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Exhibit 10.122
 AMENDED AND RESTATED
ALLIED WASTE INDUSTRIES, INC.
2006 INCENTIVE STOCK PLAN
 
 Purpose Section 2
 Definitions
    Section 13
 nolo contendere




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provided, however, Section
2(f)(ii)(A) Section
2(f)(ii)(C)
   2




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Section 2(f)
       3




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4




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Section 10(c)
  Section 7
   Section 10
 5




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Section 10
    Section 10(c).
  Section 8
 Section 8
 Section 9
 Section 23(c)
  6




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Section 12
    Plan Administration
 In General
 Committees Authority and Discretion with Respect to the Plan Section 3(c) Section 19.
 7




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Section 3(c) Section 5 Section 5
 No Repricing Without Stockholder Approval
 Delegation to Officers provided however, Section 19
 Other Plans
 8




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Limitation of Liability Section 3(b) 3(d)
 Eligibility provided, however,
 Shares Subject to the Plan
 Number and Source Section 20
 Determination of Shares Remaining Available Under the Share Limit
  9




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provided
   Terms of Awards
 Types of Awards Sections 7 14
 Limit on Number of Awards
   Section 10
  10




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Vesting provided
 Individual Award Agreements
 Payment; Deferral Section 15
 11




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Buyout of Awards Section 3(c)
 Options
 Limitations on Grants of Incentive Stock Options
 Exercise Price of Options provided, however,
 Term of Options provided, however, Section 18(b) provided, further,
 Restricted Stock and Restricted Stock Units Section 16
 12




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Section 10
 Stock Appreciation Rights Section 18(b)
 Vesting Date and Conditions to Vesting Section 18
 Benefit Upon Exercise of Stock Appreciation Rights
  Section 9(b)(i)
 13




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Performance Awards
 Performance Period and Amount of Performance Award provided, however, Section
6(b)
 Non-Qualified Performance Awards and Qualified Performance Awards Section 10(c)
 Performance Goals provided
 14




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Payment Sections 5 6(b)
 Dividends and Dividend Equivalents.
 15




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Stock Bonuses Section 6(c)
 Cash Awards Section 10
 Other Stock-Based Awards.
 Award Exercise
 Precondition to Stock Issuance Section
15(c)
 No Vesting or Exercise of Fractional Amounts
 16




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Form of Payment
 Form and Time of Exercises
 Transferability Section 16
 Restrictions on Transfer Section 16(b)
 Permitted Transfers
 Transfers Upon Death Section 16(b) Section 16(b)
 17




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Withholding Taxes; Other Deductions
 Termination of Services
 Definition of Service. provided
 18




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Termination of Awards Upon Termination of Service
 Termination of Service Other than for Cause, Disability, Death, or Retirement provided, however
 Termination
of Service for Cause Section 18(b)(v)
 Termination of Service Upon Disability or Death
 Termination of Service Upon Retirement  Section 18(b)(iv)
 19




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Section 18(b)(i)
 Termination of Performance Awards Upon Termination of Service
 Limitations with Respect to Incentive Stock Options
 Definitions Section 18
 Plan Amendment and Termination; Bifurcation of the Plan provided provided
further
 Adjustment of Awards upon the Occurrence of Certain Events
 Adjustment of Shares Available
 20




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Change in Control Section
20(b)
 Adjustments to Outstanding Restricted Stock, RSUs, and SARs
 Adjustment Upon Certain Mergers, etc
 Adjustment Upon Certain Other Transactions
 21




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No Other Rights
 Approval by Stockholders; Effective Date and Term of Plan provided
 22




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General Restrictions
 Compliance With Applicable Law.
 Exchange Act Section 16
 Code Section 162(m)
 Code Section 409A
 No Rights as a Stockholder
 23




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No Special Employment Rights; No Right to Awards
 Expenses and Receipts.
 Failure to Comply
 Plan Not Exclusive
 Governing Law
 Limitation of Implied Rights
 Unfunded Plan.
 24




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Successors.
 Substitution of Awards. Sections 3 19 20 23(c) Section 33
 Dated:
 ALLIED WASTE INDUSTRIES, INC.,a Delaware corporationByTitle:
 25