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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/06/19 US Ecology Holdings, Inc. 10-Q 3/31/19 95:10M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 841K
2: EX-10.1 Material Contract HTML 107K
3: EX-10.2 Material Contract HTML 116K
4: EX-10.3 Material Contract HTML 54K
5: EX-10.4 Material Contract HTML 44K
6: EX-10.5 Material Contract HTML 42K
7: EX-15 Letter re: Unaudited Interim Financial Info HTML 27K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
10: EX-32 Certification -- §906 - SOA'02 HTML 28K
17: R1 Document and Entity Information HTML 51K
18: R2 Consolidated Balance Sheets HTML 135K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 34K
20: R4 Consolidated Statements of Operations HTML 85K
21: R5 Consolidated Statements of Comprehensive Income HTML 41K
22: R6 Consolidated Statements of Comprehensive Income HTML 27K
(Parenthetical)
23: R7 Consolidated Statements of Cash Flows HTML 148K
24: R8 Consolidated Statements of Cash Flows - HTML 38K
(Restricted cash and investments)
25: R9 Consolidated Statements of Stockholders' Equity HTML 58K
26: R10 General HTML 39K
27: R11 Revenues HTML 176K
28: R12 Business Combination HTML 65K
29: R13 Accumulated Other Comprehensive Income (Loss) HTML 87K
30: R14 Concentrations and Credit Risk HTML 29K
31: R15 Receivables HTML 50K
32: R16 Fair Value Measurements HTML 111K
33: R17 Property and Equipment HTML 54K
34: R18 Leases HTML 147K
35: R19 Goodwill and Intangible Assets HTML 173K
36: R20 Debt HTML 59K
37: R21 Closure and Post-Closure Obligations HTML 41K
38: R22 Income Taxes HTML 31K
39: R23 Earnings Per Share HTML 69K
40: R24 Equity HTML 125K
41: R25 Commitments and Contingencies HTML 33K
42: R26 Operating Segments HTML 170K
43: R27 Subsequent Events HTML 28K
44: R28 General (Policies) HTML 44K
45: R29 Revenues (Tables) HTML 166K
46: R30 Business Combination (Tables) HTML 62K
47: R31 Accumulated Other Comprehensive Income (Loss) HTML 83K
(Tables)
48: R32 Receivables (Tables) HTML 45K
49: R33 Fair Value Measurements (Tables) HTML 105K
50: R34 Property and Equipment (Tables) HTML 52K
51: R35 Leases (Tables) HTML 149K
52: R36 Goodwill and Intangible Assets (Tables) HTML 173K
53: R37 Debt (Tables) HTML 50K
54: R38 Closure and Post-Closure Obligations (Tables) HTML 40K
55: R39 Earnings Per Share (Tables) HTML 69K
56: R40 Equity (Tables) HTML 117K
57: R41 Operating Segments (Tables) HTML 165K
58: R42 General (Details) HTML 39K
59: R43 Revenues (Details) HTML 68K
60: R44 Revenues - Treatment and Disposal Revenue HTML 33K
(Details)
61: R45 REVENUES - Geography (Details) HTML 41K
62: R46 REVENUES - Practical Expedients (Details) HTML 32K
63: R47 Business Combination (Details) HTML 69K
64: R48 Accumulated Other Comprehensive Income (LOSS) - HTML 49K
Changes in AOCI (Details)
65: R49 Accumulated Other Comprehensive Income (LOSS) HTML 41K
-Reclassifications Line Items (Details)
66: R50 Receivables (Details) HTML 40K
67: R51 Fair Value Measurements (Details) HTML 49K
68: R52 Property and Equipment (Details) HTML 51K
69: R53 Leases (Details) HTML 41K
70: R54 Leases - Leased assets and liabilities (Details) HTML 57K
71: R55 LEASES - Lease cost (Details) HTML 36K
72: R56 LEASES - Supplemental Cash Flow information HTML 37K
(Details)
73: R57 LEASES - Weighted-average remaining lease term and HTML 34K
discount rate (Details)
74: R58 LEASES - Future maturity of lease liability and HTML 84K
its present value (Details)
75: R59 LEASES - Operating Leases (Details) HTML 45K
76: R60 GOODWILL AND INTANGIBLE ASSETS - Goodwill HTML 45K
(Details)
77: R61 GOODWILL AND INTANGIBLE ASSETS - Intangible Assets HTML 72K
(Details)
78: R62 DEBT - Schedule (Details) HTML 32K
79: R63 DEBT - Paragraph (Details) HTML 110K
80: R64 CLOSURE AND POST-CLOSURE OBLIGATIONS - Rollforward HTML 45K
(Details)
81: R65 Income Taxes (Details) HTML 35K
82: R66 Earnings Per Share (Details) HTML 57K
83: R67 EQUITY - Stock Repurchase Program (Details) HTML 26K
84: R68 EQUITY - Omnibus Incentive Plan (Details) HTML 31K
85: R69 EQUITY - PSUs, Restricted Stock and RSU (Details) HTML 95K
86: R70 EQUITY - Stock Options (Details) HTML 58K
87: R71 EQUITY - Treasury Stock (Details) HTML 34K
88: R72 COMMITMENTS AND CONTINGENCIES - Litigation and HTML 38K
Regulatory Proceedings (Details)
89: R73 OPERATING SEGMENTS - Summarized Financial HTML 66K
Information (Details)
90: R74 OPERATING SEGMENTS - Reconciliation of EBITDA HTML 69K
(Details)
91: R75 OPERATING SEGMENTS - Revenue and Long-lived Assets HTML 31K
(Details)
92: R76 Subsequent Events (Details) HTML 32K
94: XML IDEA XML File -- Filing Summary XML 163K
93: EXCEL IDEA Workbook of Financial Reports XLSX 89K
11: EX-101.INS XBRL Instance -- ecol-20190331 XML 2.88M
13: EX-101.CAL XBRL Calculations -- ecol-20190331_cal XML 247K
14: EX-101.DEF XBRL Definitions -- ecol-20190331_def XML 505K
15: EX-101.LAB XBRL Labels -- ecol-20190331_lab XML 1.45M
16: EX-101.PRE XBRL Presentations -- ecol-20190331_pre XML 1.00M
12: EX-101.SCH XBRL Schema -- ecol-20190331 XSD 177K
95: ZIP XBRL Zipped Folder -- 0001558370-19-004096-xbrl Zip 184K
| ecol_Ex10_1 |
EXHIBIT 10.1
US ECOLOGY, INC.
2019 Management Incentive Plan
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I. |
PURPOSE |
The US Ecology, Inc. Omnibus Incentive Plan (“Omnibus Plan”) authorizes the Compensation Committee (“Committee”) of the Board of Directors (“Board”) of US Ecology, Inc. (“Company”) to grant performance-based awards denominated in cash in such amounts and subject to such terms and conditions as the Compensation Committee may determine. The US Ecology, Inc. 2019 Management Incentive Plan (“Plan”) provides a variable component of compensation for certain employees for achievement of objectives set by the Committee during calendar year 2019 (“Plan Year”). The Plan is designed to align the interests of employees with those of stockholders and attract, motivate and retain key employees critical to the long-term success of the Company.
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II. |
ADMINISTRATION |
The administrator of the Plan shall be the Committee; hereinafter referred to as “Administrator”. The Administrator shall have full power, discretion and authority to, among other things, interpret the Plan, verify all amounts paid under the Plan, and establish rules and procedures for its administration, as deemed necessary and appropriate. The Administrator may rely on opinions, reports or statements of the Company’s officers, public accountants and other professionals. The calculation of any amounts to be paid under the Plan shall be performed by the Company’s Chief Financial Officer and submitted by the Chief Executive Officer (“CEO”) to the Administrator for approval. Any interpretation of the Plan or act of the Administrator, or its designee, in administering the Plan, shall be final and binding.
No member of the Board shall be liable for any action, interpretation or construction made in good faith with respect to the Plan. The Company shall indemnify, to the fullest extent permitted by law, each member of its Board who may become liable in any civil action or proceeding with respect to decisions made relating to the Plan.
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III. |
ELIGIBILITY |
Eligibility to participate in the Plan is limited to designated key employees of the Company (each a “Participant”) as approved by the CEO and shall be evidenced by a letter from the CEO (“Participant Letter”).
To be eligible to receive an award under the Plan, a Participant must have been employed by the Company (i) on a full-time basis during the Plan Year and (ii) on the date of any payment under the Plan, except as otherwise provided for in this Plan or when such requirement is waived by the CEO.
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a. |
New Hire/Rehire — A Participant whose employment with the Company began during the Plan Year shall be eligible for an award on a pro-rata basis, provided the CEO has approved participation and other conditions of the Plan are satisfied. An award will be pro-rated based upon the number of calendar days the Participant was employed in an eligible position during the Plan Year. In the case of rehires, there shall be no credit for prior service, unless otherwise approved in writing by the CEO. |
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b. |
Leave of Absence — Provided other requirements of the Plan are satisfied; (i) a Participant who is absent from full-time employment with the Company under an unpaid leave of absence shall be eligible for a pro-rated award, calculated by excluding the days for which the Participant is absent under such unpaid leave; and (ii) a Participant who is absent from full-time employment with the Company for |
more than thirteen (13) consecutive weeks of the Plan Year under a paid leave of absence shall be eligible for a pro-rated award, calculated by including the number of days worked in the Plan Year and the thirteen (13) weeks of paid leave. |
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c. |
Promotion — If a Participant is promoted to an eligible position or from one eligible position to another eligible position (with a higher award potential) during the Plan Year, a pro-rated award will be calculated by factoring the number of calendar days in each eligible position and considering the Target Incentive, Plan Objectives, metrics and weights applicable during the Participant’s tenure in each position. |
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d. |
Demotion – If a Participant is demoted from an eligible position during the Plan Year, such Participant shall be deemed ineligible for receipt of any payments under the Plan, unless otherwise approved in writing by the CEO. |
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e. |
Removal from Plan — A Participant may be removed from the Plan or an award adjusted, including elimination of any right to an award under the Plan, for insubordination, misconduct, malfeasance, or any formal disciplinary action taken by the Company during the Plan Year or prior to payment. |
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IV. |
INCENTIVE AWARD |
The Administrator shall establish the objectives (each a “Plan Objective”) that must be achieved for a Participant to receive payment of all or a portion of his/her target incentive amount, which amount is the product of the Participant’s annual salary and an established percentage (“Target Incentive”), established by the CEO.
Payments under the Plan, if any, shall be made to a Participant upon certification by the CEO that such payments are authorized and all applicable criteria have been satisfied. Payments shall be made as soon as practicable after approval and availability of the Company’s final audited Plan Year financial statements, but in any event will be made by March 31, 2020.
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V. |
PLAN OBJECTIVES |
Plan Objectives fall into one of four categories: a) Financial (60% of Target Incentive), b) Individual Performance (20% of Target Incentive), c) Health and Safety (10% of Target Incentive), and d) Compliance (10% of Target Incentive). Plan Objectives are independent and mutually exclusive from each other, so that the applicable percentage of the Target Incentive may be earned if one Plan Objective is met, even if the threshold performance is not met for another Plan Objective.
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a. |
Financial – The Financial Plan Objective is based on the Plan Year’s actual consolidated operating income before Plan expenses. The target amount is set and approved by the Administrator (“Operating Income Target”). Achievement will be determined by comparing the Plan Year’s actual financial results (based on audited financial information) to the Operating Income Target. Achievement of the Operating Income Target will be weighted at 60% of a Participant’s Target Incentive. |
The Administrator, in its sole discretion, may include or exclude certain non-recurring or special transactions from calculated operating income for purposes of determining the amount of an award under the Plan.
The portion of a Participant’s Target Incentive he or she may receive based on operating income results (“Finance Target Incentive”) is scalable. Upon achieving 85% of the Operating Income Target the earned Finance Target Incentive shall be 50%. For every percentage point achievement over 85% of the
2
Operating Income Target, up to and including 100%, a Participant shall earn an additional 3.33% of the Finance Target Incentive. Upon 100% achievement of the Operating Income Target, 100% of the Finance Target Incentive shall be available to a Participant.
If the Operating Income Target is exceeded, a Participant shall be eligible for an additional amount, calculated by multiplying the Participant’s Target Incentive by 10% for every 1% increase over the Operating Income Target (“Additional Finance Incentive”). The Additional Finance Incentive is capped at one times the Participant’s Target Incentive, and will be reached at 110% of the Operating Income Target.
By way of example only, a Participant with an annual base salary of $100,000 who has a Target Incentive of 20% would receive the following amounts based on various levels of achievement.
EXAMPLE
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CONSOLIDATED OPERATING INCOME TARGET |
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(WEIGHTED 60% OF TARGET INCENTIVE) |
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Achievement |
% of Award |
Cumulative |
Payout |
Achievement |
% of Award |
Cumulative |
Payout |
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92% |
3.33% |
73.33% |
$8,800 |
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84% |
0% |
0% |
$0 |
93% |
3.33% |
76.67% |
$9,200 |
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85% |
0.00% |
50.00% |
$6,000 |
94% |
3.33% |
80.00% |
$9,600 |
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86% |
3.33% |
53.33% |
$6,400 |
95% |
3.33% |
83.33% |
$10,000 |
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87% |
3.33% |
56.67% |
$6,800 |
96% |
3.33% |
86.67% |
$10,400 |
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88% |
3.33% |
60.00% |
$7,200 |
97% |
3.33% |
90.00% |
$10,800 |
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89% |
3.33% |
63.33% |
$7,600 |
98% |
3.33% |
93.33% |
$11,200 |
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90% |
3.33% |
66.67% |
$8,000 |
99% |
3.33% |
96.67% |
$11,600 |
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91% |
3.33% |
70.00% |
$8,400 |
100% |
3.33% |
100.00% |
$12,000 |
Assuming 95% achievement of the Operating Income Target, the Participant in this example would be entitled to $10,000, calculated as follows:
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OPERATING INCOME |
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TARGET |
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Annual Salary |
$100,000 |
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Target Incentive |
X 20% |
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Target Incentive Award |
$20,000 |
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Financial Objective Weight |
X 60% |
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Weighted Target Incentive Award |
$12,000 |
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Cumulative Award Percent Earned |
X 83.33% |
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Earned Award |
$10,000 |
3
Assuming instead a 105% achievement of the Operating Income Target, the Participant would be entitled to $22,000, calculated as follows:
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OPERATING INCOME |
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TARGET |
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Annual Salary |
$100,000 |
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Target Incentive |
X 20% |
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Target Incentive Award |
$20,000 |
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Financial Objective Weight |
X 60% |
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Weighted Target Incentive Award |
$12,000 |
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Cumulative Award Percent Earned |
X 100.00% |
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Earned Award |
$12,000 |
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ADDITIONAL FINANCE INCENTIVE |
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Target Incentive |
$20,000 |
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Cumulative Excess Percentage (10% X 5) |
X 50% |
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Additional Finance Incentive Award |
$10,000 |
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Finance Target Incentive |
$12,000 |
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Additional Finance Incentive |
$10,000 |
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Earned Award |
$22,000 |
Assuming instead a 145% achievement of the Operating Income Target, the Participant would be entitled to an Additional Finance Incentive of $20,000 and a total earned amount of $32,000, calculated as follows:
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ADDITIONAL FINANCE INCENTIVE |
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Target Incentive |
$20,000 |
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Cumulative Excess Percentage (10% X 45) |
X 450% |
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Additional Finance Incentive Award |
$90,000 |
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Additional Finance Incentive Award Cap (0.20 x $100,000) |
($20,000) |
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Excess Additional Finance Incentive Award Disallowed |
$70,000 |
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Finance Target Incentive |
$12,000 |
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Additional Finance Incentive |
$20,000 |
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Earned Award |
$32,000 |
4
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b. |
Individual Performance - Up to an additional 20% of a Participant’s Target Incentive shall be awarded, at the sole discretion of the Administrator (“Individual Performance Incentive”) based on 1) achieving established objectives that align with the Company’s strategic priorities, 2) overall individual performance level, and 3) how the participant leads including living our shared values and promoting the Humble, Hungry and Smart virtues. This metric is independent so that a percentage of the Individual Performance Incentive may be earned independent and mutually exclusive of achievement of any other Plan Objective. |
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c. |
Health and Safety - The metrics for this Plan Objective are identified below and are weighted cumulatively at 10% of a Participant’s Target Incentive. Each metric is independent and mutually exclusive from the other metrics so that a percentage of the Target Incentive related to Health and Safety may be earned independent of achievement of any other Health and Safety metric or other Plan Objective. |
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i. |
Total Recordable Incident Rate (“TRIR”) (2% Weight) – The Target Incentive related to TRIR shall be earned if the Company-wide metric, as set and approved by the Administrator, is achieved as determined by the Administrator. |
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ii. |
Days Away Restricted Time (“DART”) (3% Weight) – The Target Incentive related to DART shall be earned if the Company-wide metric, as set and approved by the Administrator, is achieved as determined by the Administrator. |
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iii. |
Lost Time Incident (“LTI”) (5% Weight) - The Target Incentive related to LTI shall be earned if the Company-wide metric, as set and approved by the Administrator, is achieved as determined by the Administrator. |
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d. |
Compliance – The metric for this Plan Objective is the Company’s avoidance of Notices of Violation or Enforcement with monetary penalties during the Plan Year and is weighted at 10% of a Participant’s Target Incentive. The Target Incentive related to Compliance (“Compliance Target Incentive”) shall be earned based on a determination by the Administrator, taking into consideration, among other things, the dollar amount of a monetary penalty paid (or accrued under generally accepted accounting principles – “GAAP”) in the Plan Year, severity of the Notices of Violation or Enforcement, regulatory basis for penalty and respective fact patterns. This metric is independent so that a percentage of the Compliance Target Incentive may be earned independent and mutually exclusive of achievement of any other Plan Objective. |
The CEO will include in each Participant Letter the applicable Target Incentive, Plan Objectives, metrics, weights and such other information as may be determined.
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VI. |
MISCELLANEOUS |
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a. |
Interests Not Transferable – Any interest of a Participant 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 Plan Year, or after the Plan Year and prior to payment of an award, then a pro-rata portion of the award to which the Participant would have been eligible absent death shall be paid to the deceased’s beneficiary, as designated in writing by such Participant (attached hereto as Exhibit A); provided however, that if the |
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deceased Participant has not designated a beneficiary then such amount shall be payable to the deceased Participant’s estate. Payment shall be based on the number of calendar days the Participant was employed in an eligible position during the Plan Year and shall be made at the time other Participants are paid. The requirement that the Participant be an employee on that date of payment shall be waived. |
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b. |
Withholding Taxes – The Company shall withhold from any amounts payable under the Plan applicable withholding including, but not limited to, federal, state, city and local taxes, FICA and Medicare as shall be legally required. Additionally, the Company will withhold from any amounts payable under the Plan the applicable contribution for the Participant’s 401(k) Savings and Retirement Plan as defined in the US Ecology, Inc. 401(K) Plan description protected under ERISA. |
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c. |
No Right of Employment – Nothing in this Plan will be construed as creating any contract of employment or conferring upon any Participant any right to continue in the employ or other service of the Company or limit in any way the right of Company to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause. |
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d. |
No Representations – The Company does not represent or guarantee that any particular federal or state income, payroll, personal property or other tax consequence will result from participation in the Plan. |
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e. |
Section Headings – The section headings contained herein are for convenience only and, in the event of any conflict, the text of the Plan, rather than the section headings, will control. |
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f. |
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. |
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g. |
Invalidity – If any term or provision contained herein is to any extent invalid or unenforceable, such term or provision shall be reformed so that it is valid, and such invalidity or unenforceability shall not affect any other provision or part hereof. |
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h. |
Amendment, Modification or Termination – The Administrator reserves the right to unilaterally amend, modify or terminate the Plan at any time as it deems necessary or advisable. |
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i. |
Applicable 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. |
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j. |
Effect on Other Plans – Payments or benefits provided to a Participant under any stock, deferred compensation, savings, retirements or other employee benefit plan are governed solely by the terms of each of such plans. |
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k. |
Effective Date – The Plan is effective as of January 1, 2019 |
6
EXHIBIT A
BENEFICIARY DESIGNATION
I hereby designate the following person or persons as Beneficiary to receive any management incentive payments due under the attached US Ecology, Inc. 2019 Management Incentive Plan, effective January 1, 2019, in the event of my death, reserving the full right to revoke or modify this designation, or any modification thereof, at any time by a further written designation:
Primary Beneficiary
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Name of Individual |
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Relationship to me |
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Birth Date (if minor) |
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Address |
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Name of Trust |
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Date of Trust |
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Provided, however, that if such Primary Beneficiary shall not survive me by at least sixty (60) days, the following shall be the Beneficiary:
Contingent Beneficiary
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Name of Individual |
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Relationship to me |
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Birth Date (if minor) |
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Name of Trust |
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Date of Trust |
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This Beneficiary Designation shall not affect any other beneficiary designation form that I may have on file with US Ecology, Inc. regarding benefits other than that referred to above.
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Signature |
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/20 | ||||
| Filed on: | 5/6/19 | 8-K | ||
| For Period end: | 3/31/19 | |||
| 1/1/19 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/22 US Ecology, Inc. 10-K 12/31/21 133:18M Toppan Merrill Bridge/FA 3/01/21 US Ecology, Inc. 10-K 12/31/20 137:20M Toppan Merrill Bridge/FA |