Exhibit 5
AGGREGATED OPTION EXERCISES IN FISCAL 1994
AND FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to the
named Executive Officers of Earth Technology concerning the exercise of
stock options during the 1994 fiscal year and unexercised options held as
of the end of the fiscal year.
Number of Unexercised Value of In-the-Money
Options at 8/2/94 Options (1)
----------------------------------------------------------
Shares
Acquired
on Value Exercis- Not Not
Name Exercise Realized able Exercis- Exercis- Exercisable
able ($) able ($) ($)
- --------------------------------------------------------------------------------------------------------------------
Daniel C. Creel -0- -0- 15,000 43,000 67,500 22,500
Richard R. Pannell -0- -0- 15,000 30,000 67,500 22,500
Creighton K. Early -0- -0- 19,000 31,000 79,500 25,900
Robert A. Colonna 12,000 75,000 3,000 8,000 13,500 22,500
(1) Based upon the closing price of Earth Technology's Common Stock on August 26, 1994 of $8.00.
Compensation of Directors
Each director who is not an employee of Earth Technology
receives stock options in lieu of 100% of fees. The number of options
granted each quarter to any eligible director is equal to the
quarterly director fee of $3,750 divided by 75% of the fair market
value of Earth Technology Common Stock as of the last day of each
fiscal quarter. The option price for these grants is equal to 25% of
the fair market value of the Earth Technology Common Stock as of the
last day of Earth Technology's fiscal quarter. Options are granted
quarterly on the last day of Earth Technology's fiscal quarter.
Options become exercisable on the first day of the calendar
year following the date of grant, provided that any options will
become immediately exercisable upon the termination of the service of
the director holding the option. Options terminate upon the
expiration of ten years from the date of grant but are not otherwise
subject to forfeiture.
Employment Agreements
Each named officer of Earth Technology, except Dr. Holbrook,
has a written employment agreement with Earth Technology. Diane C.
Creel, Richard R. Pannell and Creighton K. Early have employment
agreements with an indefinite term. Earth Technology may terminate
such agreements upon twelve months written notice: the employee may
terminate upon 30 days written notice. Further, the agreements
provide that Mrs. Creel shall hold the position of Chief Executive
Officer, at a minimum annual salary of $195,000, Mr.
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Pannell shall hold the position of President - Consulting Operations
at a minimum annual salary of $164,000, and Mr. Early shall hold the
position of Chief Financial Officer at a minimum annual salary of
$140,000. The guaranteed minimum salaries are automatically revised
upward upon the granting of a salary increase by the Board of
Directors. The employment agreement with Mr. Colonna also has an
indefinite term. Either party to the agreement must give twelve
months written notice to terminate. The agreement with Mr. Colonna
provides that he shall hold the position of Senior Vice President with
a guaranteed minimum annual salary of $140,000.
Earth Technology and Ms. Creel have entered into an
amendment to Ms. Creel's employment contract, which became effective
upon the consummation of the May 1994 merger with Summit. Under the
terms of the amendment, the term of Ms. Creel's employment was
extended until December 31, 1998, with an automatic one year extension
commencing on that date and each subsequent December 31st, unless
Earth Technology or Ms. Creel gives twelve months notice of non-
extension prior to an extension date. If Ms. Creel's employment is
terminated by Earth Technology "without cause" or by Ms. Creel for
"good reason" (each as defined in the employment agreement), Ms. Creel
will continue to receive the annual salary and bonus otherwise payable
to her under her employment agreement as if Ms. Creel continued to be
employed for the longer of (i) the remaining term of the employment
agreement or (ii) 18 months. Ms. Creel will also be entitled to the
continuation of fringe benefits for the remainder of her employment
term.
Ms. Creel and Messrs. Pannell and Early are entitled to
certain severance benefits in the event Earth Technology either
terminates their employment without proper cause and notice or
materially breaches the terms of their agreements. These benefits
include lump sum payment of 12 months' salary (18 months' in the case
of an intentional material breach), accumulated pro rata bonus and
continuation of certain benefits for 12 months. With regard to Mr.
Colonna, if Earth Technology merges or consolidates with, or transfers
substantially all of its assets to another corporation, and if his
employment agreement is not assigned to the successor corporation,
then he will be entitled to a lump sum payment of 12 months' salary
and continuation of certain benefits.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is composed of Richard J.
Heckmann, Chairman; James E. Clark; and Charles D. Applequist. No
member of the Compensation Committee is a former or current officer or
employee of the Earth Technology. At the Effective Time, Mr. Ward W.
Johnson will be appointed to the Compensation Committee. His
appointment is a condition to HazWaste's obligations under the Merger
Agreement.
Board Report on Executive Compensation
The Compensation Committee of the Earth Technology Board of
Directors, which is comprised entirely of independent outside
directors, is responsible for reviewing and approving Earth
Technology's executive compensation policies and plans. No member of
the Compensation Committee is a former or current officer or employee
of Earth Technology or any of its subsidiaries. From time to time,
the Compensation Committee retains the services
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