of both cash and stock options in an amount to be determined prior
to the conclusion of each fiscal year of the Company during the Agreement Term
in the sole discretion of the Compensation Committee of the Board (the “Compensation
Committee”).  Should a cash Bonus be
payable to Employee, it is expected that it will be based on an initial review
during June of 2008, and payable in July of 2008, and time frames
during the Agreement Term.


 


3.3.1                        Business Expenses. 
Upon submission of appropriate invoices or vouchers, the Company shall
pay or reimburse the Employee for all reasonable and necessary expenses
actually incurred or paid by him during the Agreement Term in the performance
of his duties hereunder.


 


3.3.2                        Relocation and Temporary Living and
Commuting Expenses.  Employee will relocate to
the greater Rutland, Vermont area in order to be employed in the Rutland,
Vermont headquarters of the Company. 
Employee shall conclude such relocation within six (6) months of
the date of this Agreement, and until the earlier to occur of Employee’s
relocation or the expiration of six (6) months, Company shall reimburse
Employee for all reasonable temporary living and commuting expenses (including “house
hunting” visits for Employee’s spouse and/or family).  Company will also reimburse Employee for
actual homestead relocation expenses in an amount not to exceed fifty-five
thousand dollars ($55,000.00).


 

















 


3.4                                 Participation in Benefit Plans. Subject to each plan’s Employee
contribution requirement, the Employee shall be entitled to immediately
participate in any health benefit or other employee benefit plans available to
the Company’s senior executives as in effect from time to time, including,
without limitation, any qualified or non-qualified pension, profit sharing and
savings plans, any death and disability benefit plans, any medical, dental,
health and welfare plans and any stock purchase programs, on terms and
conditions at least as favorable as provided to other senior executives, to the
extent that he may be eligible to do so under the applicable provisions of any
such plan. Following the termination of the Employee hereunder or the
expiration of any Severance Benefits (as defined in I Section 4.4.1), the
Employee and his eligible dependents, for a period not to exceed six (6) months
as provided for in Section 4.4.1(e) herein, shall be entitled (at the
Employee’s sole expense) to continue participating in the Company’s group
medical, dental, disability and life insurance coverages (to the extent the
Company’s plans entitle the Employee and his dependents to be so covered), with
the Employee’s cost to be determined on a basis consistent with the method of
determining employee payments under the health care continuation requirements
of the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”).  After such period, to the extent authorized
by law, Employee shall be entitled to COBRA benefits at his own cost.


 


3.5                                 Vacation. The Employee shall be entitled to four (4) weeks
of annual vacation and shall be subject to the Company’s standard holiday
schedule.  Unused vacation shall not be
carried over into any subsequent year during the Agreement Term. The Company
shall have no obligation to pay the Employee for any unused vacation.


 


3.6                                 Fringe Benefits and Perquisites. The Employee shall be entitled to a
monthly auto allowance of six hundred fifty dollars ($650.00) per month; a gas
card related to the use of said automobile; as well as any fringe benefits and
perquisites that are generally made available to senior executives of the
Company from time to time and that are approved by the Compensation Committee.


 


4.                                       Termination. 
The Employee’s employment hereunder may be terminated only under the
following circumstances:


 


4.1                                 Death. 
The Employee’s employment hereunder shall terminate automatically upon
his death, in which event the Company shall pay to the Employee’s written
designee or, if he has no written designee, to his spouse or, if he leaves no
spouse and has no written designee, to his estate, (i) Severance and
Acceleration Payment (as such terms are defined in Section 4.4.1 below)
immediately upon death,  and (ii) all
reasonable expenses actually incurred or paid by the Employee in the
performance of his duties hereunder prior to the date of death.


 


4.2                                 Disability. The Company may terminate the Employee’s
employment hereunder if (i) as a result of the Employee’s incapacity due
to physical or mental illness, the Employee shall have been absent from his
duties hereunder on a full-time basis for an aggregate of 180 consecutive or
non-consecutive business days in any 12 consecutive-month period and (ii) within
10 days after written notice of termination hereunder is given by the Company,
the Employee shall not have returned to the performance of his duties hereunder
on a full-time basis. The determination of incapacity or disability under the
preceding sentence shall be made in good faith by the Company based upon
information supplied by a physician selected by the Company or its insurers and
reasonably acceptable to the Employee or his legal representative. During any
period that the Employee fails to perform his duties hereunder as a result of
incapacity due to physical or mental illness (the “Disability Period”), the
Employee shall continue to receive his full Base Salary hereunder until his
employment is terminated pursuant to this Section 4.2, provided that
amounts payable to the Employee shall be reduced by the sum of the 


 

















 


amounts, if
any, paid to the Employee during the Disability Period under any disability
benefit plans of the Company. If the Employee is terminated pursuant to this Section 4.2
the Company shall pay to the Employee (or his legal representative) (i) Severance
and Acceleration Payment (as such terms are defined in Section 4.4.1
below),  and (ii) all reasonable
expenses actually incurred or paid by the Employee in the performance of his
duties hereunder prior to the date of termination due to disability.


 


4.3                                 Termination by Company.


 


4.3.1                        Termination by Company for Cause. 
The Company (i) shall have “Cause” to terminate the Employee’s
employment hereunder upon the Employee (A) being convicted of a crime
involving the Company (other than pursuant to actions taken at the direction or
with the approval of the Board), (B) found by reasonable determination of
the Company, made in good faith, to have engaged in (1) willful misconduct
which has a material adverse effect on the Company, (2) willful or gross
neglect which has a material adverse effect on the Company, (3) fraud, (4) misappropriation
or (5) embezzlement in the performance of his duties hereunder, or (C) having
breached in any material respect the material terms and provisions of this
Agreement and failed to cure such breach within fifteen (15) days following
written notice from the Company specifying such breach and (ii) may
terminate the Employee’s employment on written notice given to the Employee at
any time following the occurrence of any of the events described in clauses (i)(A) and
(i)(B) above and on written notice given to the Employee at any time not
less than 60 days following the occurrence of any of the events described in
clause (i)(C) above.  In the event the
Employee’s employment is terminated by the Company for “Cause”, the Employee
shall be entitled to continue to receive Base Salary accrued but unpaid and
expenses incurred but not repaid to the Employee, in each case only until the
effective date of such termination.


 


4.3.2                        Termination by Company other than for
Cause.  In the event the Employee’s employment is
terminated by the Company other than for Cause, the Employee shall be entitled
to (i) Severance and the Acceleration Payment immediately upon termination,
(ii) Severance Benefits (as such capitalized terms are defined in Section 4.4
below), and (iii)  the accelerated vesting at the time of termination of
any stock options issued by the Company to the Employee.


 


4.4                                 Termination by Employee.


 


4.4.1                        Definitions.                                  For purposes of this Section 4.4, the
following terms shall have the respective meanings set forth below:


 


(a)                                  “Affiliate” means, with respect to
the Company, any entity directly or indirectly controlled, controlling or under
common control with the Company.


 


(b)                                 “Acceleration Payment” means an amount in cash equal to the
value of (i) any Base Salary accrued but unpaid prior to the date of
termination, (ii) Bonus accrued but unpaid prior to the date of
termination and (iii) any vacation accrued but unused prior to the date of
termination.


 


(c)                                  “Change of Control” means: (i) a person, corporation,
entity or group acquires, directly or indirectly, the beneficial ownership of
40% or more of the issued and outstanding stock of the Company in a single transaction
or series of transactions, (ii) the Company is a party to a merger,
consolidation or similar transaction and following such transaction 40% or more
of the issued and outstanding securities of said party is beneficially owned by
a person, corporation, entity or group other than the Company or an Affiliate
of the 


 

















 


Company, (iii) the
Company sells or transfers all or substantially all of its assets to any other
persons or persons other than an Affiliate of the Company, (iv) the
shareholders of the Company approve a plan or proposal for the liquidation or
dissolution of the Company or (v) during any two-year period, individuals
who comprise a majority of the Board at the beginning of such two-year period
do not comprise a majority of the Board at the end of such two-year period
(such Board composition being referred to as a “Continuing Majority”).


 


(d)                                 “Good Reason” means: the occurrence
of a Change of Control, accompanied by, or followed within the twelve-month
period after a Change in Control by: the assignment to the Employee of any
duties inconsistent with his status as President and Chief Operating Officer, or
which require travel significantly more time-consuming than that required at
commencement of this Agreement or, a material adverse alteration in the nature
or status of his responsibilities from those provided herein or the transfer of
a significant portion of such responsibilities to one or more third persons, or
a material diminution in the Employee’s compensation.


 


(e)                                  “Severance” means one half of one
year (six months) of the highest Base Salary that was paid to the Employee at
any time prior to termination by the Employee for Good Reason or prior to when
the Employee’s employment is terminated by the Company other than for “Cause”;
and the most recent Bonus paid to the Employee prior to termination by Employee
for Good Reason or prior to when the Employee’s employment is terminated by the
Company other than for “Cause.”  All
Severance shall be paid bi-weekly in accordance with Company payroll
procedures, and any Bonus due shall be paid in a lump sum within sixty (60)
days of the date of Employee’s termination, in all cases less applicable
Employee payroll deductions.


 


(f)                                    “Severance Benefits” means the
benefits contemplated by Section 3.4 of this Agreement.


 


4.4.2                        Termination by Employee for Good Reason.  At
the election of the Employee for Good Reason, the Employee may terminate his
employment immediately upon written notice to the Company; provided, however,
that Employee must make such election to terminate his employment for Good
Reason within 90 days of the occurrence of such event that qualifies as Good
Reason under Section 4.4.1(d) of this Agreement. If during the
Agreement Term the Employee’s employment is terminated by the Employee for Good
Reason, the Employee shall be entitled to receive from the Company (i) Severance
and the Acceleration Payment immediately upon termination, (ii) Severance
Benefits  and (iii) a cash payment
in an amount equal to the amount of any excise tax imposed on Employee under Section 4999
of the Internal Revenue Code of 1986, as amended (“Section 4999”),
increased by the additional federal and state income taxes on such amount, such
that, after payment of this additional cash payment, the Employee’s Severance,
Acceleration Payment and Severance Benefits after federal and state income
taxes are equal to the amount that the Employee would have received but for the
imposition of the excise tax under Section 4999.


 


4.4.3                        Termination by Employee for other than Good
Reason.  Upon 90 days’ prior written notice, the
Employee may terminate his employment with the Company other than for Good
Reason. If the Employee voluntarily terminates his employment with the Company
other than for Good Reason, no further payment shall be due the Employee
pursuant to Section 3 or 4 above (other than payments for accrued and
unpaid Base Salary and expenses incurred but not repaid to the Employee, in
each case prior to such termination).


 


4.5                                 Effect of Termination on Certain Obligations. No termination of the employment of the
Employee, whether voluntary or involuntary, shall terminate, affect or impair
any of the obligations or rights of the parties set forth in Sections 4, 5, 6,
7 and 8 of this Agreement, all of which obligations and rights shall survive
any termination of employment of the Employee hereunder.


 

















 


5.                                       Covenant Not to Disclose Confidential
Information.  During the Agreement
Term, and for a period of two (2) years thereafter, the Employee
acknowledges that during the course of his affiliation with the Company he has
or will have access to and knowledge of certain information and data which the
Company considers confidential and/or proprietary and the release of such
information or data to unauthorized persons would be extremely detrimental to
the Company. As a consequence, the Employee hereby agrees and acknowledges that
he owes a duty to the Company not to disclose, and agrees that without the
prior written consent of the Company, at any time, either during or after his employment
with the Company, he will not communicate, publish or disclose, to any person
anywhere, or use, any Confidential Information (as hereinafter defined), except
as may be necessary or appropriate to conduct his duties hereunder, provided
the Employee is acting in good faith and in the best interest of the Company.
The Employee will use his best efforts at all times to hold in confidence and
to safeguard any Confidential Information from falling into the hands of any
unauthorized person and, in particular, will not permit any Confidential
Information to be read, duplicated or copied. The Employee will return to the
Company all Confidential Information in the Employee’s possession or under the
Employee’s control when the duties of the Employee no longer require the
Employee’s possession thereof, or whenever the Company shall so request, and in
any event will promptly return all such Confidential Information if the
Employee’s relationship with the Company is terminated for any or no reason and
will not retain any copies thereof. For purposes hereof, the term “Confidential
Information” shall mean any information or data used by or belonging or
relating to the Company whether communication is verbal or in writing that is
not known generally to the industry in which the Company is or may be engaged,
including without limitation, any and all trade secrets, proprietary data and
information relating to the Company’s business and products, intellectual
property, patents, or copyrightable works, price list, customer lists,
processes, procedures or standards, know-how, manuals, business strategies,
records, drawings, specifications, designs, financial information, whether or
not reduced to writing, or information or data which the Company advises the
Employee should be treated as Confidential Information.


 


6.                                       Covenant Not to Compete and
Non-Solicitation and Non-Disparagement. The Employee acknowledges that he, at
the expense of the Company, has been and will be specially trained in the
business of the Company, has established and will continue to establish
favorable relations with the customers, clients and accounts of the Company and
will have access to trade secrets of the Company. Therefore, in consideration
of such training and relations and to further protect trade secrets, directly
or indirectly, of the Company, the Employee agrees that during the term of his
employment by the Company, and for a period of one (1) year from and after
the voluntary or involuntary termination of such employment for any or no
reason, he will not, directly or indirectly, without the express written
consent of the Company:


 


(a)                                  own or have any interest in or act as an
officer, director, partner, principal, employee, agent, representative,
consultant or independent contractor of, or in any way assist in, any business
located in or doing business in the United States of America or Canada in any
area within one hundred (100) miles of any facility of the Company during the
term of the Employee’s employment,  by
the Company which is engaged, directly or indirectly, in (i) the solid
waste processing, disposal and management business, (ii) the utilization
of recyclable materials business or (iii) any other business the Company
is engaged in or proposes to engage in on the date this Agreement, or subsequently,
at the date of termination of this Agreement, including, without limitation,
businesses in the nature of, or relating to, waste reduction, the creation of
power or fuels out of waste, landfill gas to energy or gasification businesses
(the businesses described in clauses (a)(i), (ii) and (iii) are
collectively referred to as the “Competitive  


 

















 


Businesses”); provided, however, that notwithstanding the
above, the Employee may own, directly or indirectly, solely as an investment,
securities of any such person which are traded on any national securities
exchange or NASDAQ if the Employee (A) is not a controlling person of, or
a member of a group which controls, such person and (B) does not, directly
or indirectly, own 5% or more of any class of securities of such person;


 


(b)                                 solicit clients, customers (who are or
were customers of the Company, or were prospects to be customers of the
Company, within the twelve (12) months prior to termination) or accounts of the
Company for, on behalf of or otherwise related to any such Competitive
Businesses or any products related thereto; or


 


(c)                                  solicit, employ or in any manner influence
or encourage any person who is or shall be in the employ or service of the
Company to leave such employ or service.


 


Notwithstanding
the foregoing, the terms of this covenant not to compete shall be enforceable
against Employee only to the extent that during Employee’s employment the
Company continues to pay Employee compensation equal to the salary level set
forth in Section 3.1 of this Agreement and after termination of Employee’s
employment the Company continues to pay Employee any and all Severance Benefits,
Severance  and the Acceleration Payment
as required under Section 4 of this Agreement. Furthermore, if any court
determines that the covenant not to compete, or any part thereof, is
unenforceable because of the duration of such provision or the geographic area
or scope covered thereby, such court shall have the power to reduce the
duration, area or scope of such provisions and, in its reduced form, such
provision shall then be enforceable and shall be enforced.


 


7.                                       Assignment
of Inventions and Work.  Employee
hereby agrees to disclose in writing to Company any current, past or future
Inventions or copyrightable Works, which have been or are now or in the future
conceived, made, discovered, written or created by Employee, alone and/or in
combination with others, during Employee’s prior, current or future employment,
and that Employee will, voluntarily and without additional consideration,
assign all rights and title to such Inventions or Works to Company.


 


8.                                       Specific Performance. 
Recognizing that irreparable damage will result to the Company in the
event of the breach or threatened breach of any of the foregoing covenants and
assurances by the Employee contained in Sections 5, 6 or 7 hereof, and that the
Company’s remedies at law for any such breach or threatened breach will be
inadequate, the Company and its successors and assigns, in addition to such
other remedies which may be available to them, shall be entitled to an
injunction, including a mandatory injunction, to be issued by any court of
competent jurisdiction ordering compliance with this Agreement or enjoining and
restraining the Employee, and each and every person, firm or company acting in
concert or participation with him, from the continuation of such breach.


 


9.                                       Potential Unenforceability of Any
Provision. The
Employee acknowledges and agrees that he has had an opportunity to seek advice
of counsel in connection with this Agreement. If a final judicial determination
is made that any provision of this Agreement is an unenforceable restriction
against the Employee, the provisions hereof shall be rendered void only to the
extent that such judicial determination finds such provisions unenforceable,
and such unenforceable provisions shall automatically be reconstituted and
became a part of this Agreement, effective as of the date first written above,
to the maximum extent in favor of the Company that is 


 

















 


lawfully enforceable.
A judicial determination that any provision of this Agreement is unenforceable
shall in no instance render the entire Agreement unenforceable, but rather the
Agreement will continue in full force and effect absent any unenforceable
provision to the maximum extent permitted by law.


 


10.                                 General Release. 
Employee recognizes, understands and agrees that the provision of this
Agreement by the Company, and its terms of employment, as well as its terms of
Severance, Severance Benefits and the Acceleration Payment are generous and
extraordinary, and that in consideration thereof, Employee agrees in this
Agreement that in advance of and as a condition to the receipt of such
Severance Benefits, Severance and the Acceleration Payment, if any, to execute
a General Release as set forth hereto as Exhibit 1.  Employee understands and agrees that no
Severance Benefits, Severance and the Acceleration Payment will be made to
Employee unless Exhibit 1 has been executed by Employee, and all waiting
periods provided for therein have been exhausted or extinguished.


 


11.                                 Notice. Any notice or other communication
hereunder shall be in writing and shall be mailed or delivered to the
respective parties hereto as follows:


 


(a) If
to the Company:


 


Casella Waste Systems, Inc.


25 Greens Hill Lane


Rutland, VT 05702


Attention: Vice President and General Counsel


 


(b) If
to the Employee:


 


Paul
Larkin


President and Chief Operating Officer


25
Greens Hill Lane


Rutland, VT 05702


 


The
addresses of either party hereto above may be changed by written notice to the
other party.


 


12.                                 Amendment; Waiver. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended and the terms of covenants hereof
may be waived, only by written instrument executed by the party against whom
such modification or waiver is sought to be enforced. The failure of either
party at any time or times to require performance of any provision hereof shall
in no manner affect the right at a later time to enforce the same. No waiver by
either party of the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in anyone or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant in this Agreement.


 


13.                                 Benefit and Binding Effect. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the Company, but
shall be personal to and not assignable by the Employee. The obligations of the
Company I hereunder are personal to the Employee or where applicable to his
spouse or estate, and shall be continued only so long as the Employee shall be
personally discharging his duties hereunder. The Company may assign its rights,
together with its obligations, to any corporation which is a direct 


 

















 


or indirect
wholly-owned subsidiary of the Company; provided, however, that
the Company shall not be released from its obligations hereunder without the
prior written consent of the Employee, which consent shall not be unreasonably
withheld.


 


14.                                 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF VERMONT REGARDLESS OF THE LAWS THAT MIGHT BE APPLICABLE
UNDER PRINCIPLES OF CONFLICTS OF LAW.


 


15.                                 Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original but all such counterparts together shall
constitute one and the same instrument. Each counterpart may consist of two
copies hereof each signed by one of the parties hereto.


 


16.                                 Headings. 
The headings in this Agreement are for reference only and shall not
affect the interpretation of this Agreement.


 


17.                                 Entire Agreement. This Agreement constitutes the entire
understanding between the parties with respect to the subject matter hereof,
superseding all negotiations, prior discussions and preliminary agreements. No
subsequent modifications may be made to this Agreement except by signed writing
of the parties.


 


18.                                 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, consequential or treble damages.


 


ACKNOWLEDGMENT
OF ARBITRATION PURSUANT TO 12 V.S.A. § 5651 et seq. THE PARTIES HERETO
ACKNOWLEDGE THAT THIS DOCUMENT CONTAINS AN AGREEMENT TO ARBITRATE. AFTER
SIGNING THIS DOCUMENT EACH PARTY UNDERSTANDS THAT HE 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.


 

















 


IN WITNESS
WHEREOF, all parties have set their hand and seal to this Agreement and
Acknowledgement of Arbitration pursuant to 12 V .S.A. § 5651 et seq. as of the
dates written below:


 


 


	
   

  	
   

  	
  PAUL
  LARKIN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
  /s/ David L. Schmitt

  	
   

  	
  /s/ Paul Larkin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  1/22/08

  	
   

  	
  Date:

  	
  22 Jan 08

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CASELLA
  WASTE SYSTEMS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
  /s/ 
  David L. Schmitt

  	
   

  	
  By:

  	
  /s/ John W. Casella

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  1/22/08

  	
   

  	
  Name:

  	
  John W. Casella

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
  Jan 22 2008

  	
   

  	
   

  
										



 

















 


EXHIBIT
1


 


GENERAL
RELEASE


 


a)                          Any Severance, Accelerated Payment or
Severance Benefits paid hereunder are in full settlement of any and all claims
Employee may assert against the Company and its affiliates for any reason.


 


b)                         In consideration of the provision
of the Severance, Severance Benefits and the Accelerated Payment described in
the Agreement, and Employee’s employment and compensation paid to Employee by
Company prior to termination, which the Employee acknowledges he would not
otherwise be entitled to receive, the Employee hereby agrees at the time of
termination and prior to the receipt of Severance, Severance Benefits and the
Accelerated Payment, to fully, forever, irrevocably and unconditionally
release, remise and discharge 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, 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 termination thereof, 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 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
Executive’s employment with or separation from 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; provided, however,
that nothing in this Agreement prevents the Employee from filing, cooperating
with, or participating in any proceeding before the EEOC or state Fair
Employment Practices Agency (except that the Employee acknowledges that he may
not be able to recover any monetary benefits in connection with any such claim,
charge or proceeding).


 


c)                          The Employee expressly acknowledges and
recites that he:  (a) entered into
this General Release knowingly and voluntarily; (b)  has read and
understands this General Release in its entirety; (c) has been advised
orally and is hereby advised in writing to consult with an attorney with
respect to this General Release before signing it; (d) has or has not  sought counsel of any attorney in Employee’s
sole discretion, and (e) has not been forced to sign this General Release
by any employee or agent of the Company.


 


d)                         The
Employee expressly acknowledges that the Company has offered the Employee twenty-one (21) days in which to
consider this General Release (the “Consideration Period”).  For a period of seven (7) days from the
date of the execution of this General Release, the Employee has the right


 

















 


to revoke this, and for purposes
of this Agreement, this period is defined as the “Revocation Period.”  The parties agree that this General Release
shall not become effective or enforceable until the seven (7) day
Revocation Period has expired.  The
executed General Release shall be effective to commence the Revocation Period,
and any notice of revocation of this General Release shall be effective when
hand delivered or when sent by certified mail, return receipt requested,
addressed to Gerald Gormley, Vice President of Human Resources, 25 Greens Hill
Lane, Rutland, VT  05701.  Employee further agrees and acknowledges that
the offer by the Company of this General Release and its terms is extended to
the Employee and remains in effect only for the duration of the Consideration
Period.


 


e)                         The Employee understands and
agrees that by entering into this General Release he is waiving any and all
rights or claims he might have under the Age Discrimination in Employment Act,
as amended by the Older Workers Benefit Protection Act, and that he has
received consideration beyond that to which he was previously entitled.


 


f)                           The Employee expressly agrees that he does
not have any rights to reinstatement with the Company and expressly forever
releases and discharges the Company from any obligation to employ him in any
capacity.


 


g)                        The Employee acknowledges that he has been or
will be reimbursed by the Company for all business expenses, including
relocation costs, if any, incurred in conjunction with the performance of his
employment and that no other reimbursements are owed to the Employee. The
Employee further acknowledges that he has received payment in full for all
services rendered in conjunction with his employment by the Company, and that
no other Severance, Accelerated Payment or Severance Benefits are owed to him, except
as set forth in this General Release or in one or more of the other agreements
referred to in this release.


 


h)                        Employee
has fully reviewed the terms of this Agreement, acknowledges that he
understands the terms of this Agreement and states that he is entering into
this Agreement knowingly, voluntarily and, subject to Section 2.1 of this
Agreement, in full settlement of all claims that he may have as a result of his
employment with or separation of employment from the Company.


 


i)                            Employee
further agrees that, subject to reasonable compensation by the Company for his
time and reimbursement by the Company of reasonable out-of-pocket costs and
expenses, Employee will cooperate with the Company and its counsel to the
extent reasonable with respect to any matter (including litigation,
investigation or governmental proceeding) which relates to matters with which
Employee was involved during the term of employment with the Company.  Such cooperation shall include, to the extent
reasonable, appearing from time to time at the offices of the Company or the
Company’s counsel for conferences and interviews and in general providing the
officers of the Company and its counsel with the full benefit of Employee’s
knowledge with respect to any such matter. 
Employee agrees to render such cooperation in a timely fashion and at
such times as may be reasonable and mutually agreeable to the parties
concerned.


 

















 


	
   

  	
   

  	
  PAUL
  LARKIN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CASELLA
  WASTE SYSTEMS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
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  Date:

  	
   

  	
   

  	
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  Date: