Exhibit 10.2
FIRST AMENDMENT TO THE
LAIDLAW INTERNATIONAL, INC.
AMENDED AND RESTATED
2003 EQUITY AND PERFORMANCE INCENTIVE PLAN
Laidlaw International, Inc., a corporation organized under the
laws of the State of Delaware (the "Corporation"), has previously adopted the
Laidlaw International, Inc. Amended and Restated 2003 Equity and Performance
Incentive Plan (the "Plan"). Section 19(a) of the Plan allows the Human
Resources and Compensation Committee of the Board of Directors of the
Corporation (the "Committee") to amend the Plan in certain respects at any time
or from time to time.
In order to amend the Plan in certain respects, this Amendment to
the Plan has been adopted by a resolution of the Committee on October 3, 2006,
effective as set forth below. This Amendment to the Plan, together with the
Plan, constitutes the entire Plan as amended to date.
1. Effective as of October 5, 2006, Section 2 of the Plan is
hereby amended to incorporate a new definition "Equity Restructuring"
alphabetically in such Section as follows:
"Equity Restructuring" means a non-reciprocal transaction between the
Corporation and its stockholders, such as a stock dividend, stock split,
spin-off, rights offering or recapitalization, that affects the Common
Shares (or other securities of the Corporation) or the share price and
causes a change in the per share value of the Common Shares underlying
outstanding Appreciation Rights, Option Rights, Deferred Shares,
Performance Shares or Performance Units.
2. Effective as of October 5, 2006, Section 11 of the Plan is
hereby amended to read in its entirety as follows:
"11. Adjustments.
(a) In the event that any dividend or other distribution,
reorganization, merger, consolidation, combination, repurchase, or exchange
of Common Shares or other securities of the Company, or other change in the
corporate structure of the Company affecting the Common Shares (other than
an Equity Restructuring) occurs such that an adjustment is determined by
the Administrator (in its sole discretion) to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Administrator shall,
in such manner as it may deem equitable, adjust the number and class of
Common Shares which may be delivered under the Plan, the purchase price per
share and the number of Common Shares covered by each Appreciation Right
and Option Right, which has not yet been exercised, and the number of
Common Shares subject to each Deferred Share, Performance Share or
Performance Unit outstanding and the numerical limits of Section 3(a), (b),
(d), (e), and (f) and in the number of Option Rights to be granted
automatically pursuant to Section 9.
(b) In connection with the occurrence of any Equity
Restructuring, and notwithstanding anything to the contrary in Section
11(a):
(i) The number and type of securities subject to each
outstanding Appreciation Right, Option Right, Deferred Share,
Performance Share and Performance Unit and the exercise price or
grant price thereof, if applicable, will be proportionately
adjusted so that the fair value of each such Appreciation Right,
Option Right, Deferred Share, Performance Share or Performance
Unit and the proportionate interest represented thereby
immediately after the Equity Restructuring will equal the fair
value of such Appreciation Right, Option Right Deferred Share,
Performance Share or Performance Unit and the proportionate
interest represented thereby immediately prior to such Equity
Restructuring. The adjustments provided under this Section
11(b)(i) shall be nondiscretionary and shall be final and binding
on the affected Participant and the Company.
(ii) The Committee shall make such proportionate
adjustments, if any, as it in its discretion may deem appropriate
to reflect such Equity Restructuring with respect to the
aggregate number and kind of shares that may be issued under the
Plan (including, but not limited to, adjustments of the
limitations in Section 3(a), (b), (d), (e) and (f) and in the
number of Option Rights to be granted automatically pursuant to
Section 9 of this Plan).
(c) All adjustments under this Section 11 shall be made in a
manner that does not cause a modification to any Appreciation Rights,
Option Rights, Deferred Shares, Performance Shares or Performance Units
outstanding on the date of such adjustment within the meaning of Section
409A of the Code and the regulations of published guidance thereunder."
3. Effective as of October 5, 2006, Section 12 of the Plan is
hereby amended by adding the following subsection (e) thereto:
"(e) with respect to Participants who are employees of a
Subsidiary, the consummation of a sale of substantially all of the assets
or the majority of the voting stock of such employing Subsidiary to an
unrelated third party; provided, that any such sale shall constitute a
"Change in Control" only with respect to Participants who are employees of
the Subsidiary involved in such sale and no other employees of the
Corporation or of any other Subsidiary, unless such sale either alone or in
connection with any other sale shall constitute a Business Combination
under Section 12(c), in which case the provisions of Section 12(c) shall
govern."
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Executed on October 4, 2006
LAIDLAW INTERNATIONAL, INC.
By:
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Beth Byster Corvino
Executive Vice President, General
Counsel and Secretary
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