AMENDED AND RESTATED EMPLOYMENT AGREEMENT - Kevin E. Benson
                                                                    EXHIBIT 99.1
 
THIS AGREEMENT MADE EFFECTIVE THE 1ST DAY OF AUGUST, 2006.
 
Between:
 
         Laidlaw International, Inc., a Delaware corporation ("Laidlaw")
 
and
 
                        Kevin E. Benson (the "Executive")
 
WHEREAS, Laidlaw desires to employ the Executive and the Executive desires to be
employed by Laidlaw;
 
WHEREAS, Laidlaw and Executive entered into an Employment Agreement dated
September 16, 2002, as amended on August 20, 2004, ("Initial Employment
Agreement") and Change of Control Agreement dated, September 18, 2002 (the "Old
Agreements"); and
 
WHEREAS, Laidlaw and Executive intend to amend and restate the Initial
Employment Agreement and replace the Change of Control Agreement with this
Agreement.
 
NOW THEREFORE, the parties have agreed that the terms and conditions of the
relationship shall be as follows:
 
ARTICLE 1 -- DEFINITIONS
 
Whenever used in this Agreement, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word is
capitalized:
 
(a)   "Accrued Obligations" means any unpaid amounts with respect to (i) the
      Executive's Base Salary through the Date of Termination, (ii) any Annual
      Bonus or other incentive compensation that the Executive may have earned
      pursuant to the terms of any applicable incentive compensation or bonus
      plan of Laidlaw with respect to any fiscal year or other performance
      period completed prior to the Date of Termination, (iii) reimbursement for
      any properly incurred, unreimbursed business expenses incurred prior to
      termination in accordance with Laidlaw's business reimbursement policy
      applicable to the Executive prior to the Date of Termination and (iv)
      payments and benefits under the employee benefit and incentive plans and
      perquisite programs of Laidlaw, in accordance with the respective terms of
      those plans and perquisite programs.
 
(b)   "Agreement" means this employment agreement, as amended from time to time.
 
(c)   "Annual Bonus" means the annual bonus under Laidlaw's Short Term Incentive
      Plan or any successor annual incentive plan.
 
(d)   "Base Salary" means the salary of record paid to the Executive as annual
      salary, and as further indicated in Section (a) of Article 4.
 
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(e)   "Board" means the Board of Directors of Laidlaw.
 
(f)   "Cause" means:
 
      (i)   the continuous and willful failure or refusal by the Executive to
            perform the Executive's material duties and responsibilities of his
            position with Laidlaw (other than any such failure resulting from
            the Executive's incapacity due to physical or mental illness), which
            has not ceased within twenty (20) days after a written demand for
            substantial performance is delivered to the Executive by Laidlaw,
            which demand identifies with particularity the manner in which
            Laidlaw believes that the Executive has not performed such duties;
 
      (ii)  Executive's willful malfeasance or willful misconduct in connection
            with Executive's duties hereunder or any willful act or willful
            omission, including a willful failure to abide by the Laidlaw
            International, Inc. Code of Business Conduct and Ethics, which is
            materially injurious to the financial condition or business
            reputation of Laidlaw or any significant Subsidiary;
 
      (iii) the Executive's commission of an act of fraud, embezzlement or theft
            in connection with the Executive's duties or in the course of his
            employment with Laidlaw or any Subsidiary;
 
      (iv)  the conviction of the Executive of, or the entering of a plea of
            nolo contendere by, the Executive with respect to a felony; or
 
      (v)   Executive's breach of the provisions of Article 7 of this Agreement.
 
      For purposes of this Section (f) and Article 17, no act or omission by the
      Executive shall be considered "willful" unless it is done or omitted in
      bad faith or without reasonable belief that the Executive's action or
      omission was in the best interests of Laidlaw. Any act, or failure to act,
      based upon authority given pursuant to a resolution duly adopted by the
      Board or based upon the advice of counsel for Laidlaw shall be
      conclusively presumed to be done, or omitted to be done, in good faith and
      in the best interests of Laidlaw. A termination of employment shall not be
      deemed to be for Cause unless prior to such termination the Executive
      shall have received a copy of a resolution duly adopted by the affirmative
      vote of not less than a majority of the disinterested membership of the
      Board at a meeting of such Board called and held for such purpose (after
      reasonable notice is provided to the Executive and the Executive is given
      an opportunity to be heard before such Board), finding that, in the good
      faith opinion of the Board, the Executive is guilty of the conduct
      described in Subsection (i), (ii), (iii), (iv) or (v) of this Section (f)
      above.
 
(g)   "Change in Control" means the occurrence during the term of this Agreement
      of any of the following events:
 
      (i)   the acquisition by any individual, entity or group (within the
            meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
            "Person") of beneficial ownership
 
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            (within the meaning of Rule 13d-3 promulgated under the Exchange
            Act) of fifty percent (50%) or more of the then-outstanding Voting
            Stock; provided, however, that the following acquisitions shall not
            constitute a Change in Control: (A) any acquisition directly from
            Laidlaw, (B) any acquisition by Laidlaw, (C) any acquisition by any
            employee benefit plan (or related trust) sponsored or maintained by
            Laidlaw or any Subsidiary, or (D) any acquisition by any Person
            pursuant to a transaction that complies with clauses (A), (B) and
            (C) of Subsection (iii) of this Section (g);
 
      (ii)  individuals who, as of the date hereof, constitute the Board (the
            "Incumbent Board") cease for any reason (other than death or
            disability) to constitute at least a majority of the Board;
            provided, however, that any individual becoming a director
            subsequent to the date hereof whose election, or nomination for
            election by Laidlaw's stockholders, was approved by a vote of at
            least a majority of the directors then comprising the Incumbent
            Board (either by a specific vote or by approval of the proxy
            statement of Laidlaw in which such person is named as a nominee for
            director, without objection to such nomination) shall be considered
            as though such individual were a member of the Incumbent Board, but
            excluding for this purpose, any such individual whose initial
            assumption of office occurs as a result of an actual or threatened
            election contest (within the meaning of Rule 14a-11 of the Exchange
            Act) with respect to the election or removal of directors or other
            actual or threatened solicitation of proxies or consents by or on
            behalf of a Person other than the Board;
 
      (iii) consummation of a reorganization, merger or consolidation or sale or
            other disposition of all or substantially all of the assets of
            Laidlaw (a "Business Combination"), unless, in each case,
            immediately following such Business Combination, (A) all or
            substantially all of the individuals and entities who were the
            beneficial owners of Voting Stock of Laidlaw immediately prior to
            such Business Combination beneficially own, directly or indirectly,
            more than fifty percent (50%) of the then outstanding shares of
            common stock and the combined voting power of the then outstanding
            voting securities entitled to vote generally in the election of
            directors of the entity resulting from such Business Combination
            (including, without limitation, an entity which as a result of such
            transaction owns Laidlaw or all or substantially all of Laidlaw's
            assets either directly or through one or more subsidiaries) in
            substantially the same proportions relative to each other as their
            ownership, immediately prior to such Business Combination, of the
            Voting Stock of Laidlaw, (B) no Person (excluding any entity
            resulting from such Business Combination or any employee benefit
            plan (or related trust) sponsored or maintained by Laidlaw, any
            Subsidiary or such entity resulting from such Business Combination)
            beneficially owns, directly or indirectly, fifteen percent (15%) or
            more of the then outstanding shares of common stock of the entity
            resulting from such Business Combination or the combined voting
            power of the then outstanding voting securities of such entity
            except to the extent such ownership existed prior to the Business
            Combination, and (C) at least a majority of the members of the board
            of directors of the entity resulting from such Business Combination
            were members of the Incumbent Board at the time of the
 
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            execution of the initial agreement or of the action of the Board
            providing for such Business Combination; or
 
      (iv)  approval by the stockholders of Laidlaw of a complete liquidation or
            dissolution of Laidlaw.
 
(h)   "Code" means the Internal Revenue Code of 1986, as amended.
 
(i)   "Committee" means the Human Resources and Compensation Committee of
      the Board.
 
(j)   "Date of Termination" has the meaning ascribed to such term in Section (e)
      of Article 6
 
(k)   "Effective Date" means the date first above written.
 
(l)   "Employee Benefits" means the perquisites, benefits and service credit for
      benefits as provided under any and all employee retirement income and
      welfare benefit policies, plans, programs or arrangements in which the
      Executive is entitled to participate, including, without limitation, any
      stock option, performance share, performance unit, stock purchase, stock
      appreciation, savings, pension, supplemental executive retirement, or
      other retirement income or welfare benefit, compensation, incentive
      compensation, group or other life, health, medical/hospital or other
      insurance (whether funded by actual insurance or self-insurance by Laidlaw
      or a Subsidiary), salary continuation, expense reimbursement and other
      employee benefit policies, plans, programs or arrangements.
 
(m)   "Exchange Act" means the Securities Exchange Act of 1934.
 
(n)   "Executive" means Kevin E. Benson.
 
(o)   "Good Reason" means the occurrence of one or more of the following events
      (regardless of whether any other reason, other than Cause, for such
      termination exists or has occurred, including, without limitation, other
      employment):
 
      (i)   With respect to the two (2) year period commencing on a Change in
            Control, the failure to elect or reelect or otherwise to maintain
            the Executive in the office or the position, or a substantially
            equivalent office or position, of or with Laidlaw and/or a
            Subsidiary (or any successor thereto by operation of law of or
            otherwise), as the case may be, which the Executive held immediately
            prior to a Change in Control, or the removal of the Executive as a
            director of Laidlaw and/or a Subsidiary (or any successor thereto)
            if the Executive shall have been a director of Laidlaw and/or a
            Subsidiary immediately prior to the Change in Control;
 
      (ii)  With respect to the two (2) year period commencing on a Change in
            Control, (A) a significant adverse change in the nature or scope of
            the authorities, powers, functions, responsibilities or duties
            attached to the position with Laidlaw and any Subsidiary which the
            Executive held immediately prior to the Change in Control, (B) a
            reduction in the aggregate of the Executive's Base Salary received
            from Laidlaw and any Subsidiary or the Executive's Incentive Pay
            opportunity from Laidlaw or its Subsidiaries, or (C) the termination
            or denial of the Executive's
 
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            rights to Employee Benefits or a reduction in the scope or value
            thereof to a level that is substantially lower in the aggregate from
            the level in effect at the time of the Change in Control, any of
            which is not remedied by Laidlaw within ten (10) calendar days after
            receipt by Laidlaw of written notice from the Executive of such
            change, reduction, denial or termination, as the case may be;
 
      (iii) The liquidation, dissolution, merger, consolidation or
            reorganization of Laidlaw or transfer of all or substantially all of
            its business and/or assets, unless the successor or successors (by
            liquidation, merger, consolidation, reorganization, transfer or
            otherwise) to which all or substantially all of its business and/or
            assets have been transferred (by operation of law or otherwise)
            assumes all duties and obligations of Laidlaw under this Agreement
            pursuant to Section (a) of Article 14;
 
      (iv)  Laidlaw relocates its principal executive offices (if such offices
            are the principal location of the Executive's work), or requires the
            Executive to have his principal location of work changed, to any
            location that, in either case, increases the Executive's commute to
            work by more than fifty (50) miles without, his prior written
            consent; or
 
      (v)   Without limiting the generality or effect of the foregoing, any
            material breach of this Agreement by Laidlaw or any successor
            thereto which is not remedied by Laidlaw within ten (10) calendar
            days after receipt by Laidlaw of written notice from the Executive
            of such breach.
 
(p)   "Laidlaw" means Laidlaw International Inc., a Delaware corporation.
 
(q)   "Notice of Termination" has the meaning ascribed to such term in Section
      (d) of Article 6.
 
(r)   "Retirement Plans" means the retirement income, supplemental executive
      retirement, excess benefits and retiree medical, life and similar benefit
      plans, programs or arrangements of Laidlaw or a Subsidiary in which the
      Executive is entitled to participate.
 
(s)   "Subsidiary" means an entity in which Laidlaw directly or indirectly
      beneficially owns fifty percent (50%) or more of the outstanding Voting
      Stock.
 
(t)   "Target Bonus" has the meaning ascribed such term in Section (b) of
      Article 4.
 
(u)   "Voting Stock" means securities entitled to vote generally in the election
      of directors.
 
ARTICLE 2 -- TERM OF THE AGREEMENT
 
The term of this Agreement shall commence on the Effective Date and shall
continue until terminated in accordance with the provisions of this Agreement.
 
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ARTICLE 3 -- TITLE; COMMENCEMENT OF EMPLOYMENT; REPORTING
 
The Executive shall serve as the President and Chief Executive Officer of
Laidlaw. The Executive shall report to the Board.
 
ARTICLE 4 -- COMPENSATION
 
(a)   Unless otherwise provided, all dollar amounts set forth in this Agreement
      shall be in United States Dollars. The Base Salary of the Executive for
      his services is established by the Committee at the annualized rate of
      Seven Hundred Thousand Dollars ($700,000.00). The Base Salary shall be
      payable twice monthly on the fifteenth business day and the last business
      day of each month. The Base Salary shall be reviewed annually during
      Laidlaw's normal review period. The review will be undertaken by assessing
      the Executive's achievement of the overall objectives established by the
      Committee in consultation with the Executive and with regard to the market
      rates of remuneration paid for similar duties and responsibilities. As a
      result of such review, the Executive's Base Salary may be increased, but
      not decreased.
 
(b)   The Executive will be eligible to participate in and be eligible to
      receive an Annual Bonus under Laidlaw's Short Term Incentive Plan or any
      successor plan or program. For each fiscal year of Laidlaw, the
      Executive's target bonus shall be no less than one hundred percent (100%)
      of Base Salary (the "Target Bonus") and the maximum bonus shall be no less
      than two hundred percent (200%) of Base Salary. The Executive's right to
      receive any bonus under Laidlaw's Short Term Incentive Plan shall be
      determined based upon measurements established by the Committee after
      consultation with the Executive and as set forth in accordance with
      Laidlaw's Short Term Incentive Plan.
 
(c)   The Executive shall participate in the Supplemental Executive Retirement
      Plan sponsored by Laidlaw for the benefit of its employees.
 
(d)   Subject to approval by the Committee, the Executive will be eligible to
      receive equity or equity based grants from time to time. Such grants will
      be on terms and conditions established by the Committee in accordance with
      the Laidlaw International, Inc. Amended and Restated 2003 Equity and
      Performance Incentive Plan or any successor plan.
 
ARTICLE 5 -- BENEFITS
 
(a)   AUTOMOBILE
 
      Laidlaw will provide the Executive with a monthly allowance of One
      Thousand, Two Hundred Dollars ($1,200.00) for expenses incurred by the
      Executive for an automobile and its related operating expenses. Laidlaw
      shall also reimburse the Executive for reasonable gas and insurance
      expenses as incurred, provided that the Executive provides to Laidlaw an
      itemized written account and receipts acceptable to Laidlaw.
 
(b)   EXPENSES
 
      It is understood and agreed that the Executive will incur expenses in
      connection with his duties under this Agreement, including, but not
      limited to, travel expenses, home
 
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      facsimile expenses, personal computer expenses and telephone expenses.
      Laidlaw shall reimburse the Executive for any such expenses provided that
      the Executive provides to Laidlaw an itemized written account and receipts
      acceptable to Laidlaw.
 
(c)   VACATION
 
      The Executive shall be entitled to five (5) weeks vacation during each
      calendar year. The vacation shall be taken at the discretion of the
      Executive with the understanding that the Executive will take into account
      business needs and operations in scheduling vacation. All vacation earned
      must be taken by the end of the calendar year following accrual or it is
      forfeited.
 
(d)   WELFARE BENEFITS
 
      The Executive shall be entitled to those welfare benefit coverages as are
      offered by Laidlaw to its employees generally (such as medical insurance,
      dental insurance, short and long-term disability insurance and group term
      life insurance), all in accordance with the employee benefit plans and
      policies maintained by Laidlaw or a Subsidiary for the benefit of
      employees of Laidlaw, and as amended from time to time.
 
(e)   CLUB MEMBERSHIP
 
      Laidlaw will reimburse the Executive for up to Fifty Thousand Dollars
      ($50,000.00) of expenses incurred by the Executive for the initial
      membership fees associated with joining one business club and one
      recreational club that the Executive will use in connection with Laidlaw's
      business. Laidlaw will also reimburse the Executive for ongoing annual
      dues and business-related expenses incurred by the Executive in connection
      with the Executive's membership in such business club and recreational
      club.
 
(f)   PROFESSIONAL EXPENSES
 
      Laidlaw will reimburse the Executive for up to Ten Thousand Dollars
      ($10,000.00) annually for expenses incurred by the Executive in connection
      with the Executive's tax preparation and financial planning.
 
(g)   CHANGE IN CONTROL VESTING
 
      Upon a Change in Control, and notwithstanding any provision to the
      contrary in any applicable plan, program or agreement, upon the occurrence
      of a Change in Control, all equity incentive awards held by the Executive
      shall become fully vested and all stock options held by the Executive
      shall become fully exercisable.
 
ARTICLE 6 -- TERMINATION OF EMPLOYMENT
 
(a)   The parties understand and agree that this Agreement and the Executive's
      employment hereunder may be terminated in the following manner in the
      specified circumstances:
 
      (i)   The Executive's employment hereunder shall automatically terminate
            upon the death of the Executive.
 
      (ii)  By Laidlaw, if, as a result of the Executive's incapacity due to
            physical or mental illness which is expected to be of more than a
            brief duration, the Executive has been unable to perform the
            essential functions of his job for one hundred eighty
 
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            (180) days (whether or not consecutive) during any period of
            eighteen (18) consecutive months ("Disability"), and no reasonable
            accommodation can be made that will allow Executive to perform the
            essential functions of his position with Laidlaw. Upon such
            termination, the Executive shall be entitled to the same severance
            benefits and payments described in Subsection (v) or (vi), as
            applicable, as if such termination was a termination by Laidlaw
            without Cause.
 
      (iii) By the Executive, at any time, for any reason. Laidlaw may waive
            notice required by Section (d) of this Article 6, in whole or in
            part, upon immediate payment to the Executive of the Executive's
            Base Salary for such portion of notice period as is waived by
            Laidlaw. If such termination is for Good Reason, then unless the
            provisions of Subsection (vi) apply, the Executive shall be entitled
            to the same payments and benefits as provided in Subsection (v) for
            terminations by Laidlaw without Cause. If such termination is for
            any other reason, Laidlaw shall pay to the Executive the Accrued
            Obligations.
 
      (iv)  By Laidlaw, in its absolute discretion, without any pay in lieu of
            notice, for Cause. Upon such termination, Laidlaw shall pay to the
            Executive the Accrued Obligations.
 
      (v)   By Laidlaw, in its absolute discretion and for any reason, without
            Cause. Upon such termination, unless the provisions of Subsection
            (vi) hereof apply, Laidlaw shall (A) continue to pay the Executive
            his Base Salary in effect at the time of such termination for a
            period of twenty-four (24) months following such termination, (B)
            pay the Executive a monthly amount equal to one-twelfth of the
            Executive's Target Bonus in effect at the time of Executive's
            termination of employment for a period of twenty-four (24) months
            following such termination, (C) continue to provide the Executive
            term life insurance for a period of twenty-four (24) months after
            termination, or, if such benefits cannot be provided by Laidlaw,
            Laidlaw shall pay to the Executive an equivalent lump sum cash
            amount in lieu of such benefits, (D) continue to provide the
            Executive (and his eligible dependents) with the opportunity to
            continue to participate in its group medical and dental benefits
            (with such continuation being counted towards any required COBRA
            continuation period), at the Executive's sole expense based on COBRA
            rates charged from time to time; provided, however, that Laidlaw
            shall pay to the Executive over the twenty-four (24) month period an
            amount equal to the full COBRA cost of such coverage, and (E) pay to
            the Executive the Accrued Obligations. Notwithstanding the
            foregoing, if the Executive is a "specified employee" within the
            meaning of Code Section 409A at the Date of Termination, then
 
            (I)   the total amount which would have been payable to the
                  Executive over the twenty-four (24) month period pursuant to
                  this Subsection (v) shall instead be paid to the Executive in
                  equal monthly amounts over the period commencing on the Date
                  of Termination and ending no later than the first day of the
                  third month following the later of (X) the calendar year in
                  which the Date of Termination occurred and (Y) the fiscal year
                  of Laidlaw
 
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                  in which the Date of Termination occurred, if such payments
                  would not be subject to Code Section 409A, or
 
            (II)  if the payments specified in Clause (I) would be subject to
                  Code Section 409A, then such payments shall be paid in the
                  manner set forth above without regard to Clause (I) hereof,
                  but payments which would otherwise have been made during the
                  first six (6) months following the Date of Termination, shall
                  be withheld and paid to the Executive during the seventh month
                  following the Date of Termination, increased for interest as
                  provided in Section (b) hereof.
 
      (vi)  In the event that during the two (2) year period commencing on the
            date of a Change in Control, Laidlaw terminates the Executive's
            employment without Cause or the Executive terminates employment for
            Good Reason, Laidlaw shall pay to the Executive the amounts
            described in Annex A within five (5) business days after the Date of
            Termination and shall provide to the Executive the benefits
            described on Annex A for the periods described therein.
            Notwithstanding the foregoing, in the event that the Executive is at
            the Date of Termination a "specified employee" within the meaning of
            Code Section 409A, payment to the Executive shall be made within
            five (5) days following the expiration of six (6) months from the
            Date of Termination, and not before such six (6) month period, if
            necessary to avoid adverse tax consequences to the Executive under
            Code Section 409A.
 
(b)   Without limiting the rights of the Executive at law or in equity, in the
      event it is determined that Laidlaw fails to make any payment or provide
      any benefit required to be made or provided under Section (a) hereof on a
      timely basis, Laidlaw shall pay interest on the amount or value thereof at
      an annualized rate of interest equal to the so-called composite "prime
      rate" as quoted from time to time during the relevant period in The Wall
      Street Journal. Any change in such prime rate shall be effective on and as
      of the date of such change. In addition, if any payment described in
      Subsection (v) or (vi) of Section (a) hereof by Laidlaw subjects the
      Executive to the excise tax under Code Section 409A on such payment,
      Laidlaw shall pay on the Executive's behalf to the applicable taxing
      authorities, an amount which, after payment of all state, local and
      federal income and employment taxes which may be due on such payment
      (calculated at the highest marginal rates), is equal to the excise tax
      under Code Section 409A which arose as a result of Laidlaw's delay or
      acceleration in making such payment.
 
(c)   In order to receive the entitlement under Subsection (vi) of Section (a)
      hereof, or Clauses (A), (B) and (C) of Subsection (v) of Section (a)
      hereof (whether such termination is by the Executive for Good Reason or by
      Laidlaw without Cause), the Executive must undertake to sign a release in
      a form satisfactory to Laidlaw, fully releasing Laidlaw from further
      claims upon payment of the amounts stipulated herein and must not revoke
      such release. However, the form of release shall not require that the
      Executive give up any rights of indemnity which the Executive may have had
      against Laidlaw for acts carried out by the Executive in the ordinary
      course of Laidlaw's business, nor shall it require the release of the
      benefits under this Agreement payable due to or after the Executive's
      termination of employment. Laidlaw may withhold payment of such amount
      until the
 
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      period during which the Executive may revoke such waiver (normally seven
      (7) days) has elapsed.
 
(d)   Any purported termination of the Executive's employment by Laidlaw or by
      the Executive shall be communicated by written Notice of Termination to
      the other party hereto in accordance with Article 15. "Notice of
      Termination" shall mean a notice that shall indicate the specific
      termination provision in this Agreement relied upon and shall set forth in
      reasonable detail the facts and circumstances claimed to provide a basis
      for termination of the Executive's employment under the provision so
      indicated.
 
(e)   "Date of Termination" shall mean (i) if the Executive's employment is
      terminated because of death, the date of the Executive's death, (ii) if
      the Executive's employment is terminated for Disability, the date Notice
      of Termination is delivered to the Executive following a determination
      that Disability exists pursuant to the provisions of this Agreement, (iii)
      if the Executive's employment is terminated by Laidlaw for any other
      reason other than Disability or for Cause or if the Executive terminates
      employment for Good Reason, the date specified in the Notice of
      Termination which shall not be less than thirty (30) days from the date
      such Notice of Termination is given, (iv) if the Executive's employment is
      terminated by Laidlaw for reasons of Cause, immediately upon delivery of
      the Notice of Termination and the expiration of any cure period provided
      under Section (d) of Article I, and (v) if the Executive's employment is
      terminated by the Executive pursuant to Subsection (iii) of Section (a) of
      this Article for reasons other than Good Reason, the date specified in the
      Notice of Termination which shall not be less than ninety (90) days from
      the date such Notice of Termination is given.
 
(f)   Any termination of employment of the Executive or the removal of the
      Executive from the office or position in Laidlaw or any Subsidiary that
      occurs (i) not more than ninety (90) days prior to the date on which a
      Change in Control occurs, and (ii) following the commencement of any
      discussion with a third person that ultimately results in a Change in
      Control, shall be deemed to be a termination or removal of the Executive
      within the two (2) year period commencing on a Change in Control for
      purposes of this Agreement and the term of this Agreement shall be deemed
      to have been extended until such Change in Control solely for purposes of
      determining any payments due to the Executive as a result of such
      termination.
 
ARTICLE 7 -- RESTRICTIVE COVENANTS
 
(a)   Ownership and Protection of Proprietary Information.
 
      (i)   "Confidential Information" means data and information relating to
            the business of Laidlaw (which does not rise to the status of a
            Trade Secret) which is or has been disclosed to the Executive or of
            which the Executive became aware as a consequence of or through his
            employment relationship to Laidlaw and which has value to Laidlaw or
            its Subsidiaries and is not generally known to its competitors.
            Confidential Information shall not include any data or information
            that has been voluntarily disclosed to the public by Laidlaw or its
            Subsidiaries (except where such public disclosure has been made by
            the Executive without authorization) or
 
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            that has been independently developed and disclosed by others, or
            that otherwise enters the public domain through lawful means.
 
      (ii)  "Trade Secrets" means information including, but not limited to,
            technical or non-technical data, formulas, patterns, compilations,
            programs, devices, methods, techniques, drawings, processes,
            financial data, financial plans, or product plans which (i) derives
            economic value, actual or potential, from not being generally known
            to, and not being readily ascertainable by proper means by, other
            persons who can obtain economic value from its disclosure or use,
            and (ii) is the subject of efforts that are reasonable under the
            circumstances to maintain its secrecy.
 
      (iii) Confidentiality. All Confidential Information and Trade Secrets and
            all physical embodiments thereof received or developed by the
            Executive while employed by Laidlaw are confidential to and are and
            will remain the sole and exclusive property of Laidlaw or its
            Subsidiaries. Except to the extent necessary to perform the duties
            assigned to him by Laidlaw, the Executive will hold such
            Confidential Information and Trade Secrets in strictest confidence,
            and will not use, reproduce, distribute, disclose or otherwise
            disseminate the Confidential Information and Trade Secrets or any
            physical embodiments thereof and may in no event take any action
            causing any Confidential Information and Trade Secrets disclosed to
            or developed by the Executive to lose its character or cease to
            qualify as Confidential Information or Trade Secrets.
 
      (iv)  Return of Company Property. Upon request by Laidlaw or its
            Subsidiaries, and in any event upon termination of the employment of
            the Executive with Laidlaw for any reason, as a prior condition to
            receiving any final compensation hereunder, the Executive will
            promptly deliver to Laidlaw or its Subsidiaries all property
            belonging to Laidlaw, including, without limitation, all
            Confidential Information and Trade Secrets (and all embodiments
            thereof) then in the Executive's custody, control or possession.
 
      (v)   Survival. The covenants of confidentiality set forth herein will
            apply on and after the date hereof to any Confidential Information
            and Trade Secrets disclosed by Laidlaw or its Subsidiaries or
            developed by the Executive prior to or after the date hereof. The
            covenants restricting the use of Confidential Information will
            continue and be maintained by the Executive for a period of two (2)
            years following the Date of Termination under this Agreement. The
            covenants restricting the use of Trade Secrets will continue and be
            maintained by the Executive following the Date of Termination under
            this Agreement for so long as permitted by applicable law.
 
(b)   Non Solicitation of Employees. During the Term and for a period of two (2)
      years following the Date of Termination of his employment, the Executive
      shall not, directly or indirectly, solicit or induce any employee of
      Laidlaw or its Subsidiaries, with whom the Executive has had material
      contact during his employment, to terminate employment with Laidlaw or the
      Subsidiary in favor of employment by any person, firm, or entity
      affiliated with the Executive; provided, however, that the foregoing
      covenant shall not apply to general solicitations for a position not
      specifically directed to a particular
 
                                       11
<PAGE>
 
      individual which is contained in newspapers, magazines, periodicals or
      electronic media of general circulation. This provision will apply whether
      or not the employee who is solicited or induced to terminate his
      employment is employed pursuant to a written agreement and whether or not
      his employment is for a determined period or at-will.
 
(c)   Non-Solicitation of Customers. The Executive agrees that during the Term
      and for a period of two (2) years following the Date of Termination of his
      employment, the Executive will not, either directly or indirectly, on the
      Executive's own behalf or in the service of or on behalf of others,
      solicit, divert or appropriate, or attempt to solicit, divert or
      appropriate, to a business involving the provision of contract bus
      services for school bus transportation in Canada and/or the United States,
      municipal and paratransit bus transportation within the United States, or
      inter-city and tourism bus transportation throughout North America (a
      "Competing Business"), any individual or entity which was an actual or
      actively sought prospective client or customer of Laidlaw or its
      Subsidiaries and with whom the Executive had material contact during the
      Executive's last two (2) years of employment with Laidlaw. Nothing in this
      Section (c) shall be construed to restrict the Executive from working for
      a Competing Business solely because such Competing Business does business
      with a client or customer of Laidlaw or its Subsidiaries or prospective
      client or customer of Laidlaw or its Subsidiaries or because individuals
      of such Competing Business who have contact with such clients or customers
      report directly or indirectly to the Executive.
 
(d)   Non-Competition. The Executive agrees that during employment pursuant to
      this Agreement and for twenty-four (24) months following termination
      without Cause of his employment by Laidlaw and payment of the severance
      payment amount and benefit continuation as detailed in Subsection (v) or
      (vi), as applicable, of Section (a) of Article 6, he shall not either
      individually or in partnership, or jointly in conjunction with any other
      person, entity or organization, as principal, agent, consultant, lender,
      contractor, employer, employee, investor, shareholder, or in any other
      manner, directly or indirectly, advise, manage, carry on, establish,
      control, engage in, invest in, offer financial assistance or services to,
      or permit his name to be used by any Competing Business that competes with
      the then-existing business of Laidlaw or its Subsidiaries, provided that
      the Executive shall be entitled, for investment purposes, to purchase and
      trade shares of a public company which are listed and posted for trading
      on a recognized stock exchange and the business of which public company
      may be in competition with the business of Laidlaw or its Subsidiaries,
      provided that the Executive shall not directly or indirectly own more than
      five percent (5%) of the issued share capital of the public company, or
      participate in its management or operation, or in any advisory capacity
      within the time limits set out herein.
 
(e)   Enforcement of Covenants. Without limiting the right of Laidlaw to pursue
      all other legal and equitable remedies available for violation by the
      Executive of the covenants contained in this Article 7, it is expressly
      agreed by the Executive and Laidlaw that other remedies cannot fully
      compensate Laidlaw for any violation by the Executive of the covenants
      contained in this Article 7 and that Laidlaw shall be entitled to
      injunctive relief, without the necessity of proving actual monetary loss,
      to prevent any such violation or any continuing violation thereof. Laidlaw
      and the Executive further agree that all payments under Subsection (v) or
      Subsection (vi), as applicable, of Section (a) of
 
                                       12
<PAGE>
 
      Article 6 hereof shall immediately cease and shall no longer be an
      obligation of Laidlaw in the event of any violation of the covenants
      contained in Sections (b) or (c) hereof which is not cured within (10)
      days of written notice by Laidlaw to the Executive of such violation or of
      a willful and material violation of the covenants contained in Section (d)
      hereof. Laidlaw and the Executive further agree that such forfeiture shall
      not be deemed to be liquidated damages for breach of such covenants. Each
      party intends and agrees that if in any action before any court or agency
      legally empowered to enforce the covenants contained in this Article 7,
      any term, restriction, covenant or promise contained herein is found to be
      unreasonable and accordingly unenforceable, then such term, restriction,
      covenant or promise shall be deemed modified to the extent necessary to
      make it enforceable by such court or agency.
 
ARTICLE 8 -- AUTHORITY
 
(a)   The Executive shall have such duties, responsibilities and authority as
      are reasonable and appropriate for the Executive's title and position and
      as are assigned to him by the Board from time to time. The Executive shall
      support the Board in carrying out the general or specific instructions and
      directions of the Board and in doing so, may enter into contracts,
      engagements or commitments of every nature or kind, in the name of and on
      behalf of Laidlaw, and may engage, employ and dismiss all managers and
      other employees and agents of Laidlaw, subject to the by-laws and charter
      documents of Laidlaw and the authority given him by Laidlaw from time to
      time.
 
(b)   The Executive shall conform to all lawful instructions and directions
      given to him by the Board and obey and carry out the by-laws of Laidlaw.
 
ARTICLE 9 -- SERVICE
 
The Executive, throughout the term of his employment, shall devote his full time
and attention to the business and affairs of Laidlaw, and shall not undertake
any other business or occupation or, unless approved by the Board or as a part
of his job functions or responsibilities, become either (i) an officer, employee
or agent of any other company or firm which is a commercial venture or (ii) a
director of more than two companies or firms which are commercial ventures. The
Executive shall well and faithfully serve Laidlaw and use his best efforts to
promote the interests thereof.
 
ARTICLE 10 -- CERTAIN ADDITIONAL PAYMENTS
 
(a)   Anything in this Agreement to the contrary notwithstanding and except as
      set forth below, in the event it shall be determined that any Payment
      would be subject to the Excise Tax, then the Executive shall be entitled
      to receive an additional payment (the "Gross-Up Payment") in an amount
      such that, after payment by the Executive of all taxes (and any interest
      or penalties imposed with respect to such taxes), including, without
      limitation, any income taxes (and any interest and penalties imposed with
      respect thereto) and Excise Tax imposed upon the Gross-Up Payment and
      after the payment of all additional taxes and interest imposed under Code
      Section 409A(a)(1)(B) on the Gross-Up Payment and any severance payment
      made to the Executive hereunder, the Executive retains an amount of the
      Gross-Up Payment equal to the Excise Tax imposed upon the
 
                                       13
<PAGE>
 
      Payments. Notwithstanding the foregoing provisions of this Section (a), if
      it shall be determined that the Executive is entitled to the Gross-Up
      Payment, but that the Parachute Value of all Payments does not exceed one
      hundred and ten percent (110%) of the Safe Harbor Amount, then no Gross-Up
      Payment shall be made to the Executive and the amounts payable under this
      Agreement shall be reduced so that the Parachute Value of all Payments, in
      the aggregate, equals the Safe Harbor Amount. The reduction of the amounts
      payable hereunder, if applicable, shall be made by first reducing the cash
      payments under Annex A unless an alternative method of reduction is
      elected by the Executive, and in any event shall be made in such a manner
      as to maximize the Value of all Payments actually made to the Executive.
      For purposes of reducing the Payments to the Safe Harbor Amount, only
      amounts payable under this Agreement (and no other Payments) shall be
      reduced. If the reduction of the amount payable under this Agreement would
      not result in a reduction of the Parachute Value of all Payments to the
      Safe Harbor Amount, no amounts payable under this Agreement shall be
      reduced pursuant to this Section (a). Laidlaw's obligations under this
      Article 10 shall not be conditioned upon the Executive's termination of
      employment, and they shall survive the termination of the Executive's
      employment and the Term with respect to any Payments that are determined
      by the Accounting Firm to be contingent on a "change of control" (as
      defined in Code Section 280G) of Laidlaw that occurs during the Term.
 
(b)   Subject to the provisions of Section (c) hereof, all determinations
      required to be made under this Article 10, including whether and when a
      Gross-Up Payment is required, the amount of such Gross-Up Payment and the
      assumptions to be utilized in arriving at such determination, shall be
      made by the independent accounting firm regularly servicing Laidlaw prior
      to the Change in Control, or such other nationally recognized certified
      public accounting firm as may be designated by the Executive (the
      "Accounting Firm"). The Accounting Firm shall provide detailed supporting
      calculations both to Laidlaw and the Executive within fifteen (15)
      business days of the receipt of notice from the Executive that there has
      been a Payment or such earlier time as is requested by Laidlaw. In the
      event that the Accounting Firm is serving as accountant or auditor for the
      individual, entity or group effecting the Change in Control, the Executive
      may appoint another nationally recognized accounting firm to make the
      determinations required hereunder (which accounting firm shall then be
      referred to as the Accounting Firm hereunder). All fees and expenses of
      the Accounting Firm shall be borne solely by Laidlaw. Any Gross-Up
      Payment, as determined pursuant to this Article 10, shall be paid by
      Laidlaw to the Executive or the applicable taxing authorities within five
      (5) business days of the receipt of the Accounting Firm's determination,
      which determination shall be made no later than the end of the second
      month following the later of (i) the calendar year in which the
      Executive's employment with Laidlaw terminates or (ii) the taxable year of
      Laidlaw in which the Executive's employment with Laidlaw terminates. In
      the event that such determination cannot be made within such period,
      payment may be made as soon as practicable after such determination can be
      made. Any determination by the Accounting Firm shall be binding upon
      Laidlaw and the Executive. As a result of the uncertainty in the
      application of Code Section 4999 at the time of the initial determination
      by the Accounting Firm hereunder, it is possible that Gross-Up Payments
      that will not have been made by Laidlaw should have been made (the
      "Underpayment"), consistent with the calculations required to be made
      hereunder. In the event Laidlaw exhausts its remedies pursuant to Section
      (c) hereof and the Executive thereafter is required to make a payment
 
                                       14
<PAGE>
 
      of any Excise Tax, the Accounting Firm shall determine the amount of the
      Underpayment that has occurred and any such Underpayment shall be promptly
      paid by Laidlaw to or for the benefit of the Executive.
 
(c)   The Executive shall notify Laidlaw in writing of any claim by the Internal
      Revenue Service that, if successful, would require the payment by Laidlaw
      of the Gross-Up Payment. Such notification shall be given as soon as
      practicable, but no later than ten (10) business days after the Executive
      is informed in writing of such claim. The Executive shall apprise Laidlaw
      of the nature of such claim and the date on which such claim is requested
      to be paid. The Executive shall not pay such claim prior to the expiration
      of the thirty (30) day period following the date on which the Executive
      gives such notice to Laidlaw (or such shorter period ending on the date
      that any payment of taxes with respect to such claim is due). If Laidlaw
      notifies the Executive in writing prior to the expiration of such period
      that Laidlaw desires to contest such claim, the Executive shall:
 
      (i)   give Laidlaw any information reasonably requested by Laidlaw
            relating to such claim,
 
      (ii)  take such action in connection with contesting such claim as Laidlaw
            shall reasonably request in writing from time to time, including,
            without limitation, accepting legal representation with respect to
            such claim by an attorney reasonably selected by Laidlaw,
 
      (iii) cooperate with Laidlaw in good faith in order to effectively contest
            such claim, and
 
      (iv)  permit Laidlaw to participate in any proceedings relating to such
            claim;
 
      provided, however, that Laidlaw shall bear and pay directly all costs and
      expenses (including additional interest and penalties) incurred in
      connection with such contest, and shall indemnify and hold the Executive
      harmless, on an after-tax basis, for any Excise Tax or income tax
      (including interest and penalties) imposed as a result of such
      representation and payment of costs and expenses. Without limitation on
      the foregoing provisions of this Section (c), Laidlaw shall control all
      proceedings taken in connection with such contest, and, at its sole
      discretion, may pursue or forgo any and all administrative appeals,
      proceedings, hearings and conferences with the applicable taxing authority
      in respect of such claim and may, at its sole discretion, either direct
      the Executive to pay the tax claimed and sue for a refund or contest the
      claim in any permissible manner, and the Executive agrees to prosecute
      such contest to a determination before any administrative tribunal, in a
      court of initial jurisdiction and in one or more appellate courts, as
      Laidlaw shall determine; provided, however, that if Laidlaw directs the
      Executive to pay such claim and sue for a refund, Laidlaw shall advance
      the amount of such payment to the Executive, on an interest-free basis,
      and shall indemnify and hold the Executive harmless, on an after-tax
      basis, from any Excise Tax or income tax (including interest or penalties)
      imposed with respect to such advance or with respect to any imputed income
      in connection with such advance; and provided, further, that any extension
      of the statute of limitations relating to payment of taxes for the taxable
 
                                       15
<PAGE>
 
      year of the Executive with respect to which such contested amount is
      claimed to be due is limited solely to such contested amount. Furthermore,
      Laidlaw's control of the contest shall be limited to issues with respect
      to which the Gross-Up Payment would be payable hereunder, and the
      Executive shall be entitled to settle or contest, as the case may be, any
      other issue raised by the Internal Revenue Service or any other taxing
      authority.
 
(d)   If, after the receipt by the Executive of a Gross-Up Payment or an amount
      advanced by Laidlaw pursuant to Section (c) hereof, the Executive becomes
      entitled to receive any refund with respect to the Excise Tax to which
      such Gross-Up Payment relates or with respect to such claim, the Executive
      shall (subject to Laidlaw's complying with the requirements of Section (c)
      hereof, if applicable) promptly pay to Laidlaw the amount of such refund
      (together with any interest paid or credited thereon after taxes
      applicable thereto). If, after the receipt by the Executive of an amount
      advanced by Laidlaw pursuant to Section (c) hereof, a determination is
      made that the Executive shall not be entitled to any refund with respect
      to such claim and Laidlaw does not notify the Executive in writing of its
      intent to contest such denial of refund prior to the expiration of thirty
      (30) days after such determination, then such advance shall be forgiven
      and shall not be required to be repaid and the amount of such advance
      shall offset, to the extent thereof, the amount of Gross-Up Payment
      required to be paid.
 
(e)   Notwithstanding any other provision of this Article 10, Laidlaw may, in
      its sole discretion, withhold and pay over to the Internal Revenue Service
      or any other applicable taxing authority, for the benefit of the
      Executive, all or any portion of any Gross-Up Payment, and the Executive
      hereby consents to such withholding.
 
(f)   Definitions. The following terms shall have the following meanings for
      purposes of this Article 10.
 
      (i)   "Excise Tax" shall mean the excise tax imposed by Code Section 4999,
            together with any interest or penalties imposed with respect to such
            excise tax.
 
      (ii)  "Parachute Value" of a Payment shall mean the present value as of
            the date of the change of control for purposes of Code Section 280G
            of the portion of such Payment that constitutes a "parachute
            payment" under Code Section 280G(b)(2), as determined by the
            Accounting Firm for purposes of determining whether and to what
            extent the Excise Tax will apply to such Payment.
 
      (iii) "Payment" shall mean any payment or distribution in the nature of
            compensation (within the meaning of Code Section 280G(b)(2)) to or
            for the benefit of the Executive, whether paid or payable pursuant
            to this Agreement or otherwise.
 
      (iv)  "Safe Harbor Amount" means 2.99 times the Executive's "base amount,"
            within the meaning of Code Section 280G(b)(3).
 
      (v)   "Value" of a Payment shall mean the economic present value of a
            Payment as of the date of the change of control for purposes of Code
            Section 280G, as determined by the Accounting Firm using the
            discount rate required by Code Section 280G(d)(4).
 
                                       16
<PAGE>
 
ARTICLE 11 --NON-EXCLUSIVITY OF RIGHTS
 
Nothing in this Agreement shall prevent or limit the Executive's continuing or
future participation in any benefit, bonus, incentive or other plan or program
provided by Laidlaw or any of its affiliates and for which the Executive may
qualify, nor shall anything herein limit or otherwise prejudice such rights as
the Executive may have under any other agreements with Laidlaw or any of its
affiliates, including, but not limited to stock option, deferred share, or
restricted stock agreements. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan or program of Laidlaw
or any of its affiliates at or subsequent to the Date of Termination shall be
payable in accordance with such plan or program.
 
ARTICLE 12 -- FULL SETTLEMENT
 
Except as provided in Article 7, Laidlaw's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
Laidlaw may have against the Executive or others whether by reason of the
subsequent employment of the Executive or otherwise. In no event shall the
Executive be obligated to seek other employment by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement.
Without otherwise limiting the purpose or effect of this Article 12, employee
benefits (as described in Section 2 of Annex A) otherwise receivable by the
Executive pursuant to Section 2 of Annex A will be reduced to the extent
comparable welfare benefits are actually received by the Executive from another
employer during the Continuation Period (as defined in Annex A) following the
Executive's Date of Termination, and any such benefits actually received by the
Executive shall be reported by the Executive to Laidlaw.
 
ARTICLE 13 -- POST-TERMINATION ASSISTANCE
 
Executive shall provide such information and assistance to Laidlaw as Laidlaw
may reasonably request, upon reasonable notice, in connection with any
litigation in which it or any of its affiliates is or may become a party.
Laidlaw shall reimburse the Executive for any expenses, including travel
expenses, incurred by the Executive in connection with providing such
information and assistance.
 
ARTICLE 14 -- ASSIGNMENT OF RIGHTS
 
(a)   Laidlaw will require any successor (whether direct or indirect, by
      purchase, merger, consolidation, reorganization or otherwise) to all or
      substantially all of the business or assets of Laidlaw, by agreement in
      form and substance reasonably satisfactory to the Executive, expressly to
      assume and agree to perform this Agreement in the same manner and to the
      same extent Laidlaw would be required to perform if no such succession had
      taken place. This Agreement will be binding upon and inure to the benefit
      of Laidlaw and any successor to Laidlaw, including, without limitation,
      any persons acquiring directly or indirectly all or substantially all of
      the business or assets of Laidlaw whether by purchase, merger,
      consolidation, reorganization or otherwise (and such successor shall
      thereafter be deemed "Laidlaw" for the purposes of this Agreement), but
      will not otherwise be assignable, transferable or delegable by Laidlaw.
 
                                       17
<PAGE>
 
(b)   This Agreement will inure to the benefit of and be enforceable by the
      Executive's personal or legal representatives, executors, administrators,
      successors, heirs, distributees and legatees.
 
(c)   This Agreement is personal in nature and neither of the parties hereto
      shall, without the consent of the other, assign, transfer or delegate this
      Agreement or any rights or obligations hereunder except as expressly
      provided in Sections (a) and (b) hereof. Without limiting the generality
      or effect of the foregoing, the Executive's right to receive payments
      hereunder will not be assignable, transferable or delegable, whether by
      pledge, creation of a security interest, or otherwise, other than by a
      transfer by Executive's will or by the laws of descent and distribution
      and, in the event of any attempted assignment or transfer contrary to this
      Section (c), Laidlaw shall have no liability to pay any amount so
      attempted to be assigned, transferred or delegated.
 
ARTICLE 15 -- NOTICES
 
All notices and other communications required or permitted hereunder, or
necessary or convenient in connection herewith, shall be in writing and shall be
deemed to have been given when hand delivered, delivered by facsimile or mailed
by registered mail as follows (provided that notice of change of address shall
be deemed given only when received):
 
If to Laidlaw, to:
 
      General Counsel
      Laidlaw International, Inc.
      55 Shuman Boulevard, Suite 400
      Naperville, IL 60563
 
If to the Executive, at such address as Executive provides to Laidlaw from time
to time as part of his personnel records, or to such other names or addresses as
Laidlaw or the Executive shall designate by notice to the other in the manner
specified in this Article 15.
 
ARTICLE 16 -- LIABILITY INSURANCE
 
Laidlaw shall maintain the Executive's liability insurance in accordance with
Laidlaw's corporate policy and applicable law.
 
ARTICLE 17 -- INDEMNIFICATION
 
Laidlaw agrees that if the Executive is made a party to any action, suit,
proceeding or any other claim whatsoever, by reason of the fact that the
Executive is or was a director, officer, employee or agent of Laidlaw, or is or
was serving at the request of Laidlaw as a director, officer, employee or agent
of another Laidlaw, partnership, joint venture, trust or other enterprise,
including acting as a fiduciary of an employee benefit plan of Laidlaw or one of
its Affiliates, whether or not the basis of such claim is the Executive's
alleged action in an official capacity while in service as a director, officer,
employee or agent of Laidlaw or fiduciary of such employee benefit plan, the
Executive shall be indemnified and held harmless by Laidlaw to the fullest
extent legally permitted or authorized by Laidlaw's certificate of incorporation
or bylaws
 
                                       18
<PAGE>
 
or Board resolutions against all expenses, liability and loss,
including, without limitation, legal fees, fines or penalties and amounts paid
or to be paid in settlement, all as reasonably incurred by the Executive in
connection therewith, and such indemnification shall continue as to the
Executive even after the Executive has ceased to be a director, officer,
employee or agent of Laidlaw or fiduciary of such employee benefit plan, and
shall inure to the benefit of the Executive's heirs, executors and
administrators.
 
ARTICLE 18 --LEGAL FEES AND EXPENSES
 
It is the intent of Laidlaw that the Executive not be required to incur legal
fees and the related expenses associated with the interpretation, enforcement or
defense of the Executive's rights under this Agreement with respect to any
termination of the Executive's employment occurring during the two (2) year
period commencing on a Change in Control, by litigation or otherwise because the
cost and expense thereof would substantially detract from the benefits intended
to be extended to the Executive hereunder. Accordingly, if the Executive
reasonably believes that Laidlaw has failed to comply with any of its
obligations under this Agreement during the two (2) year period commencing on
the date of a Change in Control or in the event that Laidlaw or any other person
takes or threatens to take any action to declare this Agreement void or
unenforceable, or institutes any litigation or other action or proceeding
designed to deny, or to recover from, the Executive the benefits provided or
intended to be provided to the Executive hereunder, subject to the other
provisions of this Article 18, Laidlaw irrevocably authorizes the Executive from
time to time to retain counsel of the Executive's choice, at the expense of
Laidlaw to the extent and as hereafter provided, to advise and represent the
Executive in connection with any such interpretation, enforcement or defense,
including, without limitation, the initiation or defense of any litigation or
other legal action, whether by or against Laidlaw or any director, officer,
stockholder or other person affiliated with Laidlaw, in any jurisdiction.
Notwithstanding any existing or prior attorney-client relationship between
Laidlaw and such counsel, Laidlaw irrevocably consents to the Executive's
entering into an attorney-client relationship with such counsel, and in that
connection Laidlaw and the Executive agree that a confidential relationship
shall exist between the Executive and such counsel. Laidlaw will pay and be
solely responsible for any and all attorneys' and related fees and expenses
incurred by the Executive in connection with any of the foregoing, except to the
extent that the Executive fails to prevail on a material claim in any such
proceeding described in this Article 18.
 
ARTICLE 19 -- SURVIVAL
 
The provisions of this Agreement which are intended to be performed following
the termination of the Executive's employment with Laidlaw and/or the expiration
or earlier termination of the term of this Agreement, shall survive such
termination, expiration or earlier termination, including without limitation the
provisions of Articles 6, 7, 10, 13, 17 and 18.
 
ARTICLE 20 -- WITHHOLDING OF TAXES
 
Laidlaw shall be entitled to withhold from any amounts payable under this
Agreement all taxes as legally shall be required pursuant to applicable federal,
state or local laws. Except as otherwise provided in this Agreement, Laidlaw
shall not be obligated to compensate the Executive for the payment of such
taxes.
 
                                       19
<PAGE>
 
ARTICLE 21 -- SEVERABILITY
 
If any provision of this Agreement or the application thereof to anyone, or
under any circumstances, is adjudicated to be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect any other
provision or application of this Agreement which can be given effect without the
invalid or unenforceable provision or application and shall not invalidate or
render unenforceable such provision or application in any other jurisdiction. If
any provision of this Agreement or the application of any provision hereof to
any person or circumstances is held invalid, unenforceable or otherwise illegal,
the provision so held to be invalid, unenforceable or otherwise illegal will be
reformed to the extent (and only to the extent) necessary to make it
enforceable, valid or legal.
 
ARTICLE 22 -- ENTIRE AGREEMENT
 
This Agreement, including Annex A hereto, constitutes the entire agreement
between the parties with respect to the employment and appointment of the
Executive and any and all previous agreements, written or oral, express or
implied, between the parties or on their behalf, relating to the employment and
appointment of the Executive by Laidlaw, are terminated and cancelled and each
of the parties releases and forever discharges the other of and from all manner
of actions, causes of action, claims and demands whatsoever, under or in respect
of any previous agreement; provided, however, that this does not terminate or
cancel the separate indemnification agreement between Laidlaw and the Executive.
 
ARTICLE 23 -- AMENDMENT, WAIVER, ETC.
 
No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the
Executive and Laidlaw. No waiver by any party hereto at any time of any breach
by any other party hereto of, or compliance with, any condition of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
 
ARTICLE 24 -- HEADINGS
 
The headings used in this Agreement are for convenience only and are not to be
construed in any way as additions to or limitations of the covenants and
agreements contained in it.
 
ARTICLE 25 -- COUNTERPARTS
 
This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and
the same instrument.
 
ARTICLE 26 -- GENDER AND NUMBER
 
Except where otherwise indicated by the context, any masculine term used herein
shall also include the feminine; the plural shall include the singular, the
singular shall include the plural.
 
                                       20
<PAGE>
 
ARTICLE 27 -- GOVERNING LAW
 
This Agreement shall be governed by the internal law, and not the laws of
conflicts, of the State of Delaware.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 1st day
of August, 2006.
 
                                       LAIDLAW INTERNATIONAL INC.
 
                                       BY: /s/ BETH BYSTER CORVINO
                                           --------------------------------
                                       NAME: BETH BYSTER CORVINO
                                       TITLE: EXECUTIVE VICE PRESIDENT, GENERAL
                                       COUNSEL AND CORPORATE SECRETARY
 
                                       EXECUTIVE
 
                                       /s/ Kevin E. Benson
                                       ------------------------------------
                                       KEVIN E. BENSON
 
<PAGE>
 
ANNEX A
 
      1. Laidlaw shall pay to the Executive a lump sum payment in an amount
equal to two (2) times the sum of (A) Base Salary (at the highest rate in effect
for any period prior to the Date of Termination), plus (B) Annual Bonus (in an
amount equal to not less than the higher of (x) the highest aggregate Annual
Bonus earned in any fiscal year after the Change in Control or in any of the
three (3) fiscal years immediately preceding the year in which the Change in
Control occurred or (y) the Target Bonus for the year in which the Change in
Control occurred).
 
      2. Laidlaw shall, for a period of twenty-four (24) months following the
Termination Date (the "Continuation Period"), arrange to provide the Executive
with Employee Benefits that are welfare benefits within the meaning of Section
3(1) of the Employee Retirement Income Security Act of 1974, as amended,
substantially similar to those that the Executive was receiving or entitled to
receive immediately prior to the Date of Termination (or, if greater,
immediately prior to the reduction, termination or denial described in
Subsection (ii) of Section (o) of Article 1 of the Agreement), at the expense of
Laidlaw with respect to all such benefits other than medical or dental benefits,
except that the level of any such Employee Benefits to be provided to the
Executive may be reduced in the event of a corresponding reduction generally
applicable to all recipients of or participants in such Employee Benefits. With
respect to medical and dental benefits, the Executive (and his eligible
dependents) will be entitled to continue to participate in such plans during the
Continuation Period (which continuation shall count toward any required COBRA
continuation) at the Executive's sole expense based on COBRA rates charged from
time to time; provided, however, that Laidlaw shall pay to the Executive at the
time payment is made of the amount in Section 1 of this Annex, an amount equal
to the full COBRA cost of such coverage during the Continuation Period. Without
otherwise limiting the purpose or effect of Article 12 of the Agreement,
Employee Benefits otherwise receivable by the Executive pursuant to this Section
2 (but not the amount paid by Laidlaw for medical and dental coverage) will be
reduced to the extent comparable welfare benefits are actually received by the
Executive from another employer during the Continuation Period following the
Executive's Date of Termination, and any such benefits actually received by the
Executive shall be reported by the Executive to Laidlaw.
 
      Notwithstanding the foregoing, in the event that a plan or program
providing any such welfare benefit does not allow for the continuation of such
benefit and either cannot be amended without adverse tax consequences to
participants or the insurance company providing such benefit is unwilling to
provide for such continuation, then Laidlaw shall pay to the Executive, at the
same time as payment of the amount under Section 1 of this Annex is made, an
amount equal to the cost to Laidlaw, determined at the cost as of the date of
such payment, of providing such benefit for the Continuation Period, and
thereafter Laidlaw shall have no obligation to provide such benefit to the
Executive.
 
      3. The Continuation Period will be considered service with Laidlaw for the
purpose of determining vesting for the Executive under Laidlaw's retirement
income, supplemental executive retirement and other benefit plans of Laidlaw
applicable to the Executive, except to the extent that to do so would jeopardize
the tax-qualified status of any such plan.
 
      4. In addition to the retirement income, supplemental executive
retirement, and other benefits to which the Executive is entitled under the
Retirement Plans, a lump sum payment in an
 
                                       21
<PAGE>
 
amount equal to the actuarial equivalent of the excess of (x) the retirement
pension and the medical, life and other benefits that would be payable to the
Executive under the Retirement Plans if the Executive continued to be employed
through the Continuation Period given the Executive's Base Salary (as determined
in Section 1 hereof) (without regard to any amendment to the Retirement Plans
made subsequent to a Change in Control which adversely affects in any manner the
computation of retirement or welfare benefits thereunder), over (y) the
retirement pension and the medical, life and other benefits that the Executive
is entitled to receive (either immediately or on a deferred basis) under the
Retirement Plans. For purposes of this Section, "actuarial equivalent" shall be
determined using the actuarial assumptions mandated under Code Section 417(e)(3)
in effect for the month second preceding the date of payment and the
Continuation Period will be considered service with Laidlaw for the purpose of
determining vesting, service credits and benefits under clause (x) hereof.
 
      5. Reasonable outplacement services by a firm selected by the Executive,
at the expense of Laidlaw, in an amount up to Twenty-Five Thousand Dollars
($25,000.00).
 
                                       22
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