Exhibit 10.1





Exhibit 10.1




COVANTA HOLDING CORPORATION

GROWTH EQUITY AWARD AGREEMENT




THIS AGREEMENT is made and entered into as of this ____ day of ____________, 20__
(the “Grant Date”) by and between Covanta Holding Corporation, a Delaware corporation (the “Company”), and
___________________________
(the “Employee”), pursuant to the Covanta Holding Corporation Equity Award
Plan for Employees and Officers (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:



WITNESSETH:





WHEREAS, Employee is an employee of the Company or its Affiliates or Subsidiaries;



WHEREAS, the Company has adopted the Plan in order to promote the interests of the Company and
its stockholders by using equity interests in the Company to attract, retain and motivate its
management and other eligible persons and to encourage and reward their contributions to the
Company’s and/or its Affiliates’ and Subsidiaries’ performance and profitability;



WHEREAS, the Compensation Committee of the Board (the “Compensation Committee”) has determined
that it is in the best interests of the Company to grant Restricted Stock (as defined herein) under
the Plan to Employee pursuant to the terms and conditions set forth in this Agreement; and



WHEREAS, the Employee is entrusted with knowledge of the confidential and proprietary
information and particular business methods of the Company, Covanta Energy Corporation and their
respective Subsidiaries and Affiliates (“Covanta Group”) and the clients of the Covanta Group, and
the Employee is trained and instructed in the Covanta Group’s particular operations, all of which
is exceptionally valuable to the Covanta Group and vital to the success of the Covanta Group’s
business.



NOW, THEREFORE, in consideration of the various covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:




1. Award of Restricted Stock Units.



(a) Award. In consideration for Employee’s efforts in connection with the execution
of the Company’s growth-based acquisition or development projects identified on Schedule A
hereto and as part of the Plan, the Company hereby awards to the Employee, subject to the further
terms and conditions set forth in this Agreement, ____________
restricted stock units (the
“Restricted Stock Units”), as of the Grant Date.



(b) Projected Net Present Value. As of the Grant Date, the Compensation Committee
shall calculate the projected net present value of the growth-based projects forming the basis for
such award of Restricted Stock Units (“Projected NPV”). The Projected NPV shall be determined by
the Compensation Committee, in its sole discretion, based upon the projected discounted cash flows
of the growth-based projects less the Company’s cost of capital applicable
to such growth-based projects. The Compensation Committee, in its sole discretion, will
determine any applicable assumptions or discount factors to be used in making the foregoing
determination of Projected NPV and there shall be no requirement that such assumptions be identical
for all growth-based projects within any period.


 


 









 





2. No Rights of Stockholder. Restricted Stock Units represent the Company’s unfunded
and unsecured promise to issue shares of common stock of the Corporation, par value $0.10 per share
(“Common Stock”), at a future date subject to the terms of this Agreement. Employee has no rights
with respect to the Restricted Stock Units other than rights of a general creditor of the
Corporation. Except as set forth in Section 3 hereof, Employee shall not have any of the rights of
a stockholder with respect to unvested Restricted Stock Units.



3. Dividend Equivalents. Subject to the provisions of Section 5, in the event that
the Company declares a dividend on its Common Stock, the Company will hold in escrow an amount in
cash equal to the dividend that would have been paid on the Restricted Stock Units had they been
converted into the same number of shares of Common Stock and held by Employee on the record date of
such dividend. Upon adjustment and vesting of the Restricted Stock Units pursuant to Section 5
hereof, any cash payment with respect to vested Restricted Stock Units due to Employee pursuant to
this Section 3 shall be made within thirty (30) days following the Vesting Date.



4. Restrictions on Transfer. Except as otherwise provided in this Agreement, Employee
may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the Restricted
Stock Units or the rights granted hereunder (any such disposition or encumbrance being referred to
herein as a “Transfer”). Any Transfer or purported Transfer by Employee of any of the Restricted
Stock Units shall be null and void and the Company shall not recognize or give effect to such
Transfer on its books and records or recognize the person to whom such purported Transfer has been
made as the legal or beneficial holder of such Restricted Stock Units. The Restricted Stock Units
shall not be subject to sale, execution, pledge, attachment, encumbrance or other process and no
person shall be entitled to exercise any rights of Employee as the holder of such Restricted Stock
Units by virtue of any attempted execution, attachment or other process until the Restricted Stock
Units vest as provided in Section 5 hereof.



5. Vesting of Restricted Stock Units. Subject to Sections 5(b) and 5(c) hereof, the
Restricted Stock Units granted hereunder shall will vest in accordance with the terms of Section
5(a) hereof.



(a) Restricted Stock Unit Vesting. Subject to adjustment pursuant to Section 5(b)
hereof, the _________________
Restricted Stock Units awarded hereunder for the growth-based
acquisition or development projects identified on Schedule A hereto shall fully vest (1)
three years after the award relating to a growth-based acquisition project and (2) upon the later
of (i) three years after the award for a growth-based development project and (ii) one year
following commencement of commercial operations of a growth-based development project, as
determined by the Compensation Committee (“Vesting Date”).


 


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(b) Net Present Value Adjustment. The Compensation Committee shall determine the
validity of the Projected NPV determination made as of the date of this Agreement
by making a determination, as of the Vesting Date, of the net present value of the
growth-based projects forming the basis of this award of Restricted Stock Units (“Bring-Down NPV”).
The Bring-Down NPV shall be determined by the Compensation Committee in its sole discretion and
may, but shall not be required to, use the original assumptions and discount factors used to
determine the initial award. Notwithstanding anything to the contrary in Section 5(a), in the
event that the Bring-Down NPV is (i) greater than or equal to 95% of the Projected NPV, then all of
the Restricted Stock Units granted hereunder shall immediately vest, or (ii) less than 95%, then
the number of Restricted Stock Units that would otherwise vest pursuant to Section 5(a) shall be
proportionately reduced by multiplying the number of Restricted Stock Units originally granted
hereunder by a fraction equal to the Bring-Down NPV divided by the Projected NPV and such reduced
number of Restricted Stock Units shall immediately vest.



(c) Termination of Employment. Notwithstanding anything to the contrary in Sections
5(a) or (b), in the event that prior to the vesting of the Restricted Stock Units pursuant to
Section 5(a), Employee’s employment with all of the Covanta Group is voluntarily terminated by
Employee or terminated for Cause by the Company or its Affiliates or Subsidiaries, Employee shall
forfeit, on the date on which Employee’s employment is terminated, all unvested Restricted Stock
Units. In the event that prior to the vesting of the Restricted Stock Units pursuant to Section
5(a), Employee’s employment with all of the Covanta Group is terminated (i) without Cause by the
Company or its Affiliates or Subsidiaries, (ii) due to retirement at or after the age of 65 or
(iii) due to death or Disability (as defined in the Plan), then the Restricted Stock Units shall
continue to vest in accordance with Sections 5(a) and (b).



(d) Change of Control. Notwithstanding anything to the contrary in Section 5(a)
hereof, in the event of a Change in Control, the Restricted Stock Units shall immediately vest.
For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the
following events, each of which shall be determined independently of the others: (i) any “Person”
(as hereinafter defined), other than a holder of at least 10% of the outstanding voting power of
the Company as of the date of this Agreement, becomes a “beneficial owner” (as such term is used in
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
of a majority of the stock of the Company entitled to vote in the election of directors of the
Company; (ii) individuals who are Continuing Directors of the Company (as hereinafter defined)
cease to constitute a majority of the members of the Board; (iii) stockholders of the Company adopt
and consummate a plan of complete or substantial liquidation or an agreement providing for the
distribution of all or substantially all of the assets of the Company; (iv) the Company is a party
to a merger, consolidation, other form of business combination or a sale of all or substantially
all of its assets, with an unaffiliated third party, unless the business of the Company following
consummation of such merger, consolidation or other business combination is continued following any
such transaction by a resulting entity (which may be, but need not be, the Company) and the
stockholders of the Company immediately prior to such transaction hold, directly or indirectly, at
least a majority of the voting power of the resulting entity; provided, however, that a merger or
consolidation effected to implement a recapitalization of the Company (or similar transaction)
shall not constitute a Change in Control; (v) there is a Change in Control of the Company of a
nature that is reported in response to item 5.01 of Current Report on Form 8-K or any similar item,
schedule or form under the Exchange Act, as in effect at the time of the change, whether or not the
Company is then subject to such reporting requirements; provided, however, that for purposes of
this Agreement a Change in Control shall
not be deemed to occur if the Person or Persons deemed to have acquired control is a holder of
at least 10% of the outstanding voting power of the Company as of the date of this Agreement; or
(vi) the Company consummates a transaction which constitutes a “Rule 13e-3 transaction” (as such
term is defined in Rule 13e-3 of the Exchange Act) prior to the termination or expiration of this
Agreement.


 


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(e) Rule 13e-3 Transactions. In the event of a Rule 13e-3 transaction, then effective
coincident with the consummation of such Rule 13e-3 transaction, the restrictions on transfer
imposed by Section 3 on the shares of Common Stock after conversion of the Restricted Stock Units
shall lapse; provided, however, that notwithstanding the foregoing, in connection with the
consummation of such Change in Control or Rule 13e-3 transaction, all such unvested Restricted
Stock Units then held by Employee shall be deemed to vest at such time in order to permit Employee
to participate in such transaction.



(f) Covanta Energy Corporation Reference. In the event that Employee is an employee
of Covanta Energy Corporation or any of its subsidiaries or affiliates, then the references to the
Company in Section 5(d)(i), (iii), (iv), (v) and (vi) above shall also include, in the alternative,
Covanta Energy Corporation.



(g) Section Definitions. For purposes of this Section 5, “Continuing Directors” shall
mean the members of the Board on the date of execution of this Agreement, provided that any person
becoming a member of the Board subsequent to such date whose election or nomination for election
was supported by at least a majority of the directors who then comprised the Continuing Directors
shall be considered to be a Continuing Director; and the term “Person” is used as such term is used
in Sections 13(d) and 14(d) of the Exchange Act.



6. Conversion of Restricted Stock Units into Common Stock upon Vesting. On the
Conversion Date (as defined below), Restricted Stock Units shall be converted into an equivalent
number of shares of Common Stock that will be issued to Employee, or in the event of Employee’s
death, Employee’s beneficiary. Promptly after the Conversion Date, certificates representing such
shares of Common Stock shall be delivered to Employee. The “Conversion Date” shall be the date of
vesting as set forth in Section 5; provided, however, that if on the date of such vesting Employee
is prohibited from trading in the Company’s securities pursuant to applicable securities laws
and/or the Company’s policy on securities trading and disclosure of confidential information, the
Conversion Date shall be, in the determination of the Compensation Committee, the first date
Employee is no longer prohibited from such trading.



7. Adjustment Provisions. If, during the term of this Agreement, there shall be any
merger, reorganization, consolidation, recapitalization, stock dividend, stock split, rights
offering or extraordinary distribution with respect to the Common Stock, or other change in
corporate structure affecting the Common Stock, the Compensation Committee shall make or cause to
be made an appropriate and equitable substitution, adjustment or treatment with respect to the
Restricted Stock Units, including a substitution or adjustment in the aggregate number or kind of
shares subject to this Agreement, notwithstanding that the Restricted Stock Units are subject to
the restrictions on transfer imposed by Section 4 above. Any securities, awards or rights issued
pursuant to this Section 7 shall be subject to the same restrictions as the underlying Restricted
Stock Units to which they relate.


 


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8. Tax Withholding. As a condition precedent to the receipt of any Restricted Stock
Units hereunder, Employee agrees to pay to the Company, at such times as the Company shall
determine, such amounts as the Company shall deem necessary to satisfy any withholding taxes due on
income that Employee recognizes pursuant to this award. The obligations of the Company under this
Agreement and the Plan shall be conditional on such payment or arrangements, and the Company, its
Affiliates and Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Employee. In addition, Employee may elect, unless
otherwise determined by the Compensation Committee, to satisfy the withholding requirement by
having the Company withhold shares of Common Stock with a Fair Market Value, as of the date of such
withholding, sufficient to satisfy the withholding obligation.



9. Registration. This grant is subject to the condition that if at any time the Board
or Compensation Committee shall determine, in its discretion, that the listing of the shares of
Common Stock issuable upon vesting and conversion of the Restricted Stock Units granted hereunder
on any securities exchange, or the registration or qualification of such shares under any federal
or state law, or the consent or approval of any regulatory body, shall be necessary or desirable as
a condition of, or in connection with, the grant, receipt or delivery of shares of Common Stock
hereunder, such grant, receipt or delivery will not be effected unless and until such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Board or Compensation Committee. The Company agrees to make every
reasonable effort to effect or obtain any such listing, registration, qualification, consent or
approval.



10. Rights of Employee. In no event shall the granting of the Restricted Stock Units
or the other provisions hereof or the acceptance of the Restricted Stock Units by Employee
interfere with or limit in any way the right of the Company, an Affiliate or Subsidiary to
terminate Employee’s employment at any time, nor confer upon Employee any right to continue in the
employ of the Company, an Affiliate or Subsidiary for any period of time or to continue his or her
present or any other rate of compensation.



11. Noncompetition; Nonsolicitation; Confidential Information, etc. Employee hereby
acknowledges that, during and solely as a result of Employee’s employment by the Company or its
Subsidiaries or Affiliates, Employee has received and will continue to receive special training and
education with respect to the operations of such entity(ies) and access to confidential information
and business and professional contacts, all of which is exceptionally valuable to the Covanta Group
and vital to the success of the Covanta Group’s business and other related matters. In
consideration of such special and unique opportunities afforded to Employee as a result of
Employee’s employment and the grant of Restricted Stock Units, Employee hereby agrees to be bound
by and acknowledges the reasonableness of the following covenants, which are specifically relied
upon by the Company and Covanta in entering into this Agreement and as a condition to the grant of
the Restricted Stock Units. Employee acknowledges and agrees that each of the individual
provisions of this Section 11 constitutes a separate and distinct obligation of Employee to the
Covanta Group, individually enforceable against Employee.


 


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(a) Covenant Not to Compete. During the period Employee is employed by Company or its
Subsidiary and for a period following Employee’s termination of employment for any reason, equal to
     [INSERT PERIOD]     , Employee shall not, without the consent of the Board, in any
form or any manner, directly or indirectly, on Employee’s own behalf or in combination with others,
become engaged in (as an individual, partner, stockholder, director, officer, principal, agent,
independent contractor, employee, trustee, lender of money or in any other relation or capacity
whatsoever, except as a holder of securities of a corporation whose securities are publicly traded
and which is subject to the reporting requirements of the Exchange Act, and then only to the extent
of owning not more than two percent (2%) of the issued and outstanding securities of such
corporation or other entity) or provide services to any business which renders services or sells
products, or proposes to render services or sell products, that compete with the Business of the
Covanta Group within the United States and any foreign country in which the Covanta Group conducts
any aspect of the Business during the term of this Agreement. For purposes of this Agreement, the
term “Business” shall mean the development, ownership and/or operation of businesses engaged in
waste-to-energy and other renewable energy facilities, waste management and/or waste procurement.
Notwithstanding the foregoing, after termination of Employee’s employment for any reason, Employee
shall be permitted to work for any business that owns and operates independent power generation
projects or that provides services to competitors or customers of the Covanta Group, so long as
such business, as determined in the good faith judgment of the Board, does not compete with the
Covanta Group.



(b) Covenant Not to Solicit Employees. During the period Employee is employed by the
Company or its Subsidiary and for a period following Employee’s termination of employment for any
reason, equal to      [INSERT PERIOD]     , Employee agrees and
covenants that he shall not, for any reason, directly or indirectly, employ, solicit or endeavor to
entice away from the Covanta Group (whether for Employee’s own benefit or on behalf of another
person or entity), or facilitate the solicitation, employment or enticement of, any employee of the
Covanta Group to work for Employee, any affiliate of Employee or any competitor of the Covanta
Group, nor shall Employee otherwise attempt to interfere (to the Covanta Group’s detriment) in the
relationship between the Covanta Group and any such employees.



(c) Covenant Not to Solicit Customers. During the period Employee is employed by
Company or its Subsidiary and for a period following Employee’s termination of employment for any
reason, equal to      [INSERT PERIOD]     , Employee agrees and
covenants that he shall not, directly or indirectly, in any form or manner, contact, solicit, or
facilitate the contacting or solicitation of, any Customer of the Covanta Group for the purpose of
competing with the Business. For purposes of this Agreement, the term “Customer” shall mean and
refer to each person, entity, municipality or other governmental entity that has a contract with or
is actively being solicited by the Covanta Group to deliver waste, receive services or purchase
energy during the period of Employee’s employment hereunder.


 


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(d) Covenant of Confidentiality. At any time during the term of Employee’s employment
with the Company or its Subsidiary (pursuant to this Agreement or otherwise), and for a period of
five (5) years after the termination of Employee’s employment with the Company or its Subsidiary,
as applicable, for any reason, Employee shall not, except in furtherance of the Business of the
Covanta Group or otherwise with the prior authorization of the Company, in any
form or manner, directly or indirectly, divulge, disclose or communicate to any person,
entity, firm, corporation or any other third party (other than in the course of Employee’s
employment), or utilize for Employee’s personal benefit or for the benefit of any competitor of the
Covanta Group any Confidential Information. For purposes of this Agreement, “Confidential
Information” shall mean, but shall not be limited to, any technical or non-technical data,
formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs,
processes, procedures, improvements, models or manuals of any member of the Covanta Group or which
are licensed by any member of the Covanta Group, any financial data or lists of actual or potential
customers or suppliers (including contacts thereat) of the Covanta Group, and any information
regarding the contracts, marketing and sales plans, which is not generally known to the public
through legitimate origins of the Covanta Group. The parties hereto each acknowledge and agree
that such Confidential Information is extremely valuable to the Covanta Group and shall be deemed
to be a “trade secret.” In the event that any part of the Confidential Information becomes
generally known to the public through legitimate origins (other than by the breach of this
Agreement by Employee or by misappropriation), or is required to be disclosed by legal,
administrative or judicial process (provided that Employee has provided to the Company and Covanta
reasonable prior notice of such request and the Company or Covanta has had a reasonable
opportunity, at its expense, to dispute, defend or limit such request for the Confidential
Information), that part of the Confidential Information shall no longer be deemed Confidential
Information for purposes of this Agreement, but Employee shall continue to be bound by the terms of
this Agreement as to all other Confidential Information.



(e) Return of Property. Upon termination of Employee’s employment for any reason,
Employee shall promptly deliver to the Company or its Subsidiary all correspondence, drawings,
blueprints, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial
documents or any other documents, including all copies in any form or media, concerning the Covanta
Group’s Customers, marketing strategies, products or processes which contain any Confidential
Information.



(f) Assignment of Inventions. Any and all writings, inventions, improvements,
processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or
developed by Employee, either solely or jointly with any other person or persons, whether or not
during working hours and whether or not at the request or upon the suggestion of the Company or its
Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or
hereafter carried on or contemplated by the Covanta Group, including developments or expansions of
its present fields of operations, shall be the sole and exclusive property of the Company or its
Subsidiaries or Affiliates, as applicable. Employee shall make full disclosure to the Company or
its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes,
procedures, techniques, or any other material of a proprietary nature, including, without
limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods,
systems, computer programs, trade secrets or other intellectual property whether or not patentable
or copyrightable and specifically including, but not limited to, copyright and mask works,
formulae, compositions, products, processes, apparatus, and new uses of existing materials or
machines (collectively, “Inventions”), made, conceived or first reduced to practice by Employee
solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and
which relate to or result from the actual or anticipated business, work, research or investigation
of the Covanta Group or which are



 


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suggested by or result from any task assigned to or performed by Employee for the Covanta
Group; and Employee shall do everything necessary or desirable to vest the absolute title thereto
in the Company or its Subsidiaries or Affiliates, as applicable. Employee shall write and prepare
all descriptions, specifications and procedures regarding the Inventions as may be required by the
Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or
Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its
Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and
present applications for copyright or letters patent therefor and can secure such copyright or
letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can
obtain the record title to such copyright or patents so that the Company or its Subsidiaries or
Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to
have copyright or patent protection. Employee will, at the Company’s or its Subsidiaries or
Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed
reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its
Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend
to any country in the world and shall attach to each Invention notwithstanding that it is
perfected, improved, reduced to specific form or used after termination Employee’s employment.
Employee agrees to lend such assistance as he or she may be able, at the Company’s or its
Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of
patent, trade secrets, copyright or application thereof, as may be determined by the Company or its
Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may
agree to pay Employee a reasonable fee to defray any costs or time incurred by Employee in
providing such assistance. Employee shall not be entitled to any additional or special
compensation or reimbursement regarding any and all such writings, inventions, improvements,
processes, procedures and techniques.



(g) Equitable Remedies. In the event that Employee breaches any of the terms or
conditions set forth in this Section 10 (collectively, the “Restrictive Covenants”), Employee
stipulates that such breach will result in immediate and irreparable harm to the business and
goodwill of the Company and/or its Subsidiaries or Affiliates and that damages, if any, and
remedies at law for such breach would be inadequate. The Company and/or its Subsidiaries or
Affiliates shall therefore be entitled to seek for and receive from any court of competent
jurisdiction a temporary restraining order, preliminary and permanent injunctive relief and/or an
order for specific performance to protect its rights and interests and to restrain any violation of
this Agreement and such further relief as the court may deem just and proper, each without the
necessity of posting bond. Following judgment or other final determination by such court, the
non-prevailing party in such proceeding shall pay the costs and expenses (including court costs and
reasonable attorneys’ fees) of the prevailing party. The Company and/or its Subsidiaries or
Affiliates may elect to seek such remedies at its sole discretion on a case by case basis. Failure
to seek any or all remedies in one case shall not restrict the Company and/or its Subsidiaries or
Affiliates from seeking any remedies in another situation. Such action by the Company and/or its
Subsidiaries or Affiliates shall not constitute a waiver of any of its rights.


 


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(h) Continuing Obligation. During Employee’s employment and upon termination of
Employee’s employment for any reason the obligations, duties and liabilities of Employee pursuant
to Sections 11(a), 11(b), 11(c), 11(d) and 11(e) of this Agreement are continuing, and for the
periods set forth in such provisions hereof are absolute and unconditional,
and shall survive and remain in full force and effect as provided in each such Section.
Notwithstanding anything else contained in this Agreement to the contrary, the parties hereto agree
that in the event, and at the moment, Employee breaches any of the terms, duties or obligations
contained in Sections 11(a), 11(b), 11(c), and 11(d) of this Agreement, all of the Restricted Stock
Units as to which the restrictions on transfer imposed thereon by Section 4 hereof shall not have
lapsed prior to such date will immediately be cancelled and forfeited.




12. Construction.



(a) Successors. This Agreement and all the terms and provisions hereof shall be
binding upon and shall inure to the benefit of the parties hereto and their respective legal
representatives, heirs and successors, except as expressly herein otherwise provided.



(b) Entire Agreement; Modification. This Agreement contains the entire understanding
between the parties with respect to the matters referred to herein. Subject to Section 16(c) of
the Plan, this Agreement may be amended by the Board or Compensation Committee at any time.



(c) Capitalized Terms; Headings; Pronouns; Governing Law. Capitalized terms used and
not otherwise defined herein are deemed to have the same meanings as in the Plan. The descriptive
headings of the respective sections and subsections of this Agreement are inserted for convenience
of reference only and shall not be deemed to modify or construe the provisions which follow them.
Any use of any masculine pronoun shall include the feminine and vice-versa and any use of a
singular, the plural and vice-versa, as the context and facts may require. The construction and
interpretation of this Agreement shall be governed in all respects by the laws of the State of
Delaware.



(d) Notices. Each notice relating to this Agreement shall be in writing and shall be
sufficiently given if delivered by registered or certified mail, or by a nationally recognized
overnight delivery service, with postage or charges prepaid, to the address hereinafter provided in
this Section 12. Any such notice or communication given by first-class mail shall be deemed to
have been given two business days after the date so mailed, and such notice or communication given
by overnight delivery service shall be deemed to have been given one business day after the date so
sent, provided such notice or communication arrives at its destination. Each notice to the Company
shall be addressed to it at its offices at 40 Lane Road, Fairfield, New Jersey 07004 (attention:
Chief Financial Officer), with a copy to the Secretary of the Company or to such other designee of
the Company. Each notice to the Employee shall be addressed to the Employee at the Employee’s
address shown on the signature page hereof.



(e) Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement or the application thereof to any party or circumstance shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the minimal extent of such
provision or the remaining provisions of this Agreement or the application of such provision to
other parties or circumstances.


 


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(f) Counterpart Execution. This Agreement may be executed in counterparts, each of
which shall constitute an original and all of which, when taken together, shall constitute the
entire document.



	 	 	 	 	 
	 	COVANTA HOLDING CORPORATION

 	 
	 	By:  	 	 
	 	 	Title 	 
	 	 	 	 
	 




Accepted this ______________________
day of

__________________________________, 20__.



_______________________________________


EMPLOYEE’S ADDRESS:


 


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Schedule A




	 	 	 	 	 
	 	 	Percentage of
	 	 	Total Award
	Acquisitions
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Development Projects
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	Total:

	 	 	100	%
	 

	 	 	 	 







 


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