Exhibit 10.53
CLEAN
HARBORS, INC.
ANNUAL CEO INCENTIVE BONUS
PLAN
1.
Purposes.
The purpose of the Clean
Harbors, Inc. Annual CEO Incentive Bonus Plan (the
“Plan”) is to provide each year an incentive for
performance of the Company’s Chief Executive Officer
(“CEO”) by making a significant percentage of the
CEO’s total CEO compensation dependent upon the level of
corporate performance attained for the year, and to do so in a
manner which will allow full deductibility of the bonus portion of
the CEO compensation expense under Section 162(m) of the
Internal Revenue Code (the “Code”).
2.
Definitions in Last
Section.
Unless defined where the term first
appears in the Plan, capitalized terms shall have the respective
meanings set forth in Section 6.
3.
CEO Annual Incentive
Bonus.
(a)
Establishment of Potential Annual
Incentive Bonus .
On or before the 90 th
day of each Plan Year, the
Committee shall determine and set forth in writing the Performance
Criteria for such Plan Year, and, where deemed appropriate by the
Committee, Threshold and Maximum Levels of Achievement for each
such Performance Criteria, and the respective amounts of bonus
which can potentially be earned based on attainment of each such
Level of Achievement. If the Committee establishes Threshold and
Maximum Levels of Achievement for any Performance Criteria, the
Committee shall also determine how the amount of the potential
bonus associated with such Criteria shall be determined if the
actual level of achievement relating to such Criteria during any
Plan Year is between such Threshold and Maximum Levels. Each of the
Performance Criteria and the Levels of Achievement must be
objective such that a third party having knowledge of the relevant
facts could determine (1) whether or not the Performance
Criteria at each such Level of Achievement has been achieved and
(2) the total dollar amount of the Bonus (if any) for each
Plan Year which has been earned based on such performance. Once the
Committee has established for any Plan Year the Performance
Criteria and the related Levels of Achievement, the Committee may
not thereafter change those Criteria or Levels for that year,
except to the extent that the Committee determines that such a
change (either an increase or a decrease) is necessary in order to
adjust for effects of extraordinary events (such as a material
acquisition or divestiture or changes in accounting methods as
determined under generally accepted accounting principles) which
affect the calculation of such Criteria or Levels and which become
effective during such Plan Year.
(b)
Determination and Certification
of Incentive Bonus Amount . Within 75 days following the end of
each Plan Year, the Committee shall determine and certify in
writing to the Board whether or not each of the Performance
Criteria has been satisfied and, if so, at what Level of
Achievement, and the amount, if any, of the total Annual Incentive
Bonus payable to the CEO. The Committee may decrease, but may not
increase, the amount of the potential Annual Incentive Bonus for
each Performance Criteria as calculated pursuant to the terms
originally established by the Committee. The amount of any Annual
Incentive Bonus, as so certified by the Committee, shall be
communicated in writing to the CEO and shall be payable to the CEO
as provided in Section 3(f).
(c)
Definition of Accounting
Terms . Unless
otherwise so determined by the Committee and reflected in the terms
of the potential Annual Incentive Bonus established pursuant to
Section 3(a), accounting terms used by the Committee in
establishing the Performance Criteria and the Levels of Achievement
shall be defined, and the results based thereon shall be measured,
in accordance with generally accepted accounting principles as
applied by the Company in preparing its consolidated financial
statements and related financial disclosures for the Plan Year, as
included in its reports filed with the Securities and Exchange
Commission. Notwithstanding the foregoing, the term
“EBITDA” shall be calculated in accordance with the
Company’s then outstanding credit agreement.
(d)
Maximum Annual Incentive
Bonus . The maximum
amount of the Annual Incentive Bonus payable to all Participants
serving as CEO in any fiscal year of the Company shall be limited
to $2,000,000.
(e)
Employment Requirement for Annual
Incentive Bonus Payment and Exceptions Thereto
.
(i)
Except as provided in
Section 3(e)(ii), payment of an Annual Incentive Bonus to a
Participant for a Plan Year shall be made only if, and to the
extent that, the foregoing requirements of this Section 3 have
been met with respect to that Plan Year and, except as set forth in
Section 3(g), only if the Participant has been employed by the
Company as its CEO for the entire Plan Year (from the first day of
the Plan Year through the last day of the Plan Year).
(ii)
If, under circumstances described in
this Section 3(e)(ii), a Participant has been employed by the
Company as CEO for only part of a Plan Year, a pro-rata Annual
Incentive Bonus shall be paid to the Participant. The pro-rata
Annual Incentive Bonus shall be calculated by multiplying the
Annual Incentive Bonus which would be payable if such employment
had been for the entire Plan Year by a fraction, the numerator of
which shall be the Participant’s days of such employment
during the Plan Year (except as provided in
Section 3(e)(ii)(D)) and the denominator of which shall be
365. The circumstances under which such a pro-rata Annual Incentive
Bonus shall become payable with respect to a Plan Year are the
following:
(A)
the Participant’s employment
terminated during the Plan Year under circumstances which qualify
the Participant for retirement (including early retirement) under
the Company’s Section 401(k) Plan (or any successor
plan thereto);
(B)
the Participant died during the Plan
Year;
(C)
the Participant became CEO of the
Company during the Plan Year and remained so employed on the last
day of the Plan Year; or
(D)
the Participant was disabled (within
the meaning of the Company’s long-term disability plan)
during part of the Plan Year, in which event the numerator of the
fraction used to calculate the pro-rata Annual Incentive Bonus
shall be either the days of the Plan Year during which the
Participant was actively at work or such other number (which shall
not be more than 365) as is determined by the Committee in its sole
discretion.
(f)
Time of Payment; Termination for
Cause . Except as
provided in Section 3(g), any Annual Incentive Bonus to which
a CEO becomes entitled under this Section 3 with respect to a
Plan Year shall be paid in a lump sum cash payment as soon as
practicable after the amount thereof is determined by the
Committee, but not later than the March 15 th immediately following completion of the
Plan Year. Notwithstanding any of the foregoing provisions of the
Plan, if the employment of a Participant has been terminated for
cause (as determined in the sole discretion of the Committee prior
to the occurrence of any Change in Control) at any time before the
Company has paid the Participant’s Annual Incentive Bonus
with respect to a Plan Year, no Annual Incentive Bonus shall be
paid to the Participant with respect to such Plan Year. For
purposes of the Plan, after a Change in Control has occurred, the
Committee shall have no power to determine that a termination of a
Participant’s employment was made for cause.
(g)
Change in Control
. Notwithstanding any other
provision of the Plan to the contrary, (i) if a Change in
Control of the Company shall occur following completion of a Plan
Year as to which the actual Annual Incentive Bonus to be paid has
been determined but such Bonus has not yet been paid, such Bonus
shall be paid immediately in cash, (ii) if a Change in Control
shall occur following completion of a Plan Year as to which the
actual Bonus to be paid has not yet been determined, such Annual
Incentive Bonus shall be immediately determined and paid in cash,
and (iii) if a Change in Control shall occur during a Plan
Year as to which a potential Annual Incentive Bonus has been
established but the actual Annual Incentive
Bonus to be paid has not yet been
determined, such Plan Year shall be deemed to have been completed,
each of the Performance Criteria shall be deemed to have been
satisfied at the midpoint between the Threshold and Maximum Levels
of Achievement, and a pro rata portion of the Annual Incentive
Bonus so determined for such partial Plan Year (based on the number
of full and partial months which have elapsed with respect to such
Plan Year) shall be paid immediately in cash to the
Participant.
4.
Administration.
The Plan shall be administered by
the Committee. The Committee shall have the authority in its sole
discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all
the powers and authorities either specifically granted to it under
the Plan or necessary or advisable in the administration of the
Plan including, without limitation, to construe and interpret the
Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, and to make all other determinations deemed
necessary or advisable for the administration of the
Plan.
The Committee may appoint a
chairperson and a secretary and may make such rules and
regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. All
determinations of the Committee shall be made by a majority of its
members either present in person or participating by conference
telephone at a meeting or by unanimous written consent. The
Committee may delegate to one or more of its members or to one or
more agents such administrative duties a
