ecol_10k-ex1073.htm


     

    
      Exhibit
10.73

      


      CHANGE OF CONTROL
AGREEMENT

      


      This
CHANGE OF CONTROL AGREEMENT (this “Agreement”)
is entered into this  5th  day of  February, 2007 (the “Effective
Date”) between John M. Cooper (“Employee”)
and AMERICAN ECOLOGY CORPORATION, a Delaware corporation (the “Company”).  This
Agreement is intended to provide Employee with the compensation and benefits
described herein upon the occurrence of specific events following a change of
control of the ownership of the Company (defined as “Change of
Control”).  Certain capitalized terms used in this Agreement
are defined in Article
6.

       

      R E C I T A L
S:

       

      WHEREAS, it is expected that
the Company from time to time may consider or may be presented with the need to
consider the possibility of an acquisition by another company or other change in
control of the ownership of the Company.  The Board of Directors of
the Company (the “Board”)
recognizes that such considerations can be a distraction to Employee and can
cause the Employee to consider alternative employment opportunities or be
influenced by the impact of such possible change in control on Employee’s
personal circumstances.  The Board has determined that it is in the
best interests of the Company and its stockholders to assure that the Company
will have the continued dedication and objectivity of Employee, notwithstanding
the possibility or occurrence of a Change of Control of the Company;
and


       

      WHEREAS, the Board believes
that it is in the best interests of the Company and its shareholders to provide
Employee with an incentive to continue his or her employment and to motivate
Employee to maximize the value of the Company upon a Change of Control for the
benefit of its stockholders.


       

      NOW, THEREFORE, the Company
and Employee hereby agree as follows:

      


      Article 1.                      EMPLOYMENT BY THE
COMPANY.

      


      1.1           Effect of
Agreement.  This Agreement
shall commence on the Effective Date and shall remain in full force and effect
so long as Employee is employed by Company.

      


      1.2           “At-Will”
Employment.  The Company and
Employee each agree and acknowledge that Employee is employed by the Company as
an “at-will” employee and that either Employee or the Company has the right at
any time to terminate Employee’s employment with the Company, with or without
cause or advance notice, for any reason or for no reason.  The Company
and Employee wish to set forth the compensation and benefits which Employee
shall be entitled to receive in the event that Employee’s employment with the
Company terminates under the circumstances described in Article 3
below.

      


      1.3           Consideration.  The duties and
obligations of the Company to Employee under this Agreement shall be in
consideration for Employee’s past services to the Company, Employee’s continued
employment with the Company and Employee’s execution of the general waiver and
release described in Section
5.2.  The Company and Employee agree that Employee’s execution
of the general waiver and release described in Section 5.2 is a
precondition to Employee’s entitlement to the receipt of benefits under this
Agreement and that these benefits shall not be earned unless all such conditions
have been satisfied through the scheduled date of payment.  The
Company hereby declares that it has relied upon Employee’s commitments under
this Agreement to comply with the requirements of Article 5, and would
not have been induced to enter into this Agreement or to execute this Agreement
in the absence of such commitments.

       

      
        
          
          

        

        
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      Article
2.                      PAYMENT
UPON CHANGE OF CONTROL.

      


      Upon a Change of Control of the
Company, Employee shall receive an amount equal to 100% of Employee’s then
current Base Salary.  Such payment shall be paid in a single lump-sum
payment, within forty-five (45) days following the date of the Change of
Control.

      


      Article
3.                      TERMINATION
EVENTS.

      


      3.1           Involuntary
Termination Upon or Following Change of Control.  In the event
Employee’s employment with the Company or one of its subsidiaries is
involuntarily terminated at any time by the Company without Cause either (i) at
the time of or within twelve (12) months
following the occurrence of a Change of Control, or (ii) at any time prior to a
Change of Control, if such termination is at the request of an “Acquiror,” then
such termination of employment will be a Termination Event and the Company shall
pay Employee the compensation and benefits described in Article
3.  In addition, the Company shall pay Employee the Accrued
Obligations.  An “Acquiror”
is either a person or a member of a group of related persons representing such
group that in either case obtains effective control of the Company in a
transaction or a group of related transactions constituting the Change of
Control.

      


      3.2           Involuntary
Termination for Cause.  In the event
Employee’s employment with the Company or one of its subsidiaries is
involuntarily terminated by the Company for Cause at any time, then such
termination of employment will not
be a Termination Event, Employee will not be entitled to receive
any payments or benefits under the provisions of this Agreement, and the Company
will cease paying compensation or providing benefits to Employee as of
Employee’s termination date.  In addition, in the event of termination
for Cause, Employee shall immediately and automatically forfeit all vested and
unvested Stock Options and all unvested shares of Restricted Stock, if
any.

      


       

      3.3           Voluntary
Termination.  Employee may
voluntarily terminate his or her employment with the Company and/or its
subsidiaries at any time.  In the event (i) Employee voluntarily
terminates his or her employment for any reason, or (ii) Employee’s employment
terminates on account of either death or physical or mental disability, then
such termination of employment will not
be a Termination Event, Employee will not
be entitled to receive any payments or benefits under the provisions of this
Agreement, and the Company will cease paying compensation or providing benefits
to Employee as of the Employee’s termination date; provided, however, that
pursuant to Company policy, the Employee’s health benefits shall extend to the
last day of the calendar month in which employment termination occurs; and provided, further, that the
Company shall pay Employee (or his or her estate or personal representative, in
the event of Employee’s death) the Accrued Obligations.

      


      Article
4.                      COMPENSATION
AND BENEFITS PAYABLE.

       

      4.1           Right to
Benefits.  If a Termination
Event occurs, Employee shall be entitled to receive the benefits described in
this Agreement so long as Employee complies with the conditions set forth in
Article 5. If a
Termination Event does not occur, Employee shall not be entitled to receive any
benefits described in this Agreement, except as otherwise specifically set forth
herein.

       

      4.2           MIP
Bonus; Accrued Obligations.  Upon the
occurrence of a Termination Event, Employee shall receive his or her pro rata
portion (based on the number of calendar months or portion thereof elapsed
during the year as of the date of the Termination Event) of that year’s
target/base bonus amount under the Company’s Management Incentive Plan, accrued
as of the date of the Termination Event, if any, less any applicable withholding
of federal, state or local taxes.  Such MIP bonus payment, if any,
shall be paid in a single, lump-sum payment, within forty-five (45) days
following the date of the Termination Event, subject to the limitations set
forth in Section
4.6, if applicable.  Employee shall also be entitled to receive
payment of the Accrued Obligations.

       

      4.3           Health
Insurance Coverage.  Following the
occurrence of a Termination Event, Employee shall be entitled, at the Company’s
expense, to continue to receive the health insurance coverage to which Employee
and his or her dependents were entitled as of the date of the Termination Event
and for a period of twelve (12) months
thereafter.

       

      
        
          
          

        

        
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      4.4           Equity
Award Acceleration.

      


      (a)           Employee’s
stock options, if any, which are outstanding as of the date of the Termination
Event (the “Stock
Options”) shall become fully (100%) vested upon the occurrence of the
Termination Event.  The maximum period of time during which the Stock
Options shall remain exercisable, and all other terms and conditions of the
Stock Options, shall be as specified in the relevant Stock Option agreements and
relevant stock plans under which the Stock Options were granted.

      


      (b)           Employee’s
restricted stock awards, if any, that are outstanding as of the date of the
Termination Event (“Restricted
Stock”) shall become fully vested and free from any contractual rights of
the Company to repurchase or otherwise reacquire the Restricted Stock as a
result of Employee’s termination of employment.  Certificates
representing all shares of Restricted Stock which have not yet been delivered to
Employee or his designee (whether because the shares are uncertificated or
subject to joint escrow instructions or otherwise) shall be promptly delivered
to Employee or his or her designee upon the occurrence of a Termination
Event.

      


      4.5           Mitigation.  Except
as otherwise specifically provided herein, Employee shall not be required to
mitigate damages or the amount of any payment provided under this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment
provided for under this Agreement be reduced by any compensation earned by
Employee as a result of employment by another employer or by retirement benefits
after the date of the Termination Event, or otherwise.

       

      4.6 Compliance
with Section 409A.  In the event that
(i) one or more payments of compensation or benefits received or to be received
by Employee pursuant to this Agreement (“Agreement
Payment”) would constitute deferred compensation subject to Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) and
(ii) Employee is deemed at the time of such termination of employment to be a
“specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such
Agreement Payment shall not be made or commence until the earlier of (i) the
expiration of the six (6)-month period measured from the date of Employee’s
“separation from service” (as such term is at the time defined in Treasury
Regulations under Section 409A of the Code) with the Company or (ii) such
earlier time permitted under Section 409A of the Code and the regulations or
other authority promulgated thereunder; provided, however, that such
deferral shall only be effected to the extent required to avoid adverse tax
treatment to Employee under Section 409A of the Code, including (without
limitation) the additional twenty percent (20%) tax for which Employee would
otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of
such deferral.  During any period in which an Agreement Payment to
Employee is deferred pursuant to the foregoing, Employee shall be entitled to
interest on the deferred Agreement Payment at a per annum rate equal to the
highest rate of interest applicable to six (6)-month non-callable certificates
of deposit with daily compounding offered by the following institutions:
Citibank N.A., Wells Fargo Bank, N.A. or Bank of America, on the date of such
separation from service.  Upon the expiration of the applicable
deferral period, any Agreement Payment which would have otherwise been made
during that period (whether in a single sum or in installments) in the absence
of this paragraph shall be paid to Employee or his or her beneficiary in one
lump sum, including all accrued interest.

      


      Article
5.                      LIMITATIONS
AND CONDITIONS ON BENEFITS.

      


      5.1           Reduction
in Payments and Benefits; Withholding Taxes.  The benefits
provided under this Agreement are in lieu of any benefit provided under any
other severance plan, program or arrangement of the Company in effect at the
time of a Termination Event.  The Company shall withhold appropriate
federal, state or local income, employment and other applicable taxes from any
payments hereunder.

      


      5.2           Employee
Release Prior to Receipt of Benefits. Upon the occurrence of a
Termination Event, and prior to the receipt of any benefits hereunder, Employee
shall, as of the date of a Termination Event, execute an employee release in the
form attached hereto as Exhibit
A.  Such employee release shall specifically relate to all of
Employee’s rights and claims in existence at the time of such execution relating
to Employee’s employment with the Company, but shall not include (i) Employee’s
rights under this Agreement; (ii) Employee’s rights under any employee benefit
plan sponsored by the Company; or (iii) Employee’s rights to indemnification
under the Company’s charter, bylaws or other governing instruments or under any
agreement addressing such subject matter between Employee and the
Company.  It is understood that Employee has twenty-one (21) days to
consider whether to execute such employee release and Employee may revoke such
employee release within seven (7) business days after execution of such employee
release. In the event Employee does not execute such employee release within the
twenty-one (21) day period, or if Employee revokes such employee release within
the seven (7) business day period, no benefits shall be payable under this
Agreement and this Agreement shall be null and void.  Nothing in this
Agreement shall limit the scope or time of applicability of such employee
release once it is executed and not timely revoked.

       

      
        
          
          

        

        
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      5.3           Amendment
or Termination of This Agreement. This Agreement may be
changed or terminated only upon the mutual written consent of the Company and
Employee; provided,
however, that only prior to the period commencing three (3) months before
the occurrence of a Change of Control, the Company may unilaterally terminate
this Agreement following eighteen (18) months’ prior written notice to Employee.
The written consent of the Company to a change or termination of this Agreement
must be signed by an authorized officer of the Company, after such change or
termination has been approved by the Company’s Board of Directors or the
Compensation Committee of the Company’s Board of Directors.

      


      5.3           Non-Alienation
of Benefits.  No benefit
hereunder shall be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to do so shall be
void.

      


      Article 6.                      OTHER RIGHTS AND BENEFITS NOT
AFFECTED.

       

      6.1           Nonexclusivity. Nothing in the Agreement
shall prevent or limit Employee’s continuing or future participation in any
benefit, bonus, incentive or any other plans, programs, policies or practices
provided by the Company and for which Employee may otherwise qualify, nor shall
anything herein limit or otherwise affect such rights as Employee may have under
any Stock Option, Restricted Stock or other agreements with the Company; provided, however, any benefits
provided hereunder shall be in lieu of any other severance benefits to which
Employee may otherwise be entitled, including without limitation, under any
employment contract or severance plan. Except as otherwise expressly provided
herein, amounts which are vested benefits or which Employee is otherwise
entitled to receive under any plan, policy, practice or program of the Company
at or subsequent to the date of a Termination Event shall be payable in
accordance with such plan, policy, practice or program.

      


      6.2           Employment
Status. This
Agreement does not constitute a contract of employment or impose on Employee any
obligation to remain as an employee, or impose on the Company any obligation (i)
to retain Employee as an employee, (ii) to change the status of Employee as an
at-will employee, or (iii) to change the Company’s policies regarding
termination of employment.

       

       Article
7.                      DEFINITIONS.

       

      7.1           Definitions.  For purposes of
this Agreement, the following terms shall have the meanings set forth
below:

      


      (a)           “Accrued
Obligations” shall include (i) any unpaid Base Salary through the date of
the Termination Event and any accrued personal time off (“PTO”), in
accordance with Company policy; (ii) any unpaid bonus earned with respect to any
fiscal year ending on or prior to the date of the Termination Event; (iii)
reimbursement for any un-reimbursed business expenses incurred through the date
of the Termination Event; and (iv) all other payments, benefits or fringe
benefits to which Employee may be entitled under the terms of any applicable
compensation arrangement or benefit, equity or fringe benefit plan or program or
grant of the Company.

      


      (b)           “Agreement”
means this Change of Control Agreement.

      


      (c)           “Base
Salary” means Employee’s annual salary (excluding bonus, any other
incentive or other payments and stock option exercises) from the Company at the
time of the occurrence of the Change of Control or a Termination Event,
whichever is greater.

       

      (d)           “Cause”
means misconduct, including but not limited to: (i) conviction of any felony or
any crime involving moral turpitude or dishonesty which has a material adverse
effect on the Company’s business or reputation; (ii) repeated unexplained or
unjustified absences from the Company; (iii) refusal or willful failure to act
in accordance with any specific lawful direction or order of the Company or
stated written policy of the Company which has a material adverse effect on the
Company’s business or reputation; (iv) a material and willful violation of any
state or federal law which if made public would materially injure the business
or reputation of the Company as reasonably determined by the Board; (v)
participation in a fraud or act of dishonesty against the Company which has a
material adverse effect on the Company’s business or reputation; (vi) conduct by
Employee which the Board determines demonstrates gross unfitness to serve; or
(vii) intentional, material violation by Employee of any contract between
Employee and the Company or any statutory duty of Employee to the Company that
is not corrected within thirty (30) days after written notice to Employee
thereof.  Whether or not the actions or omissions of Employee
constitute “Cause”
within the meaning of this Agreement, shall be decided by the Board based upon a
reasonable good faith investigation and determination.  Physical or
mental disability shall not constitute “Cause.”

       

      
        
          
          

        

        
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      (e)           “Change of
Control” means the occurrence of any of the following
events:

      


      (i)           the
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if more than 50% of the combined
voting power of the continuing or surviving entity's securities outstanding
immediately after such merger, consolidation or other reorganization is owned by
persons who were not stockholders of the Company immediately prior to such
merger, consolidation or other reorganization; provided, however, that a
public offering of the Company's securities shall not constitute a corporate
reorganization;

      


      (ii)           stockholder
approval of the sale, transfer, or other disposition of all or substantially all
of the Company's assets;

      


      (iii)           stockholder
approval of a plan of liquidation; or

      


      (iv)           any
transaction as a result of which any person is the “beneficial owner” (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of securities of the Company representing more than 50%
of the total voting power represented by the Company's then outstanding voting
securities.  For purposes of this definition, the term “person” shall
have the same meaning as when used in sections 13(d) and 14(d) of the Exchange
Act, but shall exclude (x) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or of a subsidiary and (y) a corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of the common stock of the
Company.

      


      (e)           “Company”
means American Ecology Corporation, and any of its subsidiaries, and any
successor thereto.

      


      (f)           “Termination
Event” means an involuntary termination of employment described in Section 3.1. No other
event shall be a Termination Event for purposes of this Agreement.

      


      7.2           Other
Definitions.  Other capitalized
terms used but not defined in this Article 7 shall have
the meanings given such terms in the body of this Agreement.

      


      Article
8.                      GENERAL
PROVISIONS.

       

      8.1           Notices.  Any notices
provided hereunder must be in writing and such notices or any other written
communication shall be deemed effective upon the earlier of personal delivery
(including personal delivery by telex or facsimile) or the third day after
mailing by first class mail, to the Company at its primary office location and
to Employee at Employee’s address as listed in the Company’s payroll records.
Any payments made by the Company to Employee under the terms of this Agreement
shall be delivered to Employee either in person or at such address as listed in
the Company’s payroll records.

      


      8.2           Severability. It is the intent of the
parties to this Agreement that whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained
herein.

       

      
 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      8.3           Waiver.  If either party
should waive any breach of any provisions of this Agreement, that party shall
not thereby be deemed to have waived any preceding or succeeding breach of the
same or any other provision of this Agreement.

      


      8.4           Complete
Agreement.  This Agreement,
including Exhibit
A, constitutes the entire agreement between Employee and the Company and
it is the complete, final, and exclusive embodiment of their agreement with
regard to this subject matter. It is entered into without reliance on any
promise or representation other than those expressly contained
herein.

      


      8.5           Counterparts.  This Agreement
may be executed in separate counterparts, any one of which need not contain
signatures of more than one party, but all of which taken together will
constitute one and the same Agreement.

      


      8.6           Headings.  The headings of
the Articles and Sections hereof are inserted for convenience only and shall
neither be deemed to constitute a part hereof nor to affect the meaning
thereof.

      


      8.7           Successors
and Assigns.  This Agreement is
intended to bind and inure to the benefit of and be enforceable by Employee and
the Company, and their respective successors, assigns, heirs, executors and
administrators, except that Employee may not delegate any of Employee’s duties
hereunder and may not assign any of Employee’s rights hereunder without the
written consent of the Company, which consent shall not be withheld
unreasonably. Any successor to the Company (whether direct or indirect and
whether by purchase, merger, consolidation, liquidation or otherwise) to all or
substantially all of the Company’s business and/or assets shall assume the
Company’s obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the
absence of a succession. For all purposes under this Agreement, the term “Company”
shall include any successor to the Company’s business and/or assets, whether or
not such successor executes and delivers an assumption agreement referred to in
the preceding sentence or becomes bound by the terms of this Agreement by
operation of law or otherwise.

      


      8.8           Attorneys’
Fees.  If either party
hereto brings any action to enforce such party’s rights hereunder, the
prevailing party in any such action shall be entitled to recover such party’s
reasonable attorneys’ fees and costs incurred in connection with such
action.

      


      8.9           Arbitration.  In order to
ensure rapid and economical resolution of any dispute which may arise under this
Agreement, Employee and the Company agree that any and all disputes or
controversies, arising from or regarding the interpretation, performance,
enforcement or termination of this Agreement shall submitted to binding
arbitration.  In the event the parties cannot agree on an arbitrator,
then the arbitrator shall be selected by the administrator of the American
Arbitration Association (“AAA”)
office in Salt Lake City, Utah.  The arbitrator shall be an attorney
with at least 15 years’ experience in employment law in Idaho.  Boise
shall be the site of the arbitration.  All statutes of limitation,
which would otherwise be applicable, shall apply to any arbitration proceeding
hereunder.  Any issue about whether a controversy or claim is covered
by this Agreement shall be determined by the Arbitrator.  The
arbitration shall be conducted under the AAA Employment Dispute Resolution Rules
then in effect.  BY
ENTERING INTO THIS AGREEMENT, THE COMPANY AND EMPLOYEE ACKNOWLEDGE THAT THEY ARE
WAIVING THEIR RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS
AGREEMENT.

      


      8.10           Choice of
Law. All
questions concerning the construction, validity and interpretation of this
Agreement will be governed by the law of the State of Idaho.

      


      8.11           Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same
instrument.  Any signed counterpart of this Agreement may be delivered
by facsimile or other electronic transmission with the same legal force and
effect as delivery of an originally signed document.

      


      


      
        
          
          

        

        
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      IN WITNESS WHEREOF, the
parties have executed this Change of Control Agreement on the day and year
written above.

       

      
        
          


          
            
              	 
      	
                      “Company”:

                    	 
      	
                      AMERICAN
      ECOLOGY CORPORATION,

                    
	 
      	 
      	 
      	
                      a
      Delaware corporation

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      By:  /s/ Stephen A. Romano

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      Print
      Name:  Stephen A.
      Romano

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      Title:  President and CEO

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      “Employee”:

                    	 
      	 
      
	 
      	 
      	 
      	
                      /s/ John M. Cooper

                    
	 
      	 
      	 
      	
                      Signature

                    


            

          

           

        

      

       

      Exhibit
A:  Employee General Release

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      Exhibit
A

      


      GENERAL
RELEASE AND AGREEMENT

       

      This
General Release and Agreement (the “Agreement”)
is made and entered into by John M. Cooper (“Employee”).  The
Agreement is part of an agreement between Employee and AMERICAN ECOLOGY
CORPORATION (“AEC”) to
terminate Employee’s employment with AEC or one of its subsidiaries on terms
that are satisfactory both to AEC and to Employee. Therefore, Employee agrees as
follows:

       

      
        
          	
                  1.

                	
                  Employee
      agrees to attend an Exit Interview on __________, 20__ at which time all
      company property and identification will be turned in and the appropriate
      personnel documents will be executed.  Thereafter, Employee
      agrees to do such other acts as may be reasonably requested by AEC in
      order to effectuate the terms of this Agreement. Employee agrees to remove
      all personal effects from his current office within seven days of signing
      this Agreement and in any event not later than __________,
  20__.

                


        

      

       

      
        	
                2.

              	
                Employee
      agrees not to make any public statement or statements to the press
      concerning AEC, its business objectives, its management practices, or
      other sensitive information without first receiving AEC’s written
      approval. Employee further agrees to take no action which would cause AEC
      or its employees or agents any embarrassment or humiliation or otherwise
      cause or contribute to AEC’s or any such person’s being held in disrepute
      by the general public or AEC’s employees, clients, or
      customers.

              


      

       

      
        
          	
                  3.

                	
                  Employee,
      on behalf of Employee’s heirs, estate, executors, administrators,
      successors and assigns does fully release, discharge, and agree to hold
      harmless AEC, its officers, directors, agents, employees, attorneys,
      subsidiaries, affiliated companies, successors and assigns from all
      actions, causes of action, claims, judgments, obligations, damages,
      liabilities, costs, or expense of whatsoever kind and character which he
      may have, including
      but not limited to;

                


        

      

       

      
        	 
      	
                a.

              	
                any
      claims relating to employment discrimination on account of race, sex, age,
      national origin, creed, disability, or other basis, whether or not arising
      under the Federal Civil Rights Acts, the Age Discrimination in Employment
      Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act,
      any amendments to the foregoing laws, or any other federal, state, county,
      municipal, or other law, statute, regulation or order relating to
      employment discrimination;

              


      

       

      
        	 
      	
                b.

              	
                any
      claims relating to pay or leave of absence arising under the Fair Labor
      Standards Act, the Family Medical Leave Act, and any similar laws enacted
      in the state of Employee’s principal place of
  employment;

              


      

       

      
        	 
      	
                c.

              	
                any
      claims for reemployment, salary, wages, bonuses, vacation pay, stock
      options, acquired rights, appreciation from stock options, stock
      appreciation rights, benefits or other compensation of any
      kind;

              


      

      


      
        	 
      	
                d.

              	
                any
      claims relating to, arising out of, or connected with Employee’s
      employment with AEC, whether or not the same be based upon any alleged
      violation of public policy; compliance (or lack thereof) with any internal
      AEC policy, procedure, practice or guideline; or any oral, written.
      express, and/or implied employment contract or agreement, or the breach of
      any terms thereof, including but not limited to, any implied covenant of
      good faith and fair dealing; or any federal, state, county or municipal
      law, statute, regulation, or order whether or not relating to labor or
      employment; and

              


      

       

      
        	 
      	
                e.

              	
                any
      claims relating to, arising out of, or connected with any other matter or
      event occurring prior to the execution of this Agreement whether or not
      brought before any judicial, administrative, or other
      tribunal.

              


      

       

      
        	
                4.

              	
                Employee
      represents and warrants that Employee has not assigned any such claim or
      authorized any other person or entity to assert such claim on Employee’s
      behalf. Further, Employee agrees that under this Agreement, Employee
      waives any claim for damages incurred at any time in the future because of
      alleged continuing effects of past wrongful conduct involving any such
      claims and any right to sue for injunctive relief against the alleged
      continuing effects of past wrongful conduct involving such
      claims.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      
        	
                5.

              	
                In
      entering into this Agreement, the parties have intended that this
      Agreement be a full and final settlement of all matters, whether or not
      presently disputed, that could have arisen between
  them.

              


      

       

      
        	
                6.

              	
                Employee understands and
      expressly agrees that this Agreement extends to all claims of every nature
      and kind whatsoever, known or unknown, suspected or unsuspected, past or
      present.

              


      

       

      
        	
                7.

              	
                It
      is expressly agreed that the claims released pursuant to this Agreement
      include all claims against individual employees of AEC, whether or not
      such employees were acting within the course and scope of their
      employment.

              


      

       

      
        	
                8.

              	
                Employee
      understands and agrees that, as a condition of this Agreement, Employee
      shall not be entitled to any employment (including employment as an
      independent contractor or otherwise) with AEC, its subsidiaries or related
      companies, or any successor, and Employee hereby waives any right, or
      alleged right, of employment or re-employment with AEC. Employee further
      agrees not to institute or join any action, lawsuit or proceeding against
      AEC, its subsidiaries, related companies or successors for any failure to
      employ Employee.

              


      

       

      
        	
                9.

              	
                Employee
      agrees that the terms, amount and fact of settlement shall be confidential
      until AEC needs to make any required disclosure of any agreements between
      AEC and Employee. Therefore, except as may be necessary to enforce the
      rights contained herein in an appropriate legal proceeding or as may be
      necessary to receive professional services from, an attorney, accountant,
      or other professional adviser in order for such adviser to render
      professional services, Employee agrees not to disclose any information
      concerning these arrangements to anyone, including, but not limited to,
      past, present and future employees of AEC, until such time of the public
      filings.

              


      

       

      
        	
                10.

              	
                At
      AEC’s request, Employee shall cooperate fully in connection with any legal
      matter, proceeding or action relating to
AEC.

              


      

       

      
        	
                11.

              	
                The
      terms of this Agreement are intended by the parties as a final expression
      of their agreement with respect to such terms as are included in this
      Agreement and may not be contradicted by evidence of any prior or
      contemporaneous agreement. The parties further intend that this Agreement
      constitutes the complete and exclusive statement of its terms and that no
      extrinsic evidence whatsoever may be introduced in any judicial or other
      proceeding, if any, involving this Agreement. No modification of this
      Agreement shall be effective unless in writing and signed by both parties
      hereto.

              


      

       

      
        	
                12.

              	
                It
      is further expressly agreed and understood that Employee has not relied
      upon any advice from American Ecology Corporation and/or its attorneys
      whatsoever as to the taxability, whether pursuant to federal, state, or
      local income tax statutes or regulations or otherwise, of the payments
      made hereunder and that Employee will be solely liable for all tax
      obligations, if any, arising from payment of the sums specified herein and
      shall hold AEC harmless from any tax obligations arising from said
      payment.

              


      

       

      
        	
                13.

              	
                If
      there is any dispute arising out of or related to this Agreement, which
      cannot be settled by good faith negotiation between the parties, such
      dispute will be submitted to binding arbitration. In the event the parties
      cannot agree on an arbitrator, then the arbitrator shall be selected by
      the administrator of the American Arbitration Association (“AAA”)
      office in Salt Lake City, Idaho.  The arbitrator shall be an
      attorney with at least 15 years’ experience in employment law in
      Idaho.  Boise shall be the site of the
      arbitration.  All statutes of limitation, which would otherwise
      be applicable, shall apply to any arbitration proceeding
      hereunder.  Any issue about whether a controversy or claim is
      covered by this Agreement shall be determined by the
      Arbitrator.  The arbitration shall be conducted under the AAA
      Employment Dispute Resolution Rules then in effect.  BY ENTERING INTO THIS
      AGREEMENT, EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS WAIVING EMPLOYEE’S RIGHT
      TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS
    AGREEMENT.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

      
        	
                14.

              	
                The following notice is
      provided in accordance with the provisions of Federal
      Law:

              


      

       

      You have
up to twenty-one days (21) days from the date this General Release and Agreement
is given to you in which to accept its terms, although you may accept it any
time within those twenty-one days. You are advised to consult with an attorney
regarding this Agreement. You have the right to revoke your acceptance of this
Agreement at any time within seven (7) days from the date you sign it, and this
Agreement will not become effective and enforceable until this seven (7) day
revocation period has expired.  To revoke your acceptance, you must
send a written notice of revocation to American Ecology Corporation, Attention: President
and CEO, 300 E. Mallard Drive, Suite 300, Boise, Idaho 83706 by 5:00 p.m. on or
before the seventh day after you sign this Agreement.

       

      EMPLOYEE
FURTHER STATES THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE
ATTORNEY OF EMPLOYEE’S CHOICE, THAT EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT,
THAT EMPLOYEE HAS HAD AMPLE TIME TO REFLECT UPON AND CONSIDER ITS CONSEQUENCES,
THAT EMPLOYEE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY
PROMISES MADE TO EMPLOYEE TO SIGN THIS AGREEMENT ARE THOSE STATED ABOVE OR IN
THAT CHANGE OF CONTROL AGREEMENT BETWEEN AEC AND EMPLOYEE, AND THAT EMPLOYEE IS
SIGNING THIS AGREEMENT VOLUNTARILY.

       

      IN
WITNESS WHEREOF, this Agreement has been executed in duplicate originals on the
dates indicated below, and shall become effective as indicated
above.

       

      
        	 
      	 
      	 
      
	
                EMPLOYEE

              
	 
      	 
      
	
                By:
      

                  
      

              	 
      	 
      
	
                Name:
      

                  
      

              	 
      	 
      
	
                Date:
      

                  
      

              	 
      	 
      


      

    

     

     

     

     

     

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