ex10-2.htm


    
      
        

      
Exhibit 10.2

    
      Waste
Connections, Inc.

      Amended
and Restated Senior Management Incentive Plan

       

      Waste
Connections, Inc. (the “Company”) hereby establishes
the Waste Connections, Inc. Amended and Restated Senior Management Incentive
Plan (as amended from time to time, the “Plan”). To the extent
applicable, the Plan is intended to qualify as performance-based compensation
under Section 162(m) of the Internal Revenue Code of 1986, as amended and the
regulations issued thereunder (the “Code”). 

      


      
        	
                Effective
      Date:

              	
                January
      1, 2009

              
	 	 
	
                Term:

              	
                Until
      terminated by the Compensation Committee of the Board of Directors (the
      “Committee”).  The
      Committee may terminate the Plan at any time; provided, however that in
      the event of a Change in Control, the Committee may not terminate the Plan
      during any performance period without payment of a pro rata portion of any
      bonus based on the period of time elapsed during the performance period
      and a determination of the Committee as to satisfaction of pro rata
      Performance Goals (as defined below) for such period. The Committee in its
      complete and sole discretion may adjust the Performance Goals if a Change
      in Control results in a significant impact relative to such Performance
      Goals in order to exclude or reduce the impact of such Change in Control.
      For purposes of this Plan, “Change in Control” shall have the meaning set
      forth in the Company’s Second Amended and Restated 2004 Equity Incentive
      Plan, as amended from time to time and any replacement plan thereof (the
      “Equity Incentive
      Plan”). 

              
	 	 
	
                Participants:

              	
                Senior
      executives of the Company as determined and selected by the
      Committee.

              
	 	 
	
                Purpose
      of Plan: 

              	
                (1) Attract and
      retain highly qualified individuals;

              
	 
      	
                (2) Obtain from
      each the best possible performance;

              
	 
      	
                (3) Establish a
      performance goal based on objective criteria;

              
	 
      	
                (4) Further
      underscore the importance of achieving business objectives for the short
      and long term; 

              
	 
      	
                (5) Tie such
      individual’s goals and interests to those of the Company and its
      stockholders; and 

              
	 
      	
                (6) Include in
      such individual’s compensation package an annual incentive component which
      is tied directly to the achievement of those
  objectives.

              


      

       

      Administration:

       

      The Plan
shall be administered by the Committee. The Committee shall consist solely of
two or more members who shall qualify as “outside directors” under Section
162(m) of the Code.

       

      The
Committee shall have full power to construe and interpret the Plan, establish
and amend rules and regulations for its administration, and perform all other
acts relating to the Plan, including the delegation of administrative
responsibilities, that it believes reasonable and proper and in conformity with
the purposes of the Plan.

       

      Any
decision made, or action taken, by the Committee arising out of or in connection
with the interpretation and/or administration of the Plan shall be final,
conclusive and binding on all persons affected thereby.

       

      Annual
Performance Bonus:

       

      Business
Criteria 

       

      A
Participant may receive a bonus payment under the Plan based upon the attainment
of performance objectives which are established by the Committee and relate to
one or more of the following corporate business criteria with respect to the
Company or any of its subsidiaries (the “Performance Goals”): (i) net
operating income or earnings (either before or after interest, taxes,
depreciation and amortization), (ii) earnings before interest and taxes as a
percentage of revenue; (iii) economic value-added (as determined by the
Committee), (iv) sales or revenue, (v) net income (either before or after
taxes), (vi) cash flow (including, but not limited to, operating cash flow and
free cash flow), (vii) return on capital, (viii) return on invested capital,
(ix) return on stockholders’ equity, (x) return on assets, (xi) stockholder
return, (xii) return on sales, (xiii) gross or net profit margin, (xiv)
productivity, (xv) revenue, (xvi) expense, (xvii) operating margin, (xviii)
operating efficiency, (xix) customer satisfaction, (xx) working capital
efficiency, (xxi) earnings per share, (xxii) price per share of common stock,
(xxiii) market share, (xxiv) gross profit, (xxv) gross profit margin, or (xxvi)
net cash provided by operating activities as a percentage of revenue, any of
which may be measured either in absolute terms or as compared to any incremental
increase or as compared to results of a peer group. 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Bonus
Determination

       

      Any
bonuses paid to Participants under the Plan shall be based upon objectively
determinable bonus formulas that tie such bonuses to one or more performance
objectives relating to the Performance Goals. Bonus formulas may be set for
performance periods of one or more fiscal years of the Company. A performance
period may be concurrent or consecutive. A Participant need not be employed on
the first day of a performance period. If a Participant becomes eligible to
participate in the Plan during a performance period, the Committee shall
determine if such Participant shall be eligible to participate in an award for
such performance period and whether or not such award may be prorated for such
period from the Participant’s date of hire or the date of such designation to
participate in the Plan, if later.

       

      Bonus
formulas for Participants shall be adopted for each performance period by the
Committee no later than the latest time permitted by Section 162(m) of the Code
(generally, for performance periods of one year or more, no later than 90 days
after the commencement of the performance period) and while the performance
relating to the Performance Goal(s) remain substantially uncertain within the
meaning of Section 162(m) of the Code.

       

      Although
the Committee may in its sole discretion reduce a bonus payable to a Participant
pursuant to the applicable bonus formula, the Committee shall have no discretion
to increase the amount of a Participant’s bonus as determined under the
applicable bonus formula.

       

      The
maximum bonus payable to a Participant under the Plan shall not exceed 200% of
such Participant’s base salary or 125% of such amount if paid in restricted
stock units.

       

      Additional
Considerations

       

      Once a
bonus formula is established under the “Bonus Determination” section of the Plan
based on one or more of the Performance Goals, the Committee may with the
consent of the Participant establish (and once established, rescind, waive or
amend) additional conditions and terms of payment of awards (including but not
limited to the achievement of other financial, strategic or individual goals,
which may be objective or subjective) as it deems desirable in carrying out the
purposes of the Plan and may take into account such other factors as it deems
appropriate in administering any aspect of the Plan. However, the Committee
shall have no authority to increase the amount of a targeted award granted to
any Participant or to pay an award under the Plan if the Performance Goal has
not been satisfied.

       

      Payment
of Awards

       

      The
Annual Performance Bonus shall be paid in cash or, in lieu of paying an Annual
Performance Bonus in cash, the Committee, in its complete and sole discretion,
may choose to pay the Annual Performance Bonus in restricted stock units (“RSUs”) issued under the Equity
Incentive Plan. Under such circumstances, the RSUs (based on the fair market
value of the Company’s common stock on the date of grant) shall be 125% of the
earned cash bonus (rounded up to the nearest whole share) to compensate the
Participant for the risk and vesting period associated with the underlying
stock. The terms and conditions of the RSUs shall be governed by and subject to
the Equity Incentive Plan and the award agreement entered into between the
Participant and the Company. 

       

      No
bonuses shall be paid to Participants unless and until the Committee makes a
certification in writing with respect to the attainment of the performance
objectives as required by Section 162(m) of the Code. No awards shall be paid
unless and until the Committee certifies, in writing, that the amounts payable
with respect to each award, and all awards in the aggregate, do not exceed the
limitations set forth in the “Bonus Determination” section of the Plan and that
the amount payable to each Participant does not exceed the amount of the
targeted award granted to the Participant at the beginning of the performance
period. Awards shall be paid as soon as practicable following the end of the
performance period, but in no event shall payment be made later than two and one
half months following the end of the performance period.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Annual
Long-Term Incentive Grant of Equity

       

      Each
Participant in the Plan shall also receive an annual Long-Term Incentive Grant
(“LTI Grant”) of RSUs
subject to a vesting schedule approved by the Committee, which may be based upon
the attainment of performance objectives which are established by the Committee
and relate to one or more of the Performance Goals. The objective of the LTI
Grant is to supplement each Participant’s base salary and Annual Performance
Bonus in order to maintain total compensation at the Committee’s targeted
percentile of a peer group. 

       

      Guidelines
and Procedures

       

      
        	
                A.

              	
                Waste
      Connections fully intends to comply with the Plan, but except as otherwise
      provided herein reserves the right to alter, amend, cancel the Plan
      entirely or direct the discontinuance of awards either temporarily or
      permanently at any time at the sole discretion of the Committee; provided, however, that no
      amendment of the Plan that changes the maximum award payable to any
      Participant or all Participants in the aggregate, as set forth in the
      “Bonus Determination” section herein, or materially amends the definition
      of Performance Goals under the “Business Criteria” section herein, shall
      be effective before approval by the affirmative vote of a majority of
      shares voting at a meeting of the shareholders of the Company.
      

              
	
                B.

              	
                Participants
      who receive Annual Performance Bonuses and/or an LTI Grant must be
      employed by Waste Connections as a full time employee, be “actively at
      work” and currently on the payroll of Waste Connections at the time of
      payment and grant. Participants who terminate employment with the Company
      (regardless of the reason for termination) forfeit all participation in
      the Plan. Notwithstanding any of the foregoing in this Section, in the
      discretion of the Committee, awards may be paid to Participants whose
      employment has terminated after the beginning of the period for which an
      award is made due to disability, or to the designee or estate of a
      Participant who died during such period.

              
	
                C.

              	
                Bonus
      calculations will be based on the Participant’s base salary as of February
      1 of each Plan year, or such Participant’s beginning base salary after
      such date if he or she subsequently becomes eligible for the
      Plan.

              
	
                D.

              	
                Waste
      Connections reserves the right to pay or not to pay bonuses at the sole
      discretion of the Committee. Nothing contained in the Plan shall confer
      upon any person any claim or right to any payments
    hereunder.

              
	
                E.

              	
                The
      Plan shall be unfunded. Amounts payable under the Plan are not and will
      not be transferred into a trust or otherwise set aside. The Company shall
      not be required to establish any special or separate fund or to make any
      other segregation of assets to assure the payment of any award under the
      Plan. Any accounts under the Plan are for bookkeeping purposes only and do
      not represent a claim against the specific assets of the
      Company.

              
	
                F.

              	
                It
      is the intent of the Company’s Board of Directors that the terms and
      provisions of the Plan shall supersede any contrary terms of a
      Participant’s employment agreement regarding the size and timing of any
      discretionary annual performance bonuses payable to the Participant; provided, however, that all other
      terms and conditions of each Participant’s employment agreement shall
      remain in full force and effect. Acceptance of an Annual Performance Bonus
      under the Plan shall constitute agreement between the Company and a
      Participant regarding the same. 

              
	
                G.

              	
                Nothing
      contained in the Plan shall prohibit the Company from granting awards or
      authorizing other compensation to any person under any other plan or
      authority or limit the authority of the Company to establish other special
      awards or incentive compensation plans providing for the payment of
      incentive compensation to employees (including those employees who are
      eligible to participate in the Plan).

              
	
                H.

              	
                No
      awards shall be paid under the Plan unless and until the Company’s
      stockholders shall have approved the Plan and the Performance Goals as
      required by Section 162(m) of the
Code.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                I.

              	
                Neither
      the Plan, nor the adoption or operation of the Plan, nor any documents
      describing or referring to the Plan (or any part hereof) shall confer upon
      any Participant any right to continue in the employ of the Company or
      shall interfere with or restrict in any way the rights of the Company,
      which are hereby expressly reserved, to discharge any Participant at any
      time for any reason whatsoever, with or without cause. No individual to
      whom an award has been made or any other party shall have any interest in
      the cash or any other asset of the Company prior to such amount being
      paid. No right or interest of any Participant shall be assignable or
      transferable, or subject to any claims of any creditor or subject to any
      lien.

              
	
                J.

              	
                The
      Company shall deduct all federal, state and local taxes required by law or
      Company policy from any award paid hereunder.

              
	
                K.

              	
                It
      is the intent of the Company that the Plan and awards made hereunder shall
      satisfy and shall be interpreted in a manner that satisfies any applicable
      requirements as performance-based compensation within the meaning of
      Section 162(m) of the Code. Any provision, application or interpretation
      of the Plan that is inconsistent with this intent to satisfy the standards
      in Section 162(m) of the Code shall be disregarded.

              
	
                L.

              	
                Any
      provision of the Plan that is prohibited or unenforceable shall be
      ineffective to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions of the Plan.

              
	
                M.

              	
                The
      Plan and the rights and obligations of the parties to the Plan shall be
      governed by, and construed and interpreted in accordance with, the law of
      the State of California (without regard to principles of conflicts of
      law).

              


      

      
4