exv10w01



 






Exhibit 10.01




ALLIED WASTE INDUSTRIES, INC.

NONQUALIFIED STOCK OPTION AGREEMENT

(UNDER THE AMENDED AND RESTATED

1991 INCENTIVE STOCK PLAN)




     THIS
OPTION AGREEMENT (“Agreement”) dated this ___day of ___, 200___ (the “Date of Grant”),
between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (the “Company”), and
___ (“Optionee”):



R E C I T A L S:




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



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



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



     1. Grant of the Option. The Company hereby grants to Optionee the right and option to
purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of
___ shares of the presently authorized but unissued common stock, par value $.01 per
share, of the Company (the “Stock”). The purchase price of the Stock subject to this Option shall
be $___  per share, being the Fair Market Value of the Common Stock on the Date of Grant, as
defined in the Plan.



     2. Exercise of Option.



          (a) Subject to Sections 2(b) and 2(f) hereof, the Option may be exercised in whole or in part,
at any time or from time to time during the period commencing twelve months after the Date of Grant
and ending ten years from the Date of Grant. The Option is not transferable or assignable by the
Optionee except to the following persons or entities (“permitted transferees”): (1) by will or the
laws of descent and distribution, or pursuant to a Qualified Domestic Relations Order; (2) without
consideration, to certain members of the Optionee’s family or household, as described in Sections
6(c)(vi)(A) and (B) of the Plan (“family members”); (3) without consideration, to trusts for the
benefit of the Optionee’s family members, as described in Section





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6(c)(vi)(C) of the Plan; (4) without consideration, to a private foundation as described in
Section 6(c)(vi)(D) of the Plan; or (5) without consideration, to any entity whose voting interests
are the Optionee’s family members, as described in Section 6(c)(vi) of the Plan. During the
Optionee’s lifetime, the Option shall be exercisable only by the Optionee, a broker-dealer acting
on his behalf pursuant to Section 6(c)(iv) of the Plan, or any permitted transferee.




          (b) (i) Each Option awarded to Optionee under this Grant may be exercised only to the extent
it has become vested and nonforfeitable. This Option shall vest and become exercisable over five
years, i.e., with respect to 20% on ___, 200_, 40% on ___, 200_, 60% on ___, 200_, 80% on
___, 200___ and 100% on ___, 20___, respectively, of the shares of Stock covered by the Option.
To the extent not exercised, this Option shall accumulate and remain exercisable, in whole or in
part, at any time after becoming exercisable, but not later than the date on which the Option
expires.




               (ii) Except as otherwise provided in the Optionee’s written employment agreement with the
Company, if any, upon the death or Retirement (as that term is defined in the Optionee’s employment
agreement or other written agreement with the Company, if any, or if there is no written agreement,
as that term is defined in the Plan) of the Optionee, or if the Optionee’s employment with the
Company terminates as a result of the Optionee’s Disability (as that term is defined in the
Optionee’s employment agreement or other written agreement with the Company, if any, or if there is
no written agreement, as that term is defined in the Plan), this Option will automatically vest in
its entirety and become fully exercisable.



          (c) This Option may be exercised by written notice of intent to exercise the Option with
respect to any or all of the shares of Stock covered by the Option, delivered to the Company at its
principal office. Such notice shall be accompanied by this Agreement and shall specify the number
of shares of Stock with respect to which this Option is being exercised. Such notice shall also be
accompanied by payment in full to the Company, at its principal office, of the option price for the
shares of Stock with respect to which this Option is then being exercised. The payment of the
option price shall be made (i) in cash or by certified check, bank cashier’s check, wire transfer,
or postal or express money order payable to the order of the Company or, (ii) with the consent of
the Committee, in whole or in part in Stock which has been owned by the Optionee for at least six
months prior to the effective date of exercise and valued at its Fair Market Value on the effective
date of exercise, (iii) with the consent of the Committee, in the form of a “cashless exercise”, as
described in the Plan, or (iv) with the consent of the Committee, in any combination of the
foregoing. Any payment in shares of Stock shall be effected by delivery of such shares to the
Secretary of the Company, duly endorsed in blank or accompanied by stock powers duly executed in
blank, together with any other documents or evidence as the Secretary shall require from time to
time. The effective date of exercise will be the date established by the Secretary, which shall be
as soon as administratively possible (but not later than five business days) after the Secretary
receives the written notice, a copy of this Agreement, and payment from Optionee.






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          (d) This Option may not be exercised prior to the registration of the Stock with the
Securities and Exchange Commission and any applicable state agencies. However, this condition may
be waived by the Committee if it determines that such registration is not necessary in order to
legally issue shares of Stock to Optionee.




          (e) Upon the Company’s determination that this Option has been validly exercised as to any
shares of Stock, the Secretary of the Company shall issue a certificate or certificates to the
Optionee or permitted transferee for the number of shares set forth in his written notice.
However, the Company shall not be liable to the Optionee for damages relating to any delays in
issuing the certificate(s) to him, any loss of the certificate(s), or any mistakes or errors in the
issuance of the certificate(s) or in the certificate(s) themselves.




          (f) Except as otherwise provided in the Optionee’s written employment agreement with the
Company, if any, this Option shall not be exercisable after the earliest of the following dates (1)
the expiration of ten years from the Date of Grant; (2) one month after the termination of
Optionee’s employment by the Company without Cause (as that term is defined in the Optionee’s
employment agreement or other written agreement with the Company, if any, or, if there is no
written agreement, as that term is defined in the Plan), or for by the Optionee for Good Reason (as
that term is defined in the Optionee’s employment agreement or other written agreement with the
Company, if any); (3) one year after the termination of Optionee’s employment by reason of
Disability, death or Retirement (as those terms are defined in the Plan); or (4) as of the
commencement of the Company’s business on the date of the termination of Optionee’s employment for
Cause (as that term is defined in the Plan) or for any reason other than without Cause, for Good
Reason, Disability, death or Retirement.




     3. Term of Employment. This Option does not grant to Optionee any right to continue
serving as an employee of the Company.



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



     5. Disputes. As a condition of the granting of this Option, Optionee and his heirs
and successors agree that any dispute or disagreement which may arise hereunder shall be determined
by the Committee in its sole discretion and judgment, and that any such determination and any
interpretation by the Committee of the terms of the Option





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shall be final and shall be binding and conclusive, for all purposes, upon the Company,
Optionee, his heirs and personal representatives, and all permitted transferees.




     6. Legend on Certificates. The certificate(s) representing the shares of Stock
purchased upon the exercise of this Option will be stamped or otherwise imprinted with a legend in
such form as the Company or its counsel may require with respect to any applicable restrictions on
the sale or transfer of such shares and the stock transfer records of the Company will reflect
stop-transfer instructions with respect to such shares.



     7. Options Subject to Plan. This Option is subject to the terms and provisions of the
Plan. In the event of a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail
under all circumstances. Optionee acknowledges that he has received a copy of the Plan on or prior
to the Date of Grant.



     8. Acceleration of Exercise Date Upon Change in Control. Upon the occurrence of a
Change in Control of the Company, this Option shall become fully and immediately exercisable and
shall remain exercisable until its expiration, termination or cancellation pursuant to the terms of
the Plan.



     9. Miscellaneous.



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




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




          (c) Optionee agrees to make appropriate arrangements with the Company, pursuant to the terms
of the Plan, for the satisfaction of any applicable federal, state or local income tax withholding
or similar requirements, including the payment to the Company at the time of exercise of this
Option of all such taxes and the satisfaction of all such requirements.




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




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







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          (f) Notwithstanding any of the other provisions of this Agreement or of the Plan, Optionee
agrees that he will not exercise this Option, and that the Company will not be obligated to issue
any of the Stock pursuant to this Agreement, if the exercise of the Option or the issuance of such
shares of Stock would constitute a violation by Optionee or by the Company of any provision of any
law or regulation of any governmental authority or national securities exchange. Upon the
acquisition of any Stock pursuant to the exercise of this Option, Optionee will enter into such
written representations, warranties and agreements as the Company may reasonably request in order
to comply with applicable securities laws or with this Agreement.




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




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




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



	 	 	 	 	 	 	 	 	 
	 	 	ALLIED WASTE INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 

	 	OPTIONEE	 	 
	 
	 	 	 	 
	 

	 	 

Name
	 	 
	 

	 	Address	 	 







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