Exhibit 10.52


 


CLEAN HARBORS, INC.

MANAGEMENT INCENTIVE PLAN


 


1.             Purposes.


 


The purpose of
the Clean Harbors, Inc. Management Incentive Plan (the “MIP”) is to
provide each year a strong financial incentive for performance of senior
managers of the Company and its Subsidiaries (other than the Company’s Chief
Executive Officer) by making available potential Annual MIP Bonuses payable in
cash based upon the level of corporate performance or satisfaction of certain
other objective goals for the year. The Compensation Committee of the Company’s
Board of Directors (the “Committee”) shall be responsible for determining the terms
and potential amounts of such Annual MIP Bonuses.


 


2.             Definitions
in Last Section.


 


Unless defined
where the term first appears in the MIP, capitalized terms shall have the
respective meanings set forth in Section 6.


 


3.             Potential MIP
Bonuses.


 


(a)           Establishment
of Potential Annual MIP Bonuses.    On or before the 90th day of each Plan Year, the Committee shall
determine and set forth in writing (i) the Performance Criteria for such
Plan Year, and, where deemed appropriate by the Committee, a Threshold, Target
and Maximum Level of Achievement for each such Performance Criteria, and (ii) the
respective amounts of Annual MIP Bonuses (which shall be expressed as a
percentage of each Participant’s Base Compensation for such Plan Year) which
can potentially be earned based on attainment of each such Level of Achievement.
Each of the Performance Criteria and the Levels of Achievement shall be objective
such that a third party having knowledge of the relevant facts could determine (1) whether
or not the Performance Criteria at each such Level of Achievement has been
achieved and (2) the total amount of the Annual MIP Bonus (if any) for
each Plan Year (expressed as a percentage of each Participant’s Base
Compensation for such Plan Year) which has been earned based on such
performance. To the extent that the Committee determines following the
establishment of such Performance Criteria and Levels of Achievement for any
Plan Year that a change (either an increase or a decrease) is appropriate in
order to adjust for effects of extraordinary events (such as a material
acquisition or change in accounting methods) as determined under generally
accepted accounting principles (GAAP), which affect the calculation of such
Criteria or Levels and which become effective during such Plan Year, the
Committee shall have authority to make such change by setting forth the revised
terms thereof in writing.  Furthermore, in
the case of each Participant who is a member of the Executive Staff and to whom
the Committee determines that potential payment of a Supplemental Executive
Incentive Bonus is appropriate, the Committee shall have authority to award a
Supplemental 


 


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Executive Incentive
Bonus of up to a specified percentage of Base Compensation if such Participant
meets or exceeds during a Plan Year the Personal Goals which are established by
the Committee for such Participant on or before the 90th day of such Plan Year (or within 30 days after
a Participant becomes a member of the Executive Staff during such Plan Year).
However, in no event shall the aggregate Annual MIP Bonus (including any
Supplemental Executive Incentive Bonus) awarded to any member of the Executive
Staff (based on both the level of achievement of the Performance Criteria and
of any such Personal Goals) exceed the Annual MIP Bonus which such Participant
would have received for such Plan Year if the Performance Criteria had been
achieved at the Maximum Level of Achievement.


 


(b)           Determination
and Certification of Annual MIP Bonuses.    Prior to the payment date for each Plan
Year which is described in Section 3(e) below, the Committee shall determine
and certify in writing to the Board (i) whether or not each of the
Performance Criteria for such Plan Year has been satisfied and, if so, at what
Level of Achievement, (ii) whether or not any Personal Goals established
for any Participant for such Plan Year have been met, and (iii) the
amount, if any, of the total Annual MIP Bonus payable for such Plan Year to each
of the Participants (which shall be expressed as a percentage of such
Participant’s Base Compensation for such Plan Year). The amount of any Annual MIP
Bonus, as so certified by the Committee, shall be communicated in writing to each
Participant and shall be payable to such Participant as provided in Section 3(e).


 


(c)           Definition of
Accounting Terms.  
Unless otherwise so determined by the Committee and reflected in the terms of
the potential Annual MIP Bonus established pursuant to Section 3(a),
accounting terms used by the Committee in establishing the Performance Criteria,
Levels of Achievement and Personal Goals shall be defined, and the results based
thereon shall be measured, in accordance with generally accepted accounting
principles as applied by the Company in preparing its consolidated financial
statements and related financial disclosures for the Plan Year, as included in
its reports filed with the Securities and Exchange Commission.


 


(d)           Employment
Requirement for Annual MIP Bonus Payments and Exceptions Thereto.  In order to be eligible to receive an Annual
Incentive Bonus under this MIP for any Plan Year, a Participant must be
employed by the Company or a Subsidiary both (i) on the last day of such
Plan Year, and (ii) except in the case of a termination of employment due
to death, disability or a layoff (but not including either voluntary
termination or termination for “cause” as determined by the Committee) after
the last day of such Plan Year, on the date when the Annual MIP Bonus is paid.


 


(e)           Time of
Payment.  Except
as provided in this Section 3(e), any Annual MIP Bonus to which a Participant
becomes entitled under Section 3 with respect to a Plan Year shall be paid
in a lump sum cash payment as soon as practicable after the amount thereof is
determined by the Committee, but not later than the March 15th immediately following completion of the Plan
Year.


 


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4.             Administration.


 


 The MIP
shall be administered by the Committee. The Committee shall have the authority
in its sole discretion, subject to and not inconsistent with the express
provisions of the MIP, to administer the MIP and to exercise all the powers and
authorities either specifically granted to it under the MIP or necessary or
advisable in the administration of the MIP including, without limitation, to construe
and interpret the MIP, to prescribe, amend and rescind rules and regulations
relating to the MIP, and to make all other determinations deemed necessary or
advisable for the administration of the MIP.


 


The Committee
may appoint a chairperson and a secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings. All determinations of the Committee shall
be made by a majority of its members either present in person or participating
by conference telephone at a meeting or by unanimous written consent. The
Committee may delegate to one or more of its members or to one or more agents
such administrative duties as it may deem advisable, and the Committee or any
person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the MIP. All decisions, determinations and
interpretations of the Committee shall be final and binding on all persons,
including the Company, any Participant (or any person claiming any rights under
the MIP from or through any Participant) and any shareholder.


 


No member of
the Committee shall be liable for any action taken or determination made in
good faith with respect to the MIP or any Annual MIP Bonus hereunder.


 


5.             General
Provisions.


 


(a)           No Right to
Continued Employment.    Nothing
in the MIP or in any potential Annual MIP Bonus hereunder shall confer upon any
Participant the right to continue in the employ of the Company or any
Subsidiary in any capacity or to be entitled to any remuneration or benefits
not set forth in the MIP or to interfere with or limit in any way the right of
the Company or any Subsidiary to terminate such Participant’s employment.


 


(b)           Withholding
Taxes.    The
Company shall deduct from all payments under the MIP any taxes required to be
withheld by federal, state or local governments.


 


(c)           Amendment and
Termination of the MIP.    The
Board or the Committee may at any time and from time to time alter, amend,
suspend, or terminate the MIP in whole or in part. Additionally, the Committee
may make such amendments as it deems necessary to comply with any applicable
laws, rules and regulations.


 


(d)           Participant
Rights.    No
Participant in the MIP for a particular Plan Year shall have any claim to be
granted any Annual MIP Bonus under the MIP for any subsequent Plan Year.
Furthermore, there is no obligation for uniformity of treatment of Participants
in the event that more than one Participant shall potentially be entitled to
receive an Annual MIP Bonus with respect to any Plan Year or any subsequent
Plan Year.


 


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(e)           Unfunded
Status of Annual Incentive Bonuses.    The MIP is intended to constitute
an “unfunded” plan for incentive compensation. With respect to any payments
which at any time are not yet made to a Participant with respect to an Annual MIP
Bonus, nothing contained in the MIP or any related document shall give any such
Participant any rights that are greater than those of a general creditor of the
Company.


 


(f)            Nonalienation
of Benefits.  No right or benefit under the MIP shall be
subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or
charge, and any attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge the same will be void. 
No potential right to receive any Annual MIP Bonus hereunder shall in
any manner be subject to any debts, contracts, liabilities, or torts of the
person entitled to such right or interest.


 


(g)           Governing Law.    The MIP and
the rights of all persons claiming hereunder shall be construed and determined
in accordance with the laws of the Commonwealth of Massachusetts without giving
effect to the choice of law principles thereof, except to the extent that such
law is preempted by federal law.


 


(h)           Effective
Date.    The
effective date of the Plan shall be January 1, 2009.


 


6.             Definitions.


 


The following
terms, as used herein, have the following meanings:


 


	
  (a)

  	
   

  	
  “Annual MIP Bonus” means any Annual MIP Bonus to which a Participant may
  become entitled pursuant to the MIP; provided, however, that the
  establishment by the Committee of a potential Annual MIP Bonus with respect
  to a Participant pursuant to Section 3(a) does not, by itself,
  entitle the Participant to payment of any such Bonus until such Bonus has
  been earned and becomes payable pursuant to other provisions hereof.

  	 

	
   

  	
   

  	
   

  	 

	
  (b)

  	
   

  	
  “Base Compensation” means the actual earned base salary which each
  Participant receives or is entitled to receive from the Company or any
  Subsidiary for such Participant’s services during any Plan Year.

  	 

	
   

  	
   

  	
   

  	 

	
  (c)

  	
   

  	
  “Board” means the Board of Directors of the Company.

  	 

	
   

  	
   

  	
   

  	 

	
  (d)

  	
   

  	
  “Committee” means the Compensation Committee of the Board, which
  shall consist during the term of the Plan of not less than two members of the
  Board, each of whom, at the time of appointment to the Committee and at all
  times during service as a member of the Committee, shall be an “independent
  director” within the meaning of the listing requirements of the primary stock
  exchange on which the common stock of the Company may then be listed.

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  “Company” means Clean Harbors, Inc., a corporation organized
  under the laws of the Commonwealth of Massachusetts, or any successor
  corporation.

  
						



 


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  (f)

  	
   

  	
  “Executive Staff” means those senior executive officers of the
  Company and its Subsidiaries who shall report directly to the Company’s Chief
  Executive Officer.

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  “Levels of Achievement” means a Minimum Level of Achievement, a
  Target Level of Achievement, and a Maximum Level of Achievement which may be
  established by the Committee with respect to each Performance Criteria for
  each Plan Year.

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  “Maximum Level of Achievement” means a specified level of achievement
  of a Performance Criteria applicable to a Plan Year which must be attained
  for the maximum portion of an Annual MIP Bonus, which is based on achievement
  of that Performance Criteria, to be earned.

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  “MIP” means this Clean Harbors, Inc. Management Incentive Plan,
  as amended from time to time.

  
	
   

  	
   

  	
   

  
	
  (j)

  	
   

  	
  “Participant” means an employee of the Company or any Subsidiary who
  shall, based on such employee’s potential contribution to the corporate performance
  of the Company and its Subsidiaries for any Plan Year, be selected (as
  evidenced by a letter from the Company’s Chief Executive Officer to such
  Participant) by the Company’s Chief Executive Officer (based upon advice from
  the Executive Staff) to participate in the MIP for such Plan Year.

  
	
   

  	
   

  	
   

  
	
  (k)

  	
   

  	
  “Performance Criteria” means one or more pre-established, objective
  measures of performance by the Company during a Plan Year selected by the
  Committee in its discretion to determine whether an Annual MIP Bonus has been
  earned in whole or in part. Performance Criteria may be based on one or more
  of the following:  the Company’s
  consolidated revenues, consolidated earnings before interest, taxes,
  depreciation and amortization (“EBITDA”), ratio of EBITDA to consolidated
  revenues (“EBITDA Margin”), earnings per share, or such other objective
  criteria as the Committee shall  deem
  appropriate.  Such Performance Criteria may
  be based on the Company’s absolute performance under such measure for the
  year and/or upon a comparison of such performance with the performance of the
  Company in a prior period or the performance of a peer group of
  companies.  The Performance Criteria
  and related Annual MIP Bonuses may also be based upon the Company’s
  performance over either one or more Plan Years.

  
	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  “Personal Goals” means goals applicable to a Plan Year which are
  established by the Committee on the advice of the Company’s Chief Executive
  Officer with respect to any member of the Executive Staff and which may
  include, in the Committee’s discretion, as examples and without limitation, such
  factors as the performance of a business unit of the Company or a Subsidiary
  for which such Participant has responsibility or satisfaction of other
  objective criteria such as hiring of key employees or improvement in health,
  safety and compliance statistics.

  
	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  “Plan Year” means the Company’s fiscal year.

  



 


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  (n)

  	
   

  	
  “Subsidiary” means any company or other entity with respect to which
  the Company, either directly or indirectly through another Subsidiary, owns a
  majority of the common stock or other equity interests or otherwise has the
  power to vote or sufficient securities to elect a majority of the directors
  or other managers.

  
	
   

  	
   

  	
   

  
	
  (o)

  	
   

  	
  “Target Level of Achievement” means a specified level of achievement
  of a Performance Criteria applicable to a Plan Year which must be attained
  for the target portion of an Annual MIP Bonus which is based on achievement
  of that Performance Criteria to be earned.

  
	
   

  	
   

  	
   

  
	
  (p)

  	
   

  	
  “Supplemental Executive Incentive Bonus” means a portion of an Annual
  MIP Bonus to which a member of the Executive Staff may become entitled based
  on achievement by such member of one or more Personal Goals established by
  the Committee for such member for any Plan Year.

  
	
   

  	
   

  	
   

  
	
  (q)

  	
   

  	
  “Threshold Level of Achievement” means a minimum level of achievement
  of a Performance Criteria applicable to a Plan Year which must be attained
  for the minimum level of an Annual MIP Bonus which is based on achievement of
  that Performance Criteria to be earned.

  



 


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