Exhibit 10.54A


 


CLEAN HARBORS, INC.


 


Restricted Stock Award Agreement


[Non-Employee Director]


 


	
  Director:

  	
   

  	
  «Director_Name»

  
	
  Number
  of Shares:

  	
   

  	
  «Number_of_Shares»

  
	
  Award
  Date:

  	
   

  	
  «Award_Date»

  



 


THIS AGREEMENT (the “Agreement”)
is made as of the date set forth above (the “Award Date”) between Clean
Harbors, Inc., a Massachusetts corporation (the “Company”), and the
above-referenced non-employee director (the “Director”).


 


For valuable consideration,
receipt of which is acknowledged, the parties hereto agree as follows.


 


1.                                       Issuance of Shares and Vesting.


 


Effective as of Award Date,
the Company hereby grants to the Director «Number_of_Shares»
shares (the “Shares”) of the Company’s common stock, par value $.01 per
share (“Common Stock”), as an Award of Restricted Stock pursuant to the
Company’s 2010 Stock Incentive Plan (such Plan, as it may previously have been
or may hereafter be amended, the “Plan”).  All of the terms and conditions of the Plan
are incorporated herein by reference, and any capitalized terms that are not
defined herein shall have the meanings ascribed to such terms in the Plan. The Director
hereby accepts the Award and agrees to acquire and hold the Shares subject to
the terms and provisions set forth in the Plan and the additional terms and
provisions contained herein.


 


Provided the Director shall
continue to serve as a director of the Company during the period (the “Vesting
Period”) commencing on the Award Date and ending immediately prior to the
Company’s annual meeting of shareholders which shall occur during the calendar
year following the Award Date (such time being the “Vesting Date”), one
hundred (100%) percent of the Shares shall vest on the Vesting Date.
Furthermore, one hundred (100%) of the Shares shall immediately vest (and the
Vesting Period shall be deemed to have ended) in the event that, prior to the
Vesting Date, either (i) the Director shall die or become permanently
disabled (in the sole judgment of the Company’s Board of Directors) or a Change
of Control of the Company shall occur.  A
Change of Control of the Company 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 contested election of the
Company’s directors, and as a result of any such event, 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 (50%) percent 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.


 


2.                                       Forfeiture of Unvested Shares.


 


If the Director shall cease
prior to the Vesting Date to serve as a director of the Company for any reason other
than as described in Section 1 (including, without limitation, voluntary
resignation or removal by the Company’s shareholders), the Company shall
automatically reacquire any of the Shares which have not vested in accordance
with Section 1 (the “Unvested Shares”) as of the effective date of
such cessation (the “Termination Date”) and the Director shall forfeit
such Unvested Shares unconditionally and shall have no further right or
interest in such Shares unless the Company agrees in writing to waive its
reacquisition right as to some or all of the Unvested Shares.


 


3.                                       Administration of Stock Certificates.


 


(a)                                  Concurrently with or promptly following
the execution hereof, the Company shall deliver the Unvested Shares either in
certificated or uncertificated form (as the Committee shall elect) to American
Stock Transfer & Trust Company (such company or any other agent as the
Committee may select during the Vesting Period being referred to hereafter as
the “Administrative Agent”). 
During the Vesting Period, the Administrative Agent shall hold the
Shares for the benefit of the Director, but subject to the provisions of this
Agreement. Notwithstanding such deposit of the Shares with the Administrative
Agent, the Director shall retain during the Vesting Period the right to vote
and enjoy all other rights and incidents of ownership of the Shares except as
may be restricted hereunder.


 


(b)                                 During the Vesting Period, the
Administrative Agent shall keep true and accurate records of all the Shares.
The Company shall indemnify and hold harmless the Administrative Agent against
any and all costs or expenses (including attorneys’ fees and expenses),
judgments, fines, losses, claims, damages, liabilities and amounts paid in
settlement in connection with any claim, action, suit, proceeding or
investigation arising out of or pertaining to this Agreement.


 


(c)                                  Following the close of each calendar
quarter during which any of the Shares shall become Vested Shares, the
Administrative Agent shall, upon the written request of the Participant but
subject to potential delivery to the Company of a portion of such Vested Shares
to the extent required to pay withholding taxes in accordance with Section 7
hereof, deliver to the Director stock certificates representing such number of
Vested Shares which ceased to be Unvested Shares during such calendar quarter.
Following the close of the calendar quarter in which there shall remain on
deposit with the Administrative Agent no Shares which have not yet become
Vested Shares or been forfeited to the Company, but subject to potential
delivery to the Company of a portion of such Vested Shares to the extent
required to pay withholding taxes in accordance with Section 7 hereof, the
Administrative Agent shall deliver to the Participant stock certificates
representing the Vested Shares (if any) remaining in the possession of the
Administrative Agent.  The Director
hereby authorizes the Administrative Agent to deliver to the Company any and
all Shares that are forfeited under the provisions of this Agreement or that
are required to pay withholding taxes in accordance with Section 7 hereof.


 


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4.                                       Restrictions on Transfer.


 


The Director shall not sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by gift, sale,
operation of law or otherwise (collectively “transfer”), any Unvested Shares or
any interest therein.


 


5.                                       Effect of Prohibited Transfer.


 


The Company shall not be
required (a) to transfer on its books any of the Shares which shall have
been sold or transferred in violation of any of the restrictions imposed by
this Agreement, or (b) to treat as owner of such Shares or to pay
dividends to any transferee to whom any such Shares shall have been so sold or
transferred.


 


6.                                       Adjustments for Stock Splits, Stock
Dividends, Etc.


 


If from time to time during
the Vesting Period there is any stock split-up, stock dividend, stock
distribution or other reclassification of the Common Stock of the Company, any
and all new, substituted or additional securities to which the Director is
entitled by reason of Director’s ownership of Shares shall be immediately
subject to the vesting requirements, restrictions on transfer and other
provisions of this Agreement in the same manner and to the same extent as such
Shares.


 


7.                                       Withholding Taxes.


 


(a)                                  The Director acknowledges and agrees that
in the case of the issuance of Restricted Stock that is “substantially vested”
(within the meaning of Treasury Regulations Section 1.83-3(b)), the
Committee may require the Director to remit to the Company an amount sufficient
to satisfy any federal, foreign, state or local withholding tax requirements
(or make other arrangements satisfactory to the Company with regard to such
taxes, including withholding from regular cash compensation, providing other
security to the Company, or remitting or foregoing the receipt of Shares having
a fair market value on the date of delivery sufficient to satisfy such
obligations) prior to the issuance of any Shares pursuant to this Award of
Restricted Stock.


 


(b)                                 The Director acknowledges and agrees that
in the case of Restricted Stock that is not “substantially vested” upon
issuance, if the Committee determines that under applicable law and regulations
the Company could be liable for the withholding of any federal, foreign, state
or local tax with respect to such Shares, the Committee may require the Director
to remit to the Company an amount sufficient to satisfy any such potential
liability (or make other arrangements satisfactory to the Company with respect
to such taxes, including withholding from regular cash compensation providing
other security to the Company, or remitting or foregoing the receipt of Shares
having a fair market value on the date of delivery sufficient to satisfy such
obligations) at the time such Shares of Restricted Stock are delivered to the Director,
at the time the Director makes an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended (the “Code”), with respect to
such Shares, or at the time such Shares become “substantially vested,” and/or
to agree to augment such security from time to time in any amount reasonably
deemed necessary by the Committee to preserve the adequacy of such security. The Director acknowledges that the Shares of
Restricted Stock are subject to the forfeiture obligation under 


 


3

















 


Section 2 of this Agreement and such
forfeiture obligation may be treated as a substantial risk of forfeiture within
the meaning of Section 83 of the Code, and that, in the absence of an
election under Section 83(b) of the Code, such treatment could delay
the determination of the tax consequences of such issuance for both the Company
and the Director (possibly to the Director’s detriment).  If the Director files a timely election under
Section 83(b) of the Code, the Director shall provide the Company
with an original copy of such timely filed election and a certified mail or
overnight courier receipt of such filing within 10 days of the time the
election is filed.


 


8.                                       Severability.


 


The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and each
other provision of this Agreement shall be severable and enforceable to the
extent permitted by law.


 


9.                                       Waiver; Termination.


 


Any provision contained in
this Agreement may be waived, either generally or in any particular instance,
by the Company. This Agreement may be terminated as provided in the Plan.


 


10.                                 Binding Effect.


 


This Agreement shall be
binding upon and inure to the benefit of the Company and the Director and their respective heirs,
executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 4 of this
Agreement.


 


11.                                 Notice.


 


All notices required or
permitted hereunder shall be in writing and deemed effectively given (i) upon
personal delivery, (ii) one (1) day after delivery to an overnight
courier service which provides for a receipt upon delivery, or (iii) three
(3) days after deposit with the United States Post Office, by registered
or certified mail, postage prepaid, addressed, if to the Company, to Clean
Harbors, Inc., 42 Longwater Drive, P.O. Box 9149, Norwell,
Massachusetts 02061-9149, Attention: Treasurer; if to the Custodian, to the
Company’s aforesaid address, Attention: Treasurer; and if to the Director, to the address shown beneath his
or her respective signature to this Agreement; or at such other address or
addresses as either party shall designate to the other in accordance with this Section 11.


 


12.                                 Pronouns.


 


Whenever the context may
require, any pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice-versa.


 


13.                                 Entire Agreement.


 


This Agreement, together
with the Plan, constitutes the entire agreement between the parties, and
supersedes all prior agreements and understandings, relating to the subject
matter of this Agreement.


 


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14.                                 Amendment.


 


This Agreement may be
amended or modified only by a written instrument executed by both the Company
and the Director.


 


15.                                 Governing Law.


 


This Agreement shall be
construed, interpreted and enforced in accordance with the laws of the
Commonwealth of Massachusetts.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the Award Date.


 


 


	
  Clean Harbors, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:    [                                   ]

  	
   

  
	
   

  	
  Title:      [                                   ]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature
  of Director)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  «Director_Name»

  	
   

  
	
  (Printed
  Name of Director)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  «Address_1»

  	
   

  
	
  (Residence
  Street Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  «Address_2»

  	
   

  
	
  (City)             (State)             (Zip
  Code)

  	
   

  



 


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