PHILIP SERVICES CORP/DE
EMPLOYMENT AGREEMENT - ROBERT J. MILLSTONE
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>5
<FILENAME>h04782exv10w30.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - ROBERT J. MILLSTONE
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.30


                              EMPLOYMENT AGREEMENT



THIS AGREEMENT made as of the 1st day of February, 2003.

BETWEEN:

           ROBERT J.  MILLSTONE
           of Houston, in the State of Texas
           (hereinafter referred to as the "Employee")


                                                             OF THE FIRST PART;

           - and -

           PHILIP SERVICES CORPORATION,
           a corporation incorporated under the laws of the State of Delaware
           (hereinafter referred to as the "Company")

                                                            OF THE SECOND PART.

WHEREAS, the Company desires to retain the Employee to provide the services
hereinafter described during the term hereinafter set out and the Employee
desires to accept such employment on the terms and conditions hereinafter set
forth;

NOW THEREFORE THIS AGREEMENT:

WITNESSETH, That in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

1.   FUNCTIONS OF EMPLOYEE

Employee shall serve as the Senior Vice President and General Counsel of the
Company or in such other senior management capacity or capacities as may from
time to time be reasonably determined by the Board of Directors. Employee will
be located at the Company's principal corporate offices at 5151 San Felipe in
Houston, Texas.

2.   DURATION

The Employee's term of employment shall commence on the 1st day of February,
2003 and shall continue until terminated in accordance with Section 3 hereof.


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3.   TERMINATION

     (a) FOR CAUSE. Notwithstanding anything to the contrary herein contained,
         the Company may immediately terminate the employment of the Employee,
         without notice and without severance or pay in lieu of notice:

         (i)   if the Employee commits an act of theft, fraud or material
               dishonesty or misconduct involving the property or affairs of the
               Company or the carrying out of the Employee's duties; or

         (ii)  if the Employee is guilty of a material breach or material
               non-observance of any of the terms or conditions of this
               Agreement, provided that the Employee is given written notice of
               any such breach and fails to take reasonable actions to try to
               remedy such breach to the satisfaction of the Company, in its
               sole discretion, within thirty days of receipt of such notice; or

         (iii) if the Employee is convicted of a criminal offence involving
               fraud or dishonesty; or

         (iv)  if there is a repeated and demonstrated failure on the part of
               the Employee to perform his material duties and the Employee
               fails to remedy the failure to the satisfaction of the Company,
               in its sole discretion, within thirty days of receipt of notice
               of such failure from the Company; or

         (v)   if the Employee or any member of his family derives any personal
               profit or benefit arising out of or in connection with a
               transaction to which the Company is a party or with which it is
               associated without making disclosure to and obtaining the prior
               written consent of the Company; or

         (vi)  if the Employee commits gross negligence, willful misconduct, or
               willful neglect in the performance of his duties or services as a
               Company employee.

     (b) DISABILITY. The employment of the Employee shall, at the option of the
         Company, terminate immediately in the event of permanent disability
         which is defined as illness, disease, mental or physical disability or
         other causes beyond the Employee's control which makes the Employee
         incapable of discharging or causes the Employee to fail in the
         performance of his principal duties hereunder, even with reasonable
         accommodation, for six consecutive months, in which case notice in
         writing from the Company shall be sent to the Employee or his legal
         representative, provided the Employee shall continue to receive any
         disability benefit coverage he may be entitled to through the Company's
         disability insurance program.

     (c) WITHOUT CAUSE. The employment of the Employee may be terminated without
         cause (i.e. for reasons other than those set forth in Sections 3(a),
         3(b), 3(d) or 3(e)) at any time. For purposes of this Section 3(c),
         termination without cause


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<PAGE>

         shall also include, but not be limited to, a material change in the
         duties of Employee, Employee reporting to someone other than the Board
         or the Chief Executive Officer, resignation in compliance with
         applicable law or rules of professional conduct, a reduction in
         Employee's base salary or other material compensation or benefits as
         then in effect, or a change in Employee's assigned principal place of
         business or the principal place of business of the Company of more than
         50 miles. If Employee is terminated without cause, in exchange for a
         mutual release agreement substantially similar to that attached hereto
         as Annex A, the Employee shall receive a severance allowance equal to
         six months of his then current annual base salary; provided, however,
         that if any vice president, senior vice president, or chief executive
         of the Company employed in such role after the date of this Agreement
         receives a more favorable promise of severance benefits in the event of
         termination, Employee's promise of severance benefits in this Agreement
         shall be automatically modified to be no less favorable. The severance
         allowance shall be paid in accordance with the Company's normal payroll
         practice as if it were a continuation of Employee's base salary. In
         addition:

         (i)   in the event that for the year of termination a bonus is paid to
               Company officers of comparable rank, Employee shall receive, at
               the same time as said bonus is paid to Company officers, that
               percentage of his target bonus that represents the average
               percent of target bonus paid to Company officers of comparable
               rank, prorated for the percentage of the year Employee was
               employed;

         (ii)  the Company shall continue or shall pay Employee an amount
               sufficient for Employee to continue his medical and dental
               coverage for the period of his severance payments;

         (iii) Employee shall be entitled to his vested stock options or other
               vested incentive stock compensation to be exercised in accordance
               with the applicable Company plans, but other options or incentive
               stock compensation shall be forfeit in accordance with Company
               plans;

         (iv)  Employee shall be entitled to any earned but unpaid bonus or, as
               provided by the applicable plan, any deferred compensation,
               short- or long-term incentive compensation, or other material
               compensation, deferred compensation, short- or long-term
               incentive compensation, or other material compensation for the
               year in which the termination occurs if granted to similarly
               situated executives generally; and

         (v)   Employee shall be provided with out-placement services at a cost
               to the Company of not more than $10,000 for as long as may be
               required to obtain suitable replacement employment.

     (d) TERMINATION DUE TO CHANGE OF CONTROL. If there occurs a Change of
         Control (as defined below) and (i) the Employee is terminated, or (ii)
         there occurs a material


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<PAGE>

         change in the duties or responsibilities of the Employee, Employee
         reports to a person other than the Board or the Chief Executive
         Officer, there occurs a reduction in the Employee's base salary or
         other material compensation or benefits as then in effect, or there
         occurs a change in the Employee's assigned principal place of
         employment or of the Company's principal place of business of more than
         50 miles, and any such change occurs within six months prior to or two
         years following such Change of Control and the Employee elects to
         terminate his employment, then in either such case, the Employee shall
         be entitled to his two times his then current annual base salary plus
         the items listed in clauses (i), (ii), (iii), (iv), (v) and (vi) of
         paragraph 3(c) immediately above.

         Change of Control means any of the following:

         (i)   any person (as defined in the Exchange Act, as defined below),
               directly or indirectly, becomes the beneficial owner (as defined
               in Rule 13d-3 under the Exchange Act) or has the right to
               exercise control or direction over Voting Securities (as defined
               below) of the Company carrying in excess of 40 percent of the
               votes attached to all Voting Securities of the Company then
               outstanding (provided, however, that if such person is an Insider
               (as defined below), such percentage shall be 50 percent);

         (ii)  the individuals who, immediately prior to any meeting of
               shareholders, constitute the Board together with those who first
               become directors subsequent to such time and whose election to
               the Board was approved by a vote of at least a majority of the
               directors then still in office who were either directors as of
               such time or whose recommendation, election or nomination for
               election was previously so approved (other than any directors
               whose initial election was the result of a proxy contest or a
               threatened proxy contest), cease for any reason to constitute a
               majority of the members of the Board;

         (iii) approval by the shareholders of the Company of any business
               combination having the effect that the existing shareholders of
               the Company do not own or control at least 75% of the Voting
               Securities of the resulting entity in approximately the same
               proportion as they owned such securities of the Company
               immediately prior to the business combination; or (b)(1) approval
               by the shareholders of the Company of a liquidation or
               dissolution of the Company, or (2) approval by the shareholders
               of the Company of a sale of all or substantially all of the
               assets of the Company and, in the case of either (1) or (2), the
               existing shareholders of the Company do not own or control at
               least 75% of the Voting Securities of the acquiring or resulting
               entity in approximately the same proportion as they owned the
               Voting Securities of the Company immediately prior to any such
               transaction.

         "Insider" means a person, as defined in the Securities and Exchange Act
         of 1934 as amended (the "Exchange Act"), that beneficially owns or
         exercises control or


                                  Page 4 of 11

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         discretion over, directly or indirectly, more than twenty percent (20%)
         of the Voting Securities of the Company as at April 8, 2000.

         "Voting Securities" of any corporation means any securities of such
         corporation ordinarily carrying the right to vote in respect of
         election of directors of such corporation provided that if any such
         securities shall at any time carry the right to cast more than one vote
         in respect of the election of the directors, such securities shall,
         when and so long as they carry such right, be considered for the
         purposes of this Agreement to constitute such number of the securities
         as is equal to the number of votes in respect of the election of
         directors as may be cast by the holder.

     (e) VOLUNTARY TERMINATION. Employee may terminate his employment with
         Company for any reason, in the Employee's sole discretion. Upon
         voluntary termination, all future compensation and benefits (other than
         the benefits to which Employee is entitled and which are vested as of
         the date of termination) shall cease as of the date of termination.

     (f) DEATH. The employment of the Employee shall terminate upon the
         Employee's death.

     (g) EFFECT OF TERMINATION. Upon the termination of the Employee's
         employment pursuant to this Section 3, except as provided in this
         paragraph, this Agreement and the employment of the Employee hereunder
         shall be wholly terminated. Provided, however, that the obligations
         under Section 8 of this Agreement, and that certain Indemnity
         Agreement, as provided in Section 10, shall survive termination. Upon
         any such termination, the Employee shall have no claim against the
         Company in respect of his employment for damages or otherwise except in
         respect of payment of remuneration earned, due and owing to the date of
         termination and except for any severance payment and related benefits
         due to the Employee under Section 3.

4.   RESPONSIBILITIES

     (a) The Employee shall devote all of his working time, attention and
         ability to the business of the Company and shall perform those duties
         that may be reasonably assigned to him diligently and faithfully to the
         best of his abilities and in the best interest of the Company and shall
         use his best efforts to promote the interests and goodwill of the
         Company. During the term of this Agreement the Employee shall not enter
         into the service of or be employed in any capacity or for any purpose
         whatsoever by any person, firm or corporation which will interfere with
         the performance by the Employee of his duties and responsibilities
         hereunder.

     (b) The Employee shall report directly to the Board of Directors or to the
         Chief Executive Officer if subsequently so determined by the Board of
         Directors.


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<PAGE>

5.   REMUNERATION

The remuneration of the Employee for his services hereunder shall continue as it
was on January 31, 2003, to wit: a base salary of $280,000 and a target bonus of
40% plus those benefits and entitlements available to executive officers
generally. Other remuneration may from time to time be agreed upon in writing
between the Company and the Employee.

6.   RELOCATION EXPENSES

Although Employee's current principal place of employment is Houston, Texas,
Employee still owns a residence in Highland Park, Illinois. In conjunction with
the sale of such residence and the relocation of Employee's spouse to Houston:

     (a) The Company shall pay the closing costs of the sale paid by seller,
         including, but not limited to, seller's broker's commission; state,
         county and city transfer taxes; survey, document, and recording fees;
         inspection fees; and Employee's actual legal expenses (said legal fees
         not to exceed $3500). Closing costs shall not exceed $110,000.
     (b) In the event the sale price of employee's residence is less than the
         purchase price (including improvements provided by the builder prior to
         occupancy), the Company shall absorb the loss on sale in an amount not
         to exceed $100,000.
     (c) In the event the actual cost under clause (a) or clause (b) preceding
         is less than the maximum, the balance may be used to supplement the
         actual costs under the other clause. In the event the total costs under
         clause (a) and (b) is less than the maximum the employee shall have no
         claim with respect to the excess, which shall be the funds of the
         Company. Notwithstanding the foregoing sentence, in the event the loss
         on sale is less than $52,000 (and the closing costs are less than the
         maximum), the difference between the loss on sale and $52,000 shall be
         paid to Employee as a non-accountable moving expense allowance.
     (d) The Company shall, at its expense, through a reliable moving company of
         the Company's choosing, pack Employee's household goods and arrange for
         the storage of such goods for up to six months from the date of pick
         up. Company shall provide insurance for such goods against breakage,
         damage, fire, theft, and other customary risks during packing,
         transportation and storage. The Company shall provide for the delivery
         and unpacking of said household goods at a destination of Employee's
         choosing in the continental United States (and which need not be in the
         Houston metropolitan area).
     (e) The Company will pay on behalf of Employee as an ordinary and necessary
         business expense or as a relocation expense Employee's actual cost of a
         temporary residence in Houston until the end of the month following the
         month in which Employee's house is sold. The Company will also pay, as
         a relocation expense, the actual cost for Employee's spouse to travel
         to and from Houston during such period. Such expenses in the aggregate
         shall not exceed $4000 per month.
     (f) The Company will provide tax assistance in accordance with its
         customary moving policy for executives so that the foregoing is
         provided to Employee on a tax neutral basis. For the absence of doubt,
         such tax assistance shall be


                                  Page 6 of 11

<PAGE>

         substantially similar to what was provided to Employee upon joining the
         Company and moving from Houston to Chicago.

7.   VACATION

During each year of this Agreement, the Employee will be entitled to 20 days
vacation with pay. Such vacation shall be taken at such times as the Company and
Employee shall mutually agree, acting reasonably, having regard to the
performance of the Employee's essential duties to the Company pursuant to the
terms of this Agreement and provided further that such vacations may be taken
only within the year of entitlement thereto and may not be accumulated from year
to year.

8.  CONFIDENTIALITY AND NON-COMPETE

The Employee's Confidentiality and Non-Compete Agreement attached hereto as
Schedule B and executed August 25, 2000 shall continue in effect. The
Confidentiality and Non-Compete Agreement shall survive termination of this
Agreement.

9.  NOTICES

All notices, requests, demands and other communications by the terms hereof
required or permitted to be given by one party to the other shall be given in
writing by personal delivery, by reputable overnight delivery service, or by
registered mail, postage prepaid, addressed to the other party or delivered to
the other party as follows:

         to the Employee at:

                  5151 San Felipe
                  Suite 1600
                  Houston, Texas 77056
                  Attention:  Robert J. Millstone

         to the Company at:

                  5151 San Felipe
                  Suite 1600
                  Houston, Texas 77056
                  Attention:  Principal Executive Officer

or at such other address as may be given by either party to the other in writing
from time to time, and such notices, requests, demands or other communications
shall be deemed to have been received when delivered, or, if mailed, seven days
following the day of mailing thereof; provided that if any such notice, request,
demand or other communication shall have been mailed and if regular mail service
shall be interrupted by strikes or other irregularities, such notices, request,
demands or other communication shall be deemed to have been received seven days
after the day following the resumption of normal mail service.


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10.  ENTIRE AGREEMENT

This Agreement, including Schedule B represents the entire agreement between the
parties with respect to the employment of the Employee by the Company and any
and all previous agreements, written or oral, between the parties hereto or on
their behalf relating to the employment of the Employee by the Company (and
including specifically that certain Transition Agreement dated August 30, 2002)
are hereby terminated and canceled and each of the parties hereto hereby
releases and forever discharges the other party hereto of and from all manner of
actions, causes of action, claims and demands whatsoever under or in respect of
any such agreement. Notwithstanding the foregoing sentence, that certain
Indemnity Agreement between Employee and the Company dated as of August 28, 2000
remains in effect and shall be for all purposes construed as having been in
effect continuously since August 28, 2000 and shall survive the termination of
this Agreement.

11.  GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Texas. The Company and the Employee agree that if there is any
dispute between them with respect to the rights of either party under this
Agreement, excepting any dispute arising out of Section 7 hereof or the
confidentiality and non-compete agreement attached as Schedule B hereto, such
dispute will be resolved by final and binding arbitration before a sole
arbitrator in Houston, Texas pursuant to the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association and the judgment
of the arbitrator shall be entered in any court of competent jurisdiction. Any
dispute arising out of Section 7 hereof or the confidentiality and non-compete
agreement attached as Schedule B hereto such dispute will be submitted to
adjudication before the Courts of the State of Texas, and the Company and the
Employee submit to the jurisdiction of the Courts of the State of Texas, in this
regard. In the event that either the Company or the Employee initiates an action
or claim to enforce any provision or term of this Agreement (whether in court or
pursuant to arbitration), the costs and expenses (including attorneys' fees and
expenses) of the prevailing party as determined by the court or arbitrator, as
the case may be, shall be paid by the other, such party to be deemed to have
prevailed if such action or claim is concluded pursuant to a court order,
arbitrator's decision, or final judgment which is not subject to appeal, a
settlement agreement or dismissal of the principal claims; provided that the
Employee shall be obligated to pay the Company's costs and expenses only if the
arbitrator or court, as the case may be, determines that the Employee's position
was predominantly frivolous or taken in bad faith.

12.  MISCELLANEOUS

It is agreed by and between the parties hereto that Schedule B referred to
herein, which is annexed hereto, shall form a part of this Agreement and this
Agreement shall be construed as incorporating such schedule.

13.  CURRENCY

All dollar amounts referred to in this Agreement are expressed in U.S. funds
unless otherwise specifically provided herein.


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14.  SUCCESSORS AND ASSIGNS

This Agreement is personal to the Employee and his interest in this Agreement
may not be assigned, pledged or encumbered. The provisions hereof shall inure to
the benefit of and be binding upon the heirs, executors, administrators and
legal personal representatives of the Employee and the successors of the Company
respectively.

15.  TIME OF THE ESSENCE

Time shall be of the essence of this Agreement and of every part thereof.

16.  SEVERABILITY

If any provision of this Agreement, including the breadth of scope of such
provision shall be held by any court of competent jurisdiction to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the validity or enforceability of the remaining provisions, or part
thereof, of this Agreement and such remaining provisions, or part thereof, shall
remain enforceable and binding.

17.  ENFORCEABILITY

The Employee hereby confirms and agrees that the covenants and restrictions
pertaining to him contained in this Agreement, including, without limitation,
those contained in Schedule B attached hereto, are reasonable and valid and
hereby further acknowledges and agrees that the Company would suffer irreparable
injury in the event of any breach by him of his obligations under any such
covenant or restriction. Accordingly, the Employee hereby acknowledges and
agrees that damages would be an inadequate remedy at law in connection with any
such breach and that the Company shall therefore be entitled in lieu of any
action for damages, temporary and permanent injunctive relief enjoining and
restraining the Employee from any such breach.

18.  LEGAL ADVICE

The Employee hereby represents and warrants to the Company and acknowledges and
agrees that he has had the opportunity to seek and was not prevented nor
discouraged by the Company from seeking independent legal advice prior to the
execution and delivery of this Agreement and that, in the event that he did not
avail himself of that opportunity prior to signing this Agreement, he did so
voluntarily without any undue pressure and agrees that his failure to obtain
independent legal advice shall not be used by him as a defense to the
enforcement of his obligations under this Agreement.

19.  COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when
executed and delivered will be deemed to be an original and all of which
counterparts when taken together will constitute but one and the same
instrument.


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20.  MODIFICATION

No waiver or modification of this Agreement shall be valid unless in writing and
signed by the parties hereto and any such waiver of rights hereunder shall be
without prejudice to any of the other rights of the party hereunder so waiving.

21.  SURVIVORSHIP

The provisions of this Agreement necessary to carry out the intention of the
parties as expressed herein shall survive the termination or expiration of this
Agreement.

22.  WAIVER

Except as provided herein, the waiver by either party of the other party's
prompt and complete performance, or breach or violation, of any provision of
this Agreement shall not operate nor be construed as a waiver of any subsequent
breach or violation, and the failure by any party hereto to exercise any right
or remedy which it may possess hereunder shall not operate nor be construed as a
bar to the exercise of such right or remedy by such party upon the occurrence of
any subsequent breach or violation.

23.  CAPTIONS

The captions of this Agreement are for convenience and reference only and in no
way define, describe, extend or limit the scope or intent of this Agreement or
the intent of any provision hereof.

23.  CONSTRUCTION

The parties acknowledge that this Agreement is the result of arm's-length
negotiations between sophisticated parties each afforded representation by legal
counsel. Each and every provision of this Agreement shall be construed as though
both parties participated equally in the drafting of same, and any rule of
construction that a document shall be construed against the drafting party shall
not be applicable to this Agreement.


                                 Page 10 of 11

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first written above.


SIGNED, SEALED AND             )
DELIVERED in the presence of:  )
                               )
/s/ JAMES E. REIF              )          /s/ Robert J. Millstone
-----------------------------  )          -------------------------------------
James E. Reif                  )          Robert J. Millstone


                                          PHILIP SERVICES CORPORATION


                                          /s/ Robert L. Knauss
                                          -------------------------------------
                                          Robert L. Knauss, Chairman and
                                          Principal Executive Officer


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