Exhibit 10.78
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
(Tier 2 Employees)
THIS AMENDMENT to the Change of Control Agreement, dated as of February 5, 2007 (the “Agreement”)
is made as of this 31st day of December, 2008 by and between American Ecology Corporation, a Delaware
corporation (the “Company”) and John M. Cooper (the “Employee”).
WHEREAS , the Company and the Employee desire to amend the Agreement to comply with the final
regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and
WHEREAS , capitalized terms not otherwise defined herein shall have the meanings ascribed to them by the
Agreement.
NOW, THEREFORE , the Company and the Employee, intending to be legally bound, hereby amend the
Agreement as follows, effective as of December 31, 2008:
“1.1 Effect of Agreement . This Agreement shall commence on the Effective date and shall
remain in full force and effect so long as Employee is employed by Company; provided, however, that upon the
Employee’s termination of employment pursuant to Section 3.1(ii) hereof this Agreement shall renew for a period
beginning on the date of such Termination Event and expiring upon the effective date of the Change of Control;
and, provided, further, that the expiration of this Agreement shall not affect Employee’s right to any payment to
which Employee is entitled hereunder.
“3.1 Involuntary Termination Upon or Following Change of Control . In the event
Employee’s employment with the Company or one of its subsidiaries is involuntarily terminated at any time by the
Company without Cause either (i) at the time of or within twelve (12) months following the occurrence of a
Change of Control, or [(ii) at any time prior to a Change of Control, if such termination is at the request of an
Acquiror (as defined below),] then such termination of employment will be a Termination Event and the Company
shall pay Employee the compensation and benefits described in Arti