EXHIBIT 10.3
January 11, 1993
Mr. John G. Johnson, Jr.
650 Twin Arch Lane
Brynmawr, PA 19010
Dear Jack:
Per our telephone discussion on Friday and to conclude our recent
agreements concerning your employment as a Corporate Officer and Assistant to
the Chairman/CEO with Safety-Kleen, we wish to be responsive to your request for
assurances with respect to compensation in the event, for whatever reason we
cannot now anticipate, your employment with Safety-Kleen would be terminated.
We, therefore, agree that if the Company terminates your employment, for reasons
other than gross misconduct, during the first three years commencing January 18,
1993, you will be entitled to receive separation payments as follows:
(a) If termination occurs between January 18, 1993, and January 17, 1995,
your compensation (taken to mean your bi-weekly salary then in effect,
together with that amount to which you would have been entitled,
absent your termination, under the formula share of the Safety-Kleen
Management Incentive Plan, but excluding any rights under the Safety-
Kleen Stock Option Plan and any other benefits plans normally
available to employees or officers) would be continued for twelve (12)
months from the date of termination.
(b) If termination occurs between January 18, 1995, and January 17, 1996,
then your compensation (as defined in Paragraph (a) would continue for
six months following the date of termination.
Salary continuation payments would be made to you in equal bi-weekly
installments following your termination, and any payments due under the
Management Incentive Plan would be paid in February following your termination.
Mr. John G. Johnson, Jr. Page Two
Brynmawr, PA 19010
January 11, 1993
In consideration for the Company's promise to employ you and for its
promise to pay you these separation payments, your agreement will be
acknowledged, by signing and returning the enclosed copy of this letter along
with the Company's Non-Competition Agreement and Ethics Code.
As previously indicated, your starting base salary will be $225,000 per
annum paid bi-weekly. This base will be adjusted at the time you are named
President. An incentive target of $200,000 will be set for 1993, of which
$125,000 will be guaranteed.
A stock option will be granted on a value of $500,000. The option price
will be the market value on the date of grant, February 5, 1993.
You understand that employment will be contingent upon the successful
completion of a post offer employment physical examination, including drug and
alcohol screening. As a further condition of employment, we also agreed that if
you find it preferable to move to the Elgin area during the first twelve (12)
months with the Company, we will reimburse reasonable closing costs associated
with the sale of your existing home, together with your moving costs.
I look forward enthusiastically to your joining our management team. We
feel that your experience and enthusiasm for our business should combine to
produce meaningful results for yourself and the Company.
Very truly yours,
/s/ Donald W. Brinckman
DONALD W. BRINCKMAN
Chairman/CEO
DWB/kl
AGREED:
/s/ John G. Johnson, Jr.
_____________________
John G. Johnson, Jr.
January 12, 1993.
ADDENDUM TO SEVERANCE AGREEMENT OF JANUARY 11, 1993
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It is further agreed that if the Company terminates employment for reasons other
than gross misconduct before January 17, 1996, in addition to the separation
payments, the Company would:
1. Recommend to the Board the accelerated vesting of any stock options
granted prior to the date of termination.
2. During the 12 months following termination, pay for one move to the
East Coast according to the Company Moving Policy in place at the time.
3. Provide executive outplacement services with a national firm.
Agreed: Agreed:
/s/ John G. Johnson, Jr. /s/ Donald W. Brinckman
_______________________ _________________________
John G. Johnson, Jr. Donald W. Brinckman
Chairman & CEO
Safety-Kleen
January 12, 1993. January 19, 1993