exv10w5






Exhibit 10.5




EXECUTIVE RESTRICTED STOCK AGREEMENT

REPUBLIC SERVICES, INC.




     THIS RESTRICTED
STOCK AGREEMENT, dated as of this           
           day of
             
                         
  , between Republic
Services, Inc., a Delaware corporation (“the Company”) and
               
      (the “Executive”), is made
pursuant and subject to the provisions of the Company’s 1998 Stock Incentive Plan, as amended, and
any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is
incorporated herein by reference.



     1. Definitions. All capitalized terms used herein but not expressly defined shall
have the meaning ascribed to them in the Plan. All references to the Company herein shall also be
deemed to include references to any and all entities directly or indirectly controlled by the
Company and which are consolidated with the Company for financial accounting purposes.



     2. Award of Restricted Stock. Subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, the Company on this date awards to
the Executive            
         
shares of Restricted Stock.



     3. Terms and Conditions. This award of Restricted Stock is subject to the following
terms and conditions:



          A. Restricted Period. Except as otherwise provided in this subparagraph or in
subparagraph B, this award of Restricted Stock shall vest, and become nonforfeitable with the
schedule set forth below:



	 	 	 	 	 
	 	 	Percent of
	Date	 	Award Vested
	[1 year]

	 	 	25	%
	[2 years]

	 	 	50	%
	[3 years]

	 	 	75	%
	[4 years]

	 	 	100	%






     The period from the date hereof until the shares of Restricted Stock have become 100% vested
shall be referred to as the “Restricted Period”. Notwithstanding anything to the contrary herein,
in the event the Company achieves, during one or more of the first three calendar years following
the date upon which the Award of Restricted Stock is made to Executive as provided herein, (i) the
Earnings Per Share Target (“EPS Target”) and (ii) the Free Cash Flow Target (“Free Cash Flow
Target”), each as annually established by the Compensation Committee of the Company’s Board of
Directors pursuant to the Company’s Executive Incentive Plan, then the vesting schedule set forth
above shall be modified and accelerated in accordance with the terms set forth on the attached
Schedule A.



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          B. Death; Disability; Retirement; Termination of Employment. The shares of Restricted
Stock not yet vested shall become 100%“vested and transferable in the event that the Executive
dies or becomes permanently and totally disabled (within the meaning of Section 22(e)(3) of the
Code) while employed by the Company or an Affiliate during the Restricted Period. If at the time
Executive retires he or she:




(a) is at least fifty-five (55) years old and has completed six (6)
years of service to the Company or is at least sixty (60) years old
(without regard to years of service) and has provided the Company not
less than twelve (12) months prior written notice of Executive’s
intent to retire;




or




(b) is at least sixty (60) years old or has completed fifteen (15)
years of continuous service with the Company or is sixty-five (65)
years old and has completed five (5) years of continuous service with
the Company, then the shares of Restricted Stock shall become 100%
vested and transferable.



          C. Restrictions. The shares of Restricted Stock awarded hereunder and any stock
distributions with respect to such Restricted Stock shall be subject to the following
restrictions during the Restricted Period:




	 	(1)	 	the Restricted Stock shall be subject to
forfeiture as provided herein;
	 
	 	(2)	 	the Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, and
neither the right to receive the Restricted Stock nor any interest
hereunder may be assigned by the Executive, and any attempted
assignment shall be void;
	 
	 	(3)	 	A certificate representing the shares of
Restricted Stock awarded hereunder shall be held in escrow by the
Company and shall, in the Company’s sole discretion, bear an
appropriate restrictive legend and be subject to appropriate “stop
transfer” orders. To facilitate the escrow of the shares of Restricted
Stock awarded hereunder with the Company, the Executive shall deliver
herewith the Stock Power attached hereto as Exhibit A executed in blank
by the Executive and dated as of the date hereof; and
	 
	 	(4)	 	Any additional stock or other securities or
property that may be issued or distributed with respect to the
Restricted Stock awarded hereunder as a result of any stock
dividend, stock split,




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	 	 	 	business combination or other event shall be subject to the
restrictions and other terms and conditions set forth in this
Agreement.





          D. Receipt of Common Stock. At or after the end of the Restricted Period, the
Executive shall receive the number of shares of restricted Common Stock awarded hereunder, free and
clear of the restrictions set forth in this Agreement, except for any restrictions necessary to
comply with federal and state securities laws. Certificates representing such shares shall be
released to the Executive as promptly as practical following the Executive’s becoming entitled to
receive such shares.



          E. Shareholder Rights. Promptly following the award, the Company shall issue a
certificate representing the shares of Restricted Stock awarded hereunder. The Executive shall,
subject to the restrictions set forth herein, have all rights of a shareholder with respect to
such shares of Restricted Stock, including the right to vote such shares and the right to receive
cash dividends and other distributions thereon.



          F. Tax Withholding. The Company shall have the right to retain and withhold from any
award of the Restricted Stock, the amount of taxes required by any government to be withheld or
otherwise deducted and paid with respect to such award. At its discretion, the Company may require
the Executive receiving shares of Restricted Stock to reimburse the Company for any such taxes
required to be withheld by the Company, and, withhold any distribution in whole or in part until
the Company is so reimbursed. In lieu thereof, the Company shall have the unrestricted right to
withhold, from any other cash amounts due (or to become due) from the Company to the Executive, an
amount equal to such taxes required to be withheld by the Company to reimburse the Company for any
such taxes (or retain and withhold a number of shares of vested Restricted Stock, having a market
value not less than the amount of such taxes, and cancel in whole or in part any such shares so
withheld, in order to reimburse the Company for any such taxes).



     4. No Right to Continued Employment. This Agreement does not confer upon the
Executive any right with respect to continuance of employment by the Company or an Affiliate, nor
shall it interfere in any way with the right of the Company or an Affiliate to terminate his or
her employment at any time.



     5. Change of Control or Capital Structure. Subject to any required action by the
shareholders of the Company, the number of shares of Restricted Stock covered by this award shall
be proportionately adjusted and the terms of the restrictions on such shares shall be adjusted as
the Committee shall determine to be equitably required for any increase or decrease in the number
of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend
(but only on the Common Stock), stock split, subdivision, combination, reclassification,
recapitalization or general issuance to the holders of Common Stock of rights to purchase Common
Stock at substantially below fair Market value or any change in the number of such shares
outstanding effected without receipt of cash or property or labor or services by the Company or
for any spin-off, spin-out, split-up, split-off or other distribution of assets to shareholders.



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     In the event of a Change of Control, the provisions of Section 13.03 of the Plan shall apply
to this award of Restricted Stock. In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change in all of its authorized shares without par
value into the same number of shares with par value, the shares resulting from any such change
shall be deemed to be the Common Stock within the meaning of the Plan.



     The award of Restricted Stock pursuant to the Plan shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.



     6. Governing Law. This Agreement shall be governed by and constructed in accordance
with the laws of the State of Delaware, without regard to its principles of conflict of laws. The
parties agree that any action, suit or proceeding arising out of or relative to this Agreement or
the relationship of Executive and the Company, shall be instituted only in the state or federal
courts located in Broward County in the State of Florida, and each party waives any objection which
such party may now or hereafter have to such venue or jurisdictional court in any action, suit, or
proceeding. Any and all services of process and any other notice in any such action; suit or
proceeding shall be effective against any party if given by mail (registered or certified where
possible, return receipt requested), postage prepaid, mailed to such party at the address set forth
herein.



     7. Conflicts. In the event of any conflict between the provisions of the Plan and
the provisions of this Agreement, the provisions of the Plan shall govern.



     8. Executive Bound by Plan. The Executive hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms, conditions and provisions thereof.



     9. Binding Effect. Subject to the limitations stated herein and in the Plan, this
Agreement shall be binding upon and inure to the benefit of the legatees, distributees and
personal representatives of the Executive and the successors of the Company.



     10. Counterparts. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.



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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized
officer, and the Executive has affixed his or her signature hereto.




	 	 	 	 	 
	 	REPUBLIC SERVICES, INC.

 	 
	 
	 	By:  	 	 
	 	 	 	 
	 	Its: 	 	 
	 
	 
	 	EXECUTIVE

 	 
	 	  	
 	 
	 	 	 	 
	 	 	 	 



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Schedule A




Restricted Stock Award

Accelerated Vesting Schedule




Accelerated Vesting Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Achieve Years 1	 	 
	 	 	 	 	 	 	Achieve Year 1	 	& 2	 	Achieve Year 2
	Award	 	Normal	 	EPS and Free	 	EPS and Free	 	EPS and Free
	Anniversary	 	Vesting	 	Cash	 	Cash	 	Cash Flow Targets
	Date	 	Schedule	 	Flow Target	 	Flow Targets	 	only
	Year 1

	 	 	25	%	 	 	50	%	 	 	50	%	 	 	25	%
	Year 2

	 	 	25	%	 	 	25	%	 	 	50	%	 	 	50	%
	Year 3

	 	 	25	%	 	 	25	%	 	 	—	 	 	 	25	%
	Year 4

	 	 	25	%	 	 	—	 	 	 	—	 	 	—







 









 






Exhibit A




STOCK POWER




     FOR VALUE RECEIVED, pursuant to a certain Restricted Stock Agreement between Republic
Services, Inc. and the undersigned dated                     , I hereby sell, assign and transfer unto Republic
Services, Inc. all shares of the restricted Common Stock of Republic Services, Inc. awarded to me
on this date and in the future under said Agreement and do hereby irrevocably constitute and
appoint the Secretary of Republic Services, Inc. as my attorney-in-fact to transfer the said
shares of stock on the books of Republic Services, Inc. with full power of substitution in the
premises.



	 	 	 	 	 
	     Dated: