Preview | Consulting Agreement |

This Agreement is entered into by and between Charles E. Leonard (hereinafter ?Employee? or ?Consultant?) and Casella Waste Systems, Inc., and its subsidiaries and affiliates (collectively hereinafter, the ?Company?) and arises out of the Employee?s termination from employment effective January 31, 2008 (?Separation Date?).

WHEREAS, the Company and Employee are parties to that certain employment agreement dated as of June 18, 2001 (the ?Employment Agreement?), which, among other matters, provided for Severance Payments and Benefits (?Severance Payments?) to be available to Employee should pursuant to Section 4.3.2, the Employee?s employment be terminated for other than ?Cause? as defined in the Employment Agreement; and

WHEREAS, the Company has elected to terminate Employee?s employment for other than Cause, and Company intends to make Severance Payments to Employee, and Employee is desirous of receiving such Severance Payments, and of providing a General Release in consideration therefor.

WHEREAS, the Company is desirous of receiving, and Employee is desirous of providing, consulting services (?Consulting Services?) through the Separation Date up to and including April 30, 2009 (the ?Termination Date?).

NOW THEREFOR, in consideration of the foregoing premises, and the mutual conditions, promises and covenants contained herein, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Severance Payments. In accordance with the terms of the Employment Agreement, and to assist the Employee in transitioning to a new position and in exchange for the Employee?s good faith transitional assistance, including, but not limited to, remaining employed by the Company through the Separation Date, and providing Consulting Services thereafter through the Termination Date, and his execution of this Severance Agreement including the waiver and General Release of claims that it contains, the Company shall provide the Employee with the Severance Payments set forth in this Section 1 of this Agreement and Section 4.3.2 of the Employment Agreement.

1.1 Severance. In consideration for the waiver and General Release herein contained and for Employee?s employment through the Separation Date, and Consulting Services through the Termination Date, the Company shall pay Employee one and one quarter times (15 months) the highest Base Salary that was paid to the Employee prior to Employee?s Separation Date hereunder. Severance shall be disbursed to Employee in accordance with the payment schedule (bi-weekly) that was in effect immediately prior to the Separation Date, less any Federal and State taxes, or other withholdings for personal benefits, as are due by Employee. The Severance will begin on the Company?s first customary payroll date after the Separation Date.

1.2 Acceleration Payment. Further in consideration for the waiver and General Release herein contained, the Company shall also provide Employee with an Acceleration Payment (as defined in the Employment Agreement) equal to cash in the collective amount of any Base Salary due the Employee prior to the Separation Date, any Bonus which Employee may have accrued but is unpaid prior to the Separation Date, and any vacation accrued but unpaid prior to the Separation Date. The Acceleration Payment shall be made within fifteen (15) days after the Separation Date.

1.3 Severance Benefits. Also in consideration for the waiver and General Release herein contained, and the Consulting Services and Employment through the Separation Date, the Company shall continue to make available to Employee during and through the Separation Date, and to the extent allowed for pursuant to each benefit plan, the benefits described in Section 3.4 of the Employment Agreement. In particular, effective as of the last to occur of the expiration of the Revocation Period or the Separation Date, Employee shall continue receiving group medical insurance pursuant to the Federal ?COBRA? law, 29 U.S.C. ? 1161 et seq., all premium costs to be paid by the Company on behalf of the Employee for a fifteen (15) month period. After the fifteen (15) month period, and on a monthly basis for as long as, and to the extent that, the Employee remains eligible for COBRA continuation, the Employee will pay all COBRA premium costs. In any event, the Employee shall consult the COBRA materials to be provided by the Company for details regarding coverage and costs and is responsible for making a timely COBRA election.

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