AGREEMENT
THIS AGREEMENT dated as of March 3, 2000, is made among SAFETY-KLEEN
CORP., a Delaware corporation (the "Company"), SAFETY-KLEEN SERVICES, INC., a
Delaware corporation ("Services"), SAFETY-KLEEN LTD. a New Brunswick
corporation, successor in interest to Xxxxxxx Environmental Services Ltd.
("Limited") and Xxxxxxx X. Xxxxxx (the "Executive"), a resident of South
Carolina. Company, Services and Limited all have their principal place of
business in Columbia, South Carolina and are collectively referred to herein as
"Safety-Kleen"
WHEREAS, Executive entered into a written arrangement with Xxxxxxx Inc.
("Xxxxxxx") dated August 29, 1995 (the "Xxxxxxx Agreement") wherein Xxxxxxx
agreed, among other things to purchase the residence at 00 Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx ("00 Xxxxxxxx") owned by Executive's wife, Xxxxxxx Xxx Xxxxxx
("Xxxxxxx"); to allow Xxxxxxx the right but not the obligation to buy back 71
Xxxxxxxx for U.S. $444,000 during the term of the arrangement upon 30 days
written notice; and to relocate Executive from Columbia, South Carolina to
Ontario;
WHEREAS, in September 1995 and in accordance with the Xxxxxxx
Agreement, Xxxxxxx purchased 71 Xxxxxxxx from Xxxxxxx;
WHEREAS, in April 0000 Xxxxxxx sold 71 Xxxxxxxx to Limited, an
affiliate of Xxxxxxx;
WHEREAS, the parties hereto now desire to enter this agreement between
Safety-Kleen and the Executive in order to effectuate the intent of the parties
under the Xxxxxxx Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. 71 XXXXXXXX. Xxxxxxx will have the right but not the obligation
to buy back 71 Xxxxxxxx for U.S. $444,000 cash at any time during the term of
this Agreement upon 30 days written notice (Buy Back Notice) to Safety-Kleen.
Such Buy Back Notice may provide for a period of up to 90 days from the
date of the Buy Back Notice to close the purchase.
Without the consent of Executive and Xxxxxxx, Safety-Kleen will not
sell 71 Xxxxxxxx during the term of this Agreement except to Xxxxxxx and/or her
designee(s) as provided above. Safety-Kleen will maintain 71 Xxxxxxxx in good
condition, and will pay all applicable property and like taxes and maintain
adequate property insurance and liability insurance so as to be able to sell 71
Xxxxxxxx back to Xxxxxxx in a condition similar to that at the time of purchase
by Limited and free and clear of any encumbrances.
1
Safety-Kleen may, at its sole discretion, rent 71 Xxxxxxxx for single
family occupancy for individual lease terms not to exceed one year except as
mutually agreed with Executive and Xxxxxxx.
2. RELOCATION TO ONTARIO. Safety-Kleen agrees for a period of up to
twelve months after the termination of this Agreement to pay for the relocation
of Executive and Xxxxxxx and all of their personal effects to a location of
Executive's choice in Ontario within a 100 km radius of Burlington, Ontario
within the existing policies and practices of Safety-Kleen, including the buy
back for cash of Lucille's residence at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, XX
00000 based on the average of two bona fide then current appraisals.
3. TERMINATION. This Agreement may be terminated at any time by
written agreement of the Parties or operation of the provisions of any then
existing severance agreement between Safety-Kleen and Executive.
4. APPLICABILITY. This Agreement is in addition to and not in lieu of
any prior agreement among Company, Services and Executive which specifically
provides benefits upon a change in control of the Company or Services. Executive
agrees that upon performance of the obligations of this Agreement by
Safety-Kleen, Xxxxxxx shall have no further obligation to perform under
Paragraph 4 of the Xxxxxxx Agreement.
IN WITNESS WHEREOF, the Executive, Services, Limited and the Company
have executed this Agreement as of the date first above written.
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx (the Executive)
SAFETY-KLEEN CORP.
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxx
Senior Vice President of Finance and Chief
Financial Officer
SAFETY-KLEEN SERVICES, INC.
By: /s Xxxx Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxx
Senior Vice President of Finance and Chief
Financial Officer
SAFETY-KLEEN LTD.
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxx
Senior Vice President of Finance and Chief
Financial Officer
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