EXHIBIT 99.6
FIRST AMENDMENT
OF THE
LAIDLAW INTERNATIONAL, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
THIS FIRST AMENDMENT is made on July 27, 2006, by LAIDLAW INTERNATIONAL,
INC., a corporation duly organized and existing under the laws of the State of
Delaware (the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Laidlaw International, Inc.
Non-Employee Director Compensation Policy (the "Policy") to set forth the policy
of the Company with respect to the compensation of its non-employee directors,
originally effective as of November 19, 2003;
WHEREAS, the Company wishes to amend the Policy to comply with, and make
changes permitted by, the American Jobs Creation Act of 2004 and the rules and
regulations promulgated thereunder ("AJCA");
WHEREAS, to the extent applicable, this amendment is intended as good
faith compliance with the requirements of the AJCA and shall be further amended,
if necessary, upon the release of final Treasury regulations to be issued under
Section 409A of the Internal Revenue Code; and
WHEREAS, this amendment shall supersede the provisions of the Policy to
the extent those provisions are inconsistent with the provisions of this
amendment.
NOW, THEREFORE, the Company does hereby amend the Policy, effective as of
January 1, 2005, except as otherwise provided herein, as follows:
1. By deleting the definition of "Disabled" in Section 1.3 and substituting
therefor the following:
"Disabled means a Non-Employee Director's inability to engage in any
substantial activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or last for a
continuous period of not less than 12 months."
2. By deleting the existing Section 5.2 in its entirety and substituting
therefor the following:
"5.2 Deferral of Restricted Share Distribution. Effective for
Restricted Shares granted on or after January 1, 2005, a Non-Employee
Director may make an irrevocable Deferral Election, on such forms as the
Committee may prescribe, to surrender all or any whole percentage of any
Restricted Shares granted under Article IV and to have his or her Deferral
Account (as described in Section 5.5) credited with an equal number of
Common Shares (hereinafter, the "Deferral Shares") as of the date of such
election (the
"Election Date"). If the Restricted Shares are subject to a forfeiture
condition requiring the Non-Employee Director's continued service for a
period of at least 12 months, such Deferral Election must be made on or
before the thirtieth (30th) day after the Annual Grant Date applicable to
the Restricted Shares, provided that the election is made at least 12
months in advance of the earliest date at which the forfeiture condition
could lapse. If the Restricted Shares are not subject to a forfeiture
condition requiring the Non-Employee Director's continued service for a
period of at least 12 months, such Deferral Election must be made before
the beginning of the calendar year in which the Annual Grant Date
applicable to the Restricted Shares occurs. As of the Election Date, the
Non-Employee Director shall no longer have voting and dividend rights with
respect to the Restricted Shares surrendered."
3. By deleting the existing Section 5.4 in its entirety and substituting
therefor the following:
"5.4 Redeferral Election. A Non-Employee Director may make an
irrevocable Redeferral Election to extend a Distribution Date at such time
and on such forms as the Committee may prescribe; provided, however, that
(i) such Redeferral Election must be made at least 12 months prior to the
date the previously elected Distribution Date is to occur; (ii) such
Redeferral Election may not take effect until at least 12 months after the
date on which the election is made; and (iii) the new Distribution Date
must be no earlier than five (5) years from the previously elected
Distribution Date."
4. By deleting the existing Section 5.8 in its entirety and substituting
therefor the following:
"5.8 Distribution of Deferral Account. A Non-Employee Director's
Deferral Account will be distributed to the Non-Employee Director or
applicable Beneficiary within 30 days after the Distribution Date or, if
earlier, the date on which the Non-Employee Director dies or becomes
Disabled or there occurs a Change in Control; provided, however, that the
Change in Control constitutes a change in the ownership or effective
control of the Corporation, or in the ownership of a substantial portion
of the assets of the Corporation, within the meaning of Section 409A of
the Internal Revenue Code and the rules and regulations promulgated
thereunder. To the extent vested as provided in Section 5.7, distribution
of Deferral Accounts holding Deferral Shares shall be made in a lump sum
payment of Common Shares equal to the number of Deferral Shares
accumulated in the Deferral Accounts on the Distribution Date and
distributions of Deferral Accounts holding deferred cash compensation
pursuant to Section 5.1 shall be made in a lump sum payment in cash.
Dividend Equivalents held in the Deferral Accounts shall in all cases be
paid on the Distribution Date in a lump sum in cash."
Except as specifically amended hereby, the Policy shall remain in full
force and effect prior to this First Amendment.
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IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed on the day and year first above written.
LAIDLAW INTERNATIONAL, INC.
By: /s/ KEVIN BENSON
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Title: President and Chief Executive Officer
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