8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 5, 2011

SWISHER HYGIENE INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-35067	27-3819646
(Commission File Number)	(I.R.S. Employer Identification No.)

4725 Piedmont Row Drive, Suite 400
Charlotte, North Carolina	28210
(Address of Principal Executive Offices)	(Zip Code)

(704) 364-7707
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Stock Incentive Plan

     On May 5, 2011, the stockholders of Swisher Hygiene Inc. (“Swisher Hygiene” or the “Company”) approved the Amended and Restated Swisher Hygiene Inc. 2010 Stock Incentive Plan (the “Stock Incentive Plan”) at Swisher Hygiene’s 2011 Annual Meeting of Stockholders. The purposes of the Stock Incentive Plan are to attract, retain and reward employees, officers, directors (employee or non-employee directors) or consultants of the Company and its subsidiaries and affiliates, and other persons who may provide services to the Company (“Eligible Individuals”) and to link compensation to measures of performance; thereby providing (1) additional incentives to such persons to create stockholder value and (2) such persons with an opportunity to acquire a proprietary interest in the Company. The Stock Incentive Plan will allow us to grant a variety of stock-based and cash-based awards to Eligible Individuals.

Description of the Stock Incentive Plan

     The following is a brief description of the Stock Incentive Plan’s material features. This description is qualified in its entirety by reference to the full text of the Stock Incentive Plan, which is an exhibit to this report and is incorporated herein by reference.

     Administration. The Stock Incentive Plan will be administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The Committee has the full authority to administer and interpret the Stock Incentive Plan, to authorize the granting of awards, to determine the eligibility to receive an award, to determine the number of shares of common stock to be covered by each award (subject to the individual participant limitations provided in the Stock Incentive Plan), to determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the Stock Incentive Plan), to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the Stock Incentive Plan or the administration or interpretation thereof. In connection with this authority, the Committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. The Committee administering the Stock Incentive Plan will consist of two or more non-employee directors, each of whom is intended to be, to the extent required by Rule 16b-3 under the Exchange Act, a non-employee director and will, at such times as the Company is subject to Section 162(m) of the Internal Revenue Code (the “Code”), qualify as an outside director for purposes of Section 162(m) of the Code; if no Committee exists, the function of the Committee will be performed by the Board, provided, however, that a Committee shall be created prior to the grant of awards to a covered employee and that grants of awards to a covered employee shall be made only by such Committee.

     Eligibility. Officers, employees, including persons who have agreed to become employees, directors of, and persons providing substantial bona fide personal services to, the Company and certain related entities are eligible to be selected as award recipients. Incentive stock options may only be granted to employees of the Company that meet the required definition for purposes of incentive stock options under the Code.

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     Type of Awards. The Stock Incentive Plan gives the Committee the flexibility to grant a variety of instruments including stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance shares and performance units. Awards may be granted alone or in combination with any other award granted under the Stock Incentive Plan or any other plan. The Committee will determine the size of each award to be granted (including, where applicable, the number of shares to which an award will relate), and all other terms and conditions of each award.

     Limitations on Awards. The aggregate number of shares that may be issued under the Stock Incentive Plan will not exceed 11,400,000. A maximum of 6,000,000 shares may be subject to grants of incentive stock options. A maximum of 5,700,000 shares may be issued in connection with awards other than stock options and stock appreciation rights that are settled in common stock. A maximum of 600,000 shares may be subject to grants of stock options or stock appreciation rights to any one Eligible Individual during any one fiscal year. A maximum of 350,000 shares may be subject to grants of performance shares, restricted stock, and awards of common stock to any one Eligible Individual during any one fiscal year. The maximum value at grant date of grants of performance units which may be granted to any one Eligible Individual during any one fiscal year shall be $1,000,000. Shares issued under the Stock Incentive Plan that are reacquired by the Company in connection with a cancellation, forfeiture, termination or other failure to satisfy performance conditions will generally not be treated as having been issued for purposes of the share limitation. Shares delivered under the Stock Incentive Plan may be newly issued shares, treasury shares, or shares acquired in the open market.

     Awards may not be assigned other than by will or the laws of descent and distribution.

     Unless permitted under the rules and regulations of the Toronto Stock Exchange, the number of shares of common stock which may be issued to Insiders (as defined below) at any time and the number of awards that may be granted to Insiders within the 12 month period under the Stock Incentive Plan and under each of the Corporation’s other securities based compensation arrangements, may not exceed in aggregate, 10% of the issued common stock. The term “Insiders” generally includes the Company’s directors, executive officers and shareholders of the Company that own more than 10% of the Company’s stock (by voting power).

     The following describes the treatment of the awards under the Stock Incentive Plan in the event of participant’s termination of employment or other service with the Company. Unvested stock options shall expire upon the earlier of the date of participant’s termination of employment or other service with the Company or expiration of the stock option’s term. Once vested, stock options shall expire on the earlier of: (i) 90 days following a participant’s termination of employment or other service with the Company for reasons other than cause, disability or death; (ii) one year following a participant’s termination of employment or other service with the Company by reason of disability or death; and (iii) the expiration of the stock option’s term. In the event the termination is for cause, any option held by the participant at the time of such termination shall be deemed to have terminated and expired upon the date of such termination. Restricted stock and restricted stock units shall be immediately forfeited and, in the case of restricted stock, returned to the Company, if a participant’s employment or other service with the Company terminates for any reason. Performance shares and performance units shall be cancelled and forfeited immediately upon termination unless such termination is as a result of death or disability, in which case the participant or their estate, devisee or heir at law shall be entitled to a proportionate payment at the end of the applicable performance period.

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     Adjustments. In the event outstanding shares of the Company common stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, reorganization, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock of the Company or other increase or decrease in such shares effected without receipt of consideration by the Company, the Committee will adjust the number and kind of shares subject to the aggregate and individual share limitations to the extent equitable and appropriate. The Committee will also make appropriate and equitable adjustments to outstanding awards upon occurrence of these events to preserve the awards without enhancing their value. These adjustments may include changes to the number of shares subject to an award, the exercise price or share price referenced in the award terms, and other terms of the award.

     Amendment, Termination. Our Board may amend, suspend, discontinue, or terminate the Stock Incentive Plan or the Committee’s authority to grant awards under the Stock Incentive Plan without stockholder approval, provided that stockholder approval will be required for any amendment that will require stockholder approval as a matter of law or regulation including the rules of any stock exchange or automated quotation system on which the common stock may then be listed or granted.

     Stockholder approval shall be required for any amendment: (i) that changes the class of individuals eligible to receive awards under the plan; (ii) that increases the maximum number of shares of common stock in the aggregate that may be subject to awards that are granted under the plan; (iii) the approval of which is necessary to comply with federal or state law; (iv) any amendment to increase or remove the insider participation limit set forth in the Stock Incentive Plan; or (v) that proposes to eliminate a requirement provided under the Stock Incentive Plan that the Company stockholders must approve an action to be undertaken under the Stock Incentive Plan.

     Code Section 409A. It is intended that awards granted under the Stock Incentive Plan either be exempt from or comply with the requirements of Code Section 409A. The Committee may amend any outstanding award without the participant’s consent if such amendment is required to either comply with Section 409A of the Code or prevent the participant from being subject to any tax or penalty under Section 409A.

     Subject to stockholder approval, which approval was obtained on May 5, 2011, on November 2, 2010, our named executive officers were granted equity awards under the Stock Incentive Plan as follows: (1) Steven R. Berrard received 251,196 RSUs and 107,656 stock options; (2) Thomas Aucamp received 110,526 RSUs and 47,368 stock options; (3) Thomas Byrne received 115,550 RSUs and 49,522 stock options; and (4) Hugh Cooper received 122,500 RSUs and 52,500 stock options. In addition, on November 2, 2011, Michael Kipp, who was appointed our Senior Vice President and Chief Financial Officer on May 5, 2011, was granted 66,986 RSUs and 28,708 stock options, which grants were subject to the stockholder approval obtained on May 5, 2011. The RSUs vest in four equal annual installments beginning November 2, 2011. The stock options also vest in four equal annual installments beginning on November 2, 2011 and are exercisable at a price of $4.18 per share.

Performance Incentive Plan

     On May 5, 2011, the stockholders of Swisher Hygiene approved the Swisher Hygiene Inc. Senior Executive Officers Performance Incentive Bonus Plan (the “Performance Incentive Plan”) at Swisher Hygiene’s 2011 Annual Meeting of Stockholders. The purpose of the Performance Incentive Plan is to attract, retain and motivate key employees by providing cash performance bonuses to designated key employees of Swisher Hygiene or its subsidiaries.

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Description of the Performance Incentive Plan

     The following is a description of the Performance Incentive Plan’s material features. This description is qualified in its entirety by reference to the full text of the Performance Incentive Plan, a copy of which is an exhibit to this report and is incorporated herein by reference.

     Administration. The Performance Incentive Plan shall be administered by the Committee. The Committee shall have the exclusive authority and responsibility to: (i) interpret the Performance Incentive Plan; (ii) approve the designation of eligible participants; (iii) set the performance criteria for awards under the Performance Incentive Plan within the Performance Incentive Plan guidelines; (iv) determine the timing and form of amounts to be paid out under the Performance Incentive Plan and the conditions for payment thereof; (v) certify attainment of performance goals and other material terms; (vi) reduce performance bonuses as provided in the Performance Incentive Plan; (vii) authorize the payment of all benefits and expenses of the Performance Incentive Plan as they become payable under the Performance Incentive Plan; (viii) adopt, amend and rescind rules and regulations relating to the Performance Incentive Plan; and (ix) make all other determinations and take all other actions necessary or desirable for the Performance Incentive Plan’s administration, including, without limitation, correcting any defect, supplying any omission or reconciling any inconsistency in this Performance Incentive Plan in the manner and to the extent it shall deem necessary to carry this Performance Incentive Plan into effect, but only to the extent such action would be permitted under Code Section 162(m). The Committee shall be appointed by the Board to administer this Performance Incentive Plan; it is intended that all of the members of the Committee shall satisfy the requirements to be outside directors, as defined under Code Section 162(m).

     Eligibility. Key employees of the Company and its subsidiaries are eligible to be selected as award recipients under the Performance Incentive Plan.

     Awards and Performance Goals. Under the Performance Incentive Plan the Committee may grant Performance Incentive Eligible Individuals cash awards (the “Awards”). The Committee will determine the size of each Award to be granted and all other terms and conditions of each Award. Unless otherwise provided by the Committee, the payment of the Awards shall be contingent on achievement of one or more of certain performance goals (the “Performance Goals”). Such Performance Goals may incorporate, if and only to the extent permitted under Code Section 162(m), provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and similar type events or circumstances. To the extent any such provision would create impermissible discretion such that the Awards may not meet Code Section 162(m) performance-based exception, such provision shall be of no force or effect. Performance Goals will be based on one or more of the following criteria, as determined by the Committee in its absolute and sole discretion:

i.	the attainment of certain target levels of, or a specified increase in, the Company’s enterprise value or value creation targets;
ii.	the attainment of certain target levels of, or a percentage increase in, the Company’s after-tax or pre-tax profits including, without limitation, that attributable to the Company’s continuing and/or other operations;
iii.	the attainment of certain target levels of, or a specified increase relating to, the Company’s operational cash flow or working capital, or a component thereof;

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iv.	the attainment of certain target levels of, or a specified decrease relating to, the Company’s operational costs, or a component thereof;
v.	the attainment of a certain level of reduction of, or other specified objectives with regard to limiting the level of increase in all or a portion of bank debt or other of the Company’s long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee;
vi.	the attainment of a specified percentage increase in earnings per share or earnings per share from the Company’s continuing operations;
vii.	the attainment of certain target levels of, or a specified percentage increase in, the Company’s net sales, revenues, net income or earnings before income tax or other exclusions;
viii.	the attainment of certain target levels of, or a specified increase in, the Company’s return on capital employed or return on invested capital;
ix.	the attainment of certain target levels of, or a percentage increase in, the Company’s after-tax or pre-tax return on shareholder equity;
x.	the attainment of certain target levels in the fair market value of the Company’s common stock;
xi.	the growth in the value of an investment in the Company’s common stock assuming the reinvestment of dividends;
xii.	successful mergers, acquisitions of other companies or assets and any cost savings or synergies associated therewith; and/or
xiii.	the attainment of certain target levels of, or a specified increase in, EBITDA (earnings before income tax, depreciation and amortization).

     In addition, Performance Goals may be based upon the attainment by a subsidiary, division or other operational unit of the Company of specified levels of performance under one or more of the measures described above. Further, the Performance Goals may be based upon the attainment by the Company (or subsidiary, division or other operational unit of the Company) of specified levels of performance under one or more of the foregoing measures relative to the performance of other corporations. To the extent permitted under Code Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may (i) designate additional business criteria upon which the Performance Goals may be based; (ii) modify, amend or adjust the business criteria described herein or (iii) incorporate in the Performance Goals provisions regarding changes in accounting methods, corporate transactions (including, without limitation, dispositions or acquisitions) and similar events or circumstances. Performance Goals may include a threshold level of performance below which no Award will be earned, levels of performance at which an Award will become partially earned and a level at which an Award will be fully earned.

     Maximum Award. The maximum amount of Award payable to a Performance Incentive Eligible Individual during any one fiscal year of the Company is $1,500,000.

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     Subject to stockholder approval, which approval was obtained on May 5, 2011, on February 10, 2011, the Committee approved 2011 annual cash incentive bonus targets as a percentage of annual base salaries for each of the named executive officers as follows: Mr. Berrard — 60%; Mr. Byrne — 50%; Mr. Aucamp — 50%; and Mr. Cooper 40%. Also, on May 5, 2011, the Committee approved a cash incentive bonus target of 50% of base salary for Mr. Kipp. The payment of such bonuses is based on the Company achieving its budgeted EBITDA (earnings before interest, taxes, depreciation and amortization) for the fiscal year ending December 31, 2011 and, as a result, the amounts that will be received by each of the named executive officers, under the Performance Incentive Plan are not presently determinable.

Appointment of Officers

     On May 5, 2011, the Board of Swisher Hygiene appointed Michael Kipp, 56, as Senior Vice President and Chief Financial Officer. Mr. Kipp has served as the Company’s chief accounting officer since the Company’s merger with Swisher International Inc., which was completed on November 2, 2010, and has previously served as the chief accounting officer for Swisher International Inc. since July 2010. Before that, Mr. Kipp was the co-Founder and President of Strategic Advisory Service, a business advisory firm which he co-founded in 2008. From 2003 through 2008, Mr. Kipp served as President and Chief Financial Officer of SUSS MicroTec Inc., a leading public company manufacturer of capital equipment to the semiconductor marketplace. From 1999 to 2003, Mr. Kipp served as Vice President, Corporate Controller of ANC Rental Corporation, the parent company of Alamo and National Car Rental. From 1997 to 1999, Mr. Kipp was Vice President, Finance for AutoNation, Inc. From 1991 to 1996, he was Vice President of Financial Planning and Reporting of Blockbuster Entertainment. Before 1991, Mr. Kipp held various senior financial positions for other international public companies.

     On May 10, 2011 (the “Effective Date”), the Company and Mr. Kipp entered into an employment agreement providing for his service as the Company’s Senior Vice President and Chief Financial Officer (the “Agreement”). The Agreement expires 24 months from the Effective Date and provides for an annual base salary of $220,000, which may be reviewed annually and adjusted by the Compensation Committee or the Chief Executive Officer, as appropriate. During the term of the Agreement, Mr. Kipp will be eligible to participate in the Company’s Stock Incentive Plan and Performance Incentive Plan. Mr. Kipp’s awards under these plans are set forth above under the discussions of the Stock Incentive Plan and Performance Incentive Plan, respectively. Mr. Kipp will also be eligible to participate in the Company’s health plan and 401(k) plan and to receive such other benefits as are available to our employees of comparable rank.

     Under the terms of the Agreement, Mr. Kipp may be terminated by the Company with or without “Cause” (as such term is defined in the Agreement), with such termination being effective upon written notice from the Company. If Mr. Kipp is terminated for Cause, he or his legal representatives will be entitled to receive: (i) that portion of his unpaid salary prorated through the date of termination, and the Company shall have no further obligations to Mr. Kipp under the Agreement. In particular, upon termination for Cause, the Company shall have no obligation to pay Employee any unpaid awards under the Company’s Performance Incentive Plan or other bonus plan of the Company in which Mr. Kipp then participates that has not become due or payable at the time of the termination and any unvested or unexercised equity awards under the Stock Incentive Plan or any other Company equity plan will immediately be cancelled, except as required by law or any applicable plan. Mr. Kipp’s resignation (other than in connection with a Change in Control as described below) or any other termination of employment by Mr. Kipp, either expressly or by abandonment, the Employee is considered a termination for Cause.

     If Mr. Kipp is terminated by the Company without Cause, he will be entitled to receive (i) continued payment of his salary for a period of twelve (12) months following the date of termination or through the end of the term of the agreement, whichever is greater, or for a period of fifteen months (or through the end of the term of the agreement, whichever is greater) if at such time Mr. Kipp is a full-time resident of Mecklenburg County, North Carolina, or any of the bordering counties and (ii) any unpaid bonus then due and payable to Mr. Kipp pursuant to the terms of the Performance Incentive Plan or any other bonus plan of the Company in which Mr. Kipp participates.

     Upon certain Change in Control events (as defined in the Agreement), if Mr. Kipp is not appointed to a position of comparable title and duties, other than as a result of Mr. Kipp’s rejecting any such offer, then, upon 60 days written notice to the Company, and Company’s failure to so appoint Mr. Kipp to a position of comparable title and duties within 30 days of such notice, Mr. Kipp will be entitled to receive either: (i) the full amount of his compensation through the end of the term or (ii) the full amount of his compensation for a period of eighteen (18) months, which ever is greater, plus accrued and unused vacation time, provided he resigns within 30 days after the Company’s failure to cure.

     The Agreement also includes usual and customary non-solicitation, non-competition, and confidentiality agreements. This description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is an exhibit to this report and is incorporated herein by reference.

     As a result of Mr. Kipp’s appointment as Chief Financial Officer on May 5, 2011, Hugh Cooper will no longer serve as the Company’s principal financial officer and Mr. Cooper was promoted by the Board to Senior Vice President and will continue to serve as the Company’s Treasurer.

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Item 5.07. Submission of Matters to a Vote of Security Holders.

     On May 5, 2011, Swisher Hygiene held its 2011 Annual Meeting of Stockholders. Below is a summary of the proposals and corresponding votes.

Proposal One: All eight nominees were elected with each director receiving votes as follows:

Nominee	For		Withheld
H. Wayne Huizenga		79,036,196		35,389
Steven R. Berrard		78,948,146		123,439
David Braley		77,693,302		1,378,283
John Ellis Bush		78,971,876		99,709
Harris W. Hudson		79,021,313		50,272
William D. Pruitt		77,679,760		1,391,825
David Prussky		77,684,990		1,386,595
Michael Serruya		79,016,899		54,686

There were 15,451,873 broker non-votes on this proposal for each nominee.

Proposal Two: An amendment to Swisher Hygiene’s certificate of incorporation to increase the authorized number of shares of common stock from 400,000,000 to 600,000,000 was approved as follows:

For	Against	Abstain
92,936,257	1,443,301	143,894

There were six broker non-votes on this proposal.

Proposal Three: An amendment to Swisher Hygiene’s certificate of incorporation to authorize 10,000,000 shares of “blank check” preferred stock was approved as follows:

For	Against	Abstain
72,251,061	6,703,027	117,497

There were 15,451,873 broker non-votes on this proposal.

Proposal Four: An amendment to our certificate of incorporation to permit stockholders to act by written consent in certain cases was approved as follows:

For	Against	Abstain
93,901,697	501,942	119,817

There were two broker non-votes on this proposal.

Proposal Five: The Stock Incentive Plan and the ratification of the awards previously granted under the Plan was approved as follows:

For	Against	Abstain
73,576,090	4,164,037	1,331,458

There were 15,451,873 broker non-votes on this proposal.

Proposal Six: The Performance Incentive Plan was approved as follows:

For	Against	Abstain
78,342,899	637,662	91,024

There were 15,451,873 broker non-votes on this proposal.

Proposal Seven: The non-binding advisory vote on the compensation of our named executive officers (“Say on Pay”) received the following votes:

For	Against	Abstain
76,615,151	583,478	1,872,956

There were 15,451,873 broker non-votes on this proposal.

Proposal Eight: The non-binding advisory vote on the frequency of future “Say on Pay” votes received the following votes:

Every 3 Years	Every 2 Years	Every Year	Abstain
68,801,788	162,210	6,630,138	3,468,449

There were 15,460,873 broker non-votes on this proposal. The Board will take into account the outcome of the vote on this proposal when considering how frequently to seek an advisory vote on Say on Pay in future years.

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Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.		Description
	10.1	Amended and Restated Swisher Hygiene Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 9, 2011).
	10.2	Swisher Hygiene Inc. Senior Executive Officers Performance Incentive Bonus Plan.
	10.3	Employment Agreement of Michael Kipp.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 10, 2011	SWISHER HYGIENE INC.
	By:	/s/ Steven R. Berrard
		Steven R. Berrard
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
	10.2	Swisher Hygiene Inc. Senior Executive Officers Performance Incentive Bonus Plan.
	10.3	Employment Agreement of Michael Kipp.

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EX-10.2

Exhibit 10.2

SWISHER HYGIENE INC.

SENIOR EXECUTIVE OFFICERS

PERFORMANCE INCENTIVE BONUS PLAN

1.   PURPOSE

The purpose of this Plan is to attract, retain and motivate key employees by providing cash performance bonuses to designated key employees of the Company or its Subsidiaries. This Plan is effective for fiscal years of the Company commencing on or after January 1, 2011, subject to approval by the stockholders of the Company in accordance with the laws of the State of Delaware.

2.   DEFINITIONS

Unless the context otherwise requires, the terms which follow shall have the following meaning:

(a) “Board” — shall mean the Board of Directors of the Company.

(b) “Cause” shall mean, with respect to a termination of employment or other service with the Company or any Subsidiary, a termination of employment or other service due to a Participant’s dishonesty, fraud, insubordination, willful misconduct, refusal to perform services (for any reason other than illness or incapacity) or materially unsatisfactory performance of the Participant’s duties for the Company or any Subsidiary; provided, however, that if the Participant and the Company (or any Subsidiary) have entered into an employment agreement or consulting agreement which defines the term Cause, the term Cause shall be defined in accordance with such agreement. The Committee shall determine in its sole and absolute discretion whether Cause exists for purposes of the Plan.

(c) “Change of Control of the Company” — shall have the meaning set forth in Exhibit A hereto.

(d) “Code” — shall mean the Internal Revenue Code of 1986, as amended and any successor thereto.

(e) “Code Section 162(m) Exception” — shall mean the exception for performance based compensation under Section 162(m) of the Code or any successor section and the Treasury regulations promulgated thereunder.

(f) “Company” — shall mean Swisher Hygiene Inc. and any successor by merger, consolidation or otherwise.

(g) “Committee” — shall mean the Compensation Committee of the Board or such other Committee of the Board that is appointed by the Board to administer this Plan; it is intended that all of the members of any such Committee shall satisfy the requirements to be outside directors, as defined under Code Section 162(m).

(h) “Individual Target Bonus” — shall mean the targeted Performance Bonus for a Performance Period as specified by the Committee in accordance with Section 5 hereof.

(i) “Participant” — shall mean a key employee of the Company or any Subsidiary selected, in accordance with Section 4 hereof, to be eligible to receive a Performance Bonus in accordance with this Plan.

(j) “Performance Bonus” — shall mean the amount paid or payable under Section 6 hereof.

(k) “Performance Goals” — shall mean the objective performance goals, formulas and standards described in Section 6 hereof.

(l) “Performance Period” — shall mean the period of time, measured in Plan Years (as specified by the Committee) over which achievement of the Performance Goals is to be measured.

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(m) “Plan” — shall mean this Swisher Hygiene Inc. Senior Executive Officers Performance Incentive Bonus Plan.

(n) “Plan Year” — shall mean a fiscal year of the Company.

(o) “Pro Rata Bonus” — shall mean a portion of a Performance Bonus equal to the Performance Bonus payable had the Participant continuously performed services throughout the applicable Performance Period and certification of applicable Performance Goals, multiplied by the percentage of days during the Performance Period prior to the date of termination during which the Participant was employed by, or otherwise performed services for, the Company, as compared to the number of days in such Performance Period.

(p) “Subsidiary” — shall mean any subsidiary of the Company, including any corporation, limited liability company, partnership or other entity that is a subsidiary of the Company, as determined by the Committee.

(q) “Swisher Bonus Program” shall mean a program or annual bonus, established from time to time, setting forth terms and conditions of Performance Bonuses under the Plan, to the extent not inconsistent with the Plan.

3.   ADMINISTRATION AND INTERPRETATION OF THE PLAN

The Plan shall be administered by the Committee. The Committee shall have the exclusive authority and responsibility to: (i) interpret the Plan; (ii) approve the designation of eligible Participants; (iii) set the performance criteria for Performance Bonuses within the Plan guidelines; (iv) determine the timing and form of amounts to be paid out under the Plan and the conditions for payment thereof; (v) certify attainment of Performance Goals and other material terms; (vi) reduce Performance Bonuses as provided herein; (vii) authorize the payment of all benefits and expenses of the Plan as they become payable under the Plan; (viii) adopt, amend and rescind rules and regulations relating to the Plan; and (ix) make all other determinations and take all other actions necessary or desirable for the Plan’s administration, including, without limitation, correcting any defect, supplying any omission or reconciling any inconsistency in this Plan in the manner and to the extent it shall deem necessary to carry this Plan into effect, but only to the extent such action would be permitted under Code Section 162(m) and the Code Section 162(m) Exception.

All decisions of the Committee on any question concerning the selection of Participants and the interpretation and administration of the Plan shall be final, conclusive and binding upon all parties. The Committee may rely on information, and consider recommendations, provided by the Board or the executive officers of the Company. The Plan is intended to comply with Code Section 162(m) and the Code Section 162(m) Exception, and all provisions contained herein shall be limited, construed and interpreted in a manner to so comply.

4.   ELIGIBILITY AND PARTICIPATION

(a) For each Performance Period, the Committee shall select the employees of the Company or its Subsidiaries who are to participate in the Plan from among the executive employees of the Company or its Subsidiaries.

(b) No person shall be entitled to any Performance Bonus under this Plan for a Performance Period unless the individual is designated as a Participant for the Performance Period. The Committee may add to or delete individuals from the list of designated Participants at any time and from time to time, in its sole discretion, subject to any limitations required to comply with Code Section 162(m) and the Code Section 162(m) Exception.

5.   PERFORMANCE BONUSES

The terms and conditions of the Performance Bonuses shall be set forth in this Plan and in any Swisher Bonus Program. For each Participant for each Performance Period, the Committee may, in its sole discretion,

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specify an Individual Target Bonus. The Individual Target Bonus may be expressed, at the Committee’s sole discretion, as a fixed dollar amount, a percentage of base pay, or an amount determined pursuant to an objective formula or standard. The Committee’s establishment of an Individual Target Bonus for a Participant for a Performance Period shall not imply or require that the same level Individual Target Bonus (if any such bonus is established by the Committee for the relevant employee) be set for any other Performance Period. At the time the Performance Goals are established (as provided in subsection 6.2 below), the Committee shall prescribe a formula to be used to determine the percentages (which may be greater than one-hundred percent (100%)) of an Individual Target Bonus that may be earned or payable based upon the degree of attainment of the Performance Goals during the Performance Period. Notwithstanding anything else herein, the Committee may, in its sole discretion, elect to pay a Participant an amount that is less than the Participant’s Individual Target Bonus (or attained percentages thereof) regardless of the degree of attainment of the Performance Goals; provided that no such discretion to reduce a Performance Bonus earned based on achievement of the applicable Performance Goals shall be permitted for the Performance Period in which a Change of Control of the Company occurs, or during such Performance Period with regard to the prior Performance Period if the Bonuses for the prior Performance Period have not been made by the time of the Change of Control of the Company, with regard to individuals who were Participants at the time of the Change of Control of the Company.

6.   PERFORMANCE BONUS PROGRAM

6.1 PERFORMANCE BONUSES.  Subject to the satisfaction of any conditions on payment, each Participant shall be eligible to receive their Performance Bonus with respect to the applicable Performance Period (or, subject to the last sentence of Section 5, such lesser amount as determined by the Committee in its sole discretion) based upon the attainment of the Performance Goals established pursuant to subsection 6.2 and the formula established pursuant to Section 5. Unless otherwise provided in the Swisher Bonus Program, no Performance Bonus shall be made to a Participant for a Performance Period unless the applicable Performance Goals for such Performance Period are attained.

6.2 OBJECTIVE PERFORMANCE GOALS, FORMULAE OR STANDARDS.  The Committee in its sole discretion shall establish the objective performance goals, formulae or standards and in the case of a “covered employee”, as defined in Code Section 162(m)(3), the Performance Bonus (if any) applicable to each Participant or class of Participants for a Performance Period in writing prior to the beginning of such Performance Period or at such later date as permitted under Code Section 162(m) and the Code Section 162(m) Exception and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Code Section 162(m), provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and similar type events or circumstances. To the extent any such provision would create impermissible discretion under the Code Section 162(m) Exception or otherwise violate the Code Section 162(m) Exception, such provision shall be of no force or effect. Performance Goals will be based on one or more of the following criteria, as determined by the Committee in its absolute and sole discretion: (i) the attainment of certain target levels of, or a specified increase in, the Company’s enterprise value or value creation targets; (ii) the attainment of certain target levels of, or a percentage increase in, the Company’s after-tax or pre-tax profits including, without limitation, that attributable to the Company’s continuing and/or other operations; (iii) the attainment of certain target levels of, or a specified increase relating to, the Company’s operational cash flow or working capital, or a component thereof; (iv) the attainment of certain target levels of, or a specified decrease relating to, the Company’s operational costs, or a component thereof (v) the attainment of a certain level of reduction of, or other specified objectives with regard to limiting the level of increase in all or a portion of bank debt or other of the Company’s long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee; (vi) the attainment of a specified percentage increase in earnings per share or earnings per share from the Company’s continuing operations; (vii) the attainment of certain target levels of, or a specified percentage increase in, the Company’s net sales, revenues, net income or earnings before income tax or other exclusions; (viii) the attainment of certain target levels of, or a specified increase in, the Company’s return on capital

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employed or return on invested capital; (ix) the attainment of certain target levels of, or a percentage increase in, the Company’s after-tax or pre-tax return on shareholder equity; (x) the attainment of certain target levels in the fair market value of the Company’s common stock; (xi) the growth in the value of an investment in the Company’s common stock assuming the reinvestment of dividends; (xii) successful mergers, acquisitions of other companies or assets and any cost savings or synergies associated therewith and/or (xiii) the attainment of certain target levels of, or a specified increase in, EBITDA (earnings before income tax, depreciation and amortization).

In addition, Performance Goals may be based upon the attainment by Subsidiary, division or other operational unit of the Company of specified levels of performance under one or more of the measures described above. Further, the Performance Goals may be based upon the attainment by the Company (or Subsidiary, division or other operational unit of the Company) of specified levels of performance under one or more of the foregoing measures relative to the performance of other corporations. To the extent permitted under Code Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may (i) designate additional business criteria upon which the Performance Goals may be based; (ii) modify, amend or adjust the business criteria described herein or (iii) incorporate in the Performance Goals provisions regarding changes in accounting methods, corporate transactions (including, without limitation, dispositions or acquisitions) and similar events or circumstances. Performance Goals may include a threshold level of performance below which no Performance Bonus will be earned, levels of performance at which a Performance Bonus will become partially earned and a level at which a Performance Bonus will be fully earned.

6.3 MAXIMUM PERFORMANCE BONUS.  The maximum amount of Performance Bonuses payable to a Participant during any one Plan Year is $1,500,000.

6.4 PAYMENT DATE; COMMITTEE CERTIFICATION.  The Performance Bonuses may be paid at such time after the Performance Period in which they are earned, as determined by the Committee but not before the Committee certifies in writing that the Performance Goals specified pursuant to subsection 6.2 were, in fact, satisfied. The Committee may place such additional conditions on payment thereof as it shall determine. Notwithstanding anything in this Section 6.4 to the contrary, the payment of the Performance Bonus shall be made during the calendar year immediately following the calendar year in which the corresponding Performance Period ends.

6.5 CLAWBACK.  Unless otherwise provided in the Swisher Bonus Program, if: a) the amount of the Performance Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of the Performance Bonus that would have been awarded to the Participant had the financial results been properly reported would have been lower than the amount actually awarded (such lower Performance Bonus shall be referred to herein as the “Restated Performance Bonus”), then the Board shall have the full and absolute discretion, to the full extent permitted by governing law, require reimbursement of any Performance Bonus under the Plan (including any bonus or incentive compensation that has been deferred) to the extent such Performance Bonus exceeds the Restated Performance Bonus.

6.6 CONTINUOUS SERVICE REQUIREMENT.  Unless otherwise provided herein, in the Swisher Bonus Program or in any written agreement between the Company (or any Subsidiary) and the Participant, the Participant must continuously perform services for the Company or its Subsidiaries in the course of the Performance Period and until Performance Bonuses for the applicable Performance Period have been paid out pursuant to Section 6.4 hereof, in order to be eligible for a Performance Bonus with respect to such Performance Period. Unless otherwise provided by the Committee, temporary absence from employment or other service including for reasons such as illness, vacation, approved leaves of absence or military service shall not constitute a termination of employment or other service for purposes of the immediately preceding sentence. Unless otherwise provided by applicable law, if a Participant is temporary absent from employment or other service including for reasons such as illness, vacation, approved leaves of absence or military service for more than 4 weeks during the Performance Period, the Performance Bonus for such Performance Period

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the Participant would otherwise be eligible for shall be prorated based on the number of weeks the Participant performed services for the Company or any Subsidiary during the course of the Performance Period.

7.   PARTIAL BONUSES

Unless otherwise provided in the Swisher Bonus Program or in any written agreement between the Company (or any Subsidiary) and the Participant, the Participant shall be eligible for Pro Rata Bonus, for a Performance Period in the event of death, “disability” (within the meaning of Code Section 22(e)(3)) or termination of employment or other services within 12 months following the Change of Control (other than for Cause) which occur prior to the Performance Bonuses for the applicable Performance Period being paid out pursuant to Section 6.4 hereof. Unless otherwise provided in the Swisher Bonus Program, all such Pro Rata Bonuses shall be contingent on achievements of the Performance Goals for the applicable Performance Period.

8.   NON-ASSIGNABILITY

No Performance Bonus under this Plan or payment thereof nor any right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, garnishment, execution or levy of any kind or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber and to the extent permitted by applicable law, charge, garnish, execute upon or levy upon the same shall be void and shall not be recognized or given effect by the Company.

9.   NO RIGHT TO EMPLOYMENT

Nothing in the Plan or in any notice of bonus pursuant to the Plan shall confer upon any person the right to continue in the employment of the Company or one of its subsidiaries or affiliates nor affect the right of the Company or any of its subsidiaries or affiliates to terminate the employment of any Participant.

10.   AMENDMENT OR TERMINATION

While the Company hopes to continue the Plan indefinitely, it reserves the right in its Board (or a duly authorized committee thereof) to amend, suspend or terminate the Plan or any bonus thereunder, or to adopt a new plan in place of this Plan at any time; provided, that no such amendment shall, without the prior approval of the stockholders of the Company in accordance with the laws of the State of Delaware to the extent required under Code Section 162(m): (i) alter the Performance Goals as set forth in Section 6.2; (ii) increase the maximum amounts set forth in subsection 6.3; (iii) change the class of eligible employees set forth in Section 4(a); or (iv) implement any change to a provision of the Plan requiring stockholder approval in order for the Plan to continue to comply with the requirements of the Code Section 162(m) Exception. Furthermore, unless explicitly provided herein, no amendment, suspension or termination shall, without the consent of the Participant, alter or impair a Participant’s right to receive payment of a Performance Bonus for a Performance Period otherwise payable hereunder.

11.   SEVERABILITY

In the event that any one or more of the provisions contained in the Plan shall, for any reason, be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Plan and the Plan shall be construed as if such invalid, illegal or unenforceable provisions had never been contained therein.

12.   WITHHOLDING

The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of payments pursuant to the Plan.

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13.   GOVERNING LAW

This Plan and any amendments thereto shall be construed, administered, and governed in all respects in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable principles of conflict of laws).

14.   IRS CODE SECTION 409A.

14.1 GENERAL.  It is the intention of both the Company and the Participant that the benefits and rights to which the Participant is entitled pursuant to this Plan are exempt from or comply with Section 409A of the Code, and the regulations issued thereunder (collectively “Code Section 409A”) to the extent that the requirements of Code Section 409A are applicable thereto, and the provisions of this Plan shall be construed in a manner consistent with that intention. If the Participant or the Company believes, at any time, that any such benefit or right that is subject to Code Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Code Section 409A (with the most limited possible economic effect on the Participant and on the Company).

14.2 DISTRIBUTIONS ON ACCOUNT OF SEPARATION FROM SERVICE.  To the extent required to comply with Code Section 409A, any payment or benefit required to be paid under this Plan on account of termination of the Participant’s employment, service (or any other similar term) shall be made only in connection with a “separation from service” with respect to the Participant within the meaning of Code Section 409A.

14.3 NO ACCELERATION OF PAYMENTS.  Neither the Company nor the Participant, individually or in combination, may accelerate any payment or benefit that is subject to Code Section 409A, except in compliance with Code Section 409A and the provisions of this Plan, and no amount that is subject to Code Section 409A shall be paid prior to the earliest date on which it may be paid without violating Code Section 409A.

14.4 SIX MONTH DELAY FOR SPECIFIED EMPLOYEES.  In the event that the Participant is a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Plan constitutes deferred compensation under Code Section 409A, then the Company and the Participant shall cooperate in good faith to undertake any actions that would cause such payment or benefit not to constitute deferred compensation under Code Section 409A. In the event that, following such efforts, the Company determines (after consultation with its counsel) that such payment or benefit is still subject to the six-month delay requirement described in Code Section 409A(2)(b) in order for such payment or benefit to comply with the requirements of Code Section 409A, then no such payment or benefit shall be made before the date that is six months after the Participant’s “separation from service” (as described in Code Section 409A) (or, if earlier, the date of the Participant’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

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EXHIBIT A

Change of Control of the Company shall mean that one of the following has occurred:

(i) any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities;

(ii) during any period of two (2) consecutive years individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii), or (iv) of this section) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(iii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than twenty-five percent (25%) of the combined voting power of the Company’s then outstanding securities shall not constitute a Change of Control of the Company; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets other than (x) the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or (y) pursuant to a spinoff type transaction, directly or indirectly, of such assets to the stockholders of the Company.

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EX-10.3

Exhibit 10.3

EMPLOYMENT AND NON-COMPETE AGREEMENT

     This EMPLOYMENT AND NON-COMPETE AGREEMENT (“Agreement”) is entered into as of May 10, 2011 (the “Effective Date”) by and between SWISHER HYGIENE INC., a DELAWARE corporation (the“Company”), and Michael Kipp, an individual resident of the State of Vermont (the “Employee”).

     WHEREAS, the Employee has been providing consulting services for the Company;

     WHEREAS, the Company desires to hire Employee as Senior Vice President, Chief Financial Officer and accordingly the Employee desires to accept employment;

     WHEREAS, in his position of confidence and trust, Employee will have substantial contact with and gain significant knowledge of the Company’s trade secrets and confidential and proprietary information; and

     WHEREAS, the Company wishes to protect its confidential and trade secret information, intellectual property and other legitimate business interests;

     Now, therefore, in consideration of Employee’s employment with the Company, Employee’s receipt of Company’s confidential and trade secret information, the promises and mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Employment; Term; Compensation.

          (a) Employment. The Company agrees to hire Employee as Senior Vice President, Chief Financial Officer, and the Employee agrees to accept employment, subject to the terms and conditions of this Agreement.

          (b) Term. The period during which the Employee shall serve as Senior Vice President, Chief Financial Officer of the Company shall commence on the Effective Date and, unless earlier terminated pursuant to this Agreement, shall expire twenty-four months from the anniversary of the Effective Date (the “Term”).

          (c) Duties and Responsibilities. During the Term, the Employee shall have such authority and responsibility and perform such duties as may be assigned to the Employee from time to time at the direction of the CEO or his designee (the “CEO “) and in the absence of such assignment, such duties customary to Employee’s position as are necessary to the business and operations of the Company. During the Term, the Employee’s employment shall be full time and the Employee shall perform Employee’s duties honestly, diligently, competently, in good faith and in the best interests of the Company and shall use Employee’s best efforts to promote the interests of the Company.

          (d) Compensation. In consideration of the Employee’s services hereunder and strict compliance with the restrictive covenants and other obligations imposed on the Employee in this Agreement, the Employee shall be paid an annual base salary of $220,000.00 (the “Salary”), less applicable deductions and withholdings, payable in equal installments and in accordance with the Company’s customary payroll practices, which Salary may be reviewed and adjusted annually by the Chief Executive Officer or the Compensation Committee of the Board of Directors of the Company, whichever is appropriate

          (e) Discretionary Incentive Bonus. During the Term, Employee shall be eligible to receive a bonus (“Bonus”) in accordance with the terms and conditions set forth in the Swisher Hygiene Inc. Senior Executive Officers Performance Incentive Plan which is incorporated as Schedule A of this Agreement, as the same may be modified by the Company from time to time (the “Bonus Plan”).

          (f) Stock Incentive Plan. During the Term, Employee shall be eligible to participate in the Company’s Stock Incentive Plan at the time of entering into this Agreement and shall be entitled to periodic grants consistent with the Company’s policies generally applicable to its employees of comparable rank and status as the Employee, in each case subject to and in accordance with the terms and conditions of such plans and policies as in effect from time to time.

          (g) Other Compensation Plans. During the Term, Employee shall be eligible to participate in other compensation and benefit plans that the Company may offer and his participation therein shall be consistent with the Company’s policies generally applicable to its employees of comparable rank and status as the Employee, in each case subject to and in accordance with the terms and conditions of such plans and policies as in effect from time to time.

          (h) Benefits. During the Term, Employee shall be eligible to participate in the Company’s health insurance plans at the time of entering into this Agreement and in the Company’s 401k plan, and shall be entitled to vacation days consistent with the Company’s vacation policies generally applicable to its employees of comparable rank and status as the Employee, in each case subject to and in accordance with the terms and conditions of such plans and policies as in effect from time to time.

          (i) No Other Compensation or Benefits; Payment. The compensation and benefits specified in this Section 1 of this Agreement shall be in lieu of any and all other compensation and benefits. Payment of all compensation and benefits to Employee hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes.

     2. Termination.

          (a) Death, Disability and Cause. At any time during the Term, the Company shall have the right to terminate the Term and to discharge the Employee for Cause (as herein defined) effective upon delivery of written notice to the Employee. Upon any such termination by the Company for Cause, the Employee or the Employee’s legal representatives shall be entitled to: (i) that portion of the unpaid Salary prorated through the date of termination, and the Company shall have no further obligations hereunder from and after the date of such termination. In particular, but without limitation of the foregoing, upon any termination by the Company of Employee’s employment for Cause, the Company shall have no obligation to pay Employee any unpaid Bonus that has not become due or payable at the time of the Company’s termination of Employee’s employment and shall have no further obligation to provide Employee with any of the Benefits described in Section 1(f) except as required by law or any applicable plan. Termination for “Cause” shall mean termination because of (i) the Employee’s breach of any of the Employee’s covenants contained in this Agreement or breach of any representation or warranty in this Agreement, (ii) the Employee’s failure or refusal to perform any of the duties or responsibilities required to be performed by the Employee , (iii) the Employee’s gross negligence or willful misconduct in the performance of the Employee’s duties hereunder, (iv) the Employee’s commission of an act of dishonesty affecting the Company or the commission of an act constituting common law fraud or a felony, (v) the Employee’s commission of an act (other than the good faith exercise of the Employee’s business judgment in the exercise of the Employee’s responsibilities) resulting in any damages to the Company, (vi) the Employee’s death or (vii) the Employee’s inability to perform any of the Employee’s duties or responsibilities as provided in this Agreement due to the Employee’s physical or mental disability or illness extending for, or reasonably expected to extend for, greater than sixty (60) days (as determined in good faith by the CEO). If the Employee shall resign or otherwise terminate the Employee’s employment with the Company (other than for “Good Reason” as set forth under Section 2(d)), either expressly or by abandonment, the Employee shall be deemed for purposes of this Agreement to have been terminated for Cause. The determination of whether Cause exists shall be made by the CEO or its designee, in its sole discretion, and such determination shall be final, absolute and binding on the Employee.

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          (b) Without Cause. At any time during the Term, the Company shall have the right to terminate the Term and to discharge the Employee without Cause effective upon delivery of written notice to the Employee. If Employee is terminated by the Company during the Term without Cause, the Employee shall be entitled to receive (i) continued payment of the Employee’s Salary (less applicable taxes and withholdings required by law) for a period of twelve (12) months following the date of termination or through the end of the Term, whichever is greater, payable when and as the same would have been due and payable under the terms of this Agreement but for such termination; provided, however, if Employee is a full-time resident of Mecklenburg County North Carolina, or any county bordering Mecklenburg County, North Carolina, on the date of termination of employment, Employee will be entitled to continued payment of his Salary (less applicable taxes and withholdings required by law) for a period of fifteen (15) months following the date of termination of employment or through the end of the Term, whichever is greater payable when and as the same would have been due and payable under the terms of this Agreement but for such terminationand (ii) any then unpaid Bonus then due and payable to Employee pursuant to the terms of the Bonus Plan, if any (and otherwise the Company shall have no further obligations hereunder from and after the date of such termination). The parties agree that the Employee shall only be entitled to the payments under this paragraph as long as the Employee is, and following termination of his employment remains, in strict compliance with the provisions of Sections 3, 4, 5 and 7 of this Agreement. Employee acknowledges that if he is terminated without Cause, he will not be entitled to payment of any other benefits by Company after the date of termination.

          (c) Employee may terminate employment upon written notice of termination and will be paid the regular salary to the date of termination, plus any accrued and unused vacation, but will not be entitled to any portion of any unpaid Bonus that has not become due or payable at the time of the termination, although the Company may, in its sole discretion, elect to make such payment in the form of a severance payment.

          (d) Termination by Employee for Good Reason. The Employee may terminate this Agreement and his employment for Good Reason, as defined herein; upon written notice to the Chief Executive Officer of the Company setting forth in reasonable detail the facts and circumstances upon which the Employee shall have determined that Good Reason exists. For purposes herein, “Good Reason” shall mean the occurrence of a Change in Control (as defined below) and Employee is not appointed to a position with acquirer of comparable title and duties, unless the Employee rejects the offer of the position. For purposes hereof, “Change in Control” shall be deemed to have occurred upon the occurrence of any of the following events:

     (i) the sale of all or substantially all of the Company’s assets to a single unaffiliated purchaser or group of associated unaffiliated purchasers; or

     (ii) the sale, exchange or other disposition, in one transaction or series of related transactions, of a majority of the Company’s outstanding voting capital stock to an unaffiliated company; or

     (iii) the Company’s decision to terminate its business and liquidate its assets; or

     (iv) the merger or consolidation of the Company with an unaffiliated company as a result of which the owners of the Company’s outstanding voting capital stock prior to such transaction cease to own a majority of the outstanding voting capital stock of the surviving company immediately after the consummation of such transaction;

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provided, however, that for a termination of employment by the Employee to be for Good Reason, the Employee must notify the Company in writing of the event giving rise to Good Reason within sixty (60) days following the occurrence of the event (or if later the Employee’s knowledge of occurrence of the event), the event must remain uncured after the expiration of thirty (30) days following the delivery of written notice of such event to the Company by the Employee, and the Employee must resign effective no later than thirty (30) days following the Company’s failure to cure the event. In the event that the Employee’s employment is terminated by the Employee for Good Reason, the Employee shall be entitled to receive the greater of: (i) the full amount of his compensation through the end of the Term or (ii) the full amount of his compensation for a period of eighteen (18) months, plus accrued and unused vacation.

     3. Restrictive Covenants.

          (a) In consideration of the foregoing, the Employee agrees that during the Term and for a period of two (2) years following termination of the Term for any or no reason, whether any such termination is voluntary or involuntary, the Employee shall not directly or indirectly, on his/her own behalf or on behalf of others:

     (i) alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, or security holder of any company, entity or business, in the same or similar capacity to that which s/he occupied while in the Company’s employ, compete with the Company by engaging in, or financing, or providing financial assistance with respect to, or otherwise participating or being involved in any business activity that is the same as or similar to, or that is otherwise directly or indirectly in competition with, the Protected Business (as herein defined) conducted by the Company or any of the other Employer Companies (as herein defined) anywhere in the Restricted Territory (as herein defined); provided, however, that the beneficial ownership of less than two percent (2%) of any class of securities of any entity having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section;

     (ii) (A) induce, encourage, or attempt to influence any Customer, franchisee or licensee of the Company or any of the other Employer Companies to purchase products or services which are the same or substantially similar to those offered by the Company to the Customer, franchisee, or licensee from any business that is directly or indirectly in competition with the Protected Business conducted by the Company or any of the other Employer Companies; (B) canvass, solicit or accept from any person or entity which is a Customer, franchisee or licensee of the Protected Business conducted by the Company or any of the other Employer Companies, any such competitive business anywhere in the Restricted Territory; or (C) request or advise any Customer, supplier, franchisee or licensee of the Protected Business conducted by the Company or any of the other Employer Companies to withdraw, curtail or cancel any such Customer’s, franchisee’s or licensee’s business with the Company or any of the Employer Companies; and/or

     (iii) employ or engage any person or entity who is then employed or engaged by the Company or any of the other Employer Companies, or in any manner seek to induce any employee or independent contractor of the Company or any of the other Employer Companies to leave its, his or her employment or engagement.

          (b) “Protected Business” Defined. As used in this Agreement, the term “Protected Business” means the business of owning, operating, franchising or licensing any business that provides any or all of the following to restaurants, retail stores and/or other types of commercial establishments: (i) cleaning or sanitizing solutions, (ii) paper products typically used in restrooms/kitchens and/or related services, (iii) chemical and laundry solutions and/or products, and/or (iv) any other business then being conducted by the Company and in which Employee was substantially involved or about which he obtained confidential information by virtue of his employment.

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          (c) “Customer” Defined. As used in this Agreement, the term “Customer” means those individuals or entities who were customers of Company at the time of Employee’s termination or at any time during the one (1) year period prior to Employee’s termination and: (i) with whom Employee (or Employee’s direct reports) had contact or (ii) to whom Employee (or Employee’s direct reports) provided services on the Company’s behalf during the one year period prior to Employee’s termination, or (iii) about whom Employee obtained confidential information by virtue of his/her employment with the Company; provided, however, any customer who terminated their relationship with the Company during this one (1) year period for reasons not related to Employee will not be considered a customer of the Company.

          (d) “Employer Companies” Defined. As used in this Agreement, the term “Employer Companies” means the Company or its parent companies, wholly owned subsidiaries, franchisees, and any other company in which Company owns a controlling interest.

          (e) “Restricted Territory” Defined. As used in this Agreement, the term “Restricted Territory” means:

     (i) anywhere in the world (without limiting the foregoing, this includes any and all countries, markets or geographical areas anywhere in the world where the Company or any of the other Employer Companies conducts or may conduct the Protected Business, or in which any of their products or services are offered, marketed, distributed or sold, or into which area the Company or any of the Employer Companies is seeking or is expected to expand at the time Employee commences to engage in the prohibited activity).

     (ii) anywhere in the United States;

     (iii) Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, North Carolina, New York, New Jersey, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming

     (iv) any city of the United States where the Employee conducted business on behalf of the Company or any of the other Employer Companies;

     (v) within a radius of fifty (50) miles of any franchisee of the Company; or

     (vi) any city where any franchisee of the Company is located.

          (f) Acknowledgement. The Employee acknowledges and agrees that during employment with the Company, Employee has gained, and/or will gain, the trust of the Company’s customers, accounts and prospects; that the Employee has gained and will continue to have access to the Company’s confidential, proprietary and trade secret information; that the Company’s competitors would obtain an unfair advantage if Employee were able to exploit the relationships s/he developed as an employee of the Company to solicit business on behalf of a competitor; that the Company has spent, or will spend considerable time and resources on Employee during Employee’s employment; and that the Company has a legitimate need to protect itself against unfair competition. Each party hereto further acknowledges that (i) the Protected Business is international and worldwide in scope; (ii) the products and services related to the Protected Business are marketed throughout the world; (iii) the provisions of this Agreement are reasonable and necessary to protect and preserve the interests of the Company and the other Employer Companies and their right to operate the Protected Business; and (iv) the Company and the other Employer Companies would be irreparably damaged if Employee were to breach any of the covenants set forth in Section 3 of this Agreement.

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     4. Confidentiality and Work Product.

          (a) Confidentiality. The Employee agrees that at all times during and after the Term, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning any of the Employer Companies and their respective businesses and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models or any photographic or other tangible materials containing such information (collectively hereinafter referred to as “Confidential Information”), including without limitation, any sales, promotional or marketing plans, programs, techniques, practices or strategies, pricing information, any expansion plans (including existing and entry into new geographic and/or product markets), and any customer lists, supplier lists or lists of prospective franchisees or licensees, (ii) use the Confidential Information solely in connection with the Employee’s employment with the Employer Companies and for no other purpose, (iii) take all precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to any third parties, without the prior written consent of the Company, and (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information. In the event that the Employee is ordered by a court of competent jurisdiction, or other tribunal, to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. In the case of any disclosure, the Employee shall disclose only that portion of the Confidential Information that the Employee is ordered to disclose.

          (b) Work Product. The Employee shall disclose promptly to the Company any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, that are conceived or made by the Employee, solely or jointly with another, during the Term and that are directly related to the business or activities of the Company and that the Employee conceives as a result of the Employee’s employment by the Company. The Employee hereby assigns and agrees to assign all the Employee’s interests therein to the Company or its nominee. The Employee agrees that all such materials that the Employee develops or conceives and/or documents during the Term shall be deemed works made-for-hire for the Company within the meaning of the copyright laws of the United States or any similar or analogous law or statute of any other jurisdiction and, accordingly, the Company shall be the sole and exclusive owner for all purposes for the distribution, exhibition, advertising and exploitation of such materials or any part of them in all media and by all means now known or that may hereafter be devised, throughout the universe in perpetuity. The Employee agrees that in furtherance of the foregoing, the Employee shall disclose, deliver and assign to the Company all such conceptions, ideas, improvements and discoveries, and shall execute all such documents, including patent and copyright applications, as the Company reasonably shall deem necessary to further document the Company’s ownership rights therein and to provide the Company the full and complete benefit thereof. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any letters, patent, copyright, or other analogous protection relating to an invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee’s agent and attorney-in-fact, to act for and in the Employee’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by the Employee. Should any arbitrator or court of competent jurisdiction ever hold that the materials derived from the Employee’s contributions to the Company do not constitute works made-for-hire, the Employee hereby irrevocably assigns to the Company, and agrees that the Company shall be the sole and exclusive owner of, all right, title and interest in and to all such materials, including the copyrights and any other proprietary rights arising therefrom. The Employee reserves no rights with respect to any such materials, and hereby acknowledges the adequacy and sufficiency of the compensation paid and to be paid by the Company to the Employee for the materials and the contributions the Employee will make to the development of any such information or materials. The Employee agrees to cooperate with all lawful efforts of the Company to protect the Company’s rights in and to any or all of such information and materials and will at the request of the Company execute any and all instruments or documents necessary or desirable in order to register, establish, acquire, prosecute, maintain, perfect or defend the Company’s rights in and to such information materials. The terms of this paragraph do not apply to any invention for which both (i) no equipment, supplies, facility or trade secret information of the Company was used and (ii) which was developed entirely on Employee’s own time, unless the invention relates in any way, directly or indirectly, to the business of the Company or to the Company’s actual or demonstrably anticipated research or development, or results from any work performed by Employee for the Company.

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          (c) Return of Property and Information. The Employee agrees that upon the termination of this Agreement, the Employee shall transfer and return to the Company all things belonging to the Company, including, without limitation, any and all cellular telephones, computers, monitors, modems, keyboards, pagers, facsimile machines, corporate files, documents, records, notebooks, disk, diskettes or other software media, and similar repositories of or containing trade secrets and other Confidential Information of or about the Company or its customers, including without limitation, copies thereof then in the Employee’s possession, whether prepared by the Employee or others.

     5. No Prior Agreement. The Employee hereby represents and warrants to the Company that the execution of this Agreement by the Employee and the Employee’s employment by the Company and the performance of the Employee’s duties hereunder will not violate or cause a breach of any agreement with a former employer, client or any other person or entity. Further, the Employee agrees to indemnify the Company for all losses, liabilities, claims, costs or damages incurred by the Company, including, but not limited to, attorney’s fees, costs and expenses of investigation, arising or resulting from any claim by any third party based upon or arising out of any non-competition agreement, invention or secrecy agreement between the Employee and such third party that was in existence as of the Effective Date.

     6. Cooperation. The Employee agrees to cooperate to the full extent possible with the Company, without further compensation, through the Term, and for a reasonable period subsequent to the termination of the Term in connection with any legal matters involving potential or actual litigation relating to events that occurred during the Term and with the completion and transfer of the Employee’s work assignments and any necessary follow-up thereto.

     7. Non-disparagement. The Company and the Employee mutually agree and promise not to undertake any disparaging conduct directed at the other parties to this agreement or any of its members, managers, officers, employees, customers or affiliates, and to refrain from making any negative, disparaging, ridiculing or derogatory statements concerning the Company or the Employee or any of its members, managers, officers, employees, customers or affiliates, or the Company’s business.

     8. Acknowledgments of the Parties. The parties agree and acknowledge that the restrictions contained in Sections 3 and 4 are reasonable in scope and duration and are necessary to protect the Employer Companies. If any provision of Section 3 or 4 as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other circumstance or the validity or enforceability of any other provision of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, to the minimum extent necessary to make it enforceable, and in its reduced form, such provision shall then be enforceable and shall be enforced. The Employee agrees and acknowledges that the breach of Section 3 or 4 will cause irreparable injury to the Employer Companies and upon breach of any provision of such Sections, the Employer Companies shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that this shall in no way limit any other remedies that any of the Employer Companies may have (including, without limitation, the right to seek monetary damages). Employer or any of the Employer Companies may assign, without limitation, the restrictive covenants set forth in Section 3 and Section 4 hereof to any successor or assignee to its business, and any such successor or assignee may enforce any of the foregoing restrictive covenants. Notwithstanding anything to the contrary in this Agreement, each of the Employer Companies not a signatory to this Agreement is an intended third-party beneficiary of the provisions of Section 3 and Section 4 hereof and is entitled to enforce any such provisions.

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     9. Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed given if delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery to the following addresses and telecopy numbers (or to such other addresses or telecopy numbers which such party shall designate in writing to the other parties): (a) if to the Company, to 4725 Piedmont Row Drive, Suite 400, Charlotte, NC, 28210, Attention: CEO, and (b) if to the Employee, to the address listed on the signature page hereto or the most recent address on file.

     10. Amendment; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all parties hereto. No failure to exercise and no delay in exercising, any right, power or privilege under this Agreement shall not operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other.

     11. Assignment. This Agreement, and the Employee’s rights and obligations hereunder, may not be assigned or delegated by the Employee. The Company may assign its rights, and delegate its obligations, hereunder to any affiliate of the Company or to any successor to the Company’s business. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon their respective successors and assigns, and shall be enforceable by such successors and assigns.

     12. Severability; Survival. In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then such unenforceable provision shall be deemed modified to the minimum extent possible so as to be enforceable (or if not subject to modification, then eliminated herefrom) for the purpose of those procedures to the extent necessary to permit the remaining provisions to be enforced. The provisions of Sections 3 through 15 of this Agreement shall survive the termination for any reason of the Employee’s relationship with the Company. The provisions of Sections 3 and 4 are separate and independent obligations of Employee and are not subject to any counterclaim, set-off or defense based on any other dispute or obligations between the parties.

     13. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

     14. No Assumption Against Drafter. The parties agree that the language used in this Agreement is not to be construed in favor of or against any party solely because such party or their counsel may have drafted the Agreement.

     15. Governing Law; Waiver of Jury Trial. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of North Carolina applicable to contracts executed and to be wholly performed within such State, except that no doctrine of choice of law shall be used to apply any law other than that of the State of North Carolina. IN THE EVENT OF ANY LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS AGREEMENT, ALL OF THE PARTIES HERETO WAIVE ALL RIGHTS TO A TRIAL BY JURY. The parties hereto do hereby consent and submit to the venue and jurisdiction of the State or Federal Courts sitting in the county of the Company’s principal place of business as the sole and exclusive forum for such matters of dispute. The parties hereto hereby waive, to the full extent that each may effectively do so, all objections that such party may now or may hereafter acquire to, or any right or immunity on the grounds of, venue or the inconvenience of the forum of jurisdiction of such State or Federal court.

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     16. Entire Agreement; No Third Party Beneficiaries. This Agreement (including the exhibits and schedules attached hereto, if any) contains the entire understanding of the parties hereto in respect of its subject matter and supersedes all prior (oral or written) agreements, understandings, representations and warranties between or among the parties with respect to such subject matter, including, without limitation, Employee’s prior employment agreement with the Company which this Agreement replaces in its entirety. The exhibits and schedules attached hereto, if any, constitute a part hereof as though set forth in full above. This Agreement is not intended to confer upon any person or entity, other than the parties hereto and the Employer Companies as provided above, any rights or remedies hereunder. Each party hereto agrees that, except for the statements, representations and warranties contained in this Agreement and any exhibit, schedule or document attached hereto, neither the Company nor Employee makes any other statements, representations or warranties (whether in writing or otherwise) that the other is entitled to rely upon, and each hereby disclaims any other statements, representations or warranties (whether in writing or otherwise) made by each party or, as applicable, any of the officers, directors, members, managers, employees, agents, financial and legal advisors or other representatives of such party with respect to the preparation, execution and delivery of this Agreement and any exhibit, schedule or document attached hereto, or the transactions contemplated hereby, notwithstanding the delivery or disclosure to the other or the other’s representatives of any documentation or other information (whether oral or written) with respect to any one or more of the foregoing.

[SIGNATURES ON FOLLOWING PAGE]

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

SWISHER HYGIENE INC.,
By:	/s/	Steven Berrard
Name:		Steven Berrard
Title:		Chief Executive Officer

EMPLOYEE:
/s/         Michael Kipp
Name:	Michael Kipp
Title:	Chief Financial Officer Address for Notices: 171 Whitewater Circle Williston, VT 05495

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EXHIBIT A

A copy of the Swisher Hygiene Inc. Senior Executive Officers Performance
Incentive Plan is attached as an exhibit to this report and is incorporated herein by reference.

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