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EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of this 17th day of
August, 2006 and effective as of September 1, 2006, by and between Covanta Holding Corporation, a
Delaware corporation (the “Parent Company”), Covanta Energy Corporation, a Delaware corporation
(the “Company”), and Mark A. Pytosh, an individual (the “Executive”).



Background




     The Company is a Delaware corporation engaged in the business of owning and operating
waste-to-energy facilities and independent power generation facilities. The Company and the Parent
Company wish to employ Executive as the Company’s Senior Vice President and Chief Financial Officer
and Executive wishes to be employed by the Company and the Parent Company on the terms and
conditions set forth in this Agreement.



     Executive acknowledges and understands that, during the course of his employment by the
Company and the Parent Company, Executive will become familiar with (as the case may be) certain
confidential information of the Company and Parent Company and their respective subsidiaries and
affiliates (collectively, the “Covanta Group”) which is exceptionally valuable to the Covanta Group
and vital to the success of the Covanta Group’s business. The Parent Company, the Company and
Executive desire to protect such confidential information from disclosure to third parties or use
of such information to the detriment of any member of the Covanta Group.



Agreement




     NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein
and intending to be legally bound hereby, the Company and Executive agree as follows:



     1. Definitions. As used herein, the following terms shall have the meanings set forth
below unless the context otherwise requires:



          “Annual Bonus” shall have the meaning specified in Section 4.2 hereof.




          “Average Bonus” shall mean the average Annual Bonus received by Executive during the
two (2) full Employment Years preceding the date of termination; provided, however, that solely for
purpose of determining amounts payable under Section 6.2 hereunder, the amount of the 2006 Annual
Bonus shall be deemed to be $225,000.




          “Base Compensation” shall mean the sum of Executive’s Base Salary plus Executive’s
Target Bonus for the applicable Employment Year.




          “Base Salary” shall mean the annual rate of compensation set forth in Section 4.1, as
such amount may be adjusted from time to time.




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          “Board” shall mean the Board of Directors of the Parent Company.




          “Business” shall have the meaning specified in Section 8.1 hereof.




          “Cause” shall mean that Executive has:





          (a) been convicted of, or plead nolo contendere to, a felony or crime involving moral
turpitude; or




          (b) committed an act of personal dishonesty or fraud involving personal profit in
connection with Executive’s employment by the Company; or




          (c) committed a material breach of any material covenant, provision, term, condition,
understanding or undertaking set forth in this Agreement, including, without limitation, the
provisions contained in Sections 8.1, 8.2, 8.3 or 8.4 hereof; or




          (d) committed an act which the Board of Directors of the Company has found to have
involved willful misconduct or gross negligence on the part of Executive; or




          (e) failed or refused to substantially perform the lawful duties of his employment in
any material respect; or




          (f) failed to comply with the lawful written rules and policies of the Company in any
material respect;




provided, however, that no termination under clause (c), (d), (e) or (f) above shall be
effective unless Executive shall have first received written notice describing in reasonable
detail the basis for the termination and within fifteen (15) days following delivery of such
notice Executive shall have failed to cure such alleged behavior constituting “cause”;
provided, further, that this notice requirement prior to termination shall be applicable
only if such behavior or breach is capable of being cured.



          “CFO” shall have the meaning specified in Section 2.1 hereof.




          “Change in Control” shall mean the occurrence of any of the following events, each of
which shall be determined independently of the others:




               (a) any “Person” (as defined herein), other than a holder of at least 10% of the outstanding
voting power of the Parent Company as of the date of this Agreement, becomes a “beneficial owner”
(as such term is used in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) of a majority of the stock of either the Company or the Parent
Company entitled to vote in the election of directors of either the Company or the Parent Company.
For purposes of this definition, the term “Person” is used as such term is used Sections 13(d) and
14(d) of the Exchange Act;



               (b) the individuals who are “Continuing Directors” (as hereinafter



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defined) of the Parent
Company cease to constitute a majority of the members of the Board. For purposes of this
definition, “Continuing Directors” shall mean the members of the Board on the date of execution of
this Agreement, provided that any person becoming a member of the Board subsequent to such date
whose election or nomination for election was supported by at least a majority of the directors who
then comprised the Continuing Directors shall be considered to be a Continuing Director;




               (c) the stockholders of the Company or the Parent Company adopt and consummate a plan of
complete or substantial liquidation or an agreement providing for the distribution of all or
substantially all of the assets of the Company or the Parent Company;



               (d) the Company or the Parent Company is a party to a merger, consolidation, other form of
business combination or a sale of all or substantially all of its assets, with an unaffiliated
third party, unless the business of the Company or the Parent Company following consummation of
such merger, consolidation or other business combination is continued following any such
transaction by a resulting entity (which may be, but need not be, the Company or the Parent
Company, as the case may be) and the stockholders of the Company or the Parent Company immediately
prior to such transaction hold, directly or indirectly, at least a majority of the voting power of
the resulting entity; provided, however, that a merger or consolidation effected to implement a
recapitalization of the Company or the Parent Company (or similar transaction) shall not constitute
a Change in Control; or



               (e) there is a Change in Control of the Company or the Parent Company of a nature that is
reported in response to item 5.01 of Current Report on Form 8-K or any similar item, schedule or
form under the Exchange Act, as in effect at the time of the change, whether or not the Company or
the Parent Company, as the case may be, is then subject to such reporting requirements;


provided, however, that for purposes of this Agreement a Change in Control shall not be deemed to
occur if the Person or Persons deemed to have acquired control is or are a holder of at least 10%
of the outstanding voting power of the Parent Company as of the date of this Agreement.




          “Common Stock” shall have the meaning specified in Section 4.5 hereof.




          “Company” shall have the meaning specified in the Background Section hereof.




          “Company 2006 Cash Bonus Program” shall have the meaning specified in Section 4.2
hereof.




          “Compensation Committee” shall have the meaning specified in Section 2.1 hereof.




          “Confidential Information” shall have the meaning specified in Section 8.4
hereof.





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          “Covanta Group” shall have the meaning specified in the Background Section hereof.




          “Customer” shall have the meaning specified in Section 8.3 hereof.




          “Disability” shall mean Executive’s inability, for a period of six (6) consecutive
months, or a cumulative period of one hundred thirty (130) business days out of a period of twelve
(12) consecutive months, to perform the essential duties of Executive’s position, even taking into
account any reasonable accommodation required by law, due to a mental or physical impairment. The
determination of whether Executive is suffering from a Disability shall be made by three (3)
independent physicians, one chosen by a representative of Executive, one chosen by the Company and
one chosen by the physicians chosen by Executive and the Company.




          “Employment Year” shall mean each twelve-month period commencing on January
1st of each applicable year, or part thereof, as the case may be, during which Executive
was or is employed by the Company pursuant to this Agreement or prior to this Agreement.




          “Good Reason” shall mean the resignation of Executive from employment with the Company
following the occurrence of one or more of the events set forth in clauses (a) through (f) below
without the prior written consent of Executive, provided that, in connection with any event or
events specified in clauses (a) through (e) below, (i) Executive delivers written notice to the
Company of his intention to resign from employment due to one or more of such events, which notice
specifies in reasonable detail the circumstances claimed to provide the basis for such resignation,
and (ii) such event or events are not cured by the Company within fifteen (15) days (or such longer
reasonable period of time as is necessary to cure such event so long as the Company is diligently
pursuing such cure) following delivery of such written notice:




               (a) any reduction in Executive’s annual rate of Base Compensation other than a reduction in
connection with a Board-approved redesign of the then current salary or bonus structure that
affects all senior-level executives of the Company similarly;



               (b) any reduction in Executive’s annual rate of Base Compensation that exceeds ten percent
(10%) of Executive’s highest annual Base Compensation for any Employment Year (measuring a change
in the Target Bonus by the change in the dollar amount equivalent represented by the Target Bonus
and not by amounts actually paid);



               (c) any removal by the Company of Executive from his position indicated in Section 2.1 or the
assignment to Executive of duties and responsibilities materially inconsistent and adverse with the
duties indicated in Section 2.1, except in connection with termination of Executive’s employment
for Cause or Disability;



               (d) a relocation of Executive’s principal business location to a location
that is fifty (50) miles or more from the Company’s current principal business office located
at



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40 Lane Road, Fairfield, New Jersey;




               (e) the Company’s or the Parent Company’s failure to comply with any of the material terms of
this Agreement; or



               (f) the occurrence of a Change in Control pursuant to which the Company, the Parent Company or
any successor company, as the case may be, does not agree, as of the date of such Change in
Control, to assume this Agreement if the remainder of the Term of Employment is at least three (3)
years or to renew this Agreement with Executive for at least three (3) years.



          “Options” shall have the meaning specified in Section 4.5 hereof.




          “Parent Company” have the meaning specified in the Background Section hereof.




          “Performance Vesting Restricted Stock” shall have the meaning specified in Section
4.6(b) hereof.




          “Post-Employment Period” shall be eighteen (18) months.




          “Pro Rata Bonus” shall mean an amount equal to the product of the following: (i) the
quotient obtained by dividing (x) the number of full calendar months Executive has been employed by
the Company for the then current Employment Year, by (y) twelve (12); and (ii) that amount of the
Annual Bonus that Executive would have been entitled to receive had he remained employed by the
Company for the entire applicable Employment Year.




          “Proceeding” shall have the meaning specified in Section 10.1 hereof.




          “Restricted Period” shall have the following meaning:




               (a) if Executive’s employment is terminated for any reason prior to the expiration of the Term
of Employment, the term shall mean the period commencing on the date hereof and continuing for a
period of time after the termination of employment with the Company for any reason equal to the
Post-Employment Period, and with respect to Section 8.1 hereof only, less three (3) months;



               (b) if Executive’s employment is continued after the expiration of this Agreement on an
at-will basis as provided in Section 3 hereof, the term shall mean the period commencing on the
date of expiration of this Agreement and continuing only during the period of Executive’s at-will
employment by the Company, and not thereafter.



          “Restricted Stock” shall have the meaning specified in Section 4.6 hereof.




          “subsidiary” shall mean any corporation in which the Company owns directly or
indirectly fifty percent (50%) or more of the Voting Stock or fifty percent (50%) or more of the




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equity; or any other venture in which it owns either fifty percent (50%) or more of the voting
rights or fifty percent (50%) or more of the equity.




          “Target Bonus” shall have the meaning specified in Section 4.2 hereof.




          “Term of Employment” shall have the meaning specified in Section 3 hereof.




          “Time Vesting Restricted Stock” shall have the meaning specified in Section 4.6(a)
hereof.




          “Without Cause” shall mean the termination by the Company of Executive’s employment
for any reason other than as a result of Cause; provided, however, that to the extent requested by
the Company, Executive shall remain in the active employment of the Company until the date of
termination specified by the Company; provided, further, that such date of termination shall be no
later than sixty (60) days after the delivery by the Company of written notice of termination to
Executive.




     2. Employment and Duties.



          2.1 Employment. Each of the Parent Company and the Company hereby employs Executive
and Executive hereby accepts appointment or election as Senior Vice President and Chief Financial
Officer (“CFO”) of the Parent Company and the Company. Executive shall be responsible for all
lawful duties and entitled to all authority customarily assigned to the position of CFO, as well as
those lawful duties specified by the Chief Executive Officer or such other senior officer or
officers of the Company as designated by the Board. Executive shall render such services as are
necessary and desirable to protect and advance the best interests of the Parent Company and the
Company, acting, in all instances, under the supervision of and in accordance with the lawful
policies set by the Chief Executive Officer or such other senior officer or officers of the Company
as designated by the Board. So long as Executive shall remain an employee of the Parent Company
and the Company, Executive’s entire working time, energy, skill and best efforts shall be devoted
to the performance of Executive’s duties hereunder in a manner which will faithfully and diligently
further the business and interests of the Parent Company and the Company; provided, however, that
Executive may serve on up to three (3) corporate, civic and charitable boards with the consent of
the compensation committee of the Parent Company, which serves as the Company’s compensation
committee (such committee, the “Compensation Committee”), and deliver lectures, fulfill speaking
engagements or teach at educational institutions; provided, further, that such service does not
conflict with or detract from the performance of his duties. Nothing in this Section 2.1 shall be
deemed to limit Executive’s management of his personal passive investments.




          2.2 Location. The Company’s current business office located at 40 Lane Road,
Fairfield, New Jersey shall be Executive’s primary office; provided, however, that Executive
acknowledges and agrees that Executive may be required, in connection with the performance of his
duties to the Company hereunder, to work from time to time at other locations reasonably and
customarily required in connection with the business of the Company.




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     3. Term. Executive shall be employed by the Company for the period commencing on the
effective date hereof and ending on October 5, 2009, unless sooner terminated as hereinafter
provided (the “Term of Employment”). Upon expiration of the Term of Employment, unless Executive’s
employment is sooner terminated as provided herein, Executive’s employment shall be automatically
renewed on an at-will basis and, except as specifically provided herein, this Agreement and each of
the parties’ respective obligations hereunder shall terminate.



     4. Compensation and Benefits.



          4.1 Base Salary. For all of the services rendered by Executive to the Company,
Executive shall receive a base salary at the gross annual rate (without regard to authorized or
legally required deductions and withholdings) of Three Hundred Seventy Five Thousand Dollars
($375,000) (as adjusted from time to time, the “Base Salary”), payable in installments in
accordance with the Company’s regular payroll practices in effect from time to time.




          4.2 Annual Bonus. In addition to the Base Salary, Executive shall be eligible to
receive an annual cash bonus from the Company (the “Annual Bonus”). For calendar year 2006, the
Annual Bonus payable to Executive shall be based on the Company’s 2006 Cash Bonus Program approved
by the Compensation Committee (the “Company 2006 Cash Bonus Program”) and shall be targeted at a
rate of sixty percent (60%) of Executive’s Base Salary (the “Target Bonus”), pro-rated for the
period of employment of Executive during calendar year 2006. Thereafter, the Annual Bonus payable
to Executive shall be based on the annual cash bonus program approved by the Board or the
Compensation Committee thereof; provided, however, that Executive’s annual Target Bonus shall
continue to be at least sixty percent (60%) of Executive’s Base Salary for each subsequent
Employment Year unless Executive receives written notice from the Board or the Compensation
Committee thereof no later than March 1st of any applicable Employment Year that the
Board or the Compensation Committee thereof has decided to reduce the Target Bonus.




          4.3 Review of Base Compensation. The Base Compensation shall be reviewed annually by
the Board or the Compensation Committee thereof and, unless otherwise set forth herein, may be
increased or decreased as the Board or the Compensation Committee thereof shall determine from time
to time.




          4.4 Incentive Compensation Programs. In addition to the foregoing provisions of this
Section 4, Executive shall be eligible to participate in other applicable Company incentive
compensation plans and programs (including, without limitation, any cash bonus, equity incentive,
restricted stock and stock option plans and programs) on the same terms as apply generally to the
Company’s other senior-level executives from time to time.




          4.5 Issuance of Options to Purchase Parent Company Common Stock. Parent Company shall
grant to Executive as of the effective date of this Agreement, options (the
“Options”) to purchase an aggregate of 50,000 shares of common stock, par value $0.10 per




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share of Parent Company (“Common Stock”) at an exercise price equal to the fair market value per
share of the Common Stock on the date of such grant (such fair market value being the average of
the high and low price on the trading date immediately prior to the date of the grant on the New
York Stock Exchange). The Options shall be restricted and non-transferable, as set forth in the
Stock Option Agreement, in the form attached hereto as Exhibit A, and shall vest in accordance with
the schedule set forth below. The term of the Options shall be for a period of ten (10) years
following the date of the grant of the Options hereunder, and the Options shall be subject to such
other terms and conditions not inconsistent with the terms of this Agreement as are set forth in
the Stock Option Agreement to be executed by the Parent Company and Executive and as determined by
the Compensation Committee. To the extent permitted by applicable law, the Options shall be
incentive stock options in each year and, with respect to any Options that are vested, shall be
exercisable for the applicable periods set forth in the Stock Option Agreement. Executive shall
not be entitled to any rights with respect to the Common Stock underlying the Options, including
the right to vote or receive dividends or distributions with respect to any of the Common Stock
underlying the Options, until such Options (or any portion thereof) have been exercised. To the
extent that Executive is employed by the Company as of each of the respective dates set forth below
and in recognition of Executive’s employment by the Company prior to the execution of this
Agreement, the Options shall vest as follows:




          (a) 25,000 Options as of the close of business on February 28, 2007; and




          (b) 25,000 Options as of the close of business on February 28, 2008.




          4.6 Grants of Restricted Stock of Parent Company. Executive shall receive an initial
grant of twenty thousand (20,000) shares of Common Stock (“Restricted Stock”) as of the effective
date of this Agreement. Thereafter, Executive shall be eligible to receive future annual grants
pursuant to the Parent Company’s Long-Term Incentive Plan, adopted by the Compensation Committee
and as determined by the Compensation Committee. The Restricted Stock shall be restricted and
non-transferable, as set forth in the Restricted Stock Agreement, in substantially the form
attached hereto as Exhibit B, and shall vest in accordance with the schedule set forth below.
Executive shall be entitled only to such rights with respect to the Restricted Stock, such as the
right to vote or receive dividends or distributions with respect to any shares of the Restricted
Stock, as are set forth in the Restricted Stock Agreement. The restrictions upon the Restricted
Stock shall lapse and Executive shall acquire “ownership” of the Restricted Stock in accordance
with the following schedule:




               (a) Restricted Stock Time Vesting. Thirty four percent (34%)of the shares of
Restricted Stock awarded hereunder, consisting of 6,800 shares of Restricted Stock (the “Time
Vesting Restricted Stock”), shall vest as of the dates and in the amounts set forth below provided
that Executive is employed on such date by the Company or its affiliates or Subsidiaries:




          (i) 2,266 shares and representing one-third of the Time Vesting Restricted
Stock, shall vest on March 17, 2007;




          (ii) 2,267 shares and representing one-third of the Time



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Vesting Restricted
Stock, shall vest on March 17, 2008; and




          (iii) 2,267 shares and representing one-third of the Time Vesting Restricted
Stock, shall vest on March 17, 2009.



               (b) Restricted Stock Performance Vesting. Sixty-six percent (66%) of the shares of
Restricted Stock awarded hereunder, consisting of 13,200 shares (“Performance Vesting Restricted
Stock”), shall vest as of the dates and in the amounts set forth below:




               A. First Tranche Amount. The “First Tranche Amount” consisting of 4,400 shares
and representing one-third of the Performance Vesting Restricted Stock shall vest on March
17, 2007, (i) with (x) 50% of the First Tranche Amount vesting pursuant to the satisfaction
of the applicable performance based metric of net cash provided by operating activities less
maintenance and capital expenditures of Covanta as set forth in the 2006 Long-Term Incentive
Plan Guidelines and (y) 50% of the First Tranche Amount vesting pursuant to the satisfaction
of the applicable performance based metrics of adjusted earnings before interest, taxes,
depreciation and amortization of Covanta as set forth in the 2006 Long-Term Incentive Plan
Guidelines or (ii) pursuant to the satisfaction of such other applicable performance
criteria and schedule determined by the Board or the Compensation Committee;




               B. Second Tranche Amount. The “Second Tranche Amount” consisting of 4,400
shares and representing one-third of the Performance Vesting Restricted Stock, shall vest on
March 17, 2008 pursuant to the satisfaction of the applicable performance criteria and
schedule determined by the Board or Compensation Committee; provided, however, that if the
Board or Compensation Committee does not establish new criteria, then the performance
criteria and schedule for awarding bonuses under the Covanta 2006 Cash Bonus Plan shall
apply; and




               C. Third Tranche Amount. The “Third Tranche Amount” consisting of 4,400 shares
and representing one-third of the Performance Vesting Restricted Stock, shall vest on March
17, 2009 pursuant to the satisfaction of the applicable performance criteria and schedule
determined by the Board or Compensation Committee; provided, however, that if the Board or
Compensation Committee does not establish new criteria, then the performance criteria and
schedule for awarding bonuses under the Covanta 2006 or 2007 Cash Bonus Plan, as the case
may be, shall apply.




          D. Forfeiture of Unearned Restricted Stock. In the event that any shares of
Performance Vesting Restricted Stock do not vest pursuant to any of Subsection A, B or C of
this Section 4.6(b), then such Performance Vesting Restricted Stock shall be forfeited and
cancelled as of such date.



          4.7 Acceleration of Option and Restricted Stock Vesting. Notwithstanding anything to
the contrary in the Stock Option Agreement or the Restricted Stock Agreement, in the event of
either (i) a Change in Control prior to the termination or expiration of this
Agreement pursuant to which the Company, the Parent Company or any successor company does




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not
agree, as of the date of such Change in Control, to assume this Agreement if the remainder of the
Term of Employment is at least three (3) years or to renew this Agreement with Executive for at
least three (3) years, or (ii) the Company or the Parent Company consummates a transaction which
constitutes a “Rule 13e-3 transaction” (as such term is defined in Rule 13e-3 of the Exchange Act)
prior to the termination or expiration of this Agreement, then effective coincident with the
consummation of such Change in Control or Rule 13e-3 transaction, all unvested options, shares of
restricted stock or other equity awards (including, without limitation, all unvested Options and
shares of Restricted Stock) then held by Executive shall immediately vest and be exercisable by
Executive notwithstanding the vesting schedules set forth in Sections 4.5 and 4.6 hereof or in any
applicable award grant agreement; provided, however, that notwithstanding the foregoing, in
connection with the consummation of such Change in Control or Rule 13e-3 transaction, all such
unvested options, shares of restricted stock or other equity awards (including, without limitation,
all unvested Options and shares of Restricted Stock) then held by Executive shall be deemed to vest
and become exercisable at such time in order to permit Executive to participate in such
transaction.




          4.8 Restrictions upon Transfer of Options and Restricted Stock. Executive shall not
sell, transfer, exchange, convey, pledge or otherwise encumber, whether voluntarily or
involuntarily, any of the Options or Restricted Stock, except as specifically permitted by this
Agreement, the Stock Option Agreement or the Restricted Stock Agreement.




          4.9 Equitable Adjustment of Options and Restricted Stock. In the event of any
subdivision, consolidation or exchange of Common Stock, whether through merger, consolidation,
stock exchange, reorganization, recapitalization, stock split, reverse stock split, stock
distribution or combination of stock or the payment of a stock dividend by the Parent Company, then
the number of shares of Restricted Stock and the number of shares of Common Stock issuable upon
exercise of the Options and the exercise price with respect thereto shall be equitably adjusted to
reflect the effect of any such subdivision, consolidation or exchange of Common Stock, whether
through merger, consolidation, stock exchange, reorganization, recapitalization, stock split,
reverse stock split, stock distribution or combination of stock or the payment of a stock dividend.




          4.10 Return and/or Forfeiture of Performance-Based Payments or Awards.
Notwithstanding any other provision in this Agreement or in the Stock Option Agreement or
Restricted Stock Agreement, in the event that pursuant to the terms or requirements of the
Sarbanes-Oxley Act of 2002 or of any applicable laws, rules or regulations promulgated by the
Securities and Exchange Commission or any listing requirements of any stock exchange or stock
market on which any securities of the Company or the Parent Company trade, from time to time, and
in the event any bonus payment, stock award or other payment is based upon the satisfaction of
financial performance metrics which are subsequently reversed due to a restatement or
reclassification of financial results of the Company or the Parent Company, then any payments made
or awards granted shall be returned and forfeited to the extent required and as provided by
applicable laws, rules, regulations or listing requirements. This Section 4.10 shall survive any
expiration or termination of this Agreement for any reason.




     5. Employee Benefits. As an inducement to Executive to continue employment



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hereunder,
and in consideration of Executive’s covenants under this Agreement, Executive shall be entitled to
the benefits set forth below for so long as Executive’s employment with the Company continues:




          5.1 the Company will reimburse Executive for all reasonable and necessary out-of-pocket
expenses for travel, lodging, meals, entertainment or any other similar expenses incurred by
Executive in connection with the performance of Executive’s duties hereunder upon receipt of
documentation therefor in accordance with the Company’s regular reimbursement procedures and
practices in effect from time to time.




          5.2 Executive will be eligible to participate in applicable Company benefit plans, programs
and arrangements (including, without limitation, pension, profit sharing, 401(k) plans, and medical
and life insurance programs) on the same terms as apply generally to other senior-level executives
of the Company from time to time.




          5.3 Executive shall be entitled to vacation in accordance with the Company’s generally
applicable policies relating to vacations.




     6. Termination.



          6.1 Termination for Any Reason. If, during the Term of Employment, Executive’s
employment terminates for any reason, Executive (or his estate in the event of Executive’s death)
shall be entitled to receive a lump sum cash payment equal to the sum of the following: (i) accrued
but unpaid Base Salary, if any, accrued up to and including the date Executive’s employment was
terminated, (ii) any Annual Bonus, if any, earned but unpaid for any year preceding the then
current Employment Year, (iii) unreimbursed business expenses, and (iv) the cash equivalent of any
vested benefits as of the date of such termination under any benefit plans maintained, or
contributed to, by the Company, or any disability benefits program sponsored by the Company, to the
extent permitted by, and in accordance with, the terms and conditions of each such plan or program,
and any benefit required by COBRA.




          6.2 Termination Without Cause, For Good Reason, Death or Disability. In addition to
the provisions of Section 6.1, above, if, during the Term of Employment, Executive’s employment is
terminated by the Company Without Cause, by Executive for Good Reason or as a result of Executive’s
death or Disability, Executive (or his estate in the event of Executive’s death) shall be entitled
to the following: (i) an amount equal to the product of (x) Executive’s then current annual Base
Salary plus Executive’s Average Bonus, and (y) the number of years in the Post-Employment Period,
to be paid to Executive as provided in Section 6.3 hereof; (ii) an amount equal to the Pro Rata
Bonus, to be paid to Executive at the time that cash bonuses are paid to other senior-level
executives of the Company for such Employment Year; and (iii) the continuation of medical, dental
and life insurance coverage (at the rates and on the coverage terms available to other senior-level
executives) for the duration of the Post-Employment Period.




          6.3 Terms of Payments. The amounts due to Executive pursuant to Section
6.2(i) hereof shall be paid by the Company as follows:





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               (a) fifty percent (50%) of the aggregate amount due to Executive shall be paid to Executive on
the effective date of termination of Executive’s employment with the Company; and



               (b) fifty percent (50%) of the aggregate amount due to Executive shall be paid pro rata on a
monthly basis to Executive over the duration of the Post-Employment Period;


provided, however, that all payments and continuation of benefits provided to Executive pursuant to
this Section 6 shall be contingent upon Executive’s execution and delivery of a general release and
waiver, substantially in the form provided on Exhibit C attached hereto; and provided, further,
that notwithstanding any of the foregoing terms, in the event, and at the moment, that Executive
violates any of his duties or obligations set forth in Sections 8.1, 8.2, 8.3 or 8.4 of this
Agreement that continue after the termination of his employment, the terms of Sections 6.2(ii),
6.2(iii) and 6.3(b) will be of no force or effect and the Company’s obligations under those
subsections to make severance payments or provide continued employee benefits will immediately
cease.




          6.4 Treatment of Options and Restricted Stock. Upon termination of Executive’s
employment with the Company pursuant to Section 6.2 hereof, Executive shall forfeit all rights and
interests to any unvested options, unvested shares of restricted stock or other unvested equity
awards (including, without limitation, all unvested Options and shares of Restricted Stock), then
held by Executive, except for any options, shares of restricted stock, or other awards that would
otherwise vest within three (3) months of the date of termination.




          6.5 Outplacement Services. Upon the termination of Executive’s employment with the
Company for any reason, the Company shall provide Executive with outplacement services customary
for senior executives and consistent with the Company’s past practice in an amount not to exceed
Thirty Thousand Dollars ($30,000).




     7. Company Property. All advertising, sales, manufacturers’ and other materials or
articles or information, including, without limitation, data processing reports, computer programs,
software, Customer information and records, business records, price lists or information, samples,
or any other materials or data of any kind furnished to Executive by the Company are and shall
remain the sole property of the Company, including in each case all copies thereof in any medium,
including computer tapes and other forms of information storage. If the Company requests the
return of such materials (whether or not containing confidential information) at any time during or
at or after the termination of Executive’s employment, Executive shall promptly deliver such
materials and all copies of such materials to the Company.



     8. Noncompetition; Nonsolicitation; Confidential Information, etc. Executive hereby
acknowledges that, during and solely as a result of Executive’s employment by the Company,
Executive will receive special training and education with respect to the operations of
the Company’s business and other related matters, and access to confidential information and



12









 




business and professional contacts. In consideration of such special and unique opportunities
afforded by the Company to Executive as a result of Executive’s employment, Executive hereby agrees
to be bound by and acknowledges the reasonableness of the following covenants, which are
specifically relied upon by the Company and the Parent Company in entering into this Agreement.
Executive acknowledges and agrees that each of the individual provisions of this Section 8
constitutes a separate and distinct obligation of Executive to the Company and the Parent Company,
individually enforceable against Executive.




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




          8.2 Covenant Not to Solicit Employees. During the Restricted Period or for a period
of six (6) months following the expiration of this Agreement, Executive agrees and covenants that
he shall not, for any reason, directly or indirectly, employ, solicit or endeavor to entice away
from the Covanta Group (whether for Executive’s own benefit or on behalf of another person or
entity), or facilitate the solicitation, employment or enticement of, any employee of the Covanta
Group to work for Executive, any affiliate of Executive or any competitor of the Covanta Group, nor
shall Executive otherwise attempt to interfere (to the Parent Company’s or the Company’s
detriment) in the relationship between the Parent Company, the Company or any of their respective
subsidiaries and any such employees.




          8.3 Covenant Not to Solicit Customers. During the Restricted Period or for a period
of eighteen (18) months following the expiration of this Agreement, Executive agrees and covenants
that he shall not, directly or indirectly, in any form or manner, contact, solicit, or facilitate
the contacting or solicitation of, any Customer of the Covanta Group for the purpose of competing
with the Business. For purposes of this Agreement, the term “Customer” shall mean and refer to
each person, entity, municipality or other governmental entity that has a contract
with or is actively being solicited by the Covanta Group to deliver waste, receive services or




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purchase energy during the period of Executive’s employment hereunder.




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




          8.5 Return of Property. Upon termination of this Agreement for any reason, Executive
shall promptly deliver to the Company all correspondence, drawings, blueprints, manuals, letters,
notes, notebooks, reports, programs, plans, proposals, financial documents or any other documents,
including all copies in any form or media, concerning the Company’s Customers, marketing
strategies, products or processes which contain any Confidential Information.




          8.6 Assignment of Inventions. Any and all writings, inventions, improvements,
processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or
developed by Executive, either solely or jointly with any other person or persons, whether or not
during working hours and whether or not at the request or upon the suggestion of the Company, which
relate to or are useful in connection with any business now or hereafter carried on or contemplated
by the Company, including developments or expansions of its present fields of operations, shall be
the sole and exclusive property of the Company.
Executive shall make full disclosure to the Company of all such writings, inventions,

14









 








improvements,
processes, procedures, techniques, or any other material of a proprietary nature, including,
without limitation, any ideas, inventions, discoveries, improvements, developments, designs,
methods, systems, computer programs, trade secrets or other intellectual property whether or not
patentable or copyrightable and specifically including, but not limited to, copyright and mask
works, formulae, compositions, products, processes, apparatus, and new uses of existing materials
or machines (collectively, “Inventions”), made, conceived or first reduced to practice by Executive
solely or jointly with others while employed by the Company or its affiliates and which relate to
or result from the actual or anticipated business, work, research or investigation of the Company
or any of its affiliates or which are suggested by or result from any task assigned to or performed
by Executive for the Company or any of its affiliates; and Executive shall do everything necessary
or desirable to vest the absolute title thereto in the Company. Executive shall write and prepare
all descriptions, specifications and procedures regarding the Inventions as may be required by the
Company to protect the Company’s rights in and to the Inventions, and otherwise aid and assist the
Company so that the Company can prepare and present applications for copyright or letters patent
therefor and can secure such copyright or letters patent wherever possible, as well as reissues,
renewals, and extensions thereof, and can obtain the record title to such copyright or patents so
that the Company shall be the sole and absolute owner thereof in all countries in which it may
desire to have copyright or patent protection. Executive will, at the Company’s request, execute
any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the
Company. The Company’s rights hereunder shall not be limited to this country but shall extend to
any country in the world and shall attach to each Invention notwithstanding that it is perfected,
improved, reduced to specific form or used after termination Executive’s employment. Executive
agrees to lend such assistance as he may be able, at the Company’s request without charge in
connection with any proceedings relating to such letters of patent, trade secrets, copyright or
application thereof, as may be determined by the Company to be reasonably necessary. Executive
shall not be entitled to any additional or special compensation or reimbursement regarding any and
all such writings, inventions, improvements, processes, procedures and techniques.




          8.7 Equitable Remedies. In the event that Executive breaches any of the terms or
conditions set forth in this Section 8, Executive stipulates that such breach will result in
immediate and irreparable harm to the business and goodwill of the Parent Company and/or the
Company and that damages, if any, and remedies at law for such breach would be inadequate. The
Parent Company and/or the Company shall therefore be entitled to apply for and receive from any
court of competent jurisdiction an injunction to restrain any violation of this Agreement and such
further relief as the court may deem just and proper. Following judgment or other final
determination by such court, the non-prevailing party in such proceeding shall pay the costs and
expenses (including court costs and reasonable attorneys’ fees) of the prevailing party.




          8.8 Continuing Obligation. Upon termination of this Agreement for any reason during
the Term of Employment, or upon expiration of this Agreement pursuant to Section 3 hereof, the
obligations, duties and liabilities of Executive pursuant to Sections 4.10, 8.1, 8.2, 8.3, 8.4, 8.5
and 8.9 of this Agreement are continuing, and for the periods set forth in such provisions hereof
are absolute and unconditional, and shall survive and remain in full force
and effect as provided in each such Section. Notwithstanding anything else contained in this

15









 








Agreement to the contrary, the parties hereto agree that in the event Executive breaches any of the
terms contained in Sections 8.1, 8.2, 8.3 and 8.4 of this Agreement, the obligation of the Company
to pay any Base Salary or Annual Bonus under this Agreement (or pursuant to any severance payment
set forth in Section 6 of this Agreement) shall terminate as of the date of such breach by
Executive.




          8.9 Post-Termination Violations of this Agreement. In the event, and at the moment,
that Executive violates any of his duties or obligations set forth in (i) Sections 8.1, 8.2, 8.3 or
8.4 of this Agreement that continue after any termination that occurs during the Term of Employment
for any reason, or (ii) Sections 8.2, 8.3 or 8.4 of this Agreement that continue after any
termination that occurs after the expiration of the Term of Employment, and notwithstanding any
other provision in this Agreement, the Stock Option Agreement or the Restricted Stock Agreement to
the contrary, (x) Executive shall immediately forfeit any right to exercise any unexercised Options
that previously vested pursuant to the terms of this Agreement or the Stock Option Agreement, and
(y) any unvested options, shares of restricted stock or other equity awards (including any unvested
Options or shares of Restricted Stock) will immediately be cancelled and forfeited.




     9. Prior Agreements; Conflicts of Interest. Executive hereby represents and warrants
that, in entering into this Agreement, he is not in violation of any contract or agreement, whether
written or oral, with any other person, firm, partnership, company or other entity to which he is a
party or by which he is bound and will not violate or interfere with the rights of any other
person, firm, partnership, company or other entity. In the event that such a violation or
interference does occur, or is alleged to occur, notwithstanding the representation and warranty
made hereunder, Executive shall indemnify the Parent Company and the Company from and against any
and all manner of expenses and liabilities incurred by the Parent Company, the Company or any of
their affiliates in connection with such violation or interference or alleged violation or
interference.



     10. Indemnification.



          10.1 The Company shall indemnify Executive to the fullest extent provided by applicable law
against all costs, expenses, liabilities and losses (including, without limitation, attorneys’
fees, judgments, fines, penalties, ERISA excise taxes, penalties and amounts paid in settlement)
reasonably incurred by Executive in connection with any proceeding brought against Executive
related to Executive’s employment with the Company (each, a “Proceeding”).




          10.2 The Company shall advance to Executive all reasonable costs and expenses incurred in
connection with any Proceeding within twenty (20) days after receipt by the Company of a written
request for such advance. Such request shall include an itemized list of the costs and expenses
and an undertaking by Executive to repay the amount of such advance if ultimately it shall be
determined that he is not entitled to be indemnified against such costs and expenses.




          10.3 Executive shall be entitled to indemnification under this Section 10 if
Executive meets the standard of conduct specified under applicable law unless non-entitlement is




16









 







determined by a court of competent jurisdiction. If Executive in fact meets the applicable
standard of conduct, he shall be entitled to such indemnification whether or not the Company
(whether by the Board, the stockholders, independent legal counsel or other party) determines that
indemnification is proper because he has met such applicable standard of conduct. Neither the
failure of the Company to have made such a determination nor a determination by the Company that
Executive has not met such applicable standard of conduct, shall create a presumption in any
litigation, arbitration or other proceeding commenced against Executive that Executive has not met
the applicable standard of conduct.




          10.4 The Company shall not settle any Proceeding or claim in any manner which would impose on
Executive any penalty or limitation without Executive’s prior written consent. Neither the Company
nor Executive will withhold consent to any proposed settlement unreasonably.




     11. Miscellaneous.



          11.1 Joint and Several Liability. The Company and the Parent Company each agree to be
jointly and severally liable for the performance (payment or otherwise) of all obligations of the
Company and the Parent Company under this Agreement.




          11.2 Binding Nature of Agreement. This Agreement shall be binding upon the Company
and the Parent Company and shall inure to the benefit of each such party and their successors and
assigns, including any transferee of the business operation, as a going concern, in which Executive
is employed and shall be binding upon Executive, Executive’s heirs and personal representatives.
None of the rights or obligations of Executive hereunder may be assigned or delegated, except that
in the event of Executive’s death or Disability, any rights of Executive hereunder shall be
transferred to Executive’s estate or personal representative, as the case may be. Any entity into
which the Company or the Parent Company is merged, or with which the Company or the Parent Company
is consolidated, or which acquires the business of the Company or the Parent Company or the
business unit in which Executive is to be principally employed, shall be deemed to be a successor
of the Company or the Parent Company for purposes hereof.




          11.3 Entire Agreement. This Agreement contains the entire understanding among the
parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and
understandings, inducements or conditions, express or implied, oral or written, except as expressly
herein contained. The express terms hereof control and supersede any course of performance or
usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified
or amended other than by an agreement in writing. Notwithstanding the foregoing, nothing herein
shall limit the application of any generally applicable Company policy, practice, plan or the terms
of any manual or handbook applicable to the Company’s employees generally.




          11.4 Notices. All notices, requests, consents, and other communications required or
permitted to be given under this Agreement shall be in writing and shall be deemed
to have been duly given if delivered personally, or mailed first-class, postage prepaid, by




17









 







registered or certified mail (notices sent by mail shall be deemed to have been given on the date
sent), or by confirmed facsimile transmission with a hard copy deposited in first class mail the
same day or the following day, as follows (or to such other address as either party shall designate
by notice in writing to the other):



If to the Company, or the Parent Company:



Covanta Energy Corporation

40 Lane Road

Fairfield, NJ 07004

Attn: President and CEO

Telephone Number: (973) 882-9000

Facsimile Number: (973) 882-7076



With a copy to:



Covanta Energy Corporation

40 Lane Road

Fairfield, NJ 07004

Attn: General Counsel

Telephone Number: (973) 882-9000

Facsimile Number: (973) 882-7357



And to:



David S. Stone, Esq.

Neal, Gerber & Eisenberg LLP

2 North LaSalle Street

Suite 2200

Chicago, IL 60602

Telephone Number: (312) 269-8411

Facsimile Number: (312) 269-1747



If to Executive:



Mark A. Pytosh

291 Seventh Avenue

Penthouse

New York, NY 10001

Telephone Number: (212) 352-1214

Facsimile Number: (212) 352-0105



With a copy to:



Patricia Geoghegan, Esq.




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Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Telephone Number: (212) 474-1584

Facsimile Number: (212) 474-3700




          11.5 Governing Law. This Agreement shall be governed by and construed and in
accordance with the internal laws of the State of Delaware without regard to conflicts of laws
provisions thereof.




          11.6 Headings. The article and section headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or interpretation of this
Agreement.




          11.7 Amendment. This Agreement may be amended, modified, superseded, canceled,
renewed, or extended and the terms or covenants of this Agreement may be waived, only by a written
instrument executed by all of the parties hereto, or in the case of a waiver, by the party waiving
compliance.




          11.8 Waiver. The failure of either party at any time or times to require performance
of any provision of this Agreement 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 any one 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 contained in this Agreement.




          11.9 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original and all of which taken together shall constitute one and the
same instrument.




          11.10 Severability. If any phrase, clause or provision of this Agreement is declared
invalid or unenforceable by a court of competent jurisdiction, such phrase, clause or provision
shall be deemed severed from this Agreement, but will not affect any other provisions of this
Agreement, which shall otherwise remain in full force and effect. If any restriction or limitation
in this Agreement is deemed to be unreasonable, onerous and unduly restrictive by a court of
competent jurisdiction, it shall not be stricken in its entirety and held totally void and
unenforceable, but shall remain effective to the maximum extent permitted by such court.




[signature page follows]




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     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	Covanta Energy Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony J. Orlando	 	 
	 

	 	 	 	 

Anthony J. Orlando, President and CEO
	 	 
	 
	 	 	 	 	 	 
	 	 	PARENT COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	Covanta Holding Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony J. Orlando	 	 
	 

	 	 	 	 

Anthony J. Orlando, President and CEO
	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Mark A. Pytosh	 	 
	 	 	 	 	 
	 	 	Mark A. Pytosh, Individually	 	 






20