Executive's Name:___________________________
Date:______________, 1998
AMENDMENT
TO
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
THIS AMENDMENT ("Amendment"), dated as of the date set forth
above, supplements and amends the Key Employment and Severance Agreement,
dated August 15, 1995 ("Agreement"), by and between SUPERIOR SERVICES,
INC., a Wisconsin corporation ("Company"), and the named executive set
forth above ("Executive"). All defined terms used herein and not defined
shall have the same meaning as in the Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 19 of the Agreement, the Executive
and the Company desire to supplement and amend the Agreement as
specifically set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements herein set forth, and for other valuable
consideration, the parties hereto covenant and agree as follows:
1. Section 1(h) of the Agreement is hereby amended and
restated to read in its entirety as follows:
"(h) Discretionary Termination. For purposes of this
Agreement, 'Discretionary Termination' means the
determination by the Executive at any time during the
ninety (90) day period commencing on and then after the
occurrence of a Change in Control of the Company, as
evidenced by the Executive's delivery to the Company of a
Notice of Termination during such period (including
simultaneously with the occurrence of a Change in Control
of the Company), to terminate his employment hereunder for
any reason whatsoever in his sole discretion, with or
without good faith."
2. The first paragraph of Section 1(o) of the Agreement is
hereby amended and restated to read in its entirety as follows:
"(o) Termination Date. For purposes of this Agreement,
except as otherwise provided in Section 10(b) and Section
17(a) hereof or as set forth below, the term 'Termination
date' means (i) if the Executive's employment is terminated
by the Executive's death, the date of death; (ii) if the
Executive's employment is terminated by reason of voluntary
early retirement, as agreed in writing by the Company and
the Executive, the date of such early retirement which is
set forth in such written agreement; (iii) if the
Executive's employment is terminated by reason of
disability pursuant to Section 12 hereof, the earlier of
thirty (30) days after the Notice of Termination is given
or one day prior to the end of the Employment period; (iv)
if the Executive's employment is terminated by the
Executive voluntarily (other than for Good Reason), the
date the Notice of Termination is given; (v) if the
Executive's employment is terminated by the Executive
voluntarily pursuant to a Discretionary Termination, the
Termination Date for purposes of the payment of a
Termination Payment under Section 9(b) hereof shall be the
date the Notice of Termination is given to the Company, but
for any and all other purposes (including for all purposes
under all of the Executive's stock option agreements with
the Company), the effective Termination Date for employment
termination hereunder and for all other purposes shall be
such date as is specified by the Executive in his Notice of
Termination, provided that such specified date shall not be
more than ninety (90) days after the date of the Change in
Control of the Company; and (vi) if the Executive's
employment is terminated by the Company (other than by
reason of disability pursuant to Section 12 hereof) or by
the Executive for Good Reason, the earlier of thirty (30)
days after the Notice of Termination is given or one day
prior to the end of the Employment Period. Notwithstanding
the foregoing, ..." [Remainder of existing Section 1(o) to
remain as written in Agreement.]
3. The first paragraph of Section 9(b) of the Agreement shall
be amended and restated in its entirety as follows:
"(b) Termination Payment. The Termination Payment shall be
an amount equal to the average of the Executive's annual
total compensation reportable by the Company on Form W-2
(i.e., base salary plus bonus amounts and all other taxable
compensation) over the five (5) fiscal years of the Company
immediately prior to the Change in Control of the Company
(with such compensation annualized for any initial partial
year of employment) multiplied by three (3); provided that
if the Executive has been employed by the Company for less
than three (3) years, then the Termination Payment shall be
an amount equal to the highest amount of the Executive's
annual total compensation for any year during the period of
his employment by the Company prior to the Change in
Control of the Company multiplied by three (3). Except as
otherwise provided herein, the Termination Payment shall be
paid to the Executive in cash no later than ten (10)
business days after the Termination Date; provided,
however, the Termination Payment shall be paid to the
Executive immediately upon receipt by the Company of a
Notice of Termination relating to a Discretionary
Termination (regardless of any differing effective date of
the Executive's employment termination). The Executive
shall not be required to mitigate the amount of the
Termination Payment by securing other employment or
otherwise, nor will such Termination Payment be reduced by
reason of the Executive securing other employment or for
any other reason.
[Remainder of Section 9(b) shall remain as written in the
Agreement.]
4. Except as specifically set forth above, all other terms and
conditions of the Agreement shall continue in full force and effect,
unaffected by this Amendment. This Amendment shall be effective for all
purposes immediately as of the date first written above.
IN WITNESS WHEREOF, the Executive and the Company have set their
hands hereto as of the date above.
SUPERIOR SERVICES, INC.
___________________________ By:____________________________________
Executive ▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman of the Board