<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1996
Registration No. 33-
----------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
SAFETY-KLEEN(R) CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN 39-6090019
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1000 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123-7857
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
-------------------
SAFETY-KLEEN 1993 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
-------------------
ROBERT W. WILLMSCHEN, JR.
SENIOR VICE PRESIDENT FINANCE AND SECRETARY
SAFETY-KLEEN CORP.
1000 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123-7857
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(847) 697-8460
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------
COPY TO:
HYMAN K. BIELSKY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SAFETY-KLEEN CORP.
1000 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123-7857
(847) 697-8460
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (2) registration fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 2,500,000 shares $16.9375 $42,343,750 $14,601
per share
=====================================================================================================
</TABLE>
(1) There are also being registered hereunder such indeterminate number of
shares of Common Stock as may be issued pursuant to the antidilution
provisions of the Plan. This registration statement also registers all
stock appreciation rights and any other securities which may be deemed
issuable in connection with the Plan. Since no additional consideration is
payable for such plan interests or other securities, no additional fee is
payable by reason of the registration thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, based on the average
of the high and low prices of the Company's Common Stock on the New York
Stock Exchange on June 6, 1996.
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Safety-Kleen Corp., a
Wisconsin corporation ("Safety-Kleen" or the "Company"), with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the interim reporting
period ended March 23, 1996.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934, as amended ("the Exchange Act"), dated December 28,
1988, as amended by the Company's Form 8 dated August 24, 1990.
In addition, all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing such documents with the Commission.
Any statement contained herein or in a document all or part of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares registered under this
Registration Statement will be passed on for the Company by Hyman K. Bielsky.
Mr. Bielsky has been an officer of the Company since 1993.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain provisions of the Wisconsin Business Corporation Law and Article IX
of the Registrant's by-laws provide for indemnification of directors and
officers under certain conditions, including the possibility of indemnification
against liabilities under the Securities Act of 1933. In addition, the
Registrant's directors and officers are insured under a directors and officers
liability insurance policy maintained by the Company.
2
<PAGE>
ITEM 8. EXHIBITS.
Number Description
- ------ -----------
4.1 Articles of Incorporation of Safety-Kleen Corp./1/
4.2 By-Laws of Safety-Kleen Corp./2/
4.3 Safety-Kleen Amended and Restated 1993 Stock Option Plan
4.4 Forms of Option Agreements under Safety-Kleen 1993 Stock
Option Plan/3/
5 Opinion of Counsel as to the legality of the securities
being registered
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney/4/
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
- -------------------
/1/ Previously filed and incorporated herein by reference from Registrant's
Annual Report on Form 10-K for the fiscal year ended December 28, 1991.
/2/ Previously filed and incorporated herein by reference from Registrant's
Quarterly Report on Form 10-Q for the twelve weeks ended September 9, 1995.
/3/ Previously filed and incorporated herein by reference from Registrant's
Registration Statement on Form S-8 (Registration Statement No. 33-56371) filed
November 8, 1994.
/4/ Included in this Registration Statement at page 5.
3
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Elgin, State of Illinois, on the 12th of June, 1996.
SAFETY-KLEEN CORP.
By: /s/ ROBERT W. WILLMSCHEN, JR.
-------------------------------
Robert W. Willmschen, Jr.
Senior Vice President Finance
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John G. Johnson, Jr. and Robert W.
Willmschen, Jr., and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this registration statement, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ DONALD W. BRINCKMAN Chairman and Director June 12, 1996
- -------------------------------
Donald W. Brinckman
/s/ JOHN G. JOHNSON, JR. President, Chief Executive June 12, 1996
- ------------------------------- Officer and Director
John G. Johnson, Jr.
/s/ ROBERT W. WILLMSCHEN, JR. Senior Vice President June 12, 1996
- ------------------------------- Finance, Chief Financial
Robert W. Willmschen, Jr. Officer
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ CLIFFORD J. SCHULZ Controller, Chief June 12, 1996
- ------------------------------- Accounting Officer
Clifford J. Schulz
/s/ RICHARD T. FARMER Director June 12, 1996
- -------------------------------
Richard T. Farmer
/s/ RUSSELL A. GWILLIM Director June 12, 1996
- -------------------------------
Russell A. Gwillim
/s/ EDGAR D. JANNOTTA Director June 12, 1996
- -------------------------------
Edgar D. Jannotta
/s/ KARL G. OTZEN Director June 12, 1996
- -------------------------------
Karl G. Otzen
/s/ PAUL D. SCHRAGE Director June 12, 1996
- -------------------------------
Paul D. Schrage
/s/ MARCIA E. WILLIAMS Director June 12, 1996
- -------------------------------
Marcia E. Williams
/s/ W. GORDON WOOD Director June 12, 1996
- -------------------------------
W. Gordon Wood
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Number Description
- ------ -----------
4.1 Articles of Incorporation of Safety-Kleen Corp./1/
4.2 By-Laws of Safety-Kleen Corp./2/
4.3 Safety-Kleen Amended and Restated 1993 Stock Option Plan
4.4 Forms of Option Agreements under Safety-Kleen 1993 Stock
Option Plan/3/
5 Opinion of Counsel as to the legality of the securities
being registered
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney/4/
- -----------------
/1/ Previously filed and incorporated herein by reference from Registrant's
Annual Report on Form 10-K for the fiscal year ended December 28, 1991.
/2/ Previously filed and incorporated herein by reference from Registrant's
Quarterly Report on Form 10-Q for the twelve weeks ended September 9, 1995.
/3/ Previously filed and incorporated herein by reference from Registrant's
Registration Statement on Form S-8 (Registration Statement No. 33-56371) filed
November 8, 1994.
/4/ Included in this Registration Statement at page 5.
7
<PAGE>
EXHIBIT 4.3
SAFETY-KLEEN
1993 STOCK OPTION PLAN
AS AMENDED AND RESTATED FEBRUARY 2, 1996
<PAGE>
SAFETY-KLEEN 1993 STOCK OPTION PLAN
PART 1. PURPOSE
The purpose of this Plan is to promote the long-term financial interests of
the Company and its subsidiaries by (i) providing an incentive which the Company
may use to induce able persons to enter into or remain in the employment of the
company or one of its subsidiaries, (ii) providing employees with an additional
incentive to promote the Company's financial success and (iii) furthering the
identity of interests of participants with those of the shareholders of the
Company.
This Plan shall be administered by a Committee composed of Company
directors appointed as prescribed in Part 11 of this Plan.
Certain terms used in this Plan have the meaning indicated for such terms
in Section 12.1 of this Plan.
PART 2. PERSONS ELIGIBLE TO RECEIVE OPTIONS
A person shall be eligible to be granted an option under this Plan only if
(i) on the proposed Grant Date for such option or at some time between the Grant
Date of such option and the exercise of such option, such person shall be
employed either by the Company or by a subsidiary, and (ii) such person is not a
member of the Committee. A person eligible to be granted an option under this
Plan is herein called an "eligible employee". A director of the Company who is
not also such an employee of the Company or a subsidiary shall not be eligible
to receive options under this Plan.
PART 3. STOCK OPTIONS
Section 3.1 Power to Grant Options. The Committee shall have the right
and the power to grant at any time to any eligible employee an option entitling
such person to purchase shares from the Company in such quantity, at such price,
on such terms and subject to such conditions consistent with the provisions of
this Plan as may be established by the Committee on or prior to the Grant Date
for such option. Each option to purchase shares which shall be granted by the
Committee pursuant to the provisions of this Part 3 is herein called a "stock
option" and an "option".
Section 3.2 Purchase Price.
(a) General Rule. Except as otherwise provided in this Section 3.2,
the price at which each share may be purchased upon exercise of any option
granted under this Plan may not be less than the per share market value on
the Grant Date for such option.
<PAGE>
(b) Special Rule for New Employee. If any person shall become
employed by the Company or a subsidiary by reason of the acquisition by the
Company of the business by which such person was previously employed or if
the Company or any subsidiary shall hire a person who was previously
employed by an employer other than the Company or a subsidiary, then an SAR
and/or nonqualified option may be granted to such person having an
aggregate spread at the Grant Date not greater than the aggregate spread
(as reasonably determined by the Committee) on any options granted to such
person by such person's former employer which shall be cancelled or given
up by such person in connection with such acquisition or change of
employment. In connection with any SAR or nonqualified option granted
pursuant to the preceding sentence, the Committee shall have the power to
determine the number of shares subject to such SAR and/or nonqualified
option and to establish an exercise price which will result in an aggregate
spread on the Grant Date not greater than the aggregate spread permitted by
the preceding sentence. The "aggregate spread" on any particular option
shall be determined by multiplying the number of shares subject to the
option (including shares not yet vested or otherwise available for
purchase) times the amount by which the per share market value of the
shares subject to the option on the date as of which the aggregate spread
is being determined shall exceed the exercise price of such option.
Section 3.3 Option Terms. The Committee shall have the power to determine
the eligible employees to whom options shall be granted under this Plan, the
number of shares to be subject to each option, the number of options to be
awarded to each eligible employee and the time at which each option under this
Plan shall be granted. Except as otherwise expressly provided in this Plan, the
Committee shall also have the power to determine, at the time of the grant of
each option, all terms and conditions governing the rights and obligations of
the holder with respect to such option, including but not limited to: (i) the
exercise price per share or the method by which the exercise price per share
shall be determined (provided that the price shall not in any case be less than
the price permitted by Section 3.2); (ii) the length of the period during which
the option may be exercised and any vesting requirements or other limitations on
the number of shares purchasable with the option at any given time during such
period; (iii) the times at which the option may be exercised; (iv) any
conditions precedent to be satisfied before the option may be exercised; (v) any
restrictions on resale of any shares purchased upon exercise of the option; and
(vi) whether or not such option will constitute an incentive stock option under
Section 422 of the Internal Revenue Code (or any successor provision). The terms
"nonqualified option" and "NQO" when used in this Plan mean an option granted
under this Plan which is not an incentive stock option.
Section 3.4 ISO Requirements. No person may be granted incentive stock
options under this Plan in any year entitling such person to purchase a number
of shares greater than the maximum number permitted by Section 422 of the
Internal Revenue Code (or any successor provision). An option granted under this
Plan shall not be an incentive stock option unless the terms of the option
agreement evidencing such option shall explicitly state that it is intended to
be an incentive stock option.
Section 3.5 Automatic Grants. The Committee shall have the right to grant
any option under this Plan with a feature providing that if the original grantee
delivers shares to satisfy all or part of the exercise price upon exercise of
the option (the "exercised option"), the original grantee shall automatically be
granted a new option with a Grant Date on the exercise date of the
<PAGE>
exercised option entitling the option holder to purchase a number of shares
equal to the number of shares delivered in connection with the exercise of the
exercised option at a purchase price equal to the per share market value on the
exercise date of the exercised option and having such other terms and conditions
as the Committee shall specify in the agreement granting the exercised option at
the time the exercised option was granted.
PART 4. STOCK APPRECIATION RIGHTS
Section 4.1 Power to Grant Stock Appreciation Rights. The Committee shall
have the right and the power to grant to the holder of any stock option granted
under this Plan (the "tandem option") a right to elect to receive an amount
equal to the spread on that option (determined as of the time of the exercise of
such right) times the number of eligible shares chosen by the option holder at
the time of exercise and/or a right to receive the Per Share Change of Control
Value for the shares subject to the tandem option (determined as prescribed in
Section 4.5) in the event a Change of Control shall occur (determined as
prescribed in Section 4.7). Each right granted pursuant to this Part 4 shall be
deemed a "Stock Appreciation Right" or "SAR". The Committee shall have the right
in connection with the grant of any SAR under this Plan to impose such
conditions and limitations on its exercise as the Committee shall choose. Unless
the Committee or this Plan shall otherwise specify, each SAR shall be subject to
all conditions on exercise imposed with respect to the tandem option. The term
"eligible shares" as applied with respect to any particular SAR at any
particular time shall mean the shares subject to the related tandem option which
the option holder is entitled to purchase at the particular time and with
respect to which the related SAR is exercisable at the particular time under
such terms and conditions as the Committee may have specified at the time of the
grant of the related SAR.
Section 4.2 Tandem Requirement. The exercise of any SAR granted under
this Plan shall reduce the number of eligible shares which shall be available
for purchase under the tandem option by the number of shares for which the SAR
shall be exercised. Conversely, the exercise of any option shall reduce the
number of shares for which any SAR granted in connection with such option (the
"tandem SAR") may be exercised by the number of shares for which the option
shall be exercised.
Section 4.3 Time of Grant. An SAR may be granted simultaneously with the
grant of the stock option with which it is associated or may be granted at any
time after the grant of such option. In no event may an SAR be exercised after
the tandem option with which it is associated ceases to be exercisable.
Section 4.4 Limited Stock Appreciation Rights. Without limiting the
generality of the preceding provisions, the Committee shall have the authority
to grant any SAR with the following characteristic:
(a) the SAR shall automatically be converted into cash in the amount
of the Change of Control Value (determined as prescribed in Section 4.5) on
the date (the "Auto Exercise Date") which shall occur on the later of (i)
the date of the Change of Control or (ii) six months and one day after the
Grant Date of the SAR;
<PAGE>
(b) the related tandem stock option shall be terminated immediately
after such conversion; and
(c) the SAR shall not be exercisable except as provided in clause
(a).
An SAR with all three characteristics specified in the preceding sentence shall
be deemed to be a "Limited Stock Appreciation Right" or "LSAR". Any agreement
under this Plan which grants a Limited Stock Appreciation Right shall be
understood to grant a right having the three characteristics specified in the
first sentence in this Section 4.4. Unless the Committee shall prescribe a
different result, at the time any eligible employee becomes subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 with respect to
the Company's Common Stock, such eligible employee shall automatically be
granted at that time an LSAR for every stock option then held by such person
under this Plan which shall not previously have had a tandem LSAR associated
with it.
Section 4.5 Change of Control Value. The Company shall pay the holder of
any LSAR within three days after the Auto Exercise Date cash in the amount of
the Change of Control Value of that LSAR calculated as of the Auto Exercise Date
in accordance with this Section 4.5. The Change of Control Value of any
particular LSAR shall be an amount determined by multiplying (i) the Change of
Control Spread (determined as provided in the next sentence as of the Auto
Exercise Date) times (ii) the number of shares subject to the related tandem
option on the particular date (before giving effect to the termination of that
stock option pursuant to clause (b) in Section 4.4) including shares not yet
then vested or which (absent this provision) would not be available for purchase
under the tandem option on the particular date. The Change of Control Spread on
any particular date shall be equal to the greater of zero or the remainder
derived by subtracting (i) the exercise price of the tandem stock option with
respect to which such SAR was issued from (ii) the Per Share Change of Control
Value on the Auto Exercise Date (determined as provided in the next sentence).
"Per Share Change of Control Value" as used in this Plan or an agreement made
pursuant to this Plan means the highest per share market value during the period
beginning on the 180th day before the particular date as of which Per Share
Change of Control Value shall be determined and ending on the day preceding that
particular date or, if greater, the highest price per share of Common Stock paid
in connection with the Change of Control.
Section 4.6 Permitted SAR Terms. The Committee is authorized to grant any
Stock Appreciation Right (i) which entitles the holder to receive the Change of
Control Spread upon exercise of the SAR (subject to such terms and conditions as
the Committee may prescribe under the terms of grant), (ii) which is not subject
to the limitation prescribed in clause (c) of Section 4.4, and (iii) which shall
have such other terms and conditions not prohibited by this Plan which the
Committee shall elect to prescribe at the time of the grant of such SAR.
Section 4.7 Definition of Change of Control. When used in this Plan or an
agreement granting an option under this Plan, the term "Change of Control" shall
mean any of the following with respect to the Company:
(i) any person or group (other than a subsidiary corporation as
defined in Section 425(f) of the Code with the Company being treated as the
employer corporation for purposes of determining subsidiary status or any
employee benefit plan (or any related trust) of the Company or such a
subsidiary) becomes the beneficial owner of 20% or more
<PAGE>
of either the then outstanding Common Stock or the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors, except that (A) no such person or
group shall be deemed to own beneficially any securities acquired directly
from the Company pursuant to a written agreement with the Company unless
such person or group subsequently becomes the beneficial owner of
additional Common Stock or voting securities of the Company other than
pursuant to a written agreement with the Company and (B) no Change of
Control shall be deemed to have occurred solely by reason of any such
acquisition by a corporation with respect to which, after such acquisition,
more than 60% of both the then outstanding common shares of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election
of directors are then beneficially owned, directly or indirectly, by the
persons who were the beneficial owners of the Common Stock and voting
securities of the Company immediately before such acquisition in
substantially the same proportion as their ownership, immediately before
such acquisition, of the then outstanding Common Stock and the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors, as the case may
be;
(ii) individuals, who, as of January 1, 1993, constitute the Board of
Directors (the "Incumbent Directors") cease for any reason to constitute at
least a majority of the Board of Directors; provided that any individual
who becomes a director after January 1, 1993 whose election, or nomination
for election by the Company's stockholders, was approved by a vote or
written consent of at least two-thirds of the directors then comprising the
Incumbent Directors shall be considered as though such individual were an
Incumbent Director, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of
the Company (as such terms are used in Rule 14a-11 under the Securities
Exchange Act of 1934, as amended); or
(iii) approval by the stockholders of the Company of (A) a merger,
reorganization or consolidation with respect to which the individuals and
entities who were the respective beneficial owners of the Common Stock and
voting securities of the Company immediately before such merger,
reorganization or consolidation do not, immediately after such merger,
reorganization or consolidation, beneficially own, directly or indirectly,
more than 60% of respectively, the then outstanding common shares and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the corporation resulting
from such merger, reorganization or consolidation, (B) a liquidation or
dissolution of the Company or (C) the sale or other disposition of all or
substantially all of the assets of the Company.
PART 5. TERMS APPLICABLE TO ALL OPTIONS AND SARS GRANTED UNDER THIS PLAN.
Section 5.1 Common Terms. Unless the context of this Plan clearly
otherwise requires, the requirements applicable to any stock option granted
under this Plan shall also apply to any tandem SAR granted with respect to that
option.
<PAGE>
Section 5.2 Option Agreement. No person shall have any rights under any
SAR and/or option granted under this Plan unless and until the Company and the
person to whom such SAR and/or option shall have been granted shall have
executed and delivered an agreement expressly granting the SAR and/or option to
such person and containing provisions setting forth the terms of the SAR and/or
option.
Section 5.3 Grant Date. An SAR or option shall be deemed to have been
granted under this Plan on the date (herein called the "Grant Date") designated
by the Committee (either specifically or by means of a mechanism for determining
such date) at the time it shall approve such SAR or option, provided that the
Committee may not designate a Grant Date with respect to any option which shall
be earlier than the date on which the granting of such option shall have been
approved by the Committee and may not designate a Grant Date for any SAR which
is earlier than the Grant Date of the relevant tandem option.
Section 5.4 Ten Year Maximum Term. No option or SAR granted under this
Plan may be exercised on or after the tenth anniversary of its Grant Date. No
SAR granted under this Plan may be exercised after the termination date for the
related tandem option with respect to which the SAR was granted.
Section 5.5 Modification of Option After Grant. Each option and SAR
granted under this Plan may be modified after the date of its grant by express
agreement between the Company and its holder provided that any such change (i)
shall not be inconsistent with the terms of this Plan and (ii) shall be approved
by the Committee.
Section 5.6 Limitations on Transfer. No option or SAR granted under this
Plan shall be transferable otherwise than by will or the laws of descent and
distribution, and any option or SAR granted under this Plan may be exercised
during the lifetime of the person to whom the option shall initially have been
granted only by the original grantee.
Section 5.7 Taxes. The Company shall be entitled, if the Committee deems
it necessary or desirable, to withhold (or secure payment from the option holder
in lieu of withholding) the amount of any withholding or other tax due from the
Company with respect to any amount payable and/or shares issuable under any
option or SAR granted under this Plan, and the Company may defer such payment or
issuance unless indemnified to its satisfaction against any liability for any
such tax.
Section 5.8 No Right to Employment Conferred. Nothing in this Plan or (in
the absence of any express provision to the contrary) in any option or SAR
granted pursuant to this Plan, shall confer on any person any rights to continue
in the employment of the Company or any subsidiary or interfere in any way with
the right of the Company or any subsidiary to terminate such person's employment
at any time.
PART 6. EXERCISE PROCEDURES
Section 6.l Exercise Notice. Each option and SAR granted under this Plan
shall be deemed exercised on the date (the "exercise date") the Company's
Secretary (or other person designated by the Company's Chief Financial Officer)
shall receive written notice of such exercise
<PAGE>
signed by the option holder and in a form reasonably satisfactory to the
Committee or shall receive other notice of exercise satisfactory to the
Committee. An option holder shall not have any rights with respect to shares
issuable under any option granted under this Plan by reason of such option until
the exercise of that option with respect to those shares.
Section 6.2 Payment of Exercise Price. The exercise price of shares
purchased upon the exercise of an option granted under this Plan shall be paid
in full in cash by the option holder at the time of the delivery of such shares
provided that the Committee (or any person or persons to whom the Committee
shall delegate the authority) may (but need not) permit payment to be made by
delivery to the Company of either (i) shares, or (ii) any combination of cash
and shares permitted by the Committee (or any such person or persons). In the
event any shares shall be transferred to the Company to satisfy all or any part
of the exercise price, the part of the exercise price deemed to have been
satisfied by such transfer of shares shall be equal to the product derived by
multiplying the per share market value as of the date of exercise times the
number of shares transferred. Unless the Board shall otherwise determine, any
shares transferred to the Company as payment of all or part of the purchase
price upon the exercise of any option granted under this Plan shall be utilized
as soon as possible to supply the shares deliverable by reason of the subsequent
exercise of options under this Plan.
PART 7. OPTION TERM AND VESTING
Section 7.l Normal Option Term. Except as otherwise provided in this Plan
or the agreement evidencing any SAR and/or option granted under this Plan, the
right to exercise any option or SAR granted under this Plan shall terminate at
whichever of the following times shall earlier occur: (i) three months after the
employment termination date of the original grantee or (ii) the specified
expiration date of the option or SAR.
Section 7.2 Extension of Exercise Time. The Committee in its sole
discretion shall have the right (but shall not in any case be obligated) to
permit any option or SAR granted under this Plan to be exercised more than three
months after the employment termination date of the original grantee or after
the specified expiration date specified in the agreement granting such option or
SAR, provided that the Committee shall not have the right to permit exercise of
any option or SAR on or after the tenth anniversary of its Grant Date or to
permit exercise of an SAR after the termination date of the related tandem
option.
Section 7.3 Normal Rule: No Vesting After Employment Termination Date.
After an original grantee's employment termination date, the number of shares
for which any option or SAR may be exercised shall not increase (pursuant to
vesting or other provisions in such option or SAR) but rather shall be limited
to the number of shares for such option or SAR could have been exercised
immediately prior to the employment termination date provided that: (i) the
Committee shall have the right to waive this restriction in whole or in part
either at the time such option or SAR is granted or at any later time and (ii)
this restriction shall not apply when a different result is prescribed by
Section 7.4, Section 7.5 or Part 9.
Section 7.4 Acceleration of Vesting.
<PAGE>
(a) Discretionary Acceleration. The Committee in its sole discretion
shall have the right (but shall not in any case be obligated)(i) to permit
purchase of shares under any option prior to the time such shares shall be
purchasable under the terms of the agreement granting such option, and/or
(ii) to permit exercise of an SAR prior to the time such SAR shall be
exercisable under the terms of the agreement granting such SAR.
(b) Automatic Acceleration Upon Change of Control. Upon the
occurrence of a Change of Control, every option and SAR outstanding under
the Plan at the time of the occurrence of such Change of Control shall be
accelerated and may thereafter be exercised with respect to all shares
subject to such option or SAR.
Section 7.5 Retirement, Disability and Death.
(a) Special Definitions
Career Termination - If an individual's employment with the Company
and its subsidiaries terminates because of the individual's retirement
(as defined in this Section 7.5(a)), Qualified Disability (as defined
in this Section 7.5(a)), or death, then such termination shall be
deemed a "Career Termination" and the individual shall be deemed a
"Career Participant."
Post-Career Benefits - The term "Post-Career Benefits" as applied with
respect to any particular option means the rights under that option
which exist solely because of rights arising under this Section 7.5.
Post-Career Option - Every option or SAR held by a Career Participant
in the capacity of original grantee which has a termination date after
the Career Participant's Career Termination shall be deemed a "Post-
Career Option" for purposes of this Plan.
Qualified Disability - The term "Qualified Disability" means an
injury, disease or disability which the committee shall determine (i)
to be the primary cause of the termination of employment of the
original grantee of any SAR and/or option and (ii) should entitle the
holder of the SAR and/or option to the Post-Career Benefits.
Retirement - An individual shall be deemed to retire on the date he or
she ceases to be employed by the Company or any of its subsidiaries if
on that date the individual is at least 55 years of age and has been
employed by the Company and/or its subsidiaries for at least five
years and if the cessation of employment is not caused by death or a
Qualified Disability.
(b) Vesting Adjustments. Except as otherwise provided in Section
7.5(d), during the period between the Career Termination of the original
grantee of any Post-Career Option and the termination date of that option,
any shares subject to that option which shall not have been vested at the
Career Termination shall vest at the time(s) and in the numbers they would
have vested if the original grantee's employment termination date had not
occurred.
<PAGE>
(c) Termination Date Extension. Except as otherwise provided in
Section 7.5(d) or Section 7.6, the termination date for each Post-Career
Option held by any Career Participant in the capacity of original grantee
will be the earlier of (i) the fifth anniversary of his or her Career
Termination or (ii) the specified expiration date of that option.
(d) Exceptions.
(1) Death. Except as may otherwise be provided pursuant to
Section 7.5(d)(2):
(A) In the event a Career Participant dies, then (except as
provided in the next two sentences), the termination date for any
Post Career option granted to the decedent in the capacity of
original grantee shall be the later of (i) the termination date
otherwise established under or pursuant to this Plan or (ii) the
first anniversary of the death. The preceding sentence shall not
be effective to extend the termination date for any option or SAR
for which the termination date shall have occurred prior to the
death. If the effect of the first sentence of this paragraph (A)
would be to extend the termination date of any option or SAR
beyond the day prior to the tenth anniversary of the granting
date of the option (or the relevant tandem option), then the
termination date shall be the day prior to such tenth
anniversary.
(B) In the event a Career Termination is caused by death,
then all vesting restrictions in each of the Post-Career Options
held by the decedent in the capacity of original grantee shall
cease to apply upon the decedent's death and the holder of that
Option shall be entitled to exercise that Option with respect to
any or all of the shares subject to that Option at any time from
the Career Termination until the termination date of that option.
(2) Modification on Grant. The Committee shall have the right
at the time of grant of any option or SAR to omit Post-Career Benefits
from that option or SAR altogether or to provide benefits with respect
to that option or SAR which are different from those prescribed in
this Section 7.5. The Post-Career Benefits prescribed in this Section
7.5 shall apply only to the extent they do not conflict with the
express terms specified at the time of the grant of any option or SAR
(including terms contained in the agreement evidencing that option or
SAR).
(3) Modification Immediately After Retirement. The Committee in
its sole discretion shall have the right to determine that the holder
of any particular Post-Career Option should not be entitled after
retirement of the relevant original grantee to Post Career Benefits
under that option, provided that (i) such right may only be exercised
if the Committee elects to exercise such right and notifies the option
holder of such exercise within three months after the original
grantee's retirement and (ii) such right may be exercised only if the
relevant Career Termination is caused by retirement and may not be
exercised if the relevant Career Termination is caused by death. If
the Committee shall exercise this right, then (i) the termination date
of the particular Post-Career Option shall be three
<PAGE>
months after the Committee gives the option holder notice of its
determination (or such later date as the Committee shall adopt as part
of its determination) and (ii) the option holder shall not have the
right to exercise the option for any shares which were not vested
under the option immediately prior to the original grantee's
retirement.
Section 7.6 Noncompete Limitations. If the Committee shall determine that
the original grantee or the holder of any particular SAR and/or option has
competed with the Company or any of its subsidiaries or has engaged in activity
which the Committee determines to be detrimental to the best interests or
reputation of the Company or any of its subsidiaries, then the Committee shall
have the right to set the termination date of the SAR and/or option for such
date as the Committee in its sole discretion deems appropriate (including a date
prior to the time of such determination) provided that such right may not be
exercised (i) to render any exercise of any option or SAR ineffective (or
otherwise diminish the rights of the option holder with respect to that
exercise) after the Company shall have issued the shares and/or other
consideration issuable by reason of such exercise or (ii) after any Change in
Control. The Committee shall have the sole discretion to make any determination
under this Section 7.6 and any such determination shall be binding upon all
persons concerned.
PART 8. SHARES SUBJECT TO THIS PLAN
Section 8.l Basic Rule. Except as otherwise provided in Part 9, the
options and SARs granted under this Plan shall be limited so that at any
particular time, the result of the following shall never exceed 5,250,000
shares:
(i) all shares which shall have been purchased at or prior to the
particular time upon the exercise of options at any time granted under this
Plan, plus
(ii) all shares for which payment shall be made at or prior to the
particular time by reason of exercise of SARs at any time granted under
this Plan, plus
(iii) all shares which may be purchased after the particular time
under options granted under this Plan outstanding at the particular time,
minus
(iv) the number of shares which shall have been delivered to the
Company at or prior to the particular time to pay the exercise price of
options exercised at or prior to the particular time (and all shares cited
in this clause (iv) are called "payment shares").
In the event any Option or SAR at any time granted under this Plan shall
terminate before it shall have been fully exercised, then all shares formerly
subject to such option and the tandem SAR (if any) as to which neither the
option nor the Tandem SAR (if any) shall be exercised shall be available for any
SAR and/or option subsequently granted in accordance with the provisions of this
Plan. The shares sold by the Company under this Plan may be either unissued
shares or treasury shares.
Section 8.2 Limitations on Payment Shares. Payment shares shall not be
used for any option (a "Section 16 option") granted to a person who on the Grant
Date is subject to the
<PAGE>
reporting requirements imposed by Section 16 of the Securities Exchange Act of
1934. Unless the Committee expressly prescribes a different result, payment
shares received by the Company under this Plan shall be deemed to be used for
the first options granted under this Plan after receipt of those payment shares
which are not Section 16 options.
PART 9. ADJUSTMENTS TO REFLECT CAPITAL CHANGES
Section 9.1 Stock Splits. The number of shares subject to outstanding
options and SARs, the number of shares which subsequently become available for
purchase under any vesting provisions in options or SARs outstanding under this
Plan, the exercise price for which shares may be purchased upon the exercise of
outstanding options, the exercise price for shares covered by outstanding SARs
and the number of shares available for options and SARs subsequently granted
under this Plan shall be appropriately adjusted to reflect any stock dividend,
stock split, or other action determined by the Committee to be similar to any of
the actions expressly indicated in this sentence in its substantive effect upon
this Plan or the options or SARs granted under this Plan.
Section 9.2 Changes in Capitalization. In the event of any
reorganization, recapitalization, reclassification, merger, consolidation or
sale of all or substantially all of the Company's assets followed by liquidation
or other transaction which is effected in such a way that holders of Common
Stock are entitled to receive securities or other assets with respect to or in
exchange for Common Stock (a "Capital Change"), the Committee shall make
appropriate changes to assure that each outstanding option thereafter represents
the right to acquire, in lieu of or in addition to the shares of Common Stock
subject to such option, such securities or assets which the holder of such
option would have received if all shares subject to such option had been owned
by such holder at the record date for such Capital Change by reason of such
ownership. In connection with a Capital Change, the Committee shall make such
changes in each SAR as the Committee determines appropriate to reflect such
Capital Change. The Board of Directors shall have the right to make such changes
in the kind of securities or other property available for options and SARs
granted under this Plan as the Board deems appropriate to reflect such Capital
Change. Unless the Committee shall otherwise determine, a cash distribution on
the Company's Common Stock shall not constitute a Capital Change for purposes of
this Plan.
Section 9.3 Final Determinations. The determination of the Committee or
the Board as to the nature of the adjustment to be made in response to any event
contemplated by this Part 9 shall be binding upon all persons concerned.
PART 10. AMENDMENT AND TERMINATION OF THIS PLAN
Section 10.1 Amendment. Except as provided in this Section, the Board
shall have complete power and authority to amend this Plan at any time and no
approval by the Company's shareholders or by any other person, committee or
other entity of any kind shall be required to make any amendment approved by the
Board of Directors effective. The Board shall not, however, do any of the
following without the affirmative approval of the Company's shareholders: (i)
increase the maximum number of shares available for options and SARs granted
under this Plan except as provided in Part 9; or (ii) lower the minimum exercise
price permitted by this Plan
<PAGE>
for any option or SAR granted under this Plan except as provided in Part 9. No
termination or amendment of this Plan may, without the consent of the individual
to whom any SAR and/or option shall theretofore have been granted under this
Plan, adversely affect the rights of such individual under such SAR and/or
option.
Section 10.2 Termination. The Board of Directors shall have the right and
the power to terminate this Plan at any time. If this Plan is not earlier
terminated, this Plan shall terminate on December 31, 2002. No options shall be
granted under this Plan after termination of this Plan, but the termination of
this Plan shall not have any other effect and any option or SAR outstanding at
the time of the termination of this Plan may be exercised after termination of
this Plan at any time prior to the termination date of such option or SAR to the
same extent such option or SAR would have been exercisable had this Plan not
terminated.
PART 11. ADMINISTRATION OF THE PLAN
Section 11.1 Committee's Powers. This Plan shall be administered by a
committee (herein called the "Committee") designated by the Company's Board of
Directors in accordance with the provisions of Section 11.2. The Committee shall
have full power and authority to prescribe, amend and rescind rules and
procedures governing administration of this Plan. Each action of the Committee
which shall be within the scope of the authority delegated to the Committee by
this Plan or by the Company's Board of Directors shall be binding on all
persons.
Section 11.2 Committee Membership. The Board shall have the power to
appoint and remove members of the Committee provided that each member shall be a
director of the Company who is disinterested for purposes of Rule 16b-3 as
issued under the Securities Exchange Act of 1934. A person's membership on the
Committee shall automatically cease when such person ceases to be a director of
the Company or ceases to be disinterested. At any time at which no special
Committee shall have been constituted by the Board especially for the purposes
of this Plan, all disinterested members of the Compensation Committee
established pursuant to the Company's By-Laws shall have all powers and rights
delegated to the "Committee" under this Plan.
Section 11.3 Committee Action. Unless the Board or the Committee shall
expressly decide to the contrary, a majority of the members of the Committee
shall constitute a quorum and any action taken by a majority of the Committee
members at a meeting at which a quorum is present shall be deemed an act of the
Committee. No member of the Committee shall be liable for any action or omission
relating to his or her service on the Committee.
PART 12. INTERPRETATION OF THIS PLAN
Section 12.1 Definitions. Each term defined in this Section 12.1 has the
meaning indicated in this Section 12.1 whenever such term is used in this Plan.
Board - The term "Board of Directors" and the term "Board" each means
the Board of Directors of the Company as constituted at the time as of
which such term shall be applied.
<PAGE>
Committee - The term "Committee" has the meaning such term is given in
Section 11.1 of this Plan.
Company - The term "Company" means Safety-Kleen Corp.
employment termination date - The term "employment termination date"
as applied to the original grantee of any SAR and/or option granted under
this Plan means the first date on which such original grantee shall not be
employed by either the Company or any subsidiary for any reason (including
but not limited to voluntary termination of employment, involuntary
termination of employment, retirement, disability or death). The Committee
may specify in the original terms of any SAR and/or option granted under
this Plan, or if not so specified, shall determine whether an authorized
leave of absence or absence on military or government service or absence
for any other reason shall constitute a termination of employment for the
purposes of this Plan.
exercise price - The term "exercise price" as applied to any option
granted under this Plan means the price per share at which shares may be
purchased upon exercise of such option established as prescribed in this
Plan.
Grant Date - The term "Grant Date" has the meaning given such term in
Section 5.3 of this Plan.
Incentive Stock Option or "ISO" - Each of these terms means an option
which qualifies as an incentive stock option under the provisions of
Section 422 of the Internal Revenue Code or any successor provision.
nonqualified option or "NQO" - Each of these terms has the meaning it
is given in Section 3.3.
option - Each of the terms "option" and "stock option" has the meaning
such term is given in Section 3.1 of this Plan.
original grantee - The term "original grantee" as applied with respect
to any SAR or option means the person to whom that SAR or option was
originally granted.
per share market value - The term "per share market value" on any
given date shall be the fair market value of one share on the given date
determined in such manner as shall be prescribed by the Committee, provided
that in the absence of any specific instructions from the Committee to the
contrary, the "per share market value" on any given date shall be equal to
the last per share sales price reported for the shares for the given date
in The Wall Street Journal (if sales for the shares shall be reported for
the given date in The Wall Street Journal) or (if no sales of the shares
shall be reported for the given date in The Wall Street Journal) for the
first date prior to the given date for which sales of the shares shall be
reported in The Wall Street Journal.
Rule 16b-3 - The term "Rule 16b-3" has the meaning such term is given
in Section 11.2 of this Plan.
<PAGE>
SAR - the term "SAR" has the meaning such term is given in Section 4.1
of this Plan.
share - The term "share" when used in relationship to the Company
means a share of the Company's Common Stock.
shareholder - The term "shareholder" when used in relationship to the
Company means a person who owns shares.
specified expiration date - The term "specified expiration date" as
applied to any option granted under this Plan means the date specified in
the agreement between the Company and the original grantee as the
expiration date of that option. If no expiration date shall be specified
in the option agreement relating to any option, then the specified
expiration date of that option shall be the day prior to the tenth
anniversary of the Grant Date of that option. Unless otherwise expressly
indicated in the agreement granting any SAR under this Plan, the specified
expiration date of the SAR shall be the same as the specified expiration
date of the related tandem option.
spread - The "spread" on any option on any particular date shall be
the remainder derived by subtracting the exercise price of the option from
the per share market value on the particular date. The "spread" on any SAR
shall be equal to the spread on the related tandem option.
subsidiary - Any entity shall be deemed to be a "subsidiary" if either
(i) securities issued by such entity entitling the owner thereof to elect a
majority of the entity's board of directors (or other governing body) are
owned and controlled directly or indirectly by the Company or (ii) the
Company owns directly or indirectly an equity interest in such entity and
the Committee specifically designates such entity as a "subsidiary" for
purposes of this Plan.
termination date - The "termination date" for any option or SAR shall
be the date after which that option or SAR may not be exercised as
specified in this Plan or established pursuant to this Plan.
vesting - An option or SAR shall be deemed to "vest" with respect to
any particular shares subject to that option or SAR when all restrictions
on the holder's rights to exercise the option or SAR with respect to those
shares shall have ceased to apply (other than the restriction against
exercising the option or SAR after its termination date).
Section 12.2 No Strict Construction. No rule of strict construction shall
be applied against the Company, the Committee, or any other person in the
interpretation of any of the terms of this Plan, any option or SAR granted under
this Plan or any rule or procedure established by the Committee.
Section 12.3 Plan Provisions Control Option Terms. In the event any
provision of any option or SAR granted under this Plan shall conflict with any
term in this Plan as constituted on the Grant Date of such option or SAR, the
term in this Plan as constituted on the Grant Date of
<PAGE>
such option or SAR shall control. Except as provided in Part 9, the terms of any
option or SAR granted under this Plan may not be changed after the Grant Date of
such option without the express approval of the holder of such option or SAR.
Section 12.4 Committee's Interpretations Conclusive. The Committee shall
have full power and authority to interpret the terms of this Plan, the terms of
any option or SAR granted under this Plan, and the rules and procedures
established by the Committee. Any determination made by the Committee as to the
meaning of or requirements imposed by or rights of any persons under this Plan,
any option or SAR granted under this Plan, or any rule or procedure established
by the Committee shall be binding upon all persons concerned.
PART 13. MISCELLANEOUS
Section 13.1 Title. The Plan described herein shall be known as the
"Safety-Kleen 1993 Stock Option Plan" and is referred to herein as this "Plan".
Section 13.2 Effective Date. This Plan was approved by the affirmative
votes of the record holders of a majority of the shares of Common Stock present,
or represented, and entitled to vote at the annual meeting of the Company's
shareholders held on May 14, 1993 and became effective on that date. The Board
adopted an amendment to the Plan on November 12, 1993. This version of the Plan
incorporates that amendment.
Section 13.3 Expenses of the Plan. The Company shall pay all expenses
incurred to administer the Plan.
Section 13.4 Choice of Law. Every option and SAR at any time granted
under this Plan shall be deemed to be a contract made under the laws of the
State of Illinois. For all purposes, both this Plan and every option and SAR
granted under this Plan shall be construed in accordance with and governed by
the laws of the State of Illinois.
93plan
<PAGE>
EXHIBIT 4.4
OPTION AGREEMENT
FOR AN OPTION GRANTED UNDER
THE SAFETY-KLEEN 1993 STOCK OPTION PLAN
1. BASIC TERMS. The Company grants to (the "original grantee") a stock
option (the "Stock Option") under its 1993 Option Plan having the following
basic terms:
Number of Shares Originally Subject to this Option: shares
Exercise Price: per share
Grant Date:
Specified Expiration Date:
2. VESTING. The Stock Option is subject to vesting restrictions such
that (except as otherwise permitted in or pursuant to the 1993 Option Plan): no
shares may be purchased prior to the first anniversary of the Grant Date; not
more than 25% of the shares subject to the Option may be purchased prior to the
second anniversary of the Grant Date; not more than 50% of the shares subject to
the Option may be purchased prior to the third anniversary of the Grant Date;
and not more than 75% of the shares subject to the Option may be purchased prior
to the fourth anniversary of the Grant Date. All shares subject to the Stock
Option shall be fully vested on and after the fourth anniversary of the Grant
Date, and accordingly, this paragraph 2 does not impose any limit on the number
of shares subject to the Stock Option which may be purchased on or after the
fourth anniversary of the Grant Date.
3. INCORPORATION OF PLAN TERMS. The Stock Option evidenced by this
Agreement has been granted under the Safety-Kleen 1993 Stock Option Plan as
amended and restated as of February 2, 1996 (and the term "1993 Option Plan" as
used in this Agreement means that Plan as so amended and restated). The terms
of the 1993 Option Plan are incorporated in this Agreement by reference and
shall govern and control the Stock Option evidenced by this Agreement. The
Stock Option evidenced by this Agreement is intended to be a nonqualified option
and does not constitute an incentive stock option. Every term which is given a
particular meaning in the 1993 Option Plan has the same meaning whenever it is
used in this Agreement as the meaning it is given in the Plan. No change in the
1993 Option Plan made after the granting date of the Stock Option shall inure to
the benefit of the original grantee of the Stock Option unless such amendment
shall expressly so provide. The original grantee acknowledges that the original
grantee has been provided with a copy of the 1993 Option Plan, understands that
provisions in the Plan limit the rights of the option holder, and has studied
the Plan sufficiently to understand all provisions of the Plan.
The Company and the original grantee have executed this agreement at the
place provided immediately below to evidence their intention to be bound by all
terms in this Agreement and in the 1993 Option Plan applicable to the Stock
Option evidenced by this Agreement.
<PAGE>
Safety-Kleen Corp.
By:
-----------------------------------
Original Grantee:
---------------------------------------
<PAGE>
OPTION AGREEMENT
FOR AN OPTION AND LSAR GRANTED UNDER
THE SAFETY-KLEEN 1993 STOCK OPTION PLAN
1. BASIC TERMS. The Company hereby grants to (the "original grantee") a
stock option (the "Stock Option") under its 1993 Option Plan having the
following basic terms:
Number of Shares Originally Subject to this Option: shares
Exercise Price: per share
Grant Date:
Specified Expiration Date:
The Committee hereby also grants to the original grantee a tandem Limited Stock
Appreciation Right having the same terms as prescribed immediately above for the
Stock Option and other terms and conditions prescribed by the 1993 Option Plan.
2. VESTING. The Stock Option is subject to the vesting restrictions such
that (except as otherwise permitted in or pursuant to the 1993 Option Plan): no
shares may be purchased prior to the first anniversary of the Grant Date; not
more than 25% of the shares subject to the Option may be purchased prior to the
second anniversary of the Grant Date; not more than 50% of the shares subject to
the Option may be purchased prior to the third anniversary of the Grant Date;
and not more than 75% of the shares subject to the Option may be purchased prior
to the fourth anniversary of the Grant Date. All shares subject to the Stock
Option shall be fully vested on and after the fourth anniversary of the Grant
Date, and accordingly, this paragraph 2 does not impose any limit on the number
of shares subject to the Stock Option which may be purchased on or after the
fourth anniversary of the Grant Date.
3. INCORPORATION OF PLAN TERMS. The Stock Option and Limited Stock
Appreciation Right evidenced by this Agreement have been granted under the
Safety-Kleen 1993 Stock Option Plan as amended and restated as of February 2,
1996 (and the term "1993 Option Plan" as used in this Agreement means that Plan
as so amended and restated). The terms of the 1993 Option Plan are incorporated
into this agreement by reference and shall govern and control the Stock Option
and LSAR evidenced by this Agreement. The Stock Option evidenced by this
Agreement is intended to be a non-qualified option and does not constitute an
incentive stock option. Every term which is given a particular meaning in the
1993 Option Plan has the same meaning whenever it is used in this Agreement as
the meaning it is given in the Plan. No change in the 1993 Option Plan made
after the granting date of the Stock Option shall inure to the benefit of the
original grantee of the Stock Option or the related LSAR unless such amendment
shall expressly so provide. The original grantee acknowledges that the original
grantee has been provided with a copy of the 1993 Option Plan, understands that
provisions in the Plan limit the rights of the option holder, and has studied
the Plan sufficiently to understand all provisions in the Plan.
<PAGE>
The Company and the original grantee have executed this Agreement at the
place provided immediately below to evidence their intention to be bound by all
terms in this Agreement and in the 1993 Option Plan applicable to the Stock
Option and LSAR evidenced by this Agreement.
Safety-Kleen Corp.
By
---------------------------
Original Grantee:
------------------------------
<PAGE>
EXHIBIT 5
[SAFETY-KLEEN LETTERHEAD]
June 12, 1996
Safety-Kleen Corp.
1000 North Randall Road
Elgin, Illinois 60123-7857
Re: Registration of 2,500,000 Shares of Safety-Kleen Corp. Common
Stock on Form S-8
-----------------
Ladies/Gentlemen:
I am a Senior Vice President and the General Counsel of Safety-Kleen Corp.,
a Wisconsin corporation (the "Company"). I have acted as counsel for the Company
in connection with the registration of 2,500,000 additional shares of common
stock, $.10 par value, of the Company (the "Common Stock"), issuable under its
1993 Stock Option Plan (the "Plan"). As counsel to the Company, I, or attorneys
under my supervision have examined, among other things, the registration
statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission with respect to such shares (the "Registration Statement"),
and have also examined the proceedings and other actions taken by the Company in
connection with the authorization and reservation of the Common Stock issuable
under the Plan.
Based upon the foregoing, and in reliance thereon, I am of the opinion that
the 2,500,000 shares of Common Stock registered under the Registration
Statement, when issued, delivered and paid for in the manner described in the
Plan, will be legally and validly issued, fully paid and non-assessable, except
as provided in Section 180.0622 of the Wisconsin Business Corporation Law, which
provides "[t]he shareholders of every corporation . . . are personally liable to
an amount equal to the par value of shares owned by them respectively . . . for
all debts owing to employees of the corporation for services performed for such
corporation, but not exceeding 6 months' service in any one case."
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HYMAN K. BIELSKY
Hyman K. Bielsky
Senior Vice President and
General Counsel
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 5, 1996 included or incorporated by reference in the Safety-Kleen Corp.
Form 10-K for the year ended December 30, 1995, and to all references to our
Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 12, 1996
