Exhibit 10.50


 


	
  

  	
  Alan S. McKim

  Chairman and

  Chief Executive Officer

  



 


	
  1501 Washington Street

  	
  781.849.1800
  Ext. 4454

  
	
  P.O. Box 859048

  	
  Fax
  781.848.1632

  
	
  Braintree,
  MA 02185-9048

  	
  mckima@cleanharbors.com

  
	
   

  	
  www.cleanharbors.com

  



 


July 8, 2005


 


James Rutledge


97 Graenest Ridge Road


Wilton, CT 06897


 


Dear Jim:


 


I am pleased to offer you the position of Executive Vice President/
Chief Financial Officer, reporting to me, at our Braintree Corporate location.


 


Your base compensation for services will be at  $11,458.00 Semi-Salary payable at mid-point
and the end of each month ($275,000.00 Salary annually). In addition, you will
be eligible to participate in our Management Incentive Plan (MIP) with a
potential of earnings up to 80% of base salary. At budgeted EBDITA the plan
will pay 40% of salary.


 


You will be eligible to participate in a restricted stock plan with a
target of 20% of base salary pending the approval of the Board of Directors. It
is expected that approval will be granted in 2005.


 


Also you will be eligible for the Supplemental Executive Incentive Plan
(SEIP) with a potential of earning up to 30% of base salary.  Objectives to be discussed/agreed upon within
the first 45 days of employment.


 


All incentive compensation will be prorated for 2005.


 


Enclosed under separate cover are provisions for the Executive Clean
Harbors Severance Agreement and a Relocation Agreement.


 


You will also be eligible for company benefits including medical,
dental, life and disability insurance, 401(k) retirement-savings, employee
stock purchase, paid vacation and many other excellent programs after meeting
the required time periods.  A summary of
our benefits is enclosed.


 


This offer of employment is contingent upon the following:


 


•                  Testing
negative in a drug screen for the presence of controlled substances


•                  Satisfactory
results of a criminal background check


•                  Verification
of your legal right to work in the United States under the Immigration Reform
and Control Act of 1986 (IRCA)


 


In addition, you may be required to satisfactorily complete health and
safety protocols, which may include a physical examination or providing a
medical history.


 


It is mutually understood that employment with the Company is “at will”
in nature, which means an employee may resign at any time and the Company may
terminate employment with or without notice.


 


“People and
Technology Creating a Better Environment”


 





















 


It is also mutually understood that a
continuing condition of your employment is your agreement to comply with the
Company’s Standards of Ethical Professional Conduct (copy enclosed) and with
other various Company Policies and Procedures which may be adopted from time to
time, and which are available to all employees through our computer system.


 


We believe that our employees, in large measure, define our
future.  As such, we select employees who
have outstanding abilities and potential for continued success.  We are confident you will perform well in
your new position and that your efforts will contribute to our overall success.


 


On behalf of all of us Jim, welcome to our team and best wishes for a
successful career with Clean Harbors, Inc. 
Please sign the line below, indicating that you have reviewed this offer
of employment and accept the provisions as stated. Once the letter is signed,
return it to my attention at 1501 Washington St. Braintree, MA 02185 or fax to
781-356-1363, so that we can begin to establish your start date.


 


On your start date, you must provide documentation that
establishes both your identity and employment eligibility in accordance with
the IRCA. A list of acceptable documentation has been enclosed for your
reference. Failure to produce the required document(s) within three (3) business
days from your date of hire will result in the termination of your employment.


 


If you have any questions about this offer of employment or about our
company, please feel free to contact me at 781-849-1800.


 


Sincerely,


 


	
  /s/ Alan S. McKim

  	
   

  
	
   

  
	
  Alan S. McKim

  
	
  Chairman and Chief Executive Officer

  



 


I have reviewed this offer of “At Will
Employment” and I accept the provisions as stated and I understand and agree
that my acceptance does not create and shall not be considered nor construed as
an employment contract with Clean Harbors.


 


	
  /s/ James Rutledge

  	
   

  	
  July 8, 2005

  	
   

  
	
  James Rutledge

  	
   

  	
  Date

  	
   

  



 










 













 


SEVERANCE
AGREEMENT


 


This severance is executed as of this 11th day of July, 2005
by and between Clean Harbors Environmental Services, Inc. (together with
its parent and affiliate corporations being hereinafter collectively referred
to as the “Company” and James Rutledge (“Key Employee”).


 


WHEREAS, the Company has offered a position of employment to the
Employee; and


 


WHEREAS, the Company desires to provide the Key Employee with the
severance benefits described herein;


 


NOW, THEREFORE, in
consideration of the foregoing premises and the agreements set forth below, the
Company and the Key Employee agree as follows:


 


1.                       Change
in Control. In the event of a Change of Control, defined below, and if,
within a period of 30 days after such Change of Control, the Key Employee shall
not be offered a position with the Company (or such other entity as may result
from such Change of Control, collectively “Successor”), equal to that which the
Key Employee held with the Company prior to the Change of Control, the Key Employee
shall be entitled to receive the Severance Benefits (defined below). A position
shall not be deemed to be “equal” to that which the Key Employee held prior to
the Change of Control if such position does not have an equal or better
compensation package and job responsibilities, or its primary work location is
not within 30 miles of such location prior to the Change of Control.


 


If the Key Employee shall accept a position with the Successor after
the Change in Control and the Successor shall thereafter, within a period one (1) year
from the Change of Control, (i) terminate the employment of the Key
Employee, except for “cause” or (ii) change the Key Employee’s position so
as not to be equal to the Key Employee’s position prior to the Change in
Control, the Key Employee shall be entitled to Severance Benefits.


 


A “Change of Control” 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 contestable election of the Company’s
Directors and as a result of any such even, 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 percent (50%) 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.
Notwithstanding the forgoing, it shall not be deemed a Change of Control if the
Company is “taken private” whereby the Company’s stock ceases to be registered
under the Securities Act of 1933, if the current major stockholder of the
Company (Alan McKim) continues to maintain a roll as an Executive Officer of
the Company and he or his family continues to own at least 20% of the
outstanding voting stock of the Company or and successor thereto.


 





















 


2.               No Change of Control. If there shall not have been a Change of Control
of the Company and the Key Employee’s employment with the Company shall be
terminated by the Company other than for “cause”, as defined below, the Key
Employee shall be entitled to receive Severance Benefits.


 


3.               Definitions of Cause and Severance Benefits. “Cause” for termination by the Company shall be
determined to have occurred only if the reason for such termination is any of
the following:


 


(i)            A material breach of the Executive’s fiduciary duty
to the Company or an act of fraud, dishonesty or theft upon the Company;


(ii)           Willful, persistent or repeated neglect, failure to
perform, or violation of duties after having been previously warned of such
neglect, failure to perform or violation; or


(iii)          Entry against the Executive of a guilty plea, or a
conviction, judgment or order against the Executive in any proceeding or action
before any court relating to a willful violation of any material law, rule or
regulation relating to the business of the Company or any of its affiliates or
involving moral turpitude.


 


“Severance Benefits”
are defined in this Agreement as up to one year’s base salary, at the rate in
effect at the time of termination of employment (“Base Salary”), plus up to one
year of continued medical, dental, life insurance and other benefits, if any,
which were provided to the Key Employee at the time of his or her termination
of employment and for which the Key Employee is eligible to receive benefits
under planed administered by third party providers (collectively “Benefits”),
payable as provided below.


 


4.               Payment of Severance Benefits after Change of
Control. Base salary, as part of
Severance Benefits arising as a result of termination of employment under Section 1
above, shall be paid in full (less required federal, state and/or local
withholding) no later than thirty (30) days after the termination of employment
which gives rise to Severance Benefits. To the extent that equivalent or better
benefits of a similar nature are not made available to the Key Employee from
other employment of the Key Employee, such benefits shall continue to be provided
for a period of one year from termination of employment in accordance with
Company policy, provided any third party provider under the applicable Company
benefit plan.


 


5.               Payment of Severance Benefits/No Change of Control. Severance Benefits arising under Section 2
above shall be payable periodically in accordance with the Company’s normal
salary and benefit payment policies. There shall be offset against the Base
Salary portion of Severance and earned compensation which the Key Employee may
receive or be entitled to receive from any subsequent employer or self
employment, and Benefits shall continue only to the extent that equivalent or
better benefits of a similar nature are not made available to the Key Employee
from other employment of the Key Employee.


 


6.               Notice of Change of Circumstances. The Key Employee agrees to immediately notify the
Company of any subsequent employment during the term when he or she is
receiving Severance Benefits hereunder, and, as a condition of continued
payment of Severance Benefits under this Severance Agreement, the Key Employee
shall periodically provide the Company with updated information as to the
amount of


 





















 


compensation earned by the Key Employee and any benefits which he or
she is eligible to receive from and subsequent employer or self employment
during the period in which Key Employee is receiving Severance Benefits
hereunder.


 


7.               Release.
In the case of Severance Benefits under either Section 1 or 2 above, the
Key Employee shall, as a condition of receiving any such Severance Benefits,
provide the Company with a general release of all clams against the Company, in
a form reasonably provided by the Company, which shall release all claims which
the Key Employee may have against the Company at the time of such release,
including, without limitation, claims under ERISA and the Age Discrimination in
Employment  Act of 1967, as amended, but
in no event releasing claims for Severance Benefits due under this Agreement.


 


8.               Outplacement Benefits. If the Key Employee shall be entitled to receive
Severance Benefits and shall not have obtained new employment upon termination
of employment with the Company, the Key Employee shall be entitled to receive
up to $15,000 in payment by the Company to an executive out placement firm
chosen by the Company to assist the Key Employee in finding new employment.
Such amount shall be payable to the out placement firm upon the presentation of
appropriate documentation to the Company.


 


9.               Un-Funded Plan Employee at Will Status. The Key Employee understands that the benefits
under this Agreement have not been funded by the Company, and as such the Key
Employee, if entitled to Severance hereunder, will be a general creditor of the
Company. Nothing in the Agreement shall be construed to change the Key Employee’s
employment status from that of an “employee at will” with the Company.


 


10.         Miscellaneous. This Severance Agreement has been executed in the Commonwealth of
Massachusetts and shall be governed and construed in accordance with the laws
thereof. In the event of any inconsistency between this Agreement and the Plan,
the terms of this Agreement shall prevail. This Agreement shall be binding upon
the Company and the Key Employee and upon their respective heirs,
representatives, successors, and assigns. This Agreement may be executed in one
or more counterparts, each of which when executed shall be deemed to be an
original but shall not constitute one in the same agreement.


 


 


	
   

  	
  /s/ James Rutledge

  	
   

  
	
   

  	
  James M. Rutledge

  



 





















 





 


 


RELOCATION PACKAGE ACCEPTANCE AND
AGREEMENT


 


 


	
  Employee Name:

  	
   

  	
  James M. Rutledge

  
	
   

  	
   

  	
   

  
	
  Nature of Relocation:

  	
   

  	
  CT to MA

  
	
   

  	
   

  	
   

  
	
  Relocation Effective Date:

  	
   

  	
  08/01/2005

  



 


WHEREAS,
Clean Harbors Environmental Services, Inc. (hereinafter the “Company”) has
offered Employee the relocation stated above; and


 


WHEREAS,
Employee considers the relocation to be in his or her best interest and has
accepted said offer.


 


NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements
set forth below, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Employee agree as
follows.


 


TERMS:


 


All reimbursements described below are only for reasonable documented
expenses incurred.


 


1. Lease Termination Costs (if applicable)


The Company will reimburse an employee for lease termination costs up
to an amount equal to two (2) month’s rental charge.


 


2. In-Transit Expenses


The Company will pay reasonable costs for “in-transit” travel and
living expenses for the employee, spouse and dependents while moving to the new
location.  This includes lodging,
mileage, airfare and meals from former location to new location one time, by
the most direct route.


 


3. Temporary Living Expenses at New Location


The Company will pay up to 90 days of reasonable temporary living
expenses for the employee, spouse and dependents.  This includes lodging, apartment rental (if
approved) but does not include security deposits or staying with
relatives/friends during the period.


 


4. Moving of Household Goods*


The Company will provide the following:


 


Transportation of household goods.


 


Packing of household goods by moving company, exclusive of “maid”
services and charges for moving unusual belongings such as boats, horses,
trailers, campers, etc. Insurance is provided based on the reasonable value of
household goods to a maximum value of $50,000.00.


 


 


1501 Washington Street Braintree MA 02185 781-849-1800 FAX 781-356-1363


 





















 


Storage expenses up to a maximum of 90 days if permanent lodging at new
location is not immediately available for occupancy.  Arrangements must be made and approved in
advance by the Human Resources Department.


 










*Household goods do not include boats, vehicles or motorcycles.


 


5.  Company will provide employee
with a payment equal to $25,000 for costs associated with the relocation.  Reimbursement is based on supporting
documentation and receipts.


 


Employee
acknowledges that he/she has reviewed and understands the Clean Harbors
Relocation Policy and agrees to abide by it.


 


Employee
acknowledges that some or all of the reimbursement amounts may be considered to
be taxable income under applicable federal, state and local laws, that Employee
is responsible for any such tax liability, and that some reimbursement amounts
may be withheld by the Company for taxes.


 


Employee
further agrees that should Employee resign prior to completing one (1) full
year of employment from the effective date of Employee’s transfer, Employee
will reimburse the Company the full amount of all relocation expenses paid by
Company to Employee or on Employee’s behalf.


 


Employee
shall be responsible for all costs incurred by the Company, including
reasonable attorneys’ fees, to collect any reimbursements due under this
Agreement as a result of Employee’s breach thereof.


 


This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, and the parties hereby agree to submit to the
jurisdiction of the courts of said Commonwealth for any disputes arising under
this Agreement.


 


This
Agreement represents the entire understanding and agreement between the parties
hereto and supersedes any and all prior agreements, whether written or oral,
that may exist between the parties concerning the subject matter addressed
herein.


 


Accepted
By:


 


	
  /s/ James Rutledge

  	
   

  	
  8/1/05

  	
   

  
	
  EMPLOYEE

  	
  Date

  	
   

  
	
   

  	
   

  
	
  ******************************************************************************

  
	
   

  	
   

  
	
  Clean Harbors Environmental Services, Inc.

  	
   

  
	
   

  	
   

  
	
  Approved By:

  	
   

  
	
   

  	
   

  
	
  /s/ Jeanette DiSangro

  	
   

  	
  8/1/05

  	
   

  
	
  Jeannette DiSangro

  	
  Date

  	
   

  
	
  Director of Human Resources