Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT, dated as of July 6,
2010 (the “Agreement”), is made by and between Casella Waste Systems, Inc.,
a Delaware corporation with an address of 25 Greens Hill Lane, Rutland, Vermont
05701 (“Company”), and Edwin D. Johnson, an individual with an address of 1161
Quarterline Road, Rutland, Vermont 05701 (“Employee”).


 


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


 


WHEREAS, Company and Employee are mutually desirous
that Company employ Employee, and 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,
Company and Employee, intending to be legally bound, do hereby agree as
follows:


 


1.     Duties.


 


1.1 During the Agreement Term (as defined below),
Employee shall be a Senior Vice President and Chief Financial Officer of
Company (or such other and comparable titles and positions as shall be given
Employee by the Board of Directors (the “Board”) of Company), and shall
faithfully perform for Company the duties of said office. 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. Employee
shall report to the Chairman and Chief Executive Officer of Company. Employee
shall devote substantially all of his business time and effort to the
performance of his duties hereunder, shall use all reasonable efforts to
advance the best interests of Company and shall not engage in outside business
activities which materially interfere with the performance of his duties
hereunder; provided, however, that, subject to Sections 5 and 6
below, nothing in this Agreement shall preclude 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.


 


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


 


2.             Agreement
Term. Company hereby employs Employee, and Employee hereby
accepts such employment, for an initial term (“Initial Term”) commencing July 6,
2010 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 (such Initial Term and any succeeding terms
being hereinafter referred to as “Agreement Term”), unless terminated by
Company or Employee pursuant to the terms of Section 4 of this Agreement.


 


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3.             Compensation
and Expenses.


 


3.1.1        Base Salary.
Subject to the next sentence of this Section 3.1.1, Employee shall be
compensated at the annual rate of three hundred thousand dollars ($300,000) (“Base
Salary”), payable on a bi-weekly basis in accordance with 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. 
Company shall grant to Employee, conditioned upon Employee’s
commencement of employment with Company, two hundred fifty thousand (250,000)
options to purchase Class A Common Stock of Company at the Fair Market
Value per share on the first date of Employee’s employment with 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 anniversary of Employee’s employment with Company; one-third
(1/3) on the second anniversary of such date; and one-third (1/3) on the third
anniversary of such date.  A Stock Option
Agreement reflecting the foregoing grant and the terms of the grant and Company
Plan, shall be executed by Company and Employee within fifteen (15) days of
Employee’s commencement of employment with Company as set forth in Section 2.


 


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 Company, Employee shall be
eligible but not guaranteed to receive a bonus (“Bonus”) consisting of (i) a
cash bonus of up to eighty five percent (85%) of Employee’s Base Salary, (ii) issuance
of additional stock options or restricted stock units (“RSU’s”)of 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 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 2011, and payable shortly thereafter, and at similar time
frames during the Agreement Term (and in any event no later than 2 1⁄2 months
after the end of the later of the Employer’s fiscal year or Employee’s taxable
year during which the Bonus was earned.


 


3.3.1        Business
Expenses. 
Upon submission of appropriate invoices or vouchers, Company shall pay
or reimburse 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 Company.  Employee shall
conclude such relocation within eight (8) months of the date of this
Agreement.  During this period, Company
shall reimburse Employee for all temporary living and commuting expenses for
Employee and his family.  To assist Employee
with his relocation expenses, Company shall pay Employee one hundred five
thousand dollars ($105,000.00) upon the conclusion of Employee’s relocation.


 


3.4           Participation
in Benefit Plans. Subject to each plan’s Employee
contribution requirement, Employee shall be entitled to immediately participate
in any health benefit or other employee benefit plans available to 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 of Company, and to continue
to participate in them during the Severance 


 


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Benefit Term (as defined in Section 4.4.1(g), if
applicable), in each case to the extent that he may be eligible to do so under
the applicable provisions of any such plan and applicable law. Following the
termination of Employee hereunder or the expiration of the Severance Benefit
Term (if applicable), Employee and his eligible dependents shall be eligible
for health care continuation under the Consolidated Omnibus Reconciliation Act
of 1985 (“COBRA”) to the extent authorized by law and at Employee’s own cost.


 


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


 


3.6           Fringe
Benefits and Perquisites. Employee
shall be entitled to a monthly auto allowance of six hundred fifty dollars
($650.00) per month; a Company paid 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 Company from time to time and that are
approved by the Compensation Committee.


 


3.7           Life
Insurance. 
In addition to all basic and/or supplemental life insurance coverages
available to Employee pursuant to Section 3.4 hereof, some of which
require Employee contribution, Company shall also provide a supplemental term
life insurance policy to Employee at Company’s expense in the face amount of
four hundred thousand dollars ($400,000).


 


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


 


4.1           Death.  Employee’s employment hereunder shall
terminate automatically upon his death, in which event Company shall pay to
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  immediately
upon death,  and (ii) all reasonable
expenses actually incurred or paid by Employee in the performance of his duties
hereunder prior to the date of death.


 


4.2           Disability.
Company may terminate Employee’s employment hereunder if (i) as a result
of Employee’s incapacity due to physical or mental illness, Employee shall have
been absent from his duties hereunder on a full-time basis for an aggregate of
one hundred eighty (180) consecutive or non-consecutive business days in any
twelve (12) consecutive-month period and (ii) within ten (10) days
after written notice of termination hereunder is given by Company, 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 Company based upon
information supplied by a physician selected by Company or its insurers and
reasonably acceptable to Employee or his legal representative. During any
period that Employee fails to perform his duties hereunder as a result of
incapacity due to physical or mental illness (the “Disability Period”),
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 Employee shall be reduced by the sum of the amounts, if any,
paid to Employee during the Disability Period under any disability benefit
plans of Company. If Employee is terminated pursuant to this Section 4.2,
Company shall pay to Employee (or his legal representative):  (i) Severance, payable as described in Section 4.4.1(e),
(ii) the Acceleration Payment, payable as described in Section 4.4.1(b),
(iii) Severance Benefits for the Severance Benefit Term, and (iv) all
reasonable expenses actually incurred or paid by Employee in the performance of
his duties hereunder prior to the date of termination due to disability.


 


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4.3           Termination
by Company.


 


4.3.1        Termination by
Company for Cause. 
Company (i) shall have “Cause” to terminate Employee’s employment
hereunder upon Employee (A) being convicted of a crime involving Company
(other than pursuant to actions taken at the direction or with the approval of
the Board), (B) having engaged in (1) willful misconduct which has a
material adverse effect on Company, (2) willful or gross neglect which has
a material adverse effect on 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 Company specifying such breach and (ii) may terminate
Employee’s employment on written notice given to 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 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 Employee’s employment is
terminated by Company for “Cause”, Employee shall be entitled to continue to
receive Base Salary accrued but unpaid and expenses incurred but not repaid to
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 Employee’s employment is
terminated by Company other than for Cause, Employee shall be entitled to (i) Severance,
payable as described in Section 4.4.1(e), (ii) the Acceleration
Payment payable as described in Section 4.4.1(b), (iii) Severance
Benefits for the Severance Benefit Term, and (iv)  the accelerated vesting
at the time of termination of any stock options or equity grants (such as RSU’s,
with respect to which payment also shall be made upon such vesting) issued by
Company to Employee.


 


4.4           Termination
by Employee.


 


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


 


(a)           “Affiliate”
means, with respect to Company, any entity directly or indirectly controlled,
controlling or under common control with 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.  The Acceleration Payment shall be payable in
a lump sum immediately upon termination, subject to Section 11.  The Acceleration Payment is not “deferred
compensation” within the meaning of Section 409A (as defined below).


 


(c)           “Good
Reason” means the occurrence of one or more of the following conditions:
the assignment to Employee of any duties inconsistent with his status as Senior
Vice President and Chief Financial Officer, at a publicly traded company, 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, a material diminution in
Employee’s compensation, provided that Employee has given Company notice within
90 days of the initial existence of the condition, Company has not remedied the
condition within 30 days after 


 


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receiving such notice and Employee actually terminates
within 180 days of the initial existence of such condition.


 


(e)           “Severance”
means the sum of:  (i) two (2) times
the highest Base Salary that was paid to Employee at any time prior to
termination by Employee for Good Reason or prior to when Employee’s employment
is terminated by Company other than for “Cause”; and (ii) two (2) times
85% of the highest Base Salary used in clause (i).  Severance due under (i) shall be paid
bi-weekly in accordance with Company payroll procedures, commencing immediately
upon termination, and Severance due under (ii) shall be paid in a lump sum
within sixty (60) days of the date of Employee’s termination, in all cases
subject to Section 11 and, to the extent applicable, Section 20, and
less applicable Employee payroll deductions. 
Severance
payable under clause (i) is intended to, and shall be construed to, fit
within the short-term deferral and separation pay exceptions to Section 409A
to the maximum permissible extent and each installment payment thereof shall be
treated as a separate payment.  Severance
payable under clause (ii) is intended to, and shall be construed to, fit
within the short-term deferral exception to Section 409A.


 


(f)            “Severance
Benefits” means the group medical, dental, disability and life insurance
benefits contemplated by Section 3.4 and 3.7 of this Agreement.  The Severance Benefits are intended to, and shall be
construed to, fit within the short-term deferral and separation pay exceptions
to Section 409A to the maximum permissible extent and each installment
thereof shall be treated as a separate payment for purposes of Section 409A.


 


(g)           “Severance
Benefit Term” means two (2) years from the date Employee terminates
his employment for Good Reason, or Employee’s employment is terminated by
Company other than for Cause.


 


(h)           “Section 409A”
means Section 409A of the Internal Revenue Code of 1986, and the
regulations issued thereunder, as each may be amended from time to time.


 


4.4.2        Termination by
Employee for Good Reason.  At the election of Employee, Employee may
terminate his employment for Good Reason immediately upon written notice to
Company; provided, however, that Employee must make such election
to terminate his employment for Good Reason within 90 days of his becoming
aware 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 Employee’s employment is
terminated by Employee for Good Reason, Employee shall be entitled to receive
from Company (i) Severance, payable as described in Section 4.4.1(e),
(ii)  the Acceleration Payment payable as described in Section 4.4.1(b),
, (iii) Severance Benefits for the Severance Benefit Term, (iv) the
accelerated vesting at the time of termination of any stock options or equity
grants (such as Restricted Stock Units, with respect to which payment also
shall be made upon such vesting) issued by Company to Employee, and (v) 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, Employee’s Severance, Acceleration Payment and Severance Benefits
after federal and state income taxes are equal to the amount that Employee
would have received but for the imposition of the excise tax under Section 4999.  Any payment pursuant to clause (v) shall
be made no later than December 31 of the year following the year in which
Employee remits the related taxes.


 


4.4.3        Termination by
Employee for other than Good Reason.  Upon forty five (45) days’ prior written
notice, Employee may terminate his employment with Company other than for Good
Reason. If Employee voluntarily 


 


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terminates his employment with Company other than for
Good Reason, no further payment shall be due Employee pursuant to Sections 3 or
4 above (other than payments for accrued and unpaid Base Salary and expenses
incurred but not previously paid to Employee, in each case prior to such
termination), however the indemnification provisions pursuant to Section 10
hereof shall survive any termination of employment of Employee hereunder.


 


4.5           Effect
of Termination on Certain Obligations. No
termination of the employment of Employee by either Company or Employee,
whether for Good Reason or without Cause or for Cause ,shall terminate, affect
or impair any of the obligations or rights of the parties set forth in Sections
4, 5, 6, 7, 8 and 10 of this Agreement, all of which obligations and rights
shall survive any termination of employment of Employee hereunder.


 


5.             Covenant
Not to Disclose Confidential Information.  During the Agreement Term, and for a period
of two (2) years thereafter, Employee acknowledges that during the course
of his affiliation with Company he has or will have access to and knowledge of
certain information and data which Company considers confidential and/or
proprietary and the release of such information or data to unauthorized persons
would be extremely detrimental to Company. As a consequence, Employee hereby
agrees and acknowledges that he owes a duty to Company not to disclose, and
agrees that without the prior written consent of Company, at any time, either
during or after his employment with 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 Employee is acting in good faith and in the best interest
of Company. Employee will use all reasonable 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. Employee will return
to Company all Confidential Information in Employee’s possession or under
Employee’s control when the duties of Employee no longer require Employee’s
possession thereof, or whenever Company shall so request, and in any event will
promptly return all such Confidential Information if Employee’s employment with
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 Company whether
communication is verbal or in writing that is not known generally to the
industry in which Company is or may be engaged, including without limitation,
any and all trade secrets, proprietary data and information relating to 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 Company advises Employee should be treated as Confidential
Information.


 


6.             Covenant
Not to Compete and Non-Solicitation and Non-Disparagement.
Employee acknowledges that he, at the expense of Company, has been and will be
specially trained in the business of Company, has established and will continue
to establish favorable relations with the customers, clients and accounts of
Company and will have access to trade secrets of Company. Therefore, in
consideration of the compensation paid Employee hereunder, and of such training
and relations and to further protect trade secrets, directly or indirectly, of
Company, Employee agrees that during the term of his employment by 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 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 


 


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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 Company during the term of Employee’s employment,  by 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 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, 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
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 Company, or were prospects to
be customers of Company, within the twelve (12) months prior to termination) or
accounts of 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 Company to leave such employ or service.


 


Furthermore, the
terms of this covenant not to compete shall be enforceable against Employee
only to the extent that during Employee’s employment, 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, 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  Inventions or
copyrightable Works, which are conceived, made, discovered, written or created
by Employee, alone and/or in combination with others, during Employee’s employment
with Company, and that Employee will, voluntarily and without additional
consideration, assign Employee’s  rights
and title to such Inventions or Works to Company.  This assignment of Inventions or Works
relates only to Inventions or Works which are directly related to the
businesses of Company.


 


8.             Specific
Performance. 
Recognizing that irreparable damage will result to Company in the event
of the breach or threatened breach of any of the foregoing covenants and
assurances by Employee contained in Sections 5, 6 or 7 hereof, and that Company’s
remedies at law for any such breach or threatened breach will be inadequate,
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 Employee,
and 


 


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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. 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 Employee or Company, 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 Company (in the case of
an Employee breach) or Employee (in the case of a Company breach) 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.           Indemnification.  Company agrees that, except as limited by
Company’s Certificate of Incorporation or By-Laws (as either or both may be amended
from time to time), or applicable law, Company shall indemnify Employee (and
promptly advance expenses as may be required) to the fullest extent permitted
by applicable law in effect on the date hereof and to such greater extent as
applicable law may thereafter from time to time permit.  Employee shall be entitled to this
indemnification if by reason of his employment or by any reason of anything
done or not done by Employee in any such capacity he is or is threatened to be
made, a party to any threatened, pending, or completed Proceeding (as defined
herein).  Employee will be indemnified to
the full extent permitted by applicable law against expenses, judgments,
penalties, fines and amounts paid in settlement (including all interest
assessments and other charges paid or payable in connection with or in respect
of such expenses, judgments, fines, penalties or amounts paid in settlement)
actually and reasonably incurred by him or on his behalf in connection with
such Proceeding or any claim, issue or matter therein, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of Company, and, with respect to any criminal Proceeding, had no
reasonable cause to believe his conduct was unlawful.  “Proceeding” includes any threatened,
pending, or completed claim, action, suit, arbitration, alternate dispute
resolution mechanism, administrative hearing, appeal, inquiry or investigation,
whether civil, criminal, administrative, arbitrative, investigative, or other
(whether instituted by Company or any other party), or any inquiry or
investigation that Employee in good faith believes might lead to the
institution of any such action, suit or proceeding whether civil, criminal,
administrative, investigative, or other, including any action, suit
arbitration, alternate dispute resolution mechanism, administrative  hearing, appeal, or any inquiry or
investigation pending on or prior to the date hereof or initiated by Employee
to enforce his rights under this indemnification section of this Agreement.
This indemnification and the advancement of expenses shall include attorney’s
fees and other reasonable expenses incurred by Employee pursuant to this
clause. In the event that there is a potential conflict of interest between
Employee and Company, Employee may select his own counsel (and still be
entitled to the benefit of this indemnification).   This indemnification clause shall survive
the termination of this Agreement.


 


11.           General
Release. 
Employee recognizes, understands and agrees that the provision of this
Agreement by 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, Employee
will execute a General Release in a form mutually satisfactory to Company and
Employee, but in any case, including appropriate releases for all claims or
demands Employee may have against Company for violation of any laws, rules,
regulations, orders or decrees established to protect 


 


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the rights of employees pursuant to
anti-discrimination laws and including all protections afforded to Employee
relative to the execution and revocation of such a General Release.  Employee understands and agrees that no
Severance Benefits or Severance and the Acceleration Payment will be made to
Employee unless, and until Employee and Company execute such a General Release,
and Employee’s rights to revoke such General Release have expired or have been
extinguished as a matter of law.  Such
General Release must be executed and submitted to Company within 60 days
following termination of employment. 
Payment of amounts exempt from Section 409A shall be made (or shall
begin, as the case may be) immediately upon the expiration of the revocation
period, but payment of any amounts that constitute “deferred compensation”
within the meaning of Section 409A shall be made (or begin) immediately
upon the expiration of the 60-day period, subject to any further delay under Section 20.


 


12.           Corporate
Authority.  Company represents and warrants to Employee
that (a) Company has all necessary power and authority to enter into, and
be bound by the terms of, this Agreement, (b) the execution, delivery, and
performance of the undertakings contemplated by the Agreement have been duly
authorized by Company, and (c) this Agreement shall be a legal, valid and
binding obligation of Company, enforceable against Company in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
the enforcement of creditors rights generally.


 


13.           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 Company:


 


Casella Waste Systems, Inc.


25 Greens Hill Lane


Rutland, VT 05702


Attention: Vice President and General Counsel


 


(b) If to Employee:


 


Edwin D. Johnson


Senior Vice President and Chief Financial Officer


25 Greens Hill Lane


Rutland, VT 05702


 


 


With a copy to:


 


Edwin D. Johnson


1161 Quarterline Road


Center Rutland, VT 
05736


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


 


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14.           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.


 


15.           Benefit
and Binding Effect. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of Company, but shall
be personal to and not assignable by Employee. The obligations of Company
hereunder are personal to Employee or where applicable to his spouse or estate,
and shall be continued only so long as Employee shall be personally discharging
his duties hereunder. Company may assign its rights, together with its
obligations, to any corporation which is a direct or indirect wholly-owned
subsidiary of Company; provided, however, that Company shall not
be released from its obligations hereunder without the prior written consent of
Employee, which consent shall not be unreasonably withheld.


 


16.           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.


 


17.           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.


 


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


 


19.           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.


 


20.           Compliance
with Section 409A.


 


Payments and benefits under this Agreement are
intended to be exempt from Section 409A to the maximum possible extent and,
to the extent not exempt, are intended to comply with the requirements of Section 409A.  The provisions of this Agreement shall be
construed in a manner consistent with such intent.


 


With respect to any “deferred compensation” within the
meaning of Section 409A that is payable or commences to be payable under
this Agreement solely by reason of Employee’s termination of employment, such
amount shall be payable or commence to be payable as soon as, and no later
than,  Employee experiences a “separation
from service” as defined in Section 409A, subject to Section 11 of
the Agreement and subject to the six-month delay described below, if
applicable.  In addition, nothing in 


 


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the Agreement shall require Company to, and Company
shall not, accelerate the payment of any amount that constitutes “deferred
compensation” except to the extent permitted under Section 409A.


 


If Employee is a “Specified Employee” within the
meaning of Section 409A at the time his employment terminates and any
amount payable to Employee by virtue of his separation from service constitutes
“deferred compensation” within the meaning of Section 409A, any such
amounts that otherwise would be payable during the first six months following
separation from service shall be delayed and accumulated for a period of six
months and paid in a lump sum on the first day of the seventh month.  Amounts exempt from Section 409A shall
not be so delayed.  The Severance and
Severance Benefits described in Section 4.4.1 of the Agreement are
intended to, and shall be construed to, fit within the short-term deferral and
separation pay exceptions to Section 409A to the maximum permissible
extent and each installment thereof shall be treated as a separate payment for
such purposes.


 


Any reimbursements or in-kind benefits provided to
Employee shall be administered in accordance with Section 409A, such
that:  (a) the amount of expenses
eligible for reimbursement, or in-kind benefits provided, during one year shall
not affect the expenses eligible for reimbursement or the in-kind benefits
provided in any other year; (b) reimbursement of eligible expenses shall
be made on or before December 31 of the year following the year in which
the expense was incurred; and (c) the right to reimbursement or in-kind
benefits shall not be subject to liquidation or to exchange for another
benefit.


 


21.           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 by a single arbitrator agreed to by the
parties, or if one cannot be agreed to by the parties, then by a three (3) person
arbitration panel which is selected by the party of the first party, the second
member chosen by the party of the second party, and the third member being
selected by the first two arbitrators as previously selected by the
parties.  The arbitrator(s) shall
administer the arbitration in accordance with the American Arbitration
Association, 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.  The arbitrator(s) selection
process shall be concluded by the parties within sixty (60) days of a party’s
Notice of Arbitration.


 


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:


 


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  EDWIN D. JOHNSON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
  /s/ Shelley S. Rogers

  	
   

  	
  /s/ Edwin D. Johnson

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  8/4/2010

  	
   

  	
  Date:

  	
  8/4/10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CASELLA WASTE SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
  /s/ Shelley S. Rogers

  	
   

  	
  By:

  	
  /s/ John W. Casella

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  8/4/2010

  	
   

  	
  Name:

  	
  John W. Casella

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date: 

  	
  8/4/10

  



 


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