US Ecology, Inc. 2021 Management Incentive Plan

PLAN OBJECTIVES

ELIGIBILITY

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.

Leave of Absence — Provided other requirements of the Plan are satisfied; a Participant who is on an approved leave of absence for thirteen (13) weeks or more will be eligible for a pro-rated award. An award will be pro-rated by excluding the number of calendar days the Participant was on leave during the Plan Year. Military leaves of absence are waived from pro-ration.

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, the award will be calculated based on the annualized base pay and target percentage in effect as of November 30.

Demotion – If a Participant is demoted from an eligible position or from one eligible position to another eligible position with a lower award potential during the Plan Year, the award will be calculated based on the annualized base pay and target percentage in effect as of November 30.

Transition Between Incentive Bonus Plans – If a Participant moves from one incentive plan to another, awards are calculated based on the calendar days in each eligible position and the target incentive amount, plan objective and weights applicable during the Participant’s tenure in each applicable position.

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.

INCENTIVE AWARD

PLAN OBJECTIVES

Financial – The Financial Plan Objective is based on the Plan Year’s actual EBITDA and actual consolidated Free Cash Flow, before Plan expenses.

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 the following Plan Objectives.

Achieving established objectives that align with the Company’s Strategic Outcomes (10% Weight)

Leadership Excellence and Engagement (5% Weight)

Humble, Hungry, & Smart (HHS) Role Model and Leader (5% Weight).

Health and Safety - The health and safety Plan Objective is weighted at 10% of a Participant’s target Incentive and earned based on the organizations performance towards achieving a Total Recordable Incident Rate (“TRIR”) target. Participants are assigned to a TRIR Target established for Canada, USA or companywide depending on the Team Member’s work location and role within the company. This Health and Safety Incentive may be earned independent and mutually exclusive of achievement of any other Plan Objective.

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 scalable independent so that a percentage of the Compliance Target Incentive may be earned independent and mutually exclusive of achievement of any other Plan Objective.

RESTRICTIVE COVENANTS

Confidentiality Covenant – Employee agrees that (1) the Company’s competitive position depends upon its ability to maintain the confidentiality of its confidential information (as that term is typically defined in the ordinary course of Company’s industry – hereinafter “CI”), and (2) Employee’s use of CI, other than as specifically authorized by the Company, will be detrimental to the Company. Employee shall treat all CI as confidential. Employee shall not directly or indirectly (i) disclose any CI to a third party (except as required in the normal course of Employee's duties), or (ii) use any CI for Employee's own account. Employee agrees not to remove any CI from the Company’s premises or networks in any form, including, but not limited to, hard copy documents, electronic files, or e-mails.

Non solicitation Covenant – For a period of 12 months following Employee’s termination (regardless of the reason for termination), Employee shall not, directly or indirectly, do any of the following:

solicit, or attempt to solicit, on behalf of a competing business any of Company’s customers or accounts; or

on behalf of a competing business, contract with, sell to, or perform services for any of Company’s customers or accounts; or

interfere with, or attempt to interfere with, any customer relationship of Company; or

solicit, induce, encourage, or attempt to solicit, any Company employee to terminate his or her employment or other association with Company; or

hire or engage, or attempt to hire or engage, any Company employee.

Extension of Restrictive Periods – The restrictive periods identified above shall not expire during (and shall be extended for a period equal to the duration of) any period in which Employee is in violation of such restrictive periods.

Consideration – Employee acknowledges that (1) participation in this Plan, (2) continued employment, and (3) receipt of confidential information constitutes sufficient consideration for the foregoing restrictive covenants.

Survival – This Section VIII applies to any position Employee may hold with the Company (or any subsidiary or affiliate) notwithstanding any changes in Employee’s job duties or compensation. Further, this provision survives Employee’s termination for any reason.

Conflict – In the event of any conflict between the terms of this Section VIII and the provisions contained in any other agreement between the Company (or any subsidiary or affiliate) and Employee binding the Employee to similar restrictive covenants, the terms of the more restrictive agreement shall govern. In all other respects, this Plan shall remain in full force and effect.

MISCELLANEOUS

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.

Withholding Taxes and liabilities – The Company shall withhold taxes and Participant liabilities payable under the Plan as required by law, including, but not limited to, country, federal, state, provincial, city and/or local taxes, pensions, FICA and Medicare. Additionally, the Company will withhold from any amounts payable under the Plan the applicable contribution for the Participant’s retirement plans.

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.

No Representations – The Company does not represent or guarantee that any federal or state income, payroll, personal property or other tax consequence will result from participation in the Plan.

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.

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.

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.

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.

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.

Effect on Other Plans – Payments or benefits provided to a Participant under any stock, deferred compensation, savings, retirements or other Team Member benefit plan are governed solely by the terms of each of such plans.

Translation – In the event this Plan is translated into a language other than English, to the extent permitted by applicable law in the relevant jurisdiction, the English language version of the Plan shall prevail in case of any discrepancy.

Effective Date – The Plan is effective as of January 1, 2021 and remains valid until the Company amends, modifies or terminates the Plan.