Exhibit 10.1


     

      

    

     

    Exhibit
      10.1

     

     

    

      WASTE
        CONNECTIONS, INC.

      SECOND
        AMENDED AND RESTATED

      2004
        EQUITY INCENTIVE PLAN

       

      
        	
                1.

              	
                PURPOSE.

              


      

       

      The
        purpose of the Plan is to provide a means for the Company and any Subsidiary,
        through the grant of Nonqualified Stock Options and/or Restricted Stock or
        Restricted Stock Units to selected Employees (including officers), Directors
        and
        Consultants, to attract and retain persons of ability as Employees, Directors
        and Consultants, and to motivate such persons to exert their best efforts
        on
        behalf of the Company and any Subsidiary.

       

      
        	
                2.

              	
                DEFINITIONS.

              


      

       

      (a) “Board”
        means
        the Company’s Board of Directors.

       

      (b) “Change
        in Control”
        means:

       

      (i)        
        any
        reorganization, liquidation or consolidation of the Company, or any merger
        or
        other business combination of the Company with any other corporation, other
        than
        any such merger or other combination that 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) at least fifty percent (50%) of the total voting power
        represented by the voting securities of the Company or such surviving entity
        outstanding immediately after such transaction;

       

      (ii)       
        any
        sale,
        lease, exchange or other transfer (in one transaction or a series of related
        transactions) of all, or substantially all, of the assets of the Company;
        or

       

      (iii)      
        a
        transaction or series of related transactions in which
        any
“person” (as defined in Section 13(d) and 14(d) of the Exchange Act) becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
        or indirectly, of fifty percent (50%) or more of the Company’s outstanding
        voting securities (except that for purposes of this definition, “person” shall
        not include any person (or any person that controls, is controlled by or
        is
        under common control with such person) who as of the date of an Option Agreement
        or a Restricted Stock or Restricted Stock Unit Agreement owns ten percent
        (10%)
        or more of the total voting power represented by the outstanding voting
        securities of the Company, or a trustee or other fiduciary holding securities
        under any employee benefit plan of the Company, or a corporation that is
        owned
        directly or indirectly by the stockholders of the Company in substantially
        the
        same percentage as their ownership of the Company).

       

      A
        transaction shall not constitute a Change in Control if its sole purpose
        is to
        change the state of the Company’s incorporation or to create a holding company
        that will be owned in substantially the same proportions by the persons who
        held
        the Company’s securities immediately before such transaction.

       

      (c) “Code”
        means
        the Internal Revenue Code of 1986, as amended from time to time.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (d) “Committee”
        means a
        committee appointed by the Board in accordance with Section 4(b) of the
        Plan.

       

      (e) “Company”
        means
        Waste Connections, Inc., a Delaware corporation.

       

      (f) “Consultant”
        means
        any person, including an advisor, engaged by the Company or a Subsidiary
        to
        render consulting services and who is compensated for such services; provided
        that the term “Consultant” shall not include Directors.

       

      (g) “Continuous
        Status as an Employee, Director or Consultant”
        means
        the individual’s employment as an Employee or relationship as a Consultant is
        not interrupted or terminated, or, in the case of a Director who is not an
        Employee, the term means the Director remains a Director of the Company.
        The
        Board, in its sole discretion, may determine whether Continuous Status as
        an
        Employee, Director or Consultant shall be considered interrupted in the case
        of
        (i) any leave of absence approved by the Board, including sick leave,
        military leave or any other personal leave, or (ii) transfers between
        locations of the Company or between the Company and a Subsidiary or their
        successors.

       

      (h) “Director”
        means a
        member of the Company’s Board.

       

      (i) “Disability”
        means
        permanent and total disability within the meaning of Section 422(c)(6) of
        the Code.

       

      (j) “Employee”
        means
        any person employed by the Company or any Subsidiary of the Company. Any
        officer
        of the Company or a Subsidiary is an Employee. A Director is not an Employee
        unless he or she has an employment relationship with the Company or a Subsidiary
        in addition to being a Director. Service as a Consultant shall not be sufficient
        to constitute “employment” by the Company.

       

      (k) “Exchange
        Act”
        means
        the Securities Exchange Act of 1934, as amended.

       

      (l) “Fair
        Market Value”
        means,
        as
        of any date, the value of Stock determined as follows:

       

      (i)        
        If
        the
        Stock is listed on any established stock exchange or a national market system,
        including without limitation the New York Stock Exchange, its Fair Market
        Value
        shall be the closing sales price for the Stock (or the closing bid, if no
        sales
        were reported) as quoted on such exchange or system on the market trading
        day of
        the date of determination, or, if the date of determination is not a market
        trading day, the last market trading day prior to the date of determination,
        in
        each case as reported in The Wall Street Journal or such other sources as
        the
        Board deems reliable;

       

      (ii)       
        If
        the
        Stock is regularly quoted by a recognized securities dealer but selling prices
        are not reported, its Fair Market Value shall be the mean between the high
        bid
        and low asked prices for the Stock on the market trading day of the date
        of
        determination, or, if the date of determination is not a market trading day,
        the
        last market trading day prior to the date of determination; or

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      (iii)      
        In
        absence of an established market for the Stock, the Fair Market Value thereof
        shall be determined in good faith by the Board.”

       

      (m) “Nonqualified
        Stock Options”
        means
        Options that are not intended to qualify as incentive stock options within
        the
        meaning of Section 422 of the Code.

       

      (n) “Option
        Agreement”
        means a
        written certificate or agreement between the Company and an Optionee evidencing
        the terms and conditions of an individual Option grant. Each Option Agreement
        shall be subject to the terms and conditions of the Plan that apply to
        Options.

       

      (o) “Optionee”
        means an
        Employee, Director or Consultant who holds an outstanding Option.

       

      (p) “Options”
        means
        Nonqualified Stock Options.

       

      (q) “Plan”
        means
        this Waste Connections, Inc. 2004 Equity Incentive Plan.

       

      (r) “Restricted
        Stock”
        means
        Stock awarded under the Plan in accordance with the terms and conditions
        set
        forth in Section 6.

       

      (s) “Restricted
        Stock Agreement”
        means a
        written certificate or award agreement between the Company and a Restricted
        Stock Participant evidencing a Restricted Stock Award. Each Restricted Stock
        Agreement shall be subject to the terms and conditions of the Plan that apply
        to
        Restricted Stock.

       

      (t) “Restricted
        Stock Award” means
        shares of Restricted Stock awarded pursuant to the terms and conditions of
        the
        Plan.

       

      (u) “Restricted
        Stock Participant”
        means an
        Employee, Director or Consultant who holds an outstanding Restricted Stock
        Award.

       

      (v) “Restricted
        Stock Unit”
        means a
        contractual right to receive Stock under the Plan upon the attainment of
        designated performance milestones or the completion of a specified period
        of
        employment or service with the Corporation or any Subsidiary or upon a specified
        date or dates following the attainment of such milestones or the completion
        of
        such service period.

       

      (w) “Restricted
        Stock Unit Agreement”
        means a
        written agreement between the Company and a Restricted Stock Unit Participant
        evidencing a Restricted Stock Unit Award. Each Restricted Stock Unit Agreement
        shall be subject to the terms and conditions of the Plan that apply to
        Restricted Stock Units.

       

      (x) “Restricted
        Stock Unit Award” means
        an
        award of Restricted Stock Units made pursuant to the terms and conditions
        of the
        Plan.

       

      (y) “Restricted
        Stock Unit Participant”
        means an
        Employee, Director or Consultant who holds an outstanding Restricted Stock
        Unit
        Award.

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      (z) “Restriction
        Period”
        means a
        time period, which may or may not be based on performance goals and/or the
        satisfaction of vesting provisions (which may depend on the Continuous Status
        as
        an Employee, Director or Consultant of the applicable Restricted Stock
        Participant), that applies to, and is established or specified by the Board
        at
        the time of, each Restricted Stock Award.

       

      (aa)        
        “Rule 16b-3”
        means
        Rule 16b-3 under the Exchange Act or any successor to Rule 16b-3, as
        amended from time to time.

       

      (bb)        
        “Securities
        Act”
        means
        the Securities Act of 1933, as amended.

       

      (cc)        
        “Stock”
        means
        the Common Stock of the Company.

       

      (dd)        
        “Subsidiary”
        means
        any corporation that at the time an Option or a Restricted Stock or Restricted
        Stock Unit Award is granted under the Plan qualifies as a subsidiary of the
        Company under the definition of “subsidiary corporation” contained in Section
        424(f) of the Code, or any similar provision hereafter
        enacted.

       

      
        	
                3.

              	
                SHARES
                  SUBJECT TO THE PLAN.

              


      

       

      (a) Stock
        Available for Awards.
        Subject
        to adjustment as provided in Section 9 for changes in Stock, the Stock that
        may
        be sold or delivered pursuant to Options, Restricted Stock and/or Restricted
        Stock Unit Awards shall not exceed 1,850,000 shares. The Company shall reserve
        for Options, Restricted Stock and/or Restricted Stock Unit Awards 1,850,000
        shares of Stock, subject to adjustment as provided in Section 9. If any Option
        for any reason terminates, expires or is cancelled without having been exercised
        in full, the Stock not purchased under such Option shall revert to and again
        become available for issuance under the Plan. Shares of Stock that are issued
        pursuant to Restricted Stock or Restricted Stock Unit Awards may be either
        authorized and unissued shares (which will not be subject to preemptive rights)
        or previously issued shares acquired by the Company or any Subsidiary. Any
        shares of Stock subject to a Restricted Stock Award that are forfeited shall
        revert to and again become available for issuance under the Plan. If any
        Restricted Stock Unit Award terminates or is cancelled for any reason before
        all
        the shares of Stock subject to such award vest and become issuable, the shares
        of Stock which do not vest and become issuable under that Restricted Stock
        Unit
        Award shall revert to and again become available for issuance under the
        Plan.

       

      (b) Annual
        Award Limit.
        The
        maximum number of shares of Stock for which any one person may be granted
        Options, Restricted Stock and Restricted Stock Units in any one calendar
        year
        shall not exceed fifty thousand (50,000) shares in the aggregate, subject
        to
        adjustment under Section 9.

       

      
        	
                4.

              	
                ADMINISTRATION.

              


      

       

      (a) Board’s
        Power and Responsibilities.
        The
        Plan shall be administered by the Board or, at the election of the Board,
        by a
        Committee, as provided in subsection (b), or, as to certain functions, by
        an
        officer of the Company, as provided in subsection (c). Subject to the Plan,
        the
        Board shall:

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      (i)        
        determine
        and designate from time to time those Employees, Directors and Consultants
        to
        whom Options, Restricted Stock Awards and/or Restricted Stock Unit Awards
        are to
        be granted;

       

      (ii)       
        authorize
        the granting of Options, Restricted Stock Awards and Restricted Stock Unit
        Awards;

       

      (iii)      
        determine
        the number of shares subject to each Option, the exercise price of each Option,
        the time or times when and the manner in which each Option shall be exercisable,
        and the duration of the exercise period;

       

      (iv)       
        determine
        the number of shares of Stock to be included in any Restricted Stock Award,
        the
        Restriction Period for such Award, and the vesting schedule of such Award
        over
        the Restriction Period;

       

      (v)        
        determine
        the number of shares of Stock to be subject to any Restricted Stock Unit
        Award,
        the vesting schedule for those shares of Stock and the date or dates on which
        the shares of Stock which vest under the Award are actually to be
        issued;

       

      (vi)       
        construe
        and interpret the Plan and each Option, Restricted Stock and Restricted Stock
        Unit Agreement, and establish, amend and revoke rules and regulations for
        the
        Plan’s administration, and correct any defect, omission or inconsistency in the
        Plan or any Option, Restricted Stock or Restricted Stock Unit Agreement in
        a
        manner and to the extent it deems necessary or expedient to make the Plan
        fully
        effective;

       

      (vii)      
        adopt
        such procedures and subplans and grant Options and Restricted Stock and
        Restricted Stock Unit Awards on such terms and conditions as the Board
        determines necessary or appropriate to permit participation in the Plan by
        individuals otherwise eligible to so participate who are foreign nationals
        or
        employed outside of the United States, or otherwise to conform to applicable
        requirements or practices of jurisdictions outside of the United
        States;

       

      (viii)     
        prescribe
        and approve the form and content of certificates and agreements for use under
        the Plan;

       

      (ix)       establish
        and administer any terms, conditions, performance criteria, restrictions,
        limitations, forfeiture, vesting schedule, and other provisions of or relating
        to any Option or any Restricted Stock or Restricted Stock Unit
        Award;

       

      (x)        
        grant
        waivers of terms, conditions, restrictions and limitations under the Plan
        or
        applicable to any Option or Restricted Stock or Restricted Stock Unit Award,
        or
        accelerate the vesting of any Option or any Restricted Stock or Restricted
        Stock
        Unit Award or the issuance of vested Stock under any Restricted Stock Unit
        Award;

       

      (xi)       
        amend
        or
        adjust the terms and conditions of any outstanding Option or any Restricted
        Stock or Restricted Stock Unit Award and/or adjust the number and/or class
        of
        shares of Stock subject to any outstanding Option or any outstanding Restricted
        Stock or Restricted Stock Unit Award, provided that no such amendment or
        adjustment shall reduce the exercise price of any Option to a price lower
        than
        the Fair Market Value of the Stock covered by such Option on the date the
        Option
        was granted;

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


       

      (xii)      
        at
        any
        time and from time to time after the granting of an Option or a Restricted
        Stock
        or Restricted Stock Unit Award, specify such additional terms, conditions
        and
        restrictions with respect to any such Option or any such Restricted Stock
        or
        Restricted Stock Unit Award as may be deemed necessary or appropriate to
        ensure
        compliance with any and all applicable laws or rules, including, but not
        limited
        to, terms, restrictions and conditions for compliance with applicable securities
        laws and methods of withholding or providing for the payment of required
        taxes;

       

      (xiii)     
        offer
        to
        buy out a Restricted Stock or Restricted Stock Unit Award previously granted,
        based on such terms and conditions as the Board shall establish with and
        communicate to the Restricted Stock or Restricted Stock Unit Participant
        at the
        time such offer is made;

       

      (xiv)      
        to
        the
        extent permitted under the applicable Restricted Stock Agreement, permit
        the
        transfer of a Restricted Stock Award by one other than the Restricted Stock
        Participant who received the grant of such Restricted Stock Award;
        and

       

      (xv)       
        take
        any
        and all other actions it deems necessary for the purposes of the
        Plan.

       

      The
        Board
        shall have full discretionary authority in all matters related to the discharge
        of its responsibilities and the exercise of its authority under the Plan.
        Decisions and actions by the Board with respect to the Plan and any Option
        Agreement or any Restricted Stock or Restricted Stock Unit Agreement shall
        be
        final, conclusive and binding on all persons having or claiming to have any
        right or interest in or under the Plan and/or any Option Agreement or Restricted
        Stock or Restricted Stock Unit Agreement.

       

      (b) Authority
        to Delegate to Committee.
        The
        Board may delegate administration of the Plan to one or more Committees of
        the
        Board. Each such Committee shall consist of one or more members appointed
        by the
        Board. Subject to the foregoing, the Board may from time to time increase
        the
        size of any such Committee and appoint additional members, remove members
        (with
        or without cause) and appoint new members in substitution therefor, or fill
        vacancies, however caused. If the Board delegates administration of the Plan
        to
        a Committee, the Committee shall have the same powers theretofore possessed
        by
        the Board with respect to the administration of the Plan (and references
        in this
        Plan to the Board shall apply to the Committee), subject, however, to such
        resolutions, not inconsistent with the provisions of the Plan, as may be
        adopted
        from time to time by the Board. The Board may abolish any such Committee
        at any
        time and revest in the Board the previously delegated administration of the
        Plan.

       

      (c) Authority
        to Delegate to Officers.
        The
        Board may delegate administration of Sections 4(a)(i) through 4(a)(v) above
        to
        the Chief Executive Officer of the Company; provided, however, that such
        officer
        may not grant Options, Restricted Stock Awards and Restricted Stock Unit
        Awards
        covering more than 1,000,000 shares of Stock in the aggregate.

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (d) Ten
        Year Grant Period.
        Notwithstanding the foregoing, no Option or any Restricted Stock or Restricted
        Stock Unit Award shall be granted after the expiration of ten years from
        the
        effective date of the Plan specified in Section 15 below.

       

      (e) Modification
        of Terms and Conditions through Employment or Consulting
        Agreements.
        Notwithstanding the provisions of any Option Agreement or any Restricted
        Stock
        or Restricted Stock Unit Agreement, any modifications to the terms and
        conditions of any Option or any Restricted Stock or Restricted Stock Unit
        Award
        permitted by Section 4(a) with respect to any Employee or Consultant may
        be
        effected by including the modification in an employment or consulting agreement
        between the Company or a Subsidiary and the Optionee or the Restricted Stock
        or
        Restricted Stock Unit Participant.

       

      
        	
                5.

              	
                TERMS
                  AND CONDITIONS OF OPTIONS.

              


      

       

      Each
        Option granted shall be evidenced by an Option Agreement in substantially
        the
        form attached hereto as Annex A or such other form as may be approved by
        the
        Board. Each Option Agreement shall include the following terms and conditions
        and such other terms and conditions as the Board may deem
        appropriate:

       

      (a) Option
        Term.
        Each
        Option Agreement shall specify the term for which the Option thereunder is
        granted and shall provide that such Option shall expire at the end of such
        term.
        The Board may extend such term; provided that the term of any Option, including
        any such extensions, shall not exceed five years from the date of
        grant.

       

      (b) Exercise
        Price.
        Each
        Option Agreement shall specify the exercise price per share, as determined
        by
        the Board at the time the Option is granted, which exercise price shall in
        no
        event be less than the Fair Market Value when the Option is
        granted.

       

      (c) Vesting.
        Each
        Option Agreement shall specify when it is exercisable. The total number of
        shares of Stock subject to an Option may, but need not, be allotted in periodic
        installments (which may, but need not, be equal). An Option Agreement may
        provide that from time to time during each of such installment periods, the
        Option may become exercisable (“vest”) with respect to some or all of the
        shares allotted to that period, and may be exercised with respect to some
        or all
        of the shares allotted to such period or any prior period as to which the
        Option
        shall have become vested but shall not have been fully exercised. An Option
        may
        be subject to such other terms and conditions on the time or times when it
        may
        be exercised (which may be based on performance or other criteria) as the
        Board deems appropriate.

       

      (d) Payment
        of Purchase Price on Exercise.
        Each
        Option Agreement shall provide that the purchase price of the shares as to
        which
        such Option may be exercised shall be paid to the Company at the time of
        exercise either (i) in cash, or (ii) in the absolute discretion of the
        Board (which discretion may be exercised in a particular case without regard
        to
        any other case or cases), at the time of the grant or thereafter, (A) by
        the withholding of shares of Stock issuable on exercise of the Option or
        the
        delivery to the Company of other Stock owned by the Optionee, provided in
        either
        case that the Optionee has owned shares of Stock equal in number to the shares
        so withheld for a period sufficient to avoid a charge to the Company’s reported
        earnings, (B) subject to compliance with applicable law, according to a
        deferred payment or other 

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      arrangement
        (which may include, without limiting the generality of the foregoing, the
        use of
        Stock) with the person to whom the Option is granted or to whom the Option
        is transferred pursuant to Section 5(e), (C) by delivery of a properly executed
        notice together with irrevocable instructions to a broker providing for the
        assignment to the Company of the proceeds of a sale or loan with respect
        to some
        or all of the Stock being acquired upon the exercise of the Option, including,
        without limitation, through an exercise complying with the provisions of
        Regulation T as promulgated from time to time by the Board of Governors of
        the
        Federal Reserve System (a “cashless exercise”), or (D) in any other form or
        combination of forms of legal consideration that may be acceptable to the
        Board.

       

      In
        the
        case of any deferred payment arrangement, interest shall be payable at least
        annually and shall be charged at the minimum rate necessary to avoid the
        treatment as interest, under any applicable provisions of the Code, of any
        amounts other than amounts stated to be interest under the deferred payment
        arrangement, or if less, the maximum rate permitted by law.

       

      (e) Transferability.
        An
        Option shall not be sold, assigned, transferred, pledged, hypothecated or
        otherwise disposed of by the Optionee during his or her lifetime, whether
        by
        operation of law or otherwise, other than by will or the laws of descent
        and
        distribution applicable to the Optionee, and shall not be made subject to
        execution, attachment or similar process; provided that the Board may in
        its
        discretion at the time of approval of the grant of an Option or thereafter
        permit an Optionee to transfer an Option to a trust or other entity established
        by the Optionee for estate planning purposes, and may permit further
        transferability or impose conditions or limitations on any permitted
        transferability. Otherwise, during the lifetime of an Optionee, an Option
        shall
        be exercisable only by such Optionee. In the event any Option is to be exercised
        by the executors, administrators, heirs or distributees of the estate of
        a
        deceased Optionee, or such an Optionee’s beneficiary, in any such case pursuant
        to the terms and conditions of the Plan and the applicable Option Agreement
        and
        in accordance with such terms and conditions as may be specified from time
        to
        time by the Board, the Company shall be under no obligation to issue Stock
        thereunder unless and until the Board is satisfied that the person to receive
        such Stock is the duly appointed legal representative of the deceased Optionee’s
        estate or the proper legatee or distributee thereof or the named beneficiary
        of
        such Optionee.

       

      (f) Exercise
        of Option After Death of Optionee.
        If an
        Optionee dies (i) while an Employee, Director or Consultant, or
        (ii) within three months after termination of the Optionee’s Continuous
        Status as an Employee, Director or Consultant because of his or her Disability
        or retirement, his or her Options may be exercised (to the extent that the
        Optionee was entitled to do so on the date of death or termination) by the
        Optionee’s estate or by a person who shall have acquired the right to exercise
        the Options by bequest or inheritance, but only within the period ending
        on the
        earlier of (A) one year after the Optionee’s death (or such shorter or
        longer period specified in the Option Agreement, which period shall not be
        less
        than six months), or (B) the expiration date specified in the Option
        Agreement. If, after the Optionee’s death, the Optionee’s estate or the person
        who acquired the right to exercise the Optionee’s Options does not exercise the
        Options within the time specified herein, the Options shall terminate and
        the
        shares covered by such Options shall revert to and again become available
        for
        issuance under the Plan.

       

      (g) Exercise
        of Option After Termination of Optionee’s Continuous Status as an Employee,
        Director or Consultant as a Result of Disability or Retirement. If an Optionee’s


       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      Continuous
        Status as an Employee, Director or Consultant terminates as a result of the
        Optionee’s Disability or retirement, and the Optionee does not die within the
        following three months, the Optionee may exercise his or her Options (to
        the
        extent that the Optionee was entitled to exercise them on the date of
        termination), but only within the period ending on the earlier of (i) six
        months after Disability or retirement (or such longer period specified in
        the
        Option Agreement), and (ii) the expiration of the term set forth in the
        Option Agreement. If, after termination, the Optionee does not exercise his
        or
        her Options within the time specified herein, the Options shall terminate,
        and
        the shares covered by such Options shall revert to and again become available
        for issuance under the Plan.

       

      (h) No
        Exercise of Option After Termination of Optionee’s Continuous Status as an
        Employee, Director or Consultant Other Than as a Result of Death, Disability
        or
        Retirement. If an Optionee’s Continuous Status as an Employee, Director or
        Consultant terminates other than as a result of the Optionee’s death, Disability
        or retirement, all right of the Optionee to exercise his or her Options shall
        terminate on the date of termination of such Continuous Status as an Employee,
        Director or Consultant. The Options shall terminate on such termination date,
        and the shares covered by such Options shall revert to and again become
        available for issuance under the Plan.

       

      (i) Exceptions.
        Notwithstanding subsections (f), (g) and (h), the Board shall have the
        authority to extend the expiration date of any outstanding Option in
        circumstances in which it deems such action to be appropriate, provided that
        no
        such extension shall extend the term of an Option beyond the expiration date
        of
        the term of such Option as set forth in the Option Agreement.

       

      (j) Company’s
        Repurchase Right or Option Shares.
        Each
        Option Agreement may, but is not required to, include provisions whereby
        the
        Company shall have the right to repurchase any and all shares acquired by
        an
        Optionee on exercise of any Option granted under the Plan, at such price
        and on
        such other terms and conditions as the Board may approve and as may be set
        forth
        in the Option Agreement. Such right shall be exercisable by the Company after
        termination of an Optionee’s Continuous Status as an Employee, Director or
        Consultant, whenever such termination may occur and whether such termination
        is
        voluntary or involuntary, with cause or without cause, without regard to
        the
        reason therefor, if any.

       

      
        	
                6.

              	
                TERMS
                  AND CONDITIONS OF RESTRICTED STOCK
                  AWARDS

              


      

       

      (a) Restricted
        Stock Award Agreement.
        Each
        Restricted Stock Award shall be evidenced by a Restricted Stock Agreement
        in
        substantially the form attached hereto as Annex B or such other form as may
        be approved by the Board. Each Restricted Stock Agreement shall be executed
        by
        the Company and the Restricted Stock Participant to whom such Restricted
        Stock
        Award has been granted, unless the Restricted Stock Agreement provides
        otherwise; two or more Restricted Stock Awards granted to a single Restricted
        Stock Participant may, however, be combined in a single Restricted Stock
        Agreement. A Restricted Stock Agreement shall not be a precondition to the
        granting of a Restricted Stock Award; no person shall have any rights under
        any
        Restricted Stock Award, however, unless and until the Restricted Stock
        Participant to whom the Restricted Stock Award shall have been granted (i)
        shall
        have executed and delivered to the Company a Restricted Stock Agreement or
        other
        instrument evidencing the Restricted Stock 

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      Award,
        unless such Restricted Stock Agreement provides otherwise, (ii) has satisfied
        the applicable federal, state, local and/or foreign income and employment
        withholding tax liability with respect to the shares of Stock which vest
        or
        become issuable under the Restricted Stock Award, and (iii) has otherwise
        complied with the applicable terms and conditions of the Restricted Stock
        Award.

       

      (b) Restricted
        Stock Awards Subject to Plan.
        All
        Restricted Stock Awards under the Plan shall be subject to all the applicable
        provisions of the Plan, including the following terms and conditions, and
        to
        such other terms and conditions not inconsistent therewith, as the Board
        shall
        determine and which are set forth in the applicable Restricted Stock Agreement.
        

       

      (i)        
        The
        Restricted Stock subject to a Restricted Stock Award shall entitle the
        Restricted Stock Participant to receive shares of Restricted Stock, which
        vest
        over the Restriction Period. The Board shall have the discretionary authority
        to
        authorize Restricted Stock Awards and determine the Restriction Period for
        each
        such award.

       

      (ii)       
        Subject
        to the terms and restrictions of this Section 6 or the applicable
        Restricted Stock Agreement or as otherwise determined by the Board, upon
        delivery of Restricted Stock to a Restricted Stock Participant, or upon creation
        of a book entry evidencing a Restricted Stock Participant’s ownership of shares
        of Restricted Stock, pursuant to Section 6(f), the Restricted Stock Participant
        shall have all of the rights of a stockholder with respect to such
        shares.

       

      (c) Cash
        Payment.
        The
        Board may make any such Restricted Stock Award without the requirement of
        any
        cash payment from the Restricted Stock Participant to whom such Restricted
        Stock
        Award is made, or may require a cash payment from such a Restricted Stock
        Participant in an amount no greater than the aggregate Fair Market Value
        of the
        Restricted Stock as of the date of grant in exchange for, or as a condition
        precedent to, the completion of such Restricted Stock Award and the issuance
        of
        such shares of Restricted Stock.

       

      (d) Transferability.
        During
        the Restriction Period stated in the Restricted Stock Agreement, the Restricted
        Stock Participant who receives a Restricted Stock Award shall not be permitted
        to sell, transfer, pledge, assign, encumber or otherwise dispose of such
        Restricted Stock whether by operation of law or otherwise and shall not be
        made
        subject to execution, attachment or similar process. Any attempt by such
        Restricted Stock Participant to do so shall constitute the immediate and
        automatic forfeiture of such Restricted Stock Award. Notwithstanding the
        foregoing, the Restricted Stock Agreement may permit the payment or distribution
        of a Restricted Stock Participant’s Award (or any portion thereof) after his or
        her death to the beneficiary most recently named by such Restricted Stock
        Participant in a written designation thereof filed with the Company, or,
        in lieu
        of any such surviving beneficiary, as designated by the Restricted Stock
        Participant by will or by the laws of descent and distribution. In the event
        any
        Restricted Stock Award is to be paid or distributed to the executors,
        administrators, heirs or distributees of the estate of a deceased Restricted
        Stock Participant, or such a Restricted Stock Participant’s beneficiary, in any
        such case pursuant to the terms and conditions of the Plan and the applicable
        Restricted Stock Agreement and in accordance with such terms and conditions
        as
        may be specified from time to time by the Board, the Company shall be under
        no
        obligation to issue Stock thereunder unless and until the Board is satisfied
        that 

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      each
        person to receive such Stock is the duly appointed legal representative of
        the
        deceased Restricted Stock Participant’s estate or the proper legatee or
        distributee thereof or the named beneficiary of such Restricted Stock
        Participant.

       

      (e) Forfeiture
        of Restricted Stock.
        If,
        during the Restriction Period, the Restricted Stock Participant’s Continuous
        Status as an Employee, Director or Consultant terminates for any reason,
        all of
        such Restricted Stock Participant’s shares of Restricted Stock as to which the
        Restriction Period has not yet expired shall be forfeited and revert to the
        Plan, unless the Board has provided otherwise in the Restricted Stock Agreement
        or in an employment or consulting agreement with the Restricted Stock
        Participant, or the Board, in its discretion, otherwise determines to waive
        such
        forfeiture.

       

      (f) Receipt
        of Stock Certificates.
        Each
        Restricted Stock Participant who receives a Restricted Stock Award shall
        be
        issued one or more stock certificates in respect of such shares of Restricted
        Stock. Any such stock certificates for shares of Restricted Stock shall be
        registered in the name of the Restricted Stock Participant but shall be
        appropriately legended and returned to the Company or its agent by the
        recipient, together with a stock power or other appropriate instrument of
        transfer, endorsed in blank by the recipient. Notwithstanding anything in
        the
        foregoing to the contrary, in lieu of the issuance of certificates for any
        shares of Restricted Stock during the applicable Restriction Period, a “book
        entry” (i.e., a computerized or manual entry) may be made in the records of the
        Company, or its designated agent, as the Board, in its discretion, may deem
        appropriate, to evidence the ownership of such shares of Restricted Stock
        in the
        name of the applicable Restricted Stock Participant. Such records of the
        Company
        or such agent shall, absent manifest error, be binding on all Restricted
        Stock
        Participants hereunder. The holding of shares of Restricted Stock by the
        Company
        or its agent, or the use of book entries to evidence the ownership of shares
        of
        Restricted Stock, in accordance with this Section 6(f), shall not affect
        the
        rights of Restricted Stock Participants as owners of their shares of Restricted
        Stock, nor affect the Restriction Period applicable to such shares under
        the
        Plan or the Restricted Stock Agreement.

       

      (g) Dividends.
        A
        Restricted Stock Participant who holds outstanding shares of Restricted Stock
        shall not be entitled to any dividends paid thereon, other than dividends
        in the
        form of the Company’s stock.

       

      (h) Expiration
        of Restriction Period.
        A
        Restricted Stock Participant’s shares of Restricted Stock shall become free of
        the foregoing restrictions on the earlier of a Change in Control or the
        expiration of the applicable Restriction Period, and the Company shall, subject
        to Sections 8(a) and 8(b), then deliver stock certificates evidencing such
        Stock
        to such Restricted Stock Participant. Such certificates shall be freely
        transferable, subject to any market black-out periods which may be imposed
        by
        the Company from time to time or insider trading policies to which the
        Restricted Stock Participant may at the time be subject.

       

      (i) Substitution
        of Restricted Stock Awards.
        The
        Board may accept the surrender of outstanding shares of Restricted Stock
        (to the
        extent that the Restriction Period or other restrictions applicable to such
        shares have not yet lapsed) and grant new Restricted Stock Awards in
        substitution for such Restricted Stock.

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      
        	7.	
                TERMS
                  AND CONDITIONS OF RESTRICTED STOCK UNIT
                  AWARDS.

              


      

       

      (a) Restricted
        Stock Unit Award Agreement.
        Each
        Restricted Stock Unit Award shall be evidenced by a Restricted Stock Unit
        Agreement in substantially the form attached hereto as Annex C or such
        other form as may be approved by the Board. Each Restricted Stock Unit Agreement
        shall be executed by the Company and the Restricted Stock Unit Participant
        to
        whom such Restricted Stock Unit Award has been granted, unless the Restricted
        Stock Unit Agreement provides otherwise; two or more Restricted Stock Unit
        Awards granted to a single Restricted Stock Unit Participant may, however,
        be
        combined in a single Restricted Stock Unit Agreement. A Restricted Stock
        Unit
        Agreement shall not be a precondition to the granting of a Restricted Stock
        Unit
        Award; however, no person shall be entitled to receive any shares of Stock
        pursuant to a Restricted Stock Unit Award unless and until the Restricted
        Stock
        Unit Participant to whom the Restricted Stock Unit Award shall have been
        granted
        (i) shall have executed and delivered to the Company a Restricted Stock Unit
        Agreement or other instrument evidencing the Restricted Stock Unit Award,
        unless
        such Restricted Stock Unit Agreement provides otherwise, (ii) has satisfied
        the
        applicable federal, state, local and/or foreign income and employment
        withholding tax liability with respect to the shares of Stock which vest
        or
        become issuable under the Restricted Stock Unit Award and (iii) has otherwise
        complied with all the other applicable terms and conditions of the Restricted
        Stock Unit Award.

       

      (b) Restricted
        Stock Unit Awards Subject to Plan.
        All
        Restricted Stock Unit Awards under the Plan shall be subject to all the
        applicable provisions of the Plan, including the following terms and conditions,
        and to such other terms and conditions not inconsistent therewith, as the
        Board
        shall determine and which are set forth in the applicable Restricted Stock
        Unit
        Agreement.

       

      (i)        
        The
        Restricted Stock Units subject to a Restricted Stock Unit Award shall entitle
        the Restricted Stock Unit Participant to receive the shares of Stock underlying
        those Units upon the attainment of designated performance goals or the
        satisfaction of specified employment or service requirements or upon the
        expiration of a designated time period following the attainment of such goals
        or
        the satisfaction of the applicable service period. The Board shall have the
        discretionary authority to determine the performance milestones or service
        period required for the vesting of the Restricted Stock Units and the date
        or
        dates when the shares of Stock which vest under those Restricted Stock Units
        are
        actually to be issued. The Board may alternatively provide the Restricted
        Stock
        Unit Participant with the right to elect the issue date or dates for the
        shares
        of Stock which vest under his or her Restricted Stock Unit Award. The issuance
        of vested shares under the Restricted Stock Unit Award may be deferred to
        a date
        following the termination of the Restricted Stock Unit Participant’s employment
        or service with the Company and its Subsidiaries.

       

      (ii)       
        The
        Restricted Stock Unit Participant shall not have any stockholder rights with
        respect to the shares of Stock subject to his or her Restricted Stock Unit
        Award
        until that Award vests and the shares of Stock are actually issued thereunder.
        However, dividend-equivalent units may, in the sole discretion of the Board,
        be
        paid or credited, either in cash or in actual or phantom shares of Stock,
        on one
        or more outstanding Restricted Stock Units, subject to such terms and conditions
        as the Board may deem appropriate.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


       

      (iii)      
        An
        outstanding Restricted Stock Unit Award shall automatically terminate, and
        no
        shares of Stock shall actually be issued in satisfaction of that Award, if
        the
        performance goals or service requirements established for such Award are
        not
        attained or satisfied. The Board, however, shall have the discretionary
        authority to issue vested shares of Stock under one or more outstanding
        Restricted Stock Unit Awards as to which the designated performance goals
        or
        service requirements have not been attained or satisfied.

       

      (iv)       
        Service
        requirements for the vesting of Restricted Stock Unit Awards may include
        service
        as an Employee, Consultant or non-employee Director.

       

      (c) No
        Cash Payment.
        Restricted Stock Unit Awards shall not require any cash payment from the
        Restricted Stock Unit Participant to whom such Restricted Stock Unit Award
        is
        made, either at the time such Award is made or at the time any shares of
        Stock
        become issuable under that Award. However, the issuance of such shares shall
        be
        subject to the Restricted Stock Unit Participant’s satisfaction of all
        applicable federal, state, local and/or foreign income and employment
        withholding taxes.

       

      (d) Transferability.
        The
        Restricted Stock Unit Participant who receives a Restricted Stock Unit Award
        shall not be permitted to sell, transfer, pledge, assign, encumber or otherwise
        dispose of his or her interest in such Award or the underlying shares of
        Stock,
        whether by operation of law or otherwise, and such Award shall not be made
        subject to execution, attachment or similar process. Any attempt by such
        Restricted Stock Unit Participant to do so shall constitute the immediate
        and
        automatic forfeiture of such Restricted Stock Unit Award. Notwithstanding
        the
        foregoing, any shares of Stock which vest under the Restricted Stock Unit
        Agreement but which remain unissued at the time of the Restricted Stock Unit
        Participant’s death shall be issued to the beneficiary most recently named by
        such Restricted Stock Unit Participant in a written designation thereof filed
        with the Company, or, in lieu of any such surviving beneficiary, as designated
        by the Restricted Stock Unit Participant by will or by the laws of descent
        and
        distribution. In the event such vested shares of Stock are to be issued to
        the
        executors, administrators, heirs or distributees of the estate of a deceased
        Restricted Stock Unit Participant, or his or her designated beneficiary,
        in any
        such case pursuant to the terms and conditions of the Plan and the applicable
        Restricted Stock Unit Agreement and in accordance with such terms and conditions
        as may be specified from time to time by the Board, the Company shall be
        under
        no obligation to effect such issuance unless and until the Board is satisfied
        that each person to receive such Stock is the duly appointed legal
        representative of the deceased Restricted Stock Unit Participant’s estate or the
        proper legatee or distributee thereof or the named beneficiary of such
        Restricted Stock Unit Participant.

       

      (e) Forfeiture
        of Restricted Stock Units.
        If the
        Restricted Stock Unit Participant’s Continuous Status as an Employee, Director
        or Consultant terminates for any reason, all of the Restricted Stock Units
        subject to his or her outstanding Restricted Stock Unit Awards shall, to
        the
        extent not vested at that time, be forfeited, and no shares of Stock shall
        be
        issued pursuant to those forfeited Restricted Stock Units, unless the Board
        has
        provided in the Restricted Stock Unit Agreement or in an employment or
        consulting agreement with the Restricted Stock Unit Participant that no such
        forfeiture shall occur, or the Board, in its sole discretion, otherwise
        determines to waive such forfeiture.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


       

      (f) Issuance
        of Stock Certificates.
        Each
        Restricted Stock Unit Participant who becomes entitled to an issuance of
        shares
        of Stock following the vesting of his or her Restricted Stock Unit Award
        shall,
        subject to Sections 8(a) and 8(b), be issued one or more stock certificates
        for
        those shares. Subject to such Sections 8(a) and 8(b), each such stock
        certificate shall be registered in the name of the Restricted Stock Unit
        Participant and shall be freely transferable, subject to any market black-out
        periods which may be imposed by the Company from time to time or insider
        trading
        policies to which the Restricted Stock Unit Participant may at the time be
        subject.

       

      
        	
                8.

              	
                CONDITIONS
                  ON EXERCISE OF OPTIONS AND ISSUANCE OF
                  SHARES.

              


      

       

      (a) Securities
        Law Compliance.
        The
        Plan, the grant of Options and Restricted Stock or Restricted Stock Unit
        Awards
        thereunder, the exercise of Options thereunder and the obligation of the
        Company
        to issue shares of Stock on the exercise of Options, at the expiration of
        the
        applicable Restriction Period for Restricted Stock or upon the occurrence
        of the
        designated issuance date for shares of Stock subject to vested Restricted
        Stock
        Units, shall be subject to all applicable Federal and state laws, rules and
        regulations and to such approvals by any government or regulatory agency
        as may
        be required, in the opinion of the Board. Options may not be exercised,
        Restricted Stock and Restricted Stock Unit Awards may not be granted, and
        shares
        of Stock may not be issued if any such action would constitute a violation
        of
        any applicable federal, state or foreign securities laws or other law or
        regulations or the requirements of any stock exchange or market system upon
        which the Stock may then be listed. No Option may be exercised unless (i) a
        registration statement under the Securities Act shall at the time of exercise
        of
        the Option be in effect with respect to the shares issuable upon exercise
        of the
        Option or (ii) in the opinion of legal counsel to the Company, the shares
        issuable upon exercise of the Option may be issued in accordance with the
        terms
        of an applicable exemption from the registration requirements of the Securities
        Act. No Stock may be issued in connection with a Restricted Stock or Restricted
        Stock Unit Award unless (i) a registration statement under the Securities
        Act shall at the time of issuance of the Stock be in effect with respect
        to the
        shares of Stock to be issued or (ii) in the opinion of legal counsel to the
        Company, the shares of Stock to be issued on expiration of the applicable
        Restriction Period or upon the designated issuance date for vested Restricted
        Stock Units may be issued in accordance with the terms of an applicable
        exemption from the registration requirements of the Securities Act. The
        inability of the Company to obtain from any regulatory body having jurisdiction
        the authority, if any, deemed by the Company’s legal counsel to be necessary to
        the lawful issuance and sale of any shares hereunder shall relieve the Company
        of any liability in respect of the failure to issue or sell such shares as
        to
        which such requisite authority shall not have been obtained. As a condition
        to
        the exercise of any Option and the issuance of any Stock in connection with
        a
        Restricted Stock or Restricted Stock Unit Award, the Company may require
        the
        Optionee or the Restricted Stock or Restricted Stock Unit Participant to
        satisfy
        any qualifications that may be necessary or appropriate to evidence compliance
        with any applicable law or regulation and to make any representation or warranty
        with respect thereto as may be requested by the Company.

       

      (b) Investment
        Representations.
        The
        Company may require any Optionee or a Restricted Stock or Restricted Stock
        Unit
        Participant, or any person to whom an Option or Restricted Stock or Restricted
        Stock Unit Award is transferred, as a condition of exercising such Option
        or
        receiving shares of Stock pursuant to such Restricted Stock or Restricted
        Stock
        Unit Award, to 

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      (A) give
        written assurances satisfactory to the Company as to such person’s knowledge and
        experience in financial and business matters or to employ a purchaser
        representative reasonably satisfactory to the Company who is knowledgeable
        and
        experienced in financial and business matters, and that he or she is capable
        of
        evaluating, alone or together with the purchaser representative, the merits
        and
        risks of exercising the Option or receiving such Stock, and (B) to give
        written assurances satisfactory to the Company stating that such person is
        acquiring the Stock for such person’s own account and not with any present
        intention of selling or otherwise distributing the Stock. The foregoing
        requirements, and any assurances given pursuant to such requirements, shall
        not
        apply if (1) the issuance of the Stock has been registered under a then
        currently effective registration statement under the Securities Act, or
        (2) counsel for the Company determines as to any particular requirement
        that such requirement need not be met in the circumstances under the then
        applicable securities laws. The Company may, with the advice of its counsel,
        place such legends on stock certificates issued under the Plan as the Company
        deems necessary or appropriate to comply with applicable securities laws,
        including, but not limited to, legends restricting the transfer of the
        Stock.

       

      
        	
                9.

              	
                ADJUSTMENTS
                  ON CERTAIN EVENTS.

              


      

       

      (a) No
        Effect on Powers of Board or Shareholders.
        The
        existence of the Plan and any Options or any Restricted Stock or Restricted
        Stock Unit Awards granted hereunder shall not affect in any way the right
        or
        power of the Board or the stockholders of the Company to make or authorize
        any
        adjustment, recapitalization, reorganization or other change in the capital
        structure or business of the Company or any of its subsidiaries, any merger
        or
        consolidation of the Company or a subsidiary of the Company, any issue of
        debt,
        preferred or prior preference stock ahead of or affecting Stock, the
        authorization or issuance of additional shares of Stock, the dissolution
        or
        liquidation of the Company or its subsidiaries, any sale or transfer of all
        or
        part of its assets or business or any other corporate act or
        proceeding.

       

      (b) Changes
        in Control.

       

      (i)        
        Options.
        Each
        Option Agreement shall provide that in the event that the Company is subject
        to
        a Change in Control:

       

      (A)        
        immediately
        prior thereto all outstanding Options shall be automatically accelerated
        and
        become immediately exercisable as to all of the shares of Stock covered thereby,
        notwithstanding anything to the contrary in the Plan or the Option Agreement;
        and

       

      (B)        
        the
        Board
        may, in its discretion, and on such terms and conditions as it deems
        appropriate, by resolution adopted by the Board or by the terms of any agreement
        of sale, merger or consolidation giving rise to the Change in Control, provide
        that, without Optionee’s consent, the shares subject to an Option may (1)
        continue as an immediately exercisable Option of the Company (if the Company
        is
        the surviving corporation), (2) be assumed as immediately exercisable Options
        by
        the surviving corporation or its parent, (3) be substituted by immediately
        exercisable options granted by the surviving corporation or its parent with
        substantially the same terms for the Option, or (4) be cancelled after payment
        to the Optionee of an amount in cash or other consideration delivered to
        stockholders of the Company in the transaction resulting in a 

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      Change
        in
        Control of the Company equal to the total number of shares subject to the
        Option
        multiplied by the remainder of (i) the amount per share to be received by
        holders of the Company’s Stock in the sale, merger or consolidation, minus (ii)
        the exercise price per share of the shares subject to the Option.

       

      (ii)       
        Restricted
        Stock Awards.
        Each
        Restricted Stock Agreement shall provide that, immediately prior to a Change
        in
        Control, all restrictions imposed by the Board on any outstanding Restricted
        Stock Award shall be automatically canceled, the Restriction Period applicable
        to all outstanding Restricted Stock Awards shall immediately terminate, and
        such
        Restricted Stock Awards shall be fully vested, subject to the Restricted
        Stock
        Participant’s satisfaction of all applicable federal, state, local and/or
        foreign income and employment withholding taxes. Any applicable performance
        goals shall be deemed achieved at not less than the target level,
        notwithstanding anything to the contrary in the Plan or the Restricted Stock
        Agreement.

       

      (iii)      
        Restricted
        Stock Unit Awards.
        Each
        Restricted Stock Unit Agreement shall provide that, immediately upon a Change
        in
        Control, the Restricted Stock Units subject to such Agreement shall
        automatically vest in full, and the shares subject to those vested Restricted
        Stock Units shall be issued, notwithstanding any deferred issuance date
        otherwise in effect at the time for such shares, subject to the Restricted
        Stock
        Unit Participant’s satisfaction of all applicable federal, state, local and/or
        foreign income and employment withholding taxes. Accordingly, all performance
        milestones or service requirements in effect for those Restricted Stock Units
        shall be deemed to have been fully achieved or completed, notwithstanding
        anything to the contrary in the Plan or the Restricted Stock Unit
        Agreement.

       

      (c) Adjustment
        Of Shares.
        The
        aggregate number, class and kind of shares of stock available for issuance
        under
        the Plan, the aggregate number, class and kind of shares of stock as to which
        Restricted Stock or Restricted Stock Unit Awards may be granted, the limitation
        set forth in Section 4(c) on the number of shares of Stock that may be issued
        by
        a single officer under the Plan, the number, class and kind of shares under
        each
        outstanding Restricted Stock or Restricted Stock Unit Award, the exercise
        price
        of each Option and the number of shares purchasable on exercise of such Option
        shall be appropriately adjusted by the Board in its discretion to preserve
        the
        benefits or potential benefits intended to be made available under the Plan
        or
        with respect to any outstanding Options or any outstanding Restricted Stock
        or
        Restricted Stock Unit Awards or otherwise necessary to reflect any such change,
        if the Company shall (i) pay a dividend in, or make a distribution of, shares
        of
        Stock (or securities convertible into, exchangeable for or otherwise entitling
        a
        holder thereof to receive Stock), or evidences of indebtedness or other property
        or assets, on outstanding Stock, (ii) subdivide the outstanding shares of
        Stock into a greater number of shares, (iii) combine the outstanding shares
        of
        Stock into a smaller number of shares or (iv) issue any shares of its capital
        stock in a reclassification of the Stock (including any such reclassification
        in
        connection with a consolidation or merger in which the Company is the resulting
        corporation). An adjustment made pursuant to this Section 9(c) shall, in
        the
        case of a dividend or distribution, be made as of the record date therefor
        and,
        in the case of a subdivision, combination or reclassification, be made as
        of the
        effective date thereof. In case of any adjustment pursuant to this Section
        9(c)
        with respect to an Option, the total number of shares and the number of shares
        or other units of such other securities purchasable on exercise of the Option
        immediately prior thereto shall be adjusted so that the 

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      Optionee
        shall be entitled to receive at the same aggregate purchase price the number
        of
        shares of Stock and the number of shares or other units of such other securities
        that the Optionee would have owned or would have been entitled to receive
        immediately following the occurrence of any of the events described above
        had
        the Option been exercised in full immediately prior to the occurrence (or
        applicable record date) of such event. If, as a result of any adjustment
        pursuant to this Section 9(c), the Optionee shall become entitled to receive
        shares of two or more classes or series of securities of the Company, the
        Board
        shall equitably determine the allocation of the adjusted exercise price between
        or among shares or other units of such classes or series and shall notify
        the
        Optionee of such allocation. Any new or additional shares or securities received
        by a Restricted Stock Participant shall be subject to the same terms and
        conditions, including the Restriction Period, as related to the original
        Restricted Stock Award.

       

      (d) Receipt
        of Assets Other Than Stock.
        If at
        any time, as a result of an adjustment made pursuant to this Section 9, an
        Optionee or a Restricted Stock or Restricted Stock Unit Participant shall
        become
        entitled to receive any shares of capital stock or shares or other units
        of
        other securities or property or assets other than Stock, the number of such
        other shares or units so receivable on any exercise of the Option or expiration
        of the Restriction Period or the designated issuance date for the securities
        subject to vested Restricted Stock Units shall be subject to adjustment from
        time to time in a manner and on terms as nearly equivalent as practicable
        to the
        provisions with respect to the shares of Stock in this Section 9, and the
        provisions of this Plan with respect to the shares of Stock shall apply,
        with
        necessary changes in points of detail, on like terms to any such other shares
        or
        units.

       

      (e) Fractional
        Shares.
        All
        calculations under this Section 9 shall be made to the nearest cent or to
        the
        nearest one-hundredth of a share, as the case may be, but in no event shall
        the
        Company be obligated to issue any fractional share.

       

      (f) Inability
        to Prevent Acts Described in Section 9; Uniformity of Actions Not
        Required.
        No
        Optionee and no Restricted Stock or Restricted Stock Unit Participant shall
        have
        or be deemed to have any right to prevent the consummation of the acts described
        in this Section 9 affecting the number of shares of Stock subject to any
        Option
        or any Restricted Stock or Restricted Stock Unit Award held by the Optionee
        or
        the Restricted Stock or Restricted Stock Unit Participant. Any actions or
        determinations by the Board under this Section 9 need not be uniform as to
        all
        outstanding Options or outstanding Restricted Stock or Restricted Stock Unit
        Awards, and need not treat all Optionees or all Restricted Stock or Restricted
        Stock Unit Participants identically.

       

      
        	
                10.

              	
                TAX
                  WITHHOLDING OBLIGATIONS.

              


      

       

      (a) General
        Authorization.
        The
        Company is authorized to take whatever actions are necessary and proper to
        satisfy all obligations of Optionees and Restricted Stock and Restricted
        Stock
        Unit Participants (including, for purposes of this Section 10, any other
        person
        entitled to exercise an Option or receive shares of Stock pursuant to a
        Restricted Stock or Restricted Stock Unit Award under the Plan) for the payment
        of all federal, state, local and/or foreign taxes in connection with any
        Option
        grant or exercise, any Restricted Stock Award or any Stock issuance pursuant
        to
        a vested Restricted Stock Unit Award (including, but not limited to, actions
        pursuant to the following Section 10(b)).

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      


       

      (b) Withholding
        Requirement and Procedure.

       

      (i)        
        Options.
        Whenever the Company proposes or is required to issue or transfer shares
        of
        Stock with respect to an Option, the Company shall have the right to require
        the
        grantee to remit to the Company an amount sufficient to satisfy any federal,
        state and/or local withholding tax requirements prior to the delivery of
        any
        certificate or certificates for such shares, including, for each Optionee
        who is
        an Employee, the employee portion of the FICA (Social Security and Medicare)
        taxes. Alternatively, the Company may issue or transfer such shares net of
        the
        number of shares sufficient to satisfy the withholding tax requirements.
        For
        withholding tax purposes, the shares of Stock shall be valued on the date
        the
        withholding obligation is incurred.

       

      (ii)       
        Restricted
        Stock.
        Each
        Restricted Stock Participant shall, no later than the date as of which the
        value
        of the Restricted Stock Award first becomes includible in the gross income
        of
        the Restricted Stock Participant for income tax purposes, pay to the Company
        in
        cash, or make arrangements satisfactory to the Company regarding payment
        to the
        Company of, any taxes of any kind required by law to be withheld with respect
        to
        the Stock or other property subject to such Restricted Stock Award, including,
        for each Restricted Stock Participant who is an Employee, the employee portion
        of the FICA (Social Security and Medicare) taxes applicable to the shares
        of
        Stock or other property. No Stock shall be delivered to a Restricted Stock
        Participant with respect to a Restricted Stock Award until such payment or
        arrangement has been made. The Company shall, to the extent permitted by
        law,
        have the right to deduct any such taxes from any payment of any kind otherwise
        due to such Restricted Stock Participant. Notwithstanding the above, the
        Board
        may, in its discretion and pursuant to procedures approved by the Board,
        permit
        the Restricted Stock Participant to elect withholding by the Company of Stock
        or
        other property otherwise deliverable to such Restricted Stock Participant
        pursuant to his or her Restricted Stock Award, provided, however, that the
        amount of any Stock so withheld shall not exceed the amount necessary to
        satisfy
        the Company’s required tax withholding obligations using the minimum statutory
        withholding rates for federal, state and/or local tax purposes, including
        payroll taxes, that are applicable to supplemental taxable income in full
        or
        partial satisfaction of such tax obligations, based on the Fair Market Value
        of
        the Stock on the payment date.

       

      (c) Section
        83(b) Election.
        If a
        Restricted Stock Participant makes an election under Code Section 83(b),
        or any
        successor section thereto, to be taxed with respect to a Restricted Stock
        Award
        as of the date of transfer of the Restricted Stock rather than as of the
        date or
        dates on which the Restricted Stock Participant would otherwise be taxable
        under
        Code Section 83(a), such Restricted Stock Participant shall deliver a copy
        of
        such election to the Company immediately after filing such election with
        the
        Internal Revenue Service. Neither the Company nor any of its affiliates shall
        have any liability or responsibility relating to or arising out of the filing
        or
        not filing of any such election or any defects in its construction.

       

      (d) Restricted
        Stock Units.
        Each
        Restricted Stock Unit Participant shall comply with the following tax
        withholding requirements:

       

      (i)        
        Income
        Taxes.
        The
        Restricted Stock Unit Participant shall no later than the date as of which
        the
        shares of Stock which vest under his or her vested Restricted Stock Unit
        

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      Award
        first becomes includible in his or her gross income for income tax purposes,
        pay
        to the Company in cash, or make arrangements satisfactory to the Company
        regarding payment to the Company of, any income taxes required by law to
        be
        withheld with respect to the Stock or other property issuable pursuant to
        such
        vested Restricted Stock Unit Award.

       

      (ii) Employment
        Taxes.
         Any
        Restricted Stock Unit Participant who is an Employee shall be liable for
        the
        payment of the employee portion of the FICA (Social Security and Medicare)
        taxes
        applicable to the shares of Stock subject to his or her Restricted Stock
        Unit
        Award at the time those shares vest. The FICA taxes shall be based upon the
        Fair
        Market Value of the shares of Stock on the date those shares vest under the
        Restricted Stock Unit Award.

       

      No
        Stock
        shall be delivered to a Restricted Stock Unit Participant with respect to
        a
        Restricted Stock Unit Award until such income and employment withholding
        taxes
        have been collected. The Company shall, to the extent permitted by law, have
        the
        right to deduct any such taxes from any payment of any kind otherwise due
        to
        such Restricted Stock Unit Participant. Notwithstanding the above, the Board
        may, in its discretion and pursuant to procedures approved by the Board,
        permit
        the Restricted Stock Unit Participant to satisfy the federal and state income
        withholding taxes applicable to the issued shares of Stock, together with
        any
        FICA withholding taxes due at the time of such Stock issuance, by having
        the
        Company withhold shares of Stock (based on the Fair Market Value of the Stock
        on
        the issuance date) or other property otherwise deliverable to such Restricted
        Stock Unit Participant in settlement of his or her vested Restricted Stock
        Unit
        Award, provided, however, that the amount of any Stock so withheld shall
        not
        exceed the amount necessary to satisfy the Company’s required income tax
        withholding obligations using the minimum statutory withholding rates for
        federal, state and/or local tax purposes, that are applicable to supplemental
        taxable income

       

      
        	
                11.

              	
                AMENDMENT,
                  TERMINATION OR SUSPENSION OF THE
                  PLAN.

              


      

       

      (a) Amendment,
        Termination or Suspension of Plan.
        The
        Board may, at any time and with or without prior notice, amend, alter, suspend,
        or terminate the Plan, retroactively or otherwise, for any reason; provided,
        however, that unless otherwise required by law or specifically provided herein,
        no such amendment, alteration, suspension, or termination shall be made that
        would materially impair the previously accrued rights of any Optionee or
        any
        Restricted Stock or Restricted Stock Unit Participant with respect to his
        or her
        Option or his or her Restricted Stock or Restricted Stock Unit Award without
        his
        or her written consent.

       

      (b) Amendment
        of Options and Restricted Stock and Restricted Stock Unit Awards.
        The
        Board may amend the terms of any Option or any Restricted Stock or Restricted
        Stock Unit Award previously granted, including any Option Agreement or any
        Restricted Stock or Restricted Stock Unit Agreement, retroactively or
        prospectively, but no such amendment shall materially impair the previously
        accrued rights of any Optionee or any Restricted Stock or Restricted Stock
        Unit
        Participant with respect to any such Option or any Restricted Stock or
        Restricted Stock Unit Award without his or her written consent.

       

      (c) Automatic
        Termination of Plan.
        Unless
        sooner terminated, the Plan shall terminate on the date that the aggregate
        the
        total number of shares of Stock subject to the Plan have been 

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      issued
        pursuant to the Plan’s provisions, and no shares covered by a Restricted Stock
        Award are any longer subject to any Restriction Period.

       

      
        	
                12.

              	
                RIGHTS
                  OF EMPLOYEES, DIRECTORS, CONSULTANTS AND OTHER
                  PERSONS.

              


      

       

      Neither
        this Plan nor any Options or Restricted Stock or Restricted Stock Unit Awards
        shall confer on any Optionee, Restricted Stock or Restricted Stock Unit
        Participant or other person:

       

      (a) Any
        rights or claims under the Plan except in accordance with the provisions
        of the
        Plan and the applicable agreement;

       

      (b) Any
        right
        with respect to continuation of employment by the Company or any Subsidiary
        or
        engagement as a Consultant or Director, nor shall they interfere in any way
        with
        the right of the Company or any Subsidiary that employs or engages an Optionee
        or a Restricted Stock or Restricted Stock Unit Participant to terminate that
        person’s employment or engagement at any time with or without
        cause.

       

      (c) Any
        right
        to be selected to participate in the Plan or to be granted an Option or a
        Restricted Stock or Restricted Stock Unit Award; or

       

      (d) Any
        right
        to receive any bonus, whether payable in cash or in Stock, or in any combination
        thereof, from the Company or its subsidiaries, nor be construed as limiting
        in
        any way the right of the Company or its subsidiaries to determine, in its
        sole
        discretion, whether or not it shall pay any employee or consultant bonus,
        and,
        if so paid, the amount thereof and the manner of such payment.

       

      
        	
                13.

              	
                COMPLIANCE
                  WITH SECTION 16 OF THE EXCHANGE
                  ACT.

              


      

       

      So
        long
        as a class of the Company’s equity securities is registered under Section 12 of
        the Exchange Act, the Company intends that the Plan shall comply in all respects
        with Rule 16b-3. If during such time any provision of this Plan is found
        not to
        be in compliance with Rule 16b-3, that provision shall be deemed to have
        been
        amended or deleted as and to the extent necessary to comply with Rule 16b-3,
        and
        the remaining provisions of the Plan shall continue in full force and effect
        without change. All transactions under the Plan during such time shall be
        executed in accordance with the requirements of Section 16 of the Exchange
        Act
        and the applicable regulations promulgated thereunder.

       

      
        	
                14.

              	
                LIMITATION
                  OF LIABILITY AND
                  INDEMNIFICATION.

              


      

       

      (a) Contractual
        Liability Limitation.
        Any
        liability of the Company or its subsidiaries to any Optionee or any Restricted
        Stock or Restricted Stock Unit Participant with respect to any Option or
        any
        Restricted Stock or Restricted Stock Unit Award shall be based solely on
        contractual obligations created by the Plan and the Option Agreements and
        the
        Restricted Stock or Restricted Stock Unit Agreements outstanding
        thereunder.

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      


       

      (b) Indemnification.
        In
        addition to such other rights of indemnification as they may have as Directors
        or officers, Directors and officers to whom authority to act for the Board
        or
        the Company is delegated shall be indemnified by the Company against all
        reasonable expenses, including attorneys’ fees, actually and necessarily
        incurred in connection with the defense of any action, suit or proceeding,
        or in
        connection with any appeal therein, to which they or any of them may be a
        party
        by reason of any action taken or failure to act under or in connection with
        the
        Plan, or any right granted hereunder, and against all amounts paid by them
        in
        settlement thereof (provided such settlement is approved by independent legal
        counsel selected by the Company) or paid by them in satisfaction of a judgment
        in any such action, suit or proceeding, except in relation to matters as
        to
        which it shall be adjudged in such action, suit or proceeding that such person
        is liable for gross negligence, bad faith or intentional misconduct in duties;
        provided, however, that within sixty (60) days after the institution of such
        action, suit or proceeding, such person shall offer to the Company, in writing,
        the opportunity at its own expense to handle and defend the same.

       

      
        	
                15.

              	
                MISCELLANEOUS

              


      

       

      (a) Effective
        Date.
        The
        effective date of the Plan shall be the date the Plan is approved by the
        stockholders of the Company or such later date as shall be determined by
        the
        Board.

       

      (b) Acceptance
        of Terms and Conditions of Plan.
        By
        accepting any benefit under the Plan, each Optionee and each Restricted Stock
        or
        Restricted Stock Unit Participant and each person claiming under or through
        such
        Optionee or such Restricted Stock or Restricted Stock Unit Participant shall
        be
        conclusively deemed to have indicated their acceptance and ratification of,
        and
        consent to, all of the terms and conditions of the Plan and any action taken
        under the Plan by the Company, the Board or the Committee, in any case in
        accordance with the terms and conditions of the Plan.

       

      (c) No
        Effect on Other Arrangements.
        Neither
        the adoption of the Plan nor anything contained herein shall affect any other
        compensation or incentive plans or arrangements of the Company or its
        subsidiaries, or prevent or limit the right of the Company or any subsidiary
        to
        establish any other forms of incentives or compensation for their Employees,
        Directors or Consultants or grant or assume restricted stock or other rights
        otherwise than under the Plan.

       

      (d) Choice
        of Law.
        The
        Plan shall be governed by and construed in accordance with the laws of the
        State
        of California, without regard to such state’s conflict of law provisions, and,
        in any event, except as superseded by applicable Federal law.

       

      



      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      Annex
        A

      


       

      NONQUALIFIED
        STOCK OPTION AGREEMENT

       

      


      Dear
        ____________:

       

      Waste
        Connections, Inc. (the “Company”), pursuant to its 2004 Equity Incentive Plan
        (the “Plan”), has granted to you an option to purchase shares of the common
        stock of the Company (“Stock”). This option is not intended to qualify and will
        not be treated as an “incentive stock option” within the meaning of Section 422
        of the Internal Revenue Code of 1986, as amended (the “Code”).

       

      The
        grant
        under this Nonqualified Stock Option Agreement (the “Agreement”) is in
        connection with and in furtherance of the Company’s compensatory benefit plan
        for participation of the Company’s Employees, Directors and Consultants.
        Capitalized terms used and not otherwise defined herein shall have the meanings
        ascribed to them in the Plan.

       

      The
        option granted hereunder is subject to and governed by the following terms
        and
        conditions:

       

      1.    Award
        Date:     .

       

      2.    Number
        of Shares Subject to Option:     .

       

      3     Vesting
        Schedule.
        Subject
        to the limitations herein and in the Plan, this option shall become exercisable
        (vest) as follows:

       

      
        	
                 

                Number
                  of Shares

                   (Installment)   

              	
                 

                Date
                  of Earliest Exercise

                        (Vesting)       

              
	 	 


      

       

       

       

      The
        installments provided for are cumulative. Each such installment that becomes
        exercisable shall remain exercisable until expiration or earlier termination
        of
        the option.

       

      4.    Exercise
        Price.

       

      (a)    The
        exercise price of this option is $______________ per share.

       

      (b)    Payment
        of the exercise price per share is due in full in cash (including check) on
        exercise of all or any part of each installment that has become exercisable
        by
        you; provided that, if at the time of exercise the Stock is publicly traded
        and
        quoted regularly in the Wall
        Street Journal,
        payment
        of the exercise price, to the extent permitted by the Company and applicable
        statutes and regulations, may be made by having the Company withhold shares
        of
        Stock issuable on such exercise, by delivering shares of Stock already owned
        by
        you, by cashless exercise described in Section 5(d) of the Plan and
        complying with its provisions, or by delivering a combination of such forms
        of
        payment. Such Stock (i) shall be valued at its Fair Market Value at the
        close of business on the date of exercise, (ii) if originally acquired from
        the Company, 

       


      
        
          Annex
            A: Page 1

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      must
        have
        been held for the period required to avoid a charge to the Company’s reported
        earnings, and (iii) must be owned free and clear of any liens, claims,
        encumbrances or security interests.

       

      5.    Partial
        or Early Exercise.

       

      (a)    Subject
        to the provisions of this Agreement, you may elect at any time during your
        Continuous Status as an Employee, Director or Consultant to exercise this
        option
        as to any part or all of the shares subject to this option at any time during
        the term hereof, including, without limitation, a time prior to the date
        of
        earliest exercise (vesting) stated in paragraph 3 hereof; provided
        that:

       

      (i)        
        a
        partial
        exercise of this option shall be deemed to cover first vested shares and
        then
        unvested shares next vesting;

       

      (ii)       
        any
        shares so purchased that shall not have vested as of the date of exercise
        shall
        be subject to the purchase option in favor of the Company as described in
        the
        Early Exercise Stock Purchase Agreement available from the Company;
        and

       

      (iii)      
        you
        shall
        enter into an Early Exercise Stock Purchase Agreement in the form available
        from
        the Company with a vesting schedule that will result in the same vesting
        as if
        no early exercise had occurred.

       

      (b)    The
        election provided in this paragraph 5 to purchase shares on the exercise
        of this
        option prior to the vesting dates shall cease on termination of your Continuous
        Status as an Employee, Director or Consultant and may not be exercised from
        or
        after the date thereof.

       

      6.    Fractional
        Shares.
        This
        option may not be exercised for any number of shares that would require the
        issuance of anything other than whole shares.

       

      7.    Securities
        Law Compliance.
        Notwithstanding anything to the contrary herein, this option may not be
        exercised if the issuance of shares of Stock upon exercise would constitute
        a
        violation of any applicable federal, state or foreign securities laws or
        other
        law or regulations or the requirements of any stock exchange or market system
        upon which the Stock may then be listed. In addition, this option may not
        be
        exercised unless (a) a registration statement under the Securities Act
        shall at the time of exercise of the option be in effect with respect to
        the
        shares issuable upon exercise of the option or (b) in the opinion of legal
        counsel to the Company, the shares issuable upon exercise of the option may
        be
        issued in accordance with the terms of an applicable exemption from the
        registration requirements of the Securities Act. The inability of the Company
        to
        obtain from any regulatory body having jurisdiction the authority, if any,
        deemed by the Company’s legal counsel to be necessary to the lawful issuance and
        sale of any shares hereunder shall relieve the Company of any liability in
        respect of the failure to issue or sell such shares as to which such requisite
        authority shall not have been obtained. As a condition to the exercise of
        any
        option, the Company may require the Optionee to satisfy any qualifications
        that
        may be necessary or appropriate, to evidence compliance with any applicable
        law
        or regulation and to make any representation or warranty with respect thereto
        as
        may be requested by the Company.

       


      
        
          Annex
            A: Page 2

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      8.    Term.
        The term
        of this option commences on the date hereof and, unless sooner terminated
        as set
        forth below or in the Plan, terminates on ________________ (which date shall
        be
        no more than five years from the award date in Section 1 of this Agreement).
        In
        no event may this option be exercised on or after the date on which it
        terminates. This option shall terminate prior to the expiration of its term
        on
        the date of termination of your Continuous Status as an Employee, Director
        or
        Consultant for any reason or for no reason, unless:

       

      (a)    such
        termination is due to your retirement or Disability and you do not die within
        the three months after such termination, in which event the option shall
        terminate on the earlier of the termination date set forth above or six months
        after such termination of your Continuous Status as an Employee, Director
        or
        Consultant; or

       

      (b)    such
        termination is due to your death, or such termination is due to your retirement
        or Disability and you die within three months after such termination, in
        which
        event the option shall terminate on the earlier of the termination date set
        forth above or the first anniversary of your death.

       

      Notwithstanding
        any of the foregoing provisions to the contrary however, this option may
        be
        exercised following termination of your Continuous Status as an Employee,
        Director or Consultant only as to that number of shares as to which it shall
        have been exercisable under Section 2 of this Agreement on the date of such
        termination.

       

      9.    Conditions
        on Exercise.

       

      (a)    This
        option may be exercised, to the extent specified above, by delivering a notice
        of exercise (in a form designated by the Company) together with the
        exercise price to the Secretary of the Company, or to such other person as
        the
        Company may designate, during regular business hours, together with such
        additional documents as the Company may then require pursuant to Section
        7 of
        the Plan.

       

      (b)    By
        exercising this option you agree that the Company (or a representative of
        the
        underwriters) may, in connection with an underwritten registration of the
        offering of any securities of the Company under the Exchange Act, require
        that
        you not sell or otherwise transfer or dispose of any shares of Stock or other
        securities of the Company during such period (not to exceed 180
        days) following the effective date (the “Effective Date”) of the
        registration statement of the Company filed under the Exchange Act as may
        be
        requested by the Company or the representative of the underwriters. For purposes
        of this restriction, you will be deemed to own securities which (A) are
        owned directly or indirectly by you, including securities held for your benefit
        by nominees, custodians, brokers or pledgees, (B) may be acquired by you
        within sixty days of the Effective Date, (C) are owned directly or
        indirectly, by or for your brothers or sisters (whether by whole or half
        blood),
        spouse, ancestors and lineal descendants, or (D) are owned, directly or
        indirectly, by or for a corporation, partnership, estate or trust of which
        you
        are a shareholder, partner or beneficiary, but only to the extent of your
        proportionate interest therein as a shareholder, partner or beneficiary thereof.
        You further agree that the Company may impose stop-transfer instructions
        with
        respect to securities subject to the foregoing restrictions until the end
        of
        such period.

       

      10.       
        Adjustments
        on Certain Events.

       

      (a)    In
        the
        event that the Company is subject to a Change in Control:

       


      
        
          Annex
            A: Page 3

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      (i)        
        immediately
        prior thereto this option shall be automatically accelerated and become
        immediately exercisable as to all of the shares of Stock covered hereby,
        notwithstanding anything to the contrary in the Plan or this Agreement;
        and

       

      (ii)       
        the
        Board
        may, in its discretion, and on such terms and conditions as it deems
        appropriate, by resolution adopted by the Board or by the terms of any agreement
        of sale, merger or consolidation giving rise to the Change in Control, provide
        that, without Optionee’s consent, the shares subject to this option may
        (A) continue as an immediately exercisable option of the Company (if the
        Company is the surviving corporation), (B) be assumed as immediately
        exercisable options by the surviving corporation or its parent, (C)  be
        substituted by immediately exercisable options granted by the surviving
        corporation or its parent with substantially the same terms for this option,
        or
        (D) be cancelled after payment to Optionee of an amount in cash or other
        consideration delivered to stockholders of the Company in the transaction
        resulting in a Change in Control of the Company equal to the total number
        of
        shares subject to this option multiplied by the remainder of (1) the amount
        per share to be received by holders of the Company’s Stock in the sale, merger
        or consolidation, minus (2) the exercise price per share of the shares
        subject to this option.

       

      (b)    The
        exercise price shall be subject to adjustment from time to time in the event
        that the Company shall (i) pay a dividend in, or make a distribution of,
        shares
        of Stock (or securities convertible into, exchangeable for or otherwise
        entitling a holder thereof to receive Stock), or evidences of indebtedness
        or
        other property or assets, on outstanding Stock, (ii) subdivide the outstanding
        shares of Stock into a greater number of shares, (iii) combine the outstanding
        shares of Stock into a smaller number of shares or (iv) issue any shares
        of its
        capital stock in a reclassification of the Stock (including any such
        reclassification in connection with a consolidation or merger in which the
        Company is the resulting corporation). An adjustment made pursuant to this
        Section 10(b) shall, in the case of a dividend or distribution, be made as
        of
        the record date therefor and, in the case of a subdivision, combination or
        reclassification, be made as of the effective date thereof. In any such case,
        the total number of shares and the number of shares or other units of such
        other
        securities purchasable on exercise of the option immediately prior thereto
        shall
        be adjusted so that the Optionee shall be entitled to receive at the same
        aggregate purchase price the number of shares of Stock and the number of
        shares
        or other units of such other securities that the Optionee would have owned
        or
        would have been entitled to receive immediately following the occurrence
        of any
        of the events described above had the option been exercised in full immediately
        prior to the occurrence (or applicable record date) of such event. If, as
        a
        result of any adjustment pursuant to this Section 10(b), the Optionee shall
        become entitled to receive shares of two or more classes or series of securities
        of the Company, the Board shall equitably determine the allocation of the
        adjusted exercise price between or among shares or other units of such classes
        or series and shall notify the Optionee of such allocation.

       

      (c)`    If
        at any
        time, as a result of an adjustment made pursuant to this Section 10, the
        Optionee shall become entitled to receive any shares of capital stock or
        shares
        or other units of other securities or property or assets other than Stock,
        the
        number of such other shares or units so receivable on any exercise of the
        option
        shall be subject to adjustment from time to time in a manner and on terms
        as
        nearly equivalent as practicable to the provisions with respect to the shares
        of
        Stock in this Section 10, and the provisions of this Agreement with respect
        to the shares of Stock shall apply, with necessary changes in points of detail,
        on like terms to any such other shares or units.

       


      
        
          Annex
            A: Page 4 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      (d)    All
        calculations under this Section 10 shall be made to the nearest cent or to
        the
        nearest one-hundredth of a share, as the case may be, but in no event shall
        the
        Company be obligated to issue any fractional share on any exercise of the
        option.

       

      11.    Non-Transferability.
        This
        option is generally not transferable, except by will or by the laws of descent
        and distribution, unless the Company expressly permits a transfer, such as
        to a
        trust or other entity for estate planning purposes. Unless the Company approves
        such a transfer, this option is exercisable during your life only by
        you.

       

      12.    Rights
        of Optionee.
        This
        Agreement is not an employment contract and nothing in this Agreement shall
        be
        deemed to create in any way whatsoever any obligation on your part to continue
        in the employ of the Company, or of the Company to continue your employment
        with
        the Company. If this option is granted to you in connection with your
        performance of services as a Consultant, references to employment, Employee
        and
        similar terms shall be deemed to include the performance of services as a
        Consultant; provided that no rights as an Employee shall arise by reason
        of the
        use of such terms.

       

      13.    Tax
        Withholding Obligations. Whenever
        the Company proposes or is required to issue or transfer shares of Stock
        to you
        with respect to an Option, the Company shall have the right to require you
        to
        remit to the Company an amount sufficient to satisfy any Federal, state or
        local
        withholding tax requirements, including your applicable share of any employment
        taxes, prior to the delivery of any certificate or certificates for such
        shares.
        Alternatively, the Company may issue or transfer such shares net of the number
        of shares sufficient to satisfy the withholding tax requirements. For
        withholding tax purposes, the shares of Stock shall be valued on the date
        the
        withholding obligation is incurred.

       

      14.    Notice.
        Any
        notice or other communication to be given under or in connection with this
        Agreement or the Plan shall be given in writing and shall be deemed effectively
        given on receipt or, in the case of notices from the Company to you, five
        days
        after deposit in the United States mail, postage prepaid, addressed to you
        at
        the address specified below or at such other address as you may hereafter
        designate by notice to the Company.

       

      15.    Agreement
        Subject to Plan.
        This
        Agreement is subject to all provisions of the Plan, a copy of which is attached
        hereto and made a part of this Agreement, and is further subject to all
        interpretations, amendments, rules and regulations which may from time to
        time
        be promulgated and adopted pursuant to the Plan. In the event of any conflict
        between the provisions of this Agreement and those of the Plan, the provisions
        of the Plan shall control.

       

      
        
          	 	
                  WASTE
                    CONNECTIONS, INC.

                  


                  


                  


                  By 
                    __________________________  

                        
                    Duly authorized on behalf

                        
                    of the Board of Directors

                


        

      

       

      ATTACHMENTS:

       

      Waste
        Connections, Inc. 2004 Equity Incentive Plan

      Notice
        of
        Exercise

       


      
        
          Annex
            A: Page 5

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      The
        undersigned:

       

      (a)    Acknowledges
        receipt of the foregoing Nonqualified Stock Option Agreement and the attachments
        referenced therein and understands that all rights and liabilities with respect
        to the option granted under the Agreement are set forth in such Agreement
        and
        the Plan; and

       

      (b)    Acknowledges
        that as of the date of grant set forth in such Agreement, the Agreement sets
        forth the entire understanding between the undersigned optionee and the Company
        and its Subsidiaries regarding the acquisition of Stock pursuant to the option
        and supersedes all prior oral and written agreements on that subject with
        the
        exception of (i) the options, if any, previously granted and delivered to
        the undersigned under stock option plans of the Company, and (ii) the
        following agreements only:

       

      
        	NONE:	
                _____________

                (Initial)

              


      

       

       

      
        	OTHER:	
                _________________________

                
                  _________________________

                  _________________________

                

              


      

       

       

      
        
          	 	
                  
                    

                  

                  OPTIONEE

                   

                  Address:   
                    _______________________________

                                     
                    _______________________________ 

                


        

      

       

       

       

       

      


      


       


      
        
          Annex
            A: Page 6 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      NOTICE
        OF EXERCISE

       

      
        	
                Waste
                  Connections, Inc.

              	 
	
                35
                  Iron Circle, Suite 200

              	 
	
                Folsom,
                  CA 95630-8589

              	
                Date
                  of Exercise: __________

              


      

       

      Ladies
        and Gentlemen:

       

      This
        constitutes notice under my Nonqualified Stock Option Agreement that I elect
        to
        purchase the number of shares of Common Stock (“Stock”) of Waste
        Connections, Inc. (the “Company”) for the price set forth
        below.

       

      
        	
                Option
                  Agreement dated:

                 

              	
                _______________________

                 

              
	
                Number
                  of shares as

                to
                  which option is

                exercised:

                 

              	
                _______________________

                 

              
	
                Certificates
                  to be

                issued
                  in name of:

                 

              	
                _______________________

                 

              
	
                Total
                  exercise price:

                 

              	
                $______________________

                 

              
	
                Cash
                  payment delivered

                herewith:

                 

              	
                $______________________

                 

              
	
                Value
                  of __________ shares

                of
                  _________________ common

                stock
                  delivered herewith:1 

              	
                $______________________

                 

              


      

      


       

      By
        this
        exercise, I agree (i) to provide such additional documents as you may
        require pursuant to the terms of the Waste Connections, Inc. 2004 Equity
        Incentive Plan or the Option Agreement, and (ii) to provide for the payment
        by me to you (in the manner designated by you) of your withholding
        obligation, if any, relating to the exercise of this option.

       

      I
        hereby
        represent, warrant and agree with respect to the shares of Stock of the Company
        that I am acquiring by this exercise of the option (the “Shares”) that, if
        required by the Company (or a representative of the underwriters) in
        connection with an underwritten registration of the offering of any securities
        of the Company under the Securities Act, I will not sell or otherwise transfer
        or dispose of any shares of Stock or other securities of the Company during
        such
        period (not to exceed 180 days) following the effective date of the
        registration statement of the Company filed under the Securities Act (the
        “Effective Date”) as may be requested by the Company or the representative
        of the underwriters. For purposes of this restriction, I will be deemed to
        own
        securities that (i) are owned, directly or indirectly by me, including
        securities 

       

      __________________________

      
        1     Shares
          must meet the public trading requirements set forth in the Option Agreement.
          Shares must be valued in accordance with the terms of the option being
          exercised, must have been owned for the minimum period required in the
          Option
          Agreement, and must be owned free and clear of any liens, claims, encumbrances
          or security interests. Certificates must be endorsed or accompanied by
          an
          executed assignment separate from certificate.

      

      


       


      
        
          Annex
            A: Page 7 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      held
        for
        my benefit by nominees, custodians, brokers or pledgees; (ii) may be
        acquired by me within sixty days of the Effective Date; (iii) are owned
        directly or indirectly, by or for my brothers or sisters (whether by whole
        or
        half blood), spouse, ancestors and lineal descendants; or (iv) are owned,
        directly or indirectly, by or for a corporation, partnership, estate or trust
        of
        which I am a shareholder, partner or beneficiary, but only to the extent
        of my
        proportionate interest therein as a shareholder, partner or beneficiary thereof.
        I further agree that the Company may impose stop-transfer instructions with
        respect to securities subject to this restriction until the end of such
        period.

       

       

       

       

      
        	 	Very truly
                yours,


      

       

       

       

       

       

       

       

       

       

       

       

      


       


      
        
          Annex
            A: Page 8 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Annex
        B

      


       

      RESTRICTED
        STOCK AGREEMENT

       

      


      Dear
        _____________:

       

      Waste
        Connections, Inc. (the “Company”), pursuant to its 2004 Equity Incentive Plan
        (the “Plan”) has granted to you an award of Restricted Stock (“Award”) in shares
        of common stock of the Company (“Stock”). The Restricted Stock will be issued to
        you subject to restrictions on transfer and otherwise, which will lapse over
        the
        Restricted Period, provided that you maintain Continuous Status as an Employee,
        Director or Consultant.

       

      The
        grant
        under this Restricted Stock Agreement (the “Agreement”) is in connection with
        and in furtherance of the Company’s compensatory benefit plan for participation
        of the Company’s Employees, Directors and Consultants. Capitalized terms used
        and not otherwise defined herein shall have the meanings ascribed to them
        in the
        Plan.

       

      The
        Award
        granted hereunder is subject to and governed by the following terms and
        conditions:

       

      1.    Award
        Date:     .

       

      2.    Number
        of Shares Subject to Award:     .

       

      3.    Purchase
        Price. The
        purchase price for each share of Stock awarded by this Agreement is
        $_______________.

       

      4.    Vesting
        Schedule.
        The
        Award of Restricted Stock shall be deemed non-forfeitable and such Stock
        shall
        no longer be considered Restricted Stock on the earlier of a Change in Control
        or the expiration of the Restriction Period on the following dates with respect
        to the following percentages of the total shares of Restricted Stock awarded,
        and the Company shall, within a reasonable time and subject to Section 5,
        deliver stock certificates evidencing such Stock to you:

       

      (a)    Schedule
        of Expiration of Restriction Period.
        The
        overall restriction period, which begins on the date of the grant of the
        Award
        and ends on the ________ anniversary of the grant of the Award (the “Restriction
        Period”), expires in _____ equal phases:

       

      
        	
                Date

              	 	
                Restriction
                  Period Expires
with Respect to the
Following Percentage of
Total
                  Shares of Restricted
Stock Awarded

              
	
                On
                  grant

              	 	
                0%

              
	
                As
                  of ____________, 20__ (first anniversary of grant)

              	 	
                __%

              
	
                [As
                  of ____________, 20__ (second anniversary of grant)]

              	 	
                [__%]

              
	
                [As
                  of ____________, 20__ (third anniversary of grant)]

              	 	
                [__%]

              
	
                [As
                  of ____________, 20__ (fourth anniversary of grant)]

              	 	
                [__%]

              


      

      



      
        
          Annex
            B: Page 1

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      (b)    Forfeiture
        of Restricted Stock.
        If,
        during the Restriction Period, your Continuous Status as an Employee, Director
        or Consultant terminates for any reason, you will forfeit any shares of
        Restricted Stock as to which the Restriction Period has not yet
        expired.

       

      5.    Conditions
        on Awards.
        Notwithstanding anything to the contrary herein:

       

      (a)    Securities
        Law Compliance.
        Awards
        may not be granted and shares of stock may not be issued if either such action
        would constitute a violation of any applicable federal, state or foreign
        securities laws or other law or regulations or the requirements of any stock
        exchange or market system on which the Stock may then be listed. In addition,
        no
        Stock may be issued unless (a) a registration statement under the Securities
        Act
        shall at the time of issuance of the Stock be in effect with respect to the
        shares of Stock to be issued or (b) in the opinion of legal counsel to the
        Company, the shares of Stock to be issued on expiration of the applicable
        Restriction Period may be issued in accordance with the terms of an applicable
        exemption from the registration requirements of the Securities Act. The
        inability of the Company to obtain from any regulatory body having jurisdiction
        the authority, if any, deemed by the Company’s legal counsel to be necessary to
        the lawful issuance and sale of any shares hereunder shall relieve the Company
        of any liability in respect of the failure to issue or sell such shares as
        to
        which such requisite authority shall not have been obtained. As a condition
        to
        the issuance of any Stock, the Company may require you to satisfy any
        qualifications that may be necessary or appropriate to evidence compliance
        with
        any applicable law or regulation and to make any representation or warranty
        with
        respect thereto as may be requested by the Company.

       

      (b)    Investment
        Representation.
        The
        Company may require you, or any person to whom an Award is transferred, as
        a
        condition of receiving shares of Stock pursuant to such Award, to (A) give
        written assurances satisfactory to the Company as to your knowledge and
        experience in financial and business matters or to employ a purchaser
        representative reasonably satisfactory to the Company who is knowledgeable
        and
        experienced in financial and business matters, and that you are capable of
        evaluating, alone or together with the purchaser representative, the merits
        and
        risks of receiving such Stock, and (B) to give written assurances satisfactory
        to the Company stating that you are acquiring the Stock for your own account
        and
        not with any present intention of selling or otherwise distributing the Stock.
        The foregoing requirements, and any assurances given pursuant to such
        requirements, shall not apply if (1) the issuance of the Stock has been
        registered under a then currently effective registration statement under
        the
        Securities Act, or (2) counsel for the Company determines as to any particular
        requirement that such requirement need not be met in the circumstances under
        the
        then applicable securities laws.

       

      6.    Non-Transferability
        of Award.
        During
        the Restriction Period stated herein, you shall not sell, transfer, pledge,
        assign, encumber or otherwise dispose of the Restricted Stock whether by
        operation of law or otherwise and shall not make such Restricted Stock subject
        to execution, attachment or similar process. Any attempt by you to do so
        shall
        constitute the immediate and automatic forfeiture of such Award. Notwithstanding
        the foregoing, you may designate the payment or distribution of the Award
        (or
        any portion thereof) after your death to the beneficiary most recently named
        by
        you in a written designation thereof filed with the Company, or, in lieu
        of any
        such surviving beneficiary, as designated by you by will or by the laws of
        descent and distribution. In the event any Award is to be paid or distributed
        to
        the executors, administrators, heirs or distributees of your estate, or to
        your
        beneficiary, in any such case pursuant to the terms and conditions of the
        Plan
        and in accordance with such terms and 

       


      
        
          Annex
            B: Page 2

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      conditions
        as may be specified from time to time by the Committee, the Company shall
        be
        under no obligation to issue Stock thereunder unless and until the Committee
        is
        satisfied that the person or persons to receive such Stock is the duly appointed
        legal representative of your estate or the proper legatee or distributee
        thereof
        or your named beneficiary.

       

      7.    Adjustments
        on Certain Events.

       

      (a)    Changes
        in Control.
        Immediately prior to a Change in Control, all restrictions imposed by the
        Committee on any outstanding Award shall be immediately automatically canceled,
        the Restriction Period shall immediately terminate and the Award shall be
        fully
        vested, notwithstanding anything to the contrary in the Plan or the
        Agreement.

       

      (b)    Adjustment
        of Shares.
        The
        number, class and kind of shares under the Award shall be appropriately adjusted
        by the Committee in its discretion to preserve the benefits or potential
        benefits intended to be made available under the Plan or with respect to
        the
        Award or otherwise necessary to reflect any such change, if the Company shall
        (i) pay a dividend in, or make a distribution of, shares of Stock (or securities
        convertible into, exchangeable for or otherwise entitling a holder thereof
        to
        receive Stock), or evidences of indebtedness or other property or assets,
        on
        outstanding Stock, (ii) subdivide the outstanding shares of Stock into a
        greater
        number of shares, (iii) combine the outstanding shares of Stock into a smaller
        number of shares or (iv) issue any shares of its capital stock in a
        reclassification of the Stock (including any such reclassification in connection
        with a consolidation or merger in which the Company is the resulting
        corporation). An adjustment made pursuant to this Section 7(b) shall, in
        the
        case of a dividend or distribution, be made as of the record date therefor
        and,
        in the case of a subdivision, combination or reclassification, be made as
        of the
        effective date thereof. Any new or additional shares or securities that you
        receive are subject to the same terms and conditions, including the Restriction
        Period, as related to the original Award.

       

      (c)    Receipt
        of Assets other than Stock.
        If at
        any time, as a result of an adjustment made pursuant to this Section 7, you
        shall become entitled to receive any shares of capital stock or shares or
        other
        units of other securities or property or assets other than Stock, the number
        of
        such other shares or units so receivable on expiration of the Restriction
        Period
        shall be subject to adjustment from time to time in a manner and on terms
        as
        nearly equivalent as practicable to the provisions with respect to the shares
        of
        Stock in this Section 7, and the provisions of this Agreement with respect
        to
        the shares of Stock shall apply, with necessary changes in points of detail,
        on
        like terms to any such other shares or units.

       

      (d)    Fractional
        Shares.
        All
        calculations under this Section 7 shall be made to the nearest cent or to
        the
        nearest one-hundredth of a share, as the case may be, but in no event shall
        the
        Company be obligated to issue any fractional share.

       

      (e)    Inability
        to Prevent Acts Described in Section 7; Uniformity of Actions Not
        Required.
        No
        Restricted Stock Participant shall have or be deemed to have any right to
        prevent the consummation of the acts described in this Section 7 affecting
        the
        number of shares of Stock subject to any Award held by the Restricted Stock
        Participant. Any actions or determinations by the Committee under this Section
        7
        need not be uniform as to all outstanding Awards, and need not treat all
        Restricted Stock Participants identically.

       


      
        
          Annex
            B: Page 3

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      8.    Rights
        of Restricted Stock Participant.
        This
        Plan and the Awards shall not confer on you or any other person:

       

      (a)    Any
        rights or claims under the Plan except in accordance with the provisions
        of the
        Plan and the applicable agreement;

       

      (b)    Any
        right
        with respect to continuation of employment or a consulting or directorship
        arrangement with the Company or any Subsidiary, nor shall they interfere
        in any
        way with the right of the Company or any Subsidiary that employs you or engages
        you as a consultant or director to terminate your employment or consulting
        or
        directorship arrangement at any time with or without cause;

       

      (c)    Any
        right
        to be selected to participate in the Plan or to be granted an Award;
        or

       

      (d)    Any
        right
        to receive any bonus, whether payable in cash or in Stock, or in any combination
        thereof, from the Company or its subsidiaries, nor be construed as limiting
        in
        any way the right of the Company or its subsidiaries to determine, in its
        sole
        discretion, whether or not it shall pay any employee, consultant or director
        bonuses, and, if so paid, the amount thereof and the manner of such
        payment.

       

      9.    Tax
        Withholding Obligations.

       

      (a)    Withholding
        Requirement and Procedure.
        You
        shall (and in no event shall Stock be delivered to you with respect to an
        Award
        until), no later than the date as of which the value of the Award first becomes
        includible in your gross income for income tax purposes, pay to the Company
        in
        cash, or make arrangements satisfactory to the Company, as determined in
        the
        Committee’s discretion, regarding payment to the Company of, any taxes of any
        kind required by law to be withheld with respect to the Stock or other property
        subject to such Award, including your applicable share of any employment
        taxes,
        and the Company shall, to the extent permitted by law, have the right to
        deduct
        any such taxes from any payment of any kind otherwise due to you.
        Notwithstanding the above, the Committee may, in its discretion and pursuant
        to
        procedures approved by the Committee, permit you to elect withholding by
        the
        Company of Stock or other property otherwise deliverable to you pursuant
        to your
        Award, provided, however, that the amount of any Stock so withheld shall
        not
        exceed the amount necessary to satisfy the Company’s required tax withholding
        obligations using the minimum statutory withholding rates for Federal, state
        and/or local tax purposes, including payroll taxes, that are applicable to
        supplemental taxable income in full or partial satisfaction of such tax
        obligations, based on the Fair Market Value of the Stock on the payment
        date.

       

      (b)    Section
        83(b) Election.
        If you
        make an election under Code Section 83(b), or any successor section thereto,
        to
        be taxed with respect to an Award as of the date of transfer of the Restricted
        Stock rather than as of the date or dates on which you would otherwise be
        taxable under Code Section 83(a), you shall deliver a copy of such election
        to
        the Company immediately after filing such election with the Internal Revenue
        Service. Neither the Company nor any of its affiliates shall have any liability
        or responsibility relating to or arising out of the filing or not filing
        of any
        such election or any defects in its construction.

       

      10.    Notice.
        Any
        notice or other communication to be given under or in connection with this
        Agreement or the Plan shall be given in writing and shall be deemed effectively
        given 

       


      
        
          Annex
            B: Page 4

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      on
        receipt or, in the case of notices from the Company to you, five days after
        deposit in the United States mail, postage prepaid, addressed to you at the
        address specified below or at such other address as you may hereafter designate
        by notice to the Company.

       

      11.    Agreement
        Subject to Plan.
        This
        Agreement is subject to all provisions of the Plan, a copy of which is attached
        hereto and made a part of this Agreement, and is further subject to all
        interpretations, amendments, rules and regulations which may from time to
        time
        be promulgated and adopted pursuant to the Plan. In the event of any conflict
        between the provisions of this Agreement and those of the Plan, the provisions
        of the Plan shall control.

       

      


      
        	 	
                WASTE
                  CONNECTIONS, INC.

                 

                By  
                  _______________________

                       
                  Ronald J. Mittelstaedt

                       
                  President and Chief Executive
                  Officer

              


      

       

       

       

      ATTACHMENT:

       

      Waste
        Connections, Inc. 2004 Equity Incentive Plan

       

       

       

       

       

       

       

       

      
 


      
        
          Annex
            B: Page 5

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        undersigned:

       

      (a)    Acknowledges
        receipt of the foregoing Restricted Stock Award Agreement and the attachments
        referenced therein and understands that all rights and liabilities with respect
        to the Award granted under the Agreement are set forth in such Agreement
        and the
        Plan; and

       

      (b)    Acknowledges
        that as of the date of the Award set forth in such Agreement, the Agreement
        sets
        forth the entire understanding between the undersigned participant and the
        Company and it Subsidiaries regarding the acquisition of Stock pursuant to
        the
        Award and supersedes all prior oral and written agreements on that
        subject.

       

      


       

      
        	 	
                
                  

                

                RESTRICTED STOCK PARTICIPANT

              
	 	 
	
                 Address:    

              	
                 

                
                  

                  

                

              


      

       

       

       

       

       

      



      
        
          Annex
            B: Page 6 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Annex
        C

       

      RESTRICTED
        STOCK UNIT AGREEMENT

       

      


      Dear
        _______________:

       

      Waste
        Connections, Inc. (the “Company”) has awarded you Restricted Stock Units under
        the Company’s 2004 Equity Incentive Plan (the “Plan”). The units will entitle
        you to receive shares of the Company’s common stock in a series of installments
        over your period of continued service with the Company. Each Restricted Stock
        Unit represents the right to receive one share of the Company’s common stock
        (“Common Stock”) on the vesting date of that unit. Unlike a typical stock option
        program, the shares will be issued to you as a bonus for your continued service
        over the vesting period, without any cash payment required from you. However,
        you must pay the applicable income and employment withholding taxes (described
        below) when due.

       

      The
        award
        (the “Award”) under this Restricted Stock Unit Agreement (the “Agreement”) is in
        connection with and in furtherance of the Company’s compensatory benefit plan
        for participation of the Company’s Employees, Directors and Consultants.
        Capitalized terms used and not otherwise defined herein shall have the meanings
        ascribed to them in the Plan.

       

      The
        Award
        granted hereunder is subject to and governed by the following terms and
        conditions:

       

      1.    Award
        Date:     .

       

      2.    Number
        of Shares Subject to Award: _________
        shares of the Company’s common stock (the “Shares”).

       

      3.    Vesting
        Schedule: The
        Shares will vest and become issuable in a series of four (4) successive equal
        annual installments upon your completion of each year of Continuous Status
        as an
        Employee, Director or Consultant over the four (4) year period measured from the
        Award Date. However, no Shares which vest in accordance with such schedule
        will
        actually be issued until you satisfy all applicable income and employment
        withholding taxes.

       

      4.    Forfeitability:
        Should
        your Continuous Status as an Employee, Director or Consultant cease for any
        reason prior to vesting in one or more Shares subject to your Award, then
        your
        Award will be cancelled with respect to those unvested Shares and the number
        of
        your Restricted Stock Units will be reduced accordingly, and you will cease
        to
        have any right or entitlement to receive any Shares under those cancelled
        units.

       

      5.    Transferability:
        Prior
        to
        your actual receipt of the Shares in which you vest under your Award, you
        may
        not transfer any interest in your Award or the underlying Shares or pledge
        or
        otherwise hedge the sale of those Shares, including (without limitation)
        any
        short sale, put or call option or any other instrument tied to the value
        of
        those Shares. Any attempt by you to do so will result in an immediate forfeiture
        of the Restricted Stock Units awarded to you hereunder. However, your right
        to
        receive any Shares which have vested under your Restricted Stock Units but
        which
        remain unissued at the time of your death may be transferred pursuant to
        the
        provisions of your will or the laws of inheritance or to your designated
        beneficiary following your death. In 

       


      
        
          Annex
            C: Page 1

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      the
        event
        the Shares which vest hereunder are to be issued to the executors,
        administrators, heirs or distributees of your estate or to your designated
        beneficiary, the Company shall be under no obligation to effect such issuance
        unless and until the Committee is satisfied that the person to receive those
        Shares is the duly appointed legal representative of your estate or the proper
        legatee or distributee thereof or your named beneficiary.

       

      Any
        Shares issued to you pursuant to the terms of this Agreement may not be sold
        or
        transferred in contravention of (i) any market black-out periods the Company
        may
        impose from time to time or (ii) the Company’s insider trading policies to the
        extent applicable to you.

       

      6.    Adjustments.
        The
        number, class and kind of securities subject to your Restricted Stock Units
        hereunder shall be appropriately adjusted by the Committee in its discretion
        to
        preserve the benefits or potential benefits intended to be made available
        under
        the Plan or with respect to those Restricted Stock Units or as otherwise
        necessary to reflect any such change, if the Company shall (i) pay a dividend
        in, or make a distribution of, shares of Common Stock (or securities convertible
        into, exchangeable for or otherwise entitling a holder thereof to receive
        such
        Common Stock), or evidences of indebtedness or other property or assets,
        on the
        outstanding Common Stock, (ii) subdivide the outstanding shares of Common
        Stock
        into a greater number of shares, (iii) combine the outstanding shares of
        Common
        Stock into a smaller number of shares or (iv) issue any shares of its capital
        stock in a reclassification of such Common Stock (including any such
        reclassification in connection with a consolidation or merger in which the
        Company is the resulting corporation). An adjustment made pursuant to this
        Section 6 shall, in the case of a dividend or distribution, be made as of
        the
        record date therefor and, in the case of a subdivision, combination or
        reclassification, be made as of the effective date thereof.

       

      7.    Federal
        Income Taxation: You
        will
        recognize ordinary income for federal income tax purposes on the date the
        Shares
        subject to your Award vest, and you must satisfy the income tax withholding
        obligation applicable to that income. The amount of your taxable income will
        be
        equal to the closing selling price per share of Common Stock on the New York
        Stock Exchange on the vesting date times the number of Shares which vest
        on that
        date.

       

      8.    FICA
        Taxes:  You
        will
        be liable for the payment of the employee share of the FICA (Social Security
        and
        Medicare) taxes applicable to the Shares subject to your Award at the time
        those
        shares vest. FICA taxes will be based on the closing selling price of the
        shares
        on the New York Stock Exchange on the date those Shares vest under your
        Award.

       

      9.    Withholding
        Taxes: You
        must
        pay all applicable federal and state income and employment withholding taxes
        when due. Those taxes will be deducted from your paycheck on the pay day
        coincident with or next following the date on which such liability arises,
        unless you elect to satisfy your withholding tax liability through either
        of the
        following alternatives:

       

      -    the
        delivery of your separate check payable to the Company or,

       

      -    the
        use
        the proceeds from a same-date sale of the Shares issued to you, provided
        such a
        sale is permissible under the Company’s trading policies governing your sale of
        Company shares and you are not at the time an executive officer subject to
        the
        short-swing trading restrictions of the federal securities laws.

       


      
        
          Annex
            C: Page 2 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      Notwithstanding
        the above, the Committee may, in its discretion and pursuant to procedures
        approved by the Committee, permit you to satisfy the federal, state and/or
        local
        income and employment withholding taxes applicable to the Shares which vest
        under your Award by having the Company withhold a portion of those vested
        Shares
        with a Fair Market Value (measured as of the vesting date) equal to such
        withholding tax liability; provided,
        however,
        that
        the amount of any Shares so withheld shall not exceed the amount necessary
        to
        satisfy the Company’s required tax withholding obligations using the minimum
        statutory withholding rates for federal, state and/or local tax purposes,
        including payroll taxes, that are applicable to supplemental taxable
        income.

       

      10.    Stockholder
        Rights: You
        will
        not have any stockholder rights, including voting rights and actual dividend
        rights, with respect to the Shares subject to your Award until you become
        the
        record holder of those Shares following their actual issuance to you and
        your
        satisfaction of the applicable withholding taxes.

       

      11.    [OPTIONAL
        PROVISION] Dividend Equivalent Rights: Should a
        regular
        cash dividend be declared on the Common Stock at a time when unissued shares
        of
        such Common Stock are subject to your Award, then the number of Shares at
        that
        time subject to your Award will automatically be increased by an amount
        determined in accordance with the following formula, rounded down to the
        nearest
        whole share:

       

      X
        = (A x
        B)/C, where

      


      
        	 	
                X

              	
                =

              	
                the
                  additional number of Shares which will become subject to your Award
                  by
                  reason of the cash dividend;

              


      

      


      
        	 	
                A

              	
                =

              	
                the
                  number of unissued Shares subject to this Award as of the record
                  date for
                  such dividend;

              


      

      


      
        	 	
                B

              	
                =

              	
                the
                  per Share amount of the cash dividend;
                  and

              


      

      


      
        	 	
                C

              	
                =

              	
                the
                  closing selling price per share of Common Stock on the Nasdaq National
                  Market on the payment date of such
                  dividend.

              


      

      


      The
        additional Shares resulting from such calculation will be subject to the
        same
        terms and conditions as the unissued Shares to which they relate under your
        Award.

       

      12.    Change
        in Control
        In the
        event of a Change in Control, the vesting of the Shares subject to your Award
        will accelerate in full immediately
        upon such Change in Control and the shares subject to your Award
        shall
        be
        issued,
        subject
        to
your
        satisfaction
        of
all
        applicable federal, state, local and/or foreign income and employment
        withholding taxes.
        

       

      13.    Securities
        Law Compliance. No
        Shares
        will be issued pursuant to your Award if such issuance would constitute a
        violation of any applicable federal, state or foreign securities laws or
        other
        law or regulations or the requirements of any stock exchange or market system
        on
        which the Common Stock may then be listed. In addition, no Shares will be
        issued
        unless (a) a 

       


      
        
          Annex
            C: Page 3

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      registration
        statement under the Securities Act is in effect at that time with respect
        to the
        Shares to be issued or (b) in the opinion of legal counsel to the Company,
        those
        Shares may be issued in accordance with the terms of an applicable exemption
        from the registration requirements of the Securities Act. The inability of
        the
        Company to obtain from any regulatory body having jurisdiction the authority,
        if
        any, deemed by the Company’s legal counsel to be necessary to the lawful
        issuance of any Shares hereunder shall relieve the Company of any liability
        in
        respect of the failure to issue such Shares as to which such requisite authority
        shall not have been obtained. As a condition to the issuance of any Shares,
        the
        Company may require you to satisfy any qualifications that may be necessary
        or
        appropriate to evidence compliance with any applicable law or regulation
        and to
        make any representation or warranty with respect thereto as may be requested
        by
        the Company.

       

      14.    Notice.
        Any
        notice or other communication to be given under or in connection with this
        Agreement or the Plan shall be given in writing and shall be deemed effectively
        given on receipt or, in the case of notices from the Company to you, five
        days
        after deposit in the United States mail, postage prepaid, addressed to you
        at
        the address specified below or at such other address as you may hereafter
        designate by notice to the Company.

       

      15.    Remaining
        Terms. The
        remaining terms and conditions of your Award are governed by the Plan, and
        your
        Award is also subject to all interpretations, amendments, rules and regulations
        which may from time to time be adopted under the Plan. The official prospectus
        summarizing the principal features of the Plan is available for review on
        the
        Company’s website at http://www.wasteconnections.com. Please review the plan
        prospectus carefully so that you fully understand your rights and benefits
        under
        your Award and the limitations, restrictions and vesting provisions applicable
        to the Award. In the event of any conflict between the provisions of this
        Agreement and those of the Plan, the provisions of the Plan shall be
        controlling.

       

      16.    Limitations:
        Nothing
        in this Agreement or the Plan shall confer on you or any other
        person:

       

      (a)    Any
        rights or claims under the Plan except in accordance with the provisions
        of the
        Plan and the applicable agreement;

       

      (b)    Any
        right
        with respect to continuation of employment or a consulting or directorship
        arrangement with the Company or any Subsidiary, nor shall they interfere
        in any
        way with the right of the Company or any Subsidiary that employs you or engages
        you as a consultant or director to terminate your employment or consulting
        or
        directorship arrangement at any time, with or without cause;

       

      (c)    Any
        right
        to be selected to participate in the Plan or to be granted an Award;
        or

       

      (d)    Any
        right
        to receive any bonus, whether payable in cash or in Common Stock, or in any
        combination thereof, from the Company or its Subsidiaries, nor be construed
        as
        limiting in any way the right of the Company or its Subsidiaries to determine,
        in its sole discretion, whether or not it shall pay any employee, consultant
        or
        director bonuses, and, if so paid, the amount thereof and the manner of such
        payment.

       


      
        
          Annex
            C: Page 4 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Please
        execute the Acknowledgment section below to indicate your acceptance of the
        terms and conditions of your Award.

       

       

      
        	 	
                WASTE
                  CONNECTIONS, INC.

                


                BY:
                  _____________________________

                


                TITLE:
                  __________________________

              


      

      


      


      


      


       

      ACKNOWLEDGMENT

       

      I
        hereby
        acknowledge and accept the foregoing terms and conditions of the restricted
        stock unit award evidenced hereby. I further acknowledge and agree that the
        foregoing sets forth the entire understanding between the Company and me
        regarding my entitlement to receive the shares of the Company’s common stock
        subject to such award and supersedes all prior oral and written agreements
        on
        that subject.

       

       

      
        	 	
                SIGNATURE:
                  _____________________________


                PRINTED
                  NAME: __________________________

                


                DATED:
                  ____________________________,
                  2004

              


      

       

       

       

       

       

      
 


      
        
          Annex
            C: Page 5 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        I

       

      PROSPECTUS

       

      FOR

       

      2004
        EQUITY INCENTIVE PLAN

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Annex
        C:  Page 6