EXHIBIT 10.42E


Clean Harbors, Inc.


Restricted Stock Award Agreement


Employee:


Number of Shares:


Date of Award:


Vesting Start Date:


THIS AGREEMENT (the “Agreement”)
is made as of the date set forth above between Clean Harbors, Inc., a
Massachusetts corporation (the “Company”), and
the above-referenced employee (the “Participant”).


For
valuable consideration, receipt of which is acknowledged, the parties hereto
agree as follows.


1.                 Issuance of Shares and Vesting.


Concurrently
with the execution hereof, the Company hereby grants to the Participant            
shares of Common Stock, par value $.01 per share, of the Company (the “Shares”) an award of Restricted Stock pursuant to the terms
of the Company’s 2000 Stock Incentive Plan, as amended (the “Plan”),  which is
incorporated herein in its entirety by this reference (and any capitalized
terms that are not defined herein shall have the meaning ascribed to such term
in the Plan). The Participant hereby accepts the award and agrees to acquire
and hold the Shares subject to the terms and provisions set forth in the Plan
and the additional terms and provisions contained herein. The Company will
promptly issue a certificate or certificates registered in the Participant’s
name representing the Shares, with such certificates to be held in escrow in
accordance with the terms of Section 3 hereof. Through and including the
Termination Date (as defined in Section 2 hereof), the Shares shall vest
in the Participant in such amounts and on such dates as are set out in Attachment A (the “Vesting Schedule”).
Notwithstanding the Vesting Schedule, one hundred (100%) percent of the Shares
shall vest in the event of a Change of Control of the Company. A Change of
Control of the Company shall be deemed to have occurred if the Company is a
party to any merger, consolidation or sale of assets, or there is a tender
offer for the Company’s common stock, or a contested election of the Company’s
directors, and as a result of any such event, either (i) the directors of
the Company in office immediately before such event cease to constitute a
majority of the Board of Directors of the Company, or of the company succeeding
to the Company’s business, or (ii) any company, person or entity
(including one or more persons and/or entities acting in concert as a group)
other than an affiliate of the Company gains “control” (ownership of more than
fifty (50%) percent of the outstanding voting stock of the Company) over the
Company. The concept of “control” shall be deemed to mean the direct or
indirect ownership, beneficially or of record, of voting stock of the Company.


2.                 Forfeiture of Unvested Shares.


If the
Participant ceases to be employed by the Company (or any subsidiary or parent
corporations as are included in the term “Company” as defined in the Plan) for
any reason (including, without limitation, death, disability, termination or
voluntary resignation), the Company shall automatically reacquire any of the
Shares which have not vested in accordance with this Section 1 (the “Unvested Shares”) as of the effective date of such cessation
(the “Termination Date”) and the Participant
shall forfeit such Unvested Shares unconditionally and shall have no further
right or interest in such Shares unless the Company agrees in writing to waive
its reacquisition right as to some or all of the Unvested Shares.


3.                 Custody of Stock Certificates.


a.                 Concurrently with
the execution hereof, the Participant shall deliver to the Treasurer of the
Company, as custodian (the “Custodian”),
all stock certificates representing the Shares issued to 











the Participant together
with a stock transfer power or powers transferring said Shares, duly executed
in blank by the Participant. The certificates and powers of a Participant so
delivered to the Custodian shall be held by the Custodian for the benefit and
in favor of such Participant, subject to the provisions of this Section 3.
Notwithstanding the escrow, the Participant shall retain the right to vote and
enjoy all other rights and incidents of ownership of the Shares represented by
said certificates and powers except as may be restricted hereunder. The
Custodian shall issue a receipt to the Participant evidencing the delivery of
the stock certificates and transfer powers.


b.                The Custodian
shall arrange to keep any stock certificates and stock transfer powers
delivered to him or her under this Section 3 in a secure place and shall
keep true and accurate records of all such certificates and powers. The Company
shall indemnify and hold harmless the Custodian against any and all costs or
expenses (including attorneys’ fees expenses), judgments, fines, losses,
claims, damages, liabilities and amounts paid in settlement in connection with
any claim, action, suit, proceeding or investigation arising out of or
pertaining to this Agreement. Any person succeeding to the office of Treasurer
shall succeed to and assume the rights and obligations of Custodian hereunder.


c.                 Following the
close of each calendar quarter, upon the written request of the Participant,
the Custodian shall deliver to the Participant stock certificates and stock
transfer powers representing such number of Shares as became vested in the
Participant and ceased to be Unvested Shares hereunder during such calendar
quarter. After all of the Shares have vested, the Custodian shall deliver to
the Participant any stock certificates and stock transfer powers executed by
the Participant representing Shares remaining in the possession of the
Custodian. The Participant hereby authorizes the Custodian to deliver to the
Company any and all Shares that are forfeited under the provisions of this
Agreement.


4.                 Restrictions on Transfer.


The Participant
shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of,
by gift, sale, operation of law or otherwise (collectively “transfer”), any
Unvested Shares or any interest therein.


5.                 Restrictions and Restrictive Legends.


The Participant hereby acknowledges
and agrees that the Shares are subject to all restrictions on transfer imposed
by this Agreement between the Participant and the Company, by Section 9(a) of
the Plan, and applicable state and federal securities laws, and that all
certificates representing Shares shall have affixed thereto a legend in
substantially the following form:


The shares of stock represented by this certificate
are subject to restrictions on transfer set forth in that certain 2000 Stock
Incentive Plan and a Restricted Stock Award Agreement, copies of which are
available for inspection without charge at the office of the Treasurer of the
Company.


6.                 Effect of Prohibited Transfer.


The Company shall
not be required (a) to transfer on its books any of the Shares which shall
have been sold or transferred in violation of any of the restrictions imposed
by this Agreement, or (b) to treat as owner of such Shares or to pay
dividends to any transferee to whom any such Shares shall have been so sold or
transferred.


7.                 Adjustments for Stock Splits, Stock Dividends, Etc.


If from time to time there is any stock split-up,
stock dividend, stock distribution or other reclassification of the Common
Stock of the Company, any and all new, substituted or additional securities to
which the Participant is entitled by reason of Participant’s ownership of
Shares shall be immediately 



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subject to the
restrictions on transfer and other provisions of this Agreement in the same
manner and to the same extent as such Shares.


8.                 Severability.


The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall
be severable and enforceable to the extent permitted by law.


9.                 Withholding Taxes.


a.                 The Participant
acknowledges and agrees that in the case of the issuance of Restricted Stock
that is “substantially vested” (within the meaning of Treasury Regulations Section 1.83-3(b)),
the Committee may require the Participant to remit to the Company an amount
sufficient to satisfy any federal, foreign, state or local withholding tax
requirements (or make other arrangements satisfactory to the Company with
regard to such taxes, including withholding from regular cash compensation,
providing other security to the Company, or remitting or foregoing the receipt
of Shares having a fair market value on the date of delivery sufficient to
satisfy such obligations prior to the issuance of any Shares pursuant to the
grant of Restricted Stock).


b.                The Participant
acknowledges and agrees that in the case of Restricted Stock that is not “substantially
vested” upon issuance, if the Committee determines that under applicable law
and regulations the Company could be liable for the withholding of any federal,
foreign, state or local tax with respect to such Shares, the Committee may
require the Participant to remit to the Company an amount sufficient to satisfy
any such potential liability (or make other arrangements satisfactory to the
Company with respect to such taxes, including withholding from regular cash
compensation providing other security to the Company, or remitting or foregoing
the receipt of Shares having a fair market value on the date of delivery
sufficient to satisfy such obligations) at the time such Shares of Restricted
Stock are delivered to the Participant, at the time the Participant makes an
election under 83(b) of the Internal Revenue Code of 1986, as amended (the
“Code”), with respect to such Shares, or at the time such Shares become “substantially
vested,” and/or to agree to augment such security from time to time in any
amount reasonably deemed necessary by the Committee to preserve the adequacy of
such security. The Participant acknowledges that the Shares of Restricted Stock
are subject to the forfeiture obligation under Section 2 of this Agreement
and such forfeiture obligation may be treated as a substantial risk of
forfeiture within the meaning of Section 83 of the Code, and that, in the
absence of an election under Section 83(b) of the Code, such
treatment could delay the determination of the tax consequences of such
purchase for both the Company and the Participant (possibly to the Participant’s
detriment). If the Participant files a timely election under Section 83(b) of
the Code, the Participant shall provide the Company with an original copy of
such timely filed election and a certified mail or overnight courier receipt of
such filing within 10 days of the time the election is filed.


10.          Waiver;
Termination.


Any provision
contained in this Agreement may be waived, either generally or in any
particular instance, by the Company. This Agreement may be terminated as
provided in the Plan.


11.          Binding
Effect.


This Agreement shall be binding upon and inure to the
benefit of the Company and the Participant and their respective heirs,
executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 4 of this
Agreement.



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12.          Notice.


All notices
required or permitted hereunder shall be in writing and deemed effectively
given (i) upon personal delivery (ii) one (1) day after delivery
to an overnight courier service which provides for a receipt upon delivery, or (iii) three
(3) days after deposit with the United States Post Office, by registered
or certified mail, postage prepaid, addressed, if to the Company, to Clean
Harbors, Inc., 1501 Washington Street, P.O. Box 859048, Braintree,
Massachusetts 02185-9048, Attention Treasurer; if to the Custodian, to
the Company’s aforesaid address, attention Treasurer; and if to the
Participant, to the address shown beneath his or her respective signature to
this Agreement, or at such other address or addresses as either party shall
designate to the other in accordance with this Section 12.


13.          Pronouns.


Whenever the
context may require, any pronouns used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural, and vice-versa.


14.          Entire
Agreement.


This Agreement,
together with the Plan, constitutes the entire agreement between the parties,
and supersedes all prior agreements and understandings, relating to the subject
matter of this Agreement.


15.          Amendment.


This Agreement may
be amended or modified only by a written instrument executed by both the
Company and the Participant.


16.          Governing
Law.


This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts.



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


Clean
Harbors, Inc.


	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:   Alan S. McKim

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
  Title:     President and
  CEO

  	
   

  	
   

  	
   

  



 


	
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature of
  Participant)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Printed Name of
  Participant)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Residence Street
  Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (City)                    (State)                     (Zip
  Code)

  	
   

  	
   

  



 



 5















Attachment A


Vesting Schedule




	
                          
  Shares on                         
  2006

  	
   

  
	
                          
  Shares on                         
  2007

  	
   

  
	
                          
  Shares on                         
  2008

  	
   

  
	
                          
  Shares on                         
  2009

  	
   

  
	
                          
  Shares on                         
  2010

  	
   

  
	
   

  	
   

  






 


	
  Clean Harbors, Inc.

  	
  Participant

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
  Alan S. McKim

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
  President and CEO