exv10w11






Exhibit 10.11




REPUBLIC SERVICES, INC.




NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT




     THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the                      day
of                                                                    , between Republic Services, Inc., a Delaware corporation (“the Company”)
and
               (the “Director”), is made pursuant and subject to the provisions of the Company’s 2007
Stock Incentive Plan, 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, a copy of which is being provided in an email and is
incorporated herein by reference. 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 Units. Subject to the terms and conditions of the Plan
and to the terms and conditions herein set forth in this Agreement, the Company on this date awards
to the Director                      Restricted Stock Units (referred to as the “Restricted Stock Units”).



     3. Vesting. The Restricted Stock Unit Award shall vest and become nonforfeitable on
the dates (each a "Vesting Date") and in the percentages set forth in accordance with the following
schedule, provided that the Director’s continuous service with the Company continues until the
applicable Vesting Date:



	 	 	 	 	 
	Vesting Date	 	Vesting Percentage
	 
	 	 	 	 
	[1 year]
	 	 	33	%
	[2 years]
	 	 	33	%
	[3 years]
	 	 	34	%






          Except as otherwise specifically provided herein, there shall be no proportionate or partial
vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the
applicable Vesting Date.




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



1









 





          (a) Payment for Restricted Stock Units; Forfeiture of Unvested Units.
Except as otherwise provided in Section 4(b) or Section 14 hereof, at the time of the
Director’s separation from service, within the meaning of Section 409A of the Code and applicable
Treasury Regulations (the “Separation from Service”), the Director shall receive one share of
Common Stock for each vested Restricted Stock Unit 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 delivered to the
Director as promptly as practical following the Director’s becoming entitled to receive such
shares. Any Restricted Stock Units that are not vested as of the Director’s Separation from
Service shall automatically and immediately be forfeited on the date of the Director’s Separation
from Service.




          (b) Hypothetical Nature of Restricted Stock Units. The Restricted Stock Units
awarded herein do not represent an equity security of the Company and do not carry any voting or
dividend rights, except the right to receive Dividend Equivalents in accordance with Section
4(c) hereof.




          (c) Dividend Equivalents. Director shall receive Dividend Equivalents in the form of
additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or
other distribution is paid on the Company’s Common Stock. The number of Restricted Stock Units
awarded for a cash dividend or non-cash dividend other than a stock dividend shall be determined by
(i) multiplying the number of Restricted Stock Units held by the Director pursuant to this
Agreement as of the dividend payment date by the amount of the dividend per share of Common Stock
and (ii) dividing the product so determined by the Fair Market Value of the Common Stock on the
dividend payment date. The number of Restricted Stock Units awarded for a stock dividend shall be
determined by multiplying the number of Restricted Stock Units held by the Director pursuant to
this Agreement as of the dividend payment date by the number of additional shares of Common Stock
actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units
awarded pursuant to this Section 4(c) shall be awarded effective the day following the date the
dividend was paid, and shall have the same status, and shall be subject to the same terms and
conditions (including without limitation the vesting and forfeiture provisions), under this
Agreement as the Restricted Stock Units to which they relate, and shall be distributed on the same
payment date referred to in Section 4(a) herein as the Restricted Stock Units to which they relate.




          (d) Unforeseeable Financial Emergency. If the Director experiences an
Unforeseeable Financial Emergency, the Director may petition the Committee to receive the
payment of shares of Common Stock for all or part of his Restricted Stock Units prior to
termination of his service on the Board. If the Committee, in its sole discretion, grants the
Director’s petition, then the Director shall only receive shares of Common Stock as necessary to
satisfy the Unforeseeable Financial Emergency to the extent deemed necessary by the Committee
(excluding the Director, if the Director is a member of the Committee).



2









 






“Unforeseeable Financial
Emergency” shall mean a severe financial hardship to the Director
resulting from (i) an illness or accident of the Director, the Director’s spouse, or the
Director’s dependent (as defined in Section 152 of the Code, without regard to Section 152(b)(1),
(b)(2), or (d)(1)(B) of the Code), (ii) a loss of the Director’s property due to casualty
(including the need to rebuild a home following damage to a home not otherwise covered by
insurance), or (iii) similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Director, all as determined in the sole discretion of the
Committee.




          (e) Tax Withholding.




               (i) The Director shall pay to the Company, or make arrangements satisfactory to the Committee
for payment of, any federal, state or local taxes of any kind required by law to be withheld with
respect to the grant of Restricted Stock Units (including without limitation the vesting thereof)
and any Dividend Equivalents or other distributions made by the Company to the Director with
respect to the Restricted Stock Units as and when the Company determines those amounts to be due,
and the Company shall, to the extent permitted by law, have the right to deduct from any payment of
any kind otherwise due to Director any federal, state, or local taxes of any kind required by law
to be withheld with respect to the Restricted Stock Units or any Dividend Equivalents or other
distributions made by the Company to the Director with respect to any Restricted Stock Units.



               (ii) The Director may elect, by notice to the Committee, to satisfy his or her minimum
withholding tax obligation with respect to the granting or vesting of the Restricted Stock Units by
the Company’s withholding a portion of the shares of Common Stock otherwise deliverable to the
Director, such shares being valued at their fair market value as of the date on which the taxable
event that gives rise to the withholding requirement occurs, or by the Director’s delivery to the
Company of a portion of the shares previously delivered by the Company, such shares being valued at
their fair market value as of the date of delivery of such shares by the Director to the Company.



          (f) No Right to Renomination. Nothing in this Agreement shall confer upon the
Director any right to be renominated by the Board as a director of the Company.




          (g) Transferability of Awards.




               (i) Restrictions on Transfer. Except as otherwise provided in Section 4(g)(ii), no
Restricted Stock Units shall be transferable or assignable by the Director, other than by will or
the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order.



               (ii) Permitted Transfers. The Director may transfer the Restricted Stock Units (or a
portion thereof) for no value to (1) a child, stepchild, grandchild, parent,



3









 




stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including
adoptive relationships, (2) any person sharing the Director’s household (other than a tenant or
employee), (3) a trust in which the persons described in (1) and/or (2) have more than 50% of the
beneficial interest, (4) a foundation in which the Director and/or the persons described in (1)
and/or (2) control the management of assets, or (5) any other entity in which the Director and/or
the persons described in (1) and/or (2) own more than 50% of the voting interests.




               (iii) Notice. No transfer by will or the laws of descent and distribution, or
transfers permitted under Section 4(g)(ii), of any Restricted Stock Units, shall be effective to
bind the Company unless the Committee shall have been furnished with (1) the Notice of Restricted
Stock Unit Transfer attached hereto as Exhibit A executed and dated by the Director and
with a copy of the will, assignment or transfer document and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer, and (2) the Statement of Acknowledgement
attached hereto as Exhibit B executed and dated by the transferee which states that the
transferee will comply with all the terms and conditions of the Plan and the Agreement relating to
the Restricted Stock Units that are or would have been applicable to the Director.



          (h) Forfeiture by Reason of Detrimental Activity. The Restricted Stock Units shall be
subject to Section 15(n) of the Plan. Notwithstanding any other provision of this Agreement to the
contrary, if the Director engages in any Detrimental Activity at any time prior to or during the
one year period after the latest date on which any portion of the Restricted Stock Units become
vested, the Company shall, upon the recommendation of the Committee in its sole and absolute
discretion, be entitled to (i) immediately terminate and cancel any portion of the Restricted Stock
Units that have not previously been settled with shares of Common Stock, and/or (ii) require within
two (2) years after the last date on which any portion of the Restricted Stock Units are settled
but prior to a Change in Control that the Director (1) return to the Company any shares of Common
Stock that were distributed to the Director in settlement of the Restricted Stock Units, or if such
shares of Common Stock are not still owned by the Director, that the Director pay to the Company an
amount equal to the fair market value of such shares of Common Stock on the date they were issued,
and (2) return to the Company any cash or other property (other than Common Stock) received by the
Director from the Company pursuant to this Agreement.




          (i) Right to Set Off. By accepting this Agreement, the Director consents to a
deduction from any amounts the Company owes the Director from time to time (including amounts owed
to the Director as wages or other compensation, for any benefits, or vacation pay, as well as any
other amounts owed to the Director by the Company), up to the dollar amount the Director owes the
Company under Section 4(h) hereof. Whether or not the Company elects to make any set off in whole
or in part, if the Company does not



4









 






recover by means of set off the full amount the Director owes
the Company calculated as set
forth in Section 4(h) hereof, the Director agrees to pay immediately the unpaid balance to the
Company.




          (j) Board of Director Discretion. The Director may be released from his or her
obligations under Sections 4(h) and 4(i) hereof only if the Board, or a duly authorized committee
thereof, determines, in its sole and absolute discretion, that such action is not adverse to the
interests of the Company.




     5. Change of Control or Capital Structure.



          (a) Change in Capital Structure. Subject to any required action by the shareholders
of the Company, the number of Restricted Stock Units covered by this award shall be proportionately
adjusted and the terms of the restrictions on such Restricted Stock Units 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.




          (b) Change in Control. In the event of a Change of Control, the provisions of
Section 12 of the Plan shall apply to this Restricted Stock Unit Award. Upon a Change in Control,
the Restricted Stock Units awarded herein shall be cancelled and the Director shall receive a cash
payment for each Restricted Stock Unit equal to the Change in Control Price with respect to the
shares of Common Stock to which the Restricted Stock Units relate. If and to the extent
permissible without violating the provisions of Section 409A of the Code, the forgoing cash
payment shall be made as soon as administratively practicable, but in no event more than thirty
(30) days after the Change in Control occurs. Notwithstanding the forgoing, to the extent the
cash payment would violate Section 409A of the Code, then payment shall be made at the earliest
time as would be permitted without violating Section 409A of the Code.




          (c) Other Adjustments. The award of Restricted Stock Units 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 construed 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 related



5









 




to this Agreement or
the relationship of the Director and the Company, shall be instituted
only in the state or federal courts located in Maricopa County in the State of Arizona, 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. Severability. The invalidity or enforceability of any one or more provisions of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect. In the event that a court of competent
jurisdiction should determine that any time period provided for in Section 4(h) is unenforceable,
then such period shall be reduced to the longest period of time which such court shall deem
enforceable, taking into consideration the purpose and intent of the Plan to serve the interests of
the Company and its shareholders.



     8. Notices. All notices or other communications with respect to the Restricted Stock
Units shall be deemed given and delivered in person or by facsimile transmission, telefaxed, or
mailed by registered or certified mail (return receipt requested, postage prepaid) to the Company’s
Stock Option Administrator at the following address (or such other address, as shall be specified
by like notice of a change of address) and shall be effective upon receipt:


Stock Option Administrator

Republic Services, Inc.

18500 N. Allied Way

Phoenix, AZ 85054




     9. Waiver. The failure of any party at any time to require strict performance of any
condition, promise, agreement or understanding set forth herein shall not be construed as a waiver
or relinquishment of the right to require strict performance of the same condition, promise,
agreement or understanding at a subsequent time.



     10. Interpretation/Provisions of Plan Control. 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. The Director hereby accepts as final, conclusive and binding, any decisions by the
Committee with respect to the interpretation or administration of the Plan and this Agreement.



6









 





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



     12. 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 successors and assigns of the
Company and the Director’s heirs, legatees, distributees and personal representatives.



     13. 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. The facsimile or email transmission of a signed signature page, by any party
to the other(s), shall constitute valid execution and acceptance of this Agreement by the
signing/transmitting party.



     14. Section 409A.



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




          (b) No Representations as to Section 409A Compliance. Notwithstanding the foregoing,
the Company does not make any representation to the Director that the Restricted Stock Units
awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A,
and the Company shall have no liability or other obligation to indemnify or hold harmless the
Director or any Beneficiary for any tax, additional tax, interest or penalties that the Director or
any Beneficiary may incur in the event that any provision of this Agreement, or any amendment or
modification thereof or any other action taken with respect thereto is deemed to violate any of the
requirements of Section 409A.




          (c) Separation from Service. If and to the extent permitted by Treasury Regulations
Section 1.409A-1(h)(5) or other applicable law, if the Director provides services both as an
employee of the Company and as a member of the Board, the services provided as an employee shall
not be taken into account in determining whether the Director has incurred a Separation from
Service for purposes of Section 4(a) hereof.



7









 







          (d) 6 Month Delay for Specified Employees.




               (i) If the Director is a “Specified Employee”, then no payment or benefit that is payable on
account of the Director’s “Separation from Service”, shall be made
before the date that is six months after the Director’s “Separation from Service” (or, if
earlier, the date of the Director’s death) if and to the extent that such payment or benefit
constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A
and such deferral is required to comply with the requirements of Section 409A. Any payment or
benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum
at the end of such required delay period in order to catch up to the original payment schedule.



               (ii) For purposes of this provision, the Director shall be considered to be a “specified
employee” if, at the time of his or her separation from service, the Director is a “key employee”,
within the meaning of Section 416(i) of the Code, of the Company (or any person or entity with whom
the Company would be considered a single employer under Section 414(b) or Section 414(c) of the
Code) any stock in which is publicly traded on an established securities market or otherwise.



          (e) No Acceleration of Payments. Neither the Company nor the Director, individually
or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in
compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to
Section 409A shall be paid prior to the earliest date on which it may be paid without violating
Section 409A.




8









 








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



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	REPUBLIC SERVICES, INC.
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	DIRECTOR	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 





9









 






EXHIBIT A




NOTICE OF RESTRICTED STOCK UNIT TRANSFER




     Republic Services, Inc., a Delaware corporation (the “Company”) and the undersigned person
(the “Director”) entered into a Non-Employee Director Restricted Stock Unit Agreement (the
“Agreement”), effective                                                              and made pursuant and subject to the provisions of the Company’s 2007 Stock
Incentive Plan, as it may be amended from time to time (the “Plan”).



     Pursuant to Section 15(g) of the Plan and Section 4(g) of the Agreement, the Director (or the
Director’s estate) transferred for no value Restricted Stock Units granted under the Agreement, as
stated below, to the person or entity described below (the “Transferee”).



     Number of Restricted Stock Units transferred:                                                 
            



     Date of
transfer:
                                                                                                                        



     The Transferee is a permitted transferee under Section 15(g) of the Plan and Section 4(g) of
the Agreement for the following reason:



     o   Transfer by will or the laws of descent and distribution.



     o   Transfer pursuant to a Qualified Domestic Relations Order.



     o    Transfer to one of the following family members listed in Section 4(g)(ii) of the Agreement:
a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law, including adoptive relationships.



     o    Transfer to a member of the Director’s household (other than a tenant or an employee).



     o    Transfer to a trust in which the Director, a member of the Director’s family, or a member of
the Director’s household has more than a 50% beneficial interest.



10









 





     o    Transfer to a foundation in which the Director, a member of the Director’s family, or a
member of the Director’s household controls the management of the foundation’s assets.



     o    Transfer to an entity in which the Director, a member of the Director’s family, or a member
of the Director’s household owns more than 50% of the voting interest.



     If the Transferee is a natural person, the nature of the relationship between the Director and
the Transferee is as follows:




 





     If the Transferee is something other than a natural person, details regarding the Director’s
(or a family member’s or a household member’s) beneficial interest, control or voting interest in
the Transferee is as follows:




 





     The Director acknowledges that at the time the Award is settled, the Director will be taxed at
ordinary income rates on the excess, if any, of the fair market value of the cash or stock when
received in settlement of the transferred Restricted Stock Units.



     This Notice is being furnished to the Company along with a copy of the will, assignment or
transfer document and/or such evidence as the Committee may deem necessary to establish the
validity of the transfer. An agreement signed by the Transferee acknowledging that all rights and
obligations with respect to the transferred Restricted Stock Units shall be governed by the terms
and conditions set forth in the Agreement and Plan is also being furnished to the Company.



     The aforementioned documents are being delivered to the Company in satisfaction of the
Director’s obligations under Section 4(g)(iii) of the Agreement, to Stock Option Administrator at
the following address:



Stock Option Administrator

Republic Services, Inc.

18500 North Allied Way

Phœnix, Arizona 85054




11









 








	 	 	 	 	 
	 
	 	 	 	 
	 

	 	DIRECTOR
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	Signature	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	Print or Type Name	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	Street Address	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	City, State, Zip	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	Telephone Number	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	Social Security Number	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	Date	 	 






12









 






EXHIBIT B




STATEMENT OF ACKNOWLEDGEMENT




     On [                    ], [                    ] (the “Transferor”) entered into a Non-Employee Director Restricted Stock Unit
Agreement (the “Agreement”) with Republic Services, Inc. (the “Company”), pursuant and subject to
the provisions of the Company’s 2007 Stock Incentive Plan, as it may be amended from time to time
(the “Plan”). Pursuant to Section 15(g) of the Plan and Section 4(g) of the Agreement, on [                    ] the
Transferor (or the Transferor’s estate) transferred for no value [          ]
Restricted Stock Units granted under the Agreement to [                              ] (the “Transferee”).



     The Transferee hereby acknowledges and agrees that the Transferee is a permitted transferee
under to Section 15(g) of the Plan and Section 4(g) of the Agreement. The Transferee further
acknowledges and agrees that the Transferee’s rights and obligations with respect to the
transferred Restricted Stock Units shall be governed by the terms and conditions set forth in the
Agreement and the Plan, as they are or would have been applicable to the Transferor, and that the
Transferee will comply with such terms and conditions, including, without limitation, those
provisions relating to the dates on which the Restricted Stock Units will vest, and those relating
to the forfeiture and repayment of benefits in the event that the Transferor engages in any
Detrimental Activity, as defined in the Plan.



	 	 	 
	 
	 	 
	 

	 	TRANSFEREE
	 
	 	 
	 
	 	 
	 	 	 
	 

	 	Signature
	 
	 	 
	 	 	 
	 

	 	Print or Type Name
	 
	 	 
	 	 	 
	 

	 	Street Address
	 
	 	 
	 	 	 
	 

	 	City, State, Zip
	 
	 	 
	 	 	 
	 

	 	Telephone Number






13









 






	 	 	 
	 
	 	 
	 	 	 
	 

	 	Tax Identifying Number
	 	 	 	 	 
	 

	 	Date: [                             ]







14