exv10w10






Exhibit 10.10




RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT, dated as of the  _______________day of  _______________,  _______________ (the “Grant
Date”), by and between REPUBLIC SERVICES, INC., a Delaware corporation (the “Company”) and
 _______________ (the “Recipient”), is 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”).



     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 via email and is
incorporated herein by reference. All references to the Company herein also shall 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. Grant of Restricted Stock. Subject to the terms and conditions of the Plan and to
the terms and conditions set forth in this Agreement, the Company hereby grants to the Recipient
 _______________ shares of Restricted Stock. Restricted Stock hereunder includes any shares or other
securities the Recipient may receive or be entitled to receive as a result of the ownership of the
original Restricted Stock, whether they are issued as a result of a share split, share dividend,
recapitalization or other subdivision or combination of shares effected without receipt of
consideration by the Company or the result of the merger or consolidation of the Company or sale of
assets of the Company.



     3. Vesting.



          (a) Vesting Schedule. Except as otherwise provided in Section 3(b) hereof, the shares
of Restricted Stock 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
Recipient’s continuous service with the Company continues until the applicable Vesting Date:




	 	 	 	 	 
	Vesting Date	 	Vesting Percentage
	 

	 	 	25	%
	 

	 	 	50	%
	 

	 	 	75	%
	 

	 	 	100	%






               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.



 









 





          (b) Acceleration of Vesting on Account of Death, Disability, Retirement, Termination of
Employment, or for Other Reasons.





          (i) Death or Disability. The shares of Restricted Stock not yet vested and
that have not previously been forfeited shall become 100% vested and transferable in the
event that the Recipient’s continuous service with the Company terminates by reason of the
Recipient’s death or Disability.




          (ii) Retirement. The shares of Restricted Stock not yet vested and that have
not previously been forfeited shall become 100% vested and transferable in the event that
the Recipient’s continuous service with the Company terminates by reason of the Recipient’s
retirement, if at the time of such retirement, the Recipient:




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




          (B) is at least sixty (60) years old and 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.




               For purposes of determining years of continuous service, service shall include service
with any entity whose financial statements are required to be consolidated with the
financial statements of Republic, including service with any such entity prior to the date
on which the entity’s financial statements were required to be so consolidated.




          (iii) Employment Agreement. The shares of Restricted Stock not yet vested and
that have not previously been forfeited shall become partially or fully vested and
transferrable at such times and in such amounts as may be required pursuant to any
employment or consulting agreement between the Recipient and the Company.



          (c) Restrictions. The shares of Restricted Stock and any stock distributions with
respect to such Restricted Stock shall be subject to the following restrictions during the period
prior to the date on which they become vested pursuant to this Section or the Plan (the “Restricted
Period”):





          (i) The Restricted Stock shall be subject to forfeiture as provided herein;




          (ii) 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 Recipient (other than by will or the laws of
descent and distribution), and any attempted assignment not so permitted shall be void;



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          (iii) Promptly following the Grant Date, the Company shall issue a certificate or other
indicia of ownership representing the shares of Restricted Stock awarded hereunder. Any
certificate of other indicia of ownership 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 Recipient shall deliver herewith the Stock Power attached
hereto as Exhibit A executed in blank by the Recipient and dated as of the date
hereof; and




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



          (d) Forfeiture of Restricted Stock. If the Recipient’s continuous service with the
Company is terminated for any reason, any shares of Restricted Stock that have not previously
vested and that do not vest as a result of such termination, shall be forfeited immediately upon
termination of the Recipient’s continuous service.




          (e) Receipt of Common Stock. At or after the end of the applicable Restricted Period, the
Recipient shall receive certificates or other indicia of ownership for Common Stock equal to the
number of shares of Restricted Stock that became vested at the end of that Restricted Period, free
and clear of the restrictions set forth in this Agreement, except for any restrictions necessary to
comply with federal and state securities laws. Any certificates representing such shares shall be
released to the Recipient as promptly as practical following the Recipient’s becoming entitled to
receive such shares.




          (f) Shareholder Rights. The Recipient shall, subject to the restrictions set forth
herein, have all rights of a shareholder with respect to any shares of Restricted Stock, including
the right to vote such shares and the right to receive cash dividends and, except as otherwise
provided in Section 3(c) hereof, other distributions thereon.




          (g) Section 83(b) Election and Tax Withholding.





          (i) The Recipient may elect, within thirty (30) days of the Grant Date, to include in
gross income for federal income tax purposes an amount equal to the fair market value (as of
the Grant Date) of the Restricted Stock pursuant to Section 83(b) of the Code.




          (ii) The Recipient 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 Restricted Stock (including without limitation the vesting
thereof) and any dividends or other distributions made by the Company to the Recipient with
respect to the Restricted Stock 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 Recipient



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any federal, state, or local taxes of any kind required by law to be withheld with
respect to the Restricted Stock or any dividends or other distributions made by the Company
to the Recipient with respect to any Restricted Stock.




          (iii) The Recipient 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 by the Company’s withholding a portion of the shares of Common Stock otherwise
deliverable to the Recipient, 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 Recipient’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 Recipient to the Company.



     4. Forfeiture by Reason of Detrimental Activity. The shares of Restricted Stock shall
be subject to Section 15(n) of the Plan. Notwithstanding any other provision of this Agreement to
the contrary, if the Recipient engages in any Detrimental Activity at any time prior to or during
the one year period after any shares of Restricted Stock become vested (such nonvested shares
sometimes being referred to as the “Forfeitable Shares”), the Company shall, upon the
recommendation of the Committee in its sole and absolute discretion, be entitled to (a) immediately
terminate and cancel any portion of the shares of Restricted Stock that have not previously vested,
and (b) require that the Recipient (i) return to the Company any Forfeitable Shares, or if such
Forfeitable Shares are not still owned by the Recipient, that the Recipient pay to the Company an
amount equal to the fair market value of such Forfeitable Shares on the date they were issued, or
if later, the date on which they became vested, and (ii) return to the Company any cash or other
property (other than Common Stock) received by the Recipient from the Company pursuant to this
Agreement.



     5. Right to Set Off. By accepting this Agreement, the Recipient consents to a
deduction from any amounts the Company owes the Recipient from time to time (including amounts owed
to the Recipient as wages or other compensation, for any benefits, or vacation pay, as well as any
other amounts owed to the Recipient by the Company), up to the dollar amount the Recipient owes the
Company under Section 4 hereof. Whether or not the Company elects to make any set off in whole or
in part, if the Company does not recover by means of set off the full amount the Recipient owes the
Company calculated as set forth in Section 4 hereof, the Recipient agrees to pay immediately the
unpaid balance to the Company.



     6. Board of Director Discretion. The Recipient may be released from his or her
obligations under Sections 4 and 5 hereof only if the Board of Directors of the Company, 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.



     7. No Right to Continued Employment or Service. This Agreement does not confer upon
the Recipient any right with respect to continuance of employment or service by the Company, nor
shall it interfere in any way with the right of the Company to terminate the Recipient’s employment
at any time.



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     8. Change of Control or Capital Structure.



          (a) 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.




          (b) The Restricted Stock shall not become immediately vested in the event that a Change in
Control occurs, except to the extent required in any employment agreement or consulting agreement
between the Company and the Recipient. In the event of a change in the Common Stock 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.




          (c) 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.




     9. 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 relative to this Agreement or
the relationship of the Recipient 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.



     10. 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 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.



     11. Notices. All notices or other communications with respect to the Restricted Stock
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



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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 North Allied Way

Phoenix, AZ 85054




     12. 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.



     13. 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 Recipient 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.



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



     15. 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 Recipient’s heirs, legatees, distributees and personal representatives.



     16. 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.



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



	 	 	 	 	 
	 	REPUBLIC SERVICES, INC.

 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 
	 	RECIPIENT

 	 
	 	 	 
	 	 	 	 
	 	 	 	 



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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:  _______________