Covanta Energy Corp – ‘10-K’ for 12/31/94 – EX-10

As of:  Friday, 3/31/95   ·   For:  12/31/94   ·   Accession #:  73902-95-4   ·   File #:  1-03122

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         49±   210K 
 3: EX-10       Exhibit 10.7(D)(I)                                     9±    37K 
 4: EX-10       Exhibit 10.7(E)(I)                                     9±    41K 
 5: EX-10       Exhibit 10.7(P)(Ii)                                   58±   254K 
 6: EX-10       Exhibit 10.7(U)(I)                                     2±    10K 
 7: EX-10       Exhibit 10.7(W)(I)                                    64±   276K 
 8: EX-10       Exhibit 10.7(W)(Ii)                                   50±   218K 
 9: EX-11       Statement re: Computation of Earnings Per Share        2±    10K 
10: EX-13       Annual or Quarterly Report to Security Holders        39±   162K 
11: EX-21       Subsidiaries of the Registrant                         8     38K 
12: EX-23       Consent of Experts or Counsel                          1      8K 
13: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 
 2: EX-99       Exhibit Index                                          7     30K 

EX-10   —   Exhibit 10.7(U)(I)

EXHIBIT 10.7(u)(i)                                                              

AMENDMENT               

This Amendment, dated as of December 29th, 1994, to the               
Employees' Stock Option Plan (the "Plan") of Ogden Projects, Inc.               
("OPI").                                                                        

WHEREAS, OPI has entered into an Amended and Restated                 
Agreement and Plan of Merger, dated as of September 27, 1994 (the               
"Merger Agreement"), by and among Ogden Corporation, a Delaware                 
corporation ("Ogden"), OPI Acquisition Corporation, a Delaware                  
corporation and a wholly-owned subsidiary of Ogden ("Acquisition"),             
and OPI, whereby Acquisition will merge with and into OPI (the                  
"Merger") and OPI will become a wholly-owned subsidiary of Ogden;               
and                                                                             

WHEREAS, the Merger will become effective upon the filing of          
a Certificate of Merger with the Office of the Secretary of State               
of the State of Delaware in accordance with the Delaware General                
Corporation Law (the "Effective Date"); and                                     

WHEREAS, on the Effective Date, the holders of shares of              
common stock of OPI, par value $.50 per share (the "OPI Common                  
Stock"), outstanding on the Effective Date will be entitled to                  
receive 0.84 of a share of common stock of Ogden, par value $.50                
per share (the "Ogden Common Stock"), in exchange for each                      
outstanding share of OPI Common Stock (the "Exchange Ratio"); and               

WHEREAS, Section 3.1 (d) of the Merger Agreement provides that        
upon the Effective Date, each option granted under the Plan to                  
purchase shares of OPI Common Stock which is outstanding prior to               
the Effective Date will be converted into an option to purchase                 
shares of Ogden Common Stock on the terms set forth below.                      

NOW, THEREFORE, OPI hereby amends the Plan as follows:                

1.   Conversion of Options under the Plan.   Pursuant to              
Section 3.1 (d) of the Merger Agreement, each option granted under              
the Plan to purchase shares of OPI Common Stock (the "OPI Stock                 
Options") which are outstanding immediately prior to the Effective              
Date will be converted into the right to purchase a number of                   
shares of Ogden Common Stock equal to the number of whole shares of             
Ogden Common Stock (rounded down to nearest whole number) into                  
which the number of shares of OPI Common Stock subject to such OPI              
Stock Option immediately prior to the Effective Date would have                 
been converted, had they been converted in the Merger, at an option             
price per share equal to the option price per share immediately                 
prior to the Effective Date divided by the Exchange Ratio.                      
Fractional shares of Ogden Common Stock will not be issuable upon               
the exercise of such options; any fractions will be rounded down to             
the nearest whole number.  No options, other than OPI Stock Options             
which are outstanding immediately prior to the Effective Date, may              
be granted under the Plan on or after the Effective Date.                       

2.   Except as set forth above, each OPI Stock Option that is         
outstanding immediately prior to the Effective Date will otherwise              
be exercisable upon the same terms and conditions as set forth in               
each option agreement relating to such OPI Stock Option.                        

IN WITNESS WHEREOF, the undersigned has caused this Amendment         
to be executed as of the day and year first above written and                   
certifies that the provisions of this Amendment, as set forth in                
the Merger Agreement, were unanimously approved by the Board of                 
Directors of OPI on September 27, 1994.                                         

          OGDEN PROJECTS, INC.

          By: /s/J.L. Effinger
                         J. L. Effinger, Assistant
         Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/31/95		10-Q
For Period End:		12/31/94		11-K
		9/27/94
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