EX-10.S
AMENDED EMPLOYMENT AGREEMENT
June 4, 2002
Xxxxx X. Xxxxxxxxx
Safety-Kleen Corp.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Dear Xxxxx,
As you know, your employment contract expires July 16, 2002. You have served
Safety-Kleen Corp. (the "Company") for the last two years as the Chief Financial
Officer, and I understand that you are willing to continue to serve in that
capacity. The Company would also like you to continue as an Executive Vice
President and Chief Financial Officer. Accordingly, the purpose of this letter
is to amend the Employment Agreement by and between you (the "Executive") and
the Company, dated July 17, 2000 (the "Xxxxxxxxx Employment Agreement"):
1. Paragraph 1 of the Xxxxxxxxx Employment Agreement is deleted and
replaced as follows:
"The term of the Employment Agreement (the "Term") shall end May 31,
2003, unless such employment is earlier terminated for any reason as
provided in the Employment Agreement, as amended."
2. Paragraph 2(a) of the Xxxxxxxxx Employment Agreement is amended to
reflect that Executive's title has changed from Senior Vice President
and Chief Financial Officer to Executive Vice President and Chief
Financial Officer.
3. Paragraph 2(a)(2) of the Xxxxxxxxx Employment Agreement is deleted.
4. Paragraph 3 of the Xxxxxxxxx Employment Agreement is deleted and
replaced as follows:
"COMPENSATION. (a) Salary. From the date of employment through the end
of the Term, the Executive shall receive a monthly salary (the
"Salary") of $50,000, payable in accordance with the Company's normal
payroll practices for executives.
(b) SIGNING BONUS Upon execution of this Amendment, Executive
will be entitled to a $100,000 signing bonus.
(c) OTHER BENEFITS. In addition to the foregoing, during the
Term: (i) the Executive shall be entitled to participate in the current
and any future savings, retirement, fringe benefit, and any other
benefit plans, practices, policies and programs of the Company on terms
and conditions commensurate with Executive's position and level of
responsibility with the Company, but in no event less than those
applicable to peer executives; provided, however, the Executive shall
not be entitled to participate in any general bonus or severance plans,
practices, policies or programs of the Company (and provided further
that nothing herein will prevent the Board from approving discretionary
bonus plans for the Executive); and (ii) the Executive shall be
entitled to four weeks of vacation, effective and vested immediately.
Further, the Company will promptly reimburse Executive for all travel
and other business expenses that Executive incurs in the course of the
performance of his duties under this Agreement, including any commuting
expenses to/from and living expenses in Columbia, SC, plus tax "gross
up" thereon if any taxes based on income are applicable, in a manner
commensurate with Executive's position and level of responsibility with
the Company, but in no event less than those applicable to peer
executives.
(d) For purposes of this Section 3, the Executive's peer
executives shall be other senior executives employed by the Company."
5. Paragraph 4 (1) of the Xxxxxxxxx Employment Agreement is deleted and
replaced with section 4(b) of that Employment Agreement between the Company and
Xxxxxx X. Xxxxx dated October 4, 2001 and attached as exhibit 10(u) to the
Company's 10k filed with the SEC on November 29, 2001 (the "Exhibit Employment
Agreement").
6. Paragraph 4(e) of the Exhibit Employment greement is added as section
4(5) to the Xxxxxxxxx Employment Agreement.
7. Paragraph 5 of the Xxxxxxxxx Employment Agreement is deleted and
Replaced with paragraph 5 of the Exhibit Employment Agreement.
8. The references to Xxxxx Xxxxx, Esq. in paragraph 11(1) of the Xxxxxxxxx
Employment Agreement are deleted and replaced with the name Xxx Xxxxx.
9. Paragraph 7 of the Exhibit Employment Agreement, along with the
incorporated by reference Exhibit A, is added to the Xxxxxxxxx Employment
Agreement as paragraph 12.
Unless otherwise noted above, all other provisions of the Xxxxxxxxx Employment
Agreement remain valid and in effect. If you agree to the above changes to the
Xxxxxxxxx Employment Agreement, please signify by signing below. This amendment
becomes effective upon the date of your signature.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx
Chairman
Safety-Kleen Corp.
Consented and Agreed to:
/s/ Xxxxx X. Xxxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxxx
Dated:
June 4, 2002
-----------------------------
