Exhibit 10.1


 


Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. 
Asterisks denote omissions.


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT, dated as of December 18th, 2008 (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 (the “Company”), and John S. Quinn, an
individual with an address of [**](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 a Senior
Vice President and Chief Financial 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 all reasonable 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.


 


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.             Agreement Term. The Company hereby
employs the Employee, and the Employee hereby accepts such employment, for an
initial term (“Initial Term”) commencing January 5, 2009 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 the Company or the
Employee pursuant to the terms of Section 4 of this Agreement.


 

















 


3.             Compensation and Expenses.


 


3.1.1        Base Salary. Subject to the next sentence of this Section 3.1.1,
the Employee shall be compensated at the annual rate of two hundred eighty five
thousand dollars ($285,000) (“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.  The Company shall grant to
Employee, conditioned upon Employee’s commencement of employment with the
Company, one hundred fifty thousand (150,000) 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.  Documentation of the grant shall be delivered
to Employee within fifteen (15) days of Employee’s commencement of employment
with the Company as set forth in Section 2.


 


3.1.3        Initial Restricted Stock Units. 
Within fifteen (15) days of Employee’s and Company’s execution of this
Agreement, the Company shall issue to Employee twelve thousand (12,000)
Restricted Stock Units based on the Company’s Senior Management Performance
criteria for 2009, a copy of which has previously been provided  to Employee.


 


3.1.4        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 commencement of employment with the
Company or set forth in Section 2, 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 which
will vest in six months from the time of issuance.


 


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 eighty five percent (85%) 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 2009, and payable in July 2009,
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 the
Employee’s taxable year during which the Bonus was earned.


 


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.


 


2

















 


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 eight (8) months of
the date of this Agreement.  To assist
Employee with his relocation expenses, the Company shall pay Employee one
hundred five thousand dollars ($105,000.00) on or before March 15, 2009.


 


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, and to
continue to participate in them during the Severance 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 the Employee hereunder or the
expiration of the Severance Benefit Term (if applicable), the 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. 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
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 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  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”),


 


3

















 


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, 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 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) having
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, 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
Restricted Stock Units, with respect to which payment also shall be made upon
such vesting) issued by the Company to the 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
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.  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).


 


4

















 


(c)           “Good Reason” means the occurrence
of one or more of the following conditions: the assignment to the Employee of
any duties inconsistent with his status as Senior Vice President and Chief
Financial Officer,  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 the Employee’s compensation, provided
that the Employee has given the Company notice within 90 days of the initial
existence of the condition, the Company has not remedied the condition within
30 days after receiving such notice and the 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 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 (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
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 the
Employee’s employment is terminated by the 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 the Employee, the Employee may terminate his employment for
Good Reason 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 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 the Employee’s employment is terminated
by the Employee for Good Reason, the Employee shall be entitled to receive from
the 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 the 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 


 


5

















 


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.  Any
payment pursuant to clause (v) shall be made no later than December 31
of the year following the year in which the Employee remits the related taxes.


 


4.4.3        Termination by Employee for other than
Good Reason.  Upon forty five (45) 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), however the
indemnification provisions pursuant to Section 10 hereof shall survive any
termination of employment of the Employee hereunder.


 


4.5           Effect of Termination on Certain
Obligations. No termination of the employment of the Employee by either the
Company or the 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 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 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. 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, 


 


6

















 


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 parties
expressly agree that the provisions of this Section 6, shall not preclude
employment per se by Employee with a company engaged in Competitive
Businesses (“Competitor”), so long as Employee shall not, for a period not less
than the one (1) year restrictive period following employment with the
Company as described above, be employed by a Competitor to act in a
supervisory, oversight, marketing, pricing, sales or any other directly
competitive function in the markets in which Company is engaged, and in any
event, Employee shall comply in all respects with the obligations set forth in Section 5
hereof.


 


Furthermore, 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 


 


7

















 


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 the 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
the 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 or the 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 the Company (in the case
of an Employee breach) or the 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. 
The Company agrees that except as limited by the Company’s Certificate
of Incorporation or By-Laws (as either or both may be amended from time to
time), or applicable law, the Company shall indemnify the 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.  The Employee shall be entitled to this
indemnification if by reason of his employment or by any reason of anything
done or not done by the 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 the 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,


 


8

















 


action,
suit, arbitration, alternate dispute resolution mechanism, administrative
hearing, appeal, inquiry or investigation, whether civil, criminal,
administrative, arbitrative, investigative, or other (whether instituted by the
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
the 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 the employee pursuant
to this clause. In the event that there is a potential conflict of interest
between the Employee and the Company the 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 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, 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 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 the 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.  The
Company represents and warrants to the Employee that (a) the 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 the
Company, and (c) this Agreement shall be a legal, valid and binding
obligation of the Company, enforceable against the 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 the Company:


 


Casella Waste Systems, Inc.


25 Greens Hill Lane


Rutland, VT 05702


 


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Attention: Vice President and General Counsel


 


(b) If
to the Employee:


 


John S. Quinn


Senior Vice President and Chief Financial Officer


25 Greens Hill Lane


Rutland, VT 05702


 


 


With a copy to:


 


John S. Quinn


[**]


 


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


 


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 the Company, but
shall be personal to and not assignable by the Employee. The obligations of the
Company 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.


 


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.


 


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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 the Employee’s termination of employment, such amount shall be
payable or commence to be payable as soon as, and no later than,  the 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 the
Agreement shall require the Company to, and the Company shall not, accelerate
the payment of any amount that constitutes “deferred compensation” except to
the extent permitted under Section 409A.


 


If
the Employee is a “Specified Employee” within the meaning of Section 409A
at the time his employment terminates and any amount payable to the 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
the 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 


 


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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:


 


 


	
   

  	
   

  	
  JOHN S. QUINN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
     /s/
  BRIAN DELGHIACCIO

  	
   

  	
        /s/
  JOHN S. QUINN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
     12/18/08

  	
   

  	
  Date: 

  	
       12/18/08

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CASELLA WASTE
  SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
      /s/
  SHELLEY S. ROGERS

  	
   

  	
  By:

  	
    /s/
  JOHN W. CASELLA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
       12/18/08

  	
   

  	
  Name:

  	
     John
  W. Casella, Chairman & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
      12/18/08

  
										



 


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