**Exhibit 10.3**

 

**The Bonuscontemplated in this Agreement will not be paid unless the SettlementAgreement in the Louisiana Suit has received final, non-appealable approval bythe Courtand the settlement proceeds thereunder are distributed pursuant to its terms.**

 

**RETENTIONAWARD AGREEMENT**

 

This RetentionAward Agreement (this “Agreement”), dated as of December 31, 2005,is by and between 3CI Complete Compliance Corporation, d/b/a American 3CI (“Employer”),and            (“Employee”).

 

WITNESSETH:

 

WHEREAS,Employer is a party to a Settlement Agreement, dated as of November 11,2005, as it may be modified from time to time (the “Settlement Agreement”),pursuant to which the parties have agreed to settle all claims in cause no.467704-A, *Robb et al. v. Stericycle, Inc. et al.*,in the First Judicial District Court, Caddo Parish, Louisiana (the “Court”);

 

WHEREAS, thedistribution of settlement proceeds agreed to in the Settlement Agreement willoccur when the Final Order and Judgment, as defined in the SettlementAgreement, entered in the Louisiana Suit becomes final and no longer subject toreview by appeal (the “Effective Time of Settlement” as further definedin the Settlement Agreement);

 

WHEREAS,Employer believes it will obtain a material benefit if Employee remains anemployee of Employer until the Effective Time of Settlement;

 

WHEREAS,Employer has created an Employee Retention Program, of which this Agreement isa part, in an effort to retain its employees and provide an incentive to itsemployees to continue working for Employer until the Effective Time ofSettlement;

 

NOW,THEREFORE, in consideration of the foregoing, the covenants and agreements setforth herein, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, Employer and Employee agree asfollows:

 

# 1.                                       StayBonus.  If Employee remains incontinuous and active employment with Employer from the date of this Agreementto the Effective Time of Settlement, Employee shall be entitled to, and Employershall pay to Employee, his representative or his estate, a cash bonus in theamount of $          (the “Bonus”) under the terms of the 3CI Employee RetentionProgram.  Subject to Employer’sobligations under applicable tax laws, the Bonus will be paid in a singlelump-sum cash payment either contemporaneously with, or as soon asadministratively practicable following, the Effective Time of Settlement.  Notwithstanding any provision in thisAgreement to the contrary, no Bonus or any other amount shall be paid toEmployee under this Agreement unless and until the Effective Time ofSettlement.

 

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# 2.                                       NoRight to Continue Employment. Nothing in this Agreement alters the employment at-will relationshipbetween Employee and Employer.  Employershall have the right at any time to terminate, with or without Cause, asdefined below, the employment of Employee. Notwithstanding this right of termination, however, if Employee’semployment with Employer prior to the Effective Time of Settlement isterminated (a) by Employer, for any reason other than for “Cause,”including death or disability, or (b) by Employee, because Employer haschanged any of the material terms of Employee’s employment (e.g. job duties,existing remuneration and benefits, place of work) and such change has madeEmployee’s job substantially more onerous for Employee, then, Employee shall beentitled to, and Employer shall pay, the Bonus at the time and on the termsotherwise specified in this Agreement. As used in this Agreement, “Cause” shall mean (i) Employee’s grossnegligence in the performance of his duties as an employee of the Company, orthe intentional nonperformance or intentional mis-performance of such duties; (ii) Employee’sfailure to abide by or comply with the Company’s written policies andprocedures as of the date of this Agreement; (iii) Employee’s dishonesty,fraud or willful misconduct with respect to the business or affairs of theCompany; (iv) Employee’s conviction of a felony or other crime involvingmoral turpitude; or (v) Employee’s abuse of alcohol or drugs (legal orillegal) that, in the Special Committee’s sole judgment, impairs the Employee’sability to perform his or her duties as an employee of the Company.  Employer represents to Employee that as ofthe date of this Agreement Employer is not aware of any basis for Employer toterminate Employee’s employment for Cause.

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# 3.                                       Releases.

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## a.                                       GeneralRelease by Employee.  Effective atthe Effective Time of Settlement, Employee, for himself/herself and on behalfof his/her attorneys, heirs, assigns, executors, representatives andadministrators, hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES AND FOREVERDISCHARGES Employer****and each ofits current and former parent, subsidiary, affiliated, and relatedcorporations, firms, associations, partnerships, and entities (and theirrespective successors and assigns), and the current and former owners,partners, shareholders, directors, officers, employees, agents, attorneys,representatives and insurers of said corporations, firms, associations,partnerships, and entities (hereinafter collectively referred to as the “Releasees”)from all claims, complaints, grievances, liabilities, obligations, promises,agreements, damages, causes of action, rights, debts, wages, commissions, demands,controversies, costs, losses, and expenses (including attorneys’ fees andexpenses) whatsoever (the “ Employee Claims”) under any municipal, local,state, or federal law, common or statutory, whether arising in contract ortort, for any actions or omissions whatsoever, whether known or unknown, thatexist or may exist prior to, or contemporaneously with, the Effective Time ofSettlement.  Notwithstanding anythingcontained in this Agreement to the contrary, Employee does not release pursuantto this Agreement any Employee Claims under or against (i) Employerregarding or under Employer’s 401K plan, Employer’s dental, health, employeebenefit and welfare plans or policies, this Agreement, hourly or salariedcompensation, bonuses, overtime, vacation or sick pay, and indemnity; and (ii) Stericycle, Inc.and Waste Systems, Inc. and their respective subsidiaries and affiliates(excluding Employer), successors, assigns, directors, officers, agents,attorneys, representatives and insurers, and Jack W. Schuler, Mark C. Miller,Frank J. M. ten Brink, and Anthony J. Tomasello, and their respectiveaffiliates (excluding Employer), heirs, assigns, representatives, agents,attorneys and insurers.

 

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## b.                                      General Releaseby Employer.  Effective at theEffective Time of Settlement, Employer hereby irrevocably and unconditionallyreleases and forever discharges Employee from all claims, grievances,liabilities, obligations, promises, agreements, damages, causes of action, rights,debts, demands, controversies, costs, losses, and expenses (including attorneys’fees and expenses) whatsoever (the “Employer Claims”) under any municipal,local, state, or federal law, common or statutory, whether arising in contractor tort, for any actions or admissions whatsoever, whether known or unknown,that existed or may have existed prior to, or contemporaneously with, theEffective Time of Settlement. Notwithstanding anything contained to the contrary in this Agreement,Employer does not release pursuant to this Agreement any Employer Claimsagainst Employee, his or her heirs, assigns, representatives, agents, attorneysand insurers, for any acts or omissions of Employee constituting “Cause” asdefined in this Agreement.

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# 4.                                       Effecton Retirement and Other Benefit Plans. For purposes of any employee benefit plans of Employer, including its401K plan, any payments made pursuant to this Agreement shall be subject to theterms and conditions, including the method of computing compensation or contributions,of such plan as they exist at the Effective Time of Settlement.  Neither this Agreement nor any payments madepursuant to this Agreement are intended to constitute a “Retirement Plan” or “WelfarePlan” under the Employee Retirement Income Security Act of 1974, as amended.

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# 5.                                       Non-Assignability.  Employee may not assign, pledge or otherwisedispose of any of her or his rights, obligations, or interests under thisAgreement.  If Employee attempts toassign, pledge or otherwise dispose of any right Employee may have under thisAgreement, or if any levy, attachment, execution, or similar process upon theright or interest conferred by this Agreement occurs, Employer may immediatelyterminate this Agreement and Employee’s right to receive any payments pursuantto this Agreement, and this Agreement and all of Employee’s rights pursuant tothis Agreement shall thereupon become null and void.

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# 6.                                       Paymentfrom the Settlement Proceeds. The Bonus is part of the Settlement Proceedsto be obtained by Employer pursuant to the Settlement Agreement.  **The Bonuscontemplated to be paid hereunder will not be paid unless the SettlementAgreement is finally approved by the Court and until the Effective Time ofSettlement.**

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# 7.                                       Interpretation.  The Special Committee of Employer shall havefull and sole power and authority to interpret, construe, and administer thisAgreement.  The Special Committee’sinterpretations and construction hereof, and actions hereunder, including theamount or recipient of any Bonus, shall be binding and conclusive on allpersons and entities for all purposes. None of the individual members of the Special Committee, the SpecialCommittee, Employer or any officer or director of Employer shall be liable toany person or entity, including Employee and her or his representative oragent, for any action taken, or omitted to be taken, in connection with theinterpretation and administration of this Agreement unless attributable to his,her or its a lack of good faith.

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# 8.                                       TaxWithholding.  Employer shall withholdfrom any Bonus payment all income, employment, and other taxes and benefits asEmployer deems necessary to satisfy the Employee’s obligations pursuant to anylaw or government regulation or ruling or employee

 

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# benefit plan. The aggregate amount required to be withheld from any Bonus paidpursuant to this Agreement shall be deducted from such Bonus payment.

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# 9.                                       GoverningLaw*. *ThisAgreement shall be governed by the laws of the State of Texas****(without regard to any conflicts of lawprinciples that would require the application of the laws of any otherjurisdiction).  Litigation concerning anydispute over the interpretation or enforcement of this Agreement will be filedand resolved in a federal or state court in Tarrant County, Texas.

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# 10.                                 AttorneyFees.   If a dispute arises over theinterpretation or enforcement of this Agreement, the prevailing party in anylitigation shall be entitled to the recovery of his, her or its attorney feesfrom the non-prevailing party.

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# 11.                                 Definitions.   Any capitalized term in this Agreement thatis not otherwise defined herein shall have the meaning given it in theSettlement Agreement.

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# 12.                                 NoReduction.   Employer does not have,and will not attempt to exercise, any right of offset, recoupment, counterclaimor similar right to reduce or excuse payment of the Bonus.

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# 13.                                 Scopeand Modification of Agreement.**** This Agreement constitutes the entireagreement regarding a retention bonus or the Bonus between Employer andEmployee and supersedes all prior and contemporaneous oral or writtenagreements or understandings of Employer and Employee regarding the subjectmatter hereof.  Except as otherwisespecifically provided herein, this Agreement may not be modified except bywritten agreement signed by a member of the Special Committee on behalf ofEmployer and by Employee.

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# 14.                                 Notice.   All notices, demands, requests or othercommunications that may be or are required to be given, served or sent underthis Agreement will be in writing and will be mailed by first-class, certifiedmail, return receipt requested, postage pre-paid, or transmitted by handdelivery, or fax with confirmation of receipt obtained, or over-night courierwith delivery receipt obtained, as follows:

 
|   | (a)    | If to Employer:                               |   |
|--------|--------|-----------------------------------------------|--------|
|   |   |                                          |   |
|   |   | 3CI Complete Compliance  Corporation          |
|   |   | 1517 W. North Carrier Parkway, Suite 104 |
|   |   | Grand Prairie, Texas 75050                    |
|   |   | Attention: President                          |
|   |   |                                          |   |
|   | (b)    | If to Employee:                               |   |
|   |   |                                          |   |   |
|   |   |                                          |   |   |
|   |   |                                          |   |   |

 

Employerand Employee may each designate by notice in writing a new address to which anynotice, demand, request or communication may thereafter be given.  Each notice, demand, request or communicationthat is mailed, delivered or transmitted in the manner described above

 

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shallbe deemed given and received for all purposes at such time as it is actuallydelivered to or received by the addressee or at such time as delivery isrefused by the addressee upon presentation.

 

# 15.                                 BindingEffect.   This Agreement shall bebinding upon and inure to the benefit of and be enforceable by the partieshereto and their respective successors and assigns, and their spouses, heirsand personal and legal representatives.

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# 16.                                 Counterparts.  This Agreement may be executed in two or morecounterparts, each of which will be deemed an original and all of whichtogether will constitute one and the same agreement.

 

**[Remainder of page left intentionally blank.]**

 

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IN WITNESSWHEREOF, the parties hereto have duly executed this Agreement as of the datefirst above written.

 
|   | 3CI COMPLETE COMPLIANCE CORPORATION |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 |   |   |
|   |                                |
|   | Name:                               |   |   |
|   |                                |
|   | Title:                              |   |   |
|        |                                     |  |  |  |  |

 

I accept the Bonus award eligibility madehereby and agree to be bound by the terms of this Agreement.  I represent and acknowledge that thisAgreement contains the entire understanding between Employer and me concerningthe Bonus.  There are no representations,agreements, arrangements, or understandings, oral or written, between Employerand me concerning the subject matter of this Agreement that are not fullyexpressed herein.

 
|   |          |   |
|--------|---------------|--------|
|   |          |   |
|   | Name (print): |   |   |
|   |          |   |
|   | Address:      |   |   |
|   |          |   |   |
|   |          |   |
|   | Date:         |   |   |
|        |               |        |  |  |  |

 

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