<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
CLEAN HARBORS, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
[LOGO]
May 1, 2000
Corporate Headquarters
1501 Washington Street
Braintree, Massachusetts 02185
Tel. 781-849-1800
To Our Fellow Stockholders:
On behalf of the Board of Directors, it is my pleasure to invite you to
attend the 2000 Annual Meeting of Stockholders, to be held on Friday, June 16,
2000 in Boston, Massachusetts.
Information about the Annual Meeting is presented on the following pages. In
addition to the formal items of business, the meeting will include a report by
members of management on Company operations. You will have an opportunity to ask
questions of our management team if you attend the meeting in person.
Your vote is important. You can be sure your shares are represented at the
meeting by completing, signing, and returning your proxy form in the enclosed
envelope, even if you plan to attend the meeting. Sending in your proxy will not
prevent you from voting in person at the meeting should you wish to do so.
Thank you for your continued support of Clean Harbors. We look forward to
seeing those stockholders who are able to attend the Annual Meeting on June 16.
Sincerely,
[LOGO]
Alan S. McKim
Chairman of the Board
- --------------------------
People and Technology
Protecting & Restoring
America's Environment
<PAGE>
CLEAN HARBORS, INC.
1501 WASHINGTON STREET
BRAINTREE, MASSACHUSETTS 02185
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
Notice is hereby given that the Annual Meeting of Stockholders of Clean
Harbors, Inc. (the "Company"), will be held at 10:00 a.m., local time, on
Friday, June 16, 2000, at Citizens Bank, 40 Court Street, Boston, Massachusetts,
for the following purposes:
1. To elect two (2) Class II members of the Board of Directors of the
Company to serve until the 2003 Annual Meeting of Stockholders and until
their respective successors are duly elected;
2. To consider and act upon a proposal to approve the Company's 2000
Stock Incentive Plan; and
3. To consider and act upon such other business as may properly come
before the meeting and any adjournment thereof.
Stockholders of record at the close of business on May 1, 2000 will be
entitled to notice and to vote at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting in person, please date, sign and mail your proxy in the
enclosed envelope to ensure that your shares will be represented at the meeting.
By order of the Board of Directors
/s/ C. Michael Malm
C. Michael Malm, Clerk
May 1, 2000
Boston, Massachusetts
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED.
<PAGE>
CLEAN HARBORS, INC.
1501 WASHINGTON STREET
BRAINTREE, MA 02185
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders are being furnished in connection with the solicitation of proxies
by the Board of Directors of Clean Harbors, Inc., a Massachusetts corporation
(the "Company"), for use at the Annual Meeting of Stockholders of the Company to
be held at Citizens Bank, 40 Court Street, Boston, Massachusetts, on June 16,
2000, commencing at 10:00 a.m., local time, and any adjournment thereof.
PROXY SOLICITATION
Proxies in the accompanying form, properly executed and received prior to
the meeting and not revoked, will be voted as specified or, if no instructions
are given, will be voted in favor of the proposals described herein. Proxies may
be revoked at any time prior to the meeting by written notice given to the Clerk
of the Company. The cost of this solicitation shall be borne by the Company.
Solicitations of proxies by telephone or in person may be made by the Company's
directors, officers or other employees, but any such solicitation will be
carried on during working hours and for no additional cost, other than the time
expended and telephone charges in making such solicitation. This Proxy Statement
and the accompanying proxy form are scheduled to be mailed to stockholders
beginning on May 4, 2000.
INFORMATION AS TO VOTING SECURITIES
The holders of the Company's Common Stock and Series B Convertible Preferred
Stock vote as a single class with respect to the election of directors and most
other matters. Each issued and outstanding share of the Company's Common Stock,
$.01 par value per share, and each issued and outstanding share of the Company's
Series B Convertible Preferred Stock, $.01 par value per share, is entitled to
one vote. Only stockholders of record at the close of business on May 1, 2000
will be entitled to vote at the meeting. On April 1, 2000, there were 10,982,444
shares of Common Stock and 112,000 shares of Series B Convertible Preferred
Stock of the Company outstanding and entitled to vote. Votes cast by proxy or in
person at the Annual Meeting will be counted by persons appointed by the Company
to act as election inspectors for the meeting.
The election of the Class II directors will require the affirmative vote of
the holders of a plurality of the shares of both classes of stock represented at
the meeting. Approval of the 2000 Stock Incentive Plan and any other matters
which may properly come before the meeting will require the affirmative vote of
the holders of a majority of the shares represented and entitled to vote on such
proposals at the meeting. Votes withheld from any nominee for election as a
director, abstentions, and broker "non-votes" are counted as present or
represented for purposes of determining the presence of a quorum for the
meeting. Therefore, votes withheld from any nominee for director will have the
effect of "against" votes. Broker "non-votes" occur when a nominee holding
shares for a beneficial owner votes on one proposal, but does not vote on
another proposal because the nominee does not have discretionary voting power
and has not received instructions from the beneficial owner. Usually, this would
occur when brokers holding stock in "street name" have not received any
instructions from clients, in which case the brokers (as holders of record) are
permitted to vote on "routine" proposals but not on non-routine matters. The
election of directors is considered a routine matter but approval of the 2000
Stock Incentive Plan is considered a non-routine matter; thus, it is anticipated
that broker "non-votes" may occur with respect to the 2000 Stock Incentive Plan.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- --------
<S> <C> <C>
Alan S. McKim............................. 45 Chairman of the Board of Directors,
President and Chief Executive Officer
Christy W. Bell........................... 77 Director
John F. Kaslow............................ 67 Director
Daniel J. McCarthy........................ 68 Director
John T. Preston........................... 50 Director
Thomas J. Shields......................... 53 Director
Lorne R. Waxlax........................... 66 Director
Gene A. Cookson........................... 42 Senior Vice President, Field Services &
Operations *
William J. Geary.......................... 52 Executive Vice President and General
Counsel *
Eric W. Gerstenberg....................... 31 Vice President of Disposal Services *
Roger A. Koenecke......................... 51 Senior Vice President and Chief Financial
Officer
Stephen H. Moynihan....................... 44 Senior Vice President Planning &
Development
Carl Paschetag, Jr........................ 40 Vice President, Treasurer and Controller
</TABLE>
- ------------------------
* Officer of Clean Harbors Environmental Services, Inc., a wholly-owned
subsidiary of the parent holding company, Clean Harbors, Inc.
Alan S. McKim founded the Company in 1980 and is Chairman of the Board of
Directors, President, and Chief Executive Officer of the Company. He serves as a
director of most of the Company's subsidiaries. Mr. McKim served as President of
the Company and its predecessor from 1980 to 1988. Mr. McKim holds an MBA from
Northeastern University. He has been a director of the Company since its
formation. His current term as a Class I director expires in 2002.
Christy W. Bell was Chairman of the Board of ChemClear Inc., a public
company which was primarily engaged in the business of treating industrial,
aqueous waste at its plants in Baltimore, Cleveland, and Chicago, for more than
five years prior to its merger into a subsidiary of the Company in 1989.
Mr. Bell had also served as President of ChemClear prior to the merger.
Mr. Bell is President and an owner of Electro-Petroleum, Inc.,
Electro-Pyrolysis, Inc., and Arc Technologies, Inc., all of which are involved
in the development of technologies for the management of waste and the
production of energy. He is also a managing member of Temblor Petroleum Company
LLC. Mr. Bell has served as a director of the Company since the ChemClear merger
in 1989. His current term as a Class III director expires in 2001.
John F. Kaslow is a consultant to the electric utility industry. Mr. Kaslow
served for 8 years as an advisor to the Electric Power Research Institute
("EPRI"), a collaborative research organization which provides advanced science
and technology to its member companies and their customers. Prior to joining
EPRI, Mr. Kaslow served for 34 years with an electric utility company, the New
England Electric System ("NEES"), where he held a number of engineering,
operating and general management positions, including serving prior to his
retirement as a director, Executive Vice President and Chief Operating Officer
of NEES, and as a director and President of its New England Power Company
subsidiary. Mr. Kaslow is a director of Doble Engineering Company. He has served
as a director of the Company since 1991. His current term as a Class I director
expires in 2002.
2
<PAGE>
Daniel J. McCarthy has been a Professor of Strategic Management at
Northeastern University since July 1972, prior to which he was President of
Computer Environments Corporation, a computer services company. He serves as a
director of Tufts Associated Health Maintenance Organization, and as a director
and member of the Audit and Compensation Committees of MANAGEDCOMP, Inc., which
manages worker's compensation for employers. Mr. McCarthy holds an MBA degree
from Dartmouth College and a DBA degree from Harvard Business School. He has
served as a director of the Company since 1987. His current term as a Class III
director expires in 2001.
John T. Preston is President and Chief Executive Officer of Atomic Ordered
Materials and serves on the boards of several private companies. From 1992
through 1995, he served as Director of Technology Development at the
Massachusetts Institute of Technology. From 1986 to 1992 he was Director of the
M.I.T. Technology Licensing Office. He holds an MBA from Northwestern University
and a BS in Physics from the University of Wisconsin. Prior to joining the Board
of the Company, Mr. Preston served on the board of Clean Harbors Technology
Corporation. He has served as a director of the Company since 1995. His current
term as a Class II director expires this year, and he is standing for reelection
for a three year term.
Thomas J. Shields is Managing Director of Shields & Company, an investment
banking firm that he co-founded in 1991. He is currently a director of B.J.'s
Wholesale Club, Inc., Seaboard Corporation and Versar, Inc. Mr. Shields is a
graduate of Harvard College and Harvard Business School. He has served as a
director of the Company since September 1999. His current term as a Class I
director expires in 2002.
Lorne R. Waxlax served as Executive Vice President of The Gillette Company
from 1985 to 1993, with worldwide responsibility for Braun AG, Oral-B
Laboratories and Jafra Cosmetics International. He is currently a director of
B.J.'s Wholesale Club, Inc, HON Industries Inc., Homebase, Inc and Pennzoil-
Quaker State Corporation. Mr. Waxlax holds a BBA degree from the University of
Minnesota and an MBA degree from Northwestern University. He has served as a
director of the Company since 1994. His current term as a Class II director
expires this year, and he is standing for reelection for a three-year term.
Gene A. Cookson rejoined the Company in 1998 as Senior Vice President, Field
Services & Operations. From 1996 to 1998, Mr. Cookson was the Vice President of
Operations of The Flatley Group, a privately owned real estate management
company, and he was in charge of major accounts at the Gartner Group. From 1991
to 1996, Mr. Cookson held a variety of management positions with the Company
including Director of Sales, Director of the CleanPack Product Line and Field
Services General Manager. Mr. Cookson holds a Masters Degree in Civil
Environmental Engineering from Northeastern University.
William J. Geary is Executive Vice President and General Counsel of the
Company. He joined the Company in 1989 and he has served as Vice President of
Government Relations and as Special Counsel for the Company. Prior to joining
the Company, Mr. Geary served in various senior positions in Massachusetts state
government. Mr. Geary holds a Bachelor's Degree from the University of
Massachusetts at Boston, a Masters Degree in Government and Management from
Northeastern University, and a J.D. from Suffolk University Law School. He was
awarded a Loeb Fellowship in Advanced Environmental Studies at Harvard
University. Mr. Geary is admitted to the Bar in Massachusetts and the District
of Columbia as well as the Bar of the United States Supreme Court.
Eric W. Gerstenberg rejoined the Company in June 1999 as Vice President of
Disposal Services of Clean Harbors Environmental Services, Inc.. From 1997 to
1999, Mr. Gerstenberg was the Vice President of Operations for Pollution Control
Industries, a privately owned environmental services company. From 1989 to 1997,
Mr. Gerstenberg held a variety of positions with the Company including General
Manager of the Natick, Baltimore and Chicago facilities. Mr. Gerstenberg holds a
Bachelors of Science degree in Engineering from Syracuse University.
3
<PAGE>
Roger A. Koenecke joined the Company as Senior Vice President and Chief
Financial Officer in 1998. From 1982 through 1997, Mr. Koenecke held a variety
of management positions, including Senior Vice President and Chief Financial
Officer, with Millbrook Distribution Services, Inc. and its predecessor
corporations, which are engaged in the distribution of health and beauty care,
general merchandise, and specialty food products. Prior to that, he was an Audit
Manager with Price Waterhouse & Co., an international accounting firm.
Mr. Koenecke holds a BS in Chemistry and MBA from the University of Wisconsin.
Stephen H. Moynihan has served as an officer of either the Company or one or
more of its subsidiaries since 1987. In 1996, he was appointed Senior Vice
President Planning and Development, prior to which he served as Vice President
and Treasurer. Mr. Moynihan served as Vice President of Strategic Planning of
Clean Harbors Environmental Services from 1990 until 1995. Prior to joining
Clean Harbors, Mr. Moynihan was Audit Manager for Gerald T. Reilly and Company,
a public accounting firm. Mr. Moynihan holds a BS degree in Accounting from
Bentley College.
Carl Paschetag, Jr. joined the Company as Vice President, Treasurer and
Controller in 1997. He also serves as Vice President and Treasurer of most of
the Company's subsidiaries. From 1994 through 1997, Mr. Paschetag was the
Controller of Cambridge Energy Research Associates, a privately owned
international management consulting company. From 1987 through 1994,
Mr. Paschetag held a variety of management positions with Draka Holdings B.V., a
publicly held company traded on the Amsterdam Exchange. Prior to that,
Mr. Paschetag worked for KPMG Peat Marwick, an international accounting firm. He
holds a BBA in Accounting from The University of Texas.
4
<PAGE>
Set forth below is information as to ownership of the Company's Common Stock
as of April 1, 2000 by each director of the Company, each of the executive
officers named in the Summary Compensation Table set forth below, and all
directors and executive officers as a group. No director or executive officer
owns any Series B Convertible Preferred Stock. Except as otherwise indicated
below, the named owner has sole voting and investment power with respect to the
specified shares.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
- ------------------------ ------------------------ --------
<S> <C> <C>
Alan S. McKim............................................... 4,277,362(2) 38.95%
Christy W. Bell............................................. 72,152 *
John F. Kaslow.............................................. 1,500 *
Daniel J. McCarthy.......................................... 13,200(3) *
John T. Preston............................................. 6,000 *
Thomas J. Shields........................................... 1,000 *
Lorne R. Waxlax............................................. 51,200 *
Gene A. Cookson............................................. 24,973 *
William J. Geary............................................ 36,100 *
Eric W. Gerstenberg......................................... -- *
Roger A. Koenecke........................................... 16,000 *
Stephen H. Moynihan......................................... 144,544 1.32
Carl Paschetag, Jr.......................................... 14,703 *
All current directors and executive officers as a group (13
persons).................................................. 4,658,734 42.42%
</TABLE>
- ------------------------
* Less than 1%
(1) Beneficial ownership has been determined in accordance with Securities and
Exchange Commission regulations and includes the following number of shares
of the Company's Common Stock which may be acquired under stock options
which are exercisable within 60 days of April 1, 2000: Mr. Bell (5,000
shares), Mr. Kaslow (1,200 shares), Mr. McCarthy (13,000 shares),
Mr. Preston (6,000 shares), Mr. Shields (1,000 shares), Mr. Waxlax (3,000
shares), Mr. Cookson (22,000 shares), Mr. Geary (36,100 shares),
Mr. Koenecke (16,000 shares), Mr. Moynihan (44,044 shares), Mr. Paschetag
(4,000 shares), and all current directors and executive officers as a group
(151,344 shares).
(2) Excludes 60,000 shares owned by a trust for Mr. McKim's minor children as to
which Mr. McKim holds no voting or investment power.
(3) Includes 200 shares owned by Mr. McCarthy's son as to which Mr. McCarthy
shares voting and investment power.
5
<PAGE>
To the Company's knowledge, as of April 1, 2000, no person or entity
"beneficially owned" (as that term is defined by the Securities and Exchange
Commission) 5% or more of the Company's Common Stock or Series B Convertible
Preferred Stock, except as shown in the following table. Except as otherwise
indicated below, the Company understands that the named person or entity has
sole voting and investment power with respect to the specified shares. The
holders of the Company's Common Stock and Series B Convertible Preferred Stock
vote as a single class with respect to the election of directors and most other
matters.
<TABLE>
<CAPTION>
PERCENT AND
NAME AND ADDRESS NUMBER OF SHARES CLASS OF STOCK
- ---------------- ---------------- ----------------------
<S> <C> <C>
Alan S. McKim.................................. 4,277,362(1) 38.95% Common Stock
Clean Harbors, Inc.
1501 Washington St.
Braintree, MA 02184
Dimensional Fund Advisors, Inc................. 628,200(2)(3) 5.72% Common Stock
1299 Ocean Avenue
Santa Monica, CA 90401
Bost & Co...................................... 42,000 37.50% Series B
c/o Mellon Securities Trust Company Convertible Preferred
120 Broadway Stock
13(th) Floor, Room 1350
New York, NY 10271
Cardinal Recovery Partners, LP................. 26,500 23.66% Series B
One Fawcett Place Convertible Preferred
Greenwich, CT 06830 Stock
Cede & Co...................................... 17,000 15.18% Series B
c/o The Depository Trust Company Convertible Preferred
P.O. Box 20 Stock
Bowling Green Station
New York, NY 10274
Goldman Sachs & Co., Inc....................... 23,000 20.54% Series B
10 Hanover Square, 12 Floor Convertible Preferred
New York, NY 10005 Stock
</TABLE>
- ------------------------
(1) Excludes 60,000 shares owned by a trust for Mr. McKim's minor children as to
which Mr. McKim holds no voting or investment power.
(2) Based upon ownership as of December 31, 1999 shown on Schedule 13G filed
with the Company by the specified entity in February 2000.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 628,200 shares of Clean
Harbors, Inc. stock as of December 31, 1999, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, for all of
which Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
6
<PAGE>
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY FORM)
The Board of Directors of the Company is currently composed of seven
directors classified into three classes. There are three Class I Directors, and
two Class II and Class III Directors. One class of directors is elected each
year for a term of three years. The term of the Class II Directors, John T.
Preston and Lorne R. Waxlax, shall expire at the 2000 Annual Meeting, and the
Board of Directors has nominated each of the foregoing to continue to serve as
Class II Directors.
UNLESS OTHERWISE SPECIFIED THEREIN, SHARES REPRESENTED BY THE ENCLOSED PROXY
WILL BE VOTED AT THE ANNUAL MEETING TO ELECT JOHN T. PRESTON AND LORNE R. WAXLAX
AS CLASS II DIRECTORS OF THE COMPANY FOR A THREE-YEAR TERM, UNTIL THE 2003
ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS SHALL BE
DULY ELECTED. IN THE EVENT THAT ONE OR MORE OF THE NOMINEES IS UNABLE TO STAND
FOR ELECTION (WHICH EVENT IS NOT NOW CONTEMPLATED), THE HOLDERS OF THE ENCLOSED
PROXY WILL VOTE FOR THE ELECTION OF A NOMINEE OR NOMINEES ACCEPTABLE TO THE
REMAINING MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSAL
TO ELECT MESSRS. PRESTON AND WAXLAX AS DIRECTORS.
COMPENSATION OF DIRECTORS
According to the Company's Equity Incentive Plan approved by stockholders at
the 1992 Annual Meeting, each director who is not an employee of the Company
receives upon election to the Board a grant of a five-year, non-qualified stock
option to purchase that number of shares of the Company's Common Stock
determined by multiplying 1,000 by the number of years or fraction thereof for
which the director shall be elected, at the market price of the Common Stock on
the date of election, vesting immediately as to the first 1,000 shares of any
award and as to an additional 1,000 shares on each anniversary of the date of
election. Awards to directors appointed to fill a vacancy on the Board for less
than one year are prorated. During 1999, upon the election as directors to serve
for a term of three years, Mr. Kaslow, the only non-employee then elected as a
director, received options for 3,000 shares at the market price of $1.75 per
share. In September 1999, Mr. Shields was elected to the Board for a term of 2
and 3/4 years. Upon his election he received options for 2,750 shares at the
market price of $1.50.
The Company's policy is to pay each director who is not an employee an
annual retainer fee of $20,000 plus $1,000 for each board meeting attended, $750
for each committee meeting attended and $500 for meetings conducted by telephone
conference call. The Company also pays outside directors who are members of
committees of the Board $1,000 for membership on a committee and an additional
$1,500 for serving as chairman of a committee. Directors are reimbursed for
expenses incurred in connection with service on the Board. Total fees paid to
outside directors in 1999 were as follows: Mr. Bell $28,000, Mr. Kaslow $33,500,
Mr. McCarthy $34,250, Mr. Preston $24,000, Mr. Shields $9,250, and Mr. Waxlax
$33,750.
BOARD COMMITTEES AND MEETINGS
During 1999, the Board of Directors held five meetings.
The Board of Directors has established an Audit Committee consisting of
members of the Board of Directors who are not employed by the Company. During
1999, Messrs. Bell, Kaslow, McCarthy and Shields served on the Audit Committee.
The primary functions of the Audit Committee are to recommend the selection of
independent public accountants, to review the scope of and approach to audit
work, and to meet with and review the activities of the Company's accountants
and the independent public accountants. During 1999, there were three meetings
of the Audit Committee, of which one was held by conference call. The Board of
Directors has established a Compensation and Stock Option Committee.
7
<PAGE>
During 1999, the Compensation and Stock Option Committee consisted of three
non-employee directors: Messrs. Kaslow, McCarthy and Waxlax. During 1999, there
were four meetings of the Compensation and Stock Option Committee. The Board of
Directors has also established a Corporate Governance Committee consisting of
three directors: Messrs Waxlax, McKim and McCarthy. The Corporate Governance
Committee serves as the nominating committee of the Board. This committee met
three times in 1999.
During 1999, all directors attended at least 75 percent of the meetings of
the Board and the committees of which they were members.
COMPENSATION COMMITTEE REPORT
The Compensation and Stock Option Committee of the Board of Directors (the
"Committee"), consists of three outside directors whose responsibilities include
the recommendation to the full Board of Directors of a compensation package for
the Chief Executive Officer; review and approval of other senior executive
officer compensation; review and approval of corporate management compensation
policies; and management of the Company's stock option and equity incentive
plans.
COMPENSATION
The fundamental philosophy of the Committee regarding executive compensation
is to offer competitive compensation opportunities and to align individual
compensation with the goals, values and priorities of the Company. Compensation
for executive officers currently consists of three basic elements: base
compensation and benefits, salary "at-risk", and awards of long-term equity
incentives through non-qualified stock options. In addition, in 1998 the Company
instituted an Executive Retention Plan in order to help retain certain key
employees.
Base compensation and benefits for 1999 were determined based upon analysis
and previous studies of comparable industry groups. Salary at risk payments were
made pursuant to the Company's Management Incentive Program ("MIP") approved by
the Committee for 1999. Under the 1999 MIP, which covered 109 management
positions in the Company, an individual could earn a bonus based upon
Company-wide success in meeting management's goals, based upon a threshold
achievement of earnings before interest, taxes, depreciation and amortization
("EBITDA"), and, certain individuals were eligible to receive an additional
bonus based on specific goals and objectives. Payouts under the MIP during 1999
totaled $110,874 and payments to individual participants ranged from $361 to
$4,272. For 2000 the Committee maintained the MIP.
The final element of compensation for executives is long-term equity
incentives through grants of non-qualified stock option awards at the market
price of the Company's Common Stock. Awards are designed to align the interests
of executive officers with those of stockholders of the Company and to encourage
long-term retention of executives through periodic vesting. Awards are made at
current market price, and most options vest as to 20% at the end of each
successive year of service. Discretionary options were awarded in 1999 to three
executives of the Company. The amount of individual awards ranged from 2,500 to
30,000 shares based upon the individual's position and ability to positively
impact Company results, adjusted according to his or her performance rating. The
Chief Executive Officer, Alan S. McKim, did not receive any options during 1999.
In 1998, the Company instituted an Executive Retention Plan (the "Retention
Plan") which currently covers 14 members of executive and senior management. The
Retention Plan provides for severance payments for terminations other than for
cause in exchange for one year non-competition agreements. For terminations
other than for cause and not related to a change in control, the Retention Plan
calls for the payment of one year's base salary at the rate in effect at the
time of termination of employment, payable periodically in accordance with the
Company's normal executive salary payment polices, plus
8
<PAGE>
one year of continued medical, dental, life insurance and other benefits, if
any, available to the executive at the time of his or her termination of
employment.
Under the Retention Plan, in the event of a Change in Control (as defined in
the Plan), the executive can receive severance benefits by terminating his or
her employment with the Company for any reason within 30 days after a Change in
Control. Also, an executive shall be entitled to receive severance benefits if
the executive does not receive a position equal to the position that the
executive held prior to the Change in Control or if the primary work location is
not within 30 miles of such location prior to the Change in Control. In
addition, if the executive accepts a position with the successor corporation
after the Change in Control and within two years of the Change in Control the
executive's position changes so as not to be equal to the position prior to the
Change in Control, then the executive shall be entitled to severance benefits.
Under the Retention Plan, one year's base salary is payable within 30 days after
termination of employment relating to a Change in Control.
CHIEF EXECUTIVE OFFICER COMPENSATION
During 1999, base compensation of the Chief Executive Officer, Alan S.
McKim, was $300,000 per year. Salary at risk payable to Mr. McKim for 1999 was
based upon the Company's achievement of a base line EBITDA goal and various
individual goals established by the Committee. Mr. McKim was not awarded a bonus
for 1999.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to publicly-held companies for compensation paid to
certain executive officers, to the extent that compensation exceeds $1 million
per officer in any year. The compensation paid to the Company's executive
officers during the 1999 fiscal year did not exceed the $1 million limit per
officer, and it is not expected that the compensation to be paid to the
Company's executive officers in the foreseeable future will exceed that limit.
Because of the unlikelihood that compensation payable to any of the Company's
executive officers in the foreseeable future will approach the $1 million limit,
the Compensation Committee has decided at this time not to take any other action
to limit or restructure the elements of compensation payable to the Company's
executive officers. The Compensation Committee will reconsider this decision
should the individual compensation of any executive officer ever approach the
$1 million level.
Members of the Committee
Daniel J. McCarthy
John F. Kaslow
Lorne R. Waxlax
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation information for the Chief
Executive Officer and the four other most highly compensated executive officers
of the Company and its subsidiaries who were serving as executive officers at
the end of 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION (1)
---------------------
AWARDS PAYOUTS
---------- --------
SECURITIES
UNDERLYING
ANNUAL COMPENSATION OPTIONS
------------------------------------------ GRANTED ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER (SHARES) COMPENSATION (2)
- --------------------------- -------- --------- -------- -------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alan S. McKim................ 1999 $300,000 $ -- $ 408 -- -- $--
Chairman of the Board, 1998 300,000 50,000 408 -- -- --
President and Chief 1997 291,668 -- 408 -- -- --
Executive Officer
Gene A. Cookson (3).......... 1999 $178,000 $ 4,272 $ 408 30,000 -- $--
Senior Vice President * 1998 152,441 87,944 340 40,000 -- 25,000
William J. Geary............. 1999 $150,000 $38,600 $8,340 -- -- $ 55,687
Executive Vice President 1998 122,000 14,245 1,117 5,500 -- 30,000
and General Counsel * 1997 122,000 -- 859 -- -- --
Roger A. Koenecke (3)........ 1999 $135,000 $ 4,702 $1,076 -- -- $--
Senior Vice President and 1998 126,346 18,864 638 40,000 -- 26,090
Chief Financial Officer
John P. Lawton (4)........... 1999 $160,000 $ 3,008 $3,724 -- -- $ 32,895
President of 1998 138,487 17,348 4,458 10,000 -- --
Harbor Management 1997 120,000 -- 4,444 -- -- --
Consultants, Inc.
</TABLE>
- ------------------------
* Clean Harbors Environmental Services, Inc.
(1) No restricted stock or stock appreciation rights were awarded during 1999,
or held at the end of 1999. The Company does not have a long-term incentive
plan, and there were no long-term incentive plan payouts during 1999.
(2) Consists of the forgiveness of a loan for Mr. Geary and Mr. Lawton,
relocation for Mr. Koenecke and a recruiting bonus for Mr. Cookson upon his
re-employment with the Company.
(3) Messrs. Cookson and Koenecke joined the Company in February 1998 and
January 1998, respectively.
(4) Mr. Lawton resigned from the Company effective February 5, 2000.
10
<PAGE>
OPTIONS
The following table illustrates the hypothetical value of stock options
granted to the individuals named in the Summary Compensation Table during 1999,
based on assumed annual growth rates of 5% and 10% in the value of the Company's
stock price over the life of the stock options. The amounts set forth under
"Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation
for Option Term" reflect required disclosures pursuant to regulations of the
Securities and Exchange Commission. The actual value to be realized, if any,
could be more or less than the assumed values depending upon the performance of
the stock. Under the terms of the Company's Stock Option and Equity Incentive
Plans, the Compensation and Stock Option Committee retains discretion, subject
to plan limits, to modify the terms of outstanding options and to reprice the
options. In 1999 no stock options were repriced, and no stock appreciation
rights were awarded.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------ POTENTIAL REALIZABLE VALUE
PERCENT AT ASSUMED ANNUAL RATES
NUMBER OF OF TOTAL OF STOCK PRICE APPRECIATION
SECURITIES OPTIONS EXERCISE FOR OPTION TERM (2)
UNDERLYING GRANTED TO OR BASE -------------------------------
OPTIONS EMPLOYEES PRICE PER EXPIRATION 5% ANNUAL 10% ANNUAL
NAME GRANTED IN 1999 SHARE (1) DATE GROWTH RATE GROWTH RATE
- ---- ---------- ---------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Alan S. McKim................... -- -- $-- -- $-- $--
Gene A. Cookson................. 30,000 69.36% 2.00 2/19/09 37,734 95,625
William J. Geary................ -- -- -- -- -- --
Roger A. Koenecke............... -- -- -- -- -- --
John P. Lawton.................. -- -- -- -- -- --
</TABLE>
- ------------------------
(1) The exercise prices of the options granted in 1999 were equal to the fair
market value of the Common Stock on the date each option was granted.
(2) All options have a ten-year term, vest over five years, and are exercisable
as to 20% of the shares on the first anniversary of the date of grant and as
to an additional 20% on each anniversary date thereafter.
11
<PAGE>
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table shows for the individuals named in the Summary
Compensation Table the aggregate number of any options exercised, the value
realized (market value of underlying shares on exercise minus the exercise
price), the number of unexercised options held by each individual at year-end,
and the value of unexercised in-the-money options at year-end. The high and low
sales prices of the Company's Common Stock in 1999 were $2.438 and $1.063. The
last sale price at year-end was $1.250. No stock appreciation rights were
exercised during 1999 or held by such individuals at year-end.
OPTION EXERCISES IN 1999
<TABLE>
<CAPTION>
NUMBER NUMBER OF SECURITIES VALUE OF UNEXERCISED
OF SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT YEAR-END OPTIONS AT YEAR-END
--------------------------- ---------------------------
ACQUIRED ON VALUE .
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan S. McKim................ -- $ -- -- -- -- -$-
Gene A. Cookson.............. -- -- 8,000 62,000 -- --
William J. Geary............. -- -- 35,000 5,000 -- --
Roger A. Koenecke............ -- -- 8,000 32,000 -- --
John P. Lawton............... -- -- 26,275 -- -- --
</TABLE>
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
The Company provides "change of control" protection under stock option
agreements awarded to executive officers. Some of those agreements provide that
options will automatically fully vest upon a change of control, while others
provide that if an employee is involuntarily terminated or experiences a change
of position and a reduction in salary or relocation within twelve months of a
change of control, the employee's options become fully vested.
As discussed more fully in the Compensation Committee Report, the Company
has an Executive Retention Plan ("Retention Plan") that covers 14 members of
executive and senior management. The Retention Plan provides for severance
payments equal to one year's base salary for terminations that are due to a
change in control of over 50% of the shares of the Company. In addition to
severance, the Retention Plan provides for one year of continued medical,
dental, life insurance and other benefits, if any, available to the executive at
the time of his or her termination of employment.
12
<PAGE>
PERFORMANCE GRAPH
The following graph compares the five-year return from investing $100 on
January 1, 1995 in each of Clean Harbors, Inc. Common Stock, the NASDAQ Market
Index of companies, and an index of environmental services companies, compiled
by Media General Financial Services, Inc. The environmental services group used
by Media General Financial Services, Inc. includes all companies whose listed
line-of-business is SIC Code 4953 (refuse systems), and assumes reinvestment of
dividends on the ex-dividend date. An index compares relative performance since
a particular starting date. In this instance, the starting date is December 31,
1994, when the Company's Common Stock closed at $3.9375 per share.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Clean Harbors, Inc. 100 63.49 57.14 39.68 38.1 31.75
Industry Index 100 119.29 136.87 138.4 126.44 54.86
Broad Market 100 129.71 161.18 197.16 278.08 490.46
</TABLE>
DOLLARS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes of ownership with the Securities and Exchange Commission.
Copies of those reports are to be furnished to the Company. Based solely on its
review of copies of the reports received by it, or written representations from
certain reporting persons, the Company believes that during 1999 all such filing
requirements were satisfied on a timely basis.
13
<PAGE>
APPROVAL OF CLEAN HARBORS, INC.
2000 STOCK INCENTIVE PLAN
(ITEM 2 ON PROXY FORM)
On April 26, 2000, the Company's Board of Directors adopted, subject to
approval by the stockholders, the Clean Harbors, Inc. 2000 Stock Incentive Plan
(the "2000 Plan"). The 2000 Plan provides for awards ("Awards") of up to 800,000
shares of Common Stock (subject to anti-dilution adjustments) in the form of
(i) incentive stock options ("ISOs") which qualify for special federal income
tax treatment under the Internal Revenue Code of 1986, as amended (the "Code"),
(ii) options which are not qualified for special tax treatment ("Non-Qualified
Stock Options"), and (iii) issuances of Restricted Stock (as described below).
The Plan will be administered by the Company's Board of Directors or, at the
election of the Board, a committee thereof composed of not less than two
non-employee directors (the "Committee"). The Board has delegated administration
of the 2000 Plan to the Compensation and Stock Option Committee of the Board,
which now consists of three non-employee members of the Board. Under the 2000
Plan, all employees and directors of, and consultants to, the Company or any of
its subsidiaries are eligible to participate. The full text of the 2000 Plan is
set forth in Exhibit A to this Proxy Statement, and the following summary of the
major provisions of the Plan is qualified in its entirety by this reference.
In addition to the 2000 Plan, the Company now has in effect a 1992 Equity
Incentive Plan (the "1992 Plan"), under which, as such Plan has been amended to
date, the Company's Board of Directors (or a committee thereof) is authorized to
grant stock options and other equity incentive awards for up to an aggregate of
1,250,000 shares of Common Stock. The 1992 Plan will expire in accordance with
its terms on March 15, 2002, which will be ten years after the adoption of that
Plan by the Company's Board of Directors. The Company also previously had in
effect a stock option plan (the "1987 Plan") under which stock options could be
granted prior to the expiration of that Plan during 1997. On April 1, 2000,
there were outstanding stock options for an aggregate of 1,478,333 shares of
Common Stock which were granted pursuant to the 1987 and 1992 Plans and which
have exercise prices ranging from $1.44 to $13.25 per share. The closing price
of the Company's Common Stock on NASDAQ on April 1, 2000, was $2.625. An
aggregate of 1,458,333 of the total of 1,478,333 stock options then outstanding
under the 1987 and 1992 Plans have exercise prices less than such closing price,
and an aggregate of 660,293 of such "in-the-money" options were then
exercisable. All of the currently outstanding options granted under the 1987 and
1992 Plans (and any additional options which may be granted under the 1992 Plan
prior to its expiration date out of the 91,211 shares which on April 1, 2000
were available for issuance under that Plan but which had not previously been
issued or reserved under options then outstanding) will remain outstanding until
they are either exercised or expire in accordance with their respective terms.
However, if the 2000 Plan is approved by the stockholders, the Committee intends
to use the 2000 Plan as the primary vehicle for the future grant of stock
incentives by the Company.
The Company's Board of Directors believes that the use of stock incentives
will enhance the ability of the Company's officers, directors, employees and
consultants to acquire or increase their ownership interest in the Company,
thereby increasing their motivation to strive toward insuring the Company's
growth and success. The Board also believes that the availability of such
incentives will be a factor in attracting and retaining those highly competent
individuals upon whose judgment, initiative and leadership the Company's
continuing success depends.
As of April 1, 2000, the Company had a total of 1,328 employees and
directors as well as consultants who will be eligible to participate in the 2000
Plan. Except for certain automatic awards which will be made to those directors
of the Company who are "Non-Employee Directors" as described below, the granting
of Awards under the 2000 Plan will be discretionary with the Committee, and the
Company cannot now determine the number or type of Awards which the Committee
will elect to grant in the future to any particular person or group.
14
<PAGE>
All awards which have been made to date under both the 1987 and the 1992
Plans have been in the form of Non-Qualified Stock Options, with exercise prices
equal to at least 100% of the closing price of Common Stock on NASDAQ on the
dates on which such awards were made. The following table shows all of the stock
options which have been granted, through April 1, 2000 under the 1992 Plan since
that Plan went into effect, to each of the individuals named in the "Summary
Compensation Table" earlier in this Proxy Statement and to the groups specified
in the table. Of the total of 3,062,451 stock options which have been granted
under the 1992 Plan, a total of 2,168,382 terminated in accordance with their
respective terms prior to exercise, and the shares originally subject to those
terminated options therefore became available for purposes of additional option
grants under the 1992 Plan. See the tables entitled "Option Grants in 1999" and
"Option Exercises in 1999" earlier in this Proxy Statement for a further
description of the stock options which were previously granted to the Company's
principal executive officers and those options which remained unexercised as of
December 31, 1999.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AMOUNT OF OPTION SHARES
- --------------------------- -----------------------
<S> <C>
Alan S. McKim............................................... --
Chairman of the Board and Chief Executive Officer
Gene A. Cookson............................................. 70,000
Senior Vice President, Field Sales and Operations*
William J. Geary............................................ 16,000
Executive Vice President and General Counsel *
Roger A. Koenecke........................................... 40,000
Senior Vice President and Chief Financial Officer
John P. Lawton.............................................. 26,275
President of Harbor Management Consultants, Inc.
All current executive officers as a group (7 persons)....... 150,000
All current directors who are not executive officers as a 31,870
group (6 persons).........................................
All employees, including all officers who are not executive
officers, as a group (339 persons)........................ 712,199
</TABLE>
- ------------------------
* Clean Harbors Environmental Services, Inc.
TYPES OF AWARDS
The 2000 Plan provides that the Committee may grant Awards to employees,
directors, and consultants in any of the following forms:
OPTIONS. The Compensation Committee may award ISOs and Non-Qualified Stock
Options (collectively, "Options") and determine the number of shares to be
covered by each Option, the option price therefor, the term of the Option, and
the other conditions and limitations applicable to the exercise of the Option.
Except for automatic grants of certain options to Non-Employee Directors of the
Company as described below and any additional awards which the Company's Board
of Directors may elect to make to Non-Employee Directors, the 2000 Plan provides
that the Committee will have full discretion (subject to the terms of the Plan)
in making such grants. However, as required by the Code, the option price per
share of Common Stock purchasable under an ISO shall not be less than 100% of
the fair market value of the Common Stock on the date of award. Furthermore, if
the grantee of an ISO then owns more than 10% of the voting power of all classes
of the Company's capital stock then outstanding, the option price per share of
Common Stock purchasable under an ISO shall be not less than 110% of the fair
market value of the Common Stock on the date of award. The 2000 Plan provides
that the option price per share of Common Stock purchasable under a
Non-Qualified Stock Option shall be determined by the Committee in its
discretion, and such price may be less than, equal to or greater than the fair
market value of the Common Stock on the date of award. Options may be
exercisable for not more than ten years after the date the Option is awarded.
15
<PAGE>
In addition to the grant of Options at the Committee's discretion (or the
discretion of the Company's Board of Directors in the case of any additional
awards to the Company's Non-Employee Directors), the 2000 Plan also provides for
non-discretionary grants of Non-Qualified Stock Options to all directors of the
Company who are both neither employees nor providers of material amounts of
consulting or other services to the Company ("Non-Employee Directors").
Commencing with the Company's 2000 annual meeting, each Non-Employee Director
who is first elected a member of the Company's Board of Directors while the 2000
Plan is in effect shall automatically receive the grant of a Non-Qualified Stock
Option to purchase that number of shares of Common Stock determined by
multiplying 2,000 by the number of years or portion thereof for which the
Director shall be elected to serve and rounding the result to the nearest whole
number. However, to the extent (if any) that a Non-Employee Director shall
receive at the time of initial election a non-discretionary grant of an option
under the Company's 1992 Plan (which Plan shall expire prior to the Company's
2002 annual meeting), the number of shares covered by the Non-Discretionary
Option automatically received by such Non-Employee Director under the 2000 Plan
shall be proportionately reduced. After the initial grant of non-discretionary
options under the 2000 Plan at the time of initial election, each Non-Employee
Director subsequently re-elected at any meeting of stockholders held while the
2000 Plan remains in effect shall receive as of the date of each such meeting
the grant of a Non-Qualified Stock Option to purchase that same number of shares
of Common Stock as determined for the initial election (without reduction for
any option granted under the 1992 Plan). Options granted to Non-Employee
Directors elected for a term of one year are immediately exercisable. Options
granted to Non-Employee Directors elected for a term of more than one year shall
be exercisable immediately as to 2,000 shares and as to 2,000 additional shares
(or such lesser number as shall have been awarded) at the commencement of each
successive year of the term. The purchase price of the shares of Common Stock
subject to each such Option shall be the closing price of a share of the Common
Stock on NASDAQ on the date the Option is granted.
RESTRICTED STOCK. An Award of restricted stock ("Restricted Stock")
entitles the participant to acquire shares of Common Stock subject to such
conditions and restrictions as the Committee shall determine, which will
normally include a right of the Company, during a specified period or periods,
to repurchase such shares at their original purchase price (or to require
forfeiture of such shares) upon the participant's termination of employment.
Subject to the provisions of the 2000 Plan, the Committee may award shares of
Restricted Stock and determine the purchase price therefor, the duration of the
restricted period during which, and the conditions under which, the shares may
be forfeited to or repurchased by the Company, and the other terms and
conditions of such Awards. The Committee may also thereafter modify or waive the
restrictions with respect to any Restricted Stock. Shares of Restricted Stock
may be issued for cash equal to less than the fair market value of the Common
Stock on the date of Award or no cash consideration. A participant shall have
all the rights of a stockholder with respect to the Restricted Stock including
voting and dividend rights, subject to nontransferability restrictions and
Company repurchase or forfeiture rights and any other conditions contained in
the Award.
OTHER MATERIAL PROVISIONS OF 2000 PLAN
GRANTING OF AWARDS. Each Award may be made alone, in addition to, or in
relation to any other Award. The terms of each Award need not be identical, and
the Committee need not treat participants uniformly. Except as otherwise
provided by the 2000 Plan or a particular Award, any determination with respect
to an Award may be made by the Committee at the time of award or at any time
thereafter. The Committee shall determine whether Awards are settled in whole or
in part, or in cash, Common Stock, other securities of the Company, or other
property. The Committee may permit a participant to defer all or any portion of
a payment under the Plan, including the crediting of interest on deferred
amounts.
OUTSTANDING AWARDS. Awards may not be made under the 2000 Plan after
April 25, 2010, but outstanding Awards may extend beyond such date. Common Stock
subject to Options which expire or are terminated prior to exercise and Common
Stock which has been forfeited under the terms of
16
<PAGE>
Restricted Stock Awards will be available for future Awards under the Plan. Both
treasury shares and authorized but unissued shares may be used to satisfy Awards
under the Plan. Any proceeds received by the Company from transactions under the
Plan will be used for the general purposes of the Company.
ADMINISTRATION. The Committee will serve as the administrator of the 2000
Plan. In such capacity, the Committee shall determine, from among those
employees and consultants eligible to receive Awards, those to whom Awards
should be granted and the type of Awards to be granted. In addition, subject to
certain limitations, the Committee will have authority to resolve any disputes
arising under the terms of the outstanding Awards.
AMENDMENT. If the 2000 Plan is approved by the stockholders, the Company's
Board of Directors may thereafter amend, suspend, or terminate the Plan or any
portion thereof at any time. However, no amendment shall be made without
stockholder approval if such approval is necessary to comply with any applicable
tax or regulatory requirement, including any requirements for exemptive relief
under Section 16(b) of the Securities Exchange Act of 1934, or any successor
provision. Accordingly, stockholder approval would be required for any amendment
that increases the number of shares of Common Stock subject to the 2000 Plan
(other than in connection with an adjustment upon a change in capitalization) or
makes any change in the class of employees, directors or consultants of the
Company eligible to be granted Awards by the Committee under the Plan.
CERTAIN TAX INFORMATION
INCENTIVE STOCK OPTIONS. For federal income tax purposes, no taxable income
results to the optionee upon the grant of an ISO or upon the issuance of shares
to the optionee upon the exercise of the option, and no deduction is allowed to
the Company upon either the grant or the exercise of the ISO. Rather, if shares
acquired upon the exercise of an ISO are not disposed of either within the
two-year period following the date the option is granted or within the one-year
period following the date the shares are transferred to the optionee pursuant to
exercise of the option, the difference between the amount realized on any
disposition thereafter and the option price will be treated as long-term capital
gain or loss to the optionee. If a disposition occurs before the expiration of
the requisite holding periods, then the lower of (i) any excess of the fair
market value of the shares at the time of exercise of the option over the option
price or (ii) the actual gain realized on disposition, will be deemed to be
compensation to the optionee and will be taxed at ordinary income rates. Any
excess of the amount realized by the optionee on disposition over the fair
market value of the shares at the time of exercise will be treated as capital
gain. The 2000 Plan requires each employee granted an ISO under the 2000 Plan to
notify the Committee in the event that the optionee disposes of Common Stock
acquired upon exercise of an ISO either within the two-year period following the
date the ISO was granted or within the one-year period following the date the
optionee receives Common Stock upon the exercise of an ISO. If an optionee is
required to recognize ordinary income as a result of a disqualifying disposition
of shares acquired upon exercise of an ISO, the Company will be entitled
(subject to certain limitations on employee remuneration in excess of
$1 million under Section 162(m) of the Code) to a corresponding deduction from
its taxable income provided the Company complies with certain reporting
requirements. Any such increase in the taxable income of the optionee or
deduction from the taxable income of the Company attributable to such
disposition is treated as an increase in taxable income or a deduction from
taxable income in the taxable year in which the disposition occurs.
"Alternative minimum taxable income" in excess of a taxpayer's exemption
amount is subject to the alternative minimum tax, which is currently imposed at
a rate of 26% to 28% on individuals and is payable to the extent it exceeds the
regular income tax. The excess of the fair market value on the date of exercise
over the option price of shares acquired on exercise of ISOs generally
constitutes an item of alternative minimum taxable income for the purpose of the
alternative minimum tax. The optionee's basis for the shares acquired for
regular income tax purposes will not be increased by the amount of alternative
minimum taxable income recognized on exercise, but the optionee may be able to
recover the amount of
17
<PAGE>
his or her alternative minimum tax liability through the alternative minimum tax
credit against future gain from sale of the stock.
If the aggregate fair market value (determined at the time the option is
granted) of the shares of Common Stock covered by ISOs granted to an individual
optionee which become exercisable for the first time in a calendar year exceeds
$100,000, the amount of the excess will not be treated as shares acquired
through exercise of an ISO.
NON-QUALIFIED STOCK OPTIONS. For federal income tax purposes, a person who
is granted a Non-Qualified Stock Option will not have taxable income at the date
of grant; however, an optionee who thereafter exercises such an option will be
deemed to have received compensation income in an amount equal to the difference
between the option price and the fair market value of the shares on the date of
exercise. The optionee's basis for such shares will be increased by the amount
which is deemed compensation income. For the year in which a Non-Qualified Stock
Option is exercised, the Company will be entitled (subject to certain potential
limitations under Section 162(m) of the Code) to a deduction in the same amount
as the optionee is required to include in his or her income provided the Company
withholds and deducts as required by law. When the optionee disposes of such
shares, he or she will recognize capital gain or loss.
RESTRICTED STOCK. A recipient of Restricted Stock generally will be subject
to tax at ordinary income rates on the fair market value of the Common Stock at
the time the Common Stock is no longer subject to forfeiture, minus the amount
(if any) paid for such stock. However, a recipient who makes an election under
Section 83(b) of the Code within 30 days of the date of issuance of the
Restricted Stock will realize ordinary income on the date of issuance equal to
the fair market value of the shares of Restricted Stock at the time (measured as
if the shares were unrestricted and could be sold immediately), minus the amount
(if any) paid for such stock. For the year in which any such ordinary income is
realized by the recipient of Restricted Stock, the Company will be entitled
(subject to certain potential limitations in Section 162(m) of the Code) to a
deduction in the same amount as the recipient is required to include in his or
her income, provided the Company withholds and deducts as required by law. If
the election is made, no taxable income will be realized when the shares subject
to such election are no longer subject to forfeiture. If the shares subject to
such election are forfeited, the recipient will not be entitled to any
deduction, refund or loss for tax purposes with respect to the forfeited shares.
Upon sale of the shares after the forfeiture period has expired, the holding
period to determine whether the recipient has long-term or short-term capital
gain or loss begins when the restriction period expires (or upon earlier
issuance of the shares, if the recipient elected immediate realization of income
under Section 83(b) of the Code).
OTHER TAX CONSEQUENCES. The foregoing is a general summary only of the
principal federal income tax aspects of Awards to be granted under the 2000
Plan, and tax consequences may vary depending on the particular circumstances
associated with any Award. In addition, the relevant provisions of the Code and
the Regulations thereunder and administrative and judicial interpretations are
subject to change. Furthermore, no information is given with respect to foreign,
state or local taxes that may be applicable in the case of any Award in addition
to, or in lieu of, U.S. federal income taxes.
RECOMMENDATION BY BOARD OF DIRECTORS
AS DESCRIBED ABOVE, THE COMPANY'S BOARD OF DIRECTORS BELIEVES THAT APPROVAL
OF THE 2000 PLAN WILL ALLOW THE COMPANY TO ATTRACT AND RETAIN THE HIGHLY TRAINED
AND MOTIVATED INDIVIDUALS ON WHICH THE FUTURE SUCCESS OF THE COMPANY DEPENDS.
ACCORDINGLY, THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL OF
THE 2000 PLAN. PROXIES WILL BE VOTED IN THE MANNER SPECIFIED THEREIN WITH
RESPECT TO APPROVAL AND, IF NO SPECIFICATION IS MADE, IN FAVOR OF APPROVAL.
18
<PAGE>
INDEPENDENT ACCOUNTANTS
The Company's independent public accountants will be selected by the Board
of Directors at its meeting following the Annual Meeting of Stockholders. The
Board of Directors anticipates that it will select PricewaterhouseCoopers to
serve as the Company's independent public accountants for the year ending
December 31, 2000. PricewaterhouseCoopers or its predecessor has served as the
Company's independent public accountants since the fiscal year ended
February 28, 1990. Representatives of PricewaterhouseCoopers are expected to be
present at the Annual Meeting to respond to appropriate questions and will have
the opportunity to make a statement if they so desire.
STOCKHOLDER PROPOSALS
Proposals which qualified stockholders intend to present at the 2001 Annual
Meeting must be received by the Company for inclusion in the Company's proxy
statement and form of proxy relating to that meeting no later than December 31,
2000.
Shareholders of record who do not submit proposals for inclusion in the
Proxy Statement but who intend to submit a proposal at the 2001 Annual Meeting,
and shareholders of record who intend to submit nominations for directors at the
meeting, must provide written notice. Such notice should be addressed to the
Clerk and received at the Company's principal executive offices not earlier than
December 30, 2000 and not later than January 29, 2001. The written notice must
satisfy certain requirements specified in the Company's By-Laws. A copy of the
By-Laws will be sent to any shareholder upon written request to the Clerk.
OTHER MATTERS
THE COMPANY FILES AN ANNUAL REPORT WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WHICH INCLUDES ADDITIONAL INFORMATION ABOUT THE COMPANY.
A COPY OF THE FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES, MAY BE OBTAINED WITHOUT CHARGE, AND COPIES OF THE EXHIBITS
WHICH ARE LISTED THEREIN WILL BE FURNISHED UPON PAYMENT OF THE COMPANY'S COSTS
OF REPRODUCTION AND MAILING OF SUCH EXHIBITS. ALL SUCH REQUESTS SHOULD BE
DIRECTED TO STEPHEN H. MOYNIHAN, SENIOR VICE PRESIDENT PLANNING AND DEVELOPMENT,
CLEAN HARBORS ENVIRONMENTAL SERVICES, INC., 1501 WASHINGTON STREET, BRAINTREE,
MASSACHUSETTS 02184-7535, TELEPHONE (781) 849-1800, EXT. 4454.
Except for the matters set forth above, management knows of no other matter
which is to be brought before the meeting, but if any other matter shall
properly come before the meeting, it is the intention of the persons named in
the accompanying form of proxy to vote such proxy in accordance with their
judgment on such matter.
By Order of the Board of Directors,
[LOGO]
C. Michael Malm, Clerk
May 1, 2000
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THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE ANNUAL
MEETING. REGARDLESS OF WHETHER YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE,
DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT
RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING, AND YOUR
COOPERATION WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY
VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
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EXHIBIT A
CLEAN HARBORS, INC.
2000 STOCK INCENTIVE PLAN
SECTION 1. PURPOSE
The purpose of the 2000 Stock Incentive Plan (the "Plan") is to enable Clean
Harbors, Inc. (the "Company") and its subsidiaries to attract, retain and
motivate their employees, directors and consultants, and to enable such
employees, directors and consultants to participate in the long-term growth of
the Company by providing for, or increasing the proprietary interests of such
persons in the Company, thereby assisting the Company to achieve its long-range
goals.
SECTION 2. DEFINITIONS
As used in the Plan:
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" means any Option or Restricted Stock awarded under the Plan.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Board" means the Board of Directors of the Company.
"Closing Price" means the closing price of a share of Common Stock quoted on
the Nasdaq Stock Market, or on any other national securities exchange on which
the Common Stock is listed.
"Committee" means the Compensation and Stock Option Committee of the Board,
which shall consist of two or more directors each of whom shall be a
"Non-Employee Director" as defined below.
"Company" means Clean Harbors, Inc. and any present or future parent or
subsidiary corporations (as defined in Section 424 of the Code) or any successor
to such corporations.
"Common Stock" or "Stock" means the Common Stock, $.01 par value, of the
Company.
"Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value as determined by the Committee in good faith or
in the manner established by the Committee from time to time.
"Incentive Stock Option" means an option to purchase shares of Common Stock
awarded to a Participant under the Plan which is intended to meet the
requirements of Section 422 of the Code or any successor provision.
"Non-Employee Director" means a director of the Company who is not an
employee of the Company and who satisfies the requirements of Rule 16b-3(b)
under the Act, or any successor provision thereto.
"Non-Qualified Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under the Plan which is not intended to be an
Incentive Stock Option.
"Option" means an Incentive Stock Option or a Non-Qualified Stock Option.
"Participant" means a person selected by the Committee to receive an Award
under the Plan.
"Restricted Period" means the period of time selected by the Committee
during which an award of Restricted Stock may be forfeited to the Company.
"Restricted Stock" means shares of Common Stock awarded to a Participant
under Section 8 which are subject to forfeiture.
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SECTION 3. ADMINISTRATION
(a) Except in the case of the making of certain discretionary Awards to the
Company's Non-Employee Directors (which shall require the approval of the Board
as provided in Section 7(h)), the Plan shall be administered by the Committee.
Among other things, the Committee shall have authority, subject to the terms of
the Plan including, without limitation, to grant Awards, to determine the
individuals to whom, and the time or times at which, Awards may be granted and
to determine the terms and conditions of any Award granted hereunder.
(b) Subject to the provisions of Section 9(a), the Committee shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, to interpret the provisions of the Plan and any Award, and
to decide all disputes arising in connection with the Plan. The Committee's
decisions and interpretations shall be final and binding. Any action of the
Committee with respect to the administration of the Plan shall be taken pursuant
to a majority vote or by the unanimous written consent of its members.
SECTION 4. ELIGIBILITY
All employees and directors of, and consultants to, the Company, shall be
eligible to participate in the Plan.
SECTION 5. STOCK AVAILABLE FOR AWARDS
(a) Awards may be made under the Plan for up to 800,000 shares of Common
Stock. If any Award in respect of shares of Common Stock expires or is
terminated before exercise or is forfeited for any reason, without a payment in
the form of Stock being made to the Participant, the shares of Common Stock
subject to such Award, to the extent of such expiration, termination or
forfeiture, shall again be available for award under the Plan. Shares of Common
Stock issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.
(b) In the event that the Committee determines in its sole discretion that
any stock dividend, extraordinary cash dividend, creation of a class of equity
securities, recapitalization, reclassification, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below fair
market value, or other similar transaction affects the Common Stock such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be made available under the Plan to Participants, the Committee
shall have the right to adjust equitably any or all of (i) the number and kind
of shares of stock or securities in respect of which Awards may be made under
the Plan to Participants, (ii) the number and kind of shares subject to
outstanding Awards held by Participants, and (iii) the award, exercise or
conversion price with respect to any of the foregoing held by Participants, and,
if considered appropriate, the Committee may make provision for a cash payment
with respect to an outstanding Award held by a Participant, provided that the
number of shares subject to any Award shall always be a whole number.
SECTION 6. OPTIONS
(a) Subject to the provisions of the Plan, the Committee may award Incentive
Stock Options and Non-Qualified Stock Options and determine the number of shares
to be covered by each Option, the option price therefor, the term of the Option,
and the other conditions and limitations applicable to the exercise of the
Option. The terms and conditions of Incentive Stock Options shall be subject to
and comply with Section 422 of the Code, or any successor provision, and any
regulations thereunder. Anything in the Plan to the contrary notwithstanding, no
term of the Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted to the
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Committee under the Plan be so exercised, so as to disqualify the Plan or,
without the consent of the optionee, any Incentive Stock Option granted under
the Plan, under Section 422 of the Code.
(b) The option price per share of Common Stock purchasable under an Option
shall not be less than 100% of the Fair Market Value of the Common Stock on the
date of award with respect to Incentive Stock Options and shall be the price
determined by the Committee, which may be less than, equal to or greater than
the Fair Market Value of the Common Stock on the date of award but in no event
less than the par value of the Common Stock, with respect to Non-Qualified Stock
Options. If the Participant owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Company or any
subsidiary or parent corporation of the Company and an Incentive Stock Option is
granted to such Participant, the option price shall be not less than 110% of
Fair Market Value of the Common Stock on the date of award.
(c) No Option shall be exercisable more than ten years after the date the
option is awarded. If a Participant owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or any subsidiary
or parent corporation of the Company and an Incentive Stock Option is awarded to
such Participant, such Option shall not be exercisable after the expiration of
five years from the date of award.
(d) No shares shall be delivered pursuant to any exercise of an Option until
payment in full of the option price therefor is received by the Company. Such
payment may be made in whole or in part in cash or by certified or bank check
or, to the extent permitted by the Committee at or after the award of the
Option, by delivery of a note or shares of Common Stock owned by the
Participant, including Restricted Stock, valued at their Fair Market Value on
the date of delivery, or such other lawful consideration as the Committee may
determine.
(e) No Option shall be transferable by the Participant otherwise than by
will or by the laws of descent and distribution, and all Options shall be
exercisable during the Participant's lifetime only by the Participant or the
Participant's duly appointed guardian or personal representative. A Participant
shall notify the Committee in the event that he or she disposes of Common Stock
acquired upon exercise of an ISO within the two-year period following the date
upon which the ISO was granted or within the one-year period following the date
upon which he or she received Common Stock upon the exercise of an ISO.
(f) The Committee may at any time accelerate the exercisability of all or
any portion of any Option.
SECTION 7. GRANTS OF OPTIONS TO NON-EMPLOYEE DIRECTORS
Notwithstanding any other provisions of the Plan, Non-Employee Directors
shall participate in the Plan to the extent set forth in this Section 7.
(a) Commencing with the Company's 2000 annual meeting, on the date upon
which a Non-Employee Director is first elected a member of the Company's Board
of Directors while the Plan is in effect, he or she shall automatically receive
a Non-Qualified Stock Option (a "Non-Discretionary Option") to purchase that
number of shares of Common Stock determined by multiplying 2,000 by the number
of years or portion thereof for which such Director shall be elected to serve
and rounding the result to the nearest whole number. However, to the extent (if
any) that a Non-Employee Director shall receive at the time of initial election
a non-discretionary grant of an option under the Company's 1992 Equity Incentive
Plan (which Plan shall expire prior to the Company's 2002 annual meeting), the
number of shares covered by the Non-Discretionary Option automatically received
by such Non-Employee Director under the Plan shall be proportionately reduced.
Non-Employee Directors subsequently re-elected at any meeting of stockholders
held while the Plan remains in effect shall receive as of the date of each such
meeting an automatic grant of a Non-Discretionary Option to purchase that same
number of shares of Common Stock as determined for the initial election under
the first sentence of this
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Section 7(a), but without reduction for any option granted under the Company's
1992 Equity Incentive Plan. Non-Discretionary Options granted to Non-Employee
Directors elected for a one-year term shall be exercisable immediately.
Non-Discretionary Options granted to Non-Employee Directors elected for a term
of more than one year shall be exercisable immediately as to 2,000 shares and as
to 2,000 additional shares (or such lesser number as shall have been awarded) at
the commencement of each successive year of the term.
(b) The term of each Non-Discretionary Option granted to a Non-Employee
Director shall be five years from its date of grant, unless sooner terminated or
extended in accordance with this Section 7.
(c) The purchase price of the Shares subject to each Non-Discretionary
Option granted to a Non-Employee Director shall be the Closing Price on the date
the Option is granted.
(d) No Non-Discretionary Option shall be transferable by a Non-Employee
Director other than by will or by the laws of descent and distribution, and all
Non-Discretionary Options shall be exercisable during a Non-Employee Director's
lifetime only by the Non-Employee Director or his or her duly appointed guardian
or personal representative.
(e) If a Non-Employee Director dies while serving as a director, such
Non-Employee Director's Non-Discretionary Options shall be exercisable by either
his or her executor or administrator or, if not so exercised, by the legatees or
the distributees of his or her estate, only during the twelve months following
his or her death. If a Non-Employee Director's membership on the Board
terminates for any reason other than death, such Non-Employee Director's
Non-Discretionary Options shall be exercisable only during the three months
following the date of termination.
(f) In the event of a stock dividend, stock split or combination of shares
of Common Stock, recapitalization or other increase or decrease in the number of
issued shares of Common Stock effected without receipt of consideration by the
Company, an appropriate and proportionate adjustment shall be made in the
number, kind and per share exercise price of shares subject to Non-Discretionary
Options then outstanding and to be granted to Non-Employee Directors under this
Section 7.
(g) Each Non-Discretionary Option granted to a Non-Employee Director shall
be evidenced by a writing signed by him or her specifying the terms and
conditions thereof in accordance with this Section 7.
(h) The provisions of this Section 7 shall not restrict the ability of the
Board to make Awards under the Plan other than Non-Discretionary Options to the
Non-Employee Directors of the Company. However, in no event shall any Award
other than a Non-Discretionary Option be made to any Non-Employee Director
unless such Award is approved by the Board.
SECTION 8. RESTRICTED STOCK
(a) A Restricted Stock Award is an Award entitling the Participant to
acquire shares of Common Stock, subject to such conditions and restrictions,
including, without limitation, a Company right during a specified period or
periods to repurchase such shares at their original purchase price (or to
require forfeiture of such shares) upon the Participant's termination of
employment, as the Committee shall determine.
(b) Subject to the provisions of the Plan, the Committee may award shares of
Restricted Stock and determine the purchase price (if any) therefor, the
duration of the Restricted Period during which, and the conditions under which,
the shares may be forfeited to or repurchased by the Company and the other terms
and conditions of such Awards. Shares of Restricted Stock may be issued for no
cash consideration or such minimum consideration as may be required by
applicable law.
(c) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Committee, during
the Restricted Period. Shares of Restricted
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Stock shall be evidenced in such manner as the Committee may determine. Any
certificates issued in respect of shares of Restricted Stock shall be registered
in the name of the Participant and, unless otherwise determined by the
Committee, deposited by the Participant, together with a stock power endorsed in
blank, with the Company. At the expiration of the Restricted Period, the Company
shall deliver such certificates to the Participant.
(d) A Participant shall have all the rights of a stockholder with respect to
the Restricted Stock including voting and dividend rights, subject to
restrictions on transferability and Company repurchase or forfeiture rights
described in this Section and subject to any other conditions, determined by the
Committee and contained in the Award.
SECTION 9. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) Notwithstanding any other provisions of the Plan, in order to qualify
for the exemption provided by Rule 16b-3 under the Act, and any successor
provisions, any Common Stock or other equity security offered (other than
pursuant to Options) under the Plan to a Participant subject to Section 16 of
the Act (a "Section 16 Participant") may not be sold for six months after
acquisition, and any Common Stock or other equity security acquired by a
Section 16 Participant upon exercise of an Option may not be sold for six months
after the date of grant of the Option. The Committee shall have no authority to
take any action if the authority to take such action, or the taking of such
action, would disqualify the Plan from the exemption provided by Rule 16b-3
under the Act, and any successor provision.
(b) Each Award under the Plan shall be evidenced by a writing delivered to
the Participant specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions of the Plan as
the Committee considers necessary or advisable to achieve the purposes of the
Plan or comply with applicable tax and regulatory laws and accounting
principles.
(c) Each Award may be made alone, in addition to, or in relation to, any
other Award. The terms of each Award need not be identical, and the Committee
need not treat Participants uniformly. Except as otherwise provided by the Plan
or a particular Award, any determination with respect to an Award may be made by
the Committee at the time of award or at any time thereafter.
(d) The Committee shall determine whether Awards to Participants are settled
in whole or in part in cash, Common Stock, or other securities of the Company,
Awards or other property. The Committee may permit a Participant to defer all or
any portion of a payment under the Plan, including the crediting of interest on
deferred amounts denominated in cash and dividend equivalents or amounts
denominated in Common Stock.
(e) In the discretion of the Committee, any Award to a Participant under the
Plan may provide the Participant with (i) dividends or dividend equivalents
payable currently or deferred with or without interest and (ii) cash payments in
lieu of or in addition to an Award.
(f) The Committee shall determine the effect on an Award of the disability,
death, retirement or other termination of employment of a Participant and the
extent to which, and the period during which, the Participant's legal
representative, guardian or designated beneficiary may receive payment of an
Award or exercise rights thereunder.
(g) In order to preserve the rights of a Participant under an Award in the
event of a change in control of the Company, the Committee in its direction may,
at the time an Award is made or at any time thereafter, take one or more of the
following actions with respect to any such change of control: (i) provide for
the acceleration of any time period relating to the exercise of realization of
the Award, (ii) provide for the purchase of the Award upon the Participant's
request for an amount of cash or other property that could have been received
upon the exercise or realization of the Award had the Award been currently
exercisable or payable, (iii) adjust the terms of the Award in a manner
determined by the Committee, (iv) cause the Award to be assumed, or new rights
substituted therefor, by another entity, or
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(v) make such other provision as the Committee may consider equitable and in the
best interests of the Company.
(h) The Participant shall pay to the Company, or make provision satisfactory
to the Committee for payment of, any taxes required by law to be withheld in
respect of Awards under the Plan no later than the date of the event creating
the tax liability. In the Committee's discretion, such tax obligations may be
paid, in whole or in part, in shares of Common Stock, including shares retained
from the Award creating the tax obligation, valued at their Fair Market Value on
the date of delivery, provided, however, that with respect to any Participant
subject to Section 16(a) of the Act, any such retention of Shares shall be made
in compliance with any applicable requirements of Rule 16b-3(e) or any successor
Rule under the Act. The Company may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to the
Participant.
(i) For purposes of the Plan, the following events shall not be deemed a
termination of employment of a Participant:
(i) a transfer to the employment of the Company from a subsidiary or from
the Company to a subsidiary, or from one subsidiary to another, or
(ii) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the Participant's right
to reemployment is guaranteed either by a statute or by contract or
under the policy pursuant to which the leave of absence was granted or
if the Committee otherwise so provides in writing. For purposes of the
Plan, employees of a subsidiary of the Company shall be deemed to have
terminated their employment on the date on which such subsidiary ceases
to be a subsidiary of the Company.
(j) The Committee may amend, modify or terminate any outstanding Award held
by a Participant other than a Non-Employee Director, including substituting
therefor another Award of the same or a different type, changing the date of
exercise or realization, converting an Incentive Stock Option to a Non-Qualified
Stock Option, and modifying or waiving the restrictions with respect to any
Restricted Stock, provided that the Participant's consent to such action shall
be required unless the Committee determines that the action, taking into account
any related action, would not materially and adversely affect the Participant.
SECTION 10. MISCELLANEOUS
(a) No Person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to
continued employment. The Company expressly reserves the right at any time to
dismiss a Participant free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.
(b) Nothing contained in the Plan shall prevent the Company from adopting
other or additional compensation arrangements for its employees, directors and
consultants.
(c) Subject to the provisions of the applicable Award, no Participant shall
have any rights as a stockholder with respect to any shares of Common Stock to
be distributed under the Plan until he or she becomes the holder thereof. A
Participant to whom shares of Common Stock are awarded shall be considered the
holder of the Shares at the time of the Award except as otherwise provided in
the applicable Award.
(d) Subject to the approval of the stockholders of the Company, the Plan
shall become effective on April 26, 2000. Prior to such approval, Awards may be
made under the Plan expressly subject to such approval.
(e) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
stockholder approval if such approval is necessary
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to comply with any applicable tax or regulatory requirement, including any
requirements for exemptive relief under Section 16(b) of the Act, or any
successor provision.
(f) Awards may not be made under the Plan after April 25, 2010, but then
outstanding Awards may extend beyond such date.
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CLEAN HARBORS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alan S. McKim, Stephen H. Moynihan and C.
Michael Malm, and each of them acting solely, with full power of
substitution, as the true and lawful attorney-in-fact and proxy for the
undersigned to vote all shares of Common Stock of Clean Harbors, Inc. (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held at 10:00 a.m., local time, on Friday, June 16, 2000,
at Citizens Bank, 40 Court Street, Boston, Massachusetts, or any adjournment
thereof, hereby revoking any proxies heretofore given. Each such proxy is
hereby directed to vote upon the matters set forth on the reverse side hereof
and, in his own discretion, upon such other matters as may properly come
before the meeting.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
CLEAN HARBORS, INC.
JUNE 16, 2000
Please Detach and mail in the Envelope Provided
A /X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. To elect the nominees listed at right as Class II
directors of the Company for a three-year term, until / / / /
the 2003 Annual Meeting of Stockholders and until
their respective successors shall be duly elected:
NOMINEES: John T. Preston
Lorne R. Waxlax
FOR AGAINST ABSTAIN
2. To approve the 2000 Stock Incentive Plan / / / / / /
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREON. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1
AND "FOR" PROPOSAL 2.
SIGNATURE: ___________________________________________ DATE: __________________
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
