Exhibit 10.2
AGREEMENT FOR RECEIPT OF RESTRICTED STOCK
This Agreement for Receipt of Restricted Stock by and between Synagro
Management, L.P., a Texas limited partnership (hereafter "Company") and Xxxxxx
X. Xxxxx ("Employee") shall be effective as of July 24, 2005 ("Agreement").
WHEREAS, Synagro Technologies, Inc. ("Synagro") is the ultimate parent of
the Company.
WHEREAS, the Compensation Committee of the Board of Directors of Synagro
has deemed it to be advisable and in the best interests of Synagro and its
subsidiaries to provide agreement to certain individuals authorizing grants of
restricted stock in certain circumstances;
WHEREAS, Synagro and the Company have selected Employee as one such
individual to receive such an agreement.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and covenants set forth herein, agree as follows:
1. For so long as Employee is employed by the Company and for thirty (30)
days thereafter, the following shall apply:
To the extent dividends are declared and paid on Synagro's Common
Stock, the Employee will be entitled to receive shares of Common Stock
under the Synagro Technologies, Inc. 2005 Restricted Stock Plan (or
any successor equity incentive plan thereto), provided that such
Employee then held options to purchase Common Stock. The value of the
shares of Common Stock received will equal the value of dividends that
would have been payable on the Common Stock underlying the options to
purchase Common Stock then held by such Employee if such options had
been exercised. Common Stock awards relating to options that are then
vested and exercisable will not be subject to any restriction on
transfer. Awards relating to options that are not then vested shall
contain appropriate restrictions on transfer that shall lapse when
such options become vested and exercisable. If the option(s) lapses
and does not vest, then the restricted common stock award(s) related
to such option(s) shall be forfeited and returned to Synagro pursuant
to the 2005 Restricted Stock Plan.
2. Nothing contained in this Agreement, another written statement, or
oral agreement shall change Employee's "at will" status. Employee's
employment may be terminated for any reason, with or without cause or
notice, at any time by Employee or Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed effective as of the effective date above written.
SYNAGRO MANAGEMENT, L.P., EMPLOYEE
("COMPANY")
By: /s/ Xxxxxx X. Xxxxxxx, Xx. /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxx
Title: President of Synagro Texas, Inc.,
It's General Partner Date: December 7, 2005
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Date: December 7, 2005
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