exv10w03



 






Exhibit 10.03




ALLIED WASTE INDUSTRIES, INC.

RESTRICTED STOCK UNITS AGREEMENT

(UNDER THE 2005 NON-EMPLOYEE DIRECTOR

EQUITY COMPENSATION PLAN)




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



R E C I T A L S:




     The Company maintains the Allied Waste Industries, Inc. 2005 Non-Employee Director Equity
Compensation Plan (formerly known as the Allied Waste Industries, Inc. 1994 Amended and Restated
Non-Employee Director Stock Option Plan), as most recently amended and restated effective May 20,
2005 (“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 Plan permits the Plan Administrator to make initial and/or annual grants under the Plan in
the form of units of Restricted Stock, instead of shares of Restricted Stock. The Plan
Administrator has determined that it would be in the best interest of the Company and its
stockholders to grant the of Restricted Stock provided for herein (“RSUs”), instead of shares of
Restricted Stock, to Director pursuant to the Plan and the terms set forth herein as an inducement
to serve as a director 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 Director
                     units of Restricted Stock (“RSUs”). Each RSU shall represent Director’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. Director shall become vested in the RSUs according to the following schedule:




     [Initial
grant — 0% vested until the last day of Director’s first one-year term ending
after the Date of Grant; 1/3 vested on the last day of Director’s first one-year term ending after
the Date of Grant; an additional 1/3 vested on the last day of Director’s second one-year term
ending after the Date of Grant; and an additional 1/3 vested on the last day of the Director’s
third one-year term ending after the Date of Grant.]



     [Annual grant —  0% vested until the last day of Director’s first one-year term ending
after the Date of Grant; and 100% vested on the last day of Director’s first one-year term ending
after the Date of Grant.]


Any RSUs that have not vested as of the date Director ceases to be a director of the Company, for
any reason, will be forfeited as of the beginning of business on that date.



3. Rights as Stockholder. Director shall not be entitled to any of the rights of a
stockholder with respect to the 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 vesting are issued. Notwithstanding the foregoing, if the Company pays a cash
dividend on its Common Stock while Director’s RSUs are still outstanding, Director will be credited
with additional units of Restricted Stock (“Additional RSUs”) in an amount equal to the total
number of outstanding whole 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 Director’s RSUs are still outstanding, Director will be credited with
Additional RSUs in an amount equal to the total number of outstanding whole RSUs multiplied by the
share dividend paid per share. Any Additional RSUs that are credited will




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become part of the RSUs (and, as such, may be taken into account in determining the outstanding
whole number of RSUs for purposes of crediting any future dividends) and will be subject to the
same terms and conditions that apply to the RSUs.



4. Issuance of Shares. Reasonably promptly after all or a portion of the RSUs vest (but in
no event later than the March 15 next following the last day of the Director’s taxable year during
which the RSUs vest), the Company will provide Director with a certificate for the shares of Common
Stock issuable on vesting, issued in the Director’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. The certificate(s) 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 the Award Shares, and the
stock transfer records of the Company will reflect stop-transfer instructions with respect to such
shares.



5. Term of Directorship. This Agreement does not grant to Director any right to continue
serving as a director of the Company.



6. 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 Director 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.



7. Disputes. As a condition of the granting of the RSUs, Director 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, Director, his heirs and
personal representatives, and all permitted transferees.



8. RSUs Subject to Plan. The 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.



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) Director agrees to make appropriate arrangements with the Company for satisfaction of any
applicable federal, state or local income tax, withholding requirements or like requirements,
attributable to the vesting of and/or issuance of shares for such RSUs.



     (c) Notwithstanding anything contained herein to the contrary, the Company’s obligation to
issue or deliver certificates evidencing the RSUs or shares of Common Stock 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.



     (d) This Agreement shall be binding upon and inure to the benefit of any successor or
successors of the Company.



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



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     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 Director has
hereunder set his hand as of the date first above written, which date is the Date of Grant of the
RSUs.



ALLIED WASTE INDUSTRIES, INC.




By                                                            




DIRECTOR




                                                            





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