exv10w3






Exhibit 10.3




DIRECTOR STOCK OPTION AGREEMENT




     This Director Stock Option Agreement (“Agreement”) by and between REPUBLIC SERVICES, INC., a
Delaware corporation (the “Company”) and                      (“Optionee”), is entered into as of                     .



     WHEREAS, the Company may have previously awarded to Optionee and is, on the terms and
conditions set forth in this Agreement, awarding to Optionee non-qualified options to purchase
shares of the Company’s common stock par value $.01 per share (the “Stock”).



     NOW, THEREFORE, in consideration of the promises and of the covenants and agreements set forth
herein, the parties hereby agree as follows:



     1. Definitions. All capitalized terms used herein but not expressly defined shall have
the meaning ascribed to them in the Company’s 1998 Stock Incentive Plan, as amended and restated on
March 6, 2002, and incorporated herein by reference (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. Grant of Option. Subject, always to (a) the terms and conditions of the Agreement
and (b) the terms and conditions of the Plan, Optionee is granted effective                     , the right and
option to purchase from the Company all or part of an aggregate of                      shares of the Stock at
the option price of $                     per share (the “Option” and together with all options previously
granted to Optionee by the Company, the “Options”). The Option shall have a ten-year term and shall
be fully vested upon issuance. The Option shall not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).



     3. Transferability of Options. Unless otherwise approved by the Board of Directors of
the Company or a duly authorized committee thereof, no Options shall be transferable or assignable
by Optionee, other than by will or the laws of descent and distribution.



     4. Voluntary Retirement; Non-Election to Board of Directors. In the event that (a)
Optionee shall retire from the Company’s Board of Directors or (b) Optionee shall not be reelected
to the Company’s Board of Directors at a regular or special meeting of the Company’s shareholders,
Optionee shall have ten (10) years from the date of grant of any Options to exercise such Options
and acquire the Company’s Stock.



     5. Rights in the Event of Death or Disability.



     (a) Death. If an Optionee dies while serving as a member of the Company’s Board of Directors,
all Options held by such Optionee prior to death shall remain exercisable in full and the executors
or administrators or legatees or distributees of such Optionee’s estate shall have the right, at
any time following the date of such Optionee’s death (but in all cases prior to the tenth (10th)
anniversary of the grant date of such Options), to exercise, in whole or in part, any Option



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held by such Optionee at the date of such Optionee’s death.



     (b) Disability. If an Optionee terminates service as a member of the Board of Directors of the
Company by reason of the “permanent and total disability” (within the meaning of Section 22(e)(3)
of the Code) of such Optionee, then all Options held by such Optionee shall remain exercisable in
full and the Optionee shall have the right, at any time following such termination of service (but
in all cases prior to the tenth (10th) anniversary of the grant date of such Options), to exercise,
in whole or in part, any Options held by such Optionee at the date of such termination of service.



     6. Optionee Bound by Terms of Applicable Stock Option Plan. Optionee hereby
acknowledges receipt of a copy of the Plan, and agrees to be bound by all of the terms, conditions
and provisions of the same.



     7. Governing Law. This Agreement shall be governed by and constructed in accordance
with the laws of the State of Florida, 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 Optionee 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.



     8. 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.



     9. Notices. All notices or other communications with respect to the Options 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 shall be effective upon receipt):


Stock Option Administrator

Republic Services, Inc.

110 Southeast 6th Street, 28th Floor

Fort Lauderdale, FL 33301




     10. Binding Effect. Subject to the limitation stated above and in the Plan, this
Agreement shall be binding upon and inure to the benefit of the successors and assigns of the
Company and to Optionee’s heirs, legatees, distributees and personal representatives.



     11. Conflict with Terms of Plan. In the event that any provision of this Agreement
should conflict with any provision of the Plan, the Plan shall govern and be controlling.



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     12. Integration. This Agreement supersedes all prior agreements and understanding
between the Company and Optionee relating to the grant of the Options.



     13. Preliminary Statements. The Preliminary Statements set forth on the first
page of this Agreement are true and correct and are hereby incorporated and made a part of
this Agreement.



     14. 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.



     IN WITNESS WHEREOF, the parties hereto have executed the Agreement.



	 	 	 	 	 
	REPUBLIC SERVICES, INC. 



Stock Option Administrator  	OPTIONEE           


 	 
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