Exhibit 10.1





Exhibit 10.1




Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document




Waste Connections, Inc.

Nonqualified Deferred Compensation Plan




Originally effective July 1, 2004;

Amended and Restated as of January 1, 2008, January 1, 2010 and

September 22, 2011




 


 









 







Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 1 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 Selection, Enrollment, Eligibility
	 	 	8	 
	 
	 	 	 	 
	2.1 Selection by Committee
	 	 	8	 
	 
	 	 	 	 
	2.2 Enrollment and Eligibility Requirements; Commencement of Participation
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 3 Deferral Commitments/Company Contribution Amounts/Company Restoration Matching Amounts/ Vesting/Crediting/Taxes
	 	 	9	 
	 
	 	 	 	 
	3.1 Minimum Deferrals
	 	 	9	 
	 
	 	 	 	 
	3.2 Maximum Deferral
	 	 	10	 
	 
	 	 	 	 
	3.3 Election to Defer; Effect of Election Form
	 	 	10	 
	 
	 	 	 	 
	3.4 Withholding and Crediting of Annual Deferral A
	 	 	11	 
	 
	 	 	 	 
	3.5 Company Contribution Amount
	 	 	12	 
	 
	 	 	 	 
	3.6 Company Restoration Matching Amount
	 	 	12	 
	 
	 	 	 	 
	3.7 Crediting of Amounts after Benefit Distribution
	 	 	12	 
	 
	 	 	 	 
	3.8 Vesting
	 	 	12	 
	 
	 	 	 	 
	3.9 Crediting/Debiting of Account Balances
	 	 	12	 
	 
	 	 	 	 
	3.10 FICA and Other Taxes
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 4 Scheduled Distribution; Unforeseeable Emergencies
	 	 	16	 
	 
	 	 	 	 
	4.1 Scheduled Distribution
	 	 	16	 
	 
	 	 	 	 
	4.2 Postponing Scheduled Distributions
	 	 	16	 
	 
	 	 	 	 
	4.3 Other Benefits Take Precedence Over Scheduled Distributions
	 	 	17	 
	 
	 	 	 	 
	4.4 Unforeseeable Emergencies
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 5 Change in Control Benefit
	 	 	17	 
	 
	 	 	 	 
	5.1 Change in Control Benefit
	 	 	17	 
	 
	 	 	 	 
	5.2 Payment of Change in Control Benefit
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 6 Retirement Benefit
	 	 	18	 
	 
	 	 	 	 
	6.1 Retirement Benefit
	 	 	18	 
	 
	 	 	 	 
	6.2 Payment of Retirement Benefit
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 7 Termination Benefit
	 	 	19	 
	 
	 	 	 	 
	7.1 Termination Benefit
	 	 	19	 
	 
	 	 	 	 
	7.2 Payment of Termination Benefit
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 8 Disability Benefit
	 	 	19	 
	 
	 	 	 	 
	8.1 Disability Benefit
	 	 	19	 
	 
	 	 	 	 
	8.2 Payment of Disability Benefit
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 9 Death Benefit
	 	 	20	 





 


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Nonqualified Deferred Compensation Plan

Master Plan Document






	 	 	 	 	 
	 	 	Page	 
	 
	9.1 Death Benefit
	 	 	20	 
	 
	 	 	 	 
	9.2 Payment of Death Benefit
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 10 Beneficiary Designation
	 	 	20	 
	 
	 	 	 	 
	10.1 Beneficiary
	 	 	20	 
	 
	 	 	 	 
	10.2 Beneficiary Designation; Change; Spousal Consent
	 	 	21	 
	 
	 	 	 	 
	10.3 Acknowledgment
	 	 	21	 
	 
	 	 	 	 
	10.4 No Beneficiary Designation
	 	 	21	 
	 
	 	 	 	 
	10.5 Doubt as to Beneficiary
	 	 	21	 
	 
	 	 	 	 
	10.6 Discharge of Obligations
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 11 Termination of Plan, Amendment or Modification
	 	 	21	 
	 
	 	 	 	 
	11.1 Termination of Plan
	 	 	21	 
	 
	 	 	 	 
	11.2 Amendment
	 	 	22	 
	 
	 	 	 	 
	11.3 Plan Agreement
	 	 	22	 
	 
	 	 	 	 
	11.4 Effect of Payment
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 12 Administration
	 	 	23	 
	 
	 	 	 	 
	12.1 Committee Duties
	 	 	23	 
	 
	 	 	 	 
	12.2 Administration Upon Change In Control
	 	 	23	 
	 
	 	 	 	 
	12.3 Agents
	 	 	23	 
	 
	 	 	 	 
	12.4 Binding Effect of Decisions
	 	 	23	 
	 
	 	 	 	 
	12.5 Indemnity of Committee
	 	 	24	 
	 
	 	 	 	 
	12.6 Employer Information
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 13 Other Benefits and Agreements
	 	 	24	 
	 
	 	 	 	 
	13.1 Coordination with Other Benefits
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 14 Claims Procedures
	 	 	24	 
	 
	 	 	 	 
	14.1 Presentation of Claim
	 	 	24	 
	 
	 	 	 	 
	14.2 Notification of Decision
	 	 	24	 
	 
	 	 	 	 
	14.3 Review of a Denied Claim
	 	 	25	 
	 
	 	 	 	 
	14.4 Decision on Review
	 	 	25	 
	 
	 	 	 	 
	14.5 Legal Action
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 15 Trust
	 	 	26	 
	 
	 	 	 	 
	15.1 Establishment of the Trust
	 	 	26	 
	 
	 	 	 	 
	15.2 Interrelationship of the Plan and the Trust
	 	 	26	 
	 
	 	 	 	 
	15.3 Distributions From the Trust
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 16 Miscellaneous
	 	 	26	 
	 
	 	 	 	 
	16.1 Status of Plan
	 	 	26	 
	 
	 	 	 	 
	16.3 Employer’s
	 	 	27	 
	 
	 	 	 	 
	16.4 Nonassignability
	 	 	27	 
	 
	 	 	 	 
	16.5 Not
	 	 	27	 





 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document






	 	 	 	 	 
	 	 	Page	 
	 
	16.6 Furnishing
	 	 	27	 
	 
	 	 	 	 
	16.7 Terms
	 	 	27	 
	 
	 	 	 	 
	16.8 Captions
	 	 	27	 
	 
	 	 	 	 
	16.9 Governing
	 	 	27	 
	 
	 	 	 	 
	16.10 Notice
	 	 	27	 
	 
	 	 	 	 
	16.11 Successors
	 	 	28	 
	 
	 	 	 	 
	16.12 Spouse’s
	 	 	28	 
	 
	 	 	 	 
	16.13 Validity
	 	 	28	 
	 
	 	 	 	 
	16.14 Incompetent
	 	 	28	 
	 
	 	 	 	 
	16.15 Court
	 	 	28	 
	 
	 	 	 	 
	16.16 Distribution
	 	 	29	 
	 
	 	 	 	 
	16.17 Deduction
	 	 	29	 
	 
	 	 	 	 
	APPENDIX A
	 	 	31	 
	 
	 	 	 	 
	LIMITED TRANSITION RELIEF MADE AVAILABLE IN ACCORDANCE WITH CODE SECTION 409A AND RELATED TREASURY GUIDANCE AND REGULATIONS
	 	 	31	 
	 
	 	 	 	 






 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document




WASTE CONNECTIONS, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN




Purpose




The purpose of this Plan is to provide specified benefits to a select group of management or
highly compensated Employees and Directors who contribute materially to the continued growth,
development and future business success of Waste Connections, Inc., a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.



This Plan, originally effective July 1, 2004, was amended and restated as of January 1, 2008
to reflect certain changes necessitated by Code Section 409A and related Treasury guidance. The
Plan was again amended and restated effective as of January 1, 2010 to provide for a supplemental
death benefit and the deferral of certain equity incentive awards granted pursuant to equity
incentive plans maintained by the Company. The Plan has been subsequently amended and restated
effective as of September 22, 2011 to provide for installment payment method elections for certain
of the benefits payable hereunder. The Plan is intended to comply with all applicable law,
including Code Section 409A and related Treasury guidance and Regulations, and shall be operated
and interpreted in accordance with this intention. Consistent with the foregoing, and in order to
transition the Plan to the requirements of Code Section 409A and related Treasury guidance and
Regulations, the Committee may make available to Participants certain transition relief described
more fully in Appendix A of this Plan.



ARTICLE 1

Definitions




For the purposes of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:




	1.1	 	“Account Balance” shall mean, with respect to a Participant, an entry on the records of the
Employer equal to the sum of (i) the Deferral Account balance, (ii) the Company Contribution
Account balance, and (iii) the Company Restoration Matching Account balance. The Account
Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.







	1.2	 	“Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus,
Commissions, Director Fees, LTIP Amounts and Company Common Stock issuable pursuant to
Restricted Stock Unit Awards that a Participant defers in accordance with Article 3 for any
one Plan Year, without regard to whether such amounts are withheld and credited during such
Plan Year. In the event of a Participant’s Retirement, Disability, death or Separation from
Service prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the
actual amount withheld prior to such event.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document






	1.3	 	“Annual Installment Method” shall be an annual installment payment over the number of years
selected by the Participant in accordance with this Plan, calculated as follows: (i) for the
first annual installment, the Participant’s vested Account Balance shall be calculated as of
the close of business on or around the last day of the six-month period immediately following
the date on
which the Participant either (A) experiences a Separation from Service or (B) Retires, as
applicable (as determined by the Committee in its sole discretion), and (ii) for remaining
annual installments, the Participant’s vested Account Balance shall be calculated on every
anniversary of such calculation date, as applicable. Each annual installment shall be
calculated by multiplying this balance by a fraction, the numerator of which is one and the
denominator of which is the remaining number of annual payments due the Participant. By way
of example, if the Participant elects a ten (10) year Annual Installment Method for the
Retirement Benefit, the first payment shall be 1/10 of the vested Account Balance,
calculated as described in this definition. The following year, the payment shall be 1/9 of
the vested Account Balance, calculated as described in this definition.







	1.4	 	“Base Salary” shall mean the annual cash compensation relating to services performed during
any calendar year, excluding distributions from nonqualified deferred compensation plans,
bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive
payments, non-monetary awards, director fees and other fees, and automobile and other
allowances paid to a Participant for employment services rendered (whether or not such
allowances are included in the Employee’s gross income). Base Salary shall be calculated
before reduction for compensation voluntarily deferred or contributed by the Participant
pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to
include amounts not otherwise included in the Participant’s gross income under Code Sections
125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided,
however, that all such amounts will be included in compensation only to the extent that had
there been no such plan, the amount would have been payable in cash to the Employee.







	1.5	 	“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 10, that are entitled to receive benefits under this Plan upon the
death of a Participant.







	1.6	 	“Beneficiary Designation Form” shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to designate one or
more Beneficiaries.







	1.7	 	“Benefit Distribution Date” shall mean the date that triggers distribution of a Participant’s
vested Account Balance. A Participant’s Benefit Distribution Date shall be determined upon
the occurrence of any one of the following:







	 	(a)	 	If the Participant Retires, his or her Benefit Distribution Date shall be the
last day of the six-month period immediately following the date on which the
Participant Retires; provided, however, in the event the Participant changes his or her
Retirement Benefit election in accordance with Section 6.2 (b), his or her Benefit
Distribution Date shall be postponed in accordance with Section 6.2 (b); or

	 
	 	(b)	 	If the Participant experiences a Separation from Service, his or her Benefit
Distribution Date shall be the last day of the six-month period immediately following
the date on which the Participant experiences a Separation from Service; provided,
however, in the event the Participant changes his or her Termination Benefit election
in accordance with Section 7.2 (b), his or her Benefit Distribution Date shall be
postponed in accordance with Section 7.2 (b); or




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	 	(c)	 	The date on which the Committee is provided with proof that is satisfactory to
the Committee of the Participant’s death, if the Participant dies prior to the complete
distribution of his or her vested Account Balance; or

	 
	 	(d)	 	The date on which the Participant becomes Disabled; or

	 
	 	(e)	 	The date on which the Company experiences a Change in Control, as determined by
the Committee in its sole discretion, if (i) the Participant has elected to receive a
Change in Control Benefit, as set forth in Section 5.2 below, and (ii) if a Change in
Control occurs prior to the Participant’s Separation from Service, Retirement, death or
Disability.







	1.8	 	“Board” shall mean the board of directors of the Company.







	1.9	 	“Bonus” shall mean any compensation, in addition to Base Salary, Commissions and LTIP
Amounts, earned by a Participant for services rendered during a Plan Year, under any
Employer’s annual bonus and cash incentive plans.







	1.10	 	“Change in Control” shall mean the occurrence of a “change in the ownership,” a “change in
the effective control” or a “change in the ownership of a substantial portion of the assets”
of a corporation, as determined in accordance with this Section.

	 
	 	 	In order for an event described below to constitute a Change in Control with respect to a
Participant, except as otherwise provided in part (b)(ii) of this Section, the applicable
event must relate to the corporation for which the Participant is providing services, the
corporation that is liable for payment of the Participant’s Account Balance (or all
corporations liable for payment if more than one), as identified by the Committee in
accordance with Treas. Reg. Section 1.409A-3(i)(5)(ii)(A)(2), or such other corporation
identified by the Committee in accordance with Treas. Reg. Section 1.409A-3(i)(5)(ii)(A)(3).

	 
	 	 	In determining whether an event shall be considered a “change in the ownership,” a “change
in the effective control” or a “change in the ownership of a substantial portion of the
assets” of a corporation, the following provisions shall apply:







	 	(a)	 	A “change in the ownership” of the applicable corporation shall occur on the
date on which any one person, or more than one person acting as a group, acquires
ownership of stock of such corporation that, together with stock held by such person or
group, constitutes more than 50% of the total fair market value or total voting power
of the stock of such corporation, as determined in accordance with Treas. Reg. Section
1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of
the total fair market value or total voting power of the stock of such corporation, or
to have effective control of such corporation within the meaning of part (b) of this
Section, and such person or group acquires additional stock of such corporation, the
acquisition of additional stock by such person or group shall not be considered to
cause a “change in the ownership” of such corporation.

	 
	 	(b)	 	A “change in the effective control” of the applicable corporation shall occur
on either of the following dates:




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	 	(i)	 	The date on which any one person, or more than one person acting
as a group, acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons) ownership of
stock of such
corporation possessing 50% or more of the total voting power of the stock of
such corporation, as determined in accordance with Treas. Reg. Section
1.409A-3(i)(5)(vi). If a person or group is considered to possess 50% or more
of the total voting power of the stock of a corporation, and such person or
group acquires additional stock of such corporation, the acquisition of
additional stock by such person or group shall not be considered to cause a
“change in the effective control” of such corporation; or

	 
	 	(ii)	 	The date on which a majority of the members of the applicable
corporation’s board of directors is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the
members of such corporation’s board of directors before the date of the
appointment or election, as determined in accordance with Treas. Reg. Section
1.409A-3(i)(5)(vi). In determining whether the event described in the preceding
sentence has occurred, the applicable corporation to which the event must relate
shall only include a corporation identified in accordance with Treas. Reg.
Section 1.409A-3(i)(5)(ii) for which no other corporation is a majority
shareholder.







	 	 	A “change in the ownership of a substantial portion of the assets” of the applicable
corporation shall occur on the date on which any one person, or more than one person acting
as a group, acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) assets from the corporation that have a
total gross fair market value equal to or more than 40% of the total gross fair market value
of all of the assets of the corporation immediately before such acquisition or acquisitions,
as determined in accordance with Treas. Reg. Section 1.409A-3(i)(5)(vii). A transfer of
assets shall not be treated as a “change in the ownership of a substantial portion of the
assets” when such transfer is made to an entity that is controlled by the shareholders of
the transferor corporation, as determined in accordance with Treas. Reg. Section
1.409A-3(i)(5)(vii)(B).

	 
	1.11	 	“Change in Control Benefit” shall have the meaning set forth in Article 5.

	 
	1.12	 	“Claimant” shall have the meaning set forth in Section 14.1.

	 
	1.13	 	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

	 
	1.14	 	“Commissions” shall mean the cash commissions earned by a Participant from any Employer for
services rendered during a Plan Year, excluding Bonus, LTIP Amounts or other additional
incentives or awards earned by the Participant.

	 
	1.15	 	“Committee” shall mean the committee described in Article 12.

	 
	1.16	 	“Company” shall mean Waste Connections, Inc., a Delaware corporation, and any successor to
all or substantially all of the Company’s assets or business.

	 
	1.17	 	“Company Contribution Account” shall mean (i) the sum of the Participant’s Company
Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company
Contribution Account in accordance with this Plan, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s
Company Contribution Account.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	1.18	 	“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.5.

	 
	1.19	 	“Company Restoration Matching Account” shall mean (i) the sum of all of a Participant’s
Company Restoration Matching Amounts, plus (ii) amounts credited or debited to the
Participant’s Company Restoration Matching Account in accordance with this Plan, less (iii)
all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to the Participant’s Company Restoration Matching Account.

	 
	1.20	 	“Company Restoration Matching Amount” shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.6.

	 
	1.21	 	“Death Benefit” shall mean the benefit set forth in Section 9.1.

	 
	1.22	 	“Deduction Limitation” shall mean the limitation on a benefit that may otherwise be
distributable pursuant to the provisions of this Plan, as set forth in Section 16.17.

	 
	1.23	 	“Deferral Account” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts,
plus (ii) amounts credited or debited to the Participant’s Deferral Account in accordance with
this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.

	 
	1.24	 	“Director” shall mean any member of the board of directors of any Employer.

	 
	1.25	 	“Director Fees” shall mean the annual fees earned by a Director from any Employer, including
retainer fees and meetings fees, as compensation for serving on the board of directors.

	 
	1.26	 	“Disability” or “Disabled” shall mean that a Participant is (i) unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, receiving income replacement benefits
for a period of not less than 3 months under an accident or health plan covering employees of
the Participant’s Employer.

	 
	1.27	 	“Disability Benefit” shall mean the benefit set forth in Article 8.

	 
	1.28	 	“Election Form” shall mean the form established from time to time by the Committee that a
Participant completes, signs and returns to the Committee to make an election under the Plan,
whether in a paper or electronic format.

	 
	1.29	 	“Employee” shall mean a person who is an employee of any Employer.

	 
	1.30	 	“Employer(s)” shall mean the Company and/or any of its subsidiaries (now in existence or
hereafter formed or acquired) that have been selected by the Board to participate in the Plan
and have adopted the Plan as a sponsor.

	 
	1.31	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.

	 
	1.32	 	“First Plan Year” shall mean the period beginning July 1, 2004 and ending December 31, 2004.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	1.33	 	“LTIP Amounts” shall mean any portion of the compensation attributable to a Plan Year that is
earned by a Participant as an Employee under any Employer’s long-term incentive plan or any
other long-term incentive arrangement designated by the Committee.

	 
	1.34	 	“Participant” shall mean any Employee or Director (i) who is selected to participate in the
Plan, (ii) who submits an executed Plan Agreement, Election Form and Beneficiary Designation
Form, which are accepted by the Committee, and (iii) whose Plan Agreement has not terminated.

	 
	1.35	 	“Plan” shall mean the Waste Connections, Inc. Nonqualified Deferred Compensation Plan, which
shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from
time to time.

	 
	1.36	 	“Plan Agreement” shall mean a written agreement, as may be amended from time to time, which
is entered into by and between an Employer and a Participant. Each Plan Agreement executed by
a Participant and the Participant’s Employer shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than one Plan Agreement, the
Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all
previous Plan Agreements in their entirety and shall govern such entitlement. The terms of
any Plan Agreement may be different for any Participant, and any Plan Agreement may provide
additional benefits not set forth in the Plan or limit the benefits otherwise provided under
the Plan; provided, however, that any such additional benefits or benefit limitations must be
agreed to by both the Employer and the Participant.

	 
	1.37	 	“Plan Year” shall, except for the First Plan Year, mean a period beginning on January 1 of
each calendar year and continuing through December 31 of such calendar year.

	 
	1.38	 	“Restricted Stock Unit Award” shall mean an incentive award relating to the Company’s Common
Stock made to a Participant in the form of an award of restricted stock units pursuant to the
Second Amended and Restated 2004 Equity Incentive Plan (as amended and restated), as may be
amended from time to time, or other applicable stock-based incentive plan maintained by the
Company.

	 
	1.39	 	“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an Employee, Separation
from Service on or after the Employee’s attainment of age fifty-five (55) with five (5) Years
of Service; and shall mean with respect to a Director who is not an Employee, Separation from
Service after the Director’s attainment of age fifty-five (55). If a Participant is both an
Employee and a Director, Retirement shall not occur until he or she Retires as both an
Employee and a Director.

	 
	1.40	 	“Retirement Benefit” shall mean the benefit set forth in Article 6.

	 
	1.41	 	“Scheduled Distribution” shall mean the distribution set forth in Section 4.1.

	 
	1.42	 	“Separation from Service” shall mean a termination of services provided by a Participant to
his or her Employer, whether voluntarily or involuntarily, other than by reason of death or
Disability, as determined by the Committee in accordance with Treas. Reg. Section 1.409A-1(h).
In determining whether a Participant has experienced a Separation from Service, the following
provisions shall apply:




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document











	 	(a)	 	For a Participant who provides services to an Employer as an Employee, except
as otherwise provided in part (c) of this Section, a Separation from Service shall
occur when
such Participant has experienced a termination of employment with such Employer. A
Participant shall be considered to have experienced a termination of employment when
the facts and circumstances indicate that the Participant and his or her Employer
reasonably anticipate that either (i) no further services will be performed for the
Employer after a certain date, or (ii) that the level of bona fide services the
Participant will perform for the Employer after such date (whether as an Employee or
as an independent contractor) will permanently decrease to no more than 20% of the
average level of bona fide services performed by such Participant (whether as an
Employee or an independent contractor) over the immediately preceding 36-month period
(or the full period of services to the Employer if the Participant has been providing
services to the Employer less than 36 months).

	 
	 	 	 	If a Participant is on military leave, sick leave, or other bona fide leave of
absence, the employment relationship between the Participant and the Employer shall
be treated as continuing intact, provided that the period of such leave does not
exceed 6 months, or if longer, so long as the Participant retains a right to
reemployment with the Employer under an applicable statute or by contract. If the
period of a military leave, sick leave, or other bona fide leave of absence exceeds 6
months and the Participant does not retain a right to reemployment under an
applicable statute or by contract, the employment relationship shall be considered to
be terminated for purposes of this Plan as of the first day immediately following the
end of such 6-month period. In applying the provisions of this paragraph, a leave of
absence shall be considered a bona fide leave of absence only if there is a
reasonable expectation that the Participant will return to perform services for the
Employer.

	 
	 	(b)	 	For a Participant who provides services to an Employer as an independent
contractor, except as otherwise provided in part (c) of this Section, a Separation from
Service shall occur upon the expiration of the contract (or in the case of more than
one contract, all contracts) under which services are performed for such Employer,
provided that the expiration of such contract(s) is determined by the Committee to
constitute a good-faith and complete termination of the contractual relationship
between the Participant and such Employer.

	 
	 	(c)	 	For a Participant who provides services to an Employer as both an Employee and
an independent contractor, a Separation from Service generally shall not occur until
the Participant has ceased providing services for such Employer both as an Employee
and as an independent contractor, as determined in accordance with the provisions set
forth in parts (a) and (b) of this Section, respectively. Similarly, if a Participant
either (i) ceases providing services for an Employer as an independent contractor and
begins providing services for such Employer as an Employee, or (ii) ceases providing
services for an Employer as an Employee and begins providing services for such Employer
as an independent contractor, the Participant will not be considered to have
experienced a Separation from Service until the Participant has ceased providing
services for such Employer in both capacities, as determined in accordance with the
applicable provisions set forth in parts (a) and (b) of this Section. Notwithstanding
the foregoing, if a Participant provides services to an Employer as both an Employee
and a member of the Board, the services provided as a director are not taken into
account in determining




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	 	 	 	whether a Participant has a Separation from Service as an Employee for purposes of
this Plan, and the services provided as an Employee are not taken into account in
determining whether a Participant has a Separation from Service as a Director for
purposes of this Plan (i.e., a Participant who experiences a Separation from Service
as an Employee, determined in accordance with the provisions set forth in part (a) of
this Section, shall be deemed to have experienced a Separation from Service,
notwithstanding continued service to the Board).







	1.43	 	“Stock Equivalent Account” refers to the subaccount of a Participant’s Deferral Account that
is deemed invested in the Company’s Common Stock.

	 
	1.44	 	“Supplemental Survivor Benefit” shall mean the benefit set forth in Section 9.3.







	1.45	 	“Terminate the Plan”, “Termination of the Plan” shall mean a determination by an Employer’s
board of directors that (i) all of its Participants shall no longer be eligible to
participate in the Plan, (ii) no new deferral elections for such Participants shall be
permitted, and (iii) such Participants shall no longer be eligible to receive company
contributions under this Plan.

	 
	1.46	 	“Termination Benefit” shall mean the benefit set forth in Article 7.







	1.47	 	“Trust” shall mean one or more trusts established by the Company in accordance with Article
15.







	1.48	 	“Unforeseeable Emergency” shall mean a severe financial hardship of the Participant or his
or her Beneficiary resulting from (i) an illness or accident of the Participant or
Beneficiary, the Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s
dependent (as defined in Code Section 152(a)), (ii) a loss of the Participant’s or
Beneficiary’s property due to casualty, or (iii) such other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the
Participant or the Participant’s Beneficiary, all as determined in the sole discretion of the
Committee.







	1.49	 	“Years of Service” shall mean for an Employee, the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of this definition, a
year of employment shall be a 365 day period (or 366 day period in the case of a leap year)
that, for the first year, commences on the Employee’s date of hiring and that, for any
subsequent year, commences on an anniversary of that date. The Committee shall make a
determination as to whether any partial year of employment shall be counted as a Year of
Service.






ARTICLE 2

Selection, Enrollment, Eligibility





	2.1	 	Selection by Committee. Participation in the Plan shall be limited to a select group of
management and highly compensated Employees and Directors of the Employer, as determined by
the Committee in its sole discretion. From that group, the Committee shall select, in its
sole discretion, Employees and Directors to participate in the Plan.

	 
	2.2	 	Enrollment and Eligibility Requirements; Commencement of Participation.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document











	 	(a)	 	As a condition to participation, each Employee or Director who is eligible to
participate in the Plan effective as of the first day of a Plan Year and elects to
participate in the Plan,
shall complete, execute and return to the Committee a Plan Agreement, an Election
Form and a Beneficiary Designation Form, prior to the first day of such Plan Year, or
such other earlier deadline as may be established by the Committee in its sole
discretion. In addition, the Committee shall establish from time to time such other
enrollment requirements as it determines in its sole discretion are necessary.

	 
	 	(b)	 	As a condition to participation, each Employee or Director who becomes eligible
to participate in the Plan effective after the first day of a Plan Year and elects to
participate in the Plan, or each Employee or Director who is selected to participate
for the First Plan Year of the Plan itself and elects to participate in the Plan, shall
complete, execute and return to the Committee a Plan Agreement, an Election Form and a
Beneficiary Designation Form, all within thirty (30) days after such Employee’s or
Director’s eligibility to participate in the Plan becomes effective. In addition, the
Committee shall establish from time to time such other enrollment requirements as it
determines in its sole discretion are necessary.

	 
	 	(c)	 	Each Employee or Director who is eligible to participate in the Plan shall
commence participation in the Plan on the date that the Committee determines, in its
sole discretion, that the Employee or Director has met all enrollment requirements set
forth in this Plan and required by the Committee, including returning all required
documents to the Committee within the specified time period. Notwithstanding the
foregoing, the Committee shall process such Participant’s deferral election as soon as
administratively practicable after such deferral election is submitted to and accepted
by the Committee.

	 
	 	(d)	 	If an Employee or a Director fails to meet all requirements contained in this
Section within the period required, that Employee or Director shall not be eligible to
participate in the Plan during such Plan Year.






ARTICLE 3

Deferral Commitments/Company Contribution Amounts/Company Restoration Matching

Amounts/ Vesting/Crediting/Taxes





	3.1	 	Minimum Deferrals.







	 	(a)	 	Annual Deferral Amount. For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions, LTIP
Amounts, Restricted Stock Unit Awards and/or Director Fees in the following minimum
percentages or amounts for each deferral elected:






	 	 	 
	Deferral	 	Minimum Amount
	Base Salary, Bonus, Commissions
and/or
LTIP Amounts
	 	2% 
	Restricted Stock Unit Awards
	 	The greater of 50% or 500 Shares
	Director Fees
	 	2% 





 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document






	 	 	 	If an election is made for less than the stated minimum amounts, or if no election is
made, the amount deferred shall be zero.







	3.2	 	Maximum Deferral.







	 	(a)	 	Annual Deferral Amount. For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions, LTIP
Amounts, Restricted Stock Unit Awards and/or Director Fees up to the following maximum
percentages for each deferral elected:






	 	 	 	 	 
	Deferral	 	Maximum Percentage
	Base Salary
	 	 	80	%
	Bonus
	 	 	100	%
	Commissions
	 	 	100	%
	LTIP Amounts
	 	 	100	%
	Restricted Stock Unit Awards
	 	 	100	%
	Director Fees
	 	 	100	%







	 	(b)	 	Short Plan Year. Notwithstanding the foregoing, if a Participant first
becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral
Amount shall be limited to the amount of compensation not yet earned by the Participant
as of the date the Participant submits a Plan Agreement and Election Form to the
Committee for acceptance, except to the extent permissible under Code Section 409A and
related Treasury guidance or Regulations. For compensation that is earned based upon a
specified performance period, the Participant’s deferral election will apply to the
portion of such compensation that is equal to (i) the total amount of compensation for
the performance period, multiplied by (ii) a fraction, the numerator of which is the
number of days remaining in the service period after the Participant’s deferral
election is made, and the denominator of which is the total number of days in the
performance period.







	3.3	 	Election to Defer; Effect of Election Form.







	 	(a)	 	First Plan Year. In connection with a Participant’s commencement of
participation in the Plan, the Participant shall make an irrevocable deferral election
for the Plan Year in which the Participant commences participation in the Plan, along
with such other elections as the Committee deems necessary or desirable under the Plan.
For these elections to be valid, the Election Form must be completed and signed by the
Participant, timely delivered to the Committee (in accordance with Section 2.2 above)
and accepted by the Committee.

	 
	 	(b)	 	General Timing Rule for Deferral Elections in Subsequent Plan Years.
For each succeeding Plan Year, a Participant may elect to defer Base Salary, Bonus,
Commissions, Director Fees, LTIP Amounts and Company Common Stock issuable pursuant to
Restricted Stock Unit Awards, and make such other elections as the Committee deems
necessary or desirable under the Plan, by timely delivering a new Election Form to the
Committee, in accordance with its rules and procedures, before the December
31st preceding the Plan Year in which such compensation is earned, or before
such other
deadline established by the Committee in accordance with the requirements of Code
Section 409A and related Treasury guidance or Regulations.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	 	 	 	Any deferral election(s) made in accordance with this Section 3.3(b) shall be
irrevocable; provided, however, that if the Committee requires Participants to make a
deferral election for “performance-based compensation” by the deadline(s) described
above, it may, in its sole discretion, and in accordance with Code Section 409A and
related Treasury guidance or Regulations, permit a Participant to subsequently change
his or her deferral election for such compensation by submitting an Election Form to
the Committee no later than the deadline established by the Committee pursuant to
Section 3.3(c) below.

	 
	 	(c)	 	Performance-Based Compensation. Notwithstanding the foregoing, the
Committee may, in its sole discretion, determine that an irrevocable deferral election
pertaining to “performance-based compensation” based on services performed over a
period of at least twelve (12) months, may be made by timely delivering an Election
Form to the Committee, in accordance with its rules and procedures, no later than six
(6) months before the end of the performance service period. “Performance-based
compensation” shall be compensation, the payment or amount of which is contingent on
pre-established organizational or individual performance criteria, which satisfies the
requirements of Code Section 409A and related Treasury guidance or Regulations. In
order to be eligible to make a deferral election for performance-based compensation, a
Participant must perform services continuously from a date no later than the date upon
which the performance criteria for such compensation are established through the date
upon which the Participant makes a deferral election for such compensation. In no
event shall an election to defer performance-based compensation be permitted after such
compensation has become both substantially certain to be paid and readily
ascertainable.

	 
	 	(d)	 	Compensation Subject to Risk of Forfeiture. With respect to
compensation (i) to which a Participant has a legally binding right to payment in a
subsequent year, and (ii) that is subject to a forfeiture condition requiring the
Participant’s continued services for a period of at least twelve (12) months from the
date the Participant obtains the legally binding right, the Committee may, in its sole
discretion, determine that an irrevocable deferral election for such compensation may
be made by timely delivering an Election Form to the Committee in accordance with its
rules and procedures, no later than the 30th day after the Participant obtains the
legally binding right to the compensation, provided that the election is made at least
twelve (12) months in advance of the earliest date at which the forfeiture condition
could lapse.







	3.4	 	Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base
Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time for increases and
decreases in Base Salary. The Bonus, Commissions, LTIP Amounts, Restricted Stock Unit Award
and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the
Bonus, Commissions, LTIP Amounts, Director Fees or Company Common Stock issuable pursuant to
Restricted Stock Unit Awards are or otherwise would be paid to the Participant, whether or not
this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to a
Participant’s Deferral Account at the time such amounts would otherwise have been paid to the
Participant.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document







	3.5	 	Company Contribution Amount.







	 	(a)	 	For each Plan Year, an Employer may be required to credit amounts to a
Participant’s Company Contribution Account in accordance with employment or other
agreements entered into between the Participant and the Employer. Such amounts shall
be credited on the date or dates prescribed by such agreements.

	 
	 	(b)	 	For each Plan Year, an Employer, in its sole discretion, may, but is not
required to, credit any amount it desires to any Participant’s Company Contribution
Account under this Plan, which amount shall be for that Participant the Company
Contribution Amount for that Plan Year. The amount so credited to a Participant may be
smaller or larger than the amount credited to any other Participant, and the amount
credited to any Participant for a Plan Year may be zero, even though one or more other
Participants receive a Company Contribution Amount for that Plan Year. The Company
Contribution Amount described in this Section 3.5(b), if any, shall be credited on a
date or dates to be determined by the Committee, in its sole discretion.







	3.6	 	Company Restoration Matching Amount. A Participant’s Company Restoration Matching Amount for
any Plan Year shall be an amount determined by the Committee, in its sole discretion, to make
up for certain limits applicable to the 401(k) Plan or other qualified plan for such Plan
Year, as identified by the Committee, or for such other purposes as determined by the
Committee in its sole discretion. The amount so credited to a Participant under this Plan for
any Plan Year (i) may be smaller or larger than the amount credited to any other Participant,
and (ii) may differ from the amount credited to such Participant in the preceding Plan Year.
The Participant’s Company Restoration Matching Account, if any, shall be credited on a date or
dates to be determined by the Committee, in its sole discretion.







	3.7	 	Crediting of Amounts after Benefit Distribution. Notwithstanding any provision in this Plan
to the contrary, should the complete distribution of a Participant’s vested Account Balance
occur prior to the date on which any portion of (i) the Annual Deferral Amount that a
Participant has elected to defer in accordance with Section 3.3, (ii) the Company Contribution
Amount, or (iii) the Company Restoration Matching Amount, would otherwise be credited to the
Participant’s Account Balance, such amounts shall not be credited to the Participant’s Account
Balance, but shall be paid to the Participant in a manner determined by the Committee, in its
sole discretion.







	3.8	 	Vesting. A Participant shall at all times be 100% vested in his or her Deferral Account,
Company Contribution Account and Company Restoration Matching Account.







	3.9	 	Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and
procedures that are established from time to time by the Committee, in its sole discretion,
amounts shall be credited or debited to a Participant’s Account Balance in accordance with the
following rules:




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document







	 	(a)	 	Measurement Funds. Subject to the restrictions found in this Section
3.9, a Participant may elect one or more of the measurement funds selected by the
Committee, in its sole discretion, which are based on certain mutual funds (the
“Measurement Funds”), for the
purpose of crediting or debiting additional amounts to his or her Account Balance.
As necessary, the Committee may, in its sole discretion, discontinue, substitute or
add a Measurement Fund. Each such action will take effect as of the first day of the
first calendar quarter that begins at least thirty (30) days after the day on which
the Committee gives Participants advance written notice of such change, or if
necessary to comply with applicable tax law, including but not limited to guidance
issued after the effective date of this Plan, such other date designated by the
Committee, in its sole discretion. The portion of the Annual Deferral Amount
deferred with respect to Restricted Stock Unit Awards shall only be deemed invested
in the Company’s Common Stock and recorded in the Stock Equivalent Account.

	 
	 	(b)	 	Election of Measurement Funds. A Participant, in connection with his
or her initial deferral election in accordance with Section 3.3(a) above, shall elect,
on the Election Form, one or more Measurement Fund(s) (as described in Section 3.9(a)
above) to be used to determine the amounts to be credited or debited to his or her
Account Balance. If a Participant does not elect any of the Measurement Funds as
described in the previous sentence, the Participant’s Account Balance shall
automatically be allocated into the lowest-risk Measurement Fund, as determined by the
Committee, in its sole discretion. The Participant may (but is not required to) elect,
by submitting an Election Form to the Committee that is accepted by the Committee, to
add or delete one or more Measurement Fund(s) to be used to determine the amounts to be
credited or debited to his or her Account Balance, or to change the portion of his or
her Account Balance allocated to each previously or newly elected Measurement Fund. If
an election is made in accordance with the previous sentence, it shall apply as of the
first business day deemed reasonably practicable by the Committee, in its sole
discretion, and shall continue thereafter for each subsequent day in which the
Participant participates in the Plan, unless changed in accordance with the previous
sentence. Notwithstanding any of the forgoing, amounts credited or debited to a
Participant’s Account Balance with respect to Restricted Stock Unit Awards shall only
be deemed invested in the Company’s Common Stock and recorded in the Stock Equivalent
Account.

	 
	 	(c)	 	Proportionate Allocation. In making any election described in Section
3.9(b) above, the Participant shall specify on the Election Form, in increments of one
percent (1%), the percentage of his or her Account Balance or Measurement Fund, as
applicable, to be allocated/reallocated. Notwithstanding the forgoing, one hundred
percent (100%) of the amounts credited or debited to a Participant’s Account Balance
with respect to Restricted Stock Unit Awards shall be recorded in the Participant’s
Stock Equivalent Account.

	 
	 	(d)	 	Crediting or Debiting Method. The performance of each Measurement Fund
and the Participant’s Stock Equivalent Account (either positive or negative) will be
determined by the Committee, in its sole discretion, on a daily basis based on the
manner in which such Participant’s Account Balance has been hypothetically allocated
among the Participant’s Stock Equivalent Account and the Measurement Funds elected by
the Participant.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	 	(e)	 	No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to be used for
measurement purposes only, and a Participant’s election of any such Measurement Fund,
the allocation
of his or her Account Balance thereto, the calculation of additional amounts and the
crediting or debiting of such amounts to a Participant’s Account Balance
shall not be considered or construed in any manner as an actual
investment of his or her Account Balance in any such Measurement Fund. In the event
that the Company or the Trustee (as that term is defined in the Trust), in its own
discretion, decides to invest funds in any or all of the investments on which the
Measurement Funds are based or in the Company’s Common Stock, no Participant shall
have any rights in or to such investments themselves. Without limiting the
foregoing, a Participant’s Account Balance, including the Stock Equivalent Account,
shall at all times be a bookkeeping entry only and shall not represent any investment
made on his or her behalf by the Company or the Trust; the Participant shall at all
times remain an unsecured creditor of the Company.

	 
	 	(f)	 	Stock Equivalent Account. Any amounts credited to a Participant’s
Stock Equivalent Account are to be used for measurement purposes only. The amounts
allocated to a Participant’s Stock Equivalent Account, any Account Balance therein, or
any additional amounts credited or debited to a Participant’s Stock Equivalent Account
shall not be considered or construed in any manner as an actual
investment of his or her Account Balance in any the Company’s Common Stock. Fractional
common stock equivalents shall be computed to two decimal places. The number of shares
of common stock equivalent shares to be credited to the Stock Equivalent Account shall
be the number of shares of Common Stock which would otherwise have been payable under
the Restricted Stock Unit Award to the Participant on or after the vesting date but as
to which the Participant has elected to defer delivery pursuant to the terms of the
Plan, less any amounts withheld pursuant to Section 3.10. With respect to any dividend
or dividend equivalents made with respect to common stock equivalent shares deferred
pursuant to Restricted Stock Unit Awards, an amount equal to the number of common stock
equivalent shares multiplied by the dividend paid per share on the Company’s common
stock on each dividend record date shall be credited to the Participant’s Deferral
Account and allocated into the Stock Equivalent Account pursuant to Section 3.9(b).
Except as the Committee may otherwise permit upon request of the Participant, the
number of shares of the Company’s Common Stock to be paid to a Participant upon a
distribution with respect to the Stock Equivalent Account shall be equal to the number
of common stock equivalents accumulated in the Stock Equivalent Account as of date of
such distribution divided by the total number of payments remaining to be made from the
Stock Equivalent Account. Shares of Common Stock paid in respect of a Restricted Stock
Unit Award or the balance in the Stock Equivalent Account shall be issued and delivered
pursuant to the Waste Connections, Inc. Second Amended and Restated 2004 Equity
Incentive Plan (as amended and restated) as an award thereunder (or such successor
incentive stock plan of the Company as is in effect at the time of the award) and such
distributions or payments shall be subject to the terms and conditions of such plan (or
plans) and any award agreements evidencing the applicable Restricted Stock Unit Awards.
All payments from the Stock Equivalent Account shall be made in whole shares of the
Company’s common stock with fractional shares credited to federal income taxes
withheld.





 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document






	3.10	 	FICA and Other Taxes.







	 	(a)	 	Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participant’s Employer(s)
shall withhold from that portion of the Participant’s Base Salary, Bonus, Commissions,
Restricted Stock Unit Award and/or LTIP Amounts that is not being deferred, in a manner
determined by the Employer(s), the Participant’s share of FICA and other employment
taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the
Annual Deferral Amount in order to comply with this Section 3.10. The Committee may in
its sole discretion and in satisfaction of the foregoing withholding requirements elect
to have the Company withhold shares of the Company’s Common Stock otherwise payable to
the Participant. The number of shares of the Company’s Common Stock which may be so
withheld shall be limited to the number of shares which have a fair market value on the
date of withholding equal to the aggregate amount of such withholding tax liabilities
based on the minimum statutory withholding rates for FICA and other applicable
employment taxes purposes.

	 
	 	(b)	 	Company Restoration Matching Account and Company Contribution Account.
When a Participant becomes vested in a portion of his or her Company Restoration
Matching Account and/or Company Contribution Account, the Participant’s Employer(s)
shall withhold from that portion of the Participant’s Base Salary, Bonus, Commissions
and/or LTIP Amounts that is not deferred, in a manner determined by the Employer(s),
the Participant’s share of FICA and other employment taxes on such Company Restoration
Matching Amount and/or Company Contribution Amount. If necessary, the Committee may
reduce the vested portion of the Participant’s Company Restoration Matching Account or
Company Contribution Account, as applicable, in order to comply with this Section 3.10.

	 
	 	(c)	 	Distributions. The Participant’s Employer(s), or the trustee of the
Trust, shall withhold from any payments made to a Participant under this Plan all
federal, state and local income, employment and other taxes required to be withheld by
the Employer(s), or the trustee of the Trust, in connection with such payments, in
amounts and in a manner to be determined in the sole discretion of the Employer(s) and
the trustee of the Trust. The Committee may in its sole discretion and in satisfaction
of the foregoing withholding requirements elect to have the Company withhold shares of
the Company’s Common Stock otherwise payable to the Participant. The number of shares
of the Company’s Common Stock which may be so withheld shall be limited to the number
of shares which have a fair market value on the date of withholding equal to the
aggregate amount of such withholding tax liabilities based on the minimum statutory
withholding rates for Federal, state and local income tax purposes.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document










ARTICLE 4

Scheduled Distribution; Unforeseeable Emergencies 





	4.1	 	Scheduled Distribution.







	 	(a)	 	In connection with each election to defer an Annual Deferral Amount, a
Participant may irrevocably elect to receive a Scheduled Distribution, in the form of a
lump sum payment,
from the Plan with respect to all or a portion of (i) the Annual Deferral Amount,
(ii) the Company Contribution Amount, and (iii) the Company Restoration Matching
Amount. The Scheduled Distribution shall be a lump sum payment in an amount that is
equal to the portion of the Annual Deferral Amount, the vested portion of the Company
Contribution Amount and the vested portion of the Company Restoration Matching Amount
that the Participant elected to have distributed as a Scheduled Distribution, plus
amounts credited or debited in the manner provided in Section 3.9 above on that
amount, calculated as of the close of business on or around the date on which the
Scheduled Distribution becomes payable, as determined by the Committee in its sole
discretion.

	 
	 	(b)	 	Subject to the other terms and conditions of this Plan, each Scheduled
Distribution elected shall be paid out during a sixty (60) day period commencing
immediately after the first day of any Plan Year designated by the Participant. The
Plan Year designated by the Participant must be at least three (3) Plan Years after the
end of the Plan Year to which the Participant’s deferral election described in Section
3.3 relates, unless otherwise provided on an Election Form approved by the Committee in
its sole discretion. By way of example, if a Scheduled Distribution is elected for
Annual Deferral Amounts, Company Contribution Amounts, and Company Restoration Matching
Amounts that are earned and/or contributed in the Plan Year commencing January 1, 2004,
the Scheduled Distribution would become payable during a sixty (60) day period
commencing January 1, 2008. Notwithstanding the language set forth above, the Committee
shall, in its sole discretion, adjust the amount distributable as a Scheduled
Distribution if any portion of the Company Contribution Amount or Company Restoration
Matching Amount is unvested on the Scheduled Distribution Date.







	4.2	 	Postponing Scheduled Distributions. A Participant may elect to postpone any lump sum
distribution described in Section 4.1 above, and have such amount paid out during a sixty (60)
day period commencing immediately after an allowable alternative distribution date designated
by the Participant in accordance with this Section 4.2. In order to make this election, the
Participant must submit a new Scheduled Distribution Election Form to the Committee in
accordance with the following criteria:







	 	(a)	 	Such Scheduled Distribution Election Form must be submitted to and accepted by
the Committee at least twelve (12) months prior to the Participant’s previously
designated Scheduled Distribution Date; and

	 
	 	(b)	 	The new Scheduled Distribution Date selected by the Participant must be the
first day of a Plan Year, and must be at least five (5) years after the previously
designated Scheduled Distribution Date.

	 
	 	(c)	 	The election of the new Scheduled Distribution Date shall have no effect until
at least twelve (12) months after the date on which the election is made.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document











	4.3	 	Other Benefits Take Precedence Over Scheduled Distributions. Should a Benefit Distribution
Date occur that triggers a benefit under Articles 5, 6, 7, 8, or 9, any Annual Deferral
Amount, Company Contribution Amount and/or Company Restoration Matching Amount, plus amounts
credited or debited thereon, that are subject to a Scheduled Distribution election under
Section 4.1 shall not be paid in accordance with Section 4.1, but shall be paid in accordance
with the
other applicable Article. Notwithstanding the
foregoing, the Committee shall interpret this
Section 4.3 in a manner that is consistent with
Code Section 409A and related Treasury guidance and
Regulations.

	 
	4.4	 	Unforeseeable Emergencies.







	 	(a)	 	If the Participant experiences an Unforeseeable Emergency, the Participant may
petition the Committee to receive a partial or full payout from the Plan, subject to
the provisions set forth below.

	 
	 	(b)	 	The payout, if any, from the Plan shall not exceed the lesser of (i) the
Participant’s vested Account Balance, calculated as of the close of business on or
around the date on which the amount becomes payable, as determined by the Committee in
its sole discretion, or (ii) the amount necessary to satisfy the Unforeseeable
Emergency, plus amounts reasonably necessary to pay Federal, state, or local income
taxes or penalties reasonably anticipated as a result of the distribution.
Notwithstanding the foregoing, a Participant may not receive a payout from the Plan to
the extent that the Unforeseeable Emergency is or may be relieved (A) through
reimbursement or compensation by insurance or otherwise, (B) by liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not itself
cause severe financial hardship or (C) by cessation of deferrals under this Plan,.

	 
	 	(c)	 	If the Committee, in its sole discretion, approves a Participant’s petition for
payout from the Plan, the Participant shall receive a payout from the Plan within sixty
(60) days of the date of such approval, and the Participant’s deferrals under the Plan
shall be terminated as of the date of such approval.

	 
	 	(d)	 	In addition, a Participant’s deferral elections under this Plan shall be
terminated to the extent the Committee determines, in its sole discretion, that
termination of such Participant’s deferral elections is required pursuant to Treas.
Reg. §1.401(k)-1(d)(3) for the Participant to obtain a hardship distribution from an
Employer’s 401(k) Plan. If the Committee determines, in its sole discretion, that a
termination of the Participant’s deferrals is required in accordance with the preceding
sentence, the Participant’s deferrals shall be terminated as soon as administratively
practicable following the date on which such determination is made.

	 
	 	(e)	 	Notwithstanding the foregoing, the Committee shall interpret all provisions
relating to a payout and/or termination of deferrals under this Section 4.4 in a manner
that is consistent with Code Section 409A and related Treasury guidance and
Regulations..






ARTICLE 5

Change in Control Benefit 





	5.1	 	Change in Control Benefit. The Participant will receive a Change in Control Benefit, which
shall be equal to the Participant’s vested Account Balance, calculated as of the close of
business on or around the Participant’s Benefit Distribution Date, as selected by the
Committee in its sole discretion.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document











	5.2	 	Payment of Change in Control Benefit. A Participant, in connection with his or her
commencement of participation in the Plan,
shall irrevocably elect on an Election Form whether to (i) receive a Change in Control
Benefit, or (ii) have his or her Account Balance remain in the Plan upon the occurrence of a
Change in Control and to have his or her Account Balance remain subject to the terms and
conditions of the Plan. If a Participant does not make any election with respect to the
payment of the Change in Control Benefit, then such Participant shall be deemed to have
elected to receive a Change in Control Benefit upon the occurrence of a Change in Control.
The Change in Control Benefit, if any, shall be paid to the Participant in a lump sum no
later than sixty (60) days after the Participant’s Benefit Distribution Date.
Notwithstanding the foregoing, the Committee shall interpret all provisions in this Plan
relating to a Change in Control Benefit in a manner that is consistent with Code Section
409A and related Treasury guidance and Regulations.






ARTICLE 6

Retirement Benefit





	6.1	 	Retirement Benefit. A Participant who Retires shall receive, as a Retirement Benefit, his or
her vested Account Balance, calculated as of the close of business on or around the
Participant’s Benefit Distribution Date, as determined by the Committee in its sole
discretion.

	 
	6.2	 	Payment of Retirement Benefit.







	 	(a)	 	A Participant, in connection with his or her commencement of participation in
the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump
sum or pursuant to an Annual Installment Method of up to 15 years. If a Participant
does not make any election with respect to the payment of the Retirement Benefit in
connection with his or her commencement of participation in the Plan, then such
Participant shall be deemed to have elected to receive the Retirement Benefit in a lump
sum.

	 
	 	(b)	 	A Participant may change the form of payment of the Retirement Benefit by
submitting an Election Form to the Committee in accordance with the following criteria:







	 	(i)	 	The election to modify the Retirement Benefit shall have no
effect until at least twelve (12) months after the date on which the election is
made; and

	 
	 	(ii)	 	The first Retirement Benefit payment shall be delayed at least
five (5) years from the Participant’s originally scheduled Benefit Distribution
Date described in Section 1.7(a).







	 	 	 	For purposes of applying the requirements above, the right to receive the Retirement
Benefit in installment payments shall be treated as the entitlement to a single
payment. The Committee shall interpret all provisions relating to changing the
Retirement Benefit election under this Section 6.2 in a manner that is consistent
with Code Section 409A and related Treasury guidance or Regulations.

	 
	 	 	 	The Election Form most recently accepted by the Committee that has become effective
shall govern the payout of the Retirement Benefit.

	 
	 	(c)	 	The lump sum payment shall be made, or installment payments shall commence, no
later than sixty (60) days after the Participant’s Benefit Distribution Date.
Remaining
installments, if any, shall be paid no later than sixty (60) days after each
anniversary of the Participant’s Benefit Distribution Date.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document










ARTICLE 7

Termination Benefit





	7.1	 	Termination Benefit. A Participant who experiences a Separation from Service shall receive,
as a Termination Benefit, his or her vested Account Balance, calculated as of the close of
business on or around the Participant’s Benefit Distribution Date, as determined by the
Committee in its sole discretion.

	 
	7.2	 	Payment of Termination Benefit.







	 	a.	 	A Participant, in connection with his or her commencement of
participation in the Plan, shall elect on an Election Form to receive the
Termination Benefit in a lump sum or pursuant to an Annual Installment Method of up
to 15 years. If a Participant does not make any election with respect to the
payment of the Termination Benefit in connection with his or her commencement of
participation in the Plan, then such Participant shall be deemed to have elected to
receive the Termination Benefit in a lump sum.

	 
	 	b.	 	A Participant may change the form of payment of the Termination Benefit
by submitting an Election Form to the Committee in accordance with the following
criteria:







	 	i.	 	The election to modify the Termination Benefit shall
have no effect until at least twelve (12) months after the date on which
the election is made; and

	 
	 	ii.	 	The first Termination Benefit payment shall be delayed
at least five (5) years from the Participant’s originally scheduled Benefit
Distribution Date described in Section 1.7(b).







	 	 	 	For purposes of applying the requirements above, the right to receive the Termination
Benefit in installment payments shall be treated as the entitlement to a single
payment. The Committee shall interpret all provisions relating to changing the
Termination Benefit election under this Section 7.2 in a manner that is consistent
with Code Section 409A and related Treasury guidance or Regulations.

	 
	 	 	 	The Election Form most recently accepted by the Committee that has become effective
shall govern the payout of the Termination Benefit.

	 
	 	c.	 	The lump sum payment shall be made, or installment payments shall
commence, no later than sixty (60) days after the Participant’s Benefit Distribution
Date. Remaining installments, if any, shall be paid no later than sixty (60) days
after each anniversary of the Participant’s Benefit Distribution Date.






ARTICLE 8

Disability Benefit





	8.1	 	Disability Benefit. Upon a Participant’s Disability, the Participant shall receive a
Disability Benefit, which shall be equal to the Participant’s vested Account Balance,
calculated as of the close of business on or around the Participant’s Benefit Distribution
Date, as selected by the Committee in its sole discretion.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document











	8.2	 	Payment of Disability Benefit. The Disability Benefit shall be paid to the Participant in a
lump sum payment no later than sixty (60) days after the Participant’s Benefit Distribution
Date.






ARTICLE 9

Death Benefits





	9.1	 	Death Benefit. The Participant’s Beneficiary(ies) shall receive a Death Benefit upon the
Participant’s death which will be equal to the Participant’s vested Account Balance,
calculated as of the close of business on or around the Participant’s Benefit Distribution
Date, as selected by the Committee in its sole discretion.







	9.2	 	Payment of Death Benefit. The Death Benefit shall be paid to the Participant’s
Beneficiary(ies) in a lump sum payment no later than sixty (60) days after the Participant’s
Benefit Distribution Date.







	9.3	 	Supplemental Survivor Benefit. If a Participant dies prior to undergoing a Separation
From Service during any Plan Year for which the Participant has made an election to defer any
portion of his or her Base Salary, then, in addition to the Death Benefit, his or her
Beneficiary(ies) shall receive a taxable survivor benefit in an amount determined from time to
time by the Committee. Notwithstanding the forgoing, to be eligible for the Supplemental
Survivor Benefit, the Participant must at least be insurable at standard rates at the time the
Participant makes the election to defer his or her Base Salary for such Plan Year.







	9.4	 	Payment of Supplemental Survivor Benefit. The Supplemental Survivor Benefit shall be
paid to the Participant’s Beneficiary(ies) in a lump sum payment no later than sixty (60) days
after the Participant’s Benefit Distribution Date.






ARTICLE 10

Beneficiary Designation





	10.1	 	Beneficiary. Each Participant shall have the right, at any time, to designate his or her
Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under
the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under
this Plan may be the same as or different from the Beneficiary designation under any other
plan of an Employer in which the Participant participates.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document











	10.2	 	Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to
the Committee or its designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Committee’s rules and procedures, as in effect from time to time. If
the Participant names someone other than his or her spouse as a Beneficiary, the Committee
may, in its sole discretion, determine that spousal consent is required to be provided in a
form designated by the Committee, executed by such Participant’s spouse and returned to the
Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The Committee shall be entitled
to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the
Committee prior to his or her death.







	10.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective
until received and acknowledged in writing by the Committee or its designated agent.







	10.4	 	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in
Sections 10.1, 10.2, and 10.3 above or, if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If
the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participant’s
estate.







	10.5	 	Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to
receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its
discretion, to cause the Participant’s Employer to withhold such payments until this matter is
resolved to the Committee’s satisfaction.







	10.6	 	Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall
fully and completely discharge all Employers and the Committee from all further obligations
under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall
terminate upon such full payment of benefits.






ARTICLE 11

Termination of Plan, Amendment or Modification





	11.1	 	Termination of Plan. Although each Employer anticipates that it will continue the Plan for
an indefinite period of time, there is no guarantee that any Employer will continue the Plan
or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves
the right to Terminate the Plan (as defined in Section 1.42). Following a Termination of the
Plan, Participant Account Balances shall remain in the Plan until the Participant becomes
eligible for the benefits provided in Articles 4, 5, 6, 7, 8 or 9 in accordance with the
provisions of those Articles. The Termination of the Plan shall not adversely affect any
Participant or Beneficiary who has become entitled to the payment of any




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	 	 	benefits under the Plan as of the
date of termination.
Notwithstanding the foregoing, to
the extent permissible under Code
Section 409A and related Treasury
guidance or Regulations, during the
thirty (30) days preceding or
within twelve (12) months following
a Change in Control an Employer
shall be permitted to (i) terminate
the Plan by action of its board of
directors, and (ii) distribute the
vested Account Balances to
Participants in a lump sum no later
than twelve (12) months after the
Change in Control, provided that
all other substantially similar
arrangements sponsored by such
Employer are also terminated and
all balances in such arrangements
are distributed within twelve (12)
months of the termination of such
arrangements.

	 
	11.2	 	Amendment.







	 	(a)	 	Any Employer may, at any time, amend or modify the Plan in whole or in part
with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or
modification shall be effective to decrease the value of a Participant’s vested Account
Balance in existence at the time the amendment or modification is made, (ii) no
amendment or modification shall be effective to change a deferral election or
distribution election of a Participant that has been submitted to, and accepted by the
Committee, prior to the time the amendment or modification is made without the consent
of the Participant, and (iii) no amendment or modification of this Section 11.2 or
Section 12.2 of the Plan shall be effective.

	 
	 	(b)	 	Notwithstanding the foregoing, in the event that the Company determines that
any provision of the Plan may cause amounts deferred under the Plan to become
immediately taxable to any Participant under Code Section 409A, and related Treasury
guidance or Regulations, the Company may (i) adopt such amendments to the Plan and
appropriate policies and procedures, including amendments and policies with retroactive
effect, that the Company determines necessary or appropriate to preserve the intended
tax treatment of the Plan benefits provided by the Plan and/or (ii) take such other
actions as the Company determines necessary or appropriate to comply with the
requirements of Code Section 409A, and related Treasury guidance or Regulations.







	11.3	 	Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above, if a Participant’s
Plan Agreement contains benefits or limitations that are not in this Plan document, the
Employer may only amend or terminate such provisions with the written consent of the
Participant.







	11.4	 	Effect of Payment. The full payment of the Participant’s vested Account Balance under
Articles 4, 5, 6, 7, 8, or 9 of the Plan shall completely discharge all obligations to a
Participant and his or her designated Beneficiaries under this Plan, and the Participant’s
Plan Agreement shall terminate.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document










ARTICLE 12

Administration





	12.1	 	Committee Duties. Except as otherwise provided in this Article 12, this Plan shall be
administered by a Committee, which shall consist of the Board, or such committee as the Board
shall appoint. Members of the Committee may be Participants
under this Plan. The Committee shall also have the discretion and authority to (i) make,
amend, interpret, and enforce all appropriate rules and regulations for the administration
of this Plan and (ii) decide or resolve any and all questions including interpretations of
this Plan, as may arise in connection with the Plan. Any individual serving on the
Committee who is a Participant shall not vote or act on any matter relating solely to
himself or herself, but shall not be prohibited from voting or acting on any matter in which
such individual’s interest is affected in the same manner as other Participants generally.
When making a determination or calculation, the Committee shall be entitled to rely on
information furnished by a Participant or the Company.







	12.2	 	Administration Upon Change In Control. For purposes of this Plan, the Committee shall be the
“Administrator” at all times prior to the occurrence of a Change in Control. Within one
hundred and twenty (120) days following a Change in Control, an independent third party
“Administrator” may be selected by the individual who, immediately prior to the Change in
Control, was the Company’s Chief Executive Officer or, if not so identified, the Company’s
highest ranking officer (the “Ex-CEO”), and approved by the Trustee. The Committee, as
constituted prior to the Change in Control, shall continue to be the Administrator until the
earlier of (i) the date on which such independent third party is selected and approved, or
(ii) the expiration of the one hundred and twenty (120) day period following the Change in
Control. If an independent third party is not selected within one hundred and twenty (120)
days of such Change in Control, the Committee, as described in Section 12.1 above, shall be
the Administrator. The Administrator shall have the discretionary power to determine all
questions arising in connection with the administration of the Plan and the interpretation of
the Plan and Trust including, but not limited to benefit entitlement determinations; provided,
however, upon and after the occurrence of a Change in Control, the Administrator shall have no
power to direct the investment of Plan or Trust assets or select any investment manager or
custodial firm for the Plan or Trust. Upon and after the occurrence of a Change in Control,
the Company must: (1) pay all reasonable administrative expenses and fees of the
Administrator; (2) indemnify the Administrator against any costs, expenses and liabilities
including, without limitation, attorney’s fees and expenses arising in connection with the
performance of the Administrator hereunder, except with respect to matters resulting from the
gross negligence or willful misconduct of the Administrator or its employees or agents; and
(3) supply full and timely information to the Administrator on all matters relating to the
Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the
Participants, the date and circumstances of the Retirement, Disability, death or Separation
from Service of the Participants, and such other pertinent information as the Administrator
may reasonably require. Upon and after a Change in Control, the Administrator may be
terminated (and a replacement appointed) by the Trustee only with the approval of the Ex-CEO.
Upon and after a Change in Control, the Administrator may not be terminated by the Company.







	12.3	 	Agents. In the administration of this Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit (including acting
through a duly appointed representative) and may from time to time consult with counsel who
may be counsel to any Employer.







	12.4	 	Binding Effect of Decisions. The decision or action of the Administrator with respect to any
question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons having any
interest in the Plan.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document











	12.5	 	Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the
Committee, any Employee to whom the duties of the Committee may be delegated, and the
Administrator against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Plan, except in the case of willful
misconduct by the Committee, any of its members, any such Employee or the Administrator.







	12.6	 	Employer Information. To enable the Committee and/or Administrator to perform its functions,
the Company and each Employer shall supply full and timely information to the Committee and/or
Administrator, as the case may be, on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, Disability, death or Separation
from Service of its Participants, and such other pertinent information as the Committee or
Administrator may reasonably require.






ARTICLE 13

Other Benefits and Agreements





	13.1	 	Coordination with Other Benefits. The benefits provided for a Participant and Participant’s
Beneficiary under the Plan are in addition to any other benefits available to such Participant
under any other plan or program for employees of the Participant’s Employer. The Plan shall
supplement and shall not supersede, modify or amend any other such plan or program except as
may otherwise be expressly provided.






ARTICLE 14

Claims Procedures





	14.1	 	Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such
Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee a written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within sixty (60) days after such notice was received by
the Claimant. All other claims must be made within 180 days of the date on which the event
that caused the claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.







	14.2	 	Notification of Decision. The Committee shall consider a Claimant’s claim within a
reasonable time, but no later than ninety (90) days after receiving the claim. If the
Committee determines that special circumstances require an extension of time for processing
the claim, written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial ninety (90) day period. In no event shall such extension exceed a
period of ninety (90) days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. The Committee shall notify the
Claimant in writing:




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document











	 	(a)	 	that the Claimant’s requested determination has been made, and that the claim
has been allowed in full; or

	 
	 	(b)	 	that the Committee has reached a conclusion contrary, in whole or in part, to
the Claimant’s requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:







	 	(i)	 	the specific reason(s) for the denial of the claim, or any part
of it;

	 
	 	(ii)	 	specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;

	 
	 	(iii)	 	a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;

	 
	 	(iv)	 	an explanation of the claim review procedure set forth in Section
14.3 below; and

	 
	 	(v)	 	a statement of the Claimant’s right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination on review.







	14.3	 	Review of a Denied Claim. On or before sixty (60) days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s
duly authorized representative) may file with the Committee a written request for a review of
the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):







	 	(a)	 	may, upon request and free of charge, have reasonable access to, and copies of,
all documents, records and other information relevant to the claim for benefits;

	 
	 	(b)	 	may submit written comments or other documents; and/or

	 
	 	(c)	 	may request a hearing, which the Committee, in its sole discretion, may grant.







	14.4	 	Decision on Review. The Committee shall render its decision on review promptly, and no later
than sixty (60) days after the Committee receives the Claimant’s written request for a review
of the denial of the claim. If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the extension shall be furnished
to the Claimant prior to the termination of the initial sixty (60) day period. In no event
shall such extension exceed a period of sixty (60) days from the end of the initial period.
The extension notice shall indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render the benefit determination. In rendering
its decision, the Committee shall take into account all comments, documents, records and other
information submitted by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination. The decision
must be written in a manner calculated to be understood by the Claimant, and it must contain:







	 	(a)	 	specific reasons for the decision;

	 
	 	(b)	 	specific reference(s) to the pertinent Plan provisions upon which the decision
was based;




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	 	(c)	 	a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the Claimant’s
claim for benefits; and

	 
	 	(d)	 	a statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).







	14.5	 	Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 14 is a
mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any
claim for benefits under this Plan.






ARTICLE 15

Trust





	15.1	 	Establishment of the Trust. In order to provide assets from which to fulfill its obligations
to the Participants and their Beneficiaries under the Plan, the Company shall establish a
trust by a trust agreement with a third party, the trustee, to which each Employer may, in its
discretion, contribute cash or other property, including securities issued by the Company, to
provide for the benefit payments under the Plan, (the “Trust”).







	15.2	 	Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and
the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.







	15.3	 	Distributions From the Trust. Each Employer’s obligations under the Plan may be satisfied
with Trust assets distributed pursuant to the terms of the Trust, and any such distribution
shall reduce the Employer’s obligations under this Plan.






ARTICLE 16

Miscellaneous





	16.1	 	Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning
of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group of management or highly
compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).
The Plan shall be administered and interpreted (i) to the extent possible in a manner
consistent with that intent, and (ii) in accordance with Code Section 409A and related
Treasury guidance and Regulations.







	16.2	 	Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or claims in any
specific property or assets of an Employer. For purposes of the payment of benefits under
this Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged
unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money in the future.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document











	16.3	 	Employer’s Liability. An Employer’s liability for the payment of benefits shall be
defined only by the Plan and the Plan Agreement, as entered into between the Employer and a
Participant. An Employer shall have no obligation to a Participant under the Plan except as
expressly provided in the Plan and his or her Plan Agreement.







	16.4	 	Nonassignability. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.







	16.5	 	Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between any Employer and the Participant. Such
employment is hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment agreement. Nothing in this
Plan shall be deemed to give a Participant the right to be retained in the service of any
Employer, either as an Employee or a Director, or to interfere with the right of any Employer
to discipline or discharge the Participant at any time.







	16.6	 	Furnishing Information. A Participant or his or her Beneficiary will cooperate with
the Committee by furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration of the Plan and
the payments of benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.







	16.7	 	Terms. Whenever any words are used herein in the masculine, they shall be construed as
though they were in the feminine in all cases where they would so apply; and whenever any
words are used herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where they would so
apply.







	16.8	 	Captions. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.







	16.9	 	Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the State of Delaware without regard to its
conflicts of laws principles. Venue shall lie in Wilmington, Delaware.







	16.10	 	Notice. Any notice or filing required or permitted to be given to the Committee under this
Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified
mail, to the address below:





 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





Waste Connections, Inc.

Attn: Eric Merrill, Senior Vice President — People, Safety and Development

2295 Iron Point Road

Suite 200

Folsom, CA 95630



Copy to: Worthing Jackman, Executive Vice

President and Chief Financial Officer

(at same address)





	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.

	 
	 	 	Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant.

	 
	16.11	 	Successors. The provisions of this Plan shall bind and inure to the benefit of the
Participant’s Employer and its successors and assigns and the Participant and the
Participant’s designated Beneficiaries.

	 
	16.12	 	Spouse’s Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the Participant
and shall not be transferable by such spouse in any manner, including but not limited to such
spouse’s will, nor shall such interest pass under the laws of intestate succession.

	 
	16.13	 	Validity. In case any provision of this Plan shall be illegal or invalid for any reason,
said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall
be construed and enforced as if such illegal or invalid provision had never been inserted
herein.

	 
	16.14	 	Incompetent. If the Committee determines in its discretion that a benefit under this Plan
is to be paid to a minor, a person declared incompetent or to a person incapable of handling
the disposition of that person’s property, the Committee may direct payment of such benefit to
the guardian, legal representative or person having the care and custody of such minor,
incompetent or incapable person. The Committee may require proof of minority, incompetence,
incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit.
Any payment of a benefit shall be a payment for the account of the Participant and the
Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Plan for such payment amount.

	 
	16.15	 	Court Order. The Committee is authorized to comply with any court order in any
action in which the Plan or the Committee has been named as a party, including any action
involving a determination of the rights or interests in a Participant’s benefits under the
Plan. Notwithstanding the foregoing, the Committee shall interpret this provision in a manner
that is consistent with Code Section 409A and other applicable tax law. In addition, if
necessary to comply with a qualified domestic relations order, as defined in Code Section
414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a
Participant has an interest in the Participant’s benefits under the Plan, the Committee, in
its sole discretion, shall have the right to immediately distribute the spouse’s or former
spouse’s interest in the Participant’s benefits under the Plan to such spouse or former
spouse.




 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





	16.16	 	Distribution in the Event of Income Inclusion Under 409A. If any portion of a
Participant’s Account Balance under this Plan is required to be included in income by the
Participant prior to receipt due to a failure of this Plan to meet the requirements of Code
Section 409A and related Treasury guidance or Regulations, the Participant may petition the
Committee or Administrator, as applicable, for a distribution of that portion of his or her
Account Balance that is required to be included in his or her income. Upon the grant of such
a petition, which grant shall not be unreasonably withheld, the Participant’s Employer shall
distribute to the Participant immediately available funds in an amount equal to the portion of
his or her Account Balance required to be included in income as a result of the failure of the
Plan to meet the requirements of Code Section 409A and related Treasury guidance or
Regulations, which amount shall not exceed the Participant’s unpaid vested Account Balance
under the Plan. If the petition is granted, such distribution shall be made within ninety
(90) days of the date when the Participant’s petition is granted. Such a distribution shall
affect and reduce the Participant’s benefits to be paid under this Plan.

	 
	16.17	 	Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates
that the Employer’s deduction with respect to any distribution from this Plan would be limited
or eliminated by application of Code Section 162(m), then to the extent deemed necessary by
the Employer to ensure that the entire amount of any distribution from this Plan is
deductible, the Employer may delay payment of any amount that would otherwise be distributed
from this Plan. Any amounts for which distribution is delayed pursuant to this Section shall
continue to be credited/debited with additional amounts in accordance with Section 3.9 above.
The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant
(or his or her Beneficiary in the event of the Participant’s death) at the earliest date the
Employer reasonably anticipates that the deduction of the payment of the amount will not be
limited or eliminated by application of Code Section 162(m).

	 
	16.18	 	Insurance. The Employers, on their own behalf or on behalf of the trustee of the
Trust, and, in their sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may choose. The Employers or the
trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such
insurance. The Participant shall have no interest whatsoever in any such policy or policies,
and at the request of the Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the insurance company or
companies to whom the Employers have applied for insurance.





 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document





IN WITNESS WHEREOF, the Company has signed this Plan document effective as of September 22, 2011.



	 	 	 	 	 	 	 
	 	 	“Company”	 	 
	 	 	Waste Connections, Inc., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ronald J. Mittelstaedt	 	 
	 

	 	 	 	 	 	 
	 	 	Title: Chief Executive Officer	 	 






 


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Waste Connections, Inc.

Nonqualified Deferred Compensation Plan

Master Plan Document







APPENDIX A




LIMITED TRANSITION RELIEF MADE AVAILABLE IN ACCORDANCE WITH CODE

SECTION 409A AND RELATED TREASURY GUIDANCE AND REGULATIONS




Unless otherwise provided below, the capitalized terms below shall have the same meaning as
provided in the Plan.




	1.	 	Opportunity to Make New Distribution Elections. Notwithstanding the required
deadline for the submission of an initial distribution election described in Articles 4, 5
and 6, the Committee may, as permitted by Code Section 409A and related Treasury guidance
or Regulations, provide a limited period in which Participants may make new distribution
elections by submitting an Election Form on or before the deadline established by the
Committee, which in no event shall be later than December 31, 2006. Any distribution
election made in accordance with the requirements established by the Committee, pursuant to
this section, shall not be treated as a change in the form or timing of a Participant’s
benefit payment for purposes Code Section 409A or the Plan.

	 
	 	 	The Committee shall interpret all provisions relating to an election submitted in accordance
with this section in a manner that is consistent with Code Section 409A and related Treasury
guidance or Regulations. If any distribution election submitted in accordance with this
section either (i) relates to payments that a Participant would otherwise receive in 2006,
or (ii) would cause payments to be made in 2006, such election shall not be effective.




 


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