AGREEMENT
THIS AGREEMENT dated as of March 3, 2000, is made among SAFETY-KLEEN
CORP., a Delaware corporation (the "Company"), SAFETY-KLEEN SERVICES, INC., a
Delaware corporation ("Services"), SAFETY-KLEEN LTD. a New Brunswick
corporation, successor in interest to Laidlaw Environmental Services Ltd.
("Limited") and Kenneth W. Winger (the "Executive"), a resident of South
Carolina. Company, Services and Limited all have their principal place of
business in Columbia, South Carolina and are collectively referred to herein as
"Safety-Kleen"
WHEREAS, Executive entered into a written arrangement with Laidlaw Inc.
("Laidlaw") dated August 29, 1995 (the "Laidlaw Agreement") wherein Laidlaw
agreed, among other things to purchase the residence at 71 Reynolds Street,
Oakville, Ontario ("71 Reynolds") owned by Executive's wife, Lucille Ann Winger
("Lucille"); to allow Lucille the right but not the obligation to buy back 71
Reynolds for U.S. $444,000 during the term of the arrangement upon 30 days
written notice; and to relocate Executive from Columbia, South Carolina to
Ontario;
WHEREAS, in September 1995 and in accordance with the Laidlaw
Agreement, Laidlaw purchased 71 Reynolds from Lucille;
WHEREAS, in April 1997 Laidlaw sold 71 Reynolds to Limited, an
affiliate of Laidlaw;
WHEREAS, the parties hereto now desire to enter this agreement between
Safety-Kleen and the Executive in order to effectuate the intent of the parties
under the Laidlaw Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. 71 REYNOLDS. Lucille will have the right but not the obligation
to buy back 71 Reynolds for U.S. $444,000 cash at any time during the term of
this Agreement upon 30 days written notice (Buy Back Notice) to Safety-Kleen.
Such Buy Back Notice may provide for a period of up to 90 days from the
date of the Buy Back Notice to close the purchase.
Without the consent of Executive and Lucille, Safety-Kleen will not
sell 71 Reynolds during the term of this Agreement except to Lucille and/or her
designee(s) as provided above. Safety-Kleen will maintain 71 Reynolds in good
condition, and will pay all applicable property and like taxes and maintain
adequate property insurance and liability insurance so as to be able to sell 71
Reynolds back to Lucille in a condition similar to that at the time of purchase
by Limited and free and clear of any encumbrances.
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Safety-Kleen may, at its sole discretion, rent 71 Reynolds for single
family occupancy for individual lease terms not to exceed one year except as
mutually agreed with Executive and Lucille.
2. RELOCATION TO ONTARIO. Safety-Kleen agrees for a period of up to
twelve months after the termination of this Agreement to pay for the relocation
of Executive and Lucille and all of their personal effects to a location of
Executive's choice in Ontario within a 100 km radius of Burlington, Ontario
within the existing policies and practices of Safety-Kleen, including the buy
back for cash of Lucille's residence at 3410 Heatherwood Road, Columbia, SC
29205 based on the average of two bona fide then current appraisals.
3. TERMINATION. This Agreement may be terminated at any time by
written agreement of the Parties or operation of the provisions of any then
existing severance agreement between Safety-Kleen and Executive.
4. APPLICABILITY. This Agreement is in addition to and not in lieu of
any prior agreement among Company, Services and Executive which specifically
provides benefits upon a change in control of the Company or Services. Executive
agrees that upon performance of the obligations of this Agreement by
Safety-Kleen, Laidlaw shall have no further obligation to perform under
Paragraph 4 of the Laidlaw Agreement.
IN WITNESS WHEREOF, the Executive, Services, Limited and the Company
have executed this Agreement as of the date first above written.
/s/ Kenneth W. Winger
-----------------------------------
Kenneth W. Winger (the Executive)
SAFETY-KLEEN CORP.
By: /s/ Paul Humpreys
---------------------------------
Paul H. Humphreys
Senior Vice President of Finance and Chief
Financial Officer
SAFETY-KLEEN SERVICES, INC.
By: /s Paul Humpreys
---------------------------------
Paul H. Humphreys
Senior Vice President of Finance and Chief
Financial Officer
SAFETY-KLEEN LTD.
By: /s/ Paul Humpreys
---------------------------------
Paul H. Humphreys
Senior Vice President of Finance and Chief
Financial Officer
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