**EXHIBIT 10.11.1**

 

**FIRST AMENDMENT TO**

**AMENDED AND RESTATED EXECUTIVE EMPLOYMENT ANDNON-COMPETITION AGREEMENT**

 

THIS FIRST AMENDMENT TOAMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “FirstAmendment”), dated as of March 3, 2008, is entered into by and betweenEnergy*Solutions*, LLC, a Utah limited liabilitycompany (the “Company”), ENV Holdings LLC (“ENV Holdings”), and **JEAN I. “CHIP” EVEREST II** (the “Executive”).  This First Amendment amends that certainAmended and Restated Executive Employment and Non-competition Agreement betweenthe Company and the Executive dated January 9, 2007 (the “Agreement”), asfollows:

 

1.                                     Section 4(a) of the Agreementis hereby deleted in its entirety and the following is substituted in placethereof:

 

(a)                                 Salary.  Inconsideration of the services rendered by the Executive under this Agreement,the Company shall pay the Executive a base salary (the “Base Salary”) atthe rate of $300,000 per calendar year. The Base Salary shall be paid in such installments and at such times asthe Company pays its regularly salaried executives and shall be subject to allnecessary withholding taxes, FICA contributions and similar deductions, as wellas set-off against any amounts Executive owes the Company or its affiliates. Inaddition, if the Company at any time increases the salaries or hourly wages ofother employees of the Company generally by a percentage equally applied toreflect a “cost-of-living increase”, the Base Salary shall be increased by thesame percentage cost-of-living increase at the time and in the same manner itis given to other employees of the Company.

 

2.                                    The second paragraph of Section 4(b) ofthe Agreement is hereby deleted in its entirety and the following issubstituted in place thereof:

 

For purposes ofthis Agreement, (i) “EBITDA” shall mean the earnings of the Companyand its consolidated subsidiaries before interest, taxes, depreciation,accretion and amortization, calculated in accordance with generally acceptedaccounting principles; (ii) “Actual EBITDA” shall mean, for anyfiscal year of the Company, the EBITDA of the Company and its consolidatedsubsidiaries for such fiscal year as reflected on the Company’s financialstatements for such fiscal year; and (iii) “Budgeted EBITDA” shallmean, for any fiscal year of the Company, the EBITDA for the Company and itsconsolidated subsidiaries for such fiscal year set forth in the budget for suchfiscal year adopted by the Board.

 

3.                                    Section 4(f) of the Agreementis hereby deleted in its entirety.

 

4.                                    Schedule 1 to the Agreement is herebydeleted in its entirety and the Schedule 1 attached hereto and by thisreference incorporated herein is substituted in place thereof.

 

5.                                    The parties hereby ratify and confirm allterms and conditions set forth in the Agreement that are not expressly modifiedby this First Amendment. This First Amendment and the Agreement shall beconsidered, for all intents and purposes, as one agreement.  In the event of any conflict between theterms and provisions of this First Amendment and the terms and provisions ofthe Agreement, the terms and provisions of this First Amendment shall, in allinstances, prevail.

 

IN WITNESS WHEREOF, theparties hereto have duly executed this First Amendment as of the day and yearfirst above written.

 
| ENERGY*SOLUTIONS*, LLC.             |                                    | ENV HOLDINGS LLC |
|-------------------------------------|-----------------------------------------|------------------|
|                                |                                    |             |   |   |
| By                                  | /s/ R Steve Creamer                     |             | By | /s/ R Steve Creamer |
|                                | R Steve Creamer                         |             |   | R Steve Creamer |
|                                | Chief Executive Officer                 |             |   | Manager |
|                                |                                    |             |   |   |
|                                |                                    |             |   |   |
|                                | /s/ Jean I. “Chip” Everest II |             |   |   |
| Jean I. “Chip”Everest  II |                                    |             |   |

 

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**Schedule1**

 

Target Bonus

 
| ** **                                   | ** ** | **Percentage that Actual EBITDA for a fiscal year  represents of Budgeted EBITDA for such fiscal year** | ** ** |
|----------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                   | ** ** | ** **                                                                                                                                                                    | ** ** | ** ** | ** ** | ** ** | ** ** |
|                                         |       | 90                                                                                                                                                                            | %          | 100 | % | 110 | % |
|                                         |       |                                                                                                                                                                          |       |   |   |   |   |
| Percentage of Base Salary payable as a Bonus |       | 25                                                                                                                                                                            | %          | 100 | % | 200 | % |

 

The Bonus payable to theExecutive hereunder for each fiscal year is to be interpolated for ActualEBITDA between 90% and 100% or between 100% and 110% of Budgeted EBITDA.

 

For example, if ActualEBITDA represents 95% of Budgeted EBITDA, a Bonus of 62.5% of the Executive’sBase Salary would be payable, calculated as follows:

 

(1)                                  The increase of Actual EBITDA over the90% of Budgeted EBITDA benchmark, which in this case equals 5%, is divided bythe difference between (a) 100% and (b) 90% (the two applicableBudgeted EBITDA benchmarks), yielding 50%;

 

(2)                                  This amount (50%) is then multiplied bythe difference between (x) 100% (the Bonus at 100% of Budgeted EBITDA) and(y) 25% (the Bonus at 90% of Budgeted EBITDA), which equals 37.5% of theExecutive’s Base Salary as the Target Bonus. This incremental 37.5% is added tothe 25% Base Salary Target Bonus at 90% of Budgeted EBITDA for a total TargetBonus equal to 62.5% of Base Salary.

 

On the other hand, ifActual EBITDA represents 105% of Budgeted EBITDA, then a Bonus of 150% of theExecutive’s Base Salary would be payable, calculated as follows:

 

(1)                                  The increase of Actual EBITDA over the100% of Budgeted EBITDA benchmark, which in this case equals 5%, is divided bythe difference between (a) 110% and (b) 100% (the two applicableBudgeted EBITDA benchmarks), yielding 50%;

 

(2)                                  This amount (50%) is then multiplied bythe difference between (x) 200% (the Target Bonus at 110% of BudgetedEBITDA) and (y) 100% (the Target Bonus at 100% of Budgeted EBITDA),resulting in a 50% incremental increase in the Target Bonus, which when addedto the 100% of Base Salary payable when Actual EBITDA equals 150% of BudgetedEBITDA Benchmark, yields an aggregate bonus equal to 150% of the Executive’sBase Salary.

 

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