exv10w1






Exhibit
10.1


EMPLOYMENT AGREEMENT




     Republic Services, Inc. (the “Company”) and Michael P. Rissman (“Employee”) enter into
this Employment Agreement (“Agreement”), which will become effective as of the effective date of
the merger involving the Company and Allied Waste Industries, Inc. (the “Effective Date”). This
Agreement outlines the terms and conditions under which the Company will employ Employee. The
Company and Employee will be referred to as the “Parties” in this Agreement. The Parties agree as
follows:


1. General Duties of Company and Employee. The Company will employ Employee as Vice President,
Deputy General Counsel. Employee’s duties and responsibilities will be those assigned by
Employee’s supervisor or such other officer(s) as the Company may designate. Employee will devote
all working time and attention to the Company’s business and use Employee’s best efforts to
satisfactorily perform his duties and responsibilities. Employee owes a fiduciary duty of loyalty,
fidelity and allegiance to always act in the Company’s best interests and to refrain from doing or
saying anything that injures the Company. Employee will comply with all Company policies, rules and
guidelines. As consideration for Employee’s employment and the compensation and benefits payable
hereunder, Employee agrees to sign the Company’s non-competition, non-solicitation and
confidentiality agreement required for Employee’s position (and any amendments that may be
necessary from time to time). Such agreement is attached to this Agreement as Appendix A and
becomes effective on the Effective Date of this Agreement.



2. Employment Period. Employee’s employment is at-will and therefore can be terminated, at
any time, with or without cause or notice, by either Employee or the Company. The termination of
employment by either Employee or the Company will not affect Employee’s then existing
non-competition, non-solicitation and confidentiality obligations.



3. Compensation and Benefits.




     3.1 Base Salary and Bonus. The Company will pay to Employee an annual base salary as
set forth in the term sheet attached to this Agreement as Appendix B. Such salary will be payable
in accordance with the Company’s practice at the time and subject to periodic review or adjustment
by the Company. The Company also may elect, in its sole discretion, to pay Employee a bonus (which
may be made pursuant to a Company incentive plan or program or otherwise) in an amount to be
determined in the Company’s sole discretion.



     3.2 Incentive, Savings, Welfare, Retirement and Equity Plans. Employee will be entitled to
participate in, and be eligible to receive, benefits available to similarly situated employees
under Company incentive, savings, welfare, retirement and equity plans and programs, as those
currently exist or may be modified by the Company (“Compensation Plans”). Employee’s participation
in all such Compensation Plans will be governed by the terms and provisions of each Compensation
Plan. Nothing in this Agreement shall prohibit or limit the right of the Company to discontinue,
modify, or amend any plan or benefit in its sole discretion at any tune, provided such
discontinuance, modification, or amendment is applied generally to similarly situated employees of
the Company.



 









 





4. Termination of Employment.




     4.1 Termination by Company for Cause. The Company may terminate Employee’s employment
for Cause. If such termination occurs, Employee will be entitled to only the payments and
benefits provided in Section 5.1. “Cause” means: (a) Employee is convicted of or pleads guilty (or
nolo contendre) to a felony or other crime involving moral turpitude; (b) the Company determines
that Employee knowingly breached any term of this Agreement; (c) the Company determines that
Employee knowingly violated any of the Company’s policies, rules or guidelines; or (d) the Company
determines that Employee willfully engaged in conduct, or willfully failed to perform assigned
duties, the result of which exposes the Company to serious actual or potential injury (financial or
otherwise).



     4.2 Termination Without Cause. The Company may terminate Employee’s employment
Without Cause. If such termination occurs, Employee will be entitled to only the payments and
benefits provided for in Section 5.2; provided, however, if such termination Without Cause occurs
within one year after a Change in Control (as defined in Section 5.4 below), then the Employee will
be entitled to only those payments and benefits provided for in Section 5.3. A termination
“Without Cause” means a termination of Employee’s employment by the Company other than for Cause or
because of a disability or death.



     4.3 Termination by Employee. Employee may terminate the employment relationship for any
reason. In the event of a termination by Employee for any reason, Employee will be entitled to
only the payments and benefits provided for in Section 5.1; provided, however, if Employee
terminates for “Good Reason” (as defined in Section 5.4 below) within one year after a Change in
Control, then the Employee will be entitled to those payments and benefits provided for in Section
5.3.



5. Obligations of Company Upon Termination.




     5.1 Terminations Other than Without Cause. If the Employee’s employment with the Company
terminates for any reason other than Without Cause, the Company will pay Employee within ten (10)
days after the termination date all earned but unpaid compensation for time worked through the
termination date.



     5.2 Without Cause by the Company. If the Company terminates Employee’s employment
Without Cause (and it constitutes a separation from service under Section 409A of the Internal
Revenue Code and accompanying Treasury Regulations (“Section 409A”)):




     (a) The Company will pay Employee:




     (1) all earned but unpaid compensation for the time Employee
worked through the termination date, to be paid within ten (10) days
after the termination date;




     (2) an amount equal to one year of Employee’s then current base
salary in equal bi-weekly installments over a twelve (12) month
period beginning on the bi-weekly payroll date following the
sixtieth (60th) day after the termination date;



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     (3) an amount equal to a prorated annual bonus. The amount of
the prorated annual bonus will equal the amount of the annual bonus,
if any, to which Employee would have been entitled if Employee was
employed by the Company on the last day of the year that includes
the termination date multiplied by a fraction equal to the number of
days which have elapsed in such year through the termination date
divided by 365. Such amount, if any, will be paid at the same time
as bonuses are paid to current similarly situated employees of the
Company.




     (b) Employee’s stock options and other equity awards granted after the Effective
Date that remain outstanding as of the termination date, will continue to vest and be
exercisable as if Employee was employed during the one-year period following the
termination date (or, if less, the remainder of the original term of the award);




     (c) If Employee and/or Employee’s spouse and dependents are enrolled in
the Company’s medical, dental and/or vision plan as of the termination date, the
Employee and/or Employee’s spouse and dependents shall continue to participate in
those plans (whichever applicable), at the same cost applicable to active employees,
until the earliest of: (i) the date Employee becomes eligible for any comparable
medical, dental, or vision coverage provided by another employer, (ii) the date
Employee becomes eligible for Medicare or any similar government-sponsored or
provided health care program, or (iii) the first anniversary of the
termination date; and




     (d) The payments and benefits provided under Section 5.2 will be instead of any
payments or benefits to which Employee may be entitled under the terms of any
severance plan or program of the Company in effect on the termination date.



     5.3 Change in Control. If the Company terminates Employee’s employment Without Cause or if
Employee resigns for “Good Reason” within one (1) year after the effective date of a Change in
Control (and it constitutes a separation from service under Section 409A), Employee will be
entitled to the following payments and benefits:




     (a) The Company will pay Employee:




     (1) all earned but unpaid compensation for the time Employee worked
through the termination date, to be paid within ten (10) days after the
termination date;




     (2) (i) if the Change in Control constitutes a change in the ownership or
effective control of the Company or a change in the ownership of a substantial
portion of the assets of the Company as defined under Treasury Regulations
Section 1.409A-3(i)(5), as may be amended (a “Section 409A Change in
Control”), then on the bi-weekly payroll date following the sixtieth (60th)
day after the termination date, a lump sum amount equal to: (x) one year of
Employee’s then current base salary, and



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(y) one times the Employee’s target annual bonus, if any, for the year in
which the termination date occurs; and (ii) if the Change in Control does
not constitute a Section 409A Change in Control, then (x) an amount equal to
one year of Employee’s then current base salary in equal bi-weekly
installments over a twelve month period beginning on the bi-weekly payroll
date following the sixtieth (60th) day after the termination date, and (y) a
lump sum payment equal to one times the Employee’s target annual bonus, if
any, for the year in which the termination date occurs payable on the
bi-weekly payroll date following the sixtieth (60th) day after the
termination date;




     (b) Employee’s stock options and other equity awards granted after the Effective
Date that remain outstanding as of the termination date will become 100% fully vested
and exercisable on the termination date and remain exercisable for one (1) year
following the termination date, but not beyond the original term of the option or
other awards;




     (c) If Employee and/or Employee’s spouse and dependents are enrolled in the
Company’s medical, dental and/or vision plan as of the termination date, the Employee
and/or Employee’s spouse and dependents shall continue to participate in those plans
(whichever applicable), at the same cost applicable to active employees, until the
earliest of: (i) the date Employee becomes eligible for any comparable medical,
dental, or vision coverage provided by another employer, (ii) the date Employee
becomes eligible for Medicare or any similar government-sponsored or provided health
care program, or (iii) the first anniversary of the termination date;




     (d) All long term incentive grants, if any, provided to Employee shall
immediately vest as if all targets and conditions had been met and shall be paid by
the Company to the Employee at such time as the Company would have been required to
make such payments if the termination of employment had not occurred; and




     (e) The payments and benefits provided under Section 5.3 will be instead of any
payments or benefits to which Employee may be entitled under the terms of any
severance plan or program of the Company in effect on the termination date.



     5.4 Change in Control and Good Reason Definitions. For purposes of this Agreement,
Change in Control has the meaning set forth on Appendix C. Good Reason is defined as a reduction
in Employee’s base salary, bonus opportunity, or title and applies only during the one-year period
following the effective date of a Change in Control.



     5.5
Release of Claims. The Company’s obligations under Section 5 (except Sections 5.2(a)(1)
and 5.3(a)(1)) are contingent upon Employee executing (and not revoking during any applicable
revocation period) a valid, enforceable, full and unconditional release of all claims Employee may
have against the Company (whether known or unknown) as of the termination date in such form as
provided by the Company. Additionally, the Company’s obligations under those Sections will cease
immediately if the Company determines that Employee has violated at



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	any time any of Employee’s non-compete, non-solicitation or confidentiality obligations to the
Company.





     5.6 Section 409A. Notwithstanding any provisions in this Agreement to the contrary, if at the
time of the employment termination the Employee is a “specified employee” as defined in Section
409A and the deferral of the commencement of any payments or benefits otherwise payable as a
result of such employment termination is necessary to avoid the additional tax under Section 409A,
the Company will defer the payment or commencement of the payment of any such payments or benefits
(without any reduction in such payments or benefits ultimately paid or provided to the Employee)
until the date that is six (6) months following the employment termination. Any monthly payment
amounts deferred will be accumulated and paid to the Employee (without interest) six (6) months
after the termination of employment in a lump sum, and the balance of payments due to the Employee
will be paid as otherwise provided in this Agreement. Each bi-weekly payment described in Sections
5.2(a)(2) and 5.3(a)(2) is designated as a “separate payment” for purposes of Section 409A. This
Agreement will be interpreted, administered and operated in accordance with Section 409A, although
nothing herein will be construed as an entitlement to or guarantee of any particular tax treatment
to the Employee.


6. Employee’s Obligation to Avoid Conflicts of Interest. Employee agrees to abide by the
Company’s Conflicts of Interest policy, which includes not becoming involved, directly or
indirectly, in a situation that a reasonable person would recognize to be an actual conflict of
interest with the Company. If Employee discovers, or is informed by the Company that Employee
has become involved in a situation that is an actual or likely conflict of interest with the
Company, Employee will take immediate actions to eliminate the conflict and will not allow the
conflict to continue. The Company’s determination as to whether or not a conflict of interest
exists will be conclusive.



7. Non-Disparagement. Employee agrees that at no time during Employee’s employment or after
Employee’s termination date, except as permitted or required by applicable law, will Employee
directly or indirectly: (a) disparage or say or write negative things about the Company, its
officers, directors, agents, or employees; (b) initiate or participate in any discussion or
communication that reflects negatively on the Company, its officers, directors, agents, or
employees; or (c) engage in any other activity that the Company considers detrimental to its
interests. For purposes of this Section 7, a disparaging or negative statement is any
communication, oral or written, which would tend to cause the recipient of the communication to
question the business condition, integrity, competence, fairness, or good character of the person
or entity to whom the communication relates.



8. Cooperation and Assistance. Employee agrees that, after the termination date, Employee will
assist and cooperate with the Company concerning business or legal related matters about which
Employee possesses relevant knowledge or information. Such cooperation will be provided only at
the Company’s specific request and will include, but not be limited to, assisting or advising the
Company with respect to any business-related matters or any actual or threatened legal action
(including testifying in depositions, hearings, and/or trials). In addition, Employee agrees to
promptly inform the Company (by telephonic or written communication to Republic Services, Inc.,
Legal Department, 18500 North Allied Way, Phoenix, AZ 85054, phone number 480-627-2714) if any
person or business contacts Employee in an effort to obtain information about the Company.





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9. Miscellaneous.


     9.1 Waiver of Breach. The waiver by any Party of a breach of any provision of this
Agreement will neither operate nor be construed as a waiver of any subsequent breach.


     9.2 Notice. All notices and other communications required or permitted under this Agreement
will be in writing and will be deemed to have been given when delivered by hand or mailed by
registered or certified mail, return receipt requested, as follows:



			
	          If to the Company:	 	Republic Services, Inc.

18500 North Allied Way

Phoenix, Arizona 85054

ATTN: General Counsel






			
	          If to the Employee:	 	12860 E. Desert Trail

Scottsdale, AZ 85259





or to such other names or addresses as the Company or Employee, as the case may be, will designate
by notice to the other party under this Section 9.2.


     9.3 Assignment. The Company may assign this Agreement upon written notice to Employee.
However, Employee agrees that Employee’s rights and obligations under this Agreement are personal
to Employee and may not be assigned, except to Employee’s estate, without the express written
consent of the Company.


     9.4 Entire Agreement, No Oral Amendments. This Agreement replaces all previous agreements
and discussions relating to any employment relationship between Employee and the Company or any of
its subsidiaries or affiliated entities and constitutes the entire agreement between Employee and
the Company with respect to the matters addressed in this Agreement. This Agreement may not be
modified in any respect except by a written agreement signed by an executive officer of the
Company. Employee acknowledges that upon the Effective Date of this Agreement it replaces
Employee’s prior agreement with Allied Waste or the Company or any of its subsidiaries and that
Employee is not entitled to any compensation or benefits that may have been provided under such
agreement.


     9.5 Enforceability. If a court or arbitrator authorized by this Agreement to resolve
disputes between the Parties determines that any provision of this Agreement is invalid or
unenforceable, the invalid or unenforceable provision will be struck from this Agreement without
affecting any other provision of this Agreement. All remaining provisions of this Agreement that
were not struck will be enforced according to their terms.


     9.6 Governing Law, Jurisdiction, and Venue. This Agreement and the rights and obligations of
the Parties hereunder shall be governed and interpreted in accordance with the laws of the State of
Arizona. Additionally, the parties agree that the courts situated in Maricopa County, Arizona will
have personal jurisdiction over them to hear all disputes arising under, or related to, this
Agreement and that venue will be proper only in a court or arbitral forum in Maricopa County,
Arizona.


     9.7 Arbitration. With the sole exception of any breach by Employee of the obligations
Employee assumed under a non-competition, non-solicitation and confidentiality


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agreement (the breach of which permits the Company to obtain judicial relief due to the exigent
circumstances presented by such a breach), all other alleged breaches of this Agreement, or any
other dispute between the Parties arising out of or in connection with Employee’s employment with
the Company will be settled by binding arbitration to the fullest extent permitted by law. This
Agreement to arbitrate applies to any claim for relief of any nature, including but not limited to
claims of wrongful discharge under statutory law and common law; employment discrimination based
on federal, state or local statute, ordinance, or governmental regulations, including
discrimination prohibited by: (a) Title VII of the Civil Rights Act of 1964, as amended, (b) the
Age Discrimination in Employment Act, (c) the Americans with Disabilities Act, (d) the Fair Labor
Standards Act; claims of retaliatory discharge or other acts of retaliation; compensation
disputes; tortious conduct; allegedly contractual violations; ERISA violations; and other
statutory and common law claims and disputes, regardless of whether the statute was enacted or
whether the common law doctrine was recognized at the time this Agreement was signed.


     The Parties understand that they are agreeing to substitute one legitimate dispute resolution
forum (arbitration) for another (litigation) because of the mutual advantages this forum offers,
and are waiving their right to have their disputes resolved in court except for breaches by the
Employee of Employee’s non-competition, non-solicitation and confidentiality obligations.


     The arbitration proceeding will be conducted in Maricopa County, Arizona in accordance with
the National Rules for the Resolution of Employment Disputes (National Rules) of the American
Arbitration Association (AAA) in effect at the time a demand for arbitration is made. The Company
will pay all costs and expenses of the arbitration, except for the filing fees and costs that would
have been required had the proceeding been initiated and maintained in the Maricopa County Superior
Court, which fees and costs Employee will pay. Each Party will pay their own attorneys’ fees and
expenses throughout the arbitration proceeding. However, the arbitrator may award the successful
Party its attorneys’ fees and expenses at the conclusion of the arbitration and any other relief
provided by law.



	 	 	 	 	 	 	 
	 	 	REPUBLIC SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Timothy R. Donovan	 	 
	 

	 	Name:
	 	Timothy R. Donovan

	 	 
	 

	 	Title:	 	EVP & GC	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Michael P. Rissman	 	 
	 

	 	 

	 	 
	 	 	Michael P. Rissman	 	 






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APPENDIX A




NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT



     Republic Services, Inc. (the “Company”) and Michael P. Rissman (“Employee”) enter into this
Non-Solicitation and Confidentiality Agreement (“Agreement”). The Parties agree as follows:



     1. Certain Definitions and Understandings. The Parties expect that some or all of the
obligations the Company will assume to Employee under this Agreement will be fulfilled through its
parent, subsidiary, related, or successor companies (“Affiliates”). Accordingly, Employee
acknowledges that the discharge of any obligation of the Company under this Agreement by one or
more of its Affiliates discharges the Company’s obligation in that regard. Moreover, the
obligations Employee will assume under this Agreement will be owed to the Company and its
Affiliates (collectively referred to as the “Company” for the remainder of this Agreement).



     2. Consideration Employee Will Receive Under This Agreement. The Parties recognize that in
order for Employee to perform his duties, Employee needs to manage, use or otherwise handle
Confidential Information (as defined below in Section 3.1) belonging to the Company. Thus, the
Company agrees to provide Employee with, and access to, Confidential Information necessary to
perform his duties. Employee agrees that, in exchange for the Company providing him with
Confidential Information, the Company’s agreement to employ him on an at-will basis, and for other
valuable consideration outlined in his Employment Agreement, Employee will make the promises set
forth in the following sections of this Agreement.



     3. Employee’s Confidentiality Obligations.



          3.1 For purposes of this Agreement, “Confidential Information” is not limited to information
that would qualify as a Trade Secret and includes, but is not limited to: customer lists and
agreements; customer service information; names of customer contacts and the identities of their
decision-makers; routes and/or territories; information provided to the Company by any actual or
potential customer, government agency or other third party; the Company’s internal personnel and
financial information; information about vendors that is not generally known to the public;
purchasing and internal cost information; information about the profitability of particular
operations; internal service and operational manuals and procedures; the manner and methods of
conducting the Company’s business; marketing plans, development plans, price data, cost data, price
and fee amounts, pricing and billing policies, quoting procedures, marketing techniques, forecasts
and forecast assumptions and volumes; future plans and potential acquisition, divestiture and other
development strategies; non-public information about the Company’s landfill development plans,
landfill capacity, special projects, and the status of any permitting process; the status of any
governmental investigation, charge, or lawsuit and the position of the Company regarding the value
of such matter; non-public information regarding the Company’s compliance with federal, state or
local laws; information that gives the Company some competitive business advantage, or the
opportunity of obtaining such an advantage, or the disclosure of which could be detrimental to the
interests of the Company; and/or information that is not generally known outside the Company.



          3.2 As a consequence of Employee’s acquisition of Confidential Information, Employee agrees
that it is reasonable and necessary that he make the following covenants:



 









 





               (a) At no time while Employee is employed or at any time after his employment ends will
Employee disclose Confidential Information to any person or entity either inside or outside of the
Company other than as necessary in carrying out his duties and responsibilities, nor will Employee
use, copy, or transfer Confidential Information other than as necessary in carrying out his duties
and responsibilities, without first obtaining the Company’s prior written consent.



               (b) During his employment, Employee agrees to promptly disclose to the Company all
information, ideas, concepts, improvements, discoveries and inventions (“Inventions”), which he
conceives, develops, creates or acquires, either individually or jointly with others, and which
relate to the business, products or services of the Company, irrespective of whether such
Inventions were conceived, developed, discovered or acquired by Employee on the job, at home, or
elsewhere. Employee further agrees that all right, title and interest (including copyrights) in and
to any Inventions shall be the property of the Company.



               (c) When Employee’s employment with the Company ends, Employee will immediately deliver to the
Company (or its designee) anything containing Confidential Information including, but not limited
to, reports, studies, materials, records, documents, books, files, videotapes, tape recordings,
computers, computer disks, flash/thumb drives, CDs, DVDs, PDAs, Blackberry devices, mobile
telephones, and/or other devices used to store electronic data, including any copies thereof,
whether made by Employee or which came into his possession prior to or during his employment
concerning the business or affairs of the Company.



     4. Employee’s Non-Solicitation Obligations.



          4.1 During his employment, and for a period of twelve (12) months after his employment ends,
Employee will limit his activities relating to customers, potential customers, acquisition
prospects, employees, consultants and independent contractors of the Company to the extent, and
subject to the express limitations, provided in this Section 4.



          4.2 Employee will not solicit any customers, potential customers or acquisition prospects of
the Company that Employee generated, serviced, managed, contacted, or maintained at any time during
the last twelve (12) months of his employment for any purpose related to the collection, hauling,
disposal or recycling of non-hazardous refuse.



          4.3 Employee will not, either directly or indirectly, raid, solicit, attempt to solicit, or
induce, any employee of, consultant to, or independent contractor of, the Company to terminate his
or her relationship with the Company in order to become an employee of, consultant to, independent
contractor of, or act in any other way on behalf of, any other person or entity.



     5. Miscellaneous.



          5.1 Waiver of Breach. The waiver by any Party of a breach of any provision of this
Agreement will neither operate nor be construed as a waiver of any subsequent breach.



2









 





          5.2 Assignment. The Company may assign this Agreement upon written notice to Employee.
However, Employee agrees that his rights and obligations under this Agreement are personal to him
and may not be assigned without the express written consent of the Company.



          5.3 Entire Agreement, No Oral Amendments. This Agreement supplements Employee’s Employment
Agreement and replaces and merges all previous agreements and discussions relating to any
non-solicitation and/or confidentiality obligations owed by Employee to the Company and it
constitutes the entire agreement between Employee and the Company with respect to the rights and
obligations of either Party in that regard. This Agreement may not be modified except by a written
agreement signed by an executive officer of the Company.



          5.4 Enforceability. If a court or arbitrator authorized by this Agreement to resolve disputes
between the Parties determines that any provision of this Agreement is invalid or unenforceable,
the invalid or unenforceable provision will be struck from the Agreement without affecting any
other provision of this Agreement. All remaining provisions of this Agreement that were not struck
will be enforced according to their terms.



          5.5 Governing Law, Jurisdiction, and Venue. This Agreement and the rights and obligations of
the Parties hereunder shall be governed and interpreted in accordance with the laws of the State of
Arizona. Additionally, the Parties agree that the courts situated in Maricopa County, Arizona will
have personal jurisdiction over them to hear all disputes arising under, or related to, this
Agreement and that venue will be proper only in Maricopa County, Arizona.



          5.6 Injunctive Relief. The Company and Employee agree that a breach of any term of this
Agreement by Employee would cause irreparable harm to the Company and that, in the event of such
breach, the Company will have, in addition to any and all remedies of law, the right to an
injunction, specific performance and other equitable relief to prevent or redress the violation of
Employee’s obligations under this Agreement. Additionally, to provide the Company with the
protections it has bargained for in this Agreement, any period of time in which Employee has been
in breach will extend, by that amount of time, the time for which Employee should be precluded from
further breaching the promises made in the Agreement.



          5.7 Attorneys’ Fees. The Company and Employee agree that, if Employee is found to have
breached any term of this Agreement, the Company will be entitled to recover the attorneys’ fees
and costs it incurred in enforcing this Agreement.




	 	 	The Parties, intending to be bound, execute this Agreement as of the Effective Date
identified in Employee’s Employment Agreement.





	 	 	 	 	 	 	 	 	 
	EMPLOYEE	 	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Michael P. Rissman
	 	 	 	By	 	/s/ Timothy R. Donovan	 	 
	 

Michael P. Rissman

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Its	 	EVP & GC	 	 





3








 





APPENDIX B









	 	 	 
	Date:

	 	September 30, 2008
	 
	 	 
	To:

	 	Mike Rissman
	 
	 	 
	From:

	 	Tim Donovan
	 
	 	 
	Re:

	 	Vice President — Deputy General Counsel





I am pleased to offer you the position of Vice President — Deputy General Counsel effective on the
close of our merger. Here are the highlights of my offer:





	•	 	Salary: Your base salary will increase by $4100 (1.5%) from $265.3K to $269.4K.
	 
	•	 	Perquisite Allowance: No financial planning, auto or dues reimbursements will be provided to any
executives in the new Republic.
	 
	•	 	Bonus: Your annual management bonus target will be 60% of your salary ($161.6K).
	 
	•	 	Stock Award: You will be eligible for a stock award in early 2009 valued at roughly $40K. The
actual amount and specific form of the award will be communicated as we finalize our executive
compensation plans and subject to the approval of the new board’s compensation committee.
	 
	•	 	Long-Term Incentive Plan: You will be eligible to participate in our Long-Term Incentive Plan
with a $50K award target. This incentive will be tied to achieving our key financial goals over the
next three-year period (2009 — 2011). A new LTIP award opportunity will be established each year
so that this incentive will become part of your annual compensation. The 2009-2011 cycle LTIP and
all subsequent LTIP cycles are provided subject to the approval of the new board’s compensation
committee.
	 
	•	 	Integration Bonus: You will be eligible for a one-time integration bonus earned upon achieving
our synergy goals. More specifics on this bonus opportunity will be provided separately subject to
its approval by the board, both in principle and in amount.




Your new compensation package represents total direct compensation of $521,000. This offer is
contingent upon you signing a new non-compete agreement and a new employment agreement. A copy of
the agreements will be provided to you shortly for review.



I know that I can count on your support as we integrate two great companies into an even greater
and more powerful new Republic. Please sign below to acknowledge your acceptance of this offer.




	 	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	Signature

	 	 
	 	Date
	 	 



















 





APPENDIX C




     Change in Control means one of the following: (a) the Company merges or consolidates, or
agrees to merge or to consolidate, with any other corporation (other than a wholly-owned direct or
indirect subsidiary of the Company) and is not the surviving corporation (or survives as a
subsidiary of another corporation), (b) the Company sells, or agrees to sell, all or substantially
all of its assets to any other person or entity, (c) the Company is dissolved, (d) any third person
or entity (other than Apollo Advisors, L.P., The Blackstone Group L.P., or a trustee or committee
of any qualified employee benefit plan of the Company) together with its affiliates shall become
(by tender offer or otherwise), directly or indirectly, the beneficial owner of at least 30% of the
voting stock of the Company, or (e) the individuals who constitute the Board of Directors of the
Company as of the Effective Date (“Incumbent Board”) shall cease for any reason to constitute at
least a majority of the Board of Directors; provided, that any person becoming a director whose
election or nomination for election was approved by a majority of the members of the Incumbent
Board shall be considered, for the purposes of this Agreement, a member of the Incumbent Board.
Notwithstanding the foregoing, a “Change in Control” for purposes of this Agreement shall not
include the transaction contemplated by the Agreement and Plan of Merger, dated June 22, 2008, by
and among Republic Services, Inc., RS Merger Wedge, Inc. and Allied Waste Industries, Inc.