**EXHIBIT 10.16.3**

 

**THIRDAMENDMENT TO**

**EXECUTIVEEMPLOYMENT AND NON-COMPETITION AGREEMENT**

 

THISTHIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “ThirdAmendment”), 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”), andPhilip O. Strawbridge (the “Executive”). This Amendment amends that certain Executive Employment andNon-competition Agreement between the Company and the Executive dated March 23,2006, as amended pursuant to the First Amendment to Executive Employment andNon-Competition Agreement dated October 17, 2007, and as further amendedpursuant to the Second Amendment to Executive Employment and Non-Competition Agreementdated October 30, 2007 (collectively, the “Agreement”), as follows:

 

1.                                       Section 2of the Agreement is hereby deleted in its entirety and the following issubstituted in place thereof:

 

2.                                       Term.  The term of this Agreement shall begin on thedate hereof and, unless sooner terminated as provided in Section 6, shallconclude on December 31, 2011 (the “Employment Term”).

 

2.                                       Section 4(a) ofthe Agreement is hereby deleted in its entirety and the following issubstituted in place thereof:

 

(a)                                  Salary.  In consideration of the services rendered bythe Executive under this Agreement, the Company shall pay the Executive a basesalary (the “Base Salary”) at the rate of $450,000 per calendaryear.  The Base Salary shall be paid insuch installments and at such times as the Company pays its regularly salariedexecutives and shall be subject to all necessary withholding taxes, FICAcontributions and similar deductions, as well as set-off against any amountsExecutive owes the Company or its affiliates. In addition, if the Company atany time increases the salaries or hourly wages of other employees of theCompany generally by a percentage equally applied to reflect a “cost-of-livingincrease”, the Base Salary shall be increased by the same percentage cost-of-livingincrease at the time and in the same manner it is given to other employees ofthe Company.

 

3.                                       Section 4(e) ofthe Agreement is hereby deleted in its entirety.

 

4.                                       Schedule 2 tothe Agreement is hereby deleted in its entirety and the Schedule 2 attachedhereto and by this reference incorporated herein is substituted in placethereof.

 

5.                                       The partieshereby ratify and confirm all terms and conditions set forth in the Agreementthat are not expressly modified by this Third Amendment. This Third Amendment andthe Agreement shall be considered, for all intents and purposes, as oneagreement.  In the event of any conflictbetween the terms and provisions of this Third Amendment and the terms andprovisions of the Agreement, the terms and provisions of this Third Amendmentshall, in all instances, prevail.

 

INWITNESS WHEREOF, the parties hereto have duly executed this Third Amendment asof the day and year first above written.

 
| ENERGY*SOLUTIONS*, LLC               |                 | ENV HOLDINGS LLC       |
|--------------------------------------|----------------------|------------------------|
|                                 |                 |                   |   |   |
| By:                                  | /s/  R Steve Creamer |                   | By: | /s/  Lance Hirt |
| Name:  R Steve Creamer          |                 | Name:  Lance Hirt |
| Title:  Chief Executive Officer |                 | Title:  Manager   |
|                                 |                 |                   |   |   |
| /s/  Philip O. Strawbridge           |                 |                   |   |
| Philip O. Strawbridge                |                 |                   |   |
|                                      |                      |                        |  |  |  |

 

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**Schedule2**

 

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 |       | 20                                                                                                                                                                            | %          | 80 | % | 120 | % |

 

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 50% 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) 80% (the Bonus at 100% of Budgeted EBITDA) and (y) 20%(the Bonus at 90% of Budgeted EBITDA), which equals 30% of the Executive’s BaseSalary as the Target Bonus. This incremental 30% is added to the 20% BaseSalary Target Bonus at 90% of Budgeted EBITDA for a total Target Bonus equal to50% of Base Salary.

 

On the other hand, ifActual EBITDA represents 105% of Budgeted EBITDA, then a Bonus of 100% 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) 120% (the Target Bonus at 110% of BudgetedEBITDA) and (y) 80% (the Target Bonus at 100% of Budgeted EBITDA),resulting in a 20% incremental increase in the Target Bonus, which when addedto the 80% of Base Salary payable when Actual EBITDA equals 100% of BudgetedEBITDA Benchmark, yields an aggregate bonus equal to 100% of the Executive’sBase Salary.

 

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