exv10w8






Exhibit 10.8




AMENDMENT TO THE REPUBLIC SERVICES, INC.

2007 STOCK INCENTIVE PLAN




     THIS AMENDMENT (the “Amendment”), made effective as of the ___ day of January, 2009, to the
Republic Services, Inc. 2007 Stock Incentive Plan (the “Plan”), by REPUBLIC SERVICES, INC., a
Delaware Corporation (the “Company”).



WITNESSETH :




     WHEREAS, effective as of February 21, 2007, the Company did establish the Plan to enable the
Company to attract, retain, reward and motivate Eligible Individuals by providing them with an
opportunity to acquire or increase a proprietary interest in Republic and to incentivize them to
expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality
of the interests between the Eligible Individuals and the shareholders of Republic;



     WHEREAS, the board of directors of the Company reserved the right to amend said Plan;



     NOW, THEREFORE, the Plan shall be amended, effective as of January 1, 2009, as follows:



     1. The definition of “Award” under Section 3(a) of the Plan is hereby amended to read as
follows:




     (a) “Award” means any Common Stock, Option, Performance Share, Performance
Unit, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right or any
other award granted pursuant to the Plan.



     2. The definition of “Dividend Equivalent” under Section 3(p) of the Plan is hereby amended to
read as follows:



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     (p) “Dividend Equivalent” means a right to receive cash, shares of Common
Stock, or other property equal in value to dividends paid with respect to one
share of Common Stock subject to an Award granted to a Participant under the Plan.



     3. The definition of “Restricted Stock Unit” under Section 3(kk) of the Plan is hereby amended
to read as follows:




     (kk) “Restricted Stock Unit” means the right to receive a fixed number of shares of
Common Stock, or the cash equivalent, granted pursuant to Section 9 hereunder.



     4. Section 6(a)(iii) of the Plan is hereby amended to read as follows:




     (iii) With respect to the shares of Common Stock reserved pursuant to this Section, a
maximum of One Million Two Hundred Fifty Thousand (1,250,000) of such shares may be subject
to grants of Performance Shares, Restricted Stock, Restricted Stock Units, and Awards of
Common Stock to any one Eligible Individual during any one fiscal year.



     5. Section 6(d)(vi) of the Plan is hereby amended to read as follows:




     (vi) the Exercise Price of outstanding Options or Stock Appreciation Rights granted
under the Plan and/or



     6. The third sentence of Section 7(i) is hereby amended to read as follows:


Said notice must be delivered to Republic at its principal office and addressed to the attention of
Stock Option Administrator, Republic Services, Inc., 18500 N. Allied Way, Phoenix, AZ 85054.




     7. The heading to Section 9 of the Plan is hereby amended to read as follows:



     RESTRICTED STOCK AND RESTRICTED STOCK UNITS



     8. Section 9(a) of the Plan is hereby amended to read as follows:




     (a) Grant of Restricted Stock and Restricted Stock Units. Subject to the terms
and conditions of the Plan, the Committee may grant to such Eligible Individuals as the
Committee may determine, Restricted Stock and/or Restricted Stock Units, in such amounts
and on such terms and conditions as the Committee shall determine in its sole and absolute
discretion. Each grant of Restricted Stock or Restricted Stock Units shall satisfy the
requirements as set forth in this Section.



     9. Section 9(b) of the Plan is hereby amended to read as follows:



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     (b) Restrictions. The Committee shall impose such restrictions on any
Restricted Stock and/or Restricted Stock Units granted pursuant to the Plan as it may deem
advisable including, without limitation, time based vesting restrictions, or the attainment
of Performance Goals. Except as otherwise provided by the Committee in an Award Agreement
in its sole and absolute discretion, subject to Sections 11, 12 and 13 of the Plan,
Restricted Stock and Restricted Stock Units covered by any Award under this Plan that are
subject solely to a future service requirement shall not vest prior to the first (1st)
anniversary of the Grant Date. Shares of Restricted Stock and Restricted Stock Units
subject to the attainment of Performance Goals will be released from restrictions only
after the attainment of such Performance Goals has been certified by the Committee in
accordance with Section 10(d).



     10. Section 9(e) of the Plan is hereby amended to read as follows:




     (e) Shareholder Rights. Unless otherwise provided in an Award Agreement and
until the expiration of all restrictions applicable to the Award, the following provisions
shall apply with respect to the Restricted Stock and Restricted Stock Units granted
pursuant to the Plan.




     (i) Restricted Stock. With respect to Restricted Stock, the following
provisions apply:




     (1) the Restricted Stock shall be treated as outstanding,




     (2) the Participant holding shares of Restricted Stock may exercise
full voting rights with respect to such shares, and




     (3) the Participant holding shares of Restricted Stock shall be
entitled to receive all dividends and other distributions paid with
respect to such shares while they are so held. Notwithstanding anything to
the contrary, if and to the extent so provided in the Award Agreement, all
such dividends and distributions shall be held in escrow by the Company
(subject to the same restrictions on forfeitability) until all
restrictions on the respective Restricted Stock have lapsed. If any such
dividends or distributions are paid in shares of Common Stock, such shares
shall be subject to the same restrictions on transferability and
forfeitability as the shares of Restricted Stock with respect to which
they were paid.




     (ii) Restricted Stock Units. With respect to Restricted Stock Units,
the following provisions apply:




     (1) prior to settlement of the Restricted Stock Unit with shares of
Common Stock, the Restricted Stock Unit carries no voting or dividend or
other rights associated with the ownership of Common Stock and the shares
of Common Stock to which the



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Restricted Stock Units relate shall not be treated as outstanding,
and




     (2) Unless otherwise provided in the Award Agreement, any Dividend
Equivalents that are granted with respect to any Restricted Stock Unit
Award shall be either (A) paid with respect to such Restricted Stock Unit
Award at the dividend payment date in cash or in shares of Common Stock
having a fair market value equal to the amount of such dividends, or (B)
deferred with respect to such Restricted Stock Unit Award and the amount
or value thereof automatically deemed reinvested in additional Restricted
Stock Units, other Awards or other investment vehicles, as the Committee
shall provide in the Award Agreement.



     11. Section 9(f) of the Plan is hereby amended to read as follows:




     (f) Termination of Service. Unless otherwise provided in a Award Agreement, if
a Participant’s employment or other service with the Company terminates for any reason, all
unvested shares of Restricted Stock and unvested Restricted Stock Units held by the
Participant and any dividends, distributions or Dividend Equivalents, held in escrow by
Republic with respect to such Restricted Stock or Restricted Stock Units shall be forfeited
immediately and returned to the Company. Notwithstanding this paragraph, all grants of
Restricted Stock or Restricted Stock Units that vest solely upon the attainment of
Performance Goals shall be treated pursuant to the terms and conditions that would have
been applicable under Section 9(c) as if such grants of Restricted Stock or Restricted
Stock Units were Awards of Performance Shares. Notwithstanding anything in this Plan to the
contrary, the Committee may provide, in its sole and absolute discretion, that following
the termination of employment or other service of a Participant with the Company for any
reason, any unvested shares of Restricted Stock or Restricted Stock Units held by the
Participant that vest solely upon a future service requirement shall vest in whole or in
part, at any time subsequent to such termination of employment or other service.



     12. The first sentence of Section 12 of the Plan is hereby amended to read as follows:




     Unless otherwise provided in an Award Agreement, upon the occurrence of a Change in
Control of Republic, all Awards shall immediately become exercisable or vested, without
regard to any limitation imposed pursuant to this Plan.



     13. Section 15(c) of the Plan is hereby amended to read as follows:




     (c) Dividends and Dividend Equivalents. Except as provided in any Award
Agreement or as otherwise provided in Sections 6(d), 9(e) and 10 of the Plan, a



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Participant shall not be entitled to receive, currently or on a deferred basis, cash
or stock dividends, or Dividend Equivalents, on shares of Common Stock covered by an Award
which has not vested or an Option. The Committee in its absolute and sole discretion may
credit a Participant’s Award with Dividend Equivalents with respect to any Awards. To the
extent that dividends and distributions relating to an Award are held in escrow by the
Company, or Dividend Equivalents are credited to an Award, a Participant shall not be
entitled to any interest on any such amounts. The Committee may not grant Dividend
Equivalents to an Award subject to performance-based vesting to the extent that the grant
of such Dividend Equivalents would limit the Company’s deduction of the compensation
payable under such Award for federal tax purposes pursuant to Code Section 162(m).



     14. Section 15(k) of the Plan is hereby amended to read as follows:




     (k) Amendment and Termination of Plan. The Board may, at any time and from
time to time, amend, suspend or terminate the Plan as to any shares of Common Stock as to
which Awards have not been granted; provided, however, that the approval of the
shareholders of Republic in accordance with applicable law and the Articles of
Incorporation and Bylaws of Republic shall be required for any amendment: (i) that changes
the class of individuals eligible to receive Awards under the Plan; (ii) that increases the
maximum number of shares of Common Stock in the aggregate that may be subject to Awards
that are granted under the Plan (except as permitted under Section 6 or Section 12 hereof);
(iii) the approval of which is necessary to comply with federal or state law (including
without limitation Section 162(m) of the Code and Rule 16b-3 under the Exchange Act) or
with the rules of any stock exchange or automated quotation system on which the Common
Stock may be listed or traded; or (iv) that proposed to eliminate a requirement provided
herein that the shareholders of Republic must approve an action to be undertaken under the
Plan. Except as permitted under Section 6 or Section 12 hereof, no amendment, suspension or
termination of the Plan shall, without the consent of the holder of an Award, alter or
impair rights or obligations under any Award theretofore granted under the Plan. Awards
granted prior to the termination of the Plan may extend beyond the date the Plan is
terminated and shall continue subject to the terms of the Plan as in effect on the date the
Plan is terminated.



     15. In all other respects, the Plan shall remain unchanged by this Amendment.



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     IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by a duly authorized
officer.



	 	 	 	 	 
	 	REPUBLIC SERVICES, INC.

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 




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