EXHIBIT 10.54
AMERICAN ECOLOGY CORPORATION
2002 MANAGEMENT INCENTIVE PLAN
JULY 31, 2002
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I. PURPOSE OF THE PLAN.
The purpose of the American Ecology Corporation 2002 Management Incentive Plan
(the "Plan") is to advance the interests of the American Ecology Corporation
stockholders by providing certain of its key employees, for the 2002 fiscal
year, with incentive compensation consistent with the interest of the
stockholders through the achievement of pre-established, objective performance
goals.
II. Eligibility
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Eligibility in the Plan is limited to key executives, senior management and
other key employees of American Ecology Corporation and its subsidiaries (the
"Company"). The Compensation Committee of the Company's Board of Directors (for
purposes of the Plan, the "Plan Administrator") will approve the Plan and
designate those employees who are eligible to participate in the Plan.
A listing of approved employees ("Participants"), their respective Initial Base
Percentage ("IBP") shall be maintained and administered by the Chief Financial
Officer ("CFO"), under the direction of the Plan Administrator and is attached
hereto as Exhibit A. Exhibit A may be changed from time to time as additional
Participants are added or deleted to the Plan or as otherwise changed in the
discretion of the Plan Administrator.
Participation in the Plan supercedes any prior agreements, either written or
verbal. Participants, including new employees, may be added to the Plan during
the year, at the sole discretion of the Plan Administrator. Any payment made to
any Plan Participant added to the Plan after initial approval by the Company's
Board of Directors, shall be pro-rated, based on the number of days in 2002 such
employee was a Participant in the Plan, unless otherwise stipulated by the Plan
Administrator. To be eligible to receive an incentive compensation award (a
"Bonus Award") under the Plan, a Participant must have been employed on a
full-time basis by the Company for the entire 12 months of 2002 (the
"Performance Period"), except for new employees added to the Plan during the
Performance Period by the Plan Administrator. To receive any Bonus Award granted
under the Plan, a Plan Participant must be employed on the last day of the
Performance Period and at the date of any such payment. Plan Participants whose
employment with the Company has been terminated, for any reason whatsoever,
prior to the payment of any Bonus Award, shall not be eligible to receive any
payment hereunder.
III. PARTICIPANT GROUPS
The Plan Administrator will segregate Plan Participants into one of two groups:
- Executive Management
- Senior Management
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a. The Executive Management group shall be comprised of the Chief
Executive Officer ("CEO") and the Chief Financial Officer ("CFO"). One
Hundred percent (100%) of the Executive Management group's Bonus Award
shall be based upon achievement of the Operating Income and Cash Flow
Targets, weighted equally, attached hereto as Exhibit B.
b. The Senior Management group shall be comprised the Corporate
Controller, the Director of Hazardous Waste Operations, Site Managers,
the Director of Information Systems, and any other key employees
designated by the Plan Administrator. Fifty percent (50%) of the
Senior Management group's Bonus Award shall be based upon achievement
of the Operating Income Target and Cash Flow Targets, weighted
equally, attached here to as Exhibit B. Fifty percent (50%) shall be
awarded at the discretion of the CEO or CFO based on but not limited
to the following factors: site financial performance, regulatory
compliance, health and safety records, achievement of specific
performance objectives as laid out by executive management, and
observed factors such as teamwork, attitude, and cooperation.
IV. TARGETED FINANCIAL PERFORMANCE
The Company's Board of Directors has approved the following Operating Income and
Cash Flow Targets for the Performance Period, adjusted for a new accounting
standard, as follows:
100% 120%
---- ----
Operating Profit $4,731,000 $5,677,200
Operating Cash Flow $4,178,252 $5,013,902
V. BONUS AWARDS
Any and all Bonus Awards will be based on the annual, audited financial
statements for the Performance Period, prepared in accordance with generally
accepted accounting principles, provided to the Plan Administrator. For purposes
of the Plan, "Operating Income" is defined as Gross Profit less Selling, General
and Administrative Expenses after any accrual for Bonus Awards. Cash Flow is
defined Operating Income plus depreciation amortization (EBITDA) plus or minus
the change in Accounts Receivable (including any unbilled revenue) plus or minus
the change in Accounts Payable less capital expenditures.
The Company shall pay Bonus Awards to Plan Participants upon certification by
the Plan Administrator that the Operating Income or Cash Flow Target for the
Performance Period has been achieved or surpassed. All Bonus Award payments
shall be made within a reasonable time after receipt of the annual audited
financial statements of the Company for the Performance Period, but in any event
not later than March 31, 2003 (provided such audited financial statements are
available as of such date).
In the event the Company has achieved 120% of the Operating Income or Cash Flow
Target for the Performance Period, Plan Participants shall be eligible to
receive a Bonus Award in an amount equal to their Initial Base Percentage of
annual salary (as set forth in Exhibit B) plus an addition 50% of the IBP.
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One-time gains or losses or extraordinary events, as reported in the Company's
audited financial statements, may be excluded from or may not be factored into
the Bonus Awards solely at the discretion of the Plan Administrator.
VI. PROCEDURE
The Plan Administrator shall have full power, discretion and authority to
administer and interpret the Plan, including the calculation and verification of
all Bonus Awards, and to establish rules and procedures for its administration,
as the Plan Administrator deems necessary and appropriate. Any interpretation of
the Plan or other act of the Plan Administrator in administering the Plan shall
be final and binding on all Plan Participants. No member of the Plan
Administrator or the Board of Directors shall be liable for any action,
interpretation, or construction made in good faith with respect to the Plan. No
member of the Plan Administrator or the Board of Directors, except for any
management members of the Board of Directors who shall recuse themselves from
any vote relating to the Plan, shall participate in the Plan. The Company shall
indemnify, to the fullest extent permitted by law, each member of the Board who
becomes liable in any civil action or proceeding with respect to decisions made
relating to the Plan. The CFO shall provide the Plan Administrator with a
quarterly report of Participants in the Plan and their respective annual
salaries, along with any other information that the Plan Administrator may
request from time to time.
A Plan Participant may be removed from the Plan, with no right to any Bonus
Award under the Plan, if it is determined in the discretion of the Plan
Administrator that any of the following have occurred:
i. Insubordination, misconduct, malfeasance, or any formal
disciplinary action taken by the Company.
ii. Demotion: If a Plan Participant is removed from the Participant
group that made him or her an eligible Participant under the
Plan, then such employee shall be deemed to be ineligible for
participation in the Plan and shall not receive any Bonus Award
under the Plan.
VII. PLAN AMENDMENT AND TERMINATION.
This Plan terminates automatically on December 31, 2002, unless extended by the
Company's Board of Directors.
VIII. MISCELLANEOUS PROVISIONS.
a. Employment Rights. The Plan does not constitute a contract of
employment and participation in the Plan will not give a Participant
the right to continue in the employ of the Company on a full-time,
part-time or other basis. Participation in the Plan will not give any
Participant any right or claim to any benefit under the Plan, unless
such right or claim has specifically been granted by the Plan
Administrator under the terms of the Plan.
b. Plan Administrator's Decision Final. Any interpretation of the Plan
and any decision on any matter pertaining to the Plan that is made by
the Plan Administrator in its discretion in good faith shall be
binding on all persons.
c. Governing Law. Except to the extent superseded by the laws of the
United States, the laws of the State of Idaho, without regard to its
conflicts of laws principles, shall govern in all matters relating to
the Plan.
d. Interests Not Transferable. Any interests of Participants under the
Plan may not be voluntarily sold, transferred, alienated, assigned or
encumbered, other than by will or pursuant to the laws of descent and
distribution. Notwithstanding the foregoing, if a Participant dies
during the Performance Period, then a pro rata portion of the Bonus
Award earned by such deceased Participant shall be paid to the
deceased Participant's beneficiary, as designed in writing by such
Participant; provided, however, that if the deceased Participant has
not designated a beneficiary, then such amount shall be payable to the
deceased Participant's estate.
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e. Severability. In the event any provision of the Plan shall be held to
be illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall
be construed and enforced as if such illegal or invalid provisions had
never been contained in the Plan.
f. Withholding. The Company will withhold from any amounts payable under
the Plan all federal, state, city and local taxes as shall be legally
required.
g. Effect on Other Plans or Agreements. Payments or benefits provided to
a Participant under any stock, deferred compensation, savings,
retirement or other employee benefit plan are governed solely by the
terms of each of such plans.
Effective Date.
This Plan is effective as of July 25, 2002, the date of its approval by the
Board of Directors of the Company.
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Exhibit A
2002 Plan Participants
Executive Group:
% Payout at % Payout at
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Name Position 100% Target 120% Target
- ------------------------ ----------------------------- ------------ ------------
Stephen A. Romano Chief Executive Officer 25% 37.5%
James R. Baumgardner Chief Financial Officer 15% 22.5%
Senior Management Group:
Scott Nicholson Director Hazardous Operations 10% 15%
Michael Gilberg Vice President & Controller 10% 15%
Tom Hayes Site Manager, Richland 8% 12%
Joe Kramer Site Manager, TECO 8% 12%
Simon Bell Site Manager, Grand View 8% 12%
Dieter Pawlik Site Manager, Oak Ridge 8% 12%
John Cooper Director of Information 8% 12%
Systems
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