WASTE
CONNECTIONS, INC.
 SECOND
AMENDED AND RESTATED
 2004
EQUITY INCENTIVE PLAN
  1.
              PURPOSE.
  The
purpose of the Plan is to provide a means for the Company and any Subsidiary,
through the grant of Nonqualified Stock Options and/or Restricted Stock or
Restricted Stock Units to selected Employees (including officers), Directors and
Consultants, to attract and retain persons of ability as Employees, Directors
and Consultants, and to motivate such persons to exert their best efforts on
behalf of the Company and any Subsidiary.
  2.
              DEFINITIONS.
  (a)           “Board” means the Company’s
Board of Directors.
  (b)           “Change in Control”
means:
  (i)           any
reorganization, liquidation or consolidation of the Company, or any merger or
other business combination of the Company with any other corporation, other than
any such merger or other combination that would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such transaction;
  (ii)           any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Company; or
  (iii)           a
transaction or series of related transactions in which any “person” (as defined
in Section 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
fifty percent (50%) or more of the Company’s outstanding voting securities
(except that for purposes of this definition, “person” shall not include any
person (or any person that controls, is controlled by or is under common control
with such person) who as of the date of an Option Agreement or a Restricted
Stock or Restricted Stock Unit Agreement owns ten percent (10%) or more of the
total voting power represented by the outstanding voting securities of the
Company, or a trustee or other fiduciary holding securities under any employee
benefit plan of the Company, or a corporation that is owned directly or
indirectly by the stockholders of the Company in substantially the same
percentage as their ownership of the Company).
  A
transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company’s incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.
  (c)           “Code” means the Internal
Revenue Code of 1986, as amended from time to time.
   
  (d)           “Committee” means a committee
appointed by the Board in accordance with Section 4(b) of the
Plan.
  (e)           “Company” means Waste
Connections, Inc., a Delaware corporation.
  (f)           “Consultant” means any person,
including an advisor, engaged by the Company or a Subsidiary to render
consulting services and who is compensated for such services; provided that the
term “Consultant” shall not include Directors.
  (g)           “Continuous Status as an Employee,
Director or Consultant” means the individual’s employment as an Employee
or relationship as a Consultant is not interrupted or terminated, or, in the
case of a Director who is not an Employee, the term means the Director remains a
Director of the Company.  The Board, in its sole discretion, may
determine whether Continuous Status as an Employee, Director or Consultant shall
be considered interrupted in the case of (i) any leave of absence approved
by the Board, including sick leave, military leave or any other personal leave,
or (ii) transfers between locations of the Company or between the Company
and a Subsidiary or their successors.
  (h)           “Director” means a member of
the Company’s Board.
  (i)           “Disability” means permanent
and total disability within the meaning of Section 422(c)(6) of the
Code.
  (j)           “Employee” means any person
employed by the Company or any Subsidiary of the Company.  Any officer
of the Company or a Subsidiary is an Employee.  A Director is not an
Employee unless he or she has an employment relationship with the Company or a
Subsidiary in addition to being a Director.  Service as a Consultant
shall not be sufficient to constitute “employment” by the Company.
  (k)          “Exchange Act” means the
Securities Exchange Act of 1934, as amended.
  (l)           “Fair Market Value”means, as of any date, the
value of Stock determined as follows:
  (i)           If
the Stock is listed on any established stock exchange or a national market
system, including without limitation the New York Stock Exchange, its Fair
Market Value shall be the closing sales price for the Stock (or the closing bid,
if no sales were reported) as quoted on such exchange or system on the market
trading day of the date of determination, or, if the date of determination is
not a market trading day, the last market trading day prior to the date of
determination, in each case as reported in The Wall Street Journal or such other
sources as the Board deems reliable;
  (ii)           If
the Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the
high bid and low asked prices for the Stock on the market trading day of the
date of determination, or, if the date of determination is not a market trading
day, the last market trading day prior to the date of determination;
or
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  (iii)           In
absence of an established market for the Stock, the Fair Market Value thereof
shall be determined in good faith by the Board.”
  (m)          “Nonqualified Stock Options”
means Options that are not intended to qualify as incentive stock options within
the meaning of Section 422 of the Code.
  (n)           “Option Agreement” means a
written certificate or agreement between the Company and an Optionee evidencing
the terms and conditions of an individual Option grant.  Each Option
Agreement shall be subject to the terms and conditions of the Plan that apply to
Options.
  (o)           “Optionee” means an Employee,
Director or Consultant who holds an outstanding Option.
  (p)           “Options” means Nonqualified
Stock Options.
  (q)           “Plan” means this Waste
Connections, Inc. 2004 Equity Incentive Plan.
  (r)           “Restricted Stock” means Stock
awarded under the Plan in accordance with the terms and conditions set forth in
Section 6.
  (s)           “Restricted Stock Agreement”
means a written certificate or award agreement between the Company and a
Restricted Stock Participant evidencing a Restricted Stock
Award.  Each Restricted Stock Agreement shall be subject to the terms
and conditions of the Plan that apply to Restricted Stock.
  (t)           “Restricted Stock Award”means
shares of Restricted Stock awarded pursuant to the terms and conditions of the
Plan.
  (u)           “Restricted Stock Participant”
means an Employee, Director or Consultant who holds an outstanding Restricted
Stock Award.
  (v)           “Restricted Stock Unit” means
a contractual right to receive Stock under the Plan upon the attainment of
designated performance milestones or the completion of a specified period of
employment or service with the Corporation or any Subsidiary or upon a specified
date or dates following the attainment of such milestones or the completion of
such service period.
  (w)           “Restricted Stock Unit
Agreement” means a written agreement between the Company and a Restricted
Stock Unit Participant evidencing a Restricted Stock Unit Award.  Each
Restricted Stock Unit Agreement shall be subject to the terms and conditions of
the Plan that apply to Restricted Stock Units.
  (x)           “Restricted Stock Unit Award”means an award of Restricted Stock Units made pursuant to the terms and
conditions of the Plan.
  (y)           “Restricted Stock Unit
Participant” means an Employee, Director or Consultant who holds an
outstanding Restricted Stock Unit Award.
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  (z)           “Restriction Period” means a
time period, which may or may not be based on performance goals and/or the
satisfaction of vesting provisions (which may depend on the Continuous Status as
an Employee, Director or Consultant of the applicable Restricted Stock
Participant), that applies to, and is established or specified by the Board at
the time of, each Restricted Stock Award.
  (aa)          “Rule 16b-3” means
Rule 16b-3 under the Exchange Act or any successor to Rule 16b-3, as
amended from time to time.
  (bb)          “Securities Act” means the
Securities Act of 1933, as amended.
  (cc)          “Stock” means the Common Stock
of the Company.
  (dd)          “Subsidiary” means any
corporation that at the time an Option or a Restricted Stock or Restricted Stock
Unit Award is granted under the Plan qualifies as a subsidiary of the Company
under the definition of “subsidiary corporation” contained in Section
424(f) of the Code, or any similar provision hereafter
enacted.
  3.
              SHARES
      SUBJECT TO THE PLAN.
  (a)           Stock Available for
Awards.  Subject to adjustment as provided in Section 9 for
changes in Stock, the Stock that may be sold or delivered pursuant to Options,
Restricted Stock and/or Restricted Stock Unit Awards shall not exceed 2,775,000
shares.  The Company shall reserve for Options, Restricted Stock
and/or Restricted Stock Unit Awards 2,775,000 shares of Stock, subject to
adjustment as provided in Section 9.  If any Option for any reason
terminates, expires or is cancelled without having been exercised in full, the
Stock not purchased under such Option shall revert to and again become available
for issuance under the Plan.  Shares of Stock that are issued pursuant
to Restricted Stock or Restricted Stock Unit Awards may be either authorized and
unissued shares (which will not be subject to preemptive rights) or previously
issued shares acquired by the Company or any Subsidiary.  Any shares
of Stock subject to a Restricted Stock Award that are forfeited shall revert to
and again become available for issuance under the Plan. If any Restricted Stock
Unit Award terminates or is cancelled for any reason before all the shares of
Stock subject to such award vest and become issuable, the shares of Stock which
do not vest and become issuable under that Restricted Stock Unit Award shall
revert to and again become available for issuance under the Plan.
  (b)           Annual Award
Limit.  The maximum number of shares of Stock for which any one
person may be granted Options, Restricted Stock and Restricted Stock Units in
any one calendar year shall not exceed seventy-five thousand (75,000) shares in
the aggregate, subject to adjustment under Section 9.
  4.
              ADMINISTRATION.
  (a)           Board’s Power and
Responsibilities.  The Plan shall be administered by the Board
or, at the election of the Board, by a Committee, as provided in subsection (b),
or, as to certain functions, by an officer of the Company, as provided in
subsection (c).  Subject to the Plan, the Board shall:
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  (i)
  (ii)
  (iii)        determine
the number of shares subject to each Option, the exercise price of each Option,
the time or times when and the manner in which each Option shall be exercisable,
and the duration of the exercise period;
  (iv)         determine
the number of shares of Stock to be included in any Restricted Stock Award, the
Restriction Period for such Award, and the vesting schedule of such Award over
the Restriction Period;
  (v)          determine
the number of shares of Stock to be subject to any Restricted Stock Unit Award,
the vesting schedule for those shares of Stock and the date or dates on which
the shares of Stock which vest under the Award are actually to be
issued;
  (vi)         construe
and interpret the Plan and each Option, Restricted Stock and Restricted Stock
Unit Agreement, and establish, amend and revoke rules and regulations for the
Plan’s administration, and correct any defect, omission or inconsistency in the
Plan or any Option, Restricted Stock or Restricted Stock Unit Agreement in a
manner and to the extent it deems necessary or expedient to make the Plan fully
effective;
  (vii)       adopt
such procedures and subplans and grant Options and Restricted Stock and
Restricted Stock Unit Awards on such terms and conditions as the Board
determines necessary or appropriate to permit participation in the Plan by
individuals otherwise eligible to so participate who are foreign nationals or
employed outside of the United States, or otherwise to conform to applicable
requirements or practices of jurisdictions outside of the United
States;
  (viii)      prescribe
and approve the form and content of certificates and agreements for use under
the Plan;
  (ix)        establish
and administer any terms, conditions, performance criteria, restrictions,
limitations, forfeiture, vesting schedule, and other provisions of or relating
to any Option or any Restricted Stock or Restricted Stock Unit
Award;
  (x)          grant
waivers of terms, conditions, restrictions and limitations under the Plan or
applicable to any Option or Restricted Stock or Restricted Stock Unit Award, or
accelerate the vesting of any Option or any Restricted Stock or Restricted Stock
Unit Award or the issuance of vested Stock under any Restricted Stock Unit
Award;
  (xi)         amend
or adjust the terms and conditions of any outstanding Option or any Restricted
Stock or Restricted Stock Unit Award and/or adjust the number and/or class of
shares of Stock subject to any outstanding Option or any outstanding Restricted
Stock or Restricted Stock Unit Award, provided that no such amendment or
adjustment  shall reduce the exercise price of
any Option to a price lower than the Fair Market Value of the Stock covered by
such Option on the date the Option was granted;
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   (xii)           at
any time and from time to time after the granting of an Option or a Restricted
Stock or Restricted Stock Unit Award, specify such additional terms, conditions
and restrictions with respect to any such Option or any such Restricted Stock or
Restricted Stock Unit Award as may be deemed necessary or appropriate to ensure
compliance with any and all applicable laws or rules, including, but not limited
to, terms, restrictions and conditions for compliance with applicable securities
laws and methods of withholding or providing for the payment of required
taxes;
  (xiii)                      offer
to buy out a Restricted Stock or Restricted Stock Unit Award previously granted,
based on such terms and conditions as the Board shall establish with and
communicate to the Restricted Stock or Restricted Stock Unit Participant at the
time such offer is made;
  (xiv)                      to
the extent permitted under the applicable Restricted Stock Agreement, permit the
transfer of a Restricted Stock Award by one other than the Restricted Stock
Participant who received the grant of such Restricted Stock Award;
and
  (xv)           take
any and all other actions it deems necessary for the purposes of the
Plan.
  The Board
shall have full discretionary authority in all matters related to the discharge
of its responsibilities and the exercise of its authority under the Plan.
Decisions and actions by the Board with respect to the Plan and any Option
Agreement or any Restricted Stock or Restricted Stock Unit Agreement shall be
final, conclusive and binding on all persons having or claiming to have any
right or interest in or under the Plan and/or any Option Agreement or Restricted
Stock  or Restricted Stock Unit Agreement.
  (b)           Authority to Delegate to
Committee.  The Board may delegate administration of the Plan
to one or more Committees of the Board.  Each such Committee shall
consist of one or more members appointed by the Board.  Subject to the
foregoing, the Board may from time to time increase the size of any such
Committee and appoint additional members, remove members (with or without
cause) and appoint new members in substitution therefor, or fill vacancies,
however caused.  If the Board delegates administration of the Plan to
a Committee, the Committee shall have the same powers theretofore possessed by
the Board with respect to the administration of the Plan (and references in this
Plan to the Board shall apply to the Committee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board.  The Board may abolish any such
Committee at any time and revest in the Board the previously delegated
administration of the Plan.
  (c)           Authority to Delegate to
Officers.  The Board may delegate administration of Sections
4(a)(i) through 4(a)(v) above to the Chief Executive Officer of the Company;
provided, however, that such officer may not grant Options, Restricted Stock
Awards and Restricted Stock Unit Awards covering more than 2,250,000 shares of
Stock in the aggregate.
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  (d)           Ten Year Grant
Period.  Notwithstanding the foregoing, no Option or any
Restricted Stock or Restricted Stock Unit Award shall be granted after the
expiration of ten years from the effective date of the Plan specified in Section
15 below.
  (e)           Modification of Terms and
Conditions through Employment or Consulting
Agreements.  Notwithstanding the provisions of any Option
Agreement or any Restricted Stock or Restricted Stock Unit Agreement, any
modifications to the terms and conditions of any Option or any Restricted Stock
or Restricted Stock Unit Award permitted by Section 4(a) with respect to any
Employee or Consultant may be effected by including the modification in an
employment or consulting agreement between the Company or a Subsidiary and the
Optionee or the Restricted Stock or Restricted Stock Unit
Participant.
  5.
              TERMS
      AND CONDITIONS OF OPTIONS.
  Each
Option granted shall be evidenced by an Option Agreement in substantially the
form attached hereto as Annex A or such other form as may be approved by the
Board.  Each Option Agreement shall include the following terms and
conditions and such other terms and conditions as the Board may deem
appropriate:
  (a)           Option Term.  Each Option
Agreement shall specify the term for which the Option thereunder is granted and
shall provide that such Option shall expire at the end of such
term.  The Board may extend such term; provided that the term of any
Option, including any such extensions, shall not exceed five years from the date
of grant.
  (b)           Exercise Price.  Each Option
Agreement shall specify the exercise price per share, as determined by the Board
at the time the Option is granted, which exercise price shall in no event be
less than the Fair Market Value when the Option is granted.
  (c)           Vesting.  Each Option
Agreement shall specify when it is exercisable.  The total number of
shares of Stock subject to an Option may, but need not, be allotted in periodic
installments (which may, but need not, be equal).  An Option Agreement
may provide that from time to time during each of such installment periods, the
Option may become exercisable (“vest”) with respect to some or all of the
shares allotted to that period, and may be exercised with respect to some or all
of the shares allotted to such period or any prior period as to which the Option
shall have become vested but shall not have been fully exercised.  An
Option may be subject to such other terms and conditions on the time or times
when it may be exercised (which may be based on performance or other
criteria) as the Board deems appropriate.
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  (d)           Payment of Purchase Price on
Exercise.  Each Option
Agreement shall provide that the purchase price of the shares as to which such
Option may be exercised shall be paid to the Company at the time of exercise
either (i) in cash, or (ii) in the absolute discretion of the Board
(which discretion may be exercised in a particular case without regard to any
other case or cases), at the time of the grant or thereafter, (A) by the
withholding of shares of Stock issuable on exercise of the Option or the
delivery to the Company of other Stock owned by the Optionee, provided in either
case that the Optionee has owned shares of Stock equal in number to the shares
so withheld for a period sufficient to avoid a charge to the Company’s reported
earnings, (B) subject to compliance with applicable law, according to a
deferred payment or other
 arrangement
(which may include, without limiting the generality of the foregoing, the use of
Stock) with the person to whom the Option is granted or to whom the Option
is transferred pursuant to Section 5(e), (C) by delivery of a properly executed
notice together with irrevocable instructions to a broker providing for the
assignment to the Company of the proceeds of a sale or loan with respect to some
or all of the Stock being acquired upon the exercise of the Option, including,
without limitation, through an exercise complying with the provisions of
Regulation T as promulgated from time to time by the Board of Governors of the
Federal Reserve System (a “cashless exercise”), or (D) in any other form or
combination of forms of legal consideration that may be acceptable to the
Board.
  In the
case of any deferred payment arrangement, interest shall be payable at least
annually and shall be charged at the minimum rate necessary to avoid the
treatment as interest, under any applicable provisions of the Code, of any
amounts other than amounts stated to be interest under the deferred payment
arrangement, or if less, the maximum rate permitted by law.
  (e)           Transferability.  An Option shall
not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of by the Optionee during his or her lifetime, whether by operation of law or
otherwise, other than by will or the laws of descent and distribution applicable
to the Optionee, and shall not be made subject to execution, attachment or
similar process; provided that the Board may in its discretion at the time of
approval of the grant of an Option or thereafter permit an Optionee to transfer
an Option to a trust or other entity established by the Optionee for estate
planning purposes, and may permit further transferability or impose conditions
or limitations on any permitted transferability.  Otherwise, during
the lifetime of an Optionee, an Option shall be exercisable only by such
Optionee.  In the event any Option is to be exercised by the
executors, administrators, heirs or distributees of the estate of a deceased
Optionee, or such an Optionee’s beneficiary, in any such case pursuant to the
terms and conditions of the Plan and the applicable Option Agreement and in
accordance with such terms and conditions as may be specified from time to time
by the Board, the Company shall be under no obligation to issue Stock thereunder
unless and until the Board is satisfied that the person to receive such Stock is
the duly appointed legal representative of the deceased Optionee’s estate or the
proper legatee or distributee thereof or the named beneficiary of such
Optionee.
  (f)           Exercise of Option After
Death of Optionee.  If an Optionee
dies (i) while an Employee, Director or Consultant, or (ii) within
three months after termination of the Optionee’s Continuous Status as an
Employee, Director or Consultant because of his or her Disability or retirement,
his or her Options may be exercised (to the extent that the Optionee was
entitled to do so on the date of death or termination) by the Optionee’s
estate or by a person who shall have acquired the right to exercise the Options
by bequest or inheritance, but only within the period ending on the earlier of
(A) one year after the Optionee’s death (or such shorter or longer period
specified in the Option Agreement, which period shall not be less than six
months), or (B) the expiration date specified in the Option
Agreement.  If, after the Optionee’s death, the Optionee’s estate or
the person who acquired the right to exercise the Optionee’s Options does not
exercise the Options within the time specified herein, the Options shall
terminate and the shares covered by such Options shall revert to and again
become available for issuance under the Plan.
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 (g)           Exercise
of Option After Termination of Optionee’s Continuous Status as an Employee,
Director or Consultant as a Result of Disability or Retirement.  If an
Optionee’s Continuous
Status as an Employee, Director or Consultant terminates as a result of the
Optionee’s Disability or retirement, and the Optionee does not die within the
following three months, the Optionee may exercise his or her Options (to the
extent that the Optionee was entitled to exercise them on the date of
termination), but only within the period ending on the earlier of (i) six
months after Disability or retirement (or such longer period specified in the
Option Agreement), and (ii) the expiration of the term set forth in the
Option Agreement.  If, after termination, the Optionee does not
exercise his or her Options within the time specified herein, the Options shall
terminate, and the shares covered by such Options shall revert to and again
become available for issuance under the Plan.
  (h)           No
Exercise of Option After Termination of Optionee’s Continuous Status as an
Employee, Director or Consultant Other Than as a Result of Death, Disability or
Retirement.  If an Optionee’s Continuous Status as an Employee,
Director or Consultant terminates other than as a result of the Optionee’s
death, Disability or retirement, all right of the Optionee to exercise his or
her Options shall terminate on the date of termination of such Continuous Status
as an Employee, Director or Consultant.  The Options shall terminate
on such termination date, and the shares covered by such Options shall revert to
and again become available for issuance under the Plan.
  (i)           Exceptions.  Notwithstanding
subsections (f), (g) and (h), the Board shall have the authority to extend
the expiration date of any outstanding Option in circumstances in which it deems
such action to be appropriate, provided that no such extension shall extend the
term of an Option beyond the expiration date of the term of such Option as set
forth in the Option Agreement.
  (j)           Company’s Repurchase Right
or Option Shares.  Each Option
Agreement may, but is not required to, include provisions whereby the Company
shall have the right to repurchase any and all shares acquired by an Optionee on
exercise of any Option granted under the Plan, at such price and on such other
terms and conditions as the Board may approve and as may be set forth in the
Option Agreement.  Such right shall be exercisable by the Company
after termination of an Optionee’s Continuous Status as an Employee, Director or
Consultant, whenever such termination may occur and whether such termination is
voluntary or involuntary, with cause or without cause, without regard to the
reason therefor, if any.
  6.
              TERMS
      AND CONDITIONS OF RESTRICTED STOCK
AWARDS.
  (a)           Restricted Stock Award
Agreement.  Each Restricted Stock Award shall be evidenced by a
Restricted Stock Agreement in substantially the form attached hereto as
Annex B or such other form as may be approved by the Board.  Each
Restricted Stock Agreement shall be executed by the Company and the Restricted
Stock Participant to whom such Restricted Stock Award has been granted, unless
the Restricted Stock Agreement provides otherwise; two or more Restricted Stock
Awards granted to a single Restricted Stock Participant may, however, be
combined in a single Restricted Stock Agreement. A Restricted Stock Agreement
shall not be a precondition to the granting of a Restricted Stock Award; no
person shall have any rights under any Restricted Stock Award, however, unless
and until the Restricted Stock Participant to whom the Restricted Stock Award
shall have been granted (i) shall have executed and delivered to the Company a
Restricted Stock Agreement or other instrument evidencing the Restricted Stock
Award,
unless such Restricted Stock Agreement provides otherwise, (ii) has satisfied
the applicable federal, state, local and/or foreign income and employment
withholding tax liability with respect to the shares of Stock which vest or
become issuable under the Restricted Stock Award, and (iii) has otherwise
complied with the applicable terms and conditions of the Restricted Stock
Award.
  9
  (b)           Restricted Stock Awards
Subject to Plan.  All Restricted Stock Awards under the Plan
shall be subject to all the applicable provisions of the Plan, including the
following terms and conditions, and to such other terms and conditions not
inconsistent therewith, as the Board shall determine and which are set forth in
the applicable Restricted Stock Agreement.
  (i)           The
Restricted Stock subject to a Restricted Stock Award shall entitle the
Restricted Stock Participant to receive shares of Restricted Stock, which vest
over the Restriction Period.  The Board shall have the discretionary
authority to authorize Restricted Stock Awards and determine the Restriction
Period for each such award.
  (ii)           Subject
to the terms and restrictions of this Section 6 or the applicable
Restricted Stock Agreement or as otherwise determined by the Board, upon
delivery of Restricted Stock to a Restricted Stock Participant, or upon creation
of a book entry evidencing a Restricted Stock Participant’s ownership of shares
of Restricted Stock, pursuant to Section 6(f), the Restricted Stock Participant
shall have all of the rights of a stockholder with respect to such
shares.
  (c)           Cash
Payment.  The Board may make any such Restricted Stock Award
without the requirement of any cash payment from the Restricted Stock
Participant to whom such Restricted Stock Award is made, or may require a cash
payment from such a Restricted Stock Participant in an amount no greater than
the aggregate Fair Market Value of the Restricted Stock as of the date of grant
in exchange for, or as a condition precedent to, the completion of such
Restricted Stock Award and the issuance of such shares of Restricted
Stock.
  (d)           Transferability.  During
the Restriction Period stated in the Restricted Stock Agreement, the Restricted
Stock Participant who receives a Restricted Stock Award shall not be permitted
to sell, transfer, pledge, assign, encumber or otherwise dispose of such
Restricted Stock whether by operation of law or otherwise and shall not be made
subject to execution, attachment or similar process.  Any attempt by
such Restricted Stock Participant to do so shall constitute the immediate and
automatic forfeiture of such Restricted Stock Award.  Notwithstanding
the foregoing, the Restricted Stock Agreement may permit the payment or
distribution of a Restricted Stock Participant’s Award (or any portion thereof)
after his or her death to the beneficiary most recently named by such Restricted
Stock Participant in a written designation thereof filed with the Company, or,
in lieu of any such surviving beneficiary, as designated by the Restricted Stock
Participant by will or by the laws of descent and distribution.  In
the event any Restricted Stock Award is to be paid or distributed to the
executors, administrators, heirs or distributees of the estate of a deceased
Restricted Stock Participant, or such a Restricted Stock Participant’s
beneficiary, in any such case pursuant to the terms and conditions of the Plan
and the applicable Restricted Stock Agreement and in accordance with such terms
and conditions as may be specified from time to time by the Board, the Company
shall be under no obligation to issue Stock thereunder unless and until the
Board is satisfied that each
person to receive such Stock is the duly appointed legal representative of the
deceased Restricted Stock Participant’s estate or the proper legatee or
distributee thereof or the named beneficiary of such Restricted Stock
Participant.
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  (e)           Forfeiture of Restricted
Stock.  If, during the Restriction Period, the Restricted Stock
Participant’s Continuous Status as an Employee, Director or Consultant
terminates for any reason, all of such Restricted Stock Participant’s shares of
Restricted Stock as to which the Restriction Period has not yet expired shall be
forfeited and revert to the Plan, unless the Board has provided otherwise in the
Restricted Stock Agreement or in an employment or consulting agreement with the
Restricted Stock Participant, or the Board, in its discretion, otherwise
determines to waive such forfeiture.
  (f)           Receipt of Stock
Certificates.  Each Restricted Stock Participant who receives a
Restricted Stock Award shall be issued one or more stock certificates in respect
of such shares of Restricted Stock.  Any such stock certificates for
shares of Restricted Stock shall be registered in the name of the Restricted
Stock Participant but shall be appropriately legended and returned to the
Company or its agent by the recipient, together with a stock power or other
appropriate instrument of transfer, endorsed in blank by the
recipient.  Notwithstanding anything in the foregoing to the contrary,
in lieu of the issuance of certificates for any shares of Restricted Stock
during the applicable Restriction Period, a “book entry” (i.e., a computerized
or manual entry) may be made in the records of the Company, or its designated
agent, as the Board, in its discretion, may deem appropriate, to evidence the
ownership of such shares of Restricted Stock in the name of the applicable
Restricted Stock Participant.  Such records of the Company or such
agent shall, absent manifest error, be binding on all Restricted Stock
Participants hereunder.  The holding of shares of Restricted Stock by
the Company or its agent, or the use of book entries to evidence the ownership
of shares of Restricted Stock, in accordance with this Section 6(f), shall not
affect the rights of Restricted Stock Participants as owners of their shares of
Restricted Stock, nor affect the Restriction Period applicable to such shares
under the Plan or the Restricted Stock Agreement.
  (g)           Dividends.  A
Restricted Stock Participant who holds outstanding shares of Restricted Stock
shall not be entitled to any dividends paid thereon, other than dividends in the
form of the Company’s stock.
  (h)           Expiration of Restriction
Period.  A Restricted Stock Participant’s shares of Restricted
Stock shall become free of the foregoing restrictions on the earlier of a Change
in Control or the expiration of the applicable Restriction Period, and the
Company shall, subject to Sections 8(a) and 8(b), then deliver stock
certificates evidencing such Stock to such Restricted Stock
Participant.  Such certificates shall be freely transferable, subject
to any market black-out periods which may be imposed by the Company from time to
time or insider trading policies to which the Restricted Stock Participant may
at the time be subject.
  (i)           Substitution of Restricted
Stock Awards.  The Board may accept the surrender of
outstanding shares of Restricted Stock (to the extent that the Restriction
Period or other restrictions applicable to such shares have not yet lapsed) and
grant new Restricted Stock Awards in substitution for such Restricted
Stock.
   11
  7.
                TERMS
      AND CONDITIONS OF RESTRICTED STOCK UNIT
AWARDS.
 (a)           Restricted Stock Unit Award
Agreement.  Each Restricted Stock Unit Award shall be evidenced
by a Restricted Stock Unit Agreement in substantially the form attached hereto
as Annex C or such other form as may be approved by the
Board.  Each Restricted Stock Unit Agreement shall be executed by the
Company and the Restricted Stock Unit Participant to whom such Restricted Stock
Unit Award has been granted, unless the Restricted Stock Unit Agreement provides
otherwise; two or more Restricted Stock Unit Awards granted to a single
Restricted Stock Unit Participant may, however, be combined in a single
Restricted Stock Unit Agreement. A Restricted Stock Unit Agreement shall not be
a precondition to the granting of a Restricted Stock Unit Award; however, no
person shall be entitled to receive any shares of Stock pursuant to a Restricted
Stock Unit Award unless and until the Restricted Stock Unit Participant to whom
the Restricted Stock Unit Award shall have been granted (i) shall have executed
and delivered to the Company a Restricted Stock Unit Agreement or other
instrument evidencing the Restricted Stock Unit Award, unless such Restricted
Stock Unit Agreement provides otherwise, (ii) has satisfied the applicable
federal, state, local and/or foreign income and employment withholding tax
liability with respect to the shares of Stock which vest or become issuable
under the Restricted Stock Unit Award and (iii) has otherwise complied with all
the other applicable terms and conditions of the Restricted Stock Unit
Award.
  (b)           Restricted Stock Unit Awards
Subject to Plan.  All Restricted Stock Unit Awards under the
Plan shall be subject to all the applicable provisions of the Plan, including
the following terms and conditions, and to such other terms and conditions not
inconsistent therewith, as the Board shall determine and which are set forth in
the applicable Restricted Stock Unit Agreement.
  (i)           The
Restricted Stock Units subject to a Restricted Stock Unit Award shall entitle
the Restricted Stock Unit Participant to receive the shares of Stock underlying
those Units upon the attainment of designated performance goals or the
satisfaction of specified employment or service requirements or upon the
expiration of a designated time period following the attainment of such goals or
the satisfaction of the applicable service period.  The Board shall
have the discretionary authority to determine the performance milestones or
service period required for the vesting of the Restricted Stock Units and the
date or dates when the shares of Stock which vest under those Restricted Stock
Units are actually to be issued. The Board may alternatively provide the
Restricted Stock Unit Participant with the right to elect the issue date or
dates for the shares of Stock which vest under his or her Restricted Stock Unit
Award.  The issuance of vested shares under the Restricted Stock Unit
Award may be deferred to a date following the termination of the Restricted
Stock Unit Participant’s employment or service with the Company and its
Subsidiaries.
  (ii)           The
Restricted Stock Unit Participant shall not have any stockholder rights with
respect to the shares of Stock subject to his or her Restricted Stock Unit Award
until that Award vests and the shares of Stock are actually issued
thereunder.  However, dividend-equivalent units may, in the sole
discretion of the Board,  be paid or credited, either in cash or in
actual or phantom shares of Stock, on one or more outstanding Restricted Stock
Units, subject to such terms and conditions as the Board may deem
appropriate.
   12
  (iii)           An
outstanding Restricted Stock Unit Award shall automatically terminate, and no
shares of Stock shall actually be issued in satisfaction of that Award, if the
performance goals or service requirements established for such Award are not
attained or satisfied.  The Board, however, shall have the
discretionary authority to issue vested shares of Stock under one or more
outstanding Restricted Stock Unit Awards as to which the designated performance
goals or service requirements have not been attained or satisfied.
  (iv)           Service
requirements for the vesting of Restricted Stock Unit Awards may include service
as an Employee, Consultant or non-employee Director.
  (c)           No Cash Payment.
Restricted Stock Unit Awards shall not require any cash payment from the
Restricted Stock Unit Participant to whom such Restricted Stock Unit Award is
made, either at the time such Award is made or at the time any shares of Stock
become issuable under that Award.  However, the issuance of such
shares shall be subject to the Restricted Stock Unit Participant’s satisfaction
of all applicable federal, state, local and/or foreign income and employment
withholding taxes.
  (d)           Transferability.  The
Restricted Stock Unit Participant who receives a Restricted Stock Unit Award
shall not be permitted to sell, transfer, pledge, assign, encumber or otherwise
dispose of his or her interest in such Award or the underlying shares of Stock,
whether by operation of law or otherwise, and such Award shall not be made
subject to execution, attachment or similar process.  Any attempt by
such Restricted Stock Unit Participant to do so shall constitute the immediate
and automatic forfeiture of such Restricted Stock Unit
Award.  Notwithstanding the foregoing, any shares of Stock which vest
under the Restricted Stock Unit Agreement but which remain unissued at the time
of the Restricted Stock Unit Participant’s death shall be issued to the
beneficiary most recently named by such Restricted Stock Unit Participant in a
written designation thereof filed with the Company, or, in lieu of any such
surviving beneficiary, as designated by the Restricted Stock Unit Participant by
will or by the laws of descent and distribution.  In the event such
vested shares of Stock are to be issued to the executors, administrators, heirs
or distributees of the estate of a deceased Restricted Stock Unit Participant,
or his or her designated beneficiary, in any such case pursuant to the terms and
conditions of the Plan and the applicable Restricted Stock Unit Agreement and in
accordance with such terms and conditions as may be specified from time to time
by the Board, the Company shall be under no obligation to effect such issuance
unless and until the Board is satisfied that each person to receive such Stock
is the duly appointed legal representative of the deceased Restricted Stock Unit
Participant’s estate or the proper legatee or distributee thereof or the named
beneficiary of such Restricted Stock Unit Participant.
  (e)           Forfeiture of Restricted
Stock Units.  If the Restricted Stock Unit Participant’s
Continuous Status as an Employee, Director or Consultant terminates for any
reason, all of the Restricted Stock Units subject to his or her outstanding
Restricted Stock Unit Awards shall, to the extent not vested at that time, be
forfeited, and no shares of Stock shall be issued pursuant to those forfeited
Restricted Stock Units, unless the Board has provided in the Restricted Stock
Unit Agreement or in an employment or consulting agreement with the Restricted
Stock Unit Participant that no such forfeiture shall occur, or the Board, in its
sole discretion, otherwise determines to waive such forfeiture.
   13
  (f)           Issuance of Stock
Certificates.  Each Restricted Stock Unit Participant who
becomes entitled to an issuance of shares of Stock following the vesting of his
or her Restricted Stock Unit Award shall, subject to Sections 8(a) and 8(b), be
issued one or more stock certificates for those shares.  Subject to
such Sections 8(a) and 8(b), each such stock certificate shall be registered in
the name of the Restricted Stock Unit Participant and shall be freely
transferable, subject to any market black-out periods which may be imposed by
the Company from time to time or insider trading policies to which the
Restricted Stock Unit Participant may at the time be subject.
  8.
              CONDITIONS
      ON EXERCISE OF OPTIONS AND ISSUANCE OF
SHARES.
  (a)           Securities Law
Compliance.  The Plan, the
grant of Options and Restricted Stock or Restricted Stock Unit Awards
thereunder, the exercise of Options thereunder and the obligation of the Company
to issue shares of Stock on the exercise of Options, at the expiration of the
applicable Restriction Period for Restricted Stock or upon the occurrence of the
designated issuance date for shares of Stock subject to vested Restricted Stock
Units, shall be subject to all applicable Federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may
be required, in the opinion of the Board.  Options may not be
exercised, Restricted Stock and Restricted Stock Unit Awards may not be granted,
and shares of Stock may not be issued if any such action would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed.  No Option may be exercised
unless (i) a registration statement under the Securities Act shall at the
time of exercise of the Option be in effect with respect to the shares issuable
upon exercise of the Option or (ii) in the opinion of legal counsel to the
Company, the shares issuable upon exercise of the Option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act.  No Stock may be issued in
connection with a Restricted Stock or Restricted Stock Unit Award unless
(i) a registration statement under the Securities Act shall at the time of
issuance of the Stock be in effect with respect to the shares of Stock to be
issued or (ii) in the opinion of legal counsel to the Company, the shares
of Stock to be issued on expiration of the applicable Restriction Period or upon
the designated issuance date for vested Restricted Stock Units may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act.  The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company’s legal counsel to be necessary to the lawful issuance and
sale of any shares hereunder shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained.  As a condition to the
exercise of any Option and the issuance of any Stock in connection with a
Restricted Stock or Restricted Stock Unit Award, the Company may require the
Optionee or the Restricted Stock or Restricted Stock Unit Participant to satisfy
any qualifications that may be necessary or appropriate to evidence compliance
with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.
  14
 (b)           Investment
Representations.  The Company may
require any Optionee or a Restricted Stock or Restricted Stock Unit Participant,
or any person to whom an Option or Restricted Stock or Restricted Stock Unit
Award is transferred, as a condition of exercising such Option or receiving
shares of Stock pursuant to such Restricted Stock or Restricted Stock Unit
Award, to (A) give
written assurances satisfactory to the Company as to such person’s knowledge and
experience in financial and business matters or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option or receiving such Stock, and (B) to give
written assurances satisfactory to the Company stating that such person is
acquiring the Stock for such person’s own account and not with any present
intention of selling or otherwise distributing the Stock.  The
foregoing requirements, and any assurances given pursuant to such requirements,
shall not apply if (1) the issuance of the Stock has been registered under
a then currently effective registration statement under the Securities Act, or
(2) counsel for the Company determines as to any particular requirement
that such requirement need not be met in the circumstances under the then
applicable securities laws.  The Company may, with the advice of its
counsel, place such legends on stock certificates issued under the Plan as the
Company deems necessary or appropriate to comply with applicable securities
laws, including, but not limited to, legends restricting the transfer of the
Stock.
  9.
              ADJUSTMENTS
      ON CERTAIN EVENTS.
  (a)           No Effect on Powers of Board
or Shareholders.  The existence of the Plan and any Options or
any Restricted Stock or Restricted Stock Unit Awards granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the capital structure or business of the Company or any of its
subsidiaries, any merger or consolidation of the Company or a subsidiary of the
Company, any issue of debt, preferred or prior preference stock ahead of or
affecting Stock, the authorization or issuance of additional shares of Stock,
the dissolution or liquidation of the Company or its subsidiaries, any sale or
transfer of all or part of its assets or business or any other corporate act or
proceeding.
  (b)           Changes in
Control.
  (i)           Options.  Each
Option Agreement shall provide that in the event that the Company is subject to
a Change in Control:
  (A)           immediately
prior thereto all outstanding Options shall be automatically accelerated and
become immediately exercisable as to all of the shares of Stock covered thereby,
notwithstanding anything to the contrary in the Plan or the Option Agreement;
and
  (B)           the
Board may, in its discretion, and on such terms and conditions as it deems
appropriate, by resolution adopted by the Board or by the terms of any agreement
of sale, merger or consolidation giving rise to the Change in Control, provide
that, without Optionee’s consent, the shares subject to an Option may (1)
continue as an immediately exercisable Option of the Company (if the Company is
the surviving corporation), (2) be assumed as immediately exercisable Options by
the surviving corporation or its parent, (3) be substituted by immediately
exercisable options granted by the surviving corporation or its parent with
substantially the same terms for the Option, or (4) be cancelled after payment
to the Optionee of an amount in cash or other consideration delivered to
stockholders of the Company in the transaction resulting in a Change in Control
of the Company equal to the total number of shares subject to the Option
multiplied by the remainder of (i) the amount per share to be received by
holders of the Company’s Stock in the sale, merger or consolidation, minus (ii)
the exercise price per share of the shares subject to the Option.
  15
  (ii)           Restricted Stock
Awards.  Each Restricted Stock Agreement shall provide that,
immediately prior to a Change in Control, all restrictions imposed by the Board
on any outstanding Restricted Stock Award shall be automatically canceled, the
Restriction Period applicable to all outstanding Restricted Stock Awards shall
immediately terminate, and such Restricted Stock Awards shall be fully vested,
subject to the Restricted Stock  Participant’s satisfaction of all
applicable federal, state, local and/or foreign income and employment
withholding taxes.   Any applicable performance goals shall be
deemed achieved at not less than the target level, notwithstanding anything to
the contrary in the Plan or the Restricted Stock Agreement.
  (iii)           Restricted Stock Unit
Awards.  Each Restricted Stock Unit Agreement shall provide
that, immediately upon a Change in Control, the Restricted Stock Units subject
to such Agreement shall automatically vest in full, and the shares subject to
those vested Restricted Stock Units shall be issued, notwithstanding any
deferred issuance date otherwise in effect at the time for such shares, subject
to the Restricted Stock Unit Participant’s satisfaction of all applicable
federal, state, local and/or foreign income and employment withholding
taxes.  Accordingly, all performance milestones or service
requirements in effect for those Restricted Stock Units shall be deemed to have
been fully achieved or completed, notwithstanding anything to the contrary in
the Plan or the Restricted Stock Unit Agreement.
  (c)           Adjustment Of
Shares.  The aggregate number, class and kind of shares of
stock available for issuance under the Plan, the aggregate number, class and
kind of shares of stock as to which Restricted Stock or Restricted Stock Unit
Awards may be granted, the limitation set forth in Section 4(c) on the number of
shares of Stock that may be issued by a single officer under the Plan, the
number, class and kind of shares under each outstanding Restricted Stock or
Restricted Stock Unit Award, the exercise price of each Option and the number of
shares purchasable on exercise of such Option shall be appropriately adjusted by
the Board in its discretion to preserve the benefits or potential benefits
intended to be made available under the Plan or with respect to any outstanding
Options or any outstanding Restricted Stock or Restricted Stock Unit Awards or
otherwise necessary to reflect any such change, if the Company shall (i) pay a
dividend in, or make a distribution of, shares of Stock (or securities
convertible into, exchangeable for or otherwise entitling a holder thereof to
receive Stock), or evidences of indebtedness or other property or assets, on
outstanding Stock, (ii) subdivide the outstanding shares of Stock into a
greater number of shares, (iii) combine the outstanding shares of Stock into a
smaller number of shares or (iv) issue any shares of its capital stock in a
reclassification of the Stock (including any such reclassification in connection
with a consolidation or merger in which the Company is the resulting
corporation).  An adjustment made pursuant to this Section 9(c) shall,
in the case of a dividend or distribution, be made as of the record date
therefor and, in the case of a subdivision, combination or reclassification, be
made as of the effective date thereof.  In case of any adjustment
pursuant to this Section 9(c) with respect to an Option, the total number of
shares and the number of shares or other units of such other securities
purchasable on exercise of the Option immediately prior thereto shall be
adjusted so that the Optionee
shall be entitled to receive at the same aggregate purchase price the number of
shares of Stock and the number of shares or other units of such other securities
that the Optionee would have owned or would have been entitled to receive
immediately following the occurrence of any of the events described above had
the Option been exercised in full immediately prior to the occurrence (or
applicable record date) of such event.  If, as a result of any
adjustment pursuant to this Section 9(c), the Optionee shall become entitled to
receive shares of two or more classes or series of securities of the Company,
the Board shall equitably determine the allocation of the adjusted exercise
price between or among shares or other units of such classes or series and shall
notify the Optionee of such allocation.  Any new or additional shares
or securities received by a Restricted Stock Participant shall be subject to the
same terms and conditions, including the Restriction Period, as related to the
original Restricted Stock Award.
  16
  (d)           Receipt of Assets Other Than
Stock.  If at any time, as a result of an adjustment made
pursuant to this Section 9, an Optionee or a Restricted Stock or Restricted
Stock Unit Participant shall become entitled to receive any shares of capital
stock or shares or other units of other securities or property or assets other
than Stock, the number of such other shares or units so receivable on any
exercise of the Option or expiration of the Restriction Period or the designated
issuance date for the securities subject to vested Restricted Stock Units shall
be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the shares of Stock
in this Section 9, and the provisions of this Plan with respect to the shares of
Stock shall apply, with necessary changes in points of detail, on like terms to
any such other shares or units.
  (e)           Fractional
Shares.  All calculations under this Section 9 shall be, in the
case of exercise price, rounded up to the nearest cent or, in the case of
shares, rounded down to the nearest one-hundredth of a share, but in no event
shall the Company be obligated to issue any fractional share.
  (f)           Inability to Prevent Acts
Described in Section 9; Uniformity of Actions Not Required.  No
Optionee and no Restricted Stock or Restricted Stock Unit Participant shall have
or be deemed to have any right to prevent the consummation of the acts described
in this Section 9 affecting the number of shares of Stock subject to any Option
or any Restricted Stock or Restricted Stock Unit Award held by the Optionee or
the Restricted Stock or Restricted Stock Unit Participant.  Any
actions or determinations by the Board under this Section 9 need not be uniform
as to all outstanding Options or outstanding Restricted Stock or Restricted
Stock Unit Awards, and need not treat all Optionees or all Restricted Stock or
Restricted Stock Unit Participants identically.
  10.
              TAX
      WITHHOLDING OBLIGATIONS.
  (a)           General
Authorization.  The Company is authorized to take whatever
actions are necessary and proper to satisfy all obligations of Optionees and
Restricted Stock and Restricted Stock Unit Participants (including, for purposes
of this Section 10, any other person entitled to exercise an Option or receive
shares of Stock pursuant to a Restricted Stock or Restricted Stock Unit Award
under the Plan) for the payment of all federal, state, local and/or foreign
taxes in connection with any Option grant or exercise, any Restricted Stock
Award or any Stock issuance pursuant
to a vested Restricted Stock Unit Award (including, but not limited to, actions
pursuant to the following Section 10(b)).
  17
  (b)           Withholding
Requirement and Procedure.
  (i)           Options.  Whenever
the Company proposes or is required to issue or transfer shares of Stock with
respect to an Option, the Company shall have the right to require the grantee to
remit to the Company an amount sufficient to satisfy any federal, state
and/or  local  withholding tax requirements prior to the
delivery of any certificate or certificates for such shares, including, for each
Optionee who is an Employee, the employee portion of the FICA (Social Security
and Medicare) taxes.  Alternatively, the Company may issue or transfer
such shares net of the number of shares sufficient to satisfy the minimum
withholding tax requirements.  For withholding tax purposes, the
shares of Stock shall be valued on the date the withholding obligation is
incurred.
  (ii)           Restricted
Stock.  Each Restricted Stock Participant shall, no later than
the date as of which the value of the Restricted Stock Award first becomes
includible in the gross income of the Restricted Stock Participant for income
tax purposes, pay to the Company in cash, or make arrangements satisfactory to
the Company regarding payment to the Company of, any taxes of any kind required
by law to be withheld with respect to the Stock or other property subject to
such Restricted Stock Award, including, for each Restricted Stock Participant
who is an Employee, the employee portion of the FICA (Social Security and
Medicare) taxes applicable to the shares of Stock or other
property.  No Stock shall be delivered to a Restricted Stock
Participant with respect to a Restricted Stock Award until such payment or
arrangement has been made.  The Company shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Restricted Stock Participant.  Notwithstanding
the above, the Board may, in its discretion and pursuant to procedures approved
by the Board, permit the Restricted Stock Participant to elect withholding by
the Company of Stock or other property otherwise deliverable to such Restricted
Stock Participant pursuant to his or her Restricted Stock Award, provided,
however, that the amount of any Stock so withheld shall not exceed the amount
necessary to satisfy the Company’s required tax withholding obligations using
the minimum statutory withholding rates for federal, state and/or local tax
purposes, including payroll taxes, that are applicable to supplemental taxable
income in full or partial satisfaction of such tax obligations, based on the
Fair Market Value of the Stock on the payment date.
  (c)           Section 83(b)
Election.  If a Restricted Stock Participant makes an election
under Code Section 83(b), or any successor section thereto, to be taxed with
respect to a Restricted Stock Award as of the date of transfer of the Restricted
Stock rather than as of the date or dates on which the Restricted Stock
Participant would otherwise be taxable under Code Section 83(a), such Restricted
Stock Participant shall deliver a copy of such election to the Company
immediately after filing such election with the Internal Revenue
Service.  Neither the Company nor any of its affiliates shall have any
liability or responsibility relating to or arising out of the filing or not
filing of any such election or any defects in its construction.
  (d)           Restricted Stock
Units.  Each Restricted Stock Unit Participant shall comply
with the following tax withholding requirements:
  18
  (i)          
 Income
Taxes.  The Restricted Stock Unit Participant shall no later
than the date as of which the shares of Stock which vest under his or her vested
Restricted Stock Unit Award first becomes includible in his or her gross income
for income tax purposes, pay to the Company in cash, or make arrangements
satisfactory to the Company regarding payment to the Company of, any income
taxes required by law to be withheld with respect to the Stock or other property
issuable pursuant to such vested Restricted Stock Unit Award.
  (ii)           Employment Taxes. Any Restricted Stock
Unit Participant who is an Employee shall be liable for the payment of the
employee portion of the FICA (Social Security and Medicare) taxes applicable to
the shares of Stock subject to his or her Restricted Stock Unit Award at the
time those shares vest.  The FICA taxes shall be based upon the Fair
Market Value of the shares of Stock on the date those shares vest under the
Restricted Stock Unit Award.
  No Stock
shall be delivered to a Restricted Stock Unit Participant with respect to a
Restricted Stock Unit Award until such income and employment withholding taxes
have been collected.  The Company shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Restricted Stock Unit
Participant.  Notwithstanding the above, the Board may, in its
discretion and pursuant to procedures approved by the Board, permit the
Restricted Stock Unit Participant to satisfy the federal and state income
withholding taxes applicable to the issued shares of Stock, together with any
FICA withholding taxes due at the time of such Stock issuance, by having the
Company withhold shares of Stock (based on the Fair Market Value of the Stock on
the issuance date) or other property otherwise deliverable to such Restricted
Stock Unit Participant in settlement of his or her vested Restricted Stock Unit
Award, provided, however, that the amount of any Stock so withheld shall not
exceed the amount necessary to satisfy the Company’s required income tax
withholding obligations using the minimum statutory withholding rates for
federal, state and/or local tax purposes, that are applicable to supplemental
taxable income
  11.
              AMENDMENT,
      TERMINATION OR SUSPENSION OF THE
PLAN.
  (a)           Amendment, Termination or
Suspension of Plan.  The Board may, at any time and with or
without prior notice, amend, alter, suspend, or terminate the Plan,
retroactively or otherwise, for any reason; provided, however, that unless
otherwise required by law or specifically provided herein, no such amendment,
alteration, suspension, or termination shall be made that would materially
impair the previously accrued rights of any Optionee or any Restricted Stock or
Restricted Stock Unit Participant with respect to his or her Option or his or
her Restricted Stock or Restricted Stock Unit Award without his or her written
consent.
  (b)           Amendment of Options and
Restricted Stock and Restricted Stock Unit Awards.  The Board
may amend the terms of any Option or any Restricted Stock or Restricted Stock
Unit Award previously granted, including any Option Agreement or any Restricted
Stock or Restricted  Stock Unit Agreement, retroactively or
prospectively, but no such amendment shall materially impair the previously
accrued rights of any Optionee or any Restricted Stock or Restricted Stock Unit
Participant with respect to any such Option or any Restricted Stock or
Restricted Stock Unit Award without his or her written consent.
   19
  (c)           Automatic Termination of
Plan.  Unless sooner terminated, the Plan shall terminate on
the date that the aggregate the total number of shares of Stock subject to the
Plan have been issued pursuant to the Plan’s provisions, and no shares covered
by a Restricted Stock Award are any longer subject to any Restriction
Period.
  12.
              RIGHTS
      OF EMPLOYEES, DIRECTORS, CONSULTANTS AND OTHER
  PERSONS.
  Neither
this Plan nor any Options or Restricted Stock or Restricted Stock Unit Awards
shall confer on any Optionee, Restricted Stock or Restricted Stock Unit
Participant or other person:
  (a)           Any
rights or claims under the Plan except in accordance with the provisions of the
Plan and the applicable agreement;
  (b)           Any
right with respect to continuation of employment by the Company or any
Subsidiary or engagement as a Consultant or Director, nor shall they interfere
in any way with the right of the Company or any Subsidiary that employs or
engages an Optionee or a Restricted Stock or Restricted Stock Unit Participant
to terminate that person’s employment or engagement at any time with or without
cause.
  (c)           Any
right to be selected to participate in the Plan or to be granted an Option or a
Restricted Stock or Restricted Stock Unit Award; or
  (d)           Any
right to receive any bonus, whether payable in cash or in Stock, or in any
combination thereof, from the Company or its subsidiaries, nor be construed as
limiting in any way the right of the Company or its subsidiaries to determine,
in its sole discretion, whether or not it shall pay any employee or consultant
bonus, and, if so paid, the amount thereof and the manner of such
payment.
  13.
              COMPLIANCE
      WITH SECTION 16 OF THE EXCHANGE
ACT.
  So long
as a class of the Company’s equity securities is registered under Section 12 of
the Exchange Act, the Company intends that the Plan shall comply in all respects
with Rule 16b-3.  If during such time any provision of this Plan is
found not to be in compliance with Rule 16b-3, that provision shall be deemed to
have been amended or deleted as and to the extent necessary to comply with Rule
16b-3, and the remaining provisions of the Plan shall continue in full force and
effect without change.  All transactions under the Plan during such
time shall be executed in accordance with the requirements of Section 16 of the
Exchange Act and the applicable regulations promulgated thereunder.
  14.
              LIMITATION
      OF LIABILITY AND INDEMNIFICATION.
  (a)           Contractual Liability
Limitation. Any liability of the Company or its subsidiaries to any
Optionee or any Restricted Stock or Restricted Stock Unit Participant with
respect to any Option or any Restricted Stock or Restricted Stock Unit Award
shall be based solely on contractual obligations created by the Plan and the
Option Agreements and the Restricted Stock or Restricted Stock Unit Agreements
outstanding thereunder.
  20
  (b)           Indemnification.  In
addition to such other rights of indemnification as they may have as Directors
or officers, Directors and officers to whom authority to act for the Board or
the Company is delegated shall be indemnified by the Company against all
reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan, or any right granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such person
is liable for gross negligence, bad faith or intentional misconduct in duties;
provided, however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Company, in writing,
the opportunity at its own expense to handle and defend the same.
  15.
              MISCELLANEOUS
  (a)           Effective
Date.  The effective date of the Plan shall be the date the
Plan is approved by the stockholders of the Company or such later date as shall
be determined by the Board.
  (b)           Acceptance of Terms and
Conditions of Plan.  By accepting any benefit under the Plan,
each Optionee and each Restricted Stock or Restricted Stock Unit Participant and
each person claiming under or through such Optionee or such Restricted Stock or
Restricted Stock Unit Participant shall be conclusively deemed to have indicated
their acceptance and ratification of, and consent to, all of the terms and
conditions of the Plan and any action taken under the Plan by the Company, the
Board or the Committee, in any case in accordance with the terms and conditions
of the Plan.
  (c)           No Effect on Other
Arrangements.  Neither the adoption of the Plan nor anything
contained herein shall affect any other compensation or incentive plans or
arrangements of the Company or its subsidiaries, or prevent or limit the right
of the Company or any subsidiary to establish any other forms of incentives or
compensation for their Employees, Directors or Consultants or grant or assume
restricted stock or other rights otherwise than under the Plan.
  (d)           Choice of
Law.  The Plan shall be governed by and construed in accordance
with the laws of the State of California, without regard to such state’s
conflict of law provisions, and, in any event, except as superseded by
applicable Federal law.
  21
  Annex A
  NONQUALIFIED STOCK OPTION
AGREEMENT
  
 Dear
____________:
  Waste
Connections, Inc. (the “Company”), pursuant to its 2004 Equity Incentive Plan
(the “Plan”), has granted to you an option to purchase shares of the common
stock of the Company (“Stock”).  This option is not intended to
qualify and will not be treated as an “incentive stock option” within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).
  The grant
under this Nonqualified Stock Option Agreement (the “Agreement”) is in
connection with and in furtherance of the Company’s compensatory benefit plan
for participation of the Company’s Employees, Directors and
Consultants.  Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Plan.
  The
option granted hereunder is subject to and governed by the following terms and
conditions:
  1.           Award Date:
___________________________.
  2.           Number of Shares Subject to
Option:      _________________________________.
  3.           Vesting
Schedule.  Subject to the limitations herein and in the Plan,
this option shall become exercisable (vest) as follows:
  Number
      of Shares
                (Installment)
              
              Date
      of Earliest Exercise
                (Vesting)
      The
installments provided for are cumulative.  Each such installment that
becomes exercisable shall remain exercisable until expiration or earlier
termination of the option.
  4.           Exercise
Price.
  (a)           The
exercise price of this option is $______________ per share.
  (b)           Payment
of the exercise price per share is due in full in cash (including check) on
exercise of all or any part of each installment that has become exercisable by
you; provided that, if at the time of exercise the Stock is publicly traded and
quoted regularly in the Wall
Street Journal, payment of the exercise price, to the extent permitted by
the Company and applicable statutes and regulations, may be made by having the
Company withhold shares of Stock issuable on such exercise, by delivering shares
of Stock already owned by you, by cashless exercise described in
Section 5(d) of the Plan and complying with its provisions, or by
delivering a combination of such forms of payment.  Such Stock
(i) shall be valued at its Fair Market Value at the close of business on
the date of exercise, (ii) if originally acquired from the Company, must have
been held for the period required to avoid a charge to the Company’s reported
earnings, and (iii) must be owned free and clear of any liens, claims,
encumbrances or security interests.
  Annex A:
Page 1
  5.           Partial
or Early Exercise.
  (a)           Subject
to the provisions of this Agreement, you may elect at any time during your
Continuous Status as an Employee, Director or Consultant to exercise this option
as to any part or all of the shares subject to this option at any time during
the term hereof, including, without limitation, a time prior to the date of
earliest exercise (vesting) stated in paragraph 3 hereof; provided
that:
  (i)           a
partial exercise of this option shall be deemed to cover first vested shares and
then unvested shares next vesting;
  (ii)           any
shares so purchased that shall not have vested as of the date of exercise shall
be subject to the purchase option in favor of the Company as described in the
Early Exercise Stock Purchase Agreement available from the Company;
and
  (iii)           you
shall enter into an Early Exercise Stock Purchase Agreement in the form
available from the Company with a vesting schedule that will result in the same
vesting as if no early exercise had occurred.
  (b)           The
election provided in this paragraph 5 to purchase shares on the exercise of this
option prior to the vesting dates shall cease on termination of your Continuous
Status as an Employee, Director or Consultant and may not be exercised from or
after the date thereof.
  6.           Fractional
Shares.  This option may not be exercised for any number of
shares that would require the issuance of anything other than whole
shares.
  7.           Securities Law
Compliance.  Notwithstanding anything to the contrary herein,
this option may not be exercised if the issuance of shares of Stock upon
exercise would constitute a violation of any applicable federal, state or
foreign securities laws or other law or regulations or the requirements of any
stock exchange or market system upon which the Stock may then be
listed.  In addition, this option may not be exercised unless
(a) a registration statement under the Securities Act shall at the time of
exercise of the option be in effect with respect to the shares issuable upon
exercise of the option or (b) in the opinion of legal counsel to the
Company, the shares issuable upon exercise of the option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act.  The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company’s legal counsel to be necessary to the lawful issuance and
sale of any shares hereunder shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained.  As a condition to the
exercise of any option, the Company may require the Optionee to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.
   Annex A:
Page 2
  8.           Term.  The term of
this option commences on the date hereof and, unless sooner terminated as set
forth below or in the Plan, terminates on ________________ (which date shall be
no more than five years from the award date in Section 1 of this
Agreement).  In no event may this option be exercised on or after the
date on which it terminates.  This option shall terminate prior to the
expiration of its term on the date of termination of your Continuous Status as
an Employee, Director or Consultant for any reason or for no reason,
unless:
  (a)           such
termination is due to your retirement or Disability and you do not die within
the three months after such termination, in which event the option shall
terminate on the earlier of the termination date set forth above or six months
after such termination of your Continuous Status as an Employee, Director or
Consultant; or
  (b)           such
termination is due to your death, or such termination is due to your retirement
or Disability and you die within three months after such termination, in which
event the option shall terminate on the earlier of the termination date set
forth above or the first anniversary of your death.
  Notwithstanding
any of the foregoing provisions to the contrary however, this option may be
exercised following termination of your Continuous Status as an Employee,
Director or Consultant only as to that number of shares as to which it shall
have been exercisable under Section 2 of this Agreement on the date of such
termination.
  9.           Conditions
on Exercise.
  (a)           This
option may be exercised, to the extent specified above, by delivering a notice
of exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to Section 7 of
the Plan.
  (b)           By
exercising this option you agree that the Company (or a representative of the
underwriters) may, in connection with an underwritten registration of the
offering of any securities of the Company under the Exchange Act, require that
you not sell or otherwise transfer or dispose of any shares of Stock or other
securities of the Company during such period (not to exceed 180
days) following the effective date (the “Effective Date”) of the
registration statement of the Company filed under the Exchange Act as may be
requested by the Company or the representative of the
underwriters.  For purposes of this restriction, you will be deemed to
own securities which (A) are owned directly or indirectly by you, including
securities held for your benefit by nominees, custodians, brokers or pledgees,
(B) may be acquired by you within sixty days of the Effective Date,
(C) are owned directly or indirectly, by or for your brothers or sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants, or
(D) are owned, directly or indirectly, by or for a corporation,
partnership, estate or trust of which you are a shareholder, partner or
beneficiary, but only to the extent of your proportionate interest therein as a
shareholder, partner or beneficiary thereof.  You further agree that
the Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such period.
  10.           Adjustments
on Certain Events.
  (a)           In
the event that the Company is subject to a Change in Control:
   Annex A:
Page 3
  (i)           immediately
prior thereto this option shall be automatically accelerated and become
immediately exercisable as to all of the shares of Stock covered hereby,
notwithstanding anything to the contrary in the Plan or this Agreement;
and
  (ii)           the
Board may, in its discretion, and on such terms and conditions as it deems
appropriate, by resolution adopted by the Board or by the terms of any agreement
of sale, merger or consolidation giving rise to the Change in Control, provide
that, without Optionee’s consent, the shares subject to this option may
(A) continue as an immediately exercisable option of the Company (if the
Company is the surviving corporation), (B) be assumed as immediately
exercisable options by the surviving corporation or its parent, (C)  be
substituted by immediately exercisable options granted by the surviving
corporation or its parent with substantially the same terms for this option, or
(D) be cancelled after payment to Optionee of an amount in cash or other
consideration delivered to stockholders of the Company in the transaction
resulting in a Change in Control of the Company equal to the total number of
shares subject to this option multiplied by the remainder of (1) the amount
per share to be received by holders of the Company’s Stock in the sale, merger
or consolidation, minus (2) the exercise price per share of the shares
subject to this option.
  (b)           The
exercise price shall be subject to adjustment from time to time in the event
that the Company shall (i) pay a dividend in, or make a distribution of, shares
of Stock (or securities convertible into, exchangeable for or otherwise
entitling a holder thereof to receive Stock), or evidences of indebtedness or
other property or assets, on outstanding Stock, (ii) subdivide the outstanding
shares of Stock into a greater number of shares, (iii) combine the outstanding
shares of Stock into a smaller number of shares or (iv) issue any shares of its
capital stock in a reclassification of the Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the resulting corporation).  An adjustment made pursuant to
this Section 10(b) shall, in the case of a dividend or distribution, be made as
of the record date therefor and, in the case of a subdivision, combination or
reclassification, be made as of the effective date thereof.  In any
such case, the total number of shares and the number of shares or other units of
such other securities purchasable on exercise of the option immediately prior
thereto shall be adjusted so that the Optionee shall be entitled to receive at
the same aggregate purchase price the number of shares of Stock and the number
of shares or other units of such other securities that the Optionee would have
owned or would have been entitled to receive immediately following the
occurrence of any of the events described above had the option been exercised in
full immediately prior to the occurrence (or applicable record date) of such
event.  If, as a result of any adjustment pursuant to this Section
10(b), the Optionee shall become entitled to receive shares of two or more
classes or series of securities of the Company, the Board shall equitably
determine the allocation of the adjusted exercise price between or among shares
or other units of such classes or series and shall notify the Optionee of such
allocation.
  (c)           If
at any time, as a result of an adjustment made pursuant to this Section 10,
the Optionee shall become entitled to receive any shares of capital stock or
shares or other units of other securities or property or assets other than
Stock, the number of such other shares or units so receivable on any exercise of
the option shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
shares of Stock in this Section 10, and the provisions of this Agreement
with respect to the shares of Stock shall apply, with necessary changes in
points of detail, on like terms to any such other shares or units.
  Annex A:
Page 4
  (d)           All
calculations under this Section 10 shall be, in the case of exercise price,
rounded up to the nearest cent or, in the case of shares subject to this option,
rounded down to the nearest one-hundredth of a share, but in no event shall the
Company be obligated to issue any fractional share on any exercise of the
option.
  11.           Non-Transferability.  This
option is generally not transferable, except by will or by the laws of descent
and distribution, unless the Company expressly permits a transfer, such as to a
trust or other entity for estate planning purposes.  Unless the
Company approves such a transfer, this option is exercisable during your life
only by you.
  12.           Rights of
Optionee.  This Agreement is not an employment contract and
nothing in this Agreement shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company, or of the
Company to continue your employment with the Company.  If this option
is granted to you in connection with your performance of services as a
Consultant, references to employment, Employee and similar terms shall be deemed
to include the performance of services as a Consultant; provided that no rights
as an Employee shall arise by reason of the use of such terms.
  13.           Tax Withholding Obligations.Whenever the Company proposes or is required to issue or transfer shares
of Stock to you with respect to an Option, the Company shall have the right to
require you to remit to the Company an amount sufficient to satisfy any Federal,
state or local withholding tax requirements, including your applicable share of
any employment taxes,  prior to the delivery of any certificate or
certificates for such shares.  Alternatively, the Company may issue or
transfer such shares net of the number of shares sufficient to satisfy the
withholding tax requirements.  For withholding tax purposes, the
shares of Stock shall be valued on the date the withholding obligation is
incurred.
  14.           Notice.Any notice or other
communication to be given under or in connection with this Agreement or the Plan
shall be given in writing and shall be deemed effectively given on receipt or,
in the case of notices from the Company to you, five days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you may hereafter designate by notice to the
Company.
  15.           Agreement Subject to
Plan.  This Agreement is subject to all provisions of the Plan,
a copy of which is attached hereto and made a part of this Agreement, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the
Plan.  In the event of any conflict between the provisions of this
Agreement and those of the Plan, the provisions of the Plan shall
control.
   WASTE
      CONNECTIONS, INC.ByDuly
      authorized on behalfof
      the Board of Directors
 
  ATTACHMENTS:
   Annex A:
Page 5
  Waste
Connections, Inc. 2004 Equity Incentive Plan
 Notice of
Exercise
   Annex A:
Page 6
  The
undersigned:
  (a)           Acknowledges
receipt of the foregoing Nonqualified Stock Option Agreement and the attachments
referenced therein and understands that all rights and liabilities with respect
to the option granted under the Agreement are set forth in such Agreement and
the Plan; and
  (b)           Acknowledges
that as of the date of grant set forth in such Agreement, the Agreement sets
forth the entire understanding between the undersigned optionee and the Company
and its Subsidiaries regarding the acquisition of Stock pursuant to the option
and supersedes all prior oral and written agreements on that subject with the
exception of (i) the options, if any, previously granted and delivered to
the undersigned under stock option plans of the Company, and (ii) the
following agreements only:
 NONE:(Initial)OTHER:
  OPTIONEEAddress:
       Annex A:
Page 7
  NOTICE OF
EXERCISE
  Waste
Connections, Inc.
 35 Iron
Circle, Suite 200
 Folsom,
CA  95630-8589                         Date of Exercise:
__________
  Ladies
and Gentlemen:
  This
constitutes notice under my Nonqualified Stock Option Agreement that I elect to
purchase the number of shares of Common Stock (“Stock”) of Waste
Connections, Inc. (the “Company”) for the price set forth
below.
    Option Agreement
      dated:Number of shares
      asto which option
      isexercised:Certificates
      to beissued in name
      of:Total exercise
      price:
              $Cash payment
      deliveredherewith:
              $Value of __________
      sharesof _________________
      commonstock delivered
      herewith:1
              $
  By this
exercise, I agree (i) to provide such additional documents as you may
require pursuant to the terms of the Waste Connections, Inc. 2004 Equity
Incentive Plan or the Option Agreement, and (ii) to provide for the payment
by me to you (in the manner designated by you) of your withholding
obligation, if any, relating to the exercise of this option.
  
 1           Shares
must meet the public trading requirements set forth in the Option
Agreement.  Shares must be valued in accordance with the terms of the
option being exercised, must have been owned for the minimum period required in
the Option Agreement, and must be owned free and clear of any liens, claims,
encumbrances or security interests.  Certificates must be endorsed or
accompanied by an executed assignment separate from
certificate.
  Annex A:
Page 8
  I hereby
represent, warrant and agree with respect to the shares of Stock of the Company
that I am acquiring by this exercise of the option (the “Shares”) that, if
required by the Company (or a representative of the underwriters) in
connection with an underwritten registration of the offering of any securities
of the Company under the Securities Act, I will not sell or otherwise transfer
or dispose of any shares of Stock or other securities of the Company during such
period (not to exceed 180 days) following the effective date of the
registration statement of the Company filed under the Securities Act (the
“Effective Date”) as may be requested by the Company or the representative
of the underwriters.  For purposes of this restriction, I will be
deemed to own securities that (i) are owned, directly or indirectly by me,
including securities
  Very truly
yours,
  
 
   Annex A:
Page 9
  Annex B
  RESTRICTED STOCK
AGREEMENT
  
 Dear :
  Waste
Connections, Inc. (the “Company”), pursuant to its 2004 Equity Incentive Plan
(the “Plan”) has granted to you an award of Restricted Stock (“Award”) in shares
of common stock of the Company (“Stock”).    The Restricted
Stock will be issued to you subject to restrictions on transfer and otherwise,
which will lapse over the Restricted Period, provided that you maintain
Continuous Status as an Employee, Director or Consultant.
  The grant
under this Restricted Stock Agreement (the “Agreement”) is in connection with
and in furtherance of the Company’s compensatory benefit plan for participation
of the Company’s Employees, Directors and Consultants.  Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Plan.
  The Award
granted hereunder is subject to and governed by the following terms and
conditions:
 1.           Award Date:
___________________________.
  2.           Number of Shares Subject to
Award:      _________________________________.
 3.           Purchase Price.The
purchase price for each share of Stock awarded by this Agreement is
$_______________.
  4.           Vesting
Schedule.  The Award of Restricted Stock shall be deemed
non-forfeitable and such Stock shall no longer be considered Restricted Stock on
the earlier of a Change in Control or the expiration of the Restriction Period
on the following dates with respect to the following percentages of the total
shares of Restricted Stock awarded, and the Company shall, within a reasonable
time and subject to Section 5, deliver stock certificates evidencing such Stock
to you:
  (a)           Schedule of Expiration of Restriction
Period.  The overall restriction period, which begins on the
date of the grant of the Award and ends on the ________ anniversary of the grant
of the Award (the “Restriction Period”), expires in _____ equal
phases:
  Date
              
              Restriction
      Period Expires
                with
      Respect to the
                Following
      Percentage of
                Total
      Shares of Restricted
                Stock
      AwardedOn
      grant
              
              0%As
      of ____________, 20__ (first anniversary of grant)
              
              __%[As
      of ____________, 20__ (second anniversary of grant)]
              
              [__%][As
      of ____________, 20__ (third anniversary of grant)]
              
              [__%][As
      of ____________, 20__ (fourth anniversary of grant)]
              
              [__%]
 
  Annex B: Page
1
  (b)           Forfeiture of Restricted
Stock.  If, during the Restriction Period, your Continuous
Status as an Employee, Director or Consultant terminates for any reason, you
will forfeit any shares of Restricted Stock as to which the Restriction Period
has not yet expired.
  5.           Conditions on
Awards.  Notwithstanding anything to the contrary
herein:
  (a)           Securities Law
Compliance.  Awards may not be granted and shares of stock may
not be issued if either such action would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system on which the Stock
may then be listed.  In addition, no Stock may be issued unless (a) a
registration statement under the Securities Act shall at the time of issuance of
the Stock be in effect with respect to the shares of Stock to be issued or (b)
in the opinion of legal counsel to the Company, the shares of Stock to be issued
on expiration of the applicable Restriction Period may be issued in accordance
with the terms of an applicable exemption from the registration requirements of
the Securities Act.  The inability of the Company to obtain from any
regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares hereunder shall relieve the Company of any liability in respect of the
failure to issue or sell such shares as to which such requisite authority shall
not have been obtained.  As a condition to the issuance of any Stock,
the Company may require you to satisfy any qualifications that may be necessary
or appropriate to evidence compliance with any applicable law or regulation and
to make any representation or warranty with respect thereto as may be requested
by the Company.
  (b)           Investment
Representation.  The Company may require you, or any person to
whom an Award is transferred, as a condition of receiving shares of Stock
pursuant to such Award, to (A) give written assurances satisfactory to the
Company as to your knowledge and experience in financial and business matters or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters, and that you
are capable of evaluating, alone or together with the purchaser representative,
the merits and risks of receiving such Stock, and (B) to give written assurances
satisfactory to the Company stating that you are acquiring the Stock for your
own account and not with any present intention of selling or otherwise
distributing the Stock.  The foregoing requirements, and any
assurances given pursuant to such requirements, shall not apply if (1) the
issuance of the Stock has been registered under a then currently effective
registration statement under the Securities Act, or (2) counsel for the Company
determines as to any particular requirement that such requirement need not be
met in the circumstances under the then applicable securities laws.
  6.           Non-Transferability of
Award.  During the Restriction Period stated herein, you shall
not sell, transfer, pledge, assign, encumber or otherwise dispose of the
Restricted Stock whether by operation of law or otherwise and shall not make
such Restricted Stock subject to execution, attachment or similar
process.  Any attempt by you to do so shall constitute the immediate
and automatic forfeiture of such Award.  Notwithstanding the
foregoing, you may designate the payment or distribution of the Award (or any
portion thereof) after your death to the beneficiary most recently named by you
in a written designation thereof filed with the Company, or, in lieu of any such
surviving beneficiary, as designated by you by will or by the laws of descent
and distribution.  In the event any Award is to be paid or distributed
to the executors, administrators, heirs or distributees of your estate, or to
your beneficiary, in any such case pursuant to the terms and conditions of the
Plan and in accordance with such terms and conditions as may be specified from
time to time by the Committee, the Company shall be under no
obligation to issue Stock thereunder unless and until the Committee is satisfied
that the person or persons to receive such Stock is the duly appointed legal
representative of your estate or the proper legatee or distributee thereof or
your named beneficiary.
  Annex B: Page
2
  7.           Adjustments
on Certain Events.
  (a)           Changes in
Control.  Immediately prior to a Change in Control, all
restrictions imposed by the Committee on any outstanding Award shall be
immediately automatically canceled, the Restriction Period shall immediately
terminate and the Award shall be fully vested, notwithstanding anything to the
contrary in the Plan or the Agreement.
  (b)           Adjustment of
Shares.  The number, class and kind of shares under the Award
shall be appropriately adjusted by the Committee in its discretion to preserve
the benefits or potential benefits intended to be made available under the Plan
or with respect to the Award or otherwise necessary to reflect any such change,
if the Company shall (i) pay a dividend in, or make a distribution of, shares of
Stock (or securities convertible into, exchangeable for or otherwise entitling a
holder thereof to receive Stock), or evidences of indebtedness or other property
or assets, on outstanding Stock, (ii) subdivide the outstanding shares of Stock
into a greater number of shares, (iii) combine the outstanding shares of Stock
into a smaller number of shares or (iv) issue any shares of its capital stock in
a reclassification of the Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the resulting
corporation).  An adjustment made pursuant to this Section 7(b) shall,
in the case of a dividend or distribution, be made as of the record date
therefor and, in the case of a subdivision, combination or reclassification, be
made as of the effective date thereof.  Any new or additional shares
or securities that you receive are subject to the same terms and conditions,
including the Restriction Period, as related to the original Award.
  (c)           Receipt of Assets other than
Stock.  If at any time, as a result of an adjustment made
pursuant to this Section 7, you shall become entitled to receive any shares of
capital stock or shares or other units of other securities or property or assets
other than Stock, the number of such other shares or units so receivable on
expiration of the Restriction Period shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares of Stock in this Section 7, and the
provisions of this Agreement with respect to the shares of Stock shall apply,
with necessary changes in points of detail, on like terms to any such other
shares or units.
  (d)           Fractional
Shares.  All calculations under this Section 7 shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be,
but in no event shall the Company be obligated to issue any fractional
share.
  (e)           Inability to Prevent Acts Described
in Section 7; Uniformity of Actions Not Required.  No
Restricted Stock Participant shall have or be deemed to have any right to
prevent the consummation of the acts described in this Section 7 affecting the
number of shares of Stock subject to any Award held by the Restricted Stock
Participant.  Any actions or determinations by the Committee under
this Section 7 need not be uniform as to all outstanding Awards, and need not
treat all Restricted Stock Participants identically.
  Annex B: Page
3
 8.           Rights of Restricted Stock
Participant.  This Plan and the Awards shall not confer on you
or any other person:
  (a)           Any rights or claims under the Plan except in
accordance with the provisions of the Plan and the applicable
agreement;
  (b)           Any
right with respect to continuation of employment or a consulting  or
directorship arrangement with the Company or any Subsidiary, nor shall they
interfere in any way with the right of the Company or any Subsidiary that
employs you or engages you as a consultant or director to terminate your
employment or consulting or directorship arrangement at any time with or without
cause;
  (c)           Any
right to be selected to participate in the Plan or to be granted an Award;
or
  (d)           Any
right to receive any bonus, whether payable in cash or in Stock, or in any
combination thereof, from the Company or its subsidiaries, nor be construed as
limiting in any way the right of the Company or its subsidiaries to determine,
in its sole discretion, whether or not it shall pay any employee, consultant or
director bonuses, and, if so paid, the amount thereof and the manner of such
payment.
  9.           Tax
Withholding Obligations.
  (a)           Withholding Requirement and
Procedure.  You shall (and in no event shall Stock be delivered
to you with respect to an Award until), no later than the date as of which the
value of the Award first becomes includible in your gross income for income tax
purposes, pay to the Company in cash, or make arrangements satisfactory to the
Company, as determined in the Committee’s discretion, regarding payment to the
Company of, any taxes of any kind required by law to be withheld with respect to
the Stock or other property subject to such Award, including your applicable
share of any employment taxes, and the Company shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to you.  Notwithstanding the above, the Committee may,
in its discretion and pursuant to procedures approved by the Committee, permit
you to elect withholding by the Company of Stock or other property otherwise
deliverable to you pursuant to your Award, provided, however, that the amount of
any Stock so withheld shall not exceed the amount necessary to satisfy the
Company’s required tax withholding obligations using the minimum statutory
withholding rates for Federal, state and/or local tax purposes, including
payroll taxes, that are applicable to supplemental taxable income in full or
partial satisfaction of such tax obligations, based on the Fair Market Value of
the Stock on the payment date.
  (b)           Section 83(b)
Election.  If you make an election under Code Section 83(b), or
any successor section thereto, to be taxed with respect to an Award as of the
date of transfer of the Restricted Stock rather than as of the date or dates on
which you would otherwise be taxable under Code Section 83(a), you shall deliver
a copy of such election to the Company immediately after filing such election
with the Internal Revenue Service.  Neither the Company nor any of its
affiliates shall have any liability or responsibility relating to or arising out
of the filing or not filing of any such election or any defects in its
construction.
  Annex B: Page
4
 10.           Notice.  Any notice
or other communication to be given under or in connection with this Agreement or
the Plan shall be given in writing and shall be deemed effectively given on
receipt or, in the case of notices from the Company to you, five days after
deposit in the United States mail, postage prepaid, addressed to you at the
address specified below or at such other address as you may hereafter designate
by notice to the Company.
  11.           Agreement Subject to
Plan.  This Agreement is subject to all provisions of the Plan,
a copy of which is attached hereto and made a part of this Agreement, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the Plan. In the
event of any conflict between the provisions of this Agreement and those of the
Plan, the provisions of the Plan shall control.
  WASTE
      CONNECTIONS, INC.ByRonald
      J. MittelstaedtChairman
      and Chief Executive Officer
   ATTACHMENT:
  Waste
Connections, Inc. 2004 Equity Incentive Plan
   Annex B: Page
5
  The
undersigned:
  (a)           Acknowledges
receipt of the foregoing Restricted Stock Award Agreement and the attachments
referenced therein and understands that all rights and liabilities with respect
to the Award granted under the Agreement are set forth in such Agreement and the
Plan; and
  (b)           Acknowledges
that as of the date of the Award set forth in such Agreement, the Agreement sets
forth the entire understanding between the undersigned participant and the
Company and it Subsidiaries regarding the acquisition of Stock pursuant to the
Award and supersedes all prior oral and written agreements on that
subject.
  RESTRICTED
      STOCK PARTICIPANTAddress:
  Annex B: Page
6
  Annex C
  RESTRICTED STOCK UNIT
AGREEMENT
  
 Dear
_______________:
  Waste
Connections, Inc. (the “Company”) has awarded you Restricted Stock Units under
the Company’s 2004 Equity Incentive Plan (the “Plan”).  The units will
entitle you to receive shares of the Company’s common stock in a series of
installments over your period of continued service with the
Company.  Each Restricted Stock Unit represents the right to receive
one share of the Company’s common stock (“Common Stock”) on the vesting date of
that unit.  Unlike a typical stock option program, the shares will be
issued to you as a bonus for your continued service over the vesting period,
without any cash payment required from you.  However, you must pay the
applicable income and employment withholding taxes (described below) when
due.
  The award
(the “Award”) under this Restricted Stock Unit Agreement (the “Agreement”) is in
connection with and in furtherance of the Company’s compensatory benefit plan
for participation of the Company’s Employees, Directors and
Consultants.  Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Plan.
  The Award
granted hereunder is subject to and governed by the following terms and
conditions:
  1.           Award
Date: ___________________________.
  2.           Number of Shares
Subject to
Award:                   _________
shares of the Company’s common stock (the “Shares”).
  3.           Vesting
Schedule:The Shares will vest and become issuable in a series
of four (4) successive equal annual installments upon your completion of each
year of Continuous Status as an Employee, Director or Consultant over the four
(4) year period measured from the Award Date.  However, no Shares
which vest in accordance with such schedule will actually be issued until you
satisfy all applicable income and employment withholding taxes.
  4.           Forfeitability:Should
your Continuous Status as an Employee, Director or Consultant  cease
for any reason prior to vesting in one or more Shares subject to your Award,
then your Award will be cancelled with respect to those unvested Shares and the
number of your Restricted Stock Units will be reduced accordingly, and you will
cease to have any right or entitlement to receive any Shares under those
cancelled units.
  5.           Transferability:Prior to your actual receipt of the Shares in which you vest under your
Award, you may not transfer any interest in your Award or the underlying Shares
or pledge or otherwise hedge the sale of those Shares, including (without
limitation) any short sale, put or call option or any other instrument tied to
the value of those Shares.  Any attempt by you to do so will result in
an immediate forfeiture of the Restricted Stock Units awarded to you
hereunder.  However, your right to receive any Shares which have
vested under your Restricted Stock Units but which remain unissued at the time
of your death may be transferred pursuant to the provisions of your will or the
laws of inheritance or to your designated beneficiary following your
death.  In the event the Shares which vest hereunder are to be issued
to the executors, administrators, heirs or distributees of your estate or to
your designated beneficiary, the Company shall be under no obligation to effect
such issuance unless and until the Committee is satisfied that the person to
receive those Shares is the duly appointed legal representative of your estate
or the proper legatee or distributee thereof or your named
beneficiary.
  Annex C:
Page 1
 Any
Shares issued to you pursuant to the terms of this Agreement may not be sold or
transferred in contravention of (i) any market black-out periods the Company may
impose from time to time or (ii) the Company’s insider trading policies to the
extent applicable to you.
  6.           Adjustments.The number, class and kind of securities subject to your Restricted Stock
Units hereunder shall be appropriately adjusted by the Committee in its
discretion to preserve the benefits or potential benefits intended to be made
available under the Plan or with respect to those Restricted Stock Units or as
otherwise necessary to reflect any such change, if the Company shall (i) pay a
dividend in, or make a distribution of, shares of Common Stock (or securities
convertible into, exchangeable for or otherwise entitling a holder thereof to
receive such Common Stock), or evidences of indebtedness or other property or
assets, on the outstanding Common Stock, (ii) subdivide the outstanding shares
of Common Stock into a greater number of shares, (iii) combine the outstanding
shares of Common Stock into a smaller number of shares or (iv) issue any shares
of its capital stock in a reclassification of such Common Stock (including any
such reclassification in connection with a consolidation or merger in which the
Company is the resulting corporation).  An adjustment made pursuant to
this Section 6 shall, in the case of a dividend or distribution, be made as of
the record date therefor and, in the case of a subdivision, combination or
reclassification, be made as of the effective date thereof.
  7.           Federal Income
Taxation:You will recognize ordinary income for federal
income tax purposes on the date the Shares subject to your Award vest, and you
must satisfy the income tax withholding obligation applicable to that
income.  The amount of your taxable income will be equal to the
closing selling price per share of Common Stock on the New York Stock Exchange
on the vesting date times the number of Shares which vest on that
date.
  8.           FICA
Taxes:You will be liable for the payment of the
employee share of the FICA (Social Security and Medicare) taxes applicable to
the Shares subject to your Award at the time those shares vest.  FICA
taxes will be based on the closing selling price of the shares on the New York
Stock Exchange on the date those Shares vest under your Award.
  9.           Withholding
Taxes:You must pay all applicable federal and state income and
employment withholding taxes when due.  Those taxes will be deducted
from your paycheck on the pay day coincident with or next following the date on
which such liability arises, unless you elect to satisfy your withholding tax
liability through either of the following alternatives:
  -           the
delivery of your separate check payable to the Company or,
  -           the
use the proceeds from a same-date sale of the Shares issued to you, provided
such a sale is permissible under the Company’s trading policies governing your
sale of Company shares and you are not at the time an executive officer subject
to the short-swing trading restrictions of the federal securities
laws.
  Annex C:
Page 2
 Notwithstanding
the above, the Committee may, in its discretion and pursuant to procedures
approved by the Committee, permit you to satisfy the federal, state and/or local
income and employment withholding taxes applicable to the Shares which vest
under your Award by having the Company withhold a portion of those vested Shares
with a Fair Market Value (measured as of the vesting date) equal to such
withholding tax liability; provided,
however, that the amount of any Shares so withheld shall not exceed the
amount necessary to satisfy the Company’s required tax withholding obligations
using the minimum statutory withholding rates for federal, state and/or local
tax purposes, including payroll taxes, that are applicable to supplemental
taxable income.
  10.           Stockholder
Rights:You will not have any stockholder rights, including
voting rights and actual dividend rights, with respect to the Shares subject to
your Award until you become the record holder of those Shares following their
actual issuance to you and your satisfaction of the applicable withholding
taxes.
  11.           [OPTIONAL
PROVISION] Dividend Equivalent Rights:Shoulda
regular cash dividend be declared on the Common Stock at a time when unissued
shares of such Common Stock are subject to your Award, then the number of Shares
at that time subject to your Award will automatically be increased by an amount
determined in accordance with the following formula, rounded down to the nearest
whole share:
  X = (A x
B)/C, where
 
 X
              =
              the
      additional number of Shares which will become subject to your Award by
      reason of the cash dividend;
 
 A
              =
              the
      number of unissued Shares subject to this Award as of the record date for
      such dividend;
 
 B
              =
              the
      per Share amount of the cash dividend;
and
 
 C
              =
              the
      closing selling price per share of Common Stock on the Nasdaq National
      Market on the payment date of such
dividend.
 
 The
additional Shares resulting from such calculation will be subject to the same
terms and conditions as the unissued Shares to which they relate under your
Award.
  12.           Change in
Control In the event of a Change in Control, the vesting of the Shares
subject to your Award will accelerate in full immediately upon such Change in
Control and the shares subject to your Award shall be issued, subject to your
satisfaction of all applicable federal, state, local and/or foreign income and
employment withholding taxes.
  13.           Securities Law
Compliance.No Shares will be issued pursuant to your Award if
such issuance would constitute a violation of any applicable federal, state or
foreign securities laws or other law or regulations or the requirements of any
stock exchange or market system on which the Common Stock may then be
listed.  In addition, no Shares will be issued unless (a) a
registration statement under the Securities Act is in effect at that time with
respect to the Shares to be issued or (b) in the opinion of legal counsel to the
Company, those Shares may be issued in accordance with the terms of an
applicable exemption from the registration requirements of the Securities
Act.  The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company’s legal counsel
to be necessary to the lawful issuance of any Shares hereunder shall relieve the
Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority shall not have been obtained.  As a
condition to the issuance of any Shares, the Company may require you to satisfy
any qualifications that may be necessary or appropriate to evidence compliance
with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.
  Annex C:
Page 3
 14.           Notice.  Any
notice or other communication to be given under or in connection with this
Agreement or the Plan shall be given in writing and shall be deemed effectively
given on receipt or, in the case of notices from the Company to you, five days
after deposit in the United States mail, postage prepaid, addressed to you at
the address specified below or at such other address as you may hereafter
designate by notice to the Company.
  15.           Remaining
Terms.The remaining terms and conditions of your Award are
governed by the Plan, and your Award is also subject to all interpretations,
amendments, rules and regulations which may from time to time be adopted under
the Plan.  The official prospectus summarizing the principal features
of the Plan is available for review on the Company’s website at
http://www.wasteconnections.com.  Please review the plan prospectus
carefully so that you fully understand your rights and benefits under your Award
and the limitations, restrictions and vesting provisions applicable to the
Award. In the event of any conflict between the provisions of this Agreement and
those of the Plan, the provisions of the Plan shall be controlling.
  16.           Limitations:Nothing
in this Agreement or the Plan shall confer on you or any other
person:
  (a)           Any
rights or claims under the Plan except in accordance with the provisions of the
Plan and the applicable agreement;
  (b)           Any
right with respect to continuation of employment or a consulting  or
directorship arrangement with the Company or any Subsidiary, nor shall they
interfere in any way with the right of the Company or any Subsidiary that
employs you or engages you as a consultant or director to terminate your
employment or consulting or directorship arrangement at any time, with or
without cause;
  (c)           Any
right to be selected to participate in the Plan or to be granted an Award;
or
  (d)           Any
right to receive any bonus, whether payable in cash or in Common Stock, or in
any combination thereof, from the Company or its Subsidiaries, nor be construed
as limiting in any way the right of the Company or its Subsidiaries to
determine, in its sole discretion, whether or not it shall pay any employee,
consultant or director bonuses, and, if so paid, the amount thereof and the
manner of such payment.
  Annex C:
Page 4
 Please
execute the Acknowledgment section below to indicate your acceptance of the
terms and conditions of your Award.
  WASTE
      CONNECTIONS, INC.BY:TITLE:
     ACKNOWLEDGMENT
  I hereby
acknowledge and accept the foregoing terms and conditions of the restricted
stock unit award evidenced hereby.  I further acknowledge and agree
that the foregoing sets forth the entire understanding between the Company and
me regarding my entitlement to receive the shares of the Company’s common stock
subject to such award and supersedes all prior oral and written agreements on
that subject.
  SIGNATURE:PRINTED
      NAME:
  DATED:
                    
                    , 200