Exhibit 10.52A


 


CLEAN HARBORS, INC.


MANAGEMENT INCENTIVE
PLAN


 


[as amended and
restated on May 10, 2010]


 


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 


 


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Committee
determines that potential payment of a Supplemental Executive Incentive Bonus
is appropriate, the Committee shall have authority to award a Supplemental
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).


 


(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.


 


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


 


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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.


 


(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, 


 


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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. 

  
	
   

  	
   

  
	
  (f)

  	
  “EBITDA”
  means the Company’s “Adjusted EBITDA” as reported in the Company’s Annual
  Report on Form 10-K.

  



 


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  (g)

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

  
	
   

  	
   

  
	
  (h)

  	
  “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.

  
	
   

  	
   

  
	
  (i)

  	
  “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.

  
	
   

  	
   

  
	
  (j)

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

  
	
   

  	
   

  
	
  (k)

  	
  “MIP
  EBITDA” means the Company’s EBITDA with certain adjustments established by
  the Committee for amounts which are not derived from the Company’s normal
  operations and over which the Participants in the MIP do not exercise control
  (such as acquisition and integration costs, adjustments to environmental
  liabilities, gains and losses from currency exchange rates, and changes in
  accounting principles).

  
	
   

  	
   

  
	
  (l)

  	
  “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.

  
	
   

  	
   

  
	
  (m)

  	
  “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, MIP EBITDA, ratio of MIP
  EBITDA to consolidated revenues (“MIP 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.

  
	
   

  	
   

  
	
  (n)

  	
  “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 

  



 


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  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.

  
	
   

  	
   

  
	
  (o)

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

  
	
   

  	
   

  
	
  (p)

  	
  “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.

  
	
   

  	
   

  
	
  (q)

  	
  “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. 

  
	
   

  	
   

  
	
  (r)

  	
  “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.

  
	
   

  	
   

  
	
  (s)

  	
  “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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