**Exhibit 10.20****WASTE SERVICES, INC.****2007 EQUITY AND PERFORMANCE INCENTIVE PLAN****RESTRICTED STOCK UNIT AGREEMENT**          THIS RESTRICTED STOCK UNIT AGREEMENT (the “**Agreement**”) is made, effective as of the7th day of February, 2008 (hereinafter the “**Date of Grant**”), between Waste Services,Inc., a Delaware corporation (the “**Company**”), and **[insert name]**(the “**Participant**”).**R E C I T A L S****:**          WHEREAS, the Company has adopted the Waste Services, Inc. 2007 Equity and PerformanceIncentive Plan (the “**Plan**”), pursuant to which the Company may grant awards of Restricted StockUnits; and          WHEREAS, the Committee (as such term is defined in the Plan) responsible for administratingthe Plan has determined that it is in the best interests of the Company and its stockholders togrant to the Participant an award of Restricted Stock Units, subject to the terms set forth herein.          NOW THEREFORE, for and in consideration of the premises and the covenants of the partiescontained in this Agreement, and for other good and valuable consideration, the receipt of which ishereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agreeas follows:          1. Grant of Restricted Stock Units. The Company hereby grants to the Participant onthe Date of Grant [ **insert number of units**] Restricted Stock Units (the“**Award**”) on the terms and conditions set forth in this Agreement and as otherwise provided in thePlan. The Company shall credit such Restricted Stock Units to a separate account maintained forthe Participant on the Company’s books (the “**Account**”). On any given date, the value of eachRestricted Stock Unit comprising the Award shall equal the Fair Market Value of one share of CommonStock. The Award shall vest and be settled in accordance with Section 3 hereof.          2. Incorporation by Reference, Etc. The provisions of the Plan are herebyincorporated herein by reference. Except as otherwise expressly set forth herein, this Agreementshall be construed in accordance with the provisions of the Plan and any capitalized terms nototherwise defined in this Agreement shall have the definitions set forth in the Plan. TheCommittee shall have final authority to interpret and construe the Plan and this Agreement and tomake any and all determinations under them, and its decision shall be final, binding and conclusiveupon the Participant and the Participant’s legal representative in respect of any questions arisingunder the Plan or this Agreement.
 

 
          3. Terms and Conditions.          (a) Vesting. The Restricted Stock Units granted hereunder shall vest in accordancewith this Section 3, based upon the Company’s level of attainment of certain annual“EBITDA” targets (namely the “EBITDA” as shown in the budget for the Measurement Year as approvedby the Board of Directors, the “**Annual Target EBITDA**”), as of each “Measurement Date” (as definedbelow) with respect to each “Measurement Year” (as defined below). On each Measurement Date, theParticipant shall be eligible to vest in one-third (1/3) of the Restricted Stock Units grantedhereunder (the “**Eligible RSUs**”), subject to the Participant’s continued service with the Company orits Affiliates from the Date of Grant through and including such Measurement Date. The amount ofEligible RSUs in which a Participant vests on any given Measurement Date shall be based on theapplicable “Vesting Percentage” (as defined below), which Vesting Percentage is determined based onthe extent to which the Annual Target EBITDA for a Measurement Year has been attained (the “**EBITDAPercentage**”).For purposes of this Agreement, “**EBITDA**” means “earnings before interest, taxes, depreciation andamortization” as determined by the Committee in its sole and absolute discretion. The Committee mayadjust any or all Annual Target EBITDA to fairly and appropriately reflect the effect of anysignificant mergers, acquisitions, or dispositions approved by the Board of Directors in any casethat was not contemplated in establishing the respective Annual Target EBITDA; provided,however, that in the event the Committee takes any such action, such adjustment shall beonly the amount deemed reasonably necessary by the Committee, in the exercise of its good faithjudgment, to accurately reflect the direct and measurable effect such event has on such AnnualTarget EBITDA. For purposes of this Agreement, a “**Measurement Date**” means each of March 15, 2009;March 15, 2010; and March 15, 2011. For purposes of this Agreement, “**Measurement Year**” means thelast completed fiscal year immediately preceding a Measurement Date. For purposes of thisAgreement, “**Vesting Percentage**” means the percentage of the Eligible RSUs that will vest withrespect to each Measurement Date based on the EBITDA Percentage (as set forth on the chart below).   **Vesting of Eligible RSUs****EBITDA** **Vesting****Percentage** **Percentage**     70%   25%  80%   50%  90%   75%100% 100%
 

 
          (b) Catch-up. If with respect to any Measurement Date the Company does not fullyattain the Annual Target EBITDA, then the Participant shall be eligible to “catch-up” vesting withrespect to any Eligible RSUs that remain unvested for any such prior Measurement Date(s) as setforth below:               (i) Second Year Catch-Up. If the EBITDA Percentage for the aggregate of the 2008 and2009 Measurement Years is greater than the EBITDA Percentage for the 2008 Measurement Year, theParticipant shall be deemed fully vested in the additional Eligible RSU’s that would have vested ifthat EBITDA Percentage had been achieved in the 2008 Measurement Year.               (ii) Final Year Catch-Up. If the EBITDA Percentage for the aggregate of the 2008, 2009and 2010 Measurement Years is greater than the EBITDA Percentage for either or both of the 2008 and2009 Measurement Years, the Participant shall be deemed fully vested in the additional EligibleRSU’s that would have vested if that EBITDA Percentage had been achieved in the 2008 or 2009Measurement Year.          (c) Change in Control. Immediately prior to the occurrence of a Change in Control,the Restricted Stock Units that have not vested shall automatically vest.          (d) Settlement. Subject to the above, on each Measurement Date the Company shallsettle the Eligible RSUs that vest on such Measurement Date and as a result thereof (i) issue anddeliver to the Participant one share of Common Stock for each such vested Restricted Stock Unit(the “**RSU Shares**”) (and, upon such settlement, adjust the Account for any RSU shares delivered withrespect to any vested Restricted Stock Unit) and (ii) enter the Participant’s name as a stockholderof record on the Company’s books with respect to the RSU Shares.          (e) Effect of Termination of Service on the Restricted Stock Units.               (i) Termination For Cause. If the Company or an Affiliate terminates theParticipant’s service with the Company or its Affiliate, as applicable, for Cause, the Participantshall forfeit the Restricted Stock Units that remain unvested as of the effective date of suchtermination.               (ii) Termination Due to Death/Disability/Retirement. Notwithstanding the foregoing,if the Participant’s service with the Company is terminated on account of the Participant’s deathor “Disability” or Retirement, (a “**Qualifying Termination**”), then (A) any Restricted Stock Unitsthat remain unvested on the effective date of such Qualifying Termination that would be EligibleRSUs if the Participant had remained in the service of the Company on the next Measurement Datefollowing the effective date of such Qualifying Termination, shall remain outstanding until suchMeasurement Date and shall become vested on such Measurement Date as provided in Section 3(a) above(and any Restricted Stock Units that do not vest on such Measurement Date shall be automaticallyforfeited on such Measurement Date) and (B) any Eligible RSUs that remain unvested following theapplication of subclause (A) immediately above shall be
 

 
automatically forfeited as of the effective date of such Qualifying Termination. For purposesof this Agreement, “**Disability**” shall mean the Participant’s “total and permanent disability”within the meaning of Section 22(e)(3) of the Code.               (iii) All Other Terminations. Except as is otherwise specifically provided inSection 3(c) above, if the Participant’s service with the Company and its Affiliates isterminated for any reason other than a Qualifying Termination or for Cause, the unvested RestrictedStock Units shall expire on the date of such termination.          (f) Restrictions. The Award granted hereunder may not be sold, pledged or otherwisetransferred (other than by will or the laws of descent and distribution or as otherwise permittedby the Committee) and may not be subject to lien, garnishment, attachment or other legal process.The Participant acknowledges and agrees that, with respect to each Restricted Stock Unit creditedto his Account, the Participant shall not be deemed for any purpose to be the owner of shares ofCommon Stock underlying the Restricted Stock Units subject to the Award (including, withoutlimitation, with respect to any distribution and voting rights), unless and until each suchRestricted Stock Unit is settled in RSU Shares pursuant to Section 3(d) hereof.          (g) Compliance with Securities Laws; Code Section 409A. The Company will not berequired to issue any shares of Common Stock pursuant to this Agreement if, in the opinion ofcounsel for the Company, such issuance would violate the Securities Act of 1933, as amended, or anyother applicable federal or state securities laws or regulations. Prior to the issuance of anyshares pursuant to this Agreement, the Company may require that the Participant (or theParticipant’s Beneficiary or legal representative upon the Participant’s death or Disability) enterinto such written representations, warranties and agreements as the Company may reasonably requestin order to comply with applicable securities laws or with this Agreement. The Company may alsodelay issuance of shares of Common Stock hereunder to the extent set forth in Final TreasuryRegulation Section 1.409A-2(b)(7).          (h) Taxes. Upon the settlement of the Award in accordance with Section 3(d)hereof, the Participant shall recognize taxable income in respect of the Award and the Companyshall report such taxable income to the appropriate taxing authorities in respect of the Award asit determines to be necessary and appropriate. The Company shall have the right to require theParticipant to remit to the Company, or to withhold from amounts payable to the Participant, ascompensation or otherwise (including, without limitation, in settlement of Restricted Stock Unitsgranted hereunder), an amount sufficient to satisfy all federal, state and local withholding taxrequirements, as applicable.          (i) Rights as a Stockholder. Upon and following settlement, the Participant shall bethe record owner of the RSU Shares unless and until such shares are sold or otherwise disposed of,and as record owner shall be entitled to all rights of a common stockholder of the Company(including voting rights).
 

 
          4. Non-Competition / Confidentiality. As a condition to and in consideration of thegrant of the Restricted Stock Units by the Company, the receipt and sufficiency of whichconsideration is hereby acknowledged, the Participant agrees:          (a) Except as required in the ordinary course of his employment by the Company or one of itsaffiliates, the Participant will not (either during the continuance of his employment by theCompany or one of its affiliates, or at any time thereafter) disclose to any third party other thanas authorized by the Company, the private affairs or any confidential information of the Company orits affiliates, including, but not limited to, non-public know-how regarding operating proceduresand processes, financial results or projections, budgets, customer files, customer lists,information regarding acquired or potential targets for acquisition, internal communications andcosting procedures or cost amounts to any person, and all such information, either in electronic,printed or verbal form.          (b) During the continuance of his employment by the Company or one of its affiliates, and fora period of two (2) years following the termination of his employment with the Company or anyaffiliate for any reason whatsoever, including, but not limited to, by reason of the voluntaryresignation of employment by the Participant, the Participant will not:               (i) within the geographic area serviced by any location of the Company or any affiliate forwhich the Participant primarily performed duties during the last twelve (12) months of hisemployment, directly or indirectly, in any manner whatsoever, found, work for, consult for orassist in any way, whether in a paid or unpaid capacity, any person or entity which provides oroffers to provide goods and/or services which are competitive with the goods and/or servicesprovided by the Company or an affiliate from such location. For greater certainty, a person orentity which provides goods and/or services which are competitive with those provided by theCompany is one which provides or offers to provide collection and transportation for disposaland/or recycling and/or processing of solid, non-hazardous waste materials and/or portable toiletsupply;               (ii) solicit, interfere with or endeavor to entice way from the Company or any affiliate, anycustomer, client or any person, firm or corporation in the habit of dealing with the Company or anyaffiliate in the last twelve (12) months of the Participant’s employment.In the event that any of the provisions of this Section 4 conflict with the provisions of anyconfidentiality and/or non-competition covenant given by the Participant in favor of the Company orany affiliate pursuant to an employment agreement entered into by the Participant and the Companyor any affiliate either prior to or at any time after the date of execution of this Agreement, thenthe confidentiality and/or non-competition provisions contained in such employment agreement as ineffect at the applicable time shall apply and govern and the Participant’s acknowledgement, by theexecution of the Agreement, that he is bound by the provisions of the confidentiality and/or non-
 

 
competition provisions of such employment agreement is a condition to and consideration for thegrant of the Restricted Stock Units by the Company.          5. Miscellaneous.               (a) General Assets. All amounts credited to the Participant’s Account under thisAgreement shall continue for all purposes to be part of the general assets of the Company. TheParticipant’s interest in the Account shall make the Participant only a general, unsecured creditorof the Company.               (b) Notices. All notices, demands and other communications provided for or permittedhereunder shall be made in writing and shall be by registered or certified first-class mail, returnreceipt requested, telecopier, courier service or personal delivery or by such other electronicmeans as may be approved by the Company:if to the Company:Waste Services, Inc.