Exhibit (10) (r)

                                                              October 5, 1999

Private and Confidential
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Title FirstName LastName
Address1
City,State  PostalCode

Dear FirstName:

         Safety-Kleen Corp.  ("Safety-Kleen")  and Safety-Kleen  Services,  Inc.
("Services"),  (Safety-Kleen,  Services,  and their  subsidiaries,  collectively
referred to herein, as the "Corporation")  consider it essential and in the best
interests of the  Corporation  and their  shareholders  to foster the continuous
employment of key management  personnel.  In this regard, the board of directors
of Safety-Kleen  (the "Board") has determined that  appropriate  steps should be
taken to reinforce and encourage the continued  attention and  dedication of the
members of senior management of the Corporation,  including  yourself,  to their
assigned  duties  without  distraction  in the  face of  potentially  disturbing
circumstances  arising from any possible  change in control of  Safety-Kleen  or
Services.

         In order to induce you to remain in the employ of the Corporation,  the
Corporation  has agreed with you that you shall receive the  severance  benefits
set  forth  in this  letter  agreement  (this  "Agreement")  in the  event  your
employment with the Corporation is terminated  subsequent to a Change in Control
(as defined below) under the circumstances described below.

1.       Change in Control.  No benefits shall be payable hereunder unless there
         ------------------
         shall have been a "Change in  Control",  which,  for  purposes  of this
         Agreement, shall mean the occurrence of any of the following:

              a. (X) any  person  (as such term is used in Rule  13(d)- 5 of the
         SEC under the 1934 Act) or group (as such term is  defined  in  Section
         13(d) of the 1934 Act), other than a subsidiary or any employee benefit
         plan (or related trust) of Safety-Kleen or its subsidiary,  becomes the
         beneficial  owner of 15% or more of the common stock of Safety-Kleen or
         of voting  securities  representing  15% or more of the combined voting
         power of all voting securities of Safety-Kleen, (Y) Laidlaw Inc. ceases
         to be the beneficial owner, directly or indirectly, of 43.6% or more of
         the voting  securities of Safety-Kleen  and (Z) another person or group
         becomes the beneficial owner of voting securities of Safety-Kleen which
         represent  a larger  number of voting  securities  than  those  held by
         Laidlaw Inc.

              b.   within a period of 24 months or less, the individuals who, as
         of any date, constitute the Board (the "Incumbent Directors") cease for
         any reason to


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         constitute  at least a majority of the Board  unless at the end of such
         period,  the majority of individuals  then  constituting the Board were
         nominated  upon  the  recommendation  of a  majority  of the  Incumbent
         Directors.

              c.   the sale or other disposition  of all or substantially all of
         the  assets  of  Safety-Kleen  or  Services.

              d.   the sale or  other disposition by Safety-Kleen of 50% or more
         of the voting  securities  of Services or any other  transaction  which
         results in any person,  other than  Safety-Kleen or a subsidiary or any
         employee benefit plan of Safety-Kleen, becoming the beneficial owner of
         50% or more of the voting securities of Services.

2.       Termination  Following Change in Control.  If a Change in Control shall
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         have  occurred,  you shall be entitled  to the  benefits  provided  for
         herein   upon   the   subsequent   termination   of   your   employment
         ("Termination")  during the period ("Window Period") beginning upon the
         date of the  Change in  Control  and  ending  on the third  anniversary
         thereof,   unless  such   Termination  is  because  of  your  death  or
         retirement,  by the Corporation for Cause or by you other than for Good
         Reason. For purposes of this paragraph:

             a.   "Cause" shall mean:

                  (I) the willful and continued  failure by you substantially to
                  perform your duties with the Corporation  (other than any such
                  failure  resulting  from your  incapacity  due to  physical or
                  mental  illness  or any such  actual  or  anticipated  failure
                  resulting  from  Termination  by  you  for  Good  Reason,   as
                  hereinafter  defined) after a written  demand for  substantial
                  performance  is  delivered  to you by the  Board or  executive
                  management  of  the  Corporation,  which  demand  specifically
                  identifies   the  manner  in  which  the  Board  or  executive
                  management believes that you have not substantially  performed
                  your duties and you failed to correct  such failure to perform
                  your  duties  within  30 days  after  such  written  demand is
                  delivered to you; or

                  (II)  the  willful   engaging  by  you  in  conduct   that  is
                  demonstrably  and  materially  injurious  to the  Corporation,
                  monetarily or otherwise,  and no act or failure to act on your
                  part shall be deemed  "willful"  unless done, or omitted to be
                  done, by you not in good faith and without  reasonable  belief
                  that your action or omission was in the best  interests of the
                  Corporation;

             b.   "Good Reason" shall  mean the occurrence, without your express
             written consent, of any of the following:

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                  (I)  Inconsistent   Duties  -  a  meaningful  and  detrimental
                  alteration in your position or in the nature or status of your
                  responsibilities from those in effect immediately prior to the
                  Change in Control;

                  (II)   Reduction  in   Remuneration   -  a  reduction  by  the
                  Corporation   in  your   annual   base  salary  as  in  effect
                  immediately  prior to the  Change  in  Control  or at any time
                  during the window period; or a reduction by the Corporation in
                  long term incentive opportunity as in effect immediately prior
                  to the  Change in  Control  or at any time  during  the window
                  period; or a reduction by the Corporation in bonus opportunity
                  as in effect  immediately prior to the Change in Control or at
                  any time during the window period;

                  (III)  Relocation  - the  relocation  of  the  office  of  the
                  Corporation  where you are  employed at the time of the Change
                  in Control  ("the CIC  Location")  to a location  that is more
                  than 40 miles away from the CIC Location,  or the  Corporation
                  requiring you to be based more than 40 miles away from the CIC
                  Location  (except  for  required  travel  on  the  Corporation
                  business  to an  extent  substantially  consistent  with  your
                  customary  business travel  obligations in the ordinary course
                  of your  business  during  the year  immediately  prior to the
                  Change in Control);  provided,  however,  your relocation,  in
                  connection  with  the  consolidation  of  Safety-Kleen   Corp.
                  offices in Columbia,  S.C.,  shall not  constitute  Reason for
                  Termination   by  you  and  shall  not   entitle  you  to  the
                  Termination Payment (hereinafter defined) in the event of your
                  refusal to relocate.

                  (IV) Benefits and Perquisites - the failure by the Corporation
                  to continue to provide you with  benefits and  perquisites  at
                  least as favorable as those enjoyed by you  immediately  prior
                  to the Change in Control as may be  increased  thereafter  and
                  prior to the expiry of the Window Period.

3.       Termination  Payment.  If any event of Termination  shall have occurred
         --------------------
         during  the  Window  Period and prior to the expiry of the Term of this
         Agreement, and you shall have provided written notice to that effect to
         the Corporation,  you shall be entitled to a payment ("the  Termination
         Payment")  in  a  lump  sum  (subject  to   mandatory   statutory   tax
         withholding)  in the  amount of twelve  month's  average  compensation.
         Average  compensation is equal to the average aggregate monthly salary,
         bonus, and perquisites  during the fiscal year of the Corporation ended
         immediately prior to the date ("Termination Payment Date") on which the
         Termination  Payment  shall  be  due  provided,  however,  the  average
         compensation  shall  not be less  than the  average  aggregate  monthly
         salary,  bonus, and perquisites  received during the fiscal year ending
         August 31, 1999.

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4.       Continuation of Benefits following Termination
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         For twelve months  following the  Termination,  the  Corporation  shall
         continue to provide to you and your family welfare benefits (including,
         without limitation,  medical, prescription,  dental, disability, salary
         continuance,  individual life, group life,  accidental death and travel
         accident  insurance  plans and  programs),  fringe  benefits  and other
         perquisites,  which  are at least as  favorable  as the most  favorable
         plans of the  Corporation  applicable to you and other peer  executives
         and their  families  as of the  Termination,  but which are in no event
         less  favorable  than  the  most  favorable  plans  of the  Corporation
         applicable to you and other peer  executives and their families  during
         the 90-day period immediately before the Change of Control. The cost to
         you of such welfare benefits shall not exceed the cost of such benefits
         to you  immediately  before the  Termination or, if less, the Change of
         Control.  Notwithstanding  the foregoing,  if you are covered under any
         medical, life, or disability insurance plan(s) provided by a subsequent
         employer,  then the amount of  coverage  required to be provided by the
         Corporation  hereunder  shall be secondary to the coverage  provided by
         the  subsequent  employer's  medical,  life,  or  disability  insurance
         plan(s).  Your rights under this paragraph shall be in addition to, and
         not  in  lieu  of,  any  post-termination   continuation   coverage  or
         conversion  rights you may have pursuant to applicable  law,  including
         without limitation  continuation  coverage required by Section 4980B of
         the Code and Section 601 et. seq.  of the  Employee  Retirement  Income
         Security Act of 1974, as amended.

5.       Employee  Stock Options.  Upon a Change  of  Control,  the  Corporation
         -----------------------
         shall pay to you a lump-sum  cash  payment  equal to the  spread  (fair
         market value over exercise price) of all outstanding options granted to
         you for shares of common stock of  Safety-Kleen  whether  vested or not
         vested at the time of the Change of Control.

6.       Legal Counsel Fees.  If the Corporation shall  fail to comply  with its
         ------------------
         obligations  hereunder or call into question the legal validity of this
         Agreement,  all  reasonable  legal  counsel fees incurred by you in the
         course of seeking to enforce this Agreement shall be for the account of
         and payable by the Corporation, except to the extent that a court shall
         determine  that your action in seeking to enforce  this  Agreement  was
         frivolous.

7.       Outplacement Expenses. In the event that the Termination  Payment shall
         ---------------------
         become payable  hereunder,  the Corporation  shall pay, on your behalf,
         the fees and expenses of  "outplacement"  services on your behalf which
         shall have been arranged by you, to a maximum of $25,000.


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8.       Confidentiality and Noncompetition
         ----------------------------------

8.1      Confidentiality.  You acknowledge that it is the policy of the Corpora-
         ---------------
         tion to maintain as secret and  confidential  all  valuable  and unique
         information  and  techniques   acquired,   developed  or  used  by  the
         Corporation  relating  to their  business,  operations,  employees  and
         customers,  which gives the Corporation a competitive  advantage in the
         businesses  in  which  the   Corporation   is  engaged   ("Confidential
         Information").  You recognize that all such Confidential Information is
         the sole and exclusive property of the Corporation, and that disclosure
         of Confidential Information would cause damage to the Corporation.  You
         agree that,  except as required by the duties of your  employment  with
         the  Corporation  and except in connection  with  enforcing your rights
         under this Agreement or if compelled by a court or governmental agency,
         you will not,  without the consent of the  Corporation,  disseminate or
         otherwise  disclose any Confidential  Information  obtained during your
         employment  with the  Corporation  for so long as such  information  is
         valuable and unique.

8.2      Non-competition/ Non-solicitation.
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               a.    You agree that,  during the period of your  employment with
         the  Corporation  and, if your employment is terminated for any reason,
         thereafter  for a  period  of one (1)  year,  you  will not at any time
         directly or indirectly,  in any capacity,  engage or participate in, or
         become  employed by or render  advisory or consulting or other services
         in  connection  with any  Prohibited  Business  as  defined  in Section
         8.2(d).

               b.    You agree that,  during the period of your  employment with
         the  Corporation  and, if your employment is terminated for any reason,
         thereafter  for a  period  of one (1)  year,  you  shall  not  make any
         financial investment, whether in the form of equity or debt, or own any
         interest,  directly or indirectly, in any Prohibited Business.  Nothing
         in this Section  8.2(b)  shall,  however,  restrict you from making any
         investment  in  any  company  whose  stock  is  listed  on  a  national
         securities exchange or actively traded in the over-the-counter  market;
         provided  that (1)  such  investment  does  not  give you the  right or
         ability to control or influence the policy  decisions of any Prohibited
         Business,  and (2) such  investment  does  not  create  a  conflict  of
         interest  between  your  duties  hereunder  and your  interest  in such
         investment.

               c.    You agree that,  during the period of your  employment with
         the  Corporation  and, if your employment is terminated for any reason,
         thereafter  for a period of one (1) year,  you shall not (1) employ any
         employee of the  Corporation  or (2) interfere  with the  Corporation's
         relationship  with, or endeavor to entice away from the Corporation any
         person, firm, corporation,  or other business organization who or which
         at any time (whether  before or
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<PAGE>

         after the date of your  termination  of  employment),  was an employee,
         customer,  vendor or supplier of, or maintained a business relationship
         with, any business of the  Corporation  which was conducted at any time
         during  the period  commencing  one year  prior to the  termination  of
         employment.

               d.    For the purpose of this Section 8.2, "Prohibited  Business"
         shall be  defined as any entity  and any  branch,  office or  operation
         thereof,  which is a direct and material  competitor of the Corporation
         wherever the Corporation does business, in the United States or abroad.

8.3      Remedy.  You and the Corporation  specifically agree that, in the event
         ------
         that you shall  breach  your  obligations  under  this  Section  8, the
         Corporation will suffer  irreparable  injury and no adequate remedy for
         such breach,  and shall be entitled to injunctive relief therefor,  and
         in particular,  without  limiting the generality of the foregoing,  the
         Corporation  shall not be precluded  from pursuing any and all remedies
         it may  have  at law or in  equity  for  breach  of  such  obligations;
         provided,  however,  that such breach shall not in any manner or degree
         whatsoever  limit,  reduce or otherwise  affect the  obligations of the
         Corporation  under this  Agreement,  and in no event  shall an asserted
         breach of your obligations  under this Section 8 constitute a basis for
         deferring or  withholding  any amounts  otherwise  payable to you under
         this Agreement.

9.       Term.  This  Agreement  shall  terminate on the later of (a) the  third
         ----
         anniversary  of the date hereof and (b) the expiry of the Window Period
         in respect  of the last  Change in Control  which  shall have  occurred
         prior to the third anniversary of the date hereof.

10.      Final  Agreement.  It is the intention of the  Corporation and you that
         ----------------
         the  compensation  and  benefits  to be  provided  to  you  under  this
         Agreement shall be the only  compensation  and benefits to you provided
         by the  Corporation  in the  event of your  Termination  of  employment
         following the Change in Control,  and by your  acceptance  hereof,  you
         hereby  waive any and all other rights which you might have as a result
         of such Termination of employment.

11.      Notice.  For  purposes  of  this  Agreement,   notices  and  all  other
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         communications  shall be in  writing  and shall be hand  delivered  and
         shall  be  deemed  given  when  delivered  and  received  addressed  to
         Safety-Kleen  Corp., 1301 Gervais Street,  Suite 300,  Columbia,  South
         Carolina 29201, Attention: Vice President,  Administration or to you at
         the  address set forth on the first page of this  Agreement  or to such
         other  address  as  either  party  may have  furnished  to the other in
         writing in accordance herewith.

12.      Governing  Law.  This Agreement  shall be governed by and  construed in
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         accordance  with  the laws of  the State  of South  Carolina applicable
         therein.

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<PAGE>

13.      Severability.  The  invalidity or unenforceability  of any provision of
         ------------
         this Agreement shall not effectthe  validity or  enforceability  of any
         other  provision of this Agreement which shall remain in full force and
         effect.

14.      Counterparts.  This Agreement  may be  executed in  counterparts,  each
         ------------
         of which shall  be deemed to  be an original but both of which together
         shall constitute one and the same instrument.

15.      No Contract of Employment. Nothing in this Agreement shall be construed
         --------------------------
         as  giving you  any right  to  be  retained i n  the employment  of the
         Corporation.

         If the foregoing sets forth our agreement on the subject matter hereof,
kindly  sign in the space  provided  below and return to the Vice  President  of
Administration  of the Corporation for execution by the  Corporation.  One fully
executed copy of this Agreement shall be returned to you.

                                          SAFETY-KLEEN CORP.
                                          By:
                                             --------------------------------
                                          Kenneth W. Winger
                                          President / Chief Executive Officer



                                          SAFETY-KLEEN SERVICES, INC.
                                          By:
                                             --------------------------------
                                          Kenneth W. Winger
                                          President / Chief Executive Officer


Agreed to this           day of
                     , 1999

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FirstName  LastName



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