usecology_10q-ex1057.htm


    
      
        

      

    

    EXHIBIT
10.57

    


    AMERICAN
ECOLOGY CORPORATION

    2010
Executive Management Incentive Plan

    


    
      	
              1.  

            	
              Purpose
      of the Plan

            


    

    
      	
               
      

            	
              The
      purpose of the American Ecology Corporation 2010 Executive Management
      Incentive Plan (“Plan” or “MIP”) is to provide key executive management
      employees, for the 2010 fiscal year, with incentive compensation
      consistent with the interests of American Ecology Corporation
      stockholders.

            


    

    


    
      	
              2.  

            	
              Eligibility

            


    

    
      	
               
      

            	
              Eligibility
      in the Plan is limited to Board approved and designated executive
      management employees of the Company and its subsidiaries (the “Company”).
      For purposes of the Plan, the Compensation Committee of the Company’s
      Board of Directors is the Plan
Administrator.

            


    

    


    
      	
               
      

            	
              A
      listing of employees approved by the Board of Directors (“Participants”)
      with their respective Initial Base Percentage (“IBP”) and Excess
      Percentage (“EP”) shall be maintained and administered by the Chief
      Financial Officer (“CFO”) under the direction of the Plan Administrator
      and is attached as Exhibit A. Participation
      in the Plan supersedes any prior agreements relating to the subject matter
      hereof, either written or verbal.

            


    

    


    
      	
               
      

            	
              Except
      in the event of the Participant’s death, to be eligible for the maximum
      incentive award (a “Bonus Award”) under the Plan, a Participant must have
      been employed on a full-time basis by the Company for the entire 12 months
      of 2010 (the “Performance Period”) and must be employed on the last day of
      the Performance Period and at the date of such payment. Plan Participants
      whose employment with the Company began during the Performance Period may
      be eligible for a Bonus Award on a pro rata basis. Plan Participants whose
      employment with the Company has been terminated, for any reason whatsoever
      (except for death), prior to the payment of any Bonus Award, shall not be
      eligible to receive any payment
hereunder.

            


    

    


    
      	
              3.  

            	
              Participant
      Groups

            


    

    
      	
               
      

            	
              The
      Plan provides for four Participant categories in
  2010.

            


    

    


    
      	
              A)   

            	
              President and Chief Executive
      Officer (“CEO”) - Fifty percent (50%) of the Bonus Award shall be
      based on the Company achieving operating income objectives, taking into
      account the cost of such Bonus Award. Up to an additional fifty percent
      (50%) shall be awarded, with the approval of the Board of Directors, for
      achieving annual priorities, updating and implementing Company initiatives
      and out year strategic plans, and implementing processes to ensure
      tracking and achievement of Board-adopted
  objectives.

            


    

    


    
      	
              B)   

            	
              Corporate Officer – Senior Vice
      President of Sales and Marketing - Fifty percent (50%) of the Bonus
      Award shall be based on the Company achieving operating income objectives,
      taking into account the cost of such Bonus Award. Up to an additional
      fifty percent (50%) shall be awarded, at the discretion of the CEO, for
      driving the overall sales and marketing effort to meet established
      territory targets, protecting existing business, team work, business
      development assessment, market development planning for out year growth
      and other evaluative factors.

            


    

    


    
      	
              C)   

            	
              Corporate Officers -
      This category includes the four Corporate Vice Presidents and their Bonus
      Awards shall be based on the following
criteria:

            


    

    


    
      	
              i.   

            	
              Vice President and Chief
      Financial Officer (“CFO”). Fifty percent (50%) of the Bonus Awards
      shall be based on the Company achieving operating income objectives,
      taking into account the cost of such Bonus Awards. Up to an additional
      fifty percent (50%) shall be awarded, at the discretion of the CEO, for
      compliance with federal securities regulations including financial
      reporting requirements and compliance and internal control requirements,
      investor relations, business development and financing initiatives,
      development of out year capital structure and finance plans, team work,
      and other evaluative factors.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              ii.   

            	
              Vice President of
      Operations. Fifty percent (50%) of the Bonus Award shall be based
      on the Company achieving operating income objectives, taking into account
      the cost of such Bonus Awards. Up to an additional fifty percent (50%)
      shall be awarded, at the discretion of the CEO for management of site
      efforts to achieve annual priorities, management of Company resources and
      completion of approved capital projects within budget and on schedule,
      effective management of health and safety programs, transportations
      arrangements, teamwork, and development of out-year plans for operating
      facility permit expansions and investments in operating facility plant and
      equipment.

            


    

    


    
      	
              iii.   

            	
              Vice President and Chief
      Information Officer. Fifty percent (50%) of the Bonus Award shall
      be based on the Company achieving operating income objectives, taking into
      account the cost of such Bonus Awards. Up to an additional fifty percent
      (50%) shall be awarded, at the discretion of the CFO, for achieving
      priorities for support on potential acquisitions, new information systems
      development and implementation, servicing ongoing Information Technology
      needs, developing out year information system and technology plans to
      support strategic plans, teamwork, support for the Company’s operating
      facilities and other evaluative
factors.

            


    

    


    
      	
              iv.   

            	
              Vice President and
      Controller. Fifty percent
      (50%) of the Bonus Award shall be based on the Company achieving operating
      income objectives, taking into account the cost of such Bonus Awards. Up
      to an additional fifty percent (50%) shall be awarded, at the discretion
      of the CFO, for compliance with federal securities regulations including
      financial reporting requirements and compliance, internal control
      requirements, financing initiatives, acquisition integration, team work
      and other evaluative factors.

            


    

    


    Bonus
Awards

    


    
      	
              A)   

            	
              Cash
      award at target
      performance:

            


    

    


    
      	
              i.   

            	
              CEO: Seventy-five
      percent (75%) of Participant’s base
salary.

            


    

     
 

    
      	
              ii.   

            	
              Senior Vice President of Sales
      and Marketing: Fifty percent (50%) of Participant’s base
      salary.

            


    

    


    
      	
              iii.   

            	
              CFO and Vice President of
      Operations:  Forty percent (40%) of Participant’s base
      salary.

            


    

    


    
      	
              iv.   

            	
              Vice President, Controller and
      Vice President Chief Information Officer:  Thirty five
      percent (35%) of Participant’s base
salary.

            


    

    


    
      	
              B)   

            	
              Additional
      cash award:

            


    

    


    
      	
              i.   

            	
              In
      the event the Company exceeds the target performance goal, the CEO will be
      eligible for an additional bonus payment calculated by multiplying his
      base salary by 2.5% for every 1% increase over the target performance
      goal.

            


    

     

    
      
        
        

      

      
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              ii.   

            	
              In
      the event the Company exceeds the target performance goal, the CFO, Vice
      President of Operations, Vice President and Chief Information Office, Vice
      President and Controller, and Senior Vice President of Sales and Marketing
      will be eligible for an additional bonus payment calculated by multiplying
      their respective salaries by 1% for every 1% increase over the target
      performance goal.

            


    

    


    Any and
all Bonus Awards shall be based on the availability of the Company’s final
audited financial statements for the Performance Period, prepared in accordance
with generally accepted accounting principles. For purposes of the Plan,
“Operating Income” is defined as Gross Profit less Selling, General and
Administrative Expenses after any accrual for Bonus Awards.

    


    The
Company shall pay Bonus Awards, if any, to Plan Participants upon certification
by the CEO and/or CFO that such payments are authorized by the Plan
Administrator and all applicable criteria contained herein have been met. All
Bonus Award payments shall be made within a reasonable time after approval and
availability of the Company’s final audited financial statements for the
Performance period.

    


    
      	
              4.  

            	
              Procedure

            


    

    
      	
               
      

            	
              The
      Plan Administrator shall have full power, discretion and authority to
      administer and interpret the Plan, including the calculation and
      verification of all Bonus Awards, and to establish rules and procedures
      for its administration, as the Plan Administrator deems necessary and
      appropriate. Any interpretation of the plan or other act of the Plan
      Administrator in administering the Plan shall be final and binding on all
      Plan Participants. No member of the Plan Administrator or the Board of
      Directors shall be liable for any action, interpretation or construction
      made in good faith with respect to the Plan. No member of the Plan
      Administrator shall participate in the Plan. The Company shall indemnify,
      to the fullest extent permitted by law, each member of the Board who
      becomes liable in any civil action or proceeding with respect to decisions
      made relating to the Plan. The CEO shall provide the Plan Administrator
      with a year-end report of Participants in the Plan and their respective
      annual salaries and recommendations for evaluative factor Bonus Awards for
      all participants other than himself, along with any other information that
      the Plan Administrator may request.  The Plan Administrator
      shall determine any evaluative factor Bonus Award for the
    CEO.

            


    

    


    
      	
               
      

            	
              A
      Plan Participant may be removed from the Plan, with no right to any Bonus
      Award under the Plan, if it is determined in the discretion of the Plan
      Administrator that any of the following have
  occurred:

            


    

    


    
      	
              A)   

            	
              Insubordination, misconduct,
      malfeasance, or any formal disciplinary action taken by the Company
      during the performance year or prior to
payment.

            


    

    


    
      	
              B)   

            	
              Disability. Should a
      Participant not be actively at work for an extended period of time due to
      an illness or injury, in such a way as to qualify for long-term disability
      benefits, he/she may not receive a
bonus.

            


    

    


    
      	
              C)   

            	
              Demotion. If a Plan
      Participant is removed from the Participant group that made him or her an
      eligible Participant under the Plan at any time during the Performance
      Period, then such employee shall be deemed to be ineligible for
      participation in the Plan and shall not receive any Bonus Award under the
      Plan.

            


    

    


    
      	
              5.  

            	
              Miscellaneous
      Provisions.

            


    

    


    
      	
              A)   

            	
              Employment Rights. The
      Plan does not constitute a contract of employment and participation in the
      Plan will not give a Participant the right to continue in the employ of
      the Company on a full-time, part-time or other basis or alter their
      at-will employment status. Participation in the
      Plan will not give any Participant any right or claim to any benefit under
      the Plan, unless such right or claim has specifically been granted by the
      Plan Administrator under the terms of the
Plan.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              B)   

            	
              Plan Administrator’s Final
      Decision. Any interpretation of the Plan and any decision on any
      matter pertaining to the Plan that is made by the Plan Administrator in
      its discretion in good faith shall be binding on all
    persons.

            


    

    


    
      	
              C)   

            	
              Governing Law. Except
      to the extent superseded by the laws of the United States, the laws of the
      State of Idaho, without regard to its conflicts of laws principles, shall
      govern in all matters relating to the
Plan.

            


    

    


    
      	
              D)   

            	
              Interests Not
      Transferable. Any interest of a Participant under the Plan may not
      be voluntarily sold, transferred, alienated, assigned or encumbered, other
      than by will or pursuant to the laws of descent and distribution.
      Notwithstanding the foregoing, if a Plan Participant dies during the
      Performance Period, or prior to payment of the Bonus Award, then a pro
      rata portion of the Bonus Award  that would otherwise be paid to
      such deceased Participant if such Participant were to remain in the active
      employment of the Company until the date of Payment of such Bonus Award
      shall be paid to the deceased Participant’s beneficiary, as designated in
      writing by such Participant; provided however, that if the deceased
      Participant has not designated a beneficiary then such amount shall be
      payable to the deceased Participant’s estate.  Payment to a
      Participant’s estate or beneficiary pursuant to this Section 5(d) shall be
      made in 2010.

            


    

    


    
      	
              E)   

            	
              Severability. In the
      event any provision of the Plan shall be held to be illegal or invalid for
      any reason, such illegality or invalidity shall not affect the remaining
      parts of the Plan, and the Plan shall be construed and enforced as if such
      illegal or invalid provisions had never been contained in the
      Plan.

            


    

    


    
      	
              F)   

            	
              Withholding. The Company will
      withhold from any amounts payable under the Plan applicable withholding
      including federal, state, city and local taxes, FICA and Medicare as shall
      be legally required. Additionally, the Company will withhold from any
      amounts payable under the Plan, the applicable contribution for the
      Participant’s 401(k) Savings and Retirement Plan as defined in the 401(K)
      Plan description protected under
ERISA.

            


    

    


    
      	
              G)   

            	
              Effect on Other Plans or
      Agreements. Payments or benefits provided to a Plan Participant
      under any stock, deferred compensation, savings, retirements or other
      employee benefit plan are governed solely by the terms of each of such
      plans.

            


    

    


    Effective
Date

    This Plan
is effective as of January 1, 2010.

     

    
      
        
        

      

      
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EXHIBIT
A

    


    AMERICAN
ECOLOGY CORPORATION

    2010
Executive Management Incentive Plan

    


    


    ELIGIBLE
PARTICIPANTS

    


    James R.
Baumgardner – President and CEO - IBP – 75%, EP – 2.5%

    Steve D.
Welling – Senior Vice President, Sales and Marketing – IBP – 50%, EP –
1%

    Jeffrey
R. Feeler –CFO – IBP – 40%, EP – 1%

    Simon G.
Bell – Vice President of Operations – IBP – 40%, EP – 1%

    John M.
Cooper – Vice President and Chief Information Officer – IBP – 35%, EP –
1%

    Eric L.
Gerratt – Vice President and Controller – IBP – 35%, EP – 1%

    


    
      
        
        

      

      
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    BENEFICIARY
DESIGNATION FORM

    


    I hereby
designate the following person or persons as Beneficiary to receive any
management incentive bonus payments due under the 2010 Executive Management
Incentive Plan, effective January 1, 2010, in the event of my death, reserving
the full right to revoke or modify this designation, or any modification
thereof, at any time by a further written designation:

    


    Primary
Beneficiary

     

    
      	 	 	 	 	 
	Name of
      Individual	 	Relationship to
      Me	 	Birth Date (if
      minor)


    

       

      


    
      	 
	Address


    

     


    
       

      
        	 	 	 
	Name of
    Trust	 	Date of
    Trust


      

       

    

    


    
      
        	 
	Trustee


      

       

      Provided,
however, that if such Primary Beneficiary shall not survive me by at least sixty
(60) days, the following shall be the Beneficiary:

    

    


    Contingent
Beneficiary

    
       

      
        	 	 	 	 	 
	Name of
      Individual	 	Relationship to
      Me	 	Birth Date (if
      minor)


      

         

       

      
        	 
	Address


      

        


      This
beneficiary designation shall not affect any other beneficiary designation form
that I may have on file with the Company regarding benefits other than that
referred to above.

    

     


     

    
      	 	 	 	 
	Date	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Name	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    Signature

     

    
      
        
        

      

      
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