8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2010

COVANTA HOLDING CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	1-6732	95-6021257
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

40 Lane Road Fairfield, New Jersey	07004
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 882-9000

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 9, 2010, Covanta Holding Corporation (the “Company”) announced that Sanjiv Khattri will become the Company’s Executive Vice President and Chief Financial Officer, effective August 16, 2010. In connection with the appointment of Mr. Khattri, Thomas Bucks will no longer serve as Interim Chief Financial Officer. Mr. Bucks will continue to serve as Vice President and Chief Accounting Officer of the Company.

Since June 2008, Mr. Khattri, age 45, has been an independent consultant primarily focusing on business outlook, investment strategies and corporate analysis for private investment funds, investment banks and corporations. From December 2007 through May 2008, Mr. Khattri was Executive Vice President of Corporate Development of GMAC LLC, a diversified global financial services company, and Chief Financial Officer of Residential Capital, LLC, GMAC’s residential mortgage subsidiary, after serving as Executive Vice President and Chief Financial Officer of GMAC from March 2004 to December 2007. As Chief Financial Officer at GMAC he was responsible for all controller, treasury, business unit finance, investor relations, risk, audit, tax, business development, and restructuring functions. He also had the primary leadership role in external GMAC financial communications with rating agencies, investors and the Securities and Exchange Commission (“SEC”). Prior to joining GMAC, Mr. Khattri worked in various capacities for General Motors Corporation from 1989 to 2004 with his last position there being Assistant Treasurer.

In connection with his appointment, Mr. Khattri has agreed to the terms of an offer letter (the “Offer Letter”) dated August 3, 2010 providing for (i) an annual base salary of $425,000; (ii) participation in the Company’s 2010 annual cash bonus program with a target bonus of 75% of base salary; (iii) eligibility to participate in all equity programs approved by the compensation committee of the Board of Directors; (iv) an initial restricted stock grant under the Company’s Equity Award Plan with a value of $450,000 vesting pro rata over four years commencing on March 17, 2011; and (v) the Company’s standard employee benefits. Mr. Khattri will also participate in the Company’s Severance Plan for Senior Executives. The above description of the Offer Letter is a summary and is qualified in its entirety by the Offer Letter which is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference. For additional information on the Company’s annual cash bonus program, Equity Award Plan and Severance Plan for Senior Executives, see the Company’s Proxy Statement for its Annual Meeting held on May 6, 2010 filed with the SEC on April 1, 2010.

A copy of the Press Release announcing Mr. Khattri’s appointment is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired – Not Applicable

(b) Pro Forma Financial Information – Not Applicable

(c) Shell Company Transactions – Not Applicable

(d) Exhibits

Exhibit No. Exhibit

10.1 Offer Letter between Sanjiv Khattri and Covanta Holding Corporation dated August 3, 2010.

99.1 Press Release dated August 9, 2010 announcing appointment of Chief Financial Officer.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 9, 2010

COVANTA HOLDING CORPORATION (Registrant)
By:	/s/Timothy J. Simpson
Name:	Timothy J. Simpson,
Title:	Executive Vice President, General Counsel and Secretary

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COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
10.1	Offer Letter between Sanjiv Khattri and Covanta Holding Corporation dated August 3, 2010.
99.1	Press Release dated August 9, 2010 announcing appointment of Chief Financial Officer.

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EX-10.1

Exhibit 10.1

August 3, 2010

Sanjiv Khattri
405 Tarrytown Road, Suite 1562
White Plains, NY 10607

Dear Sanjiv:

I am pleased to offer you the position of Executive Vice President, Chief Financial Officer for Covanta Holding Corporation (the “Corporation”) reporting directly to our Chief Executive Officer Anthony Orlando effective August 16, 2010.

Base annual compensation for this position will be $425,000 subject to annual review beginning in 2011. In addition you will be eligible to participate in all compensation and benefit programs applicable to other senior managers of the Corporation as approved by the compensation committee. This will include the 2010 annual cash bonus program with bonus payments ranging from 0 to 200% of target based on specific individual and corporate performance criteria as recommended by the CEO and approved by the compensation committee. Your bonus target will be 75% of your base annual compensation. The bonus for 2010 will be adjusted by 50% to reflect a partial year of employment.

You will also be eligible to participate in all equity programs approved by the compensation committee. Currently these programs include the Long Term Incentive Plan (LTIP) as well as the Growth Equity Award Plan. Awards under the LTIP program as currently approved include annual grants of restricted stock that vest one third each year over three years. For senior officers such as you, the value of the annual restricted stock grant is typically in the range of one times base annual compensation. The actual award amount may be increased or reduced as recommended by the CEO and approved by the compensation committee. Awards under the Growth Equity Award Program as currently approved will be tied to completing transactions that create shareholder value. For example achieving “ground breaking” on development projects or closing acquisitions. All equity grants will be subject to the approval of the Board of Directors and the terms of the Corporation’s Equity Award Plan including non-competition, non-solicitation and confidentiality covenants.

Page Two
August 3, 2010

In addition to your annual compensation, you will receive on your first day of employment a restricted stock grant valued at $450,000 vesting one quarter each on March 17, 2011, March 17, 2012, March 17, 2013 and March 17, 2014 assuming successful completion of time vesting criteria as defined in the Covanta Holding Corporation Restricted Stock Award Agreement and upon acceptance of the non-competition, non-solicitation and confidentiality covenants.

For purposes of Section 8(b)(i) of the Severance Plan for Senior Officers (or any successor thereto), your target bonus will be used to calculate severance if you are terminated prior to January 1, 2013.

All equity holdings, including vested and unvested grants, are subject to the stock ownership guidelines for senior management. Current guideline for the Executive VP position is to hold stock valued at three times base salary with 5 years to accomplish that level.

At all times during your employment with the Corporation you will be (i) eligible to participate in all of Covanta Energy Corporation’s benefit programs, which include various life, health and accident insurance plans and savings plan, and (ii) covered by any Director and Officer Liability insurance program and the Severance Plan for Senior Officers (or any successor thereto). Additionally, you will be eligible to accrue four weeks of vacation per year. Relocation assistance will be provided in accordance with Covanta’s standard policy.

In accordance with our established policy, this offer is contingent upon approval of the compensation committee.

Please acknowledge acceptance of this offer by signing below and returning one copy to my attention. I would like to take this opportunity to wish you luck in your new position, and I am sure our relationship will be one of mutual benefit. Feel free to contact me should you have any questions.

Sincerely,

/s/ Timothy J. Simpson
Timothy J. Simpson
Executive Vice President, General Counsel

Accepted:

/s/ Sanjiv Khattri   Name August 4, 2010   Date

c: A. Orlando

EX-99.1

Exhibit 99.1

COVANTA HOLDING CORPORATION NAMES
SANJIV KHATTRI AS CHIEF FINANCIAL OFFICER

FAIRFIELD, NJ, August 9, 2010 – Covanta Holding Corporation (NYSE:CVA) (“Covanta”) reported today that Sanjiv Khattri has been appointed to the position of Executive Vice President and Chief Financial Officer, effective August 16, 2010. Mr. Khattri is a seasoned executive with over 20 years of financial leadership experience including his tenure as Chief Financial Officer of General Motors Acceptance Corporation, a global diversified financial services company.

Anthony Orlando, Chief Executive Officer of Covanta stated “We are delighted to have Sanjiv join the Covanta team. He is a highly skilled financial officer with global scope and a wealth of experience in capital markets, strategic & financial planning, M&A and industrial management that will be extremely valuable to Covanta and our shareholders. I am confident Sanjiv’s leadership and insight will complement Covanta’s outstanding management team as we continue to pursue our strategic objectives.”

Mr. Khattri will report directly to the Chief Executive Officer and will be responsible for treasury, accounting, investor relations, strategy, financial planning, tax and information technology.

Mr. Khattri stated that “I am truly excited to be joining Covanta; a socially responsible company that is a global leader in its field with exciting growth opportunities. I look forward to being an integral part of Tony’s leadership team to help drive Covanta’s continued success.”

Mr. Khattri, 45, was most recently operating as a financial & strategic consultant working with major global corporations, private equity firms and hedge funds. In his last corporate position he was a part of the General Motors Acceptance Corporation leadership team where he served for over four years in various capacities including Chief Financial Officer and Executive Vice President of Corporate Development. Prior to that, Mr. Khattri held a variety of increasingly responsible positions over a 15 year period working for General Motors with his last position there being Assistant Treasurer. Mr. Khattri holds a Master of Business Administration degree from University of Michigan and a Bachelor of Engineering degree from Panjab University in Chandigarh, India.

About Covanta
Covanta Holding Corporation (NYSE:CVA), is an internationally recognized owner and operator of large-scale Energy-from-Waste and renewable energy projects and a recipient of the Energy Innovator Award from the U.S. Department of Energy’s Office of Energy Efficiency and Renewable Energy. Covanta’s 45 Energy-from-Waste facilities provide communities with an environmentally sound solution to their solid waste disposal needs by using that municipal solid waste to generate clean, renewable energy. Annually, Covanta’s modern Energy-from-Waste facilities safely and securely convert approximately 20 million tons of waste into more than 9 million megawatt hours of clean renewable electricity and create 10 billion pounds of steam that are sold to a variety of industries. For more information, visit www.covantaholding.com.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time.  Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta and its subsidiaries, or general industry or broader economic performance in global markets in which Covanta operates or competes, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.  Statements that are not historical fact are forward-looking statements.  Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions.  These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.  Covanta cautions investors that any forward-looking statements made by Covanta are not guarantees or indicative of future performance.  Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to Covanta, include, but are not limited to, the risk that Covanta may not successfully close its announced or planned acquisitions or projects in development and those factors, risks and uncertainties that are described in periodic securities filings by Covanta with the SEC.  Although Covanta believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any forward-looking statements.  Covanta’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and Covanta does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

Contacts
Marisa F. Jacobs
Vice President, Investor Relations and Corporate Communications
973-882-4196

James Regan
Media Relations and Corporate Communications
Covanta Energy
973-882-7152