Exhibit 10.1


    
      

    

     

    EXHIBIT
      10.1


    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT
      AGREEMENT
      (the
“Agreement”),
      is
      made and entered into effective as of June 1, 2007, by and between Waste
      Connections, Inc., a Delaware corporation (the “Company”),
      and
      Eric Merrill (the “Employee”). 
      

     

    The
      Company desires to engage the services and employment of the Employee for the
      period provided in this Agreement, and the Employee is willing to accept
      employment by the Company for such period, on the terms and conditions set
      forth
      below.  

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants and conditions herein,
      the Company and the Employee agree as follows:

     

    1.       
      Employment;
      Acceptance.  The
      Company hereby employs the Employee and the Employee hereby accepts employment
      by the Company on the terms and conditions hereinafter set forth. 


     

    2.       
      Duties
      and Powers.  The
      Employee is hereby employed as Senior Vice President - People, Training and
      Development, and the Employee shall devote Employee’s attention, energies and
      abilities in that capacity to the proper oversight and operation of the
      Company’s business, to the exclusion of any other occupation.  As Senior
      Vice President - People, Training and Development, the Employee shall report
      to
      the Chief Executive Officer or his designee, shall be based at the Company’s
      corporate headquarters in California, and shall be responsible for all human
      resource functions, personnel training and organizational development.  The
      Employee shall perform such other duties as the Chief Executive Officer or
      the
      Board of Directors (the “Board”)
      of the
      Company may reasonably assign to the Employee from time to time.  The
      Employee shall devote such time and attention to his duties as are reasonably
      necessary to the proper discharge of his responsibilities hereunder.  The
      Employee agrees to perform all duties consistent with:  (a) policies
      established from time to time by the Company; and (b) all applicable legal
      requirements.  

     

    3.        Term.  The
      employment of the Employee by the Company pursuant to this Agreement shall
      continue until the third (3rd)
      anniversary thereof (the “Term”)
      or
      until terminated prior to such date when and as provided in
      Section 7.  Commencing June 1, 2008, and on each
      June 1st
      thereafter, this Agreement shall be extended automatically for an additional
      year, thus extending the Term to three (3) years from each such date, unless
      either party shall have given the other notice of termination hereof as provided
      herein.  

     

    4.       
      Compensation. 
      

     

               
      4.1    Base
      Salary.  The
      Company hereby agrees to pay to the Employee an annual base salary of Two
      Hundred Forty-Five Thousand Dollars ($245,000.00) (“Base
      Salary”). 
      Such Base Salary shall be payable in accordance with the Company’s normal
      payroll practices, and such Base Salary is subject to withholding and social
      security, unemployment and other taxes.  Increases in Base Salary shall be
      considered by the Board.  

     

    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

               
      4.2    Performance
      Bonus.  For
      the calendar year commencing January 1, 2007, and for each calendar year
      thereafter,
      the
      Employee shall be eligible to receive an annual cash bonus (the “Bonus”)
      based
      on the Company’s attainment of reasonable financial objectives to be determined
      annually by the Board.  The maximum annual Bonus will equal forty percent
      (40%) of the applicable year’s beginning Base Salary and will be payable if the
      Board determines, in its sole and exclusive discretion, that that year’s
      financial objectives have been fully met.  The Bonus shall be paid in
      accordance with the Company’s bonus plan, as approved by the Board. 


     

               
      4.3    Grants
      of Options and Restricted Stock.  Employee
      shall be entitled to participate in Stock Option, Restricted Stock, Restricted
      Stock Unit (“RSU”) and other equity incentive plans presently in effect or in
      effect from time to time in the future on such terms and to such level of
      participation as the Board or the Compensation Committee of the Board shall
      determine to be appropriate, bearing in mind the Employee’s position and
      responsibilities.  

     

            The
      terms of any
      Options, Restricted Stock, RSUs and other equity incentives shall be governed
      by
      the relevant plans under which they are issued and described in detail in
      applicable agreements between the Company and the Employee.  

     

               
      4.4    Other
      Benefits.  The
      Company shall provide the Employee with a cellular telephone and will pay or
      reimburse the Employee’s monthly service fee and costs of calls attributable to
      Company business.  The Employee shall be entitled to paid annual vacation,
      which shall accrue on the same basis as for other employees of the Company
      of
      similar rank, but which shall in no event be less than three (3) weeks for
      any
      twelve (12) month period commencing January 1st
      of each
      year.  The Employee also shall be entitled to participate, on the same
      terms as other employees of the Company participate, in any medical, dental
      or
      other health plan, pension plan, profit-sharing plan and life insurance plan
      that the Company may adopt or maintain, any of which may be changed, terminated
      or eliminated by the Company at any time in its exclusive discretion. 


     

    5.       
      Confidentiality.  During
      the Term of his employment, and at all times thereafter, the Employee shall
      not,
      without the prior written consent of the Company, divulge to any third party
      or
      use for his own benefit or the benefit of any third party or for any purpose
      other than the exclusive benefit of the Company, any confidential or proprietary
      business or technical information revealed, obtained or developed in the course
      of his employment with the Company and which is otherwise the property of the
      Company or any of its affiliated corporations, including, but not limited to,
      trade secrets, customer lists, formulae and processes of manufacture; provided,
      however, that nothing herein contained shall restrict the Employee’s ability to
      make such disclosures during the course of his employment as may be necessary
      or
      appropriate to the effective and efficient discharge of his duties to the
      Company.  

     

    6.        Property.  Both
      during the Term of his employment and thereafter, the Employee shall not remove
      from the Company’s offices or premises any Company documents, records,
      notebooks, files, correspondence, reports, memoranda and similar materials
      or
      property of any kind unless necessary in accordance with the duties and
      responsibilities of his employment.  In the event that any such material or
      property is removed, it shall be returned to its proper file or place of
      safekeeping as promptly as possible.  The Employee shall not make, retain,
      remove or distribute any copies, or divulge to any third person the nature
      or
      contents of any of the foregoing or of any other oral or written information
      to
      which he may have access, except as disclosure shall be necessary in the
      performance of his assigned duties.  On the termination of his employment
      with the Company, the Employee shall leave with or return to the Company all
      originals and copies of the foregoing then in his possession or subject to
      his
      control, whether prepared by the Employee or by others.  

     

    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
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          2

        
          

        

      

      
        
        

      

    

     

    7.       
      Termination.
      

     

               
      7.1    For
      Cause.  The
      Company, by action of the Board, may terminate this Agreement and the Employee’s
      employment for cause on delivery to the Employee of a Notice of Termination
      (as
      defined in Section 9.2 below).  For purposes of this agreement, the
      term “Cause”
shall
      mean:  

     

    
      	(a)
               	
              a
                material breach by the Employee of any of the terms of this Agreement
                that
                is not immediately corrected following written notice of default
                specifying such breach;  

            


    

     

    
      	(b)
                	
              conviction
                of a felony;  

            


    

     

    
      	(c)
                	
              a
                breach of any of the provisions of Section 11 below; 
                

            


    

     

    
      	(d)
               	
              repeated
                intoxification with alcohol or drugs while on Company premises during
                its
                regular business hours to such a degree that, in the reasonable judgment
                of the other managers of the Company, the Employee is abusive or
                incapable
                of performing his duties and responsibilities under this Agreement;
                and  

            


    

     

    
      	(e)  	
              misappropriation
                of property belonging to the Company and/or any of its affiliates. 
                

            


    

     

    On
      such
      termination for cause, the Employee shall be entitled only to the Employee’s
      Base Salary through the date of such termination, and shall not be entitled
      to
      any other compensation, including, without limitation, any severance
      compensation.  Without limitation of the foregoing, on termination pursuant
      to this Section 7.1, the Employee shall forfeit:  (i) his Bonus
      under Section 4.2 for the year in which such termination occurs; and
      (ii) all outstanding but unvested options and rights relating to capital
      stock of the Company, and all RSUs and shares of the Company’s restricted stock
      issued to the Employee that as of the termination date are still unvested and
      subject to restrictions on transfer.  

     

               
      7.2    Without
      Cause.  The
      employment of the Employee may be terminated without Cause at any time by the
      Company on delivery to the Employee of a written Notice of Termination (as
      defined in Section 9.1).  On the Date of Termination (as defined in
      Section 9.2) pursuant to this Section 7.2, the Company shall, in lieu
      of any payments under Section 4.1 and 4.2 for the remainder of the Term,
      pay to the Employee an amount equal to the lesser of:  (a) the
      Employee’s Base Salary for a period of one (1) year from the date of
      termination, and (b) the Employee’s Base Salary for the remainder of the
      Term.  In addition, the Employee shall be entitled to the pro-rated maximum
      Bonus available to the Employee under Section 4.2 for the year in which the
      termination occurs.  Such payment by the Company shall be paid in
      accordance with the Company’s normal payroll practices and not as a lump sum
      payment.  In addition, the Company will pay as incurred the Employee’s
      expenses, up to Fifteen Thousand Dollars ($15,000.00), associated with career
      counseling and resume development.  The Company shall also pay to the
      Employee an amount equal to the Company’s portion (but not the Employee’s
      portion) of the cost of medical insurance at the rate in effect on the Date
      of
      Termination for a period of one (1) year from the Date of Termination.  In
      addition, on termination of the Employee under this Section 7.2, all of the
      Employee’s outstanding but unvested options and rights relating to capital stock
      of the Company shall immediately vest and become exercisable, and all RSUs
      and
      shares of the Company’s restricted stock issued to the Employee shall
      immediately vest and become unrestricted and freely transferable.  The term
      of any such options and rights shall be extended to the first (1st)
      anniversary of the Employee’s termination.  The Employee acknowledges that
      extending the term of any incentive stock options pursuant to this
      Section 7.2 or Sections 7.3, 7.4 or 8 below, could cause such option to
      lose its tax-qualified status if it is an incentive stock option under the
      Code
      and agrees that the Company shall have no obligation to compensate the Employee
      for any additional taxes he incurs as a result.  In addition, any portion
      of Employee’s relocation expenses otherwise reimbursable to the Company on
      termination shall be forgiven. 

     

    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
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          3

        
          

        

      

      
        
        

      

    

     

               
      7.3    Termination
      on Disability.  If
      during the Term the Employee should fail to perform his duties hereunder on
      account of physical or mental illness or other incapacity which the Company
      shall in good faith determine renders the Employee incapable of performing
      his
      duties hereunder, and such illness or other incapacity shall continue for a
      period of more than six (6) consecutive months (“Disability”),
      the
      Company shall have the right, on written Notice of Termination delivered to
      the
      Employee to terminate the Employee’s employment under this Agreement. 
During the period that the Employee shall have been incapacitated due to
      physical or mental illness, the Employee shall continue to receive the full
      Base
      Salary provided for in Section 4.1 hereof at the rate then in effect until
      the Date of Termination pursuant to this Section 7.3.  On the Date of
      Termination pursuant to this Section 7.3, the Company shall pay to the
      Employee the payments and other benefits applicable to termination without
      Cause
      set forth in Section 7.2 hereof, other than those related to career
      counseling and resume development.  The Company shall also pay, on behalf
      of the Employee, an amount equal to the Company’s portion (not the Employee’s
      portion) of the cost of medical insurance at the rate in effect on the Date
      of
      Termination for a period of one (1) year from the Date of Termination.  In
      addition, on such termination, all of the Employee’s outstanding but unvested
      options and rights relating to capital stock of the Company shall immediately
      vest and become exercisable, and all RSUs and shares of the Company’s restricted
      stock issued to the Employee shall immediately vest and become unrestricted
      and
      freely transferable.  The term of any such options and rights shall be
      extended to the first (1st)
      anniversary of the Employee’s termination.  

     

               
      7.4    Termination
      on Death.  If
      the Employee shall die during the Term, the employment of the Employee shall
      thereupon terminate.  On the Date of Termination pursuant to this
      Section 7.4, the Company shall pay to the Employee’s estate the payments
      and other benefits applicable to termination without Cause set forth in
      Section 7.2 hereof, other than those related to career counseling and
      resume development.  In addition, on termination of the Employee under this
      Section 7.4, all of the Employee’s outstanding but unvested options and
      rights relating to capital stock of the Company shall immediately vest and
      become exercisable, and all RSUs and shares of the Company’s restricted stock
      issued to the Employee shall immediately vest and become unrestricted and freely
      transferable.  The term of any such options and rights shall be extended to
      the first anniversary of the Employee’s termination.  The provisions of
      this Section 7.4 shall not affect the entitlements of the Employee’s heirs,
      executors, administrators, legatees, beneficiaries or assigns under any employee
      benefit plan, fund or program of the Company.  If permitted by applicable
      law and the terms of the applicable equity plans, such payments, options and
      rights shall be paid to the Merrill Caswell Family Trust. 

     

               
      7.5    No
      Limitation on Company’s Right to Terminate.  Any
      other provision in this Agreement to the contrary notwithstanding, the Company
      shall have the right, in its absolute discretion, to terminate this Agreement
      and the Employee’s employment hereunder at any time in accordance with the
      foregoing provisions of this Section 7, it being the intent and purpose of
      the foregoing provisions of this Section 7 only to set forth the
      consequences of termination with respect to severance or other compensation
      payable to the Employee on termination in the circumstances indicated. 


     

    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
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          4

        
          

        

      

      
        
        

      

    

     

    8.        Termination
      by Employee.  The
      Employee may terminate his employment hereunder on written Notice of Termination
      delivered to the Company setting forth the effective date of termination. 
If the Employee terminates his employment hereunder, he shall be entitled to
      receive, and the Company agrees to pay on the effective date of termination
      specified in the Notice of Termination, his current Base Salary under
      Section 4.1 hereof on a prorated basis to such date of termination. 
On termination pursuant to this Section 8, the Employee shall
      forfeit:  (i) his Bonus under Section 4.2 for the year in which
      such termination occurs; and (ii) all outstanding but unvested options and
      rights relating to capital stock of the Company, and all RSUs and shares of
      the
      Company’s restricted stock issued to the Employee that as of the termination
      date are still unvested and subject to restrictions on transfer. 


     

    9.       
      Provisions
      Applicable to Termination of Employment.

     

               
      9.1    Notice
      of Termination.  Any
      purported termination of Employee’s employment by the Company pursuant to
      Section 7 shall be communicated by Notice of Termination to the Employee as
      provided herein, and shall state the specific termination provisions in this
      Agreement relied on and set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of the Employee’s
      employment (“Notice
      of Termination”). 
      If the Employee terminates under Section 8, he shall give the Company a
      Notice of Termination.  

     

               
      9.2    Date
      of Termination.  For
      all purposes, “Date
      of Termination”
shall
      mean, for Disability, thirty (30) days after Notice of Termination is given
      to
      the Employee (provided the Employee has not returned to duty on a full-time
      basis during such 30-day period), or, if the Employee’s employment is terminated
      by the Company for any other reason or by the Employee, the date on which a
      Notice of Termination is given.  

     

               
      9.3    Benefits
      on Termination.  On
      termination of this Agreement by the Company pursuant to Section 7 or by
      the Employee pursuant to Section 8, all profit-sharing, deferred
      compensation and other retirement benefits payable to the Employee under benefit
      plans in which the Employee then participated shall be paid to the Employee
      in
      accordance with the provisions of the respective plans.  

     

    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
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    10.     
      Change
      In Control.

     

               
      10.1    Payments
      on Change in Control.  Notwithstanding
      any provision in this Agreement to the contrary, unless the Employee elects
      in
      writing to waive this provision, a Change in Control (as defined below) of
      the
      Company shall be deemed a termination of the Employee without Cause, and the
      Employee shall be entitled to receive and the Company agrees to pay to the
      Employee the same amount determined under Section 7.2 that is payable to
      the Employee on termination without Cause provided, however, that such amount
      shall be payable in a lump sum on the Date of Termination and not in
      installments as provided in Section 7.2.  In addition, on a Change of
      Control, all of the Employee’s outstanding but unvested options and rights
      relating to capital stock of the Company shall immediately vest and become
      exercisable, the term of any such options and rights shall be extended to the
      first anniversary of the Employee’s termination, and all RSUs and shares of the
      Company’s restricted stock issued to the Employee shall immediately vest and
      become unrestricted.  

     

    After
      a
      Change in Control, if any previously outstanding option or right (the
“Terminated
      Option”)
      relating to the Company’s capital stock does not remain outstanding, the
      successor to the Company or its then Parent (as defined below) shall
      either:  

     

    
      	(a)  	
              Issue
                an option, warrant or right, as appropriate (the “Successor
                Option”),
                to purchase common stock of such successor or Parent in an amount
                such
                that on exercise of the Successor Option the Employee would receive
                the
                same number of shares of the successor’s/Parent’s common stock as the
                Employee would have received had the Employee exercised the Terminated
                Option immediately prior to the transaction resulting in the Change
                in
                Control and received shares of such successor/Parent in such
                transaction.  The aggregate exercise price for all of the shares
                covered by such Successor Option shall equal the aggregate exercise
                price
                of the Terminated Option; or  

            


    

     

    
      	(b)  	
              Pay
                the Employee a bonus within ten (10) days after the consummation
                of the
                Change in Control in an amount agreed to by the Employee and the
                Company.  Such amount shall be at least equivalent on an after-tax
                basis to the net after-tax gain that the Employee would have realized
                if
                the Employee had been issued a Successor Option under Section 10.1(a)
                above and had immediately exercised such Successor Option and sold
                the
                underlying stock, taking into account the different tax rates that
                apply
                to such bonus and to such gain, and such amount shall also reflect
                other
                differences to the Employee between receiving a bonus under this
                Section 10.1(b) and receiving a Successor Option under
                Section 10.1(a) above.  

            


    

     

    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
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        10.2    Definitions.  For
        the purposes of this Agreement, a Change in Control shall be deemed to have
        occurred if:  (i) there shall be consummated (aa) any reorganization,
        liquidation or consolidation of the Company, or any merger or other business
        combination of the Company with any other corporation, other than any such
        merger or other combination that would result in the voting securities of
        the
        Company outstanding immediately prior thereto continuing to represent (either
        by
        remaining outstanding or by being converted into voting securities of the
        surviving entity) at least fifty percent (50%) of the total voting power
        represented by the voting securities of the Company or such surviving entity
        outstanding immediately after such transaction, and (bb) any sale, lease,
        exchange or other transfer (in one transaction or a series of related
        transactions) of all, or substantially all, of the assets of the Company;
        or
        (ii) if any “person” (as defined in Section 13(d) and 14(d) of the
        Securities Exchange Act of 1934, as amended (the “Exchange
        Act”)),
        shall become the “beneficial owner” (as defined in Rule 13d-3 under the
        Exchange Act), directly or indirectly, of fifty percent (50%) or more of
        the
        Company’s outstanding voting securities (except that for purposes of this
        Section 10.2, “person” shall not include any person (or any person that
        controls, is controlled by or is under common control with such person) who
        as
        of the date of this Agreement owns ten percent (10%) or more of the total
        voting
        power represented by the outstanding voting securities of the Company, or
        a
        trustee or other fiduciary holding securities under any employee benefit
        plan of
        the Company, or a corporation that is owned directly or indirectly by the
        stockholders of the Company in substantially the same percentage as their
        ownership of the Company); or (iii) if during any period of two (2)
        consecutive years, individuals who at the beginning of such period constituted
        the entire Board shall cease for any reason to constitute at least one-half
        (1⁄2)
        of the membership thereof unless the election, or the nomination for election
        by
        the Company’s shareholders, of each new director was approved by a vote of at
        least one-half of the directors then still in office who were directors at
        the
        beginning of the period.  

    

     

    The
      term
“Parent”
means
      a
      corporation, partnership, trust, limited liability company or other entity
      that
      is the ultimate “beneficial owner” (as defined above) of fifty percent (50%) or
      more of the Company’s outstanding voting securities.  

     

    11.  Non-Competition
      and Non-Solicitation.

     

               
      11.1    In
      consideration of the provisions hereof, for the Restricted Period (as defined
      below), the Employee will not, except as specifically provided below, anywhere
      in any county in the State of California or anywhere in any other state in
      which
      the Company is engaged in business as of such termination date (the
“Restricted
      Territory”),
      directly or indirectly, acting individually or as the owner, shareholder,
      partner or management employee of any entity:  (i) engage in the
      operation of a solid waste collection, transporting or disposal business,
      transfer facility, recycling facility, materials recovery facility or solid
      waste landfill; or (ii) enter the employ as a manager of, or render any
      personal services to or for the benefit of, or assist in or facilitate the
      solicitation of customers for, or receive remuneration in the form of management
      salary, commissions or otherwise from, any business engaged in such activities
      in such counties; or (iii) receive or purchase a financial interest in,
      make a loan to, or make a gift in support of, any such business in any capacity,
      including without limitation, as a sole proprietor, partner, shareholder,
      officer, director, principal agent or trustee; provided, however, that the
      Employee may own, directly or indirectly, solely as an investment, securities
      of
      any business traded on any national securities exchange or quoted on any NASDAQ
      market, provided the Employee is not a controlling person of, or a member of
      a
      group which controls, such business and further provided that the Employee
      does
      not, in the aggregate, directly or indirectly, own two percent (2%) or more
      of
      any class of securities of such business.  The term “Restricted
      Period”
shall
      mean the earlier of:  (i) the maximum period allowed under applicable
      law; and (ii) (aa) in the case of a Change of Control, until the first
      anniversary of the effective date of the Change of Control, (bb) in the
      case of a termination by the Company without Cause pursuant to Section 7.2
      and provided the Company has made the payments required under Section 7.2,
      as the case may be, until the first (1st)
      anniversary of the Date of Termination, or (cc) in the case of Termination
      for Cause by the Company pursuant to Section 7.1 or by the Employee
      pursuant to Section 8, until the first (1st)
      anniversary of the Date of Termination.  

     

    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
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          7

        
          

        

      

      
        
        

      

    

     

               
      11.2    After
      termination of this Agreement by the Company or the Employee pursuant to
      Section 7 or 8 or termination of this Agreement upon a Change in Control
      pursuant to Section 10, the Employee shall not:  (i) solicit any
      residential or commercial customer of the Company to whom the Company provides
      service pursuant to a franchise agreement with a public entity in the Restricted
      Territory; or (ii) solicit any residential or commercial customer of the
      Company to enter into a solid waste collection account relationship with a
      competitor of the Company in the Restricted Territory; or (iii) solicit any
      such public entity to enter into a franchise agreement with any such competitor,
      or (iv) solicit any officer, employee or contractor of the Company to enter
      into an employment or contractor agreement with a competitor of the Company
      or
      otherwise interfere in any such relationship; or (v) solicit on behalf of a
      competitor of the Company any prospective customer of the Company in the
      Restricted Territory that the Employee called on or was involved in soliciting
      on behalf of the Company during the Term, in each case until the first
      (1st)
      anniversary of the date of such termination or the effective date of such change
      of control (whichever is later), unless otherwise permitted to do so by
      Section 11.1.  

     

               
      11.3    If
      the
      final judgment of a court of competent jurisdiction declares that any term
      or
      provision of this Section 11 is invalid or unenforceable, the parties agree
      that the court making the determination of invalidity or unenforceability shall
      have the power to reduce the scope, duration or area of the term or provision,
      to delete specified words or phrases or to replace any invalid or unenforceable
      term or provision with a term or provision that is valid and enforceable and
      that comes closest to expressing the intention of the invalid or unenforceable
      term or provision, and this Agreement shall be enforceable as so modified after
      the expiration of the time within which the judgment may be appealed. 


     

    12.  Indemnification.  As
      an officer and agent of the Company, the Employee shall be fully indemnified
      by
      the Company to the fullest extent permitted by applicable law in connection
      with
      his employment hereunder.  

     

    13.  Survival
      of Provisions.  The
      obligations of the Company under Section 12 of this Agreement, and of the
      Employee under Section 11 of this Agreement, shall survive both the
      termination of the Employee’s employment and this Agreement.  

     

    14.  No
      Duty to Mitigate; No Offset.  The
      Employee shall not be required to mitigate damages or the amount of any payment
      contemplated by this Agreement, nor shall any such payment be reduced by any
      earnings that the Employee may receive from any other sources or offset against
      any other payments made to him or required to be made to him pursuant to this
      Agreement.  

     

    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
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    15.  Assignment;
      Binding Agreement.  The
      Company may assign this Agreement to any parent, subsidiary, affiliate or
      successor of the Company.  This Agreement is not assignable by the Employee
      and is binding on him and his executors and other legal representatives. 
This Agreement shall bind the Company and its successors and assigns and inure
      to the benefit of the Employee and his heirs, executors, administrators,
      personal representatives, legatees or devisees.  The Company shall assign
      this Agreement to any entity that acquires its assets or business. 


     

    16.  Notice.  Any
      written notice under this Agreement shall be personally delivered to the other
      party or sent by a nationally recognized overnight delivery service or by
      certified or registered mail, return receipt requested and postage prepaid,
      to
      the principal executive office of the Company at the address of the Employee
      set
      forth in the records of the Company, as the case may be, or to such other
      address as either party may from time to time specify by written notice. 


     

    17.  Entire
      Agreement; Amendments.  This
      Agreement contains the entire agreement of the parties relating to the
      Employee’s employment and supersedes all oral or written prior discussions,
      agreements and understandings of every nature between them.  This Agreement
      may not be changed except by an agreement in writing signed by the Company
      and
      the Employee.  This Agreement supercedes and replaces the Employment
      Agreement between the Company and the Employee dated April 1,
      2000. 

     

    18.  Waiver.  The
      waiver of a breach of any provision of this Agreement shall not operate or
      as be
      construed to be a waiver of any other provision or subsequent breach of this
      Agreement.  

     

    19.  Governing
      Law and Jurisdictional Agreement.  This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of California.  The parties irrevocably and
      unconditionally submit to the jurisdiction and venue of any court, federal
      or
      state, situated within Sacramento County, California, for the purpose of any
      suit, action or other proceeding arising out of, or relating to or in connection
      with, this Agreement.  

     

    20.  Severability.  In
      case any one or more of the provisions contained in this Agreement is, for
      any
      reason, held invalid in any respect, such invalidity shall not affect the
      validity of any other provision of this Agreement, and such provision shall
      be
      deemed modified to the extent necessary to make it enforceable. 


     

    21.  Enforcement.  It
      is agreed that it is impossible to measure fully, in money, the damage which
      will accrue to the Company in the event of a breach or threatened breach of
      Sections 5, 6, or 11 of this Agreement, and, in any action or proceeding to
      enforce the provisions of Sections 5, 6 or 11 hereof, the Employee waives
      the claim or defense that the Company has an adequate remedy at law and will
      not
      assert the claim or defense that such a remedy at law exists.  The Company
      is entitled to injunctive relief to enforce the provisions of such sections
      as
      well as any and all other remedies available to it at law or in equity without
      the posting of any bond.  The Employee agrees that if the Employee breaches
      any provision of Section 11, the Company may recover as partial damages all
      profits realized by the Employee at any time prior to such recovery on the
      exercise of any warrant, option or right to purchase the Company’s Common Stock
      and the subsequent sale of such stock, and may also cancel all outstanding
      such
      warrants, options and rights.  

     

    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    22.  Counterparts.  This
      Agreement may be executed in one or more facsimile or original counterparts,
      each of which shall be deemed an original and both of which together shall
      constitute one and the same instrument.  

     

    [Signatures
      appear on the following page]

     

     

     

    
 


    
      
        Employment
          Agreement: ERIC MERRILL

        
        

      

      
        Page
          10

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF,
      this
      Employment Agreement has been duly executed by or on behalf of the parties
      hereto as of the date first above written.  

     

    
      	 	Waste
              Connections, Inc.
	 	 	 
	 	 	 
	
              ___________________________________

            	By:	
              _________________________________

            
	
              Eric
                Merrill

            	 	
              Ronald
                J. Mittelstaedt,

            
	 	 	
              Chief
                Executive Officer

            
	
               

              Address:

            	 	 


    

    


     

     

     

     

     

     

     

    
      Employment
        Agreement: ERIC MERRILL

       

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