Exhibit 10.2
3CI EMPLOYEE RETENTION PROGRAM
1.
ESTABLISHMENT OF PROGRAM.
THE COMPANY ESTABLISHES THE 3CI
EMPLOYEE RETENTION PROGRAM, AS SET FORTH HEREIN AND AS IT MAY AMENDED FROM TIME
TO TIME (THE "PROGRAM"), EFFECTIVE AS OF DECEMBER 31, 2005.
BONUSES GRANTED
UNDER THIS PROGRAM SHALL BE SUBJECT TO (A) THE TERMS AND CONDITIONS OF THIS
PROGRAM AND THE RESPECTIVE RETENTION AWARD AGREEMENT (DEFINED BELOW) EXECUTED BY
EACH EMPLOYEE OF THE COMPANY WHO IS GRANTED A BONUS UNDER THE PROGRAM, AS SUCH
DOCUMENTS MAY BE AMENDED FROM TIME TO TIME, (B) COURT APPROVAL (DEFINED BELOW),
AND (C) DISTRIBUTION OF THE SETTLEMENT PROCEEDS (DEFINED BELOW).
2.
PURPOSE.
THE COMPANY IS A PARTY TO A SETTLEMENT AGREEMENT
PURSUANT TO WHICH STERICYCLE, INC., A DELAWARE CORPORATION AND THE COMPANY'S
MAJORITY STOCKHOLDER ("STERICYCLE"), HAS AGREED TO PAY THE SETTLEMENT PROCEEDS
TO SETTLE THE LOUISIANA SUIT (DEFINED BELOW).
SUBJECT TO COURT APPROVAL, THE
SETTLEMENT PROCEEDS ARE TO BE DISTRIBUTED ON THE EFFECTIVE TIME OF SETTLEMENT
(DEFINED BELOW).
PRIOR TO THE EFFECTIVE TIME OF SETTLEMENT, THE COMPANY WILL
CONTINUE ITS BUSINESS OPERATIONS.
THE PURPOSE OF THIS PROGRAM IS TO ASSIST THE
COMPANY IN MAINTAINING THOSE OPERATIONS BY PROVIDING INCENTIVE TO THE COMPANY'S
EMPLOYEES TO REMAIN EMPLOYED AND TO CONTINUE WORKING FOR THE COMPANY THROUGH THE
EFFECTIVE TIME OF SETTLEMENT.
3.
DEFINITIONS.
AS USED HEREIN, UNLESS THE CONTEXT REQUIRES
OTHERWISE, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS INDICATED BELOW:
(A)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.
(B)
"BONUS" MEANS THE RIGHT GRANTED TO AN EMPLOYEE UNDER THE PROGRAM
AND HIS RESPECTIVE RETENTION AWARD AGREEMENT TO RECEIVE A CASH BONUS IN THE
AMOUNT AND UNDER THE TERMS, CONDITIONS AND LIMITATIONS THAT THE SPECIAL
COMMITTEE ESTABLISHES.
(C)
"CAUSE" MEANS (A) EMPLOYEE'S GROSS NEGLIGENCE IN THE PERFORMANCE
OF HIS DUTIES AS AN EMPLOYEE OF THE COMPANY, OR THE INTENTIONAL NONPERFORMANCE
OR INTENTIONAL MIS-PERFORMANCE OF SUCH DUTIES; (B) EMPLOYEE'S FAILURE TO ABIDE
BY OR COMPLY WITH THE COMPANY'S WRITTEN POLICIES AND PROCEDURES AS OF
DECEMBER 31, 2005; (C) EMPLOYEE'S DISHONESTY, FRAUD OR WILLFUL MISCONDUCT WITH
RESPECT TO THE BUSINESS OR AFFAIRS OF THE COMPANY; (D) EMPLOYEE'S CONVICTION OF
A FELONY OR OTHER CRIME INVOLVING MORAL TURPITUDE; OR (E) EMPLOYEE'S ABUSE OF
ALCOHOL OR DRUGS (LEGAL OR ILLEGAL) THAT, IN THE SPECIAL COMMITTEE'S SOLE
JUDGMENT, IMPAIRS THE EMPLOYEE'S ABILITY TO PERFORM HIS DUTIES AS AN EMPLOYEE OF
THE COMPANY.
(D)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND
ANY SUCCESSOR STATUTE.
REFERENCE IN THE PROGRAM TO ANY SECTION OF THE CODE
SHALL BE DEEMED TO INCLUDE ANY AMENDMENTS OR SUCCESSOR PROVISIONS TO SUCH
SECTION AND ANY TREASURY REGULATIONS PROMULGATED UNDER SUCH SECTION.
(E)
"COMMITTEE" MEANS THE SPECIAL COMMITTEE OF THE BOARD, THE MEMBERS
OF WHICH ARE STEPHEN B. KOENIGSBERG AND KEVIN J. MCMANUS.
(F)
"COMPANY" MEANS 3CI COMPLETE COMPLIANCE CORPORATION, DBA AMERICAN
3CI, A DELAWARE CORPORATION.
(G)
"COURT" MEANS THE FIRST JUDICIAL DISTRICT COURT, CADDO PARISH,
LOUISIANA, HONORABLE JUDGE ROY L. BRUN PRESIDING.
(H)
"COURT APPROVAL" MEANS WHEN THE ORDER AND JUDGMENT OF THE COURT IN