Exhibit 10.3


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


BY THIS
AMENDMENT, dated December 30, 2008, made and entered into by Casella Waste
Systems, Inc., a Delaware Corporation with a principal address of 25
Greens Hill Lane, Rutland, Vermont 05701 (the “Company”) and John W. Casella,
an individual, a current resident of Rutland, Vermont 05701 (the “Employee”).


 


WHEREAS,
Company and Employee are parties to that certain Employment Agreement, dated December 8,
1999, wherein Employee is employed as President and Chief Executive Officer of
Company; and


 


WHEREAS, both
Company and Employee desire to amend the EA, effective January 1, 2009, to
document compliance with (and, as applicable, exemption from) Section 409A
of the Internal Revenue Code of 1986 and the regulations issued thereunder, as
each may be amended from time to time (“Section 409A”);


 


NOW THEREFORE,
in exchange for the promises and mutual conditions contained herein, and other
good and valuable consideration, the parties hereto, intending to be legally
bound, do hereby agree as follows:


 


1.                                       Section 3.2,
Incentive Compensation, is amended to insert the following sentence at
the end thereof, in order to clarify the time of payment:


 


Any cash Bonus shall be paid during the first quarter of the following
fiscal year, and
in any event no later than 2 1⁄2 months after the end of the later of the Company’s
fiscal year or the Employee’s taxable year during which the Bonus was earned.


 


2.                                       Section 3.6,
Fringe Benefits and Perquisites, is amended to insert the following immediately
prior to the end thereof:  “in accordance
with the Company’s policy with respect to senior executives of the Company.”


 


3.                                       Section 4.4.1(b),
Acceleration Payment, is amended to insert the following sentence at the
end thereof, in order to clarify the time and form of payment:


 


If payable, the Acceleration Payment shall be paid in an immediate lump
sum.


 


4.                                       Section 4.4.1(d),
Good Reason, is amended as follows, in order to comply with the safe
harbor definition in Section 409A:


 


·                  in clause (i),
to delete the phrase “or which require travel significantly more time-consuming
than that required at commencement of this Agreement”;


 


·                  in clause (iii),
to insert the word “base” prior to the word “compensation”;


 


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·                  to insert a new
clause (iv) immediately prior to the end of Section 4.4.1(d), to read
as follows:  “, or (iv) a material
change in the geographic location at which the Employee must perform services
for the Company”; and


 


·                  to insert the
following immediately following the new clause (iv):  “;
provided, in each case, that the Employee did not consent to the condition and
that the Employee has given the Company notice within 90 days of the initial
existence of the condition and the Company has not remedied the condition
within 30 days after receiving such notice.”


 


5.                                       Section 4.4.1(f),
Severance, is amended to insert the following sentence at the end
thereof, in order to clarify the time and form of payment:


 


Any amounts payable under (i) shall
be paid bi-weekly or otherwise in accordance with Company payroll practices,
commencing immediately upon termination, and any amounts payable 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 any delay imposed under Section 17
and subject to applicable withholding.


 


6.                                       Section 4.4.2
is further amended to insert the following sentence immediately prior to the
last sentence thereof, in order to clarify the time of payment:


 


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


 


7.                                       The
EA is further amended to add a new Section 17, Compliance with Section 409A,
as follows:


 


14.                                 Compliance with Section 409A.


 


(a)                                  Payments and benefits
under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of
1986 and the regulations issued thereunder, as each may be amended from time to
time (“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.


 


(b)                                 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 


 


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any amount that constitutes “deferred compensation” except to the
extent permitted under Section 409A.


 


(c)                                  Notwithstanding
anything to the contrary in this Agreement, 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.


 


(d)                                 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.


 


(e)                                  If
the Employee is required to sign a release of claims in order to receive
Severance and/or Severance Benefits hereunder, such release must be signed
within 60 days following the Employee’s termination date.  Payment of amounts that do not constitute “deferred
compensation” within the meaning of Section 409A shall be made (or shall begin, as the case
may be) immediately upon the expiration of the release’s 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 applicable delay under paragraph (c) of
this Section 14.


 


[signature page follows]


 


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IN WITNESS
WHEREOF, the parties, intending to be legally bound, have executed this
Amendment to Agreement as of the date first set forth above.


 


	
  WITNESS:

  	
  /s/ Shelley S. Rogers

  	
   

  	
  /s/ John W. Casella

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  John W. Casella

  
	
   

  	
   

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
  12/29/2008

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
  /s/ Marilyn Pease

  	
   

  	
  /s/ James P. McManus

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Casella Waste Systems, Inc.

  
	
   

  	
   

  	
   

  	
  By: James P. McManus

  
	
   

  	
   

  	
   

  	
  Its: Chair of the Compensation Committee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
  12/30/2008

  



 


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