exv10w02



 





Exhibit 10.02




ALLIED WASTE INDUSTRIES, INC.

RESTRICTED STOCK UNITS AGREEMENT

(UNDER THE AMENDED AND RESTATED

1991 INCENTIVE STOCK PLAN)




     THIS
RESTRICTED STOCK UNITS AGREEMENT (“Agreement”) is dated
   , 200   (“Date of Grant”), between ALLIED WASTE INDUSTRIES, INC., a Delaware
corporation (“Company”), and    (“Grantee”):



R E C I T A L S:



     The Company has adopted the Allied Waste Industries, Inc. 1991 Incentive
Stock Plan, as most recently amended and restated effective February 5, 2004,
and as subsequently amended (“Plan”), all of the terms and provisions of which
are incorporated herein by reference and made a part of this Agreement. All
capitalized terms used but not defined in this Agreement have the meanings
given to them in the Plan.



     The Management Development/Compensation Committee of the Board of
Directors (“Committee”) has determined that it would be in the best interests
of the Company and its stockholders to grant the units of Restricted Stock
(“Restricted Stock Units” or “RSUs”) provided for herein to Grantee pursuant to
the Plan and this Agreement, as an inducement for Grantee to serve as an
employee of the Company and to provide Grantee with a proprietary interest in
the future of the Company.



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:


1. Grant of Restricted Stock Units. The Company hereby grants to Grantee
   units of Restricted Stock (“Award RSUs”). Each Award RSU
shall represent Grantee’s right to receive one share of the Company’s common
stock, par value $.01 per share (the “Common Stock”), subject to the following
terms and conditions and to the provisions of the Plan.



2. Vesting. Except as otherwise provided herein, Grantee shall become vested
in the Award RSUs over a period of five years, according to the following
schedule: 0% prior to    , 200 , 20% on    , 200 , 40% on    , 200 , 60%
on    , 200 , 80% on    , 200   and 100% on    , 20   . Notwithstanding the
foregoing, vesting will be accelerated upon a Change in Control, as specified
in Paragraph 12 below. Vesting also may be accelerated upon the occurrence of
certain events, as specified in Paragraph 4 below.



3. Issue Date. Subject to Grantee’s right to postpone the Issue Date pursuant
to the terms of the Plan and Paragraph 7 below, the Issue Date for each Award
RSU shall be the date on which such RSU vests in accordance with Paragraph 2
above.




 









 







4. Effect of Termination of Employment. Except as otherwise provided in any
written employment agreement between Grantee and Company, if Grantee’s
employment terminates due to any reason other than Disability or death, any
Award RSUs that are not vested as of the commencement of business on the date
of such termination shall immediately be forfeited. Except as otherwise
provided in any written employment agreement between Grantee and Company, if
Grantee’s employment terminates due to Disability or death, any Award RSUs that
are not vested as of the commencement of the date of such termination shall
immediately vest and be nonforfeitable.



5. Rights as Stockholder. Grantee shall not be entitled to any of the rights
of a stockholder with respect to the Award RSUs (including the right to vote
such shares and to receive dividends and other distributions) unless and until
the certificate for shares of Common Stock issuable upon an applicable Issue
Date are issued. Notwithstanding the foregoing, if the Company pays a cash
dividend on its Common Stock while Grantee’s Award RSUs are still outstanding
(i.e., before shares of Common Stock have been issued), Grantee will be
credited with additional units of Restricted Stock (“Additional RSUs”) in an
amount equal to the total number of outstanding whole Award RSUs multiplied by
the dollar amount of the cash dividend paid per share, divided by the Fair
Market Value per share. Moreover, if the Company pays a stock dividend on its
Common Stock while Grantee’s Award RSUs are still outstanding (i.e., before
shares of Common Stock have been issued), Grantee will be credited with
Additional RSUs in an amount equal to the total number of outstanding whole
Award RSUs multiplied by the share dividend paid per share. Any Additional RSUs
that are credited will become part of the Award RSUs (and, as such, may be
taken into account in determining the outstanding whole number of Award RSUs
for any future dividend crediting) and will be subject to the same terms and
conditions that apply to the Award RSUs.



6. Issuance of Shares. Subject to Paragraph 7 below, reasonably promptly after
the Issue Date, the Company will provide Grantee with a certificate for the
shares of Common Stock issuable on that Issue Date, issued in the Grantee’s
name. The certificate will be issued for a whole number of shares only. Any
fractional share resulting from the payment of dividends will be paid in cash
based on the Fair Market Value of such fractional share.



7. Deferral of Award RSUs. Notwithstanding any contrary provisions of this
Agreement, if Grantee is eligible to participate in any non-qualified deferred
compensation plan which is currently in effect or subsequently adopted by the
Company (separately and collectively, “Deferred Compensation Plan”), then
Grantee may, in his discretion, elect to defer the Issue Date for his Award
RSUs in accordance with the terms of the Deferred Compensation Plan. If Grantee
makes such an election, the Award RSUs subject to that election will be
transferred to the Deferred Compensation Plan as of the original Issue Date
(i.e., the date shares would have been issued, but for Grantee’s election to
defer), and payment will then be subject to the terms of the Deferred
Compensation Plan. Notwithstanding any deferral election, if Grantee dies
before the Award RSUs are transferred, payment will be made under the Plan
(rather than the Deferred Compensation Plan), pursuant to the terms of the
Plan.




 









 







8. Term of Employment. This Agreement does not grant to Grantee any right to
continue serving as an employee of the Company.



9. Notices; Deliveries. Any notice of delivery required to be given under the
terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at its principal office at 15880 N. Greenway-Hayden Loop, Suite 100,
Scottsdale, Arizona 85260, and any notice or delivery to be given to Grantee
shall be addressed to him at the address given by him beneath his signature
hereto or such other address as either party hereto may hereafter designate in
writing to the other. Any such notice or delivery shall be deemed to have been
duly given when addressed as aforesaid, registered or certified mail, and
deposited (postage or registration or certification fee prepaid) in a post
office or branch post office regularly maintained by the United States.



10. Disputes. As a condition of the granting of the Award RSUs, Grantee and
his heirs and successors agree that any dispute or disagreement which may arise
hereunder shall be determined by the Committee in its sole discretion and
judgment, and that any such determination and any interpretation by the
Committee of the terms of the Plan and this Agreement shall be final and shall
be binding and conclusive, for all purposes, upon the Company, Grantee, his
heirs and personal representatives, and all permitted transferees.



11. Award RSUs Subject to Plan. The Award RSUs granted pursuant to this
Agreement are subject to the terms and provisions of the Plan. Unless
otherwise explicitly stated herein, in the event of a conflict between any term
or provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail under all
circumstances. Grantee acknowledges that he has received a copy of the Plan on
or prior to the Date of Grant.



12. Acceleration of Vesting Upon Change in Control. Upon the occurrence of a
Change in Control of the Company, the Award RSUs shall become fully and
immediately vested immediately prior to the consummation of the Change in
Control.



13. Tender Offer/Merger; Adjustment of Shares. Notwithstanding anything
contained herein to the contrary:





	 	 	(a) The Committee, in its discretion (i) may accelerate vesting of all or
any portion of the Award RSUs so that the shares of Common Stock issuable
upon such vesting can be tendered in response to a tender offer for, or a
request or invitation to tender of, greater than 50% of the outstanding
Common Stock of the Company or (ii) may provide that all or any portion
of the Award RSUs may be surrendered in a merger, consolidation or share
exchange involving the Company (other than a transaction that would
result in a Change in Control), provided that the securities or other
consideration received in exchange thereof shall thereafter be subject to
such restrictions and conditions as may be determined by the Committee,
in its discretion.




 









 






	 	 	(b) In the event of any change in the outstanding Common Stock resulting
from a subdivision or consolidation of shares, whether through
reorganization, recapitalization, share split, reverse share split, share
distribution or combination of shares or the payment of a share dividend,
the Award RSUs shall be adjusted in a manner deemed appropriate by the
Committee to prevent the enlargement or dilution of Grantee’s rights
under this Agreement.




14. Miscellaneous.




     (a) All decisions of the Committee with respect to any questions arising
under the Plan or under this Agreement shall be conclusive.



     (b) Nothing herein contained shall affect Grantee’s right to participate
in and receive benefits from and in accordance with the then current provisions
of any employee pension, welfare, or fringe benefit plan or program of the
Company.



     (c) Grantee agrees that the Company shall have the right to reduce
Grantee’s Award RSUs and/or withhold from the shares to be issued for Grantee’s
Award RSUs an amount sufficient to satisfy the federal, state, and local
withholding tax requirements, if any, attributable to the vesting of and/or
issuance of shares for such Award RSUs.



     (d) Whenever the term “Grantee” is used herein under circumstances
applicable to any other person or persons to whom the Award RSUs, in accordance
with the provisions of this Agreement or the Plan, may be transferred, the word
“Grantee” shall be deemed to include such person or persons.



     (e) If any provision of this Agreement or of the Plan would disqualify the
Agreement or the Plan under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, or would cause the Agreement or the Plan to not otherwise
comply with Rule 16b-3, such provision shall be construed or deemed amended to
conform to Rule 16b-3 to the extent permitted by applicable law and deemed
advisable by the Company’s Board of Directors.



     (f) Notwithstanding anything contained herein to the contrary, the
Company’s obligation to issue or deliver certificates evidencing the Award RSUs
or shares of Common Stock issuable on any Issue Date shall be subject to all
applicable laws, rules, and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required.



     (g) This Agreement shall be binding upon and inure to the benefit of the
Company and the Grantee and their respective heirs, administrators, successors,
or permitted assigns.



     (h) The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Arizona.



 









 





     IN WITNESS WHEREOF, the Company has, as of the date first above written,
caused this Agreement to be executed on its behalf by its Chairman, President
or any Vice President, and Grantee has hereunder set his hand as of the date
first above written, which date is the Date of Grant of the Award RSUs.



	 	 	 	 	 	 	 
	ALLIED WASTE INDUSTRIES, INC.	 	GRANTEE
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 	 	
	 	

	 	 	Name:	 	Name
	

	 	 	 	
	 	Address
	 	 	Title: