EXHIBIT 10.5
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into effective February 23, 2000, by
and between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation ("Company")
and XXXXX X. XXXXXXX ("Executive").
WITNESSETH:
WHEREAS, the Company and the Executive are parties to an Executive
Employment Agreement which was made effective January 1, 1999 ("Agreement"); and
WHEREAS, the Company and the Executive now desire to amend the
Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and obligations contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Executive hereby agree as follows:
1. The Company and the Executive intend to recognize and reward the
Executive for his unique and valuable experience and expertise with
respect to finance, acquisitions and divestitures. In addition, the
Company and the Executive wish to ensure that the Company is able to
continue to utilize the Executive's services in this area in the event
the Agreement is terminated either by the Executive for Good Reason or
by the Company Without Cause.
2. Subsection 6.3(a) is hereby amended and restated in its entirety to
read as follows:
(a) the Company and the Executive shall enter into a consulting
agreement for a term of twenty-six and one-half (26 1/2) months from
the Date of Termination, pursuant to which:
(1) the Executive, in his capacity as an independent
contractor, shall perform such duties and have such
responsibilities as may from time to time be assigned to the
Executive by the Company's Chief Executive Officer and agreed
to by the Executive;
(2) the Executive shall receive aggregate compensation in the
amount of Two Million Dollars ($2,000,000.00), payable in
twenty-six (26) monthly installments in the amount of
Seventy-Five Thousand Dollars ($75,000.00), together with a
final installment in the amount of Fifty Thousand Dollars
($50,000.00);
(3) at the end of the term, the Executive shall receive all
compensation previously deferred by the Executive and not yet
paid by the Company (unless such payment is inconsistent with
the terms of any payment election made by the Executive with
respect to such deferred compensation);
(4) all stock options and other incentive awards granted to
the Executive by the Company shall remain exercisable, and
shall continue to vest in accordance with their terms, until
the earlier of (A) the last day of the term of the consulting
agreement or (B) May 15, 2002;
(5) the terms and provisions of Sections 7 through 11 shall
continue through (and, where relevant, after) the term of the
consulting agreement in the same manner as if the last day of
that term were the Date of Termination;
(6) in the event of the Executive's death during the term, the
Executive's estate shall be entitled to receive the balance of
the Two Million Dollars ($2,000,000.00) aggregate compensation
to which the Executive is entitled.
3. Subsection 6.3(d) is hereby deleted in its entirety.
4. In all other respects, the terms and conditions of the
Agreement remain in full force and effect.
DATED: February 23, 2000.
ALLIED WASTE INDUSTRIES, INC.
By
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Xxxxxx X. Xxxx, Vice President, Legal
"Company"
XXXXX X. XXXXXXX
By
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Xxxxx X. Xxxxxxx, Vice President, Chief
Executive Officer
"Executive"
