Employment Agreement (2001)Full Document 

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                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the
1st day of September, 2000 (the "Commencement Date"), by and between U S
LIQUIDS INC., a Delaware corporation (the "Corporation"), and Steven J. Read
(the "Employee").


         WHEREAS, the Corporation desires to employ the Employee upon the
terms and conditions herein set forth; and

         WHEREAS, the Employee desires to be so employed upon such terms and

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree as follows:

         1. EMPLOYMENT. The Corporation shall employ the Employee, and the
Employee shall serve, as Vice President Treasurer and Director of Taxation of
the Corporation on the terms set forth herein.


As Vice President, Treasurer and Director of Taxation, the Employee shall
have overall responsibility for management of the Corporation's treasury and
tax functions. The Employee shall report directly to the Chief Financial
Officer of the Corporation and shall perform such duties as are commensurate
with his positions as Vice President, Treasurer and Director of Taxation. The
Employee's place of employment shall be in the Houston, Texas metropolitan
area, subject to travel necessary for the performance of his duties
hereunder. The Corporation shall provide to the Employee adequate office
facilities and staff commensurate with his position to enable him to perform
his duties hereunder.

                  2.2 EXTENT OF SERVICES. The Employee shall devote such of
his time as is necessary to fully and properly carry out his duties and
responsibilities. However, this Agreement shall not prohibit the Employee
from engaging in other activities, whether for family, recreation,
investment, civic, charity, or other purposes, so long as those activities do
not unduly interfere with the ability of the Employee to carry out his duties
and responsibilities hereunder and so long as they are not inconsistent or
competitive with the interests of the Corporation.

                  2.3 DUTY OF LOYALTY. The Employee recognizes that he owes a
duty of loyalty and good faith to the Corporation (including any subsidiary
thereof) and agrees that during the term of this Agreement he will not take
advantage of any corporate opportunity of the Corporation, engage in
self-dealing with the Corporation, sell or disclose any confidential or
proprietary information of the Corporation, or have or obtain any material
economic interest in any entity or arrangement which is competitive with the
business of the Corporation or engage in any activities which are competitive
with the business of the Corporation, without first disclosing all facts and

details relating thereto to the Board of Directors and obtaining the approval
of the Board of Directors.

         3. COMPENSATION.

                  3.1 BASE SALARY. The Corporation shall pay to the Employee
for the services to be rendered by the Employee hereunder a base salary (the
"Base Salary") at the rate of $105,000 per year, payable in equal
installments (subject to withholding tax) in accordance with the
Corporation's regular payroll schedule, which as of the date of this
Agreement is bi-weekly on Fridays. Such Base Salary as in effect from time to
time may be increased annually or more often as determined by the
Compensation Committee of the Board of Directors in its sole discretion.
However, the Base Salary payable to the Employee from time to time hereunder
shall not be decreased.

                  3.2 INCENTIVE COMPENSATION. Each calendar year during the

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