0001047469-08-005685 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc • Delaware

AGREEMENT by and between Safety-Kleen Systems, Inc., a Wisconsin corporation (the “Company”), Safety-Kleen HoldCo., Inc. (“SK HoldCo”) and David M. Sprinkle (the “Executive”), dated as of the 20th day of May, 2006 (the “Effective Date”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc • Delaware

STOCK OPTION AGREEMENT (the “Agreement”) by and between Safety-Kleen HoldCo., Inc. (the “Company”) and «First_Name» «Last_Name» (the “Optionee”), dated as of «Grant_Date» (the “Date of Grant”).

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc • Delaware

RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) by and between Safety-Kleen HoldCo., Inc. (the “Company”) and [ ] (the “Grantee”), dated as of (the “Date of Grant”).

ACQUISITION AGREEMENT by and between SAFETY-KLEEN SERVICES, INC., as Seller, and CLEAN HARBORS, INC., as Purchaser Dated as of February 22, 2002
Acquisition Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc • Delaware

THIS ACQUISITION AGREEMENT, dated as of February 22, 2002 (the “Agreement”), is made by and between Safety-Kleen Services, Inc., a Delaware corporation (the “Seller”), and Clean Harbors, Inc., a Massachusetts corporation (the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article IX.

EMPLOYEE’S NON-DISCLOSURE, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT
Non-Disclosure, Non-Solicitation, and Non-Competition Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc

This Non-Disclosure, Non-Solicitation, and Non-Competition Agreement (the “Agreement”) is entered into this day of , 20 , by and between (the “Employee”) and Safety-Kleen Systems, Inc., on behalf of itself, its affiliates and subsidiaries, and its and their respective successors, and assigns (Safety-Kleen Systems, Inc., its affiliates and subsidiaries, and its and their respective successors and assigns are hereinafter collectively referred to as the “Company”).

FOURTH AMENDMENT TO ACQUISITION AGREEMENT
Acquisition Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc • Delaware

This Fourth Amendment to Acquisition Agreement (the “Fourth Amendment”) is made as of this 14 th day of July 2003 by and between Safety-Kleen Services, Inc., a Delaware corporation (“Safety-Kleen”) and Clean Harbors, Inc., a Massachusetts corporation (“Clean Harbors”). Terms not otherwise defined herein shall have the meaning ascribed to them in the Acquisition Agreement defined below.

DEFERRAL AGREEMENT
Deferral Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc • Delaware

THIS DEFERRAL AGREEMENT (“Agreement”) dated as of , is by and between Safety-Kleen HoldCo., Inc. (the “Company”) and [name] (the “Participant”).

FIRST AMENDMENT TO ACQUISITION AGREEMENT
Acquisition Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc

WHEREAS, Safety-Kleen Services, Inc. (the “Seller”) and Clean Harbors, Inc. (the “Purchaser”), are parties to an Acquisition Agreement dated as of February 22, 2002 (the “Acquisition Agreement”);

EMPLOYMENT AGREEMENT
Employment Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc

AGREEMENT by and between Safety-Kleen Systems, Inc., a Wisconsin corporation (the “Company”), and T. R. Tunnell (the “Executive”), dated as of the 4th day of October, 2004 (the “Effective Date”).

SECOND AMENDMENT TO ACQUISITION AGREEMENT
Acquisition Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc

WHEREAS , Safety-Kleen Services, Inc. (the “Seller”) and Clean Harbors, Inc. (the “Purchaser”), are parties to an Acquisition Agreement dated as of February 22, 2002, as amended by the First Amendment to Acquisition Agreement dated as of March 8, 2002 (as so amended, the “Acquisition Agreement”);

CREDIT AGREEMENT dated as of 3 August 2006 among SAFETY-KLEEN HOLDCO., INC., as “Holdings,” SAFETY-KLEEN SYSTEMS, INC. as the borrower, the lenders party hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent CREDIT SUISSE as...
Credit Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc • New York

CREDIT AGREEMENT dated as of August 3, 2006 among SAFETY-KLEEN HOLDCO., INC. (“Holdings”), SAFETY-KLEEN SYSTEMS, INC., (“Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.

THIRD AMENDMENT TO ACQUISITION AGREEMENT
Acquisition Agreement • May 1st, 2008 • Safety-Kleen Holdco Inc

WHEREAS, Safety-Kleen Services, Inc. (the “Seller”) and Clean Harbors, Inc. (the “Purchaser”), are parties to an Acquisition Agreement dated as of February 22, 2002, as amended by the First Amendment to Acquisition Agreement dated as of March 8, 2002, and the Second Amendment to Acquisition Agreement dated as of April 30, 2002 (as so amended, the “Acquisition Agreement”);

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