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EXHIBIT 10.14




EMPLOYEE AGREEMENT




     This Agreement, made as of the 14th
day  of July, 2002, between HERITAGE-CRYSTAL CLEAN, L.L.C., an
Indiana limited liability corporation (“HCC”) and Thomas G. Hillstrom, an individual residing at 5817 Wild Olive Lane, Crystal Lake, IL 60012 (“EMPLOYEE”).



     HCC wishes to employ EMPLOYEE and EMPLOYEE wishes to be employed by HCC. In order to enable
EMPLOYEE to carry out EMPLOYEE’s duties in this job, HCC will disclose trade secrets and/or certain
confidential information about HCC’s business, customers and suppliers to EMPLOYEE, and will enable
EMPLOYEE to form relationships with its customers and/or suppliers. Protection of HCC’s trade
secrets, confidential information, goodwill and relationships with customers and suppliers is
essential to the ongoing operation of HCC’s business and its ability to compete in the marketplace.
HCC and the EMPLOYEE desire by this Agreement in part to provide for the protection of HCC’s
business, confidential information, goodwill and relationships.



     Therefore, HCC hereby employs EMPLOYEE and EMPLOYEE hereby accepts such employment, according
to the following terms and conditions:



     1. EMPLOYEE’S DUTIES. EMPLOYEE hereby agrees that EMPLOYEE will use all diligence in the
performance of EMPLOYEE’s duties and will expend EMPLOYEE’s full time and efforts in such capacity,
and will faithfully perform said services on behalf of HCC in keeping with the highest standards of
skill necessary for said duties.



     2. TERM OF THIS AGREEMENT. The term of this Agreement shall begin on
July 14, 2002 and be equal to the term of EMPLOYEE’s employment with
HCC. EMPLOYEE agrees and acknowledges that EMPLOYEE is an employee at will and nothing contained
herein modifies or negates EMPLOYEE’s status as an EMPLOYEE at will. The term of EMPLOYEE’s
employment shall be terminable by either HCC or the EMPLOYEE at any time for any reason.



     3. CONFIDENTIAL INFORMATION. During EMPLOYEE’s employment with HCC, EMPLOYEE may have access
to certain confidential information, including, but not limited to, know-how, inventions,
processes, computer programs in source code or object code format, financial data, forecasts,
business plans, operating systems and procedures, information received from or created for a
customer which customer requires to be kept confidential, information regarding clients and
prospective clients, lists of actual or potential customers or suppliers, technology, trade secrets
and the like, concerning the business, customers, suppliers and relationships of HCC (collectively
“Confidential Information”). Confidential Information shall not include any of the above
information which has become public other than through a breach of this Agreement. EMPLOYEE agrees
that EMPLOYEE shall not, without prior written consent of HCC, directly or indirectly, use, divulge
or make accessible to any person any Confidential Information at any time during or after the term
of this Agreement.



     4. HCC PROPERTY. At the end of the term of this Agreement, for whatever reason, EMPLOYEE
shall return to HCC all records, files, drawings, disks, documents, equipment, and copies thereof,
and any documents or materials containing Confidential Information, which relate to HCC’s business.
During the term of this Agreement, such property shall not be furnished by EMPLOYEE to any other
employee or to any third party without HCC’s authorization.



     5. INVENTIONS. EMPLOYEE agrees that EMPLOYEE shall disclose promptly and assign and/or
transfer to HCC, without additional compensation, all worldwide rights in any ideas, processes,
inventions, developments and/or improvements relating to HCC’s business or experimental or
development work conceived or developed by EMPLOYEE, whether alone or with others, during the term
of this Agreement and for one year thereafter. If HCC elects to seek patent or other protection
with respect to any of the above, EMPLOYEE shall, at HCC’s expense, assist HCC in getting such
protection and executing and delivering all documents, including patent applications, and shall
take other action necessary or proper to obtain Letters Patent or such other protection as will
vest HCC, its successors and assigns, with full worldwide title thereto. EMPLOYEE shall also
assist HCC and do all things necessary to protect any patents or other protection against
infringement by others. This Section 4 shall not apply to any invention for which no equipment,
supplies, facilities, or trade secret information of HCC’s was used and which was developed
entirely on the EMPLOYEE’s own time, unless: A) the invention relates to (i) HCC’s business or (ii)
HCC’s actual or demonstrably anticipated research or development or B) the invention results from
any work performed by EMPLOYEE for HCC.



     6. COPYRIGHT. EMPLOYEE hereby acknowledges that any copyrights created while EMPLOYEE is an
employee of HCC shall be considered a work made for hire with title thereto in HCC. EMPLOYEE
agrees to assign all its worldwide rights in and to such copyright works to HCC.



     7. NON-SOLICITATION. During the term of this Agreement, and for one (1) year after the
termination of the term of this Agreement, for whatever reason, EMPLOYEE shall not, without written
permission from HCC, directly or indirectly, for EMPLOYEE or on behalf of, or in conjunction with,
any person, persons, company, partnership, corporation or other business entity:



 









 






	 	(a)	 	solicit any customers and/or actively sought prospective customer
of HCC’s with whom EMPLOYEE worked as an HCC employee, for whose account EMPLOYEE
was responsible, or with which EMPLOYEE had contact within one (1) year prior to
termination, for the purpose of engaging in the type of services offered by HCC
or competitive with HCC; or
	 
	 	(b)	 	solicit, recruit or hire, or in any manner attempt to solicit,
recruit or hire, any person employed with HCC to leave such employment, or to
induce any person to breach his/her Agreement with HCC.





     8. NON-COMPETITION. During the term of this Agreement, EMPLOYEE shall not divert any business
opportunities from HCC or engage, directly or indirectly, in any business which competes with HCC.
For one (1) year after the termination of the term of this Agreement, for whatever reason, EMPLOYEE
shall not, without written permission from HCC, directly or indirectly, for EMPLOYEE or on behalf
of, or in conjunction with, any person, persons, company, partnership, corporation or other
business entity, accept a work assignment of the type performed by HCC or competitive with the
services offered by HCC, with any customer of HCC’s with whom EMPLOYEE worked as a HCC employee,
for whose account EMPLOYEE was responsible, or with which EMPLOYEE had contact. During the term
of this Agreement and for one (1) year after the termination of the term of this Agreement, for
whatever reason, EMPLOYEE shall not directly or indirectly for EMPLOYEE or on behalf of, or in
conjunction with, any person, persons, company, partnership, corporation or other business entity,
engage in any business that is in competition with HCC within any county where EMPLOYEE had, within
twelve (12) months prior to EMPLOYEE’S termination of the Agreement, rendered services for or on
behalf of HCC.



     EMPLOYEE acknowledges that it is not practicable to more narrowly define the scope of the
restrictive covenants contained in this Agreement. However, EMPLOYEE acknowledges that the
covenants have been narrowly drawn to protect HCC’s legitimate interests, and will not unreasonably
interfere with EMPLOYEE’s ability to earn a livelihood.



     9. IRREPARABLE HARM. EMPLOYEE acknowledges that EMPLOYEE’s compliance with this Agreement is
necessary to preserve and protect the business, goodwill, Confidential Information and
relationships of HCC and that any failure by EMPLOYEE to comply with the provisions of this
Agreement will result in irreparable and continuing injury to HCC for which there will be no
adequate remedy at law. EMPLOYEE agrees that if EMPLOYEE fails to comply with this Agreement, HCC
shall be entitled, in addition to such other relief as may be proper, to whatever equitable relief
may be necessary to restore HCC’s property to HCC or otherwise make HCC whole.



     10. SEVERABILITY AND ENFORCEABILITY. If any provision of this Agreement is held invalid or
unenforceable, then such provision shall be deemed to be modified to the extent and in the manner
necessary to render it valid and enforceable, or if the provision can not be so modified it shall
be deemed stricken from this Agreement and not be held to affect any other provision hereof. It is
expressly understood that no change of compensation which may be given to EMPLOYEE at any time
hereafter, no change in the duties of EMPLOYEE, no change in the nature of services to be performed
by EMPLOYEE and no other change in the relationship of the parties hereto shall impair or otherwise
affect any of the terms or provisions hereof. This Agreement shall not be affected by a contract
that HCC may hereafter enter into with anyone acting on behalf of EMPLOYEE unless therein
specifically so stated, and then only as to the matters in such other contract which will not
conflict with the matters and provisions hereof. This Agreement shall be construed and enforced to
the maximum extent permitted by law.



     11. AMENDMENTS. Any amendment to this Agreement must be made in writing and signed by the
EMPLOYEE and by either the President or Vice President of HCC.



     12. ASSIGNMENTS. All rights and obligations of HCC under this Agreement shall inure to the
benefit of, and be binding upon, the successors, surviving corporation and assigns of HCC and to
any purchaser of all or substantially all of the assets and business of HCC. This Agreement is not
assignable by the EMPLOYEE.



     13. WAIVER. No waiver of a violation of this Agreement shall constitute waiver of this
Agreement. Any failure or delay on the part of either party to exercise any remedy or right under
this Agreement shall not operate as a waiver. The failure of either party to require performance
of any of the terms, covenants, or provisions of this Agreement by the other party shall not
constitute a waiver of any of the rights under the Agreement. No covenant or condition of this
Agreement may be waived except by the written consent of the waiving party.



     14. ATTORNEY’S FEES. In the event any legal action or other proceeding is brought by HCC for
the enforcement of this Agreement, HCC shall be entitled to recover reasonable attorney’s fees and
all other costs incurred in that action or proceeding, in addition to any other relief to which it
may be entitled.



     15. GOVERNING LAW. This Agreement and performance hereunder shall be governed and construed
in accordance with the laws of the State of Illinois of the United States of America. The parties
agree to submit themselves to the jurisdiction of the federal or



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state courts sitting in Kane or
Cook County, Illinois. Any and all proceedings relating to the subject matter hereof shall be
maintained in the federal or state courts sitting in Kane or Cook County, Illinois, which courts
shall have exclusive jurisdiction for such purpose.



     16. OTHER EMPLOYEE ACKNOWLEDGEMENTS AND AGREEMENTS. The EMPLOYEE further acknowledges and
agrees that (i) EMPLOYEE is being offered employment based upon personal and professional
attributes attained through EMPLOYEE’s experience and education, (ii) that this offer of employment
is not, and said employment will not be, predicated on any implied or explicit understanding or
inference that EMPLOYEE will disclose or use any proprietary or confidential information acquired
or been made privy to as a result of EMPLOYEE’s prior employment or relationships, (iii) at no time
during said employment should EMPLOYEE display or otherwise make available to HCC, directly or
indirectly (including by undisclosed incorporation in HCC’s work product), any such proprietary or
confidential information, and (iv) EMPLOYEE has represented and warranted herein that the
performance of EMPLOYEE’s employment duties will not place EMPLOYEE in breach or violation of any
pre-existing covenant, agreement, restriction or limitation between EMPLOYEE and any former
employers or other parties.



     17. NO STRICT CONSTRUCTION. The language used in this Agreement shall be deemed to be the
language chosen by both of the parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party hereto. The parties hereto understand, agree and
acknowledge that, in any controversy, dispute or contest over the meaning, interpretation, validity
or enforceability of this Agreement or any of its terms or conditions, there shall be no inference,
presumption or conclusion drawn whatsoever against any party hereto by virtue of that party or its
agent having drafted this Agreement or any portion thereof.



     18. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties
concerning all aspects of EMPLOYEE’s employment and relationship with HCC and supersedes any and
all prior understandings, agreements or representations, either oral or in writing, between the
parties hereto.



     19. SURVIVAL. The provisions of this Agreement which by their nature extend beyond the
termination of the Agreement will survive termination of this Agreement for any reason.



     20. CERTIFICATION. THE PARTIES HERETO HAVE CAREFULLY READ ALL OF THE TERMS HEREIN STATED AND
HAVE GIVEN FULL CONSIDERATION TO THE RESTRAINTS, ACKNOWLEDGEMENTS AND AGREEMENTS IMPOSED UPON
EMPLOYEE BY THIS AGREEMENT, AND ARE IN FULL ACCORD AS TO THE NECESSITY THEREOF, AND EMPLOYEE ADMITS
AND DECLARES THAT HCC HAS BEEN INDUCED TO EMPLOY EMPLOYEE AND HAS ENTERED INTO THIS AGREEMENT UPON
THE REPRESENTATION OF EMPLOYEE THAT EMPLOYEE WILL ABIDE AND BE BOUND BY EACH OF SAID RESTRAINTS,
ACKNOWLEDGEMENTS AND AGREEMENTS; AND EMPLOYEE FURTHER ADMITS AND DECLARES THAT EMPLOYEE CONSIDERS
EACH AND EVERY SAID RESTRAINT, ACKNOWLEDGEMENT AND AGREEMENT REASONABLE INCLUDING BUT NOT LIMITED
TO IN RESPECT TO SUBJECT MATTER, LENGTH OF TIME, AND GEOGRAPHICAL AREA COVERED; AND THAT
IRRESPECTIVE OF WHATEVER MANNER THE EMPLOYMENT SHALL BE TERMINATED, THE RESTRAINTS,
ACKNOWLEDGEMENTS AND AGREEMENTS HEREINBEFORE PROVIDED FOR SHALL BE OPERATIVE DURING THE FULL PERIOD
HEREINABOVE MENTIONED AND THROUGHOUT ANY GEOGRAPHICAL AREA COVERED. EMPLOYEE HEREBY ACKNOWLEDGES
HAVING READ, UNDERSTOOD, AND AGREED TO THE ENTIRE CONTENTS OF THIS AGREEMENT BEFORE SIGNING
EMPLOYEE’S NAME BELOW, AND THAT EMPLOYEE HAS RECEIVED A COPY THEREOF FOR EMPLOYEE’S OWN USE.



     IN WITNESS WHEREOF, HCC and EMPLOYEE have executed this Agreement on this, the day and year
first written above, HCC acting through its duly authorized agent.




	 	 	 	 	 	 	 
	HERITAGE-CRYSTAL CLEAN, L.L.C.	 	 	 	EMPLOYEE
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	/s/  Tom Hillstrom
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	 	 	 	 	Witnessed by:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






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