exv10w02



 






ALLIED WASTE INDUSTRIES, INC.

RESTRICTED STOCK UNITS AGREEMENT

(UNDER THE AMENDED AND RESTATED

1991 INCENTIVE STOCK PLAN)




     THIS RESTRICTED STOCK UNITS AGREEMENT (“Agreement”) is dated                     , 200   (“Date of Grant”),
between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (“Company”), and                                          (“Grantee”):



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 effective February 5, 2004, and as subsequently amended (“Plan”), 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 (“Committee”) has
determined that it would be in the best interests of the Company and its stockholders to grant the
units of Restricted Stock (“Restricted Stock Units” or “RSUs”) provided for herein to Grantee
pursuant to the Plan and this Agreement, as an inducement for Grantee to serve as an employee of
the Company and to provide Grantee 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 Restricted Stock Units. The Company hereby grants to Grantee
                                         units of Restricted Stock (“Award RSUs”). Each Award RSU shall represent
Grantee’s right to receive one share of the Company’s common stock, par value $.01 per share (the
“Common Stock”), subject to the following terms and conditions and to the provisions of the Plan.



2. Vesting. Except as otherwise provided herein, Grantee shall become vested in the Award
RSUs over a period of five years, according to the following schedule: 0% prior to ___, 200_, 20%
on                     , 200  , 40% on                     , 200  , 60%
on                     , 200  , 80% on                     , 200   and 100%
on                     , 20  .
Notwithstanding the foregoing, vesting will be accelerated upon a Change in Control, as specified
in Paragraph 11 below. Vesting also may be accelerated upon the occurrence of certain events, as
specified in Paragraph 4 below.



3. Issue Date. Subject to Grantee’s right to postpone the Issue Date pursuant to the terms
of the Plan, the Issue Date for each Award RSU shall be the date on which such RSU vests in
accordance with Paragraph 2 above.




 









 




4. Effect of Termination of Employment. Except as otherwise provided in any written
employment agreement between Grantee and Company, if Grantee’s employment terminates due to any or
no reason, any Award RSUs that are not vested as of the commencement of business on the date of
such termination shall immediately be forfeited.



5. Rights as Stockholder. Grantee shall not be entitled to any of the rights of a
stockholder with respect to the Award RSUs (including the right to vote such shares and to receive
dividends and other distributions) unless and until the certificate for shares of Common Stock
issuable upon an applicable Issue Date are issued. Notwithstanding the foregoing, if the Company
pays a cash dividend on its Common Stock while Grantee’s Award RSUs are still outstanding (i.e.,
before shares of Common Stock have been issued), Grantee will be credited with additional units of
Restricted Stock (“Additional RSUs”) in an amount equal to the total number of outstanding whole
Award RSUs multiplied by the dollar amount of the cash dividend paid per share, divided by the Fair
Market Value per share. Moreover, if the Company pays a stock dividend on its Common Stock while
Grantee’s Award RSUs are still outstanding (i.e., before shares of Common Stock have been issued),
Grantee will be credited with Additional RSUs in an amount equal to the total number of outstanding
whole Award RSUs multiplied by the share dividend paid per share. Any Additional RSUs that are
credited will become part of the Award RSUs (and, as such, may be taken into account in determining
the outstanding whole number of Award RSUs for any future dividend crediting) and will be subject
to the same terms and conditions that apply to the Award RSUs.



6. Issuance of Shares. Reasonably promptly after the Issue Date, but in no event later than
the March 15 next following the last day of the Grantee’s taxable year during which the RSUs vest),
the Company will provide Grantee with a certificate for the shares of Common Stock issuable on that
Issue Date, issued in the Grantee’s name. The certificate will be issued for a whole number of
shares only. Any fractional share resulting from the payment of dividends will be paid in cash
based on the Fair Market Value of such fractional share.



7. Term of Employment. This Agreement does not grant to Grantee any right to continue
serving as an employee of the Company.



8. 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 Grantee 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.




 









 




9. Disputes. As a condition of the granting of the Award RSUs, Grantee 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 Plan and this Agreement shall be final and
shall be binding and conclusive, for all purposes, upon the Company, Grantee, his heirs and
personal representatives, and all permitted transferees.



10. Award RSUs Subject to Plan. The Award RSUs granted pursuant to this Agreement are
subject to the terms and provisions of the Plan. Unless otherwise explicitly stated herein, 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. Grantee acknowledges that he has received a copy of the Plan on or prior to the
Date of Grant.



11. Acceleration of Vesting Upon Change in Control. Upon the occurrence of a Change in
Control of the Company, the Award RSUs shall become fully and immediately vested immediately prior
to the consummation of the Change in Control.



12. Tender Offer/Merger; Adjustment of Shares. Notwithstanding anything contained herein
to the contrary:





(a) The Committee, in its discretion (i) may accelerate vesting of all or any portion of
the Award RSUs so that the shares of Common Stock issuable upon such vesting can be
tendered in response to a tender offer for, or a request or invitation to tender of,
greater than 50% of the outstanding Common Stock of the Company or (ii) may provide that
all or any portion of the Award RSUs may be surrendered in a merger, consolidation or share
exchange involving the Company (other than a transaction that would result in a Change in
Control), provided that the securities or other consideration received in exchange thereof
shall thereafter be subject to such restrictions and conditions as may be determined by the
Committee, in its discretion.




(b) In the event of any change in the outstanding Common Stock resulting from a subdivision
or consolidation of shares, whether through reorganization, recapitalization, share split,
reverse share split, share distribution or combination of shares or the payment of a share
dividend, the Award RSUs shall be adjusted in a manner deemed appropriate by the Committee
to prevent the enlargement or dilution of Grantee’s rights under this Agreement.


13. 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 Grantee’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) Grantee agrees that the Company shall have the right to reduce Grantee’s Award RSUs and/or
withhold from the shares to be issued for Grantee’s Award RSUs an amount sufficient to satisfy the
federal, state, and local withholding tax requirements, if any, attributable to the vesting of
and/or issuance of shares for such Award RSUs.



     (d) Whenever the term “Grantee” is used herein under circumstances applicable to any other
person or persons to whom the Award RSUs, in accordance with the provisions of this Agreement or
the Plan, may be transferred, the word “Grantee” 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 cause the
Agreement or the Plan to 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.



     (f) Notwithstanding anything contained herein to the contrary, the Company’s obligation to
issue or deliver certificates evidencing the Award RSUs or shares of Common Stock issuable on any
Issue Date shall be subject to all applicable laws, rules, and regulations and to such approvals by
any governmental agencies or national securities exchanges as may be required.



     (g) This Agreement shall be binding upon and inure to the benefit of the Company and the
Grantee 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 first above written, caused this Agreement
to be executed on its behalf by its Chairman, President or any Vice President, and Grantee has
hereunder set his hand as of the date first above written, which date is the Date of Grant of the
Award RSUs.



	 	 	 	 	 	 	 	 	 
	ALLIED WASTE INDUSTRIES, INC.	 	 	 	     GRANTEE
	 
	 	 	 	 	 	 	 	 
	By

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name
	 

	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	Address