UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 11, 2016
 
MERIDIAN WASTE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
 
New York
 
001-13984
 
13-3832215
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 
 
Identification No.)
 
12540 Broadwell Road, Suite 2104
Milton, GA 30004
 (Address of principal executive offices)
 
(678) 871-7457
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     

 
 
  
Item 1.01 Entry into a Material Definitive Agreement 
 
Jeffrey Cosman - Employment Agreement, Director Agreement and Restricted Stock Agreement
 
On March 11, 2016, Meridian Waste Solutions, Inc. (the “Company”) entered into an employment agreement with Mr. Cosman (the “Cosman Employment Agreement”). Mr. Cosman is currently the Chief Executive Officer and Chairman of the Board of Directors of the Company and prior to the execution and delivery of the Cosman Employment Agreement, terms of Mr. Cosman’s employment were governed by that certain previous employment agreement assumed by the Company in connection with the Company’s purchase of certain membership interests owned by such previous employer on October 17, 2014. The Cosman Employment Agreement has an initial term from March 11, 2016 through December 31, 2017 and the term will automatically renew for one (1) year periods unless otherwise terminated in accordance with the terms therein . Mr. Cosman will receive a base salary of $525,000 and Mr. Cosman’s compensation will increase by 5% on January 1 of each year. Mr. Cosman may also receive a cash bonus based on the Company’s performance relative to its annual target performance, as well as an annual equity bonus in the form of restricted common stock, in accordance with the Company’s 2016 Equity and Incentive Plan (the “Plan”) and subject to the restrictions contained therein, equivalent to 6% of the value of all acquisitions by the Company or its subsidiaries of substantially all the assets of existing businesses or of controlling interests in existing business entities and equity or debt financings during the preceding year. Upon any termination of Mr. Cosman’s employment with the Company, except for a termination for Cause, Mr. Cosman shall be entitled to a severance payment equal to the greater of (i) five years’ worth of the then--existing base salary and (ii) the last year’s bonus.
 
On March 11, 2016, the Company entered into a director agreement with the Company’s Chairman of the Board of Directors (the “Board”) and Chief Executive Officer, Jeffrey Cosman (the “Cosman Director Agreement”). Mr. Cosman is to receive, as compensation, twenty-five thousand (25,000) shares of the Company’s common stock upon the execution of the Cosman Director Agreement. Additionally, pursuant to the Cosman Non-Qualified Option Agreement (defined below), Mr. Cosman was issued 75,000 options to purchase common stock of the Company (the “Options”). The exercise price of the Options is 110% of the fair market value of the Company’s common stock at the time of grant. The Options shall vest in equal amounts over a period of three (3) years at the rate of 6,250 shares per fiscal quarter, commencing in the fiscal quarter the Cosman Director Agreement is executed. The Options are exercisable for a period of five (5) years from the date of execution of the Cosman Director Agreement.
 
On March 11, 2016, the Company entered into a restricted stock agreement with Mr. Cosman (the “Cosman Restricted Stock Agreement”), pursuant to which 4,253,074 shares of the Company's common stock, subject to certain restrictions set forth in the Cosman Restricted Stock Agreement, were issued to Mr. Cosman pursuant to the Cosman Employment Agreement and the Plan.
 
The above descriptions of the Cosman Employment Agreement and Cosman Director Agreement do not purport to be complete and are qualified in their entirety by the full text of the Cosman Employment Agreement, and form of Director Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
 
Walter H. Hall, Jr. - Director Agreement and Employment Agreement
 
On March 11, 2016, the Company entered into a director agreement with Mr. Walter H. Hall, Jr. (the “Hall Director Agreement”), concurrent with Mr. Hall’s appointment to the Board of Directors of the Company (the “Board”) effective March 11, 2016 (the “Effective Date”). Mr. Hall is to receive, as compensation, twenty five thousand (25,000) shares of the Company’s common stock upon the execution of the Hall Director Agreement. Additionally, pursuant to the Hall Non-Qualified Option Agreement (as defined below), Mr. Hall was issued 75,000 Options. The exercise price of the Options is 100% of the fair market value of the Company’s common stock at the time of grant. The Options shall vest in equal amounts over a period of three (3) years at the rate of 6,250 shares per fiscal quarter, commencing in the fiscal quarter the Hall Director Agreement is executed. The Options are exercisable for a period of five (5) years from the date of execution of the Hall Director Agreement.
 
On March 11, 2016, the Company entered into an executive employment agreement with Mr. Hall (the “Hall Employment Agreement”). Mr. Hall will have the title of President and Chief Operating Officer. The Hall Employment Agreement has an initial term of thirty-six (36) months and the term will automatically renew for one (1) year periods, unless otherwise terminated pursuant to the terms contained therein . Mr. Hall will receive a base salary of $300,000 beginning upon the Company’s closing of acquisitions in the aggregate amount of $35,000,000 from the date the Hall Employment Agreement is executed. Mr. Hall may also receive an annual bonus of up to $175,000, or such larger amount approved by the Board, as well as an annual equity bonus (in the form of restricted common stock, in accordance with the Plan and subject to the restrictions contained therein) equivalent to 2% of the value of all acquisitions by the Company or its subsidiaries of substantially all the assets of existing businesses or of controlling interests in existing business entities and equity or debt financings during the preceding year. Additionally, Mr. Hall received two million (2,000,000) restricted shares of the Company’s common stock upon the execution of the Hall Employment Agreement.
 
 
 
 
The above descriptions of the Hall Director Agreement and Hall Employment Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of Director Agreement and Hall Employment Agreement, which are attached hereto as Exhibit 10.2, and Exhibit 10.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
 
Item 3.02.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
Item 1.01 is hereby incorporated by reference.
 
On March 11, 2016 the Company issued 2,025,000 shares of the Company’s common stock to Walter Hall pursuant to the Hall Employment Agreement and the Hall Director Agreement and 25,000 shares of the Company’s common stock to Jeffrey Cosman pursuant to the Cosman Director Agreement.
 
In the aggregate, the amount of shares issued in the foregoing transactions exceeds 5% of the Company’s total outstanding shares. As of November 16, 2015, the Company had 17,658,644 shares of common stock issued and outstanding.
 
The above issuance was made in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
 
Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Item 1.01 is hereby incorporated by reference.
 
Appointment of Director, President and Chief Operating Officer
 
Effective March 11, 2016, the Board approved the appointment of Mr. Walter H. Hall as a member of the Board and as a President and Chief Operating Officer. Below is a description of Mr. Hall's professional work experience.
 
Walter H. Hall, age 58
  
Walter H. Hall, age 58, brings 25 years of management experience in the waste industry. Most recently Mr. Hall served as Chief Operating Officer for Advanced Disposal Services, Inc., from 2001 through 2014, where he had direct responsibility for profit and loss decisions, development and implementation of strategic marketplace plans, sales, safety, acquisitions, and coordination of assets and personnel for a company having operations in 18 states with annual revenues in excess of $1.3 billion. Prior to that, Mr. Hall held positions as President and General Manager with Southland Waste Systems and Southland Waste Systems of Georgia, respectively, following six years with Brown Ferris Industries as District Manager and Regional Operations Manager.
 
Mr. Hall has an undergraduate degree from Mississippi College.
 
The Board believes that Mr. Hall’s extensive and directly applicable experience within the waste industry makes him ideally qualified to help lead the Company towards continued growth.
 
 
 
Family Relationships
 
Mr. Hall does not have a family relationship with any of the current officers or directors of the Company.
 
Related Party Transactions
 
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
 
Item 9.01 Financial Statements and Exhibits.
 
(c) Exhibits
 
Exhibit No.
 
Description
 
 
 
10.1*
 
Employment Agreement, dated March 11, 2016, by and between the Company and Jeffrey Cosman.
10.2*
 
Form of Director Agreement.
10.3*
 
Executive Employment Agreement, dated March 11, 2016, by and between the Company and Walter Hall.
 
 
* filed herewith
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
MERIDIAN WASTE SOLUTIONS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
Date: March 17, 2016
 
By:
 /s/ Jeffrey Cosman
 
 
 
 
 
Name: Jeffrey Cosman
 
 
 
 
 
Title: Chief Executive Officer
 
 
 
 
 
 
 
 
 
Exhibit 10.1
 
EMPLOYMENT AGREEMENT
 
This Employment Agreement (the “Agreement”) is made and entered into as of March 11, 2016, and is deemed effective as of January 1, 2016, by and between Meridian Waste Solutions, Inc. (the “Company”), a Corporation organized and existing under the laws of the State of New York (the “Company”), and Jeffrey S. Cosman (“Executive”).
 
RECITALS
 
WHEREAS, Executive is the current Chief Executive Officer and Chairman of the Board of the Directors of the Company, employed pursuant to the Company’s assumption of that certain employment agreement entered into between the Company and Here to Serve Holding Corporation (the “Original Employment Agreement”) in connection with the Company’s purchase of certain membership interests owned by such corporation on October 17, 2014;
WHEREAS, Executive desires to continue his employment with the Company, and the Company desires to continue Executive’s employment, on the terms and subject to the conditions set forth in this Agreement.
 
In consideration of the mutual promises set forth in this Agreement the parties hereto agree as follows:
 
ARTICLE I
 
Term of Employment
 
1.01 Subject to the provisions of Article V, and upon the terms and subject to the conditions set forth herein, the Company will continue to employ Executive for the period beginning, March 11, 2016 (the “Commencement Date”) and ending on December 31, 2017, (the “Initial Term”). The Initial Term shall be automatically renewed for successive consecutive one (1) year periods (each, a “Renewal Term” and the Initial Term and Renewal Term are collectively referred to as the “term of employment”) thereafter unless either party sends notice to the other party, not more than 270 days and not less than 180 days before the end of the then­existing term of employment, of such party’s desire to terminate the Agreement at the end of the then­existing term, in which case this Agreement will terminate at the end of the then­existing term. Executive will serve the Company during the term of employment.
 
ARTICLE II
 
Duties
 
2.01 (a) During the term of employment, Executive will:
 
(i)   Promote the interests, within the scope of his duties, of the Company and devote his full working time and efforts to the Company’s business and affairs;
 
(ii)   Serve as the Chairman of the Board of Directors of the Company and as Chief Executive Officer of the Company; and
 
(iii)   Perform the duties and services consistent with the title and function of such office, including without limitation, those set forth in the By­Laws of the Company.
 
(b)   Executive shall serve at the Company’s principal headquarters located in its current offices or those within a twenty (20) mile radius as determined by the Company’s Board of Directors.
 
(c)   Notwithstanding anything contained in clause 2.01(a)(i) above to the contrary, nothing contained herein or under law shall be construed as preventing Executive from (i) investing Executive’s personal assets in such form or manner as will not require any services on the part of Executive in the operation or the affairs of the companies in which such investments are made and in which his participation is solely that of an investor; (ii) engaging (whether or not during normal business hours) in any other professional, civic, or philanthropic activities provided that Executive’s engagement does not result in a violation of his covenants under this Section or Article VI hereof; or (iii) accepting appointments to the boards of directors of other companies provided that the Board of Directors of the Company reasonably approves of such appointments and Executive’s performance of his duties on such boards does not result in a violation of his covenants under this Section or Article VI hereof.
 
 
 
ARTICLE III
 
Base Compensation
 
3.01 The Company will compensate Executive for the duties performed by him hereunder by payment of a base salary at the rate of FIVE HUNDRED TWENTY-FIVE THOUSAND AND NO/100THS DOLLARS ($525,000.00) per annum (the “Base”), payable in equal semimonthly installments, subject to customary withholding for federal, state, and local taxes and other normal and customary withholding items. The Base will be increased on January 1 of each year by five percent (5%) per annum (which figure shall act as a surrogate for the service cost of living increases) over the then­existing Base.
 
3.02 Reserved.
 
3.03 Cash Bonus. In addition to the Base, the Company shall pay to the Executive a bonus determined by the relationship between the Company’s annual performance and an annual target performance set each year by mutual agreement between the Company and the Executive as follows:
% of Target
>150%
149-120%
119-100%
99-80%
79-60%
Under 60%
% of Base Salary
150%
149-120%
119-100%
60%
30%
0%
 
3.04 Stock Bonus. During each calendar year of this Agreement, Executive shall be entitled to an annual bonus, payable in restricted common stock of the Company in accordance with the Company’s 2016 Equity and Incentive Plan and subject to the restrictions contained therein and/or in any Restricted Stock Agreement between Executive and the Company, based upon (i) acquisitions by the Company or its subsidiaries of substantially all the assets of existing businesses or of controlling interests in existing business entities (ii) equity or debt financings (collectively, the “Major Transactions”). The bonus shall be calculated as of January 15 th of each year of this Agreement based upon the Major Transactions which took place in the immediately preceding calendar year. The bonus shall be calculated as follows: The dollar value of the bonus shall be calculated by multiplying the sum of the purchase prices and/or proceeds of all Major Transactions during the immediately preceding year by .06. The dollar value of such bonus shall then be divided by the average closing bid price of the common stock of the Company (the “Common Stock”) in the principal market on which the Common Stock is traded, for the five (5) consecutive trading days ending on the last trading day of the previous calendar year. The resulting calculation shall be the number of restricted common shares of the Company which shall be issued to the Executive. The calculations described above shall be made by no later than January 15 th of the year following the calendar year for which the calculations are based and the shares shall be issued to the Executive within 15 days of the calculation having been completed.
 
ARTICLE IV
 
Reimbursement and Employment Benefits
 
4.01 Health and Other Medical. Executive shall be eligible to participate in all health, medical, dental, and life insurance employee benefits as are available from time to time to other key executive employees (and their families) of the Company, including a Life Insurance Plan, Medical and Dental Insurance Plan, and a Long Term Disability Plan (the “Plans”), the terms of which are set forth on Schedule 4.01. The Company shall pay all premiums with respect to such Plans. To the extent that such reimbursement is deemed to be includable in Executive’s gross income, the Company shall pay to the Executive the Tax Effect (as defined herein) of such sum (e.g., if the reimbursement is $1000.00, then the Company would pay to the Executive the sum of $666.67, which is $1000 divided by the Tax Effect (assuming a 40% rate), and subtracting the amount reimbursed). “Tax Effect” shall mean the quotient of the amount reimbursed divided by 0.54.
 
 
 
4.02 Vacation. Executive shall be entitled to five (5) weeks of vacation and twelve (12) personal days per year, to be taken in such amounts and at such times as shall be mutually convenient for Executive and the Company. Any time not taken by Executive in one year shall be carried forward to subsequent years. If all such vacation and personal time to which Executive is entitled is not taken by Executive before the termination of this Agreement, Executive shall be entitled to be reimbursed upon termination (for any reason) for such lost time in accordance with the Base then in effect.
 
4.03 Performance­Enhancing Items. Executive shall be entitled to receive from the Company (a) an annual car allowance up to Twelve Thousand Dollars ($12,000.00) per annum, and (b) reimbursement by the Company for home office expenses including without limitation the purchase and maintenance of a home computer with linkup facilities to the Company, a home facsimile, printer and scanner, interconnection of two telephone or cable connections to the Internet, laptop computer, portable mobile phone, together with any charges for the use thereof. To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income, then the Company shall, on or before June 1 of the year after the payment is made, pay the Tax Effect thereof to the Executive.
 
4.04 Reimbursable Expenses. The Company shall in accordance with its standard policies in effect from time to time reimburse Executive for all reasonable outof­pocket expenses actually incurred by him in the conduct of the business of the Company including business class air travel for flights of 4 hours or more, quality hotels and rental cars, entertainment and similar executive expenditures provided that Executive submits all substantiation of such expenses to the Company on a timely basis in accordance with such standard policies.
 
4.05 Savings Plan. Executive will be eligible to enroll and participate, and be immediately vested in, all Company savings and retirement plans, including any 401(k) plans. To the extent permissible by law, the Company shall match in cash fifty percent (50%) of all of Executive’s contributions to such plan or plans. To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income, then the Company shall, on or before June 1 of the year after the payment is made, pay the Tax Effect thereof to the Executive.
4.06 Life Insurance. The Company shall pay all premiums for Executive to receive on his life (a) term life insurance premiums paid by Executive on his own life, provided that the life insurance proceeds do not exceed 300% of Executive’s previous year’s Base and Bonus and (b) split dollar life insurance in the face amount of $1 million, it being understood that Executive may designate the beneficiary (or beneficiaries) of such policies. To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income, then the Company shall, on or before June 1 of the year after the payment is made, pay the Tax Effect thereof to the Executive.
 
4.07 Directors and Officers Liability Insurance. The Company will provide liability insurance coverage protecting Executive and his estate, to the extent permitted by law against suits by fellow employees, shareholders and third parties and criminal and regulatory investigations arising out of any alleged act or omission occurring with the course and scope of Executive’s employment with the Company. Such insurance will be in an amount not less than two million dollars.
 
4.08 Financial Planning. The Company shall reimburse Executive for all legal, and accounting costs, fees, and expenses incurred each year by Executive in connection with (a) income tax preparation and (b) estate planning, provided that the aggregate annual expenses to be reimbursed shall not exceed Ten Thousand Dollars ($10,000.00). To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income, then the Company shall, on or before June 1 of the year after the payment is made, pay the Tax Effect thereof to the Executive.
 
4.09 Legal Costs. The Company shall reimburse Executive for all of his reasonable legal costs, fees, and expenses incurred in connection with the preparation and negotiation of this Agreement, such reimbursable sum of fees not to exceed Five Thousand Dollars ($5,000.00). To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income, then the Company shall, on or before June 1 of the year after the payment is made, pay the Tax Effect thereof to the Executive.
 
 
 
4.10 Outplacement. In the event of the termination of this Agreement for any reason except for Cause, the Company shall pay the reasonable costs of an outplacement agency designated by Executive for a one (1) year period.
 
ARTICLE V
 
Termination
 
5.01 Automatic. This Agreement shall be automatically terminated upon the first to occur of the following (a) the Company’s termination pursuant to section 5.02, (b) the Executive’s termination pursuant to section 5.03 or (c) the Executive’s death.
 
5.02 By the Company. This Agreement may be terminated by the Company upon written notice to the Executive upon the first to occur of the following:
 
(a)   Disability. Upon the Executive’s Disability (as defined herein). The term “Disability” shall mean the Executive cannot perform the essential functions of the position with or without reasonable accommodations.
 
(b)   Cause. Upon the Executive’s commission of Cause (as defined herein). The term “Cause” shall mean the following:
 
(i)          Any willful violation by Executive of any material provision of this Agreement (including without
 
limitation Sections 6.01 and 6.02 hereof) causing demonstrable and serious injury to the Company, upon written notice of same by the Company describing in detail the breach asserted and stating that it constitutes notice pursuant to this Section 5.02(b)(i), which breach, if capable of being cured, has not been cured within sixty (60) days after such notice or such longer period of time if Executive proceeds with due diligence not later than ten (10) days after such notice to cure such breach.
 
ii)          Embezzlement by Executive of funds or property of the Company;
 
(iii)   Fraud or willful misconduct on the part of Executive in the performance of his duties as an employee of the Company, or gross negligence on the part of Executive in the performance of his duties as an employee of the Company causing demonstrable and serious injury to the Company, provided that the Company has given written notice of such breach which notice describes in detail the breach asserted and stating that it constitutes notice pursuant to this Section 5.02(b)(iii), and which breach, if capable of being cured, has not been cured within sixty (60) days after such notice or such longer period of time if Executive proceeds with due diligence not later than ten (10) days after such notice to cure such breach; or
 
(iv)   A felony conviction of Executive under the laws of the United States or any state (except for any conviction based on a vicarious liability theory and not the actual conduct of the Executive).
 
Upon a termination for Cause, the Company shall pay Executive his Base and benefits including vacation pay through the date of termination of employment; and Executive shall receive no severance under this Agreement.
5.03 By the Executive. This Agreement may be terminated by the Executive upon written notice to the Company upon the first to occur of the following:
 
(a)   Change in Control. Upon the occurrence of a “Change in Control” (as defined herein) of the Company. The term “Change in Control” shall mean any of the following: (i) a replacement of more than one half of the Board of Directors of the Company, (ii) a sale of more than one half of the voting securities of the Company (or the entity ultimately owning or controlling such Company) or the sale or exchange of all or substantially all of the assets of either such Company, (iii) a merger or consolidation involving either such entity where the entity is not the survivor in such merger or consolidation (or the entity ultimately owning or controlling such entity), (iv) a liquidation, winding up, or dissolution of either such entity or (v) an assignment for the benefit of creditors, foreclosure sale, voluntary filing of a petition under the Bankruptcy Reform Act of 1978, or an involuntary filing under such act which filing is not stayed or dismissed within 45 days of filing.
 
 
 
(b)   Constructive Termination. Upon the occurrence of a “Constructive Termination” (as defined herein) by the Company. The term “Constructive Termination” shall mean any of the following:
 
(i)   Any breach by the Company of any material provision of this Agreement, including, without limitation, the assignment to the Executive of duties inconsistent with his position specified in Section 2.01 hereof or any breach by the Company of such Section, which is not cured within 60 days after written notice of same by Executive, describing in detail the breach asserted and stating that it constitutes notice pursuant to this Section 5.03;
 
(ii)   Relocation of Executive’s offices in excess of 20 miles from its current headquarters office location; or
 
(iii)   A substantial and continued reduction in the level of support, services, staff, secretarial resources, office space, and accoutrements below that which is reasonably necessary for the performance of Executive’s duties hereunder, consistent with that of other key executive employees.
 
5.04 Consequences of Termination. Upon any termination of Executive’s employment with the Company, except for a termination for Cause, the Executive shall be entitled to (a) a payment equal to the greater of (i) five (5) years’ worth of the then­existing Base and the last year’s Bonus (the “Severance”) and (b) retain the benefits set forth in Article IV for the balance of the term. If the Severance is equal to the amount set forth in clause (ii), the Company shall also pay to Executive in a timely fashion any excise and other penalties and taxes as a result of section 280G of the Internal Revenue Code of 1986 as amended (or such replacement or successor provision and applicable state law counterpart). The Severance shall be paid, at Executive’s option, either (x) in a lump sum upon termination with such payments discounted by the U.S. Treasury rate most closely comparable to the applicable time period left in the Agreement or (y) as and when normal payroll payments are made (except in the case of the Bonus which shall be payable in a lump sum between January 1 and January 10 of each year). As a condition to the Company’s obligation to pay said Severance, Executive shall execute a comprehensive release of any and all claims that Executive may have against the Company (excluding any claims for the Company to pay or provide Accrued Obligations and Severance Benefits) (Release of Claims) within twenty one (21) days of the effective date of termination of employment, and   Executive shall not revoke said release in writing within seven (7) days of execution.
 
ARTICLE VI
 
Covenants
 
6.01 Executive shall treat as confidential and keep secret the affairs of the Company and shall not at any time during the term of employment or for a period of five years thereafter, without the prior written consent of the Company, divulge, furnish, or make known or accessible to, or use for the benefit of, anyone other than the Company and its subsidiaries and affiliates any information of a confidential nature relating in any way to the business of the Company or its subsidiaries or affiliates or their clients and obtained by him in the course of his employment hereunder. provided, however, that confidential information of the Company shall not include any information known or available generally to the public (other than as a result of unauthorized disclosure by Executive).
 
6.02 All records, papers, and documents kept or made by Executive relating to the business of the Company or its subsidiaries or affiliates or their clients shall be and remain the property of the Company.
 
6.03 Following the termination of Executive’s employment hereunder for any reason except for those set forth in section 5.03 in which event this section is inapplicable, Executive shall not for a period of twelve (12) months from such termination, solicit any employee of the Company to leave such employ to enter the employ of Executive or of any person, firm, or Company with which Executive is then associated (except solicitation by general means such as newspapers).
 
 
 
6.04 If at the time of enforcement of any provision of this Agreement, a court shall hold that the duration, scope, or area restriction of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration, scope, or area reasonable under the circumstances shall be substituted by the court for the stated duration, scope, or area.
 
6.05 Executive acknowledges that any breach by him of the provisions of this Article VI of this Agreement shall cause irreparable harm to the Company and that a remedy at law for any breach or attempted breach of Article VI of this Agreement will be inadequate, and agrees that, notwithstanding Article VIII hereof, the Company shall be entitled to exercise all remedies available to it, including specific performance and injunctive and other equitable relief, in the case of any such breach or attempted breach.
 
6.06 The Company represents and warrants that this Agreement has been duly authorized, executed, and delivered on behalf of the Company and that this Agreement represents the legal, valid, and binding obligation of the Company and does not conflict with any other agreement binding on the Company.
 
ARTICLE VII
 
Assignment
 
7.01 This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company without relieving the Company of its obligations hereunder. Neither this Agreement nor any rights hereunder shall be assignable by Executive and any such purported assignment by him shall be void.
 
 
 
 
 
ARTICLE VIII
 
Entire Agreement
 
8.01 This Agreement constitutes the entire understanding between the Company and Executive concerning his employment by the Company or subsidiaries and supersedes any and all previous agreements between Executive and the Company or any of its affiliates or subsidiaries concerning such employment, including, without limitation, the Original Employment Agreement. Each party hereto shall pay its own costs and expenses (including legal fees) except as otherwise expressly provided herein incurred in connection with the preparation, negotiation, and execution of this Agreement. This Agreement may not be changed orally, but only in a written instrument signed by both parties hereto.
 
ARTICLE IX
 
Applicable Law. Miscellaneous
 
9.01 This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. All actions brought to interpret or enforce this Agreement shall be brought in courts located in Cobb County, Georgia.
 
9.02 In addition to all other rights and benefits under this Agreement, each party agrees to reimburse the other for, and indemnify and hold harmless such party against, all costs and expenses (including attorney’s fees) incurred by such party (whether or not during the term of this Agreement or otherwise), if and to the extent that such party prevails on or is otherwise successful on the merits with respect to any action, claim, or dispute relating in any manner to this Agreement or to any termination of this Agreement or in seeking to obtain or enforce any right or benefit provided by or claimed under this Agreement, taking into account the relative fault of each of the parties and any other relevant considerations.
 
 
 
9.03 The Company shall indemnify and hold harmless Executive to the full extent authorized or permitted by law with respect to any claim, liability, action, or proceeding instituted or threatened against or incurred by Executive or his legal representatives and arising in connection with Executive’s conduct or position at any time as a director, officer, employee, or agent of the Company or any subsidiary thereof. The Company shall not change, modify, alter, or in any way limit the existing indemnification and reimbursement provisions relating to and for the benefit of its directors and officers without the prior written consent of the Executive, including any modification or limitation of any directors and officers liability insurance policy.
 
9.04 No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a continuing waiver or a waiver of any similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party hereto which are not set forth expressly in this Agreement.
 
9.05 The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
9.06 This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
 
9.07 The section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
 
 
 
IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above.
 
 
Company:
 
MERIDIAN WASTE SOLUTIONS, INC.
 
 
By: /S/ Jeffrey Cosm an  
      Name: Jeffrey Cosman
      Title: Chief Executive Officer
 
 
 
Executive:
 
 
/S/ Jeffrey Cosman  
JEFFREY COSMAN , individually
 

 
 
 
Exhibit 10.2
 
DIRECTOR AGREEMENT
 
This DIRECTOR AGREEMENT is made as of _______________ (the “ Agreement ”), by and between Meridian Waste Solutions, Inc., a New York corporation (the “ Company ”), and _________, an individual (the “ Director ”).
 
WHEREAS, the Company appointed the Director on ____________, and desires to enter into an agreement with the Director with respect to such appointment; and
 
WHEREAS, the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the provisions of this Agreement.
 
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
 
1.   Position . Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the Director hereby agrees to serve the Company in such position, upon the terms and conditions hereinafter set forth, provided , however , that the Director’s continued service on the Board of Directors of the Company (the “ Board ”) after the next annual stockholders’ meeting shall be subject to approval by the Company’s stockholders.
 
2.   Duties . (a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such position.
 
(b)           The Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on the board of directors of other entities. Notwithstanding the same, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder.
 
 
 
3.   Compensation .
 
(a)   Common Stock. The Director shall be issued, upon execution of this Agreement, Twenty-five Thousand (25,000) shares of the Company’s common stock.
 
(b)   Stock Option. During the Directorship Term (as defined below), the Director shall receive a non-qualified stock option to purchase up to Seventy-five Thousand (75,000) shares of the Company’s common stock at the Exercise Price, subject to vesting as set forth below. The “Exercise Price” for such options shall be the amount that is 100% of the fair market value per share as of the date of such grant (the “FMV”). Such options shall be exercisable for a period of five years. Such options shall vest annually in equal amounts at the rate of 6,250 shares per fiscal quarter at the end of such quarter, commencing in the quarter in which the Director enters into this Agreement, and pro-rated for the number of days the Director serves on the Board during the fiscal quarter. Thereafter the grant of options and determination of the Exercise Price shall be made by the Board of Directors or the Compensation Committee thereof, in its sole discretion. Notwithstanding the foregoing, if the Director ceases to be a member of Board at any time during the vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason), then any un-vested options shall be irrefutably forfeited.
 
(c)   Expense Reimbursements. To the extent not covered under the terms of Director’s employment with the Company, during the Directorship Term, the Company shall reimburse the Director for (i) all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses, and (ii) any costs associated with filings required to be made by the Director or any of the entities managed or controlled by Director to report beneficial ownership or the acquisition or disposition of securities of the Company.
 
4.   Directorship Term . The “ Directorship Term ,” as used in this Agreement, shall mean the period commencing on the date hereof and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur:
 
(a)   the death of the Director;
 
(b)   the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director;
 
(c)   the removal of the Director from the Board by the majority stockholders of the Company; and
 
 
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(d)   the resignation by the Director from the Board.
 
5.   Director’s Representation and Acknowledgment . The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any officer, director, employee, stockholder, representative or agent of the Company or any of their respective affiliates with regard to this Agreement.
 
6.   Director Covenants .
 
(a)   Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential, and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided , however , that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.
 
(b)   Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer (including those reasonably expected to be a customer) of the Company or otherwise had a material business relationship with the Company.
 
 
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(c)   Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 6.
 
(d)   The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 6.
 
7.   Indemnification . The Company agrees to indemnify the Director for his activities as a member of the Board as set forth in the Director and Officer Indemnification Agreement attached hereto as Exhibit A .
 
8.   Non-Waiver of Rights . The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.
 
9.   Notices . Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, overnight delivery or by registered or certified mail, postage prepaid, return receipt requested; to:
 
If to the Company:
 
Meridian Waste Solutions, Inc.
12540 Broadwell Road, Suite 2104
Milton, GA 30004
Attn: Jeffrey Cosman, Chief Executive Officer
Telephone: (678) 871-7457
Facsimile: [●]
 
 
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with a copy (which shall not constitute notice) to:
 
Lucosky Brookman LLP
101 Wood Avenue South
Woodbridge, New Jersey 08830
Attn: Scott E. Linsky, Esq.
Telephone: (732) 395-4400
Facsimile: (732) 395-4401
 
If to the Director:
 
[●]
Telephone: [●]
Facsimile: [●]
 
Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 9.
 
10.   Binding Effect/Assignment . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns, as applicable. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.
 
11.   Entire Agreement . This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.
 
12.   Severability . If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.
 
13.   Governing Law . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey, without regard to its conflict of laws rules. The parties hereto hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought in any court of the State of New Jersey (the “ New Jersey Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the New Jersey Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the New Jersey Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the New Jersey Court has been brought in an improper or inconvenient forum.
 
 
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14.   Legal Fees . The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “ Dispute ”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute; provided , however , that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.
 
15.   Modifications . Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.
 
16.   Tense and Headings . Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.
 
17.   Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
 
 
 
 
 
 
[-Signature Page Follows-]
 
 
 
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IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.
 
 
MERIDIAN WASTE SOLUTIONS, INC.
 
 
 
By:                                                    
 
Jeffrey Cosman
Chief Executive Officer
 
 
 
DIRECTOR
 
 
_______________ individually
_____________________________
[Signature page to Director Agreement]
 
 
 
 
[Signature page to Director Agreement]
 
 
EXHIBIT A
 
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
 
 
See attached.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[Exhibit A to Director Agreement]
Exhibit 10.3
 
EXECUTIVE EMPLOYMENT AGREEMENT
 
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) made as of March 11, 2016 (the “Effective Date”), by and between MERIDIAN WASTE SOLUTIONS, INC., a New York corporation, with offices at 12540 Broadwell Road, Suite 2104, Milton, Georgia 30004 (hereinafter called the “Company”), and Walter H. Hall, Jr., an individual (hereinafter called the “Executive”).
 
W I T N E S S E T H:
 
WHEREAS, the Company desires to employ the Executive to perform services for the Company, and the Executive desires to perform such services, on the terms and conditions set forth in this Agreement.
 
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
1.
EMPLOYMENT
 
The Company agrees to employ the Executive, and the Executive agrees to serve the Company in an executive capacity upon the terms and conditions hereinafter set forth.
 
2.
TERM
 
The term of this Agreement is for a period of thirty-six (36) months, beginning on the Effective Date (the “Initial Term”). This Agreement is automatically renewable for successive terms of twelve (12) months (each a “Renewal Term”). For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter collectively referred to as the “Term.” The Board shall provide Executive with written notice of non-renewal at least sixty (60) days before the end of the Term.
 
3.             COMPENSATION
 
(a) Base Salary. Beginning effective upon the Company closing on acquisitions in the aggregate amount of not less than $35,000,000 since the date hereof, the Company agrees to pay the Executive during the Term hereof a salary at the   annual rate of Three Hundred Thousand Dollars ($300,000). All salary, bonus, or other compensation payable to the Executive shall be subject to the customary withholding, FICA, medical and other tax and other employment taxes and deductions as required by federal, state and local law with respect to compensation paid by an employer to an employee. The Board of Directors and any committees thereof shall perform an annual review of Executive’s salary based on a review of Executive’s performance of his duties and the Company’s other compensation policies.
 
 
 
(b) Incentive Bonus .
(i) Cash . In addition to the foregoing salary, Executive shall be eligible for an annual cash incentive bonus (“Cash Incentive Bonus”) in the amount of One Hundred Seventy-Five Thousand Dollars ($175,000), or such other amount as shall be determined based on the review and recommendation of the Board of Directors in accordance with criteria determined by the Board of Directors. The Cash Incentive Bonus shall be payable annually in cash and/or equity, at the election of the Executive.
(ii) Equity . In addition to the foregoing, during each calendar year of this Agreement, Executive shall be entitled to an annual bonus, payable in restricted common stock of the Company in accordance with the Company’s 2016 Equity and Incentive Plan, based upon (i) acquisitions by the Company or its subsidiaries of substantially all the assets of existing businesses or of controlling interests in existing business entities (ii) equity or debt financings (collectively, the “Major Transactions”). The bonus shall be calculated as of January 15th of each year of this Agreement based upon the Major Transactions which took place in the immediately preceding calendar year. The bonus shall be calculated as follows: The dollar value of the bonus shall be calculated by multiplying the sum of the purchase prices and/or proceeds of all Major Transactions during the immediately preceding year by .02. The dollar value of such bonus shall then be divided by the average closing bid price of the common stock of the Company (the “Common Stock”) in the principal market on which the Common Stock is traded, for the five (5) consecutive trading days ending on the last trading day of the previous calendar year. The resulting calculation shall be the number of restricted common shares of the Company which shall be issued to the Executive. The calculations described above shall be made by no later than January 15th of the year following the calendar year for which the calculations are based and the shares shall be issued to the Executive within 15 days of the calculation having been completed.
(c) Equity Grant . The Company agrees to issue to Executive Two Million (2,000,000) restricted shares of the Company’s common stock (the “Initial Shares”) as of the effective date hereof, subject to the recoupment provisions set forth in Section 7(f) hereof.
 
4.             DUTIES
 
The Executive is hereby employed as President and Chief Operating Officer of the Company and shall perform the following services in connection with the general business of the Company:
 
(a)            Duties as President and Chief Operating Officer . Executive shall have such duties, responsibilities and authority as are commensurate and consistent with the positions of President and Chief Operating Officer of a company and as may, from time to time, be assigned to him by the Board of Directors or the Chief Executive Officer. Executive shall report directly to the Board of Directors and the Chief Executive Officer. During the Term, Executive shall devote his full business time and efforts to the performance of his duties hereunder, except as may be otherwise authorized by the Board. The Executive will comply and be bound by the Company’s written operating policies, procedures and practices from time to time in effect during Executive’s employment. Executive represents and warrants that he is free to enter into and fully perform this Agreement and the agreements referred to herein without breach of any agreement or contract to which he is a party or by which he is bound.
 
 
(b)            Compliance . The Executive hereby agrees to observe and comply with such reasonable rules and regulations of the Company as may be duly adopted from time to time by the Company's Chief Executive Officer and Board of Directors and otherwise to carry out and perform those orders, directions and policies stated to him from time to time, either as specified in the minutes of the proceedings of the Board of Directors of the Company or otherwise in writing that are reasonably necessary and appropriate to carry out his duties hereunder. Such orders, directions and policies shall be legal and shall be consistent with the Executive's position as President and Chief Operating Officer.
 
5.             EXTENT OF SERVICES
 
The Executive agrees to serve the Company faithfully and to the best of his ability and shall devote his full time, attention and energies to the business of the Company during customary business hours, except as may be otherwise authorized by the Board. The Executive agrees to carry out his duties in a competent and professional manner and to at all times promote the best interests of the Company. The Executive shall not , during the Term of his employment hereunder, engage in any other business, whether or not pursued for profit. Nothing contained herein shall be construed as preventing the Executive from investing in any other business or entity which is not in competition with the business of the Company. Nothing contained herein shall be construed as preventing the Executive from (1) engaging in personal business affairs and other personal matters, (2) serving on civic or charitable boards or committees, or (3) serving on the board of directors of companies that do not compete directly or indirectly with the Company, provided however, that none of such activities materially interferes with the performance of his duties under this Agreement and provided further that the Board of Directors approves of each such proposed appointment which approval shall not be unreasonably withheld.
 
6.             BENEFITS AND EXPENSES
 
During the Term, Executive shall be entitled to, and the Company shall provide, the following benefits in addition to those specified in Section 3:
 
(a)            Vacation . Beginning on March 1, 2016, the Executive shall be entitled to four (4) weeks’ vacation in each twelve (12) month period during the Term. Vacation may be taken at such time(s) as Executive may determine provided that such vacation does not interfere with the Company's business operations. The Executive must use his vacation in any event by May 31 of the year next following the year in which the vacation accrues or such vacation time shall expire. The Executive shall not be entitled to compensation for unused vacation except that, upon termination of his employment and so long as it is consistent with section 7 herein, the Company shall pay to the Executive for all of his accrued, unexpired vacation time. The Executive shall accrue 1.66 vacation days per month beginning on March 1, 2016.
 
(b)            Expense Reimbursement . The Company shall reimburse the Executive upon submission of vouchers or receipts for his out-of-pocket expenses for travel, entertainment, meals and the like reasonably incurred by him pursuant to his employment hereunder in accordance with the general policy of the Company as adopted by its Board of Directors from time to time.
 
 
 
(c)            Health Insurance . The Company shall provide the Executive with health insurance in the coverages consistent with those provided to other similarly situated executives of the Company.
 
(d)           Disability Insurance . If the Company maintains disability insurance, then   the Company shall provide a disability policy for the Executive comparable to the policies in force for other similarly situated executives in the Company.
 
(e)            Other Benefits. The Company shall provide to the Executive the same benefits it makes available to other similarly situated executives of the Company as determined from time to time by the Board of Directors.
 
7.  TERMINATION; DISABILITY; RESIGNATION; TERMINATION WITHOUT CAUSE
 
(a)            Termination for Cause . The Company shall have the right to terminate the Executive's employment hereunder:
 
(1)           For Cause upon such termination, Executive shall have no further duties or obligations under this Agreement (except as provided in Section 8) and the obligations of the Company to Executive shall be as set forth below. For purposes of this Agreement, “Cause” shall mean:
 
(A)           Executive’s indictment or conviction of a felony or any crime involving moral turpitude under federal, state or local law;
 
(B)           Executive’s failure to perform (other than as a result of Executive's being Disabled), in any material respect, any of his duties or obligations under or in accordance with this Agreement for any reason whatsoever and the Executive fails to cure such failure within ten business days following receipt of notice from the Company;
 
(C)           Executive commits any dishonest, malicious or grossly negligent act which is materially detrimental to the business or reputation of the Company, or the Company’s business relationships, provided, however, that in such event the Company shall give the Executive written notice specifying in reasonable detail the reason for the termination;
 
(D)           Any intentional misapplication by Executive of the Company’s funds or other material assets, or any other act of dishonesty injurious to the Company committed by Executive; or
 
(E)           Executive’s use or possession of any controlled substance or chronic abuse of alcoholic beverages, which use or possession the Board of Directors reasonably determines renders Executive unfit to serve in his capacity as a senior executive of the Company.
 
 
 
In the event the Company terminates the Executive's employment for cause, then the Executive shall be entitled to receive through the date of termination: (1) his base salary as defined in Section 3(a) hereof; and (2) the benefits provided in Section 6 hereof including all accrued but unpaid vacation.
 
(b)            Disability . The Company shall have the right to terminate the Executive's employment hereunder:
 
(1)           By reason of the Executive's becoming Disabled for an aggregate period of ninety (90) days in any consecutive three hundred sixty (360) day period (the “Disability Period”).
 
(A)           “Disabled” as used in this Agreement means that, by reason of physical or mental incapacity, Executive shall fail or be unable to substantially perform the essential duties of his employment with or without reasonable accommodation.
 
(B)           In the event Executive is Disabled, during the period of such disability he shall continue to receive his base compensation in the amount set forth in Section 3(a) hereof, which base compensation shall be reduced by the amount of all disability benefits he actually receives under any disability insurance program in place with the Company until the first to occur of (1) the cessation of the Disability or (2) the termination of this Agreement by the Company. During the period of Disability and prior to termination, the Executive shall continue to receive the benefits provided in Section 6 hereof.
 
(C)           For the purposes of this Section 7(b), any amounts to be paid to Executive by the Company pursuant to subsection (B) above, shall not be reduced by any disability income insurance proceeds received by him under any disability insurance policies owned or paid for by the Executive.
 
           (D)                                
If the Executive is terminated at the end of the Disability Period, then the Executive shall receive through the date of termination: (1) his base salary as defined in Section 3(a) hereof; and (2) the benefits provided in Section 6 hereof including all accrued but unpaid vacation.
 
(c)            Death . The Company's employment of the Executive shall terminate upon his death and all payments and benefits shall cease upon such date provided, however, that under this Agreement the estate of such Executive shall be entitled to receive through the date of termination (1) his base salary as defined in Section 3(a) hereof and (2) the benefits provided in Section 6 hereof including all accrued but unpaid vacation.
 
(d)            Termination by the Executive for Good Reason .
 
 
 
The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if:
 
(1)           The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated;
 
(2)           The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;
 
(3)           More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;
 
(4)            The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default.
 
  If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminated.
 
(e)            Resignation . If the Executive voluntarily resigns during the Term of this Agreement or any Renewal Term other than pursuant to Section 7(d) hereof, then all payments and benefits shall cease on the effective date of resignation, provided that under this Agreement the Executive shall be entitled to receive through the date of such resignation (1) his base salary as defined in Section 3(a) hereof and (2) the benefits provided in Section 6 hereof including all accrued but unpaid vacation.
 
(f)            Recoupment of Initial Shares . If Executive’s employment is terminated (i) by the Company for Cause, (ii) by Executive breaching this Agreement for any reason whatsoever, or (iii) by Executive without Good Reason, then the following percentages of Initial Shares shall be subject to immediate recoupment by the Company:
 
 
 
 
Termination Date
Percentage of Initial Shares Subject to Recoupment
From Effective Date through June 30, 2016
90%
July 1, 2016 through June 30, 2017
66%
July 1, 2017 through March 1, 2019
33%
 
For the avoidance of doubt, if Executive is employed under this Agreement on July 1, 2017, this Section 7(f) shall no longer be in effect and Executive’s Initial Shares shall not be subject to recoupment by the Company. In addition, this Section 7(f) shall not subject any other compensation given to the Executive under Section 3(a) or 3(b) hereof to recoupment by the Company.
 
8.            CONFIDENTIALITY; RESTRICTIVE COVENANTS; NON COMPETITION
 
(a)            Non-Disclosure of Information .
 
(1)           The Executive recognizes and acknowledges that by virtue of his position as a key executive, he will have access to the lists of the Company's vendors, suppliers, financing sources, advertisers and customers, financial records and business procedures, personnel, software, practices, plans, strategy, and other unique business information and records (collectively “Proprietary Information”), as same may exist from time to time, and that they are valuable, special and unique assets of the Company's business. The Executive also may develop on behalf of the Company a personal acquaintance with the present and potential future clients and customers of the Company, and the Executive’s acquaintance may constitute the Company’s sole contact with such clients and customers.
 
(2)           The Executive will not, without the prior written consent of the Company, during the Term of his employment or any time thereafter, except as may be required by competent legal authority or as required by the Company to be disclosed in the course of performing Executive’s duties under this Agreement, disclose trade secrets or other confidential information about the Company, including but not limited to Proprietary Information, to any person, firm, corporation, association or other entity for any reason or any purpose whatsoever or utilize such Proprietary Information for his own benefit or the benefit of any third party; .provided, however, that nothing contained herein shall prohibit the Executive from using his personal acquaintance with any clients or customers of the Company at any time in a manner that is not inconsistent with their remaining as clients or customers of the Company.
 
(3)           All equipment, records, files, memoranda, computer print-outs and data, reports, correspondence and the like, relating to the business of the Company which Executive shall use or prepare or come into contact with shall remain the sole property of the Company. The Executive shall immediately turn over to the Company all such material in Executive's possession, custody or control at such time as this Agreement is terminated.
 
(4)           “Proprietary Information” shall not include information that was a matter of public knowledge on the date of this Agreement or subsequently becomes public knowledge other than as a result of having been revealed, disclosed or disseminated by Executive, directly or indirectly, in violation of this Agreement.
 
 
 
(b)            Non-Solicitation . The Executive covenants and agrees that during the term of his employment, and for a two (2) year period immediately following the end of the Term of or earlier termination of this Agreement, regardless of the reason therefor, the Executive shall not solicit, induce, aid or suggest to: (1) any employee to leave such employ, (2) any contractor, consultant or other service provider to terminate such relationship, or (3) any customer, agency, vendor, or supplier of the Company to cease doing business with the Company.
 
(c)            Non-Competition . For purposes of this Section 8(c) the parties agree that the “business of the Company” shall be defined to refer to the solid waste industry, including hauling and landfill operations.
 
The Executive covenants and agrees that during the Term, Executive shall not engage in any activity or render service in any capacity, directly or indirectly, (whether as principal, director, officer, investor, employee, consultant or otherwise) for or on behalf of any person or persons or entity in the United States or anywhere else in the world if such activity or service directly or indirectly involves or relates to any (1) business which is in competition with the business of the Company or (2) other business acquired or begun by the Company during the period of the Executive’s employment hereunder but in the latter event only if the Executive was directly involved in the operation of such other business. It is understood and agreed that nothing herein contained shall prevent the Executive from engaging in discussions concerning business arrangements to become effective upon the expiration of the term of this covenant not to compete.
 
(d)            Enforcement . In view of the foregoing, the Executive acknowledges and agrees that it is reasonable and necessary for the protection of the good will, business, trade secrets, confidential information and Proprietary Information of the Company that he makes the covenants in this Section 8 and that the Company will suffer irreparable injury if the Executive engages in the conduct prohibited by Section 8 (a), (b) or (c) of this Agreement. The Executive agrees that upon a breach, threatened breach or violation by him of any of the foregoing provisions of this Section 8, the Company, in addition to all other remedies it may have including an action at law for damages, shall be entitled as a matter of right to injunctive relief, specific performance or any other form of equitable relief in any court of competent jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, to enjoin and restrain the Executive and each and every other person, partnership, association, corporation or organization acting in concert with the Executive, from the continuance of any action constituting such breach. The Company shall also be entitled to recover from the Executive all of its reasonable costs incurred in the enforcement of this Section 8 including its reasonable legal fees. The Executive acknowledges that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and that , should there be a violation or attempted or threatened violation by the Executive of any of the provisions contained in these subsections, the Company shall be entitled to relief by way of injunction, specific performance or other form of equitable relief. In the event that any of the foregoing covenants in Sections 8 (a), (b) or (c) shall be deemed by any court of competent jurisdiction, in any proceedings in which the Company shall be a party, to be unenforceable because of its duration, scope, or area, it shall be deemed to be and shall be amended to conform to the scope, period of time and geographical area which would permit it to be enforced.
 
 
 
(e)            Independent Covenants. The Company and the Executive agree that the covenants contained in this Section 8 shall each be construed as a separate agreement independent of any of the other terms and conditions of this Agreement, and the existence of any claim by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense by the Executive to the Company’s enforcement of any of the covenants of this Section 8.
 
9. DISCLOSURE AND ASSIGNMENT OF RIGHTS.
 
(a)            Disclosure. The Executive agrees that he will promptly assign to the Company or its nominee(s) all right, title and interest of the Executive in and to any and all ideas, inventions, discoveries, secret processes, and methods and improvements, together with any and all patents or other forms of intellectual property protection that may be obtainable in connection therewith or that may be issued thereon, such as trademarks, service marks and copyrights, in the United States and in all foreign countries, which the Executive may invent, develop, or improve or cause to be invented developed or improved, on behalf of the Company while engaged in Company related decisions, during the Term or within six (6) months after the Term or earlier termination of this Agreement, which are or were related to the scope of the Company’s business or any work carried on by the Company or to any problems and projects specifically assigned to the Executive. All works and writings which relate to the Company’s business are works for hire under the Copyright Act, and any and all copyrights therefor shall be placed in the name of and inure to the benefit of the Company.
 
(b)            Assignment of Interest. The Executive agrees to disclose immediately to duly authorized representatives of the Company any ideas, inventions, discoveries, processes, methods and improvements covered by the terms of this Section 9 and to execute, at the Company’s expense, all documents reasonably required in connection with the Company’s application for appropriate protection and registration under the federal and foreign patent, trademark, and copyright law and the assignment thereof to the Company’s nominee (s). The Executive hereby appoints the Company’s Chairman as true and lawful attorney in fact with full powers of substitution and delegation to execute acknowledge and deliver any such instruments and assignments, which the Executive shall fail or refuse to execute or deliver.
 
10.             INDEMNIFICATION .
 
The Company shall indemnify the Executive to the maximum extent permitted under the New York Business Corporation Law, or any successor thereto, and shall promptly advance any expenses incurred by the Executive prior to the final disposition of the proceeding to which such indemnity relates upon receipt from the Executive of a written undertaking to repay the amount so advanced if it shall be determined ultimately that the Executive is not entitled to indemnity under the standards set forth in the New York Business Corporation Law or its successor. The Company shall use commercially reasonable efforts to obtain and maintain throughout the Term of the employment of the Executive hereunder directors’ and officers’ liability insurance for the benefit of the Executive. The indemnification   obligations of the Company under this Section 10 shall survive the termination of the Term or of this Agreement for any reason whatsoever unless the Agreement is terminated for cause.
 
 
 
11.             NOTICES .
 
(a)           Any and all notices or other communications given under this Agreement shall be in writing and shall be deemed to have been duly given on (1) the date of delivery, if delivered in person to the addressee, (2) the next business day if sent by overnight courier, or (3) three (3) days after mailing, if mailed within the continental United States, postage prepaid, by certified or registered mail, return receipt requested, to the party entitled to receive same, at his or its address set forth below.
 
The Company:
 
Meridian Waste Solutions, Inc.
12540 Broadwell Road, Suite 2104
Milton, GA 30004
Attn: Jeffrey Cosman, CEO
 
If to the Executive:
 
Executive’s address specified above.
 
(b)           The parties may designate by notice to each other any new address for the purposes of this Agreement as provided in this Section 11.
 
12.             MISCELLANEOUS PROVISIONS
 
(a)           This agreement represents the entire Agreement between the parties and supersedes any prior agreement or understanding between them with respect to the subject matter hereof. No provision hereof may be amended, modified, terminated, or revoked except by a writing signed by all parties hereto.
 
(b)           This Agreement shall be binding upon parties and their respective heirs, legal representatives, and successors. Subject to the provisions of Section 7(d) hereof, the rights and interests of Company hereunder may be assigned to (1) a subsidiary or affiliate of the Company or (2) a successor business or successor business entity that is not a subsidiary or affiliate of the Company without the Executive's prior written consent; provided, however, that in either case the assignee continues the same business of the Company. The rights, interests and obligations of Executive are non-assignable.
 
(c)           No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party against whom the waiver is asserted, and no such waiver shall be deemed the waiver of any subsequent breach or default of the same or similar nature.
 
(d)           If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall affect only such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
 
 
 
(e)           The captions and headings contained in this Agreement are for convenience only and shall not be construed as a part of this Agreement.
 
(f)           Wherever it appears appropriate from the context, each term stated in this the singular or the plural shall include the singular and the plural.
 
(g)           The parties hereto agree that they will take such action and execute and deliver such documents as may be reasonably necessary to fulfill the terms of this Agreement.
 
(h)           The agreements and covenants set forth in Section 8 above shall survive termination or expiration of this Agreement.
 
(i)           The Executive represents and warrants that he is not subject to any prohibition or restriction, oral or written, preventing him from entering into this Agreement and undertaking his duties hereunder.
 
(j)           The Executive acknowledges that he has consulted with counsel and been advised of his rights in connection with the negotiation, execution and delivery of this Agreement including in particular Section 8 of this Agreement.
 
13.             Governing Law . The Agreement shall be construed in accordance with the laws of the State of New Jersey and any dispute under this Agreement will only be brought in the state and federal courts located in the State of New Jersey.
 
14.             Waiver of Jury Trail. THE EXECUTIVE HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF OR BETWEEN ANY PARTY HERETO . THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE COMPANY ENTERING INTO THIS AGREEMENT. THE COMPANY’S REASONABLE RELIANCE UPON SUCH INDUCEMENT IS HEREBY ACKNOWLEDGED.
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on the date first above written.
 
 
 
 
 
MERIDIAN WASTE SOLUTIONS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
  /s / Jeffrey Cosman
 
 
 
 
 
Name: Jeffrey Cosman
 
 
 
 
 
Title: Chief Executive Officer
 
 
 
 
 
 
EXECUTIVE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Walter H. Hall, Jr .
 
 
 
 
WALTER H. HALL, Jr. , an individual