ex10-20.htm


    
      

    

    Exhibit 10.20

     

    
      WASTE
CONNECTIONS, INC.

      SECOND
AMENDED AND RESTATED

      2004
EQUITY INCENTIVE PLAN

      (as amended and
restated)

       

      1.  PURPOSE.

       

      The
purpose of the Plan is to provide a means for the Company and any Subsidiary,
through the grant of Nonqualified Stock Options and/or Restricted Stock or
Restricted Stock Units to selected Employees (including officers), Directors and
Consultants, to attract and retain persons of ability as Employees, Directors
and Consultants, and to motivate such persons to exert their best efforts on
behalf of the Company and any Subsidiary.

       

      2.  DEFINITIONS.

       

      (a)  “Board” means the Company’s
Board of Directors.

       

      (b)  “Change in Control”
means:

       

      (i)      
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;

       

      (ii)      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

       

      (iii)    a
transaction or series of related transactions in which any “person” (as defined
in Section 13(d) and 14(d) of the Exchange Act) becomes 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 definition, “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 an Option Agreement or a Restricted
Stock or Restricted Stock Unit 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).

       

      A
transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company’s incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.

       

      (c)  “Code” means the Internal
Revenue Code of 1986, as amended from time to time.

       

      (d)  “Committee” means a committee
appointed by the Board in accordance with Section 4(b) of the Plan.

       

      (e)  “Company” means Waste
Connections, Inc., a Delaware corporation.

       

      (f)  “Consultant” means any person,
including an advisor, engaged by the Company or a Subsidiary to render
consulting services and who is compensated for such services; provided that the
term “Consultant” shall not include Directors.

       

      (g)  “Continuous Status as an Employee,
Director or Consultant” means the individual’s employment as an Employee
or relationship as a Consultant is not interrupted or terminated, or, in the
case of a Director who is not an Employee, the term means the Director remains a
Director of the Company. The Board, in its sole discretion, may determine
whether Continuous Status as an Employee, Director or Consultant shall be
considered interrupted in the case of (i) any leave of absence approved by the
Board, including sick leave, military leave or any other personal leave, or (ii)
transfers between locations of the Company or between the Company and a
Subsidiary or their successors.

       

      
        
           

        

        
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      (h)  “Director” means a member of
the Company’s Board.

       

      (i)  “Disability” means permanent
and total disability within the meaning of Section 422(c)(6) of the
Code.

       

      (j)  “Employee” means any person
employed by the Company or any Subsidiary of the Company. Any officer of the
Company or a Subsidiary is an Employee. A Director is not an Employee unless he
or she has an employment relationship with the Company or a Subsidiary in
addition to being a Director. Service as a Consultant shall not be sufficient to
constitute “employment” by the Company.

       

      (k)  “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

       

      (l)  “Fair Market Value” means, as
of any date, the value of Stock determined as follows:

       

      (i)      
If the Stock is listed on any established stock exchange or a national
market system, including without limitation the New York Stock Exchange, its
Fair Market Value shall be the closing sales price for the Stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system on the
market trading day of the date of determination, or, if the date of
determination is not a market trading day, the last market trading day prior to
the date of determination, in each case as reported in The Wall Street Journal
or such other sources as the Board deems reliable;

       

      (ii)     
If the Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, its Fair Market Value shall be the mean between
the high bid and low asked prices for the Stock on the market trading day of the
date of determination, or, if the date of determination is not a market trading
day, the last market trading day prior to the date of determination;
or

       

      (iii)    
In absence of an established market for the Stock, the Fair Market Value
thereof shall be determined in good faith by the Board.”

       

      (m)  “Nonqualified Stock Options”
means Options that are not intended to qualify as incentive stock options within
the meaning of Section 422 of the Code.

       

      (n)  “Option Agreement” means a
written certificate or agreement between the Company and an Optionee evidencing
the terms and conditions of an individual Option grant. Each Option Agreement
shall be subject to the terms and conditions of the Plan that apply to
Options.

       

      (o)  “Optionee” means an Employee,
Director or Consultant who holds an outstanding Option.

       

      (p)  “Options” means Nonqualified
Stock Options.

       

      (q)  “Plan” means this Waste
Connections, Inc. Second Amended and Restated 2004 Equity Incentive Plan (as
amended and restated).

       

      (r)  “Restricted Stock” means Stock
awarded under the Plan in accordance with the terms and conditions set forth in
Section 6.

       

      (s)  “Restricted Stock Agreement”
means a written certificate or award agreement between the Company and a
Restricted Stock Participant evidencing a Restricted Stock Award. Each
Restricted Stock Agreement shall be subject to the terms and conditions of the
Plan that apply to Restricted Stock.

       

      
        
           

        

        
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      (t)  “Restricted Stock Award” means
shares of Restricted Stock awarded pursuant to the terms and conditions of the
Plan.

       

      (u)  “Restricted Stock Participant”
means an Employee, Director or Consultant who holds an outstanding Restricted
Stock Award.

       

      (v)  “Restricted Stock Unit” means
a contractual right to receive Stock under the Plan upon the attainment of
designated performance milestones or the completion of a specified period of
employment or service with the Corporation or any Subsidiary or upon a specified
date or dates following the attainment of such milestones or the completion of
such service period.

       

      (w)  “Restricted Stock Unit
Agreement” means a written agreement between the Company and a Restricted
Stock Unit Participant evidencing a Restricted Stock Unit Award. Each Restricted
Stock Unit Agreement shall be subject to the terms and conditions of the Plan
that apply to Restricted Stock Units.

       

      (x)  “Restricted Stock Unit Award”
means an award of Restricted Stock Units made pursuant to the terms and
conditions of the Plan.

       

      (y)  “Restricted Stock Unit
Participant” means an Employee, Director or Consultant who holds an
outstanding Restricted Stock Unit Award.

       

      (z)  “Restriction Period” means a
time period, which may or may not be based on performance goals and/or the
satisfaction of vesting provisions (which may depend on the Continuous Status as
an Employee, Director or Consultant of the applicable Restricted Stock
Participant), that applies to, and is established or specified by the Board at
the time of, each Restricted Stock Award.

       

      (aa)  “Rule 16b-3” means Rule 16b-3
under the Exchange Act or any successor to Rule 16b-3, as amended from time to
time.

       

      (bb)  “Securities Act” means the
Securities Act of 1933, as amended.

       

      (cc)  “Stock” means the Common Stock
of the Company.

       

      (dd)  “Subsidiary” means any
corporation that at the time an Option or a Restricted Stock or Restricted Stock
Unit Award is granted under the Plan qualifies as a subsidiary of the Company
under the definition of “subsidiary corporation” contained in Section 424(f) of
the Code, or any similar provision hereafter enacted.

       

      3.  SHARES SUBJECT TO
THE PLAN.

       

      (a)  Stock Available for
Awards. Subject to
adjustment as provided in Section 9 for changes in Stock, the Stock that may be
sold or delivered pursuant to Options, Restricted Stock and/or Restricted Stock
Unit Awards shall not exceed 3,775,000 shares. The Company shall reserve for
Options, Restricted Stock and/or Restricted Stock Unit Awards 3,775,000 shares
of Stock, subject to adjustment as provided in Section 9. If any Option for any
reason terminates, expires or is cancelled without having been exercised in
full, the Stock not purchased under such Option shall revert to and again become
available for issuance under the Plan. Shares of Stock that are issued pursuant
to Restricted Stock or Restricted Stock Unit Awards may be either authorized and
unissued shares (which will not be subject to preemptive rights) or previously
issued shares acquired by the Company or any Subsidiary. Any shares of Stock
subject to a Restricted Stock Award that are forfeited shall revert to and again
become available for issuance under the Plan. If any Restricted Stock Unit Award
terminates or is cancelled for any reason before all the shares of Stock subject
to such award vest and become issuable, the shares of Stock which do not vest
and become issuable under that Restricted Stock Unit Award shall revert to and
again become available for issuance under the Plan.

       

      (b)  Annual Award
Limit. The maximum number
of shares of Stock for which any one person may be granted Options, Restricted
Stock and Restricted Stock Units in any one calendar year shall not exceed
seventy-five thousand (75,000) shares in the aggregate, subject to adjustment
under Section 9.

       

      
        
           

        

        
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      4.  ADMINISTRATION.

       

      (a) Board’s Power and
Responsibilities. The Plan shall be
administered by the Board or, at the election of the Board, by a Committee, as
provided in subsection (b), or, as to certain functions, by an officer of the
Company, as provided in subsection (c). Subject to the Plan, the Board
shall:

       

      (i)      
determine and designate from time to time those Employees, Directors and
Consultants to whom Options, Restricted Stock Awards and/or Restricted Stock
Unit Awards are to be granted;

       

      (ii)     
authorize the granting of Options, Restricted Stock Awards and Restricted
Stock Unit Awards;

       

      (iii)   determine
the number of shares subject to each Option, the exercise price of each Option,
the time or times when and the manner in which each Option shall be exercisable,
and the duration of the exercise period;

       

      (iv)    
determine the number of shares of Stock to be included in any Restricted
Stock Award, the Restriction Period for such Award, and the vesting schedule of
such Award over the Restriction Period;

       

      (v)      
determine the number of shares of Stock to be subject to any Restricted
Stock Unit Award, the vesting schedule for those shares of Stock and the date or
dates on which the shares of Stock which vest under the Award are actually to be
issued;

       

      (vi)     construe
and interpret the Plan and each Option, Restricted Stock and Restricted Stock
Unit Agreement, and establish, amend and revoke rules and regulations for the
Plan’s administration, and correct any defect, omission or inconsistency in the
Plan or any Option, Restricted Stock or Restricted Stock Unit Agreement in a
manner and to the extent it deems necessary or expedient to make the Plan fully
effective;

       

      (vii)    adopt
such procedures and subplans and grant Options and Restricted Stock and
Restricted Stock Unit Awards on such terms and conditions as the Board
determines necessary or appropriate to permit participation in the Plan by
individuals otherwise eligible to so participate who are foreign nationals or
employed outside of the United States, or otherwise to conform to applicable
requirements or practices of jurisdictions outside of the United
States;

       

      (viii)   prescribe
and approve the form and content of certificates and agreements for use under
the Plan;

       

      (ix)    
establish and administer any terms, conditions, performance criteria,
restrictions, limitations, forfeiture, vesting schedule, and other provisions of
or relating to any Option or any Restricted Stock or Restricted Stock Unit
Award;

       

      (x)     
grant waivers of terms, conditions, restrictions and limitations under
the Plan or applicable to any Option or Restricted Stock or Restricted Stock
Unit Award, or accelerate the vesting of any Option or any Restricted Stock or
Restricted Stock Unit Award or the issuance of vested Stock under any Restricted
Stock Unit Award;

       

      (xi)    
amend or adjust the terms and conditions of any outstanding Option or any
Restricted Stock or Restricted Stock Unit Award and/or adjust the number and/or
class of shares of Stock subject to any outstanding Option or any outstanding
Restricted Stock or Restricted Stock Unit Award, provided that no such amendment
or adjustment shall reduce the exercise price of any Option to a price lower
than the Fair Market Value of the Stock covered by such Option on the date the
Option was granted;

       

      (xii)   at any time
and from time to time after the granting of an Option or a Restricted Stock or
Restricted Stock Unit Award, specify such additional terms, conditions and
restrictions with respect to any such Option or any such Restricted Stock or
Restricted Stock Unit Award as may be deemed necessary or appropriate to ensure
compliance with any and all applicable laws or rules, including, but not limited
to, terms, restrictions and conditions for compliance with applicable securities
laws and methods of withholding or providing for the payment of required
taxes;

       

      
        
           

        

        
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      (xiii)  offer to buy out
a Restricted Stock or Restricted Stock Unit Award previously granted, based on
such terms and conditions as the Board shall establish with and communicate to
the Restricted Stock or Restricted Stock Unit Participant at the time such offer
is made;

       

      (xiv)   to the
extent permitted under the applicable Restricted Stock Agreement, permit the
transfer of a Restricted Stock Award by one other than the Restricted Stock
Participant who received the grant of such Restricted Stock Award;
and

       

      (xv)    
take any and all other actions it deems necessary for the purposes of the
Plan.

       

      The Board
shall have full discretionary authority in all matters related to the discharge
of its responsibilities and the exercise of its authority under the Plan.
Decisions and actions by the Board with respect to the Plan and any Option
Agreement or any Restricted Stock or Restricted Stock Unit Agreement shall be
final, conclusive and binding on all persons having or claiming to have any
right or interest in or under the Plan and/or any Option Agreement or Restricted
Stock or Restricted Stock Unit Agreement.

       

      (b)   Authority to Delegate to
Committee. The Board may delegate administration of the Plan to one or
more Committees of the Board. Each such Committee shall consist of one or more
members appointed by the Board. Subject to the foregoing, the Board may from
time to time increase the size of any such Committee and appoint additional
members, remove members (with or without cause) and appoint new members in
substitution therefor, or fill vacancies, however caused. If the Board delegates
administration of the Plan to a Committee, the Committee shall have the same
powers theretofore possessed by the Board with respect to the administration of
the Plan (and references in this Plan to the Board shall apply to the
Committee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish any such Committee at any time and revest in the Board the
previously delegated administration of the Plan.

       

      (c)   Authority to Delegate to
Officers. The Board may delegate administration of Sections 4(a)(i)
through 4(a)(v) above to the Chief Executive Officer of the Company; provided,
however, that such officer may not grant Options, Restricted Stock Awards and
Restricted Stock Unit Awards covering more than 2,250,000 shares of Stock in the
aggregate.

       

      (d)   Ten Year Grant
Period. Notwithstanding the foregoing, no Option or any Restricted Stock
or Restricted Stock Unit Award shall be granted after the expiration of ten
years from the effective date of the Plan specified in Section 15
below.

       

      (e)   Modification of Terms and
Conditions through Employment or Consulting Agreements. Notwithstanding
the provisions of any Option Agreement or any Restricted Stock or Restricted
Stock Unit Agreement, any modifications to the terms and conditions of any
Option or any Restricted Stock or Restricted Stock Unit Award permitted by
Section 4(a) with respect to any Employee or Consultant may be effected by
including the modification in an employment or consulting agreement between the
Company or a Subsidiary and the Optionee or the Restricted Stock or Restricted
Stock Unit Participant.

       

      (f)   Restricted Stock and
Restricted Stock Unit Vesting Limitations. Notwithstanding any other
provision of this Plan to the contrary, Restricted Stock and Restricted Stock
Unit Awards made to Employees or Consultants shall become vested over a period
of not less than three years (or, in the case of vesting based upon the
attainment of performance-based objectives, over a period of not less than one
year) following the date the Restricted Stock or Restricted Stock Unit Award is
made, and the Board may not waive such vesting periods on a discretionary basis
except in the case of the death, disability or retirement of the Restricted
Stock Participant or Restricted Stock Unit Participant, a Change in Control, the
terms and conditions of an employment or consulting agreement between the
Company or a Subsidiary and the Restricted Stock Participant or Restricted Stock
Unit Participant (whether entered into prior to, on or after the Effective Date
of this Plan, as provided in Section 15(a) hereof) or pursuant to Section 4(e);
provided, however, that, notwithstanding the foregoing, Restricted Stock and
Restricted Stock Unit Awards that result in the issuance of an aggregate of up
to 5% of the shares of Stock available pursuant to Section 3(a) may be granted
to any one or more Employee and/or Consultant without respect to such minimum
vesting provisions and restrictions on waiver of this Section 4(f).

       

      
        
           

        

        
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      5.  TERMS
AND CONDITIONS OF OPTIONS.

       

      Each
Option granted shall be evidenced by an Option Agreement in substantially the
form attached hereto as Annex A or such other form as may be approved by the
Board. Each Option Agreement shall include the following terms and conditions
and such other terms and conditions as the Board may deem
appropriate:

       

      (a)   Option Term. Each
Option Agreement shall specify the term for which the Option thereunder is
granted and shall provide that such Option shall expire at the end of such term.
The Board may extend such term; provided that the term of any Option, including
any such extensions, shall not exceed five years from the date of
grant.

       

      (b)   Exercise Price. Each
Option Agreement shall specify the exercise price per share, as determined by
the Board at the time the Option is granted, which exercise price shall in no
event be less than the Fair Market Value when the Option is
granted.

       

      (c)   Vesting. Each Option
Agreement shall specify when it is exercisable. The total number of shares of
Stock subject to an Option may, but need not, be allotted in periodic
installments (which may, but need not, be equal). An Option Agreement may
provide that from time to time during each of such installment periods, the
Option may become exercisable (“vest”) with respect to some or all of the shares
allotted to that period, and may be exercised with respect to some or all of the
shares allotted to such period or any prior period as to which the Option shall
have become vested but shall not have been fully exercised. An Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board
deems appropriate.

       

      (d)   Payment of Purchase Price on
Exercise. Each Option Agreement shall provide that the purchase price of
the shares as to which such Option may be exercised shall be paid to the Company
at the time of exercise either (i) in cash, or (ii) in the absolute discretion
of the Board (which discretion may be exercised in a particular case without
regard to any other case or cases), at the time of the grant or thereafter, (A)
by the withholding of shares of Stock issuable on exercise of the Option or the
delivery to the Company of other Stock owned by the Optionee, provided in either
case that the Optionee has owned shares of Stock equal in number to the shares
so withheld for a period sufficient to avoid a charge to the Company’s reported
earnings, (B) subject to compliance with applicable law, according to a deferred
payment or other arrangement (which may include, without limiting the generality
of the foregoing, the use of Stock) with the person to whom the Option is
granted or to whom the Option is transferred pursuant to Section 5(e), (C) by
delivery of a properly executed notice together with irrevocable instructions to
a broker providing for the assignment to the Company of the proceeds of a sale
or loan with respect to some or all of the Stock being acquired upon the
exercise of the Option, including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time
by the Board of Governors of the Federal Reserve System (a “cashless exercise”),
or (D) in any other form or combination of forms of legal consideration that may
be acceptable to the Board.

       

      In the
case of any deferred payment arrangement, interest shall be payable at least
annually and shall be charged at the minimum rate necessary to avoid the
treatment as interest, under any applicable provisions of the Code, of any
amounts other than amounts stated to be interest under the deferred payment
arrangement, or if less, the maximum rate permitted by law.

       

      (e)   Transferability. An
Option shall not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of by the Optionee during his or her lifetime, whether by
operation of law or otherwise, other than by will or the laws of descent and
distribution applicable to the Optionee, and shall not be made subject to
execution, attachment or similar process; provided that the Board may in its
discretion at the time of approval of the grant of an Option or thereafter
permit an Optionee to transfer an Option to a trust or other entity established
by the Optionee for estate planning purposes, and may permit further
transferability or impose conditions or limitations on any permitted
transferability. Otherwise, during the lifetime of an Optionee, an Option shall
be exercisable only by such Optionee. In the event any Option is to be exercised
by the executors, administrators, heirs or distributees of the estate of a
deceased Optionee, or such an Optionee’s beneficiary, in any such case pursuant
to the terms and conditions of the Plan and the applicable Option Agreement and
in accordance with such terms and conditions as may be specified from time to
time by the Board, the Company shall be under no obligation to issue Stock
thereunder unless and until the Board is satisfied that the person to receive
such Stock is the duly appointed legal representative of the deceased Optionee’s
estate or the proper legatee or distributee thereof or the named beneficiary of
such Optionee.

       

      
        
           

        

        
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      (f)   Exercise of Option After
Death of Optionee. If an Optionee dies (i) while an Employee, Director or
Consultant, or (ii) within three months after termination of the Optionee’s
Continuous Status as an Employee, Director or Consultant because of his or her
Disability or retirement, his or her Options may be exercised (to the extent
that the Optionee was entitled to do so on the date of death or termination) by
the Optionee’s estate or by a person who shall have acquired the right to
exercise the Options by bequest or inheritance, but only within the period
ending on the earlier of (A) one year after the Optionee’s death (or such
shorter or longer period specified in the Option Agreement, which period shall
not be less than six months), or (B) the expiration date specified in the Option
Agreement. If, after the Optionee’s death, the Optionee’s estate or the person
who acquired the right to exercise the Optionee’s Options does not exercise the
Options within the time specified herein, the Options shall terminate and the
shares covered by such Options shall revert to and again become available for
issuance under the Plan.

       

      (g)   Exercise of Option After
Termination of Optionee’s Continuous Status as an Employee, Director or
Consultant as a Result of Disability or Retirement. If an Optionee’s
Continuous Status as an Employee, Director or Consultant terminates as a result
of the Optionee’s Disability or retirement, and the Optionee does not die within
the following three months, the Optionee may exercise his or her Options (to the
extent that the Optionee was entitled to exercise them on the date of
termination), but only within the period ending on the earlier of (i) six months
after Disability or retirement (or such longer period specified in the Option
Agreement), and (ii) the expiration of the term set forth in the Option
Agreement. If, after termination, the Optionee does not exercise his or her
Options within the time specified herein, the Options shall terminate, and the
shares covered by such Options shall revert to and again become available for
issuance under the Plan.

       

      (h)   No Exercise of Option After
Termination of Optionee’s Continuous Status as an Employee, Director or
Consultant Other Than as a Result of Death, Disability or Retirement. If
an Optionee’s Continuous Status as an Employee, Director or Consultant
terminates other than as a result of the Optionee’s death, Disability or
retirement, all right of the Optionee to exercise his or her Options shall
terminate on the date of termination of such Continuous Status as an Employee,
Director or Consultant. The Options shall terminate on such termination date,
and the shares covered by such Options shall revert to and again become
available for issuance under the Plan.

       

      (i)   Exceptions. Notwithstanding
subsections (f), (g) and (h), the Board shall have the authority to extend the
expiration date of any outstanding Option in circumstances in which it deems
such action to be appropriate, provided that no such extension shall extend the
term of an Option beyond the expiration date of the term of such Option as set
forth in the Option Agreement.

       

      (j)   Company’s Repurchase Right
or Option Shares. Each Option Agreement may, but is not required to,
include provisions whereby the Company shall have the right to repurchase any
and all shares acquired by an Optionee on exercise of any Option granted under
the Plan, at such price and on such other terms and conditions as the Board may
approve and as may be set forth in the Option Agreement. Such right shall be
exercisable by the Company after termination of an Optionee’s Continuous Status
as an Employee, Director or Consultant, whenever such termination may occur and
whether such termination is voluntary or involuntary, with cause or without
cause, without regard to the reason therefor, if any.

       

      6.  TERMS
AND CONDITIONS OF RESTRICTED STOCK AWARDS.

       

      (a)   Restricted Stock Award
Agreement. Each Restricted Stock Award shall be evidenced by a Restricted
Stock Agreement in substantially the form attached hereto as Annex B or such
other form as may be approved by the Board. Each Restricted Stock Agreement
shall be executed by the Company and the Restricted Stock Participant to whom
such Restricted Stock Award has been granted, unless the Restricted Stock
Agreement provides otherwise; two or more Restricted Stock Awards granted to a
single Restricted Stock Participant may, however, be combined in a single
Restricted Stock Agreement. A Restricted Stock Agreement shall not be a
precondition to the granting of a Restricted Stock Award; no person shall have
any rights under any Restricted Stock Award, however, unless and until the
Restricted Stock Participant to whom the Restricted Stock Award shall have been
granted (i) shall have executed and delivered to the Company a Restricted Stock
Agreement or other instrument evidencing the Restricted Stock Award, unless such
Restricted Stock Agreement provides otherwise, (ii) has satisfied the applicable
federal, state, local and/or foreign income and employment withholding tax
liability with respect to the shares of Stock which vest or become issuable
under the Restricted Stock Award, and (iii) has otherwise complied with the
applicable terms and conditions of the Restricted Stock Award.

       

      
        
           

        

        
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      (b)  Restricted Stock Awards
Subject to Plan. All Restricted Stock Awards under the Plan shall be
subject to all the applicable provisions of the Plan, including the following
terms and conditions, and to such other terms and conditions not inconsistent
therewith, as the Board shall determine and which are set forth in the
applicable Restricted Stock Agreement.

       

      (i)    The
Restricted Stock subject to a Restricted Stock Award shall entitle the
Restricted Stock Participant to receive shares of Restricted Stock, which vest
over the Restriction Period. The Board shall have the discretionary authority to
authorize Restricted Stock Awards and determine the Restriction Period for each
such award.

       

      (ii)   Subject to
the terms and restrictions of this Section 6 or the applicable Restricted Stock
Agreement or as otherwise determined by the Board, upon delivery of Restricted
Stock to a Restricted Stock Participant, or upon creation of a book entry
evidencing a Restricted Stock Participant’s ownership of shares of Restricted
Stock, pursuant to Section 6(f), the Restricted Stock Participant shall have all
of the rights of a stockholder with respect to such shares.

       

      (c)  Cash Payment. The
Board may make any such Restricted Stock Award without the requirement of any
cash payment from the Restricted Stock Participant to whom such Restricted Stock
Award is made, or may require a cash payment from such a Restricted Stock
Participant in an amount no greater than the aggregate Fair Market Value of the
Restricted Stock as of the date of grant in exchange for, or as a condition
precedent to, the completion of such Restricted Stock Award and the issuance of
such shares of Restricted Stock.

       

      (d)  Transferability. During
the Restriction Period stated in the Restricted Stock Agreement, the Restricted
Stock Participant who receives a Restricted Stock Award shall not be permitted
to sell, transfer, pledge, assign, encumber or otherwise dispose of such
Restricted Stock whether by operation of law or otherwise and shall not be made
subject to execution, attachment or similar process. Any attempt by such
Restricted Stock Participant to do so shall constitute the immediate and
automatic forfeiture of such Restricted Stock Award. Notwithstanding the
foregoing, the Restricted Stock Agreement may permit the payment or distribution
of a Restricted Stock Participant’s Award (or any portion thereof) after his or
her death to the beneficiary most recently named by such Restricted Stock
Participant in a written designation thereof filed with the Company, or, in lieu
of any such surviving beneficiary, as designated by the Restricted Stock
Participant by will or by the laws of descent and distribution. In the event any
Restricted Stock Award is to be paid or distributed to the executors,
administrators, heirs or distributees of the estate of a deceased Restricted
Stock Participant, or such a Restricted Stock Participant’s beneficiary, in any
such case pursuant to the terms and conditions of the Plan and the applicable
Restricted Stock Agreement and in accordance with such terms and conditions as
may be specified from time to time by the Board, the Company shall be under no
obligation to issue Stock thereunder unless and until the Board is satisfied
that each person to receive such Stock is the duly appointed legal
representative of the deceased Restricted Stock Participant’s estate or the
proper legatee or distributee thereof or the named beneficiary of such
Restricted Stock Participant.

       

      (e)  Forfeiture of Restricted
Stock. If, during the Restriction Period, the Restricted Stock
Participant’s Continuous Status as an Employee, Director or Consultant
terminates for any reason, all of such Restricted Stock Participant’s shares of
Restricted Stock as to which the Restriction Period has not yet expired shall be
forfeited and revert to the Plan, unless the Board has provided otherwise in the
Restricted Stock Agreement or in an employment or consulting agreement with the
Restricted Stock Participant, or the Board, in its discretion, otherwise
determines to waive such forfeiture.

       

      (f)  Receipt of Stock
Certificates. Each Restricted Stock Participant who receives a Restricted
Stock Award shall be issued one or more stock certificates in respect of such
shares of Restricted Stock. Any such stock certificates for shares of Restricted
Stock shall be registered in the name of the Restricted Stock Participant but
shall be appropriately legended and returned to the Company or its agent by the
recipient, together with a stock power or other appropriate instrument of
transfer, endorsed in blank by the recipient. Notwithstanding anything in the
foregoing to the contrary, in lieu of the issuance of certificates for any
shares of Restricted Stock during the applicable Restriction Period, a “book
entry” (i.e., a computerized or manual entry) may be made in the records of the
Company, or its designated agent, as the Board, in its discretion, may deem
appropriate, to evidence the ownership of such shares of Restricted Stock in the
name of the applicable Restricted Stock Participant. Such records of the Company
or such agent shall, absent manifest error, be binding on all Restricted Stock
Participants hereunder. The holding of shares of Restricted Stock by the Company
or its agent, or the use of book entries to evidence the ownership of shares of
Restricted Stock, in accordance with this Section 6(f), shall not affect the
rights of Restricted Stock Participants as owners of their shares of Restricted
Stock, nor affect the Restriction Period applicable to such shares under the
Plan or the Restricted Stock Agreement.

       

      
        
           

        

        
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      (g)  Dividends. A
Restricted Stock Participant who holds outstanding shares of Restricted Stock
shall not be entitled to any dividends paid thereon, other than dividends in the
form of the Company’s stock.

       

      (h)  Expiration of Restriction
Period. A Restricted Stock Participant’s shares of Restricted Stock shall
become free of the foregoing restrictions on the earlier of a Change in Control
or the expiration of the applicable Restriction Period, and the Company shall,
subject to Sections 8(a) and 8(b), then deliver stock certificates evidencing
such Stock to such Restricted Stock Participant. Such certificates shall be
freely transferable, subject to any market black-out periods which may be
imposed by the Company from time to time or insider trading policies to which
the Restricted Stock Participant may at the time be subject.

       

      (i)  Substitution of Restricted
Stock Awards. The Board may accept the surrender of outstanding shares of
Restricted Stock (to the extent that the Restriction Period or other
restrictions applicable to such shares have not yet lapsed) and grant new
Restricted Stock Awards in substitution for such Restricted Stock.

       

      7.  TERMS
AND CONDITIONS OF RESTRICTED STOCK UNIT AWARDS.

       

      (a) Restricted Stock Unit Award
Agreement. Each Restricted Stock Unit Award shall be evidenced by a
Restricted Stock Unit Agreement in substantially the form attached hereto as
Annex C or such other form as may be approved by the Board. Each Restricted
Stock Unit Agreement shall be executed by the Company and the Restricted Stock
Unit Participant to whom such Restricted Stock Unit Award has been granted,
unless the Restricted Stock Unit Agreement provides otherwise; two or more
Restricted Stock Unit Awards granted to a single Restricted Stock Unit
Participant may, however, be combined in a single Restricted Stock Unit
Agreement. A Restricted Stock Unit Agreement shall not be a precondition to the
granting of a Restricted Stock Unit Award; however, no person shall be entitled
to receive any shares of Stock pursuant to a Restricted Stock Unit Award unless
and until the Restricted Stock Unit Participant to whom the Restricted Stock
Unit Award shall have been granted (i) shall have executed and delivered to the
Company a Restricted Stock Unit Agreement or other instrument evidencing the
Restricted Stock Unit Award, unless such Restricted Stock Unit Agreement
provides otherwise, (ii) has satisfied the applicable federal, state, local
and/or foreign income and employment withholding tax liability with respect to
the shares of Stock which vest or become issuable under the Restricted Stock
Unit Award and (iii) has otherwise complied with all the other applicable terms
and conditions of the Restricted Stock Unit Award.

       

      (b) Restricted Stock Unit Awards
Subject to Plan. All Restricted Stock Unit Awards under the Plan shall be
subject to all the applicable provisions of the Plan, including the following
terms and conditions, and to such other terms and conditions not inconsistent
therewith, as the Board shall determine and which are set forth in the
applicable Restricted Stock Unit Agreement.

       

      (i)    The
Restricted Stock Units subject to a Restricted Stock Unit Award shall entitle
the Restricted Stock Unit Participant to receive the shares of Stock underlying
those Units upon the attainment of designated performance goals or the
satisfaction of specified employment or service requirements or upon the
expiration of a designated time period following the attainment of such goals or
the satisfaction of the applicable service period. The Board shall have the
discretionary authority to determine the performance milestones or service
period required for the vesting of the Restricted Stock Units and the date or
dates when the shares of Stock which vest under those Restricted Stock Units are
actually to be issued. The Board may alternatively provide the Restricted Stock
Unit Participant with the right to elect the issue date or dates for the shares
of Stock which vest under his or her Restricted Stock Unit Award. The issuance
of vested shares under the Restricted Stock Unit Award may be deferred to a date
following the termination of the Restricted Stock Unit Participant’s employment
or service with the Company and its Subsidiaries.

       

      
        
           

        

        
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      (ii)   The
Restricted Stock Unit Participant shall not have any stockholder rights with
respect to the shares of Stock subject to his or her Restricted Stock Unit Award
until that Award vests and the shares of Stock are actually issued thereunder.
However, dividend-equivalent units may, in the sole discretion of the Board, be
paid or credited, either in cash or in actual or phantom shares of Stock, on one
or more outstanding Restricted Stock Units, subject to such terms and conditions
as the Board may deem appropriate.

       

      (iii)  An outstanding
Restricted Stock Unit Award shall automatically terminate, and no shares of
Stock shall actually be issued in satisfaction of that Award, if the performance
goals or service requirements established for such Award are not attained or
satisfied. The Board, however, shall have the discretionary authority to issue
vested shares of Stock under one or more outstanding Restricted Stock Unit
Awards as to which the designated performance goals or service requirements have
not been attained or satisfied.

       

      (iv)   Service
requirements for the vesting of Restricted Stock Unit Awards may include service
as an Employee, Consultant or non-employee Director.

       

      (c) No Cash
Payment. Restricted Stock Unit Awards shall not require any cash payment
from the Restricted Stock Unit Participant to whom such Restricted Stock Unit
Award is made, either at the time such Award is made or at the time any shares
of Stock become issuable under that Award. However, the issuance of such shares
shall be subject to the Restricted Stock Unit Participant’s satisfaction of all
applicable federal, state, local and/or foreign income and employment
withholding taxes.

       

      (d) Transferability. The
Restricted Stock Unit Participant who receives a Restricted Stock Unit Award
shall not be permitted to sell, transfer, pledge, assign, encumber or otherwise
dispose of his or her interest in such Award or the underlying shares of Stock,
whether by operation of law or otherwise, and such Award shall not be made
subject to execution, attachment or similar process. Any attempt by such
Restricted Stock Unit Participant to do so shall constitute the immediate and
automatic forfeiture of such Restricted Stock Unit Award. Notwithstanding the
foregoing, any shares of Stock which vest under the Restricted Stock Unit
Agreement but which remain unissued at the time of the Restricted Stock Unit
Participant’s death shall be issued to the beneficiary most recently named by
such Restricted Stock Unit Participant in a written designation thereof filed
with the Company, or, in lieu of any such surviving beneficiary, as designated
by the Restricted Stock Unit Participant by will or by the laws of descent and
distribution. In the event such vested shares of Stock are to be issued to the
executors, administrators, heirs or distributees of the estate of a deceased
Restricted Stock Unit Participant, or his or her designated beneficiary, in any
such case pursuant to the terms and conditions of the Plan and the applicable
Restricted Stock Unit Agreement and in accordance with such terms and conditions
as may be specified from time to time by the Board, the Company shall be under
no obligation to effect such issuance unless and until the Board is satisfied
that each person to receive such Stock is the duly appointed legal
representative of the deceased Restricted Stock Unit Participant’s estate or the
proper legatee or distributee thereof or the named beneficiary of such
Restricted Stock Unit Participant.

       

      (e) Forfeiture of Restricted
Stock Units. If the Restricted Stock Unit Participant’s Continuous Status
as an Employee, Director or Consultant terminates for any reason, all of the
Restricted Stock Units subject to his or her outstanding Restricted Stock Unit
Awards shall, to the extent not vested at that time, be forfeited, and no shares
of Stock shall be issued pursuant to those forfeited Restricted Stock Units,
unless the Board has provided in the Restricted Stock Unit Agreement or in an
employment or consulting agreement with the Restricted Stock Unit Participant
that no such forfeiture shall occur, or the Board, in its sole discretion,
otherwise determines to waive such forfeiture.

       

      (f) Issuance of Stock
Certificates. Each Restricted Stock Unit Participant who becomes entitled
to an issuance of shares of Stock following the vesting of his or her Restricted
Stock Unit Award shall, subject to Sections 8(a) and 8(b), be issued one or more
stock certificates for those shares. Subject to such Sections 8(a) and 8(b),
each such stock certificate shall be registered in the name of the Restricted
Stock Unit Participant and shall be freely transferable, subject to any market
black-out periods which may be imposed by the Company from time to time or
insider trading policies to which the Restricted Stock Unit Participant may at
the time be subject.

       

      
        
           

        

        
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      8.  CONDITIONS
ON EXERCISE OF OPTIONS AND ISSUANCE OF SHARES.

       

      (a) Securities Law
Compliance. The Plan, the grant of Options and Restricted Stock or
Restricted Stock Unit Awards thereunder, the exercise of Options thereunder and
the obligation of the Company to issue shares of Stock on the exercise of
Options, at the expiration of the applicable Restriction Period for Restricted
Stock or upon the occurrence of the designated issuance date for shares of Stock
subject to vested Restricted Stock Units, shall be subject to all applicable
Federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required, in the opinion of the Board.
Options may not be exercised, Restricted Stock and Restricted Stock Unit Awards
may not be granted, and shares of Stock may not be issued if any such action
would constitute a violation of any applicable federal, state or foreign
securities laws or other law or regulations or the requirements of any stock
exchange or market system upon which the Stock may then be listed. No Option may
be exercised unless (i) a registration statement under the Securities Act shall
at the time of exercise of the Option be in effect with respect to the shares
issuable upon exercise of the Option or (ii) in the opinion of legal counsel to
the Company, the shares issuable upon exercise of the Option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act. No Stock may be issued in connection with a
Restricted Stock or Restricted Stock Unit Award unless (i) a registration
statement under the Securities Act shall at the time of issuance of the Stock be
in effect with respect to the shares of Stock to be issued or (ii) in the
opinion of legal counsel to the Company, the shares of Stock to be issued on
expiration of the applicable Restriction Period or upon the designated issuance
date for vested Restricted Stock Units may be issued in accordance with the
terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company’s legal counsel
to be necessary to the lawful issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the failure to issue or sell
such shares as to which such requisite authority shall not have been obtained.
As a condition to the exercise of any Option and the issuance of any Stock in
connection with a Restricted Stock or Restricted Stock Unit Award, the Company
may require the Optionee or the Restricted Stock or Restricted Stock Unit
Participant to satisfy any qualifications that may be necessary or appropriate
to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.

       

      (b) Investment
Representations. The Company may require any Optionee or a Restricted
Stock or Restricted Stock Unit Participant, or any person to whom an Option or
Restricted Stock or Restricted Stock Unit Award is transferred, as a condition
of exercising such Option or receiving shares of Stock pursuant to such
Restricted Stock or Restricted Stock Unit Award, to (A) give written assurances
satisfactory to the Company as to such person’s knowledge and experience in
financial and business matters or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Option or receiving such Stock, and (B) to give written
assurances satisfactory to the Company stating that such person is acquiring the
Stock for such person’s own account and not with any present intention of
selling or otherwise distributing the Stock. The foregoing requirements, and any
assurances given pursuant to such requirements, shall not apply if (1) the
issuance of the Stock has been registered under a then currently effective
registration statement under the Securities Act, or (2) counsel for the Company
determines as to any particular requirement that such requirement need not be
met in the circumstances under the then applicable securities laws. The Company
may, with the advice of its counsel, place such legends on stock certificates
issued under the Plan as the Company deems necessary or appropriate to comply
with applicable securities laws, including, but not limited to, legends
restricting the transfer of the Stock.

       

      9.  ADJUSTMENTS
ON CERTAIN EVENTS.

       

      (a) No Effect on Powers of Board
or Shareholders. The existence of the Plan and any Options or any
Restricted Stock or Restricted Stock Unit Awards granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the capital structure or business of the Company or any of its
subsidiaries, any merger or consolidation of the Company or a subsidiary of the
Company, any issue of debt, preferred or prior preference stock ahead of or
affecting Stock, the authorization or issuance of additional shares of Stock,
the dissolution or liquidation of the Company or its subsidiaries, any sale or
transfer of all or part of its assets or business or any other corporate act or
proceeding.

       

      
        
           

        

        
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      (b) Changes in
Control.

       

      (i)    Options. Each Option
Agreement shall provide that in the event that the Company is subject to a
Change in Control:

       

      (A) immediately prior thereto
all outstanding Options shall be automatically accelerated and become
immediately exercisable as to all of the shares of Stock covered thereby,
notwithstanding anything to the contrary in the Plan or the Option Agreement;
and

       

      (B) the Board may, in its
discretion, and on such terms and conditions as it deems appropriate, by
resolution adopted by the Board or by the terms of any agreement of sale, merger
or consolidation giving rise to the Change in Control, provide that, without
Optionee’s consent, the shares subject to an Option may (1) continue as an
immediately exercisable Option of the Company (if the Company is the surviving
corporation), (2) be assumed as immediately exercisable Options by the surviving
corporation or its parent, (3) be substituted by immediately exercisable options
granted by the surviving corporation or its parent with substantially the same
terms for the Option, or (4) be cancelled after payment to the Optionee of an
amount in cash or other consideration delivered to stockholders of the Company
in the transaction resulting in a Change in Control of the Company equal to the
total number of shares subject to the Option multiplied by the remainder of (i)
the amount per share to be received by holders of the Company’s Stock in the
sale, merger or consolidation, minus (ii) the exercise price per share of the
shares subject to the Option.

       

      (ii)  Restricted Stock
Awards. Each Restricted Stock Agreement shall provide that, immediately
prior to a Change in Control, all restrictions imposed by the Board on any
outstanding Restricted Stock Award shall be automatically canceled, the
Restriction Period applicable to all outstanding Restricted Stock Awards shall
immediately terminate, and such Restricted Stock Awards shall be fully vested,
subject to the Restricted Stock Participant’s satisfaction of all applicable
federal, state, local and/or foreign income and employment withholding taxes.
Any applicable performance goals shall be deemed achieved at not less than the
target level, notwithstanding anything to the contrary in the Plan or the
Restricted Stock Agreement.

       

      (iii) Restricted Stock Unit
Awards. Each Restricted Stock Unit Agreement shall provide that,
immediately upon a Change in Control, the Restricted Stock Units subject to such
Agreement shall automatically vest in full, and the shares subject to those
vested Restricted Stock Units shall be issued, notwithstanding any deferred
issuance date otherwise in effect at the time for such shares, subject to the
Restricted Stock Unit Participant’s satisfaction of all applicable federal,
state, local and/or foreign income and employment withholding taxes.
Accordingly, all performance milestones or service requirements in effect for
those Restricted Stock Units shall be deemed to have been fully achieved or
completed, notwithstanding anything to the contrary in the Plan or the
Restricted Stock Unit Agreement.

       

      (c) Adjustment Of
Shares. The aggregate number, class and kind of shares of stock available
for issuance under the Plan, the aggregate number, class and kind of shares of
stock as to which Restricted Stock or Restricted Stock Unit Awards may be
granted, the limitation set forth in Section 4(c) on the number of shares of
Stock that may be issued by a single officer under the Plan, the number, class
and kind of shares under each outstanding Restricted Stock or Restricted Stock
Unit Award, the exercise price of each Option and the number of shares
purchasable on exercise of such Option shall be appropriately adjusted by the
Board in its discretion to preserve the benefits or potential benefits intended
to be made available under the Plan or with respect to any outstanding Options
or any outstanding Restricted Stock or Restricted Stock Unit Awards or otherwise
necessary to reflect any such change, if the Company shall (i) pay a dividend
in, or make a distribution of, shares of Stock (or securities convertible into,
exchangeable for or otherwise entitling a holder thereof to receive Stock), or
evidences of indebtedness or other property or assets, on outstanding Stock,
(ii) subdivide the outstanding shares of Stock into a greater number of shares,
(iii) combine the outstanding shares of Stock into a smaller number of shares or
(iv) issue any shares of its capital stock in a reclassification of the Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the resulting corporation). An adjustment made
pursuant to this Section 9(c) shall, in the case of a dividend or distribution,
be made as of the record date therefor and, in the case of a subdivision,
combination or reclassification, be made as of the effective date thereof. In
case of any adjustment pursuant to this Section 9(c) with respect to an Option,
the total number of shares and the number of shares or other units of such other
securities purchasable on exercise of the Option immediately prior thereto shall
be adjusted so that the Optionee shall be entitled to receive at the same
aggregate purchase price the number of shares of Stock and the number of shares
or other units of such other securities that the Optionee would have owned or
would have been entitled to receive immediately following the occurrence of any
of the events described above had the Option been exercised in full immediately
prior to the occurrence (or applicable record date) of such event. If, as a
result of any adjustment pursuant to this Section 9(c), the Optionee shall
become entitled to receive shares of two or more classes or series of securities
of the Company, the Board shall equitably determine the allocation of the
adjusted exercise price between or among shares or other units of such classes
or series and shall notify the Optionee of such allocation. Any new or
additional shares or securities received by a Restricted Stock Participant shall
be subject to the same terms and conditions, including the Restriction Period,
as related to the original Restricted Stock Award.

       

      
        
           

        

        
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      (d) Receipt of Assets Other Than
Stock. If at any time, as a result of an adjustment made pursuant to this
Section 9, an Optionee or a Restricted Stock or Restricted Stock Unit
Participant shall become entitled to receive any shares of capital stock or
shares or other units of other securities or property or assets other than
Stock, the number of such other shares or units so receivable on any exercise of
the Option or expiration of the Restriction Period or the designated issuance
date for the securities subject to vested Restricted Stock Units shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the shares of Stock
in this Section 9, and the provisions of this Plan with respect to the shares of
Stock shall apply, with necessary changes in points of detail, on like terms to
any such other shares or units.

       

      (e) Fractional
Shares. All calculations under this Section 9 shall be, in the case of
exercise price, rounded up to the nearest cent or, in the case of shares,
rounded down to the nearest one-hundredth of a share, but in no event shall the
Company be obligated to issue any fractional share.

       

      (f) Inability to Prevent Acts
Described in Section 9; Uniformity of Actions Not Required. No Optionee
and no Restricted Stock or Restricted Stock Unit Participant shall have or be
deemed to have any right to prevent the consummation of the acts described in
this Section 9 affecting the number of shares of Stock subject to any Option or
any Restricted Stock or Restricted Stock Unit Award held by the Optionee or the
Restricted Stock or Restricted Stock Unit Participant. Any actions or
determinations by the Board under this Section 9 need not be uniform as to all
outstanding Options or outstanding Restricted Stock or Restricted Stock Unit
Awards, and need not treat all Optionees or all Restricted Stock or Restricted
Stock Unit Participants identically.

       

      10.  TAX
WITHHOLDING OBLIGATIONS.

       

      (a) General
Authorization. The Company is authorized to take whatever actions are
necessary and proper to satisfy all obligations of Optionees and Restricted
Stock and Restricted Stock Unit Participants (including, for purposes of this
Section 10, any other person entitled to exercise an Option or receive shares of
Stock pursuant to a Restricted Stock or Restricted Stock Unit Award under the
Plan) for the payment of all federal, state, local and/or foreign taxes in
connection with any Option grant or exercise, any Restricted Stock Award or any
Stock issuance pursuant to a vested Restricted Stock Unit Award (including, but
not limited to, actions pursuant to the following Section 10(b)).

       

      (b) Withholding Requirement
and Procedure.

       

      (i)  Options. Whenever the
Company proposes or is required to issue or transfer shares of Stock with
respect to an Option, the Company shall have the right to require the grantee to
remit to the Company an amount sufficient to satisfy any federal, state and/or
local withholding tax requirements prior to the delivery of any certificate or
certificates for such shares, including, for each Optionee who is an Employee,
the employee portion of the FICA (Social Security and Medicare) taxes.
Alternatively, the Company may issue or transfer such shares net of the number
of shares sufficient to satisfy the minimum withholding tax requirements. For
withholding tax purposes, the shares of Stock shall be valued on the date the
withholding obligation is incurred.

       

      (ii)  Restricted
Stock. Each Restricted Stock Participant shall, no later than the date as
of which the value of the Restricted Stock Award first becomes includible in the
gross income of the Restricted Stock Participant for income tax purposes, pay to
the Company in cash, or make arrangements satisfactory to the Company regarding
payment to the Company of, any taxes of any kind required by law to be withheld
with respect to the Stock or other property subject to such Restricted Stock
Award, including, for each Restricted Stock Participant who is an Employee, the
employee portion of the FICA (Social Security and Medicare) taxes applicable to
the shares of Stock or other property. No Stock shall be delivered to a
Restricted Stock Participant with respect to a Restricted Stock Award until such
payment or arrangement has been made. The Company shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Restricted Stock Participant. Notwithstanding the above,
the Board may, in its discretion and pursuant to procedures approved by the
Board, permit the Restricted Stock Participant to elect withholding by the
Company of Stock or other property otherwise deliverable to such Restricted
Stock Participant pursuant to his or her Restricted Stock Award, provided,
however, that the amount of any Stock so withheld shall not exceed the amount
necessary to satisfy the Company’s required tax withholding obligations using
the minimum statutory withholding rates for federal, state and/or local tax
purposes, including payroll taxes, that are applicable to supplemental taxable
income in full or partial satisfaction of such tax obligations, based on the
Fair Market Value of the Stock on the payment date.

       

      
        
           

        

        
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      (c) Section 83(b)
Election. If a Restricted Stock Participant makes an election under Code
Section 83(b), or any successor section thereto, to be taxed with respect to a
Restricted Stock Award as of the date of transfer of the Restricted Stock rather
than as of the date or dates on which the Restricted Stock Participant would
otherwise be taxable under Code Section 83(a), such Restricted Stock Participant
shall deliver a copy of such election to the Company immediately after filing
such election with the Internal Revenue Service. Neither the Company nor any of
its affiliates shall have any liability or responsibility relating to or arising
out of the filing or not filing of any such election or any defects in its
construction.

       

      (d) Restricted Stock
Units. Each Restricted Stock Unit Participant shall comply with the
following tax withholding requirements:

       

      (i)  Income Taxes. The
Restricted Stock Unit Participant shall no later than the date as of which the
shares of Stock which vest under his or her vested Restricted Stock Unit Award
first becomes includible in his or her gross income for income tax purposes, pay
to the Company in cash, or make arrangements satisfactory to the Company
regarding payment to the Company of, any income taxes required by law to be
withheld with respect to the Stock or other property issuable pursuant to such
vested Restricted Stock Unit Award.

       

      (ii) Employment Taxes. Any
Restricted Stock Unit Participant who is an Employee shall be liable for the
payment of the employee portion of the FICA (Social Security and Medicare) taxes
applicable to the shares of Stock subject to his or her Restricted Stock Unit
Award at the time those shares vest. The FICA taxes shall be based upon the Fair
Market Value of the shares of Stock on the date those shares vest under the
Restricted Stock Unit Award.

       

       No Stock
shall be delivered to a Restricted Stock Unit Participant with respect to a
Restricted Stock Unit Award until such income and employment withholding taxes
have been collected. The Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
such Restricted Stock Unit Participant. Notwithstanding the above, the Board
may, in its discretion and pursuant to procedures approved by the Board, permit
the Restricted Stock Unit Participant to satisfy the federal, state and local
income withholding taxes applicable to the issued shares of Stock, together with
any FICA withholding taxes due at the time of such Stock issuance, by having the
Company withhold shares of Stock (based on the Fair Market Value of the Stock on
the issuance date) or other property otherwise deliverable to such Restricted
Stock Unit Participant in settlement of his or her vested Restricted Stock Unit
Award, provided, however, that the amount of any Stock so withheld shall not
exceed the amount necessary to satisfy the Company’s required income tax
withholding obligations using the minimum statutory withholding rates for
federal, state and/or local tax purposes, that are applicable to supplemental
taxable income

       

      11.  AMENDMENT,
TERMINATION OR SUSPENSION OF THE PLAN.

       

      (a) Amendment, Termination or
Suspension of Plan. The Board, at any time and from time to time, may
terminate, amend or modify the Plan; provided, however, that to the extent
necessary and desirable to comply with any applicable law, regulation, or stock
exchange rule, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required; provided further,
however, that unless otherwise required by law or specifically provided herein,
no such termination, amendment or alteration shall be made that would materially
impair the previously accrued rights of any Optionee or any Restricted Stock or
Restricted Stock Unit Participant with respect to his or her Option or his or
her Restricted Stock or Restricted Stock Unit Award without his or her written
consent.

       

      
        
           

        

        
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      (b) Amendment of Options and
Restricted Stock and Restricted Stock Unit Awards. The Board may amend
the terms of any Option or any Restricted Stock or Restricted Stock Unit Award
previously granted, including any Option Agreement or any Restricted Stock or
Restricted Stock Unit Agreement, retroactively or prospectively, but no such
amendment shall materially impair the previously accrued rights of any Optionee
or any Restricted Stock or Restricted Stock Unit Participant with respect to any
such Option or any Restricted Stock or Restricted Stock Unit Award without his
or her written consent.

       

      (c) Automatic Termination of
Plan. Unless sooner terminated, the Plan shall terminate on the date that
the aggregate the total number of shares of Stock subject to the Plan have been
issued pursuant to the Plan’s provisions, and no shares covered by a Restricted
Stock Award are any longer subject to any Restriction Period.

       

      12.  RIGHTS
OF EMPLOYEES, DIRECTORS, CONSULTANTS AND OTHER PERSONS.

       

      Neither
this Plan nor any Options or Restricted Stock or Restricted Stock Unit Awards
shall confer on any Optionee, Restricted Stock or Restricted Stock Unit
Participant or other person:

       

      (a) Any rights or claims under
the Plan except in accordance with the provisions of the Plan and the applicable
agreement;

       

      (b) Any right with respect to
continuation of employment by the Company or any Subsidiary or engagement as a
Consultant or Director, nor shall they interfere in any way with the right of
the Company or any Subsidiary that employs or engages an Optionee or a
Restricted Stock or Restricted Stock Unit Participant to terminate that person’s
employment or engagement at any time with or without cause.

       

      (c) Any right to be selected
to participate in the Plan or to be granted an Option or a Restricted Stock or
Restricted Stock Unit Award; or

       

      (d) Any right to receive any
bonus, whether payable in cash or in Stock, or in any combination thereof, from
the Company or its subsidiaries, nor be construed as limiting in any way the
right of the Company or its subsidiaries to determine, in its sole discretion,
whether or not it shall pay any employee or consultant bonus, and, if so paid,
the amount thereof and the manner of such payment.

       

      13.  COMPLIANCE
WITH SECTION 16 OF THE EXCHANGE ACT.

       

      So long
as a class of the Company’s equity securities is registered under Section 12 of
the Exchange Act, the Company intends that the Plan shall comply in all respects
with Rule 16b-3. If during such time any provision of this Plan is found not to
be in compliance with Rule 16b-3, that provision shall be deemed to have been
amended or deleted as and to the extent necessary to comply with Rule 16b-3, and
the remaining provisions of the Plan shall continue in full force and effect
without change. All transactions under the Plan during such time shall be
executed in accordance with the requirements of Section 16 of the Exchange Act
and the applicable regulations promulgated thereunder.

       

      14.  LIMITATION
OF LIABILITY AND INDEMNIFICATION.

       

      (a) Contractual Liability
Limitation. Any liability of the Company or its subsidiaries to any
Optionee or any Restricted Stock or Restricted Stock Unit Participant with
respect to any Option or any Restricted Stock or Restricted Stock Unit Award
shall be based solely on contractual obligations created by the Plan and the
Option Agreements and the Restricted Stock or Restricted Stock Unit Agreements
outstanding thereunder.

       

      (b) Indemnification. In
addition to such other rights of indemnification as they may have as Directors
or officers, Directors and officers to whom authority to act for the Board or
the Company is delegated shall be indemnified by the Company against all
reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan, or any right granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such person
is liable for gross negligence, bad faith or intentional misconduct in duties;
provided, however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Company, in writing,
the opportunity at its own expense to handle and defend the same.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      15.  MISCELLANEOUS

       

      (a) Effective Date. The
effective date of the Plan shall be the date the Plan is approved by the
stockholders of the Company or such later date as shall be determined by the
Board.

       

      (b) Acceptance of Terms and
Conditions of Plan  By accepting any benefit under the Plan, each
Optionee and each Restricted Stock or Restricted Stock Unit Participant and each
person claiming under or through such Optionee or such Restricted Stock or
Restricted Stock Unit Participant shall be conclusively deemed to have indicated
their acceptance and ratification of, and consent to, all of the terms and
conditions of the Plan and any action taken under the Plan by the Company, the
Board or the Committee, in any case in accordance with the terms and conditions
of the Plan.

       

      (c) No Effect on Other
Arrangements. Neither the adoption of the Plan nor anything contained
herein shall affect any other compensation or incentive plans or arrangements of
the Company or its subsidiaries, or prevent or limit the right of the Company or
any subsidiary to establish any other forms of incentives or compensation for
their Employees, Directors or Consultants or grant or assume restricted stock or
other rights otherwise than under the Plan.

       

      (d) Choice of Law. The
Plan shall be governed by and construed in accordance with the laws of the State
of California, without regard to such state’s conflict of law provisions, and,
in any event, except as superseded by applicable Federal law.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

         

      

      Annex A

       

      NONQUALIFIED STOCK OPTION
AGREEMENT

       

      Dear
__________________:

       

      Waste
Connections, Inc. (the “Company”), pursuant to its Second Amended and Restated
2004 Equity Incentive Plan (as amended and restated) (the “Plan”), has granted
to you an option to purchase shares of the common stock of the Company
(“Stock”). This option is not intended to qualify and will not be treated as an
“incentive stock option” within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).

       

      The grant
under this Nonqualified Stock Option Agreement (the “Agreement”) is in
connection with and in furtherance of the Company’s compensatory benefit plan
for participation of the Company’s Employees, Directors and Consultants.
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Plan.

       

      The
option granted hereunder is subject to and governed by the following terms and
conditions:

       

      1.  Award
Date: ____________

       

      2.  Number of Shares Subject to
Option: ____________

       

      
        3.  Vesting Schedule. Subject
to the limitations herein and in the Plan, this option shall become exercisable
(vest) as follows:

      

       

      
        
        

      

       

      
        
          
            
              
                	 	
                        Number
      of Shares

                        (Installment)

                         

                      	
                        Date
      of Earliest Exercise

                        (Vesting)

                         

                      	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	 
      	 
      	 


              

            

          

        

      

       

       

       

      The
installments provided for are cumulative. Each such installment that becomes
exercisable shall remain exercisable until expiration or earlier termination of
the option.

       

      4.  Exercise
Price.

       

      (a) The
exercise price of this option is $__________ per share.

       

      (b) Payment
of the exercise price per share is due in full in cash (including check) on
exercise of all or any part of each installment that has become exercisable by
you; provided that, if at the time of exercise the Stock is publicly traded and
quoted regularly in the Wall
Street Journal, payment of the exercise price, to the extent permitted by
the Company and applicable statutes and regulations, may be made by having the
Company withhold shares of Stock issuable on such exercise, by delivering shares
of Stock already owned by you, by cashless exercise described in Section 5(d) of
the Plan and complying with its provisions, or by delivering a combination of
such forms of payment. Such Stock (i) shall be valued at its Fair Market Value
at the close of business on the date of exercise, (ii) if originally acquired
from the Company, must have been held for the period required to avoid a charge
to the Company’s reported earnings, and (iii) must be owned free and clear of
any liens, claims, encumbrances or security interests.

       

      
        
           

        

        
          Annex A:
Page 1

          
            

          

        

        
           

        

         

      

      5.  Partial
or Early Exercise.

       

      (a) Subject
to the provisions of this Agreement, you may elect at any time during your
Continuous Status as an Employee, Director or Consultant to exercise this option
as to any part or all of the shares subject to this option at any time during
the term hereof, including, without limitation, a time prior to the date of
earliest exercise (vesting) stated in paragraph 3 hereof; provided
that:

       

      (i)    
a partial exercise of this option shall be deemed to cover first vested shares
and then unvested shares next vesting;

       

      (ii)   
any shares so purchased that shall not have vested as of the date of exercise
shall be subject to the purchase option in favor of the Company as described in
the Early Exercise Stock Purchase Agreement available from the Company;
and

       

      (iii)  
you shall enter into an Early Exercise Stock Purchase Agreement in the form
available from the Company with a vesting schedule that will result in the same
vesting as if no early exercise had occurred.

       

      (b)  The
election provided in this paragraph 5 to purchase shares on the exercise of this
option prior to the vesting dates shall cease on termination of your Continuous
Status as an Employee, Director or Consultant and may not be exercised from or
after the date thereof.

       

      6. Fractional Shares. This
option may not be exercised for any number of shares that would require the
issuance of anything other than whole shares.

       

      7. Securities Law Compliance.
Notwithstanding anything to the contrary herein, this option may not be
exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. In addition, this option may not be
exercised unless (a) a registration statement under the Securities Act shall at
the time of exercise of the option be in effect with respect to the shares
issuable upon exercise of the option or (b) in the opinion of legal counsel to
the Company, the shares issuable upon exercise of the option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act. The inability of the Company to obtain from
any regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares hereunder shall relieve the Company of any liability in respect of the
failure to issue or sell such shares as to which such requisite authority shall
not have been obtained. As a condition to the exercise of any option, the
Company may require the Optionee to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.

       

      8. Term. The term of this
option commences on the date hereof and, unless sooner terminated as set forth
below or in the Plan, terminates on _______________ (which date shall be no more
than five years from the award date in Section 1 of this Agreement). In no event
may this option be exercised on or after the date on which it terminates. This
option shall terminate prior to the expiration of its term on the date of
termination of your Continuous Status as an Employee, Director or Consultant for
any reason or for no reason, unless:

       

      (a) such
termination is due to your retirement or Disability and you do not die within
the three months after such termination, in which event the option shall
terminate on the earlier of the termination date set forth above or six months
after such termination of your Continuous Status as an Employee, Director or
Consultant; or

       

      (b) such
termination is due to your death, or such termination is due to your retirement
or Disability and you die within three months after such termination, in which
event the option shall terminate on the earlier of the termination date set
forth above or the first anniversary of your death.

       

      Notwithstanding
any of the foregoing provisions to the contrary however, this option may be
exercised following termination of your Continuous Status as an Employee,
Director or Consultant only as to that number of shares as to which it shall
have been exercisable under Section 2 of this Agreement on the date of such
termination.

       

      
        
           

        

        
          Annex A:
Page 2

          
            

          

        

        
           

        

         

        
          9. Conditions
on Exercise.

           

          (a) This
option may be exercised, to the extent specified above, by delivering a notice
of exercise (in a form designated by the Company) together with the exercise
price to the Secretary of the Company, or to such other person as the Company
may designate, during regular business hours, together with such additional
documents as the Company may then require pursuant to Section 7 of the
Plan.

           

          (b) By
exercising this option you agree that the Company (or a representative of the
underwriters) may, in connection with an underwritten registration of the
offering of any securities of the Company under the Exchange Act, require that
you not sell or otherwise transfer or dispose of any shares of Stock or other
securities of the Company during such period (not to exceed 180 days) following
the effective date (the “Effective Date”) of the registration statement of the
Company filed under the Exchange Act as may be requested by the Company or the
representative of the underwriters. For purposes of this restriction, you will
be deemed to own securities which (A) are owned directly or indirectly by you,
including securities held for your benefit by nominees, custodians, brokers or
pledgees, (B) may be acquired by you within sixty days of the Effective Date,
(C) are owned directly or indirectly, by or for your brothers or sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants, or
(D) are owned, directly or indirectly, by or for a corporation, partnership,
estate or trust of which you are a shareholder, partner or beneficiary, but only
to the extent of your proportionate interest therein as a shareholder, partner
or beneficiary thereof. You further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such period.

           

        

      

      10. Adjustments
on Certain Events.

       

      (a) In
the event that the Company is subject to a Change in Control:

       

      (i)   
immediately prior thereto this option shall be automatically accelerated and
become immediately exercisable as to all of the shares of Stock covered hereby,
notwithstanding anything to the contrary in the Plan or this Agreement;
and

       

      (ii)  
the Board may, in its discretion, and on such terms and conditions as it deems
appropriate, by resolution adopted by the Board or by the terms of any agreement
of sale, merger or consolidation giving rise to the Change in Control, provide
that, without Optionee’s consent, the shares subject to this option may (A)
continue as an immediately exercisable option of the Company (if the Company is
the surviving corporation), (B) be assumed as immediately exercisable options by
the surviving corporation or its parent, (C) be substituted by immediately
exercisable options granted by the surviving corporation or its parent with
substantially the same terms for this option, or (D) be cancelled after payment
to Optionee of an amount in cash or other consideration delivered to
stockholders of the Company in the transaction resulting in a Change in Control
of the Company equal to the total number of shares subject to this option
multiplied by the remainder of (1) the amount per share to be received by
holders of the Company’s Stock in the sale, merger or consolidation, minus (2)
the exercise price per share of the shares subject to this option.

       

      (b) The
exercise price shall be subject to adjustment from time to time in the event
that the Company shall (i) pay a dividend in, or make a distribution of, shares
of Stock (or securities convertible into, exchangeable for or otherwise
entitling a holder thereof to receive Stock), or evidences of indebtedness or
other property or assets, on outstanding Stock, (ii) subdivide the outstanding
shares of Stock into a greater number of shares, (iii) combine the outstanding
shares of Stock into a smaller number of shares or (iv) issue any shares of its
capital stock in a reclassification of the Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the resulting corporation). An adjustment made pursuant to this
Section 10(b) shall, in the case of a dividend or distribution, be made as of
the record date therefor and, in the case of a subdivision, combination or
reclassification, be made as of the effective date thereof. In any such case,
the total number of shares and the number of shares or other units of such other
securities purchasable on exercise of the option immediately prior thereto shall
be adjusted so that the Optionee shall be entitled to receive at the same
aggregate purchase price the number of shares of Stock and the number of shares
or other units of such other securities that the Optionee would have owned or
would have been entitled to receive immediately following the occurrence of any
of the events described above had the option been exercised in full immediately
prior to the occurrence (or applicable record date) of such event. If, as a
result of any adjustment pursuant to this Section 10(b), the Optionee shall
become entitled to receive shares of two or more classes or series of securities
of the Company, the Board shall equitably determine the allocation of the
adjusted exercise price between or among shares or other units of such classes
or series and shall notify the Optionee of such allocation.

       

      
        
           

        

        
          Annex A:
Page 3

          
            

          

        

        
           

        

         

      

      (c) If at
any time, as a result of an adjustment made pursuant to this Section 10, the
Optionee shall become entitled to receive any shares of capital stock or shares
or other units of other securities or property or assets other than Stock, the
number of such other shares or units so receivable on any exercise of the option
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the shares of
Stock in this Section 10, and the provisions of this Agreement with respect to
the shares of Stock shall apply, with necessary changes in points of detail, on
like terms to any such other shares or units.

       

      (d) All
calculations under this Section 10 shall be, in the case of exercise price,
rounded up to the nearest cent or, in the case of shares subject to this option,
rounded down to the nearest one-hundredth of a share, but in no event shall the
Company be obligated to issue any fractional share on any exercise of the
option.

       

      11. Non-Transferability. This
option is generally not transferable, except by will or by the laws of descent
and distribution, unless the Company expressly permits a transfer, such as to a
trust or other entity for estate planning purposes. Unless the Company approves
such a transfer, this option is exercisable during your life only by
you.

       

      12. Rights of Optionee. This
Agreement is not an employment contract and nothing in this Agreement shall be
deemed to create in any way whatsoever any obligation on your part to continue
in the employ of the Company, or of the Company to continue your employment with
the Company. If this option is granted to you in connection with your
performance of services as a Consultant, references to employment, Employee and
similar terms shall be deemed to include the performance of services as a
Consultant; provided that no rights as an Employee shall arise by reason of the
use of such terms.

       

      13. Tax Withholding
Obligations. Whenever the Company proposes or is required to issue or
transfer shares of Stock to you with respect to an Option, the Company shall
have the right to require you to remit to the Company an amount sufficient to
satisfy any Federal, state or local withholding tax requirements, including your
applicable share of any employment taxes, prior to the delivery of any
certificate or certificates for such shares. Alternatively, the Company may
issue or transfer such shares net of the number of shares sufficient to satisfy
the withholding tax requirements. For withholding tax purposes, the shares of
Stock shall be valued on the date the withholding obligation is
incurred.

       

      14. Notice. Any notice or
other communication to be given under or in connection with this Agreement or
the Plan shall be given in writing and shall be deemed effectively given on
receipt or, in the case of notices from the Company to you, five days after
deposit in the United States mail, postage prepaid, addressed to you at the
address specified below or at such other address as you may hereafter designate
by notice to the Company.

       

      15. Agreement Subject to
Plan. This Agreement is subject to all provisions of the Plan, a copy of
which is attached hereto and made a part of this Agreement, and is further
subject to all interpretations, amendments, rules and regulations which may from
time to time be promulgated and adopted pursuant to the Plan. In the event of
any conflict between the provisions of this Agreement and those of the Plan, the
provisions of the Plan shall control.

       

      
        
          
            	 	WASTE
      CONNECTIONS, INC.	 
	 	 	 	 
	
                     

                  	
                    By

                  	 	 
	 	 	Ronald
      J. Mittelstaedt	 
	 	 	Chairman
      and Chief Executive Officer	 


          

        

      

       

      
        
           

        

        
          Annex A:
Page 4

          
            

          

        

        
           

        

      

       

      ATTACHMENTS:

       

      Waste
Connections, Inc. Second Amended and Restated 2004 Equity Incentive Plan (as
amended and restated) 

      Notice of
Exercise

       

      
        
           

        

        
          Annex A:
Page 5

          
            

          

        

        
           

        

      

       

      The
undersigned:

       

      (a)  Acknowledges
receipt of the foregoing Nonqualified Stock Option Agreement and the attachments
referenced therein and understands that all rights and liabilities with respect
to the option granted under the Agreement are set forth in such Agreement and
the Plan; and

       

      (b)  Acknowledges
that as of the date of grant set forth in such Agreement, the Agreement sets
forth the entire understanding between the undersigned optionee and the Company
and its Subsidiaries regarding the acquisition of Stock pursuant to the option
and supersedes all prior oral and written agreements on that subject with the
exception of (i) the options, if any, previously granted and delivered to the
undersigned under stock option plans of the Company, and (ii) the following
agreements only:

       

      NONE: _____________________

                                   (Initial)

       

      
        	
                OTHER:

              	
                _____________________________

              


      

       

      
        	
                 
      

              	
                _____________________________

              


      

       

      
        	
                 
      

              	
                _____________________________

              


      

       

       

      
        
          
            	 
      	
                    ____________________________________

                  
	 
      	
                    OPTIONEE

                  
	 
      	 
      	 
      
	 
      	
                    Address:

                  	
                    _________________________

                  
	 
      	 
      	 
      
	 
      	 
      	
                    _________________________

                  
	 
      	 
      	 
      


          

        

        
        

         

      

      
        
           

        

        
          Annex A:
Page 6

          
            

          

        

        
           

        

         

      

      NOTICE OF
EXERCISE

       

      Waste
Connections, Inc.

      35 Iron
Circle, Suite 200

      Folsom,
CA
95630-8589               Date
of Exercise: __________

       

      Ladies
and Gentlemen:

       

      This
constitutes notice under my Nonqualified Stock Option Agreement that I elect to
purchase the number of shares of Common Stock (“Stock”) of Waste Connections,
Inc. (the “Company”) for the price set forth below.

       

      


       

      
        
          
            
              
                
                  
                    	
                            Option
      Agreement dated:

                          	
                            _____________________________________

                          
	 	 
	
                            Number
      of shares as to which option is exercised:

                          	
                            _____________________________________

                          
	 	 
	
                            Certificates
      to be issued in name of:

                          	
                            _____________________________________

                          
	 	 
	
                            Total
      exercise price:

                          	
                            $____________________________________

                          
	 	 
	
                            Cash
      payment delivered herewith:

                          	
                            $____________________________________

                          
	 	 
	
                            Value
      of _____________shares

                            of
      ________________common

                            stock
      delivered herewith:(1)

                          	
                            $____________________________________

                          
	 	 


                  

                

              

            

          

        

      

      By this
exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Waste Connections, Inc. Second Amended and Restated
2004 Equity Incentive Plan (as amended and restated) or the Option Agreement,
and (ii) to provide for the payment by me to you (in the manner designated by
you) of your withholding obligation, if any, relating to the exercise of this
option.

       

      I hereby
represent, warrant and agree with respect to the shares of Stock of the Company
that I am acquiring by this exercise of the option (the “Shares”) that, if
required by the Company (or a representative of the underwriters) in connection
with an underwritten registration of the offering of any securities of the
Company under the Securities Act, I will not sell or otherwise transfer or
dispose of any shares of Stock or other securities of the Company during such
period (not to exceed 180 days) following the effective date of the registration
statement of the Company filed under the Securities Act (the “Effective Date”)
as may be requested by the Company or the representative of the underwriters.
For purposes of this restriction, I will be deemed to own securities that (i)
are owned, directly or indirectly by me, including securities held for my
benefit by nominees, custodians, brokers or pledgees; (ii) may be acquired by me
within sixty days of the Effective Date; (iii) are owned directly or indirectly,
by or for my brothers or sisters (whether by whole or half blood), spouse,
ancestors and lineal descendants; or (iv) are owned, directly or indirectly, by
or for a corporation, partnership, estate or trust of which I am a shareholder,
partner or beneficiary, but only to the extent of my proportionate interest
therein as a shareholder, partner or beneficiary thereof. I further agree that
the Company may impose stop-transfer instructions with respect to securities
subject to this restriction until the end of such period.

       

                          Very truly
yours,

       

      _______________

       

      
        	
                (1)

              	
                Shares
      must meet the public trading requirements set forth in the Options
      Agreement. Shares must be valued in accordance with the terms of the
      option being exercised, must have been owned for the minimum period
      required in the Option Agreement, and must be owned free and clear of any
      liens, claims, encumbrances or security interests. Certificates must be
      endorsed or accompanied by an executed assignment separate from
      certificate.

              


      

       

      
        
           

        

        
          Annex A:
Page 7

          
            

          

        

        
           

        

      

       

      Annex B

       

      RESTRICTED STOCK
AGREEMENT

       

      Dear
_____________:

       

      Waste
Connections, Inc. (the “Company”), pursuant to its Second Amended and Restated
2004 Equity Incentive Plan (as amended and restated) (the “Plan”) has granted to
you an award of Restricted Stock (“Award”) in shares of common stock of the
Company (“Stock”). The Restricted Stock will be issued to you subject to
restrictions on transfer and otherwise, which will lapse over the Restricted
Period, provided that you maintain Continuous Status as an Employee, Director or
Consultant.

       

      The grant
under this Restricted Stock Agreement (the “Agreement”) is in connection with
and in furtherance of the Company’s compensatory benefit plan for participation
of the Company’s Employees, Directors and Consultants. Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to them in the
Plan.

       

      The Award
granted hereunder is subject to and governed by the following terms and
conditions:

       

      
        
          	
                         
      1.

                	
                  Award
      Date:_______________.

                


        

        
           

          
            	
                           
      2.

                  	
                    Number
      of Shares Subject to
  Award:_______________.

                  


          

          
             

            
              	
                             
      3.

                    	
                      Purchase
      Price. The purchase price for each share of Stock awarded by this
      Agreement is $__________.

                    


            

             

          

        

      

      
        	
                       
      4.

              	
                Vesting Schedule. The
      Award of Restricted Stock shall be deemed non-forfeitable and such Stock
      shall no longer be considered Restricted Stock on the earlier of a Change
      in Control or the expiration of the Restriction Period on the following
      dates with respect to the following percentages of the total shares of
      Restricted Stock awarded, and the Company shall, within a reasonable time
      and subject to Section 5, deliver stock certificates evidencing such Stock
      to you:

              


      

       

      (a) Schedule of Expiration of
Restriction Period. The overall restriction period, which begins on the
date of the grant of the Award and ends on the __________ anniversary of the
grant of the Award (the “Restriction Period”), expires in __________ equal
phases:

       

      


       

      
        	
                Date

              	
                Restriction
      Period Expires with

                Respect
      to the Following

                Percentage
      of Total Shares of

                Restricted
      Stock Awarded

              
	
                On
      grant

              	
                0%

              
	
                As
      of __________, 20__ (first anniversary of grant)

              	
                __%

              
	
                [As
      of __________, 20__ (second anniversary of grant)]

              	
                [__%]

              
	
                [As
      of __________, 20__ (third anniversary of grant)]

              	
                [__%]

              
	
                [As
      of __________, 20__ (fourth anniversary of grant)]

              	
                [__%]

              


      

       

      
        
           

        

        
          Annex B:
Page 1

          
            

          

        

        
           

        

         

      

      (b) Forfeiture of Restricted
Stock. If, during the Restriction Period, your Continuous Status as an
Employee, Director or Consultant terminates for any reason, you will forfeit any
shares of Restricted Stock as to which the Restriction Period has not yet
expired.

       

      5.   Conditions on
Awards. Notwithstanding anything to the contrary herein:

       

      (a) Securities Law
Compliance. Awards may not be granted and shares of stock may not be
issued if either such action would constitute a violation of any applicable
federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system on which the Stock may then
be listed. In addition, no Stock may be issued unless (a) a registration
statement under the Securities Act shall at the time of issuance of the Stock be
in effect with respect to the shares of Stock to be issued or (b) in the opinion
of legal counsel to the Company, the shares of Stock to be issued on expiration
of the applicable Restriction Period may be issued in accordance with the terms
of an applicable exemption from the registration requirements of the Securities
Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be
necessary to the lawful issuance and sale of any shares hereunder shall relieve
the Company of any liability in respect of the failure to issue or sell such
shares as to which such requisite authority shall not have been obtained. As a
condition to the issuance of any Stock, the Company may require you to satisfy
any qualifications that may be necessary or appropriate to evidence compliance
with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.

       

      (b) Investment
Representation. The Company may require you, or any person to whom an
Award is transferred, as a condition of receiving shares of Stock pursuant to
such Award, to (A) give written assurances satisfactory to the Company as to
your knowledge and experience in financial and business matters or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that you
are capable of evaluating, alone or together with the purchaser representative,
the merits and risks of receiving such Stock, and (B) to give written assurances
satisfactory to the Company stating that you are acquiring the Stock for your
own account and not with any present intention of selling or otherwise
distributing the Stock. The foregoing requirements, and any assurances given
pursuant to such requirements, shall not apply if (1) the issuance of the Stock
has been registered under a then currently effective registration statement
under the Securities Act, or (2) counsel for the Company determines as to any
particular requirement that such requirement need not be met in the
circumstances under the then applicable securities laws.

       

      6.   Non-Transferability of
Award. During the Restriction Period stated herein, you shall not sell,
transfer, pledge, assign, encumber or otherwise dispose of the Restricted Stock
whether by operation of law or otherwise and shall not make such Restricted
Stock subject to execution, attachment or similar process. Any attempt by you to
do so shall constitute the immediate and automatic forfeiture of such Award.
Notwithstanding the foregoing, you may designate the payment or distribution of
the Award (or any portion thereof) after your death to the beneficiary most
recently named by you in a written designation thereof filed with the Company,
or, in lieu of any such surviving beneficiary, as designated by you by will or
by the laws of descent and distribution. In the event any Award is to be paid or
distributed to the executors, administrators, heirs or distributees of your
estate, or to your beneficiary, in any such case pursuant to the terms and
conditions of the Plan and in accordance with such terms and conditions as may
be specified from time to time by the Committee, the Company shall be under no
obligation to issue Stock thereunder unless and until the Committee is satisfied
that the person or persons to receive such Stock is the duly appointed legal
representative of your estate or the proper legatee or distributee thereof or
your named beneficiary.

       

      7.   Adjustments
on Certain Events.

       

      (a) Changes in
Control. Immediately prior to a Change in Control, all restrictions
imposed by the Committee on any outstanding Award shall be immediately
automatically canceled, the Restriction Period shall immediately terminate and
the Award shall be fully vested, notwithstanding anything to the contrary in the
Plan or the Agreement.

       

      (b) Adjustment of Shares. The
number, class and kind of shares under the Award shall be appropriately adjusted
by the Committee in its discretion to preserve the benefits or potential
benefits intended to be made available under the Plan or with respect to the
Award or otherwise necessary to reflect any such change, if the Company shall
(i) pay a dividend in, or make a distribution of, shares of Stock (or securities
convertible into, exchangeable for or otherwise entitling a holder thereof to
receive Stock), or evidences of indebtedness or other property or assets, on
outstanding Stock, (ii) subdivide the outstanding shares of Stock into a greater
number of shares, (iii) combine the outstanding shares of Stock into a smaller
number of shares or (iv) issue any shares of its capital stock in a
reclassification of the Stock (including any such reclassification in connection
with a consolidation or merger in which the Company is the resulting
corporation). An adjustment made pursuant to this Section 7(b) shall, in the
case of a dividend or distribution, be made as of the record date therefor and,
in the case of a subdivision, combination or reclassification, be made as of the
effective date thereof. Any new or additional shares or securities that you
receive are subject to the same terms and conditions, including the Restriction
Period, as related to the original Award.

       

      
        
           

        

        
          Annex B:
Page 2

          
            

          

        

        
           

        

         

      

      (c) Receipt of Assets other than
Stock. If at any time, as a result of an adjustment made pursuant to this
Section 7, you shall become entitled to receive any shares of capital stock or
shares or other units of other securities or property or assets other than
Stock, the number of such other shares or units so receivable on expiration of
the Restriction Period shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Stock in this Section 7, and the provisions of this
Agreement with respect to the shares of Stock shall apply, with necessary
changes in points of detail, on like terms to any such other shares or
units.

       

      (d) Fractional Shares. All
calculations under this Section 7 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be, but in no event shall the
Company be obligated to issue any fractional share.

       

      (e) Inability to Prevent Acts
Described in Section 7; Uniformity of Actions Not Required. No Restricted
Stock Participant shall have or be deemed to have any right to prevent the
consummation of the acts described in this Section 7 affecting the number of
shares of Stock subject to any Award held by the Restricted Stock Participant.
Any actions or determinations by the Committee under this Section 7 need not be
uniform as to all outstanding Awards, and need not treat all Restricted Stock
Participants identically.

       

      8.   Rights of Restricted
Stock Participant. This Plan and the Awards shall not confer on you or
any other person:

       

      (a)  Any rights or claims
under the Plan except in accordance with the provisions of the Plan and the
applicable agreement;

       

      (b)  Any right with respect to
continuation of employment or a consulting or directorship arrangement with the
Company or any Subsidiary, nor shall they interfere in any way with the right of
the Company or any Subsidiary that employs you or engages you as a consultant or
director to terminate your employment or consulting or directorship arrangement
at any time with or without cause;

       

      (c)  Any right to be selected
to participate in the Plan or to be granted an Award; or

       

      (d)  Any right to receive any
bonus, whether payable in cash or in Stock, or in any combination thereof, from
the Company or its subsidiaries, nor be construed as limiting in any way the
right of the Company or its subsidiaries to determine, in its sole discretion,
whether or not it shall pay any employee, consultant or director bonuses, and,
if so paid, the amount thereof and the manner of such payment.

       

      9.   Tax
Withholding Obligations.

       

      (a) Withholding Requirement and
Procedure. You shall (and in no event shall Stock be delivered to you
with respect to an Award until), no later than the date as of which the value of
the Award first becomes includible in your gross income for income tax purposes,
pay to the Company in cash, or make arrangements satisfactory to the Company, as
determined in the Committee’s discretion, regarding payment to the Company of,
any taxes of any kind required by law to be withheld with respect to the Stock
or other property subject to such Award, including your applicable share of any
employment taxes, and the Company shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any kind otherwise due to
you. Notwithstanding the above, the Committee may, in its discretion and
pursuant to procedures approved by the Committee, permit you to elect
withholding by the Company of Stock or other property otherwise deliverable to
you pursuant to your Award, provided, however, that the amount of any Stock so
withheld shall not exceed the amount necessary to satisfy the Company’s required
tax withholding obligations using the minimum statutory withholding rates for
Federal, state and/or local tax purposes, including payroll taxes, that are
applicable to supplemental taxable income in full or partial satisfaction of
such tax obligations, based on the Fair Market Value of the Stock on the payment
date.

       

      
        
           

        

        
          Annex B:
Page 3

          
            

          

        

        
           

        

         

      

      (b) Section 83(b) Election. If
you make an election under Code Section 83(b), or any successor section thereto,
to be taxed with respect to an Award as of the date of transfer of the
Restricted Stock rather than as of the date or dates on which you would
otherwise be taxable under Code Section 83(a), you shall deliver a copy of such
election to the Company immediately after filing such election with the Internal
Revenue Service. Neither the Company nor any of its affiliates shall have any
liability or responsibility relating to or arising out of the filing or not
filing of any such election or any defects in its construction.

       

      10. Notice. Any notice or
other communication to be given under or in connection with this Agreement or
the Plan shall be given in writing and shall be deemed effectively given on
receipt or, in the case of notices from the Company to you, five days after
deposit in the United States mail, postage prepaid, addressed to you at the
address specified below or at such other address as you may hereafter designate
by notice to the Company.

       

      11. Agreement Subject to
Plan. This Agreement is subject to all provisions of the Plan, a copy of
which is attached hereto and made a part of this Agreement, and is further
subject to all interpretations, amendments, rules and regulations which may from
time to time be promulgated and adopted pursuant to the Plan. In the event of
any conflict between the provisions of this Agreement and those of the Plan, the
provisions of the Plan shall control.

      
         

        
          
            
              	 	WASTE
      CONNECTIONS, INC.	 
	 	 	 	 
	
                       

                    	
                      By

                    	 	 
	 	 	Ronald
      J. Mittelstaedt	 
	 	 	Chairman
      and Chief Executive Officer	 


            

          

        

        
           

           

        

      

      ATTACHMENT:

       

      Waste
Connections, Inc. Second Amended and Restated 2004 Equity Incentive Plan (as
amended and restated)

       

      
        
           

        

        
          Annex B:
Page 4

          
            

          

        

        
           

        

         

      

      The
undersigned:

       

      (a)  Acknowledges
receipt of the foregoing Restricted Stock Award Agreement and the attachments
referenced therein and understands that all rights and liabilities with respect
to the Award granted under the Agreement are set forth in such Agreement and the
Plan; and

       

      (b)  Acknowledges
that as of the date of the Award set forth in such Agreement, the Agreement sets
forth the entire understanding between the undersigned participant and the
Company and it Subsidiaries regarding the acquisition of Stock pursuant to the
Award and supersedes all prior oral and written agreements on that
subject.

       

      
         

         

        
          
            
              	 
      	
                      ____________________________________

                    
	 
      	
                      RESTRICTED
      STOCK PARTICIPANT

                    
	 
      	 
      	 
      
	 
      	
                      Address:

                    	
                      _________________________

                    
	 
      	 
      	 
      
	 
      	 
      	
                      _________________________

                    
	 
      	 
      	 
      


            

          

          
          

           

        

      

      
        
           

        

        
          Annex B:
Page 5

          
            

          

        

        
           

        

      

       

      Annex C

       

      RESTRICTED STOCK UNIT
AGREEMENT

       

      Dear
_______________:

       

      Waste
Connections, Inc. (the “Company”) is pleased to inform you that you have been
awarded Restricted Stock Units under the Company’s Second Amended and Restated
2004 Equity Incentive Plan (as amended and restated) (the “Plan”). The units
will entitle you to receive shares of the Company’s common stock in a series of
installments over your period of continued service with the Company. Each
Restricted Stock Unit represents the right to receive one share of the Company’s
common stock (“Common Stock”) on the vesting date of that unit. Unlike a typical
stock option program, the shares will be issued to you as a bonus for your
continued service over the vesting period, without any cash payment required
from you. However, you must pay the applicable income and employment withholding
taxes (described below) when due.

       

      The award
under this Restricted Stock Unit Agreement (the “Agreement”) is in connection
with and in furtherance of the Company’s compensatory benefit plan for
participation of the Company’s Employees, Directors and Consultants. Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Plan.

       

      This
Agreement sets the number of shares of the Common Stock subject to your award,
the applicable vesting schedule for the issuance of those shares, and the
remaining terms and conditions governing your award (the “Award”).

       

      
        
          	 	Award
      Date:	_______________
	 	 	 
	 	      
                  Number of
      Shares Subject to Award:

                	      
                  ________________
      shares of the Company’s common stock (the
  “Shares”).

                
	 	 	 
	
                   
      

                	
                  Vesting
      Schedule:

                	
                  The
      Shares will vest and become issuable in a series of ____________ (___)
      successive equal annual installments upon your completion of each year of
      Continuous Status as an Employee, Director or Consultant over the
      ____________ (___) year period measured from the Award Date. However, no
      Shares which vest in accordance with such schedule will actually be issued
      until you satisfy all applicable income and employment withholding
      taxes.

                


        

      

       

      Other
important features of your Award may be summarized as follows:

       

      1. Forfeitability: Should
your Continuous Status as an Employee, Director or Consultant cease for any
reason prior to vesting in one or more Shares subject to your Award, then your
Award will be cancelled with respect to those unvested Shares and the number of
your Restricted Stock Units will be reduced accordingly, and you will cease to
have any right or entitlement to receive any Shares under those cancelled
units.

       

      2. Transferability: Prior
to your actual receipt of the Shares in which you vest under your Award, you may
not transfer any interest in your Award or the underlying Shares or pledge or
otherwise hedge the sale of those Shares, including (without limitation) any
short sale, put or call option or any other instrument tied to the value of
those Shares. Any attempt by you to do so will result in an immediate forfeiture
of the Restricted Stock Units awarded to you hereunder. However, your right to
receive any Shares which have vested under your Restricted Stock Units but which
remain unissued at the time of your death may be transferred pursuant to the
provisions of your will or the laws of inheritance or to your designated
beneficiary following your death. In the event the Shares which vest hereunder
are to be issued to the executors, administrators, heirs or distributees of your
estate or to your designated beneficiary, the Company shall be under no
obligation to effect such issuance unless and until the Committee is satisfied
that the person to receive those Shares is the duly appointed legal
representative of your estate or the proper legatee or distributee thereof or
your named beneficiary.

       

      
        
           

        

        
          Annex C:
Page 1

          
            

          

        

        
           

        

         

      

      Any
Shares issued to you pursuant to the terms of this Agreement may not be sold or
transferred in contravention of (i) any market black-out periods the Company may
impose from time to time or (ii) the Company’s insider trading policies to the
extent applicable to you.

       

      3. Adjustments: The
number, class and kind of securities subject to your Restricted Stock Units
hereunder shall be appropriately adjusted by the Committee in its discretion to
preserve the benefits or potential benefits intended to be made available under
the Plan or with respect to those Restricted Stock Units or as otherwise
necessary to reflect any such change, if the Company shall (i) pay a dividend
in, or make a distribution of, shares of Common Stock (or securities convertible
into, exchangeable for or otherwise entitling a holder thereof to receive such
Common Stock), or evidences of indebtedness or other property or assets, on the
outstanding Common Stock, (ii) subdivide the outstanding shares of Common Stock
into a greater number of shares, (iii) combine the outstanding shares of Common
Stock into a smaller number of shares or (iv) issue any shares of its capital
stock in a reclassification of such Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the resulting corporation). An adjustment made pursuant to this
Section 3 shall, in the case of a dividend or distribution, be made as of the
record date therefor and, in the case of a subdivision, combination or
reclassification, be made as of the effective date thereof.

       

      4. Federal Income
Taxation: You will recognize ordinary income for federal income tax
purposes on the date the Shares subject to your Award vest, and you must satisfy
the income tax withholding obligation applicable to that income. The amount of
your taxable income will be equal to the closing selling price per share of
Common Stock on the New York Stock Exchange on the vesting date times the number
of Shares which vest on that date.

       

      5. FICA
Taxes: You will be liable for the payment of the employee share of the
FICA (Social Security and Medicare) taxes applicable to the Shares subject to
your Award at the time those shares vest. FICA taxes will be based on the
closing selling price of the shares on the New York Stock Exchange on the date
those Shares vest under your Award.

       

      6.      Withholding
Taxes: You must pay all applicable federal, state and local income
and employment withholding taxes when due.

       

      (a)           The
Company shall collect the applicable federal, state and local income and
employment withholding taxes with respect to the vested Shares through an
automatic Share withholding procedure pursuant to which the Company will
withhold, immediately as the Shares vest under the Award, a portion of those
vested Shares with a fair market value (measured as of the vesting date) equal
to the amount of such withholding taxes  (the “Share Withholding
Method”); provided,
however,
that the amount of any Shares so withheld shall not exceed the amount necessary
to satisfy the Company‘s required tax withholding obligations using the minimum
statutory withholding rates for federal, state and local tax purposes, including
payroll taxes, that are applicable to supplemental taxable income. You shall be
notified in writing in the event such Share Withholding Method is no longer
available.

       

      (b)           Should
any Shares vest under the Award at a time the Share Withholding Method is not
available, then the applicable federal, state and local income and employment
withholding taxes shall be collected from you through either of the following
alternatives:

       

      -      your
delivery of a separate check payable to the Company in the amount of such
withholding taxes, or

       

      -      the
use of the proceeds from a next-day sale of the Shares issued to you; provided
and only if (i) such a sale is permissible under the Company’s trading policies
governing the sale of Common Stock, (ii) you make an irrevocable commitment, on
or before the vesting date for those Shares, to effect such sale of the Shares
and (iii) the transaction is not otherwise deemed to constitute a prohibited
loan under Section 402 of the Sarbanes-Oxley Act of 2002.

       

      
        
           

        

        
          Annex C:
Page 2

          
            

          

        

        
           

        

         

      

      7. Stockholder
Rights: You will not have any stockholder rights, including voting rights
and actual dividend rights, with respect to the Shares subject to your Award
until you become the record holder of those Shares following their actual
issuance to you and your satisfaction of the applicable withholding
taxes.

       

      8. Dividend
Equivalent Rights: Should a regular cash dividend be declared on the
Common Stock at a time when unissued shares of such Common Stock are subject to
your Award, then the number of Shares at that time subject to your Award will
automatically be increased by an amount determined in accordance with the
following formula, rounded down to the nearest whole share:

       

      X = (A x
B)/C, where

       

      
        
          	 	
                  X

                	
                  =

                	
                  the
      additional number of Shares which will become subject to your Award by
      reason of the cash dividend;

                
	 	
                  A

                	
                  =

                	
                  the
      number of unissued Shares subject to this Award as of the record date for
      such dividend;

                
	 	
                  B

                	
                  =

                	
                  the
      per Share amount of the cash dividend; and

                
	 	
                  C

                	
                  =

                	
                  the
      closing selling price per share of Common Stock on the New York Stock
      Exchange on the payment date of such
dividend.

                


        

         

      

      The
additional Shares resulting from such calculation will be subject to the same
terms and conditions as the unissued Shares to which they relate under your
Award.

       

      9. Change in
Control: In the event of a Change in Control, the vesting of the Shares
subject to your Award will accelerate in full immediately upon such Change in
Control and the shares subject to your Award shall be issued, subject to your
satisfaction of all applicable federal, state, local and/or foreign income and
employment withholding taxes.

       

      10. Securities
Law Compliance: No Shares will be issued pursuant to your Award if such
issuance would constitute a violation of any applicable federal, state or
foreign securities laws or other law or regulations or the requirements of any
stock exchange or market system on which the Common Stock may then be listed. In
addition, no Shares will be issued unless:  (a) a registration
statement under the Securities Act is in effect at that time with respect to the
Shares to be issued; or (b) in the opinion of legal counsel to the Company,
those Shares may be issued in accordance with the terms of an applicable
exemption from the registration requirements of the Securities Act. The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company’s legal counsel to be necessary to
the lawful issuance of any Shares hereunder shall relieve the Company of any
liability in respect of the failure to issue such Shares as to which such
requisite authority shall not have been obtained. As a condition to the issuance
of any Shares, the Company may require you to satisfy any qualifications that
may be necessary or appropriate to evidence compliance with any applicable law
or regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.

       

      11. Notice: Any
notice or other communication to be given under or in connection with this
Agreement or the Plan shall be given in writing and shall be deemed effectively
given on receipt or, in the case of notices from the Company to you, five days
after deposit in the United States mail, postage prepaid, addressed to you at
the address specified below or at such other address as you may hereafter
designate by notice to the Company.

       

      12. Remaining
Terms: The remaining terms and conditions of your Award are governed by
the Plan, and your Award is also subject to all interpretations, amendments,
rules and regulations which may from time to time be adopted under the Plan.
Along with this Agreement, you also received a copy of the official prospectus
summarizing the principal features of the Plan. Please review the plan
prospectus carefully so that you fully understand your rights and benefits under
your Award and the limitations, restrictions and vesting provisions applicable
to the Award. In the event of any conflict between the provisions of this
Agreement and those of the Plan, the provisions of the Plan shall be
controlling.

       

      
        
           

        

        
          Annex C:
Page 3

          
            

          

        

        
           

        

         

      

      13. Limitations: Nothing
in this Agreement or the Plan shall confer on you or any other
person:

       

      (a)  Any rights or claims
under the Plan except in accordance with the provisions of the Plan and the
applicable agreement;

       

      (b)  Any right with respect to
continuation of employment or a consulting or directorship arrangement with the
Company or any Subsidiary, nor shall they interfere in any way with the right of
the Company or any Subsidiary that employs you or engages you as a consultant or
director to terminate your employment or consulting or directorship arrangement
at any time, with or without cause;

       

      (c)  Any right to be selected
to participate in the Plan or to be granted an Award; or

       

      (d)  Any right to receive any
bonus, whether payable in cash or in Common Stock, or in any combination
thereof, from the Company or its Subsidiaries, nor be construed as limiting in
any way the right of the Company or its Subsidiaries to determine, in its sole
discretion, whether or not it shall pay any employee, consultant or director
bonuses, and, if so paid, the amount thereof and the manner of such
payment.

       

      Please
execute the Acknowledgment section below to indicate your acceptance of the
terms and conditions of your Award.

       

      
        
          
            
              
                
                  	 	WASTE
      CONNECTIONS, INC.	 
	 	 	 	 
	
                           

                        	
                          By

                        	 	 
	 	 	Ronald
      J. Mittelstaedt	 
	 	 	Chairman
      and Chief Executive Officer	 


                

              

            

             

          

        

      

      
        
           

        

        
          Annex C:
Page 4

          
            

          

        

        
           

        

      

       

      ACKNOWLEDGMENT

       

      I hereby
acknowledge and accept the foregoing terms and conditions of the restricted
stock unit award evidenced hereby. I further acknowledge and agree that the
foregoing sets forth the entire understanding between the Company and me
regarding my entitlement to receive the shares of the Company’s common stock
subject to such award and supersedes all prior oral and written agreements on
that subject.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	      
                                        SIGNATURE: ___________________________________

                                      
	 	 
	 	PRINTED
      NAME: ______________________________
	 	 
	 	DATED:
      ____________________________________, 200_
	 	 
	 
      	 
      	 
      
	 
      	
                                        Address:

                                      	
                                        _________________________

                                      
	 
      	 
      	 
      
	 
      	 
      	
                                        _________________________

                                      
	 
      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

            
            

             

            Annex C: Page
5