Exhibit 10.1
THIRD AMENDMENT TO THE
AGREEMENT CONCERNING EMPLOYMENT RIGHTS
This Third Amendment to the Agreement Concerning Employment Rights
effective July 24, 2005, ("Amendment") amends that one certain Agreement
Concerning Employment Rights by and between Synagro Technologies, Inc., a
Delaware corporation (hereafter "Company") and Xxxxx X. Xxxxxx XX ("Executive")
dated February 19, 1999, as amended January 27, 2000 and March 1, 2001
(collectively "Employment Agreement").
WHEREAS, the Compensation Committee of the Board of Directors of the
Company has deemed it to be advisable and in the best interests of the Company
and its subsidiaries to amend the employment agreements of certain individuals
to provide for grants of restricted stock in certain circumstances;
WHEREAS, the Company has selected Executive as one such individual whose
employment agreement should so be amended.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and covenants set forth herein, agree as follows:
1. The current language under Paragraph 2, as amended, shall be referred
to as subparagraph (a) and the following paragraph is added to the Employment
Agreement as Paragraph 2(b):
(b) For so long as Executive is employed by the Company and for
thirty (30) days thereafter, the following shall apply:
To the extent dividends are declared and paid on the Company'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. Ratification. Except as expressly amended by this Amendment, the
Employment Agreement shall remain in full force and effect. None of the rights,
interests and obligations existing and to exist under the Employment Agreement
are hereby released, diminished or impaired, and the parties hereby reaffirm all
covenants, representations and warranties in the Employment Agreement.
1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed effective as of the effective date above written.
SYNAGRO TECHNOLOGIES, INC.,
a Delaware corporation
("COMPANY")
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President & CEO
Date: December 7, 2005
EXECUTIVE
/s/ Xxxxx X. Xxxxxx XX
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Name: Xxxxx X. Xxxxxx XX
Date: December 7, 2005
