Blueprint





  Exhibit
10.3











 



AMENDMENT TO EMPLOYMENT AGREEMENT


  


THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is
entered into as of December 5, 2016 by and among Meridian Waste
Solutions, Inc., a New York corporation (the “Company”)
and Joseph D’Arelli (“Executive”). The Company
and Executive are also each hereinafter referred to individually as
a “Party” and together as the
“Parties”.


 



RECITALS



 


WHEREAS, Executive
serves as the Chief Financial Officer of the Company pursant to
that certain Executive Employment Agreement, dated as of November
29, 2016, between the Parties (the “Original
Agreement”); and


WHEREAS, the
Parties desire to amend the Original Agreement.


NOW
THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Parties hereby agree as
follows:


 




1.

Amendments. The Original
Agreement shall be amended as follows:






 




a.

References to this
“Agreement” shall mean the Original Agreement as
amended by this Amendment.






 




b.

Section 3(b)(ii) of
the Original Agreement is amended and restated in its entirety as
follows:






 


Equity Bonus. During each
calendar year of this Agreement, Executive shall be entitled to an
annual bonus, payable in non-qualified stock options to purchase
common stock of the Company (the “Options”) in
accordance with the Company’s 2016 Equity and Incentive Plan
and subject to the restrictions contained therein and/or in any
Option Agreement between Executive and the Company, based upon
acquisitions by the Company or a subsidiary of the Company of
substantially all the assets of existing businesses or of
controlling interests in existing business entities (collectively,
the “Major Transactions”). The Options will be
calculated as of January 15th of each year of this Agreement
based upon the Major Transactions which took place in the
immediately preceding calendar year, as follows: the number of
shares of Common Stock that may be purchased pursuant to Options
for such year shall be calculated based on the dollar value
obtained by multiplying the sum of the purchase prices and/or
proceeds of all Major Transactions during the immediately preceding
year by .005, and such total shall then be divided by the average
closing price of the Common Stock in the principal
market on which the Common Stock is traded, for the five (5)
consecutive trading days ending on the last trading day of the
previous calendar year. The resulting calculation shall be the
number of Options which shall be issued to the Executive. The
Options shall have an exercise price equal to the closing price
of the Common Stock in the principal market on
which the Common Stock is traded as of the date of grant of
such Options; provided, however, such exercise price shall be
increased to 110% of the closing price of the Common
Stock in the principal market on which the Common
Stock is traded as of the date of grant of such Options, or such
other amount, as may be required in accordance with the
Company’s 2016 Equity and Incentive Plan. The Options will be
exercisable for a period of five years. The calculations described
above shall be made by no later than January 15th of the year
following the calendar year for which the calculations are based
and the shares shall be issued to the Executive within 15 days of
the calculation having been completed. For purposes of illustration
only, in the event that Major Transactions in the amount of
$75,000,000 occurred during the 2016 calendar year and the closing
price for the Common Stock on the date of such grant was $15.00 per
share, in 2017 the Executive would be entitled to receive Options
to purchase 25,000 shares ((75,000,000/15)*.005).


 




2.

Governing Law; Jurisdiction.
This Amendment shall be governed by and construed in accordance
with the internal laws of the State of New York without giving
effect to any choice or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction). Any legal
proceeding arising out of or based upon this Agreement shall be
instituted in the federal courts or the courts of the state of New
York and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such proceeding.






 




3.

Counterparts. This Amendment
may be executed in several counterparts, each of which shall be
deemed to be an original copy and all of which together shall
constitute one agreement binding on all parties hereto,
notwithstanding that all the parties shall not have signed the same
counterpart.






 



 







 






 


IN WITNESS WHEREOF, each of the
undersigned hereby (a) executes this Agreement; (b) confirms its
agreement with the provisions and covenants herein provided; and
(c) agrees to be bound by this Agreement. 


 


	


COMPANY:

	
 

	

          EXECUTIVE:


	
 

	
 

	
 

	
 


	

MERIDIAN
WASTE SOLUTIONS, INC.

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	

By:

	
/s/
Jeffrey S.
Cosman

	
 

	
 

	
 /s/ Joseph
D'Arelli



	

 

	
Name:
Jeffrey S.
Cosman


	
 

	
 

	
JOSEPH
D’ARELLI, individually


	

 

	
Title:
Chief
Executive Officer