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                                                                   EXHIBIT 10.24



                           NORCAL WASTE SYSTEMS, INC.

                       1996 EMPLOYEE STOCK INCENTIVE PLAN
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                                TABLE OF CONTENTS

                                                                       Page

1.    Purpose                                                            1

2.    Definitions                                                        1

3.    Eligibility                                                        1

4.    Stock Available for Plan                                           1

5.    Administration                                                     2

6.    Awards                                                             3

7.    Options                                                            4

8.    Restricted Stock                                                   7

9.    Stock Appreciation Rights                                          8

10.   Performance Awards                                                10

11.   Dividend Equivalent Rights                                        12

12.   Adjustment Upon Change in Capitalization                          12

13.   Restrictions on Transfer of Shares                                12

14.   Company's Repurchase Option Upon Termination of
      Service                                                           15

15.   Restrictions on Other Activities                                  16

16.   Withholding Taxes                                                 18

17.   Limitation of Rights                                              19

18.   Non-Exclusivity of Plan                                           20

19.   Duration and Amendment of Plan; California Law                    20

20.   Information Provided by Company                                   21

21.   Miscellaneous                                                     21

Exhibit A:  Definitions                                                A-1


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                           NORCAL WASTE SYSTEMS, INC.

                       1996 EMPLOYEE STOCK INCENTIVE PLAN


      1.    Purpose.

            The purpose of this Plan is (a) to enable the Company to attract and
retain officers, key employees and other selected Participants who are important
to the Company, and (b) to provide such persons with additional incentive to
advance the interests of the Company. Pursuant to this Plan, the Committee will
grant Awards which provide the Participants with a proprietary interest in the
long-term growth and performance of the Company. These Awards may include
Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Stock
Appreciation Rights, Performance Awards and Dividend Equivalent Rights.

      2.    Definitions.

            Capitalized terms not otherwise defined in this Plan will have the
meanings set forth in Exhibit A to this Plan.

      3.    Eligibility.

            Awards will be granted only to persons who are officers, employees
or directors of the Company or any of its Affiliates.

      4.    Stock Available for Plan.

            The maximum number of Shares available for Awards under this Plan
(the "Available Shares") is 5,260,500 less any Shares set forth in awards
granted pursuant to the Company's 1996 Executive Stock Incentive Plan, 1996
Non-Employee Director Stock Option Plan, Deferred Compensation and Stock Option
Plan, and 1990 Stock Option Plan (with the number of Shares granted pursuant to
such other plans to be determined by the Committee from time to time), subject
to the following adjustments and limitations:

            (a) When any Award (other than a Performance Unit denominated in
dollars) is granted, the Available Shares will be reduced by the number of
Shares set forth in such Award.

            (b) When any portion of an Award (other than a Performance Unit
denominated in dollars) expires, is cancelled or is otherwise terminated for any
reason, the Available Shares will be increased by the Shares allocable to



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the expired, cancelled or otherwise terminated portion of the Award.

            (c) If the Company ever repurchases Shares pursuant to this Plan,
the Available Shares will be increased by the number of such repurchased Shares.

            (d) Upon a change in capitalization, the number of Available Shares
will be adjusted in number and kind pursuant to Section 12.

            (e) As provided in Section 260.140.45 of the California Regulations,
the total number of Shares issuable upon exercise of all outstanding Awards
(exclusive of certain rights and warrants described in Section 260.140.45) and
the total number of Shares called for under any stock bonus or similar plan will
not exceed the limit set forth in Section 260.140.45.

      5.    Administration.

            (a) Committee Membership. This Plan will be administered by the
Committee, which will consist of two or more members of the Board. The members
of the Committee (i) will be appointed by the Board and (ii) may not be
employees of the Company. If no Committee has been appointed, the entire Board
will constitute the Committee.

            (b) Committee Procedures. The Board will designate one of the
members of the Committee as chairperson. The Committee may hold meetings at such
times and places as it will determine. The acts of a majority of the Committee
members present at meetings at which a quorum exists, or acts approved in
writing by all Committee members, will be valid acts of the Committee.

            (c) Committee Responsibilities. Subject to the provisions of this
Plan, the Committee will have full authority and discretion to take the
following actions:

                  (i) To determine when Awards are to be granted under this
Plan;

                  (ii) To select the Participants for each Award;

                  (iii) To determine the terms and conditions of each Award;

                  (iv) To authorize any person to execute, on behalf of the
Company, any Award Agreement or other instrument required to carry out the
purposes of this Plan;


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                  (v) To adopt, amend, waive or rescind rules, procedures and
restrictions relating to this Plan or to any Award;

                  (vi) To interpret this Plan and to apply its provisions;

                  (vii) To determine whether a leave of absence will be granted
to a Participant without constituting a termination of employment or service for
purposes of the Plan;

                  (viii) To cause the Company to loan Participants funds for any
purpose related to this Plan, including to purchase any Shares or to pay any
taxes due with respect to any Award (with such loans to be granted within the
absolute discretion of the Committee and upon such terms as the Committee may
determine); and

                  (ix) To take any other action it deems necessary or advisable
for the implementation and administration of this Plan.

            (d) Discretion. The presence in this Plan of specific instances
where the Committee has express discretion to make determinations with respect
to this Plan or to any Award (such as the discretion to extend the term of an
Option pursuant to Section 7(e)(v) below) does not imply that the Committee does
not have discretion to make other determinations not expressly set forth in this
Plan.

            (e) Finality. All decisions, interpretations and other actions of
the Committee will be final and binding on all persons.

      6.    Awards.

            (a) General. The Committee will determine the type or types of
Award(s) to be made to each Participant. Awards may include but are not limited
to Options (which may be either Incentive Stock Options or Nonqualified Stock
Options), Restricted Stock, Stock Appreciation Rights, Performance Awards (which
may be either Performance Shares or Performance Units), or Dividend Equivalent
Rights; these Awards are further described in Sections 7 to 11, respectively.
Awards may be granted singly, in combination or in tandem. Awards may also be
made in combination or in tandem with, in replacement of, or as alternatives to,
grants or rights under any other employee plan of the Company, including the
plan of any entity acquired by the Company.



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            (b) Award Agreement. The terms of any Award will be set forth in an
Award Agreement. No Award will be effective until such Award Agreement is
executed and delivered by the Company and the Participant. The terms set forth
in this Plan will apply to any Award, except to the extent such terms are
expressly modified or deleted in such Award Agreement. The Award Agreement may
also contain other terms and restrictions not set forth in this Plan. If there
is any inconsistency between the terms of this Plan and the terms of the Award
Agreement, the terms of the Award Agreement will control.

      7.    Options.

            (a) General. Subject to the provisions of this Plan, the Committee
will have full and final authority to grant Eligible Persons Options, to
determine whether such Options will be Incentive Stock Options or Nonqualified
Stock Options, and to determine all the terms applicable to such Options. These
terms will be set forth in an Award Agreement and will include the following:
(i) whether such Option is an Incentive Stock Option or Nonqualified Stock
Option; (ii) the number of Shares that may be purchased pursuant to such Option;
(iii) the vesting provisions for such Option; (iv) the exercise price (or any
formula for determining the exercise price); (v) the term of such Option; and
(vi) such other terms as the Committee determines.

            (b) Incentive Stock Options. If the Committee grants an Incentive
Stock Option, such Option must comply with the requirements of Section 422 of
the Code as in effect on the date of the grant. The Committee may amend this
Plan if it considers such amendment to be necessary or desirable to comply with
such requirements.

            (c) Vesting. Each Option will become exercisable ("vest") in such
installments (which need not be equal) and at such times as may be designated by
the Committee and set forth in the Award Agreement; provided, however, that the
rate of vesting must be at least 20% per year over five years from the date such
Option is granted. To the extent not exercised, installments will accumulate and
be exercisable, in whole or in part, at any time after becoming exercisable, but
not later than the date the Option expires, as set forth in Section 7(e) below.
Upon a Participant's Termination of Service for any reason, the Option granted
to such Participant will cease to vest after such Termination Date (unless
otherwise determined by the Committee), and the Optionholder must exercise the
vested portion of such Option within the time periods set forth in Section 7(e)
below. The Committee may accelerate the exercisability of any Option or portion
thereof at any time for any reason.


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            (d) Exercise Price. The exercise price for Shares under each Option
will be determined by the Committee and set forth in the Award Agreement;
provided, however, that the exercise price for Shares must be at least 85% of
the Fair Market Value of the Shares as of the date such Option is granted,
unless the recipient of the Option is the owner of more than 10% of the total
combined voting power of all classes of stock of the Company, in which case the
exercise price must be at least 110% of such Fair Market Value.

            (e) Exercise Period. Options will be for such term as the Committee
will determine; provided, however, that the term of an Option may not be greater
than ten years from the date of grant of such Option. Unless the Award Agreement
provides otherwise, an Option's term will expire as follows:

                   (i) Upon a Participant's Termination of Service for any
reason other than Cause, Disability or death, the Optionholder may, for a period
of three months after such Termination Date, exercise the Option to the extent,
and only to the extent, that such Option was exercisable as of the Termination
Date, after which time the Option will automatically expire.

                  (ii) Upon a Participant's Termination of Service for Cause,
the Optionholder may, for a period of 30 days after such Termination Date,
exercise the Option to the extent, and only to the extent, that such Option was
exercisable as of the Termination Date, after which time the Option will
automatically expire.

                  (iii) Upon a Participant's Termination of Service because of
the Participant's Disability or death, the Optionholder may, for a period of one
year after such Termination Date, exercise the Option to the extent, and only to
the extent, that such Option was exercisable as of the Termination Date, after
which time the Option will automatically expire.

                  (iv) The Committee may, subsequent to the granting of any
Option, extend the term thereof.

            (f)   Method of Exercise.

                   (i) The exercise of an Option will be made only by a written
notice delivered in person or by mail to the Secretary of the Company at the
Company's principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor and otherwise in accordance with
the Award Agreement.



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                  (ii) The exercise price for any Shares purchased pursuant to
the exercise of an Option will be paid in full in cash upon such exercise,
unless otherwise provided in the Award Agreement or unless otherwise determined
by the Committee. The Committee will have discretion to determine at the time of
grant of each Option or at any later date (up to and including the date of
exercise) that the form of payment acceptable in respect of the exercise of such
Option may consist of any of the following (or any combination thereof): (A)
cash, (B) promissory note (upon terms determined by the Committee), or (C) the
transfer of Shares to the Company (upon terms determined by the Committee). Any
Shares transferred to the Company as payment of the purchase price under an
Option will be valued at their Fair Market Value on the day preceding the date
of exercise of such Option. Notwithstanding anything herein to the contrary, a
promissory note will not be an acceptable form of payment in respect of the
exercise of an Option from and after the Initial Public Offering.

                  (iii) Options may also be exercised through a registered
broker-dealer pursuant to such cashless exercise procedures that may, from time
to time, be deemed acceptable by the Committee.

                  (iv) No fractional Shares (or cash in lieu thereof) will be
issued upon exercise of an Option, and the number of Shares that may be
purchased upon exercise will be rounded to the nearest number of whole Shares.

            (g) Non-transferability of Options. No Option will be transferable
by a Participant otherwise than by will or the laws of descent and distribution.

            (h) Rights of Optionholder. No Optionholder will be deemed for any
purpose to be the owner of any Shares subject to any Option unless and until (i)
the Option will have been exercised pursuant to the terms of this Plan and the
Award Agreement, and (ii) the Company will have issued and delivered Shares to
the Optionholder. At that time, the Optionholder will have full voting,
dividend, and other ownership rights with respect to such Shares, subject to
such terms and conditions as may be set forth in this Plan and the Award
Agreement.

            (i) Change in Control. Unless otherwise provided in the Award
Agreement, in the event of a Change in Control, the Committee, in its sole
discretion, may determine that it is in the best interests of the Company, and
if so may take all appropriate action, to:



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                  (i) Cause all or any portion of Options outstanding as of the
date of such Change in Control to become immediately and fully vested and
exercisable.

                  (ii) Cancel all outstanding Options effective as of the date
of such Change in Control and, with respect to that portion of any Option that
will have vested as of such date (the "Vested Shares"), either (A) notify the
Optionholder of the proposed Change in Control reasonably prior to its
consummation so that the Optionholder will have an opportunity to exercise the
Vested Shares immediately prior to such consummation; or (B) provide for a cash
payment to the Optionholder in an amount equal to the excess of the Committee's
determination of the fair market value of the Vested Shares as of such date over
the Exercise Price of such Vested Shares; or

                  (iii) Require the successor corporation to assume the
outstanding Options or substitute therefor comparable options of such successor
corporation or an Affiliate of such successor corporation.

      8.    Restricted Stock.

            (a) Grant. The Committee may grant Eligible Persons Restricted
Stock. Each Award Agreement will contain such terms required by Section
260.140.42 of the California Regulations and such other terms as the Committee
may, in its discretion, determine, including terms relating to the lapse of any
restrictions and the provisions applicable to any Change in Control. Unless the
Award Agreement provides otherwise, Restricted Stock will be subject to the
terms set forth in this Section 8.

            (b) Rights of Participant. Shares of Restricted Stock will be issued
in the name of the Participant as soon as reasonably practicable after the Award
is granted, provided that the Participant has executed an Award Agreement, the
appropriate blank stock powers and, in the discretion of the Committee, an
escrow agreement and any other documents which the Committee may require as a
condition to the issuance of such Shares. At the discretion of the Committee,
Shares issued in connection with a Restricted Stock Award will be deposited
together with the stock powers with an escrow agent (which may be the Company)
designated by the Committee. Unless the Committee determines otherwise, upon
delivery of the Shares to the escrow agent, the Participant will have all of the
rights of a shareholder with respect to such Shares, including the right to vote
the Shares and to receive all dividends paid with respect to the Shares.



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            (c) Treatment of Dividends. At the time Restricted Stock is granted,
the Committee may, in its discretion, determine that the payment to the
Participant of dividends, or a specified portion thereof, declared or paid on
such Shares by the Company will be (i) deferred until the lapsing of the
restrictions imposed upon such Shares and (ii) held by the Company for the
account of the Participant until such time. If dividends are to be deferred, the
Committee will determine whether such dividends are to be reinvested in shares
of Stock (which will be held as additional Shares of Restricted Stock) or held
in cash. If deferred dividends are to be held in cash, there may be credited at
the end of each year (or portion thereof) interest on the amount of the account
at the beginning of the year at a rate per annum as the Committee, in its
discretion, may determine.

      9.    Stock Appreciation Rights.

            (a) General. The Committee may in its discretion, either alone or in
connection with the grant of an Option, grant Eligible Persons Stock
Appreciation Rights in accordance with this Plan, the terms of which will be set
forth in an Award Agreement. If granted in connection with an Option, a Stock
Appreciation Right will cover the same Shares covered by the Option (or such
lesser number of Shares as the Committee may determine) and will, except as
provided in this Section 9, be subject to the same terms as the related Option.

            (b) Time of Grant. A Stock Appreciation Right may be granted (i) at
any time if unrelated to an Option, or (ii) if related to an Option, either at
the time of grant, or at any time thereafter during the term of the Option.

            (c)   Stock Appreciation Right Related to an Option.

                   (i) Exercise. A Stock Appreciation Right granted in
connection with an Option will be exercisable at such time or times and only to
the extent that the related Options are exercisable, and will not be
transferable except to the extent the related Option may be transferable. A
Stock Appreciation Right granted in connection with an Incentive Stock Option
will be exercisable only if the Fair Market Value of a Share on the date of
exercise exceeds the exercise price specified in the related Award Agreement.

                  (ii) Amount Payable. Upon the exercise of a Stock Appreciation
Right related to an Option, the Participant will be entitled to receive an
amount determined by multiplying (A) the excess of the Fair Market Value of a
Share on the date preceding the date of exercise of such


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Stock Appreciation Right over the per Share exercise price under the related
Option, by (B) the number of Shares as to which such Stock Appreciation Right is
being exercised. Notwithstanding the foregoing, the Committee may limit in any
manner the amount payable with respect to any Stock Appreciation Right by
including such limit in the Award Agreement evidencing the Stock Appreciation
Right at the time it is granted.

                  (iii) Treatment of Related Options and Stock Appreciation
Rights Upon Exercise. Upon the exercise of a Stock Appreciation Right granted in
connection with an Option, the Option will be cancelled to the extent of the
number of Shares as to which the Stock Appreciation Right is exercised, and upon
the exercise of an Option granted in connection with a Stock Appreciation Right,
the Stock Appreciation Right will be cancelled to the extent of the number of
Shares as to which the Option is exercised.

            (d) Stock Appreciation Right Unrelated to an Option. The Committee
may grant to Eligible Persons Stock Appreciation Rights unrelated to Options.
Stock Appreciation Rights unrelated to Options will contain such terms and
conditions as to exercisability, vesting and duration as the Committee will
determine. Upon exercise of a Stock Appreciation Right unrelated to an Option,
the Participant's will be entitled to receive an amount determined by
multiplying (A) the excess of the Fair Market Value of a Share on the date
preceding the date of exercise of such Stock Appreciation Right over the Fair
Market Value of a Share on the date the Stock Appreciation Right was granted, by
(B) the number of Shares as to which the Stock Appreciation Right is being
exercised. Notwithstanding the foregoing, the Committee may limit in any manner
the amount payable with respect to any Stock Appreciation Right by including
such limit in the Award Agreement evidencing the Stock Appreciation Right at the
time it is granted.

            (e) Form of Payment. Payment of the amount determined under this
Section 9 may be made in the discretion of the Committee solely in whole Shares
in a number determined at their Fair Market Value on the date preceding the date
of exercise of the Stock Appreciation Right, or solely in cash, or in a
combination of cash and Shares. If the Committee decides to make full payment in
Shares and the amount payable results in a fractional Share, payment for the
fractional Share will be made in cash.

            (f) Change in Control. The Award Agreement will set forth the
provisions applicable in the event of a Change in Control.



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      10.   Performance Awards.

            (a) Performance Objectives. Performance Objectives for Performance
Awards may be expressed in whatever terms the Committee determines, including
(without limitation) (i) earnings per Share, (ii) pre-tax profits, (iii) net
earnings, (iv) return on equity or assets, (v) revenues, (vi) cash flow or (vii)
any combination of the foregoing. Performance Objectives may be in respect of
the performance of the Company and its subsidiaries (which may be on a
consolidated basis), a subsidiary, or a division. Performance Objectives may be
absolute or relative and may be expressed in terms of a progression within a
specified range.

            (b)   Performance Units.

                  (i) The Committee, in its discretion, may grant Eligible
Persons Performance Units, the terms of which will be set forth in an Award
Agreement. Performance Units may be denominated in Shares or in a specified
dollar amount. Contingent upon the attainment of specified Performance
Objectives within the Performance Cycle, Performance Units represent the right
to receive payment as follows: (A) in the case of Share-denominated Performance
Units, the Fair Market Value of a Share on the date the Performance Unit was
granted, the date the Performance Unit becomes vested, or any other date
specified by the Committee, (B) in the case of dollar-denominated Performance
Units, the specified dollar amount or (C) a percentage (which may be more than
100%) of the amount described in clause (A) or (B), depending on the level of
Performance Objective attainment; provided, however, that the Committee may at
the time a Performance Unit is granted specify a maximum amount payable in
respect of a vested Performance Unit. Each Award Agreement will specify the
number of Performance Units to which it relates, the Performance Objectives
which must be satisfied in order for the Performance Units to vest, and the
Performance Cycle within which such Performance Objectives must be satisfied;
provided, however, that satisfaction of any applicable Performance Objectives
will be made without regard to any change in accounting standards that may be
required after the Performance Objectives are established.

                  (ii) Vesting. Performance Units will become vested at such
time or times and on such terms, conditions and satisfaction of Performance
Objectives as the Committee may, in its discretion, determine at the time an
Award is granted.

                  (iii) Payment of Awards. Payment for vested Performance Units
will be made within 60 days after the last day of the Performance Cycle to which
such Award relates,


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unless the Award Agreement provides for the deferral of payment. Such payments
may be made entirely in Shares valued at their Fair Market Value as of the last
day of the applicable Performance Cycle or such other date specified by the
Committee, entirely in cash, or in such combination of Shares and cash as the
Committee in its discretion will determine at any time prior to such payment.

            (c) Performance Shares. The Committee, in its discretion, may grant
Eligible Persons Performance Shares, the terms of which will be set forth in an
Award Agreement between the Company and the Participant. Each Award Agreement
may require that an appropriate legend be placed on Share certificates. Unless
this Award Agreement provides otherwise, Performance Shares will be subject to
the following terms and provisions:

                  (i) Rights of Participant. At the time an Award is made, the
Committee will provide the time or times at which the actual Shares represented
by such Award will be issued in the name of the Participant; provided, however,
that no Performance Shares will be issued until the Participant has executed an
Agreement evidencing the Award, the appropriate blank stock powers and, in the
discretion of the Committee, an escrow agreement and any other documents which
the Committee may require as a condition to the issuance of such Performance
Shares. At the discretion of the Committee, Shares issued in connection with an
Award of Performance Shares will be deposited, together with the stock powers,
with an escrow agent (which may be the Company) designated by the Committee.
Upon delivery of the Shares to the escrow agent, the Participant will have, in
the discretion of the Committee, all of the rights of a shareholder with respect
to such Shares, including the right to vote the Shares and to receive all
dividends paid with respect to the Shares.

                  (ii) Lapse of Restrictions. Restrictions upon Performance
Shares awarded hereunder will lapse and such Performance Shares will become
vested at such time or times and on such terms, conditions and satisfaction of
Performance Objectives as the Committee may, in its discretion, determine at the
time an Award is granted.

            (d) Effect of Change in Control. The Award Agreement evidencing
Performance Units or Performance Shares will provide for the treatment of such
Awards (or portions thereof) in the event of a Change in Control.



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      11.   Dividend Equivalent Rights.

            Dividend Equivalent Rights may be granted to Eligible Persons in
tandem with another Award or as a separate Award. The terms applicable to each
Dividend Equivalent Right will be specified in an Award Agreement. Amounts
payable in respect of Dividend Equivalent Rights may be payable currently,
deferred until the lapsing of restrictions on such Dividend Equivalent Rights,
or deferred until the vesting, exercise, payment, settlement or other lapse of
restrictions on the Award to which the Dividend Equivalent Rights relate. If the
amount payable in respect of Dividend Equivalent Rights is to be deferred, the
Committee will determine whether such amounts are to be held in cash, reinvested
in Shares or deemed to be reinvested in Shares. If amounts payable in respect of
Dividend Equivalent Rights are to be held in cash, there may be credited at the
end of each year (or portion thereof) interest on the amount of the account at
the beginning of the year at a rate per annum as the Committee, in its
discretion, may determine. Dividend Equivalent Rights may be settled in cash or
Shares or a combination thereof, in a single installment or multiple
installments, as determined by the Committee.

      12.   Adjustment Upon Change in Capitalization.

            In the event of any change in the outstanding Shares of the Company
as a result of a stock split, reverse stock split, stock dividend or
distribution, recapitalization, combination or reclassification, the Committee
will conclusively determine the appropriate adjustments, if any, to be made with
respect to this Plan and any outstanding Awards, including (a) the maximum
number and class of Shares or other stock or securities with respect to which
Awards may be granted under this Plan, (b) the number and class of Shares or
other stock or securities which are subject to outstanding Awards granted under
this Plan and the exercise or purchase price therefor, if applicable, and (c)
the Performance Objectives. Any such adjustments will be made only by the
Committee, and when so made will be effective, conclusive and binding for all
purposes with respect to this Plan and all Awards then outstanding. No such
adjustments will be required by reason of the issuance or sale by the Company
for cash or other consideration of additional Shares or securities convertible
into or exchangeable for Shares.

      13.   Restrictions on Transfer of Shares.

            (a) General. A person who acquires Shares pursuant to the exercise
of an Option or pursuant to any other Award under this Plan (the "Holder") may
not Transfer


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all or any portion of such Shares, whether voluntarily, involuntarily, or by
operation of law, unless: (i) such Transfer complies with all the terms of this
Plan and the applicable Award Agreement, including the right of first refusal
set forth in Section 13(b) below, (ii) each transferee executes such documents
as the Committee may require, agrees to be bound by this Plan and the applicable
Award Agreement, and acknowledges that the status or conduct of the Participant
to whom the Award was originally granted may affect the transferee's rights as a
shareholder (such as when any Shares may be repurchased by the Company); (iii)
each transferee does not, directly or indirectly, promote, participate, or
engage in any activity or business competitive with the Company; and (iv) the
Company is satisfied that such Transfer complies with applicable federal and
state securities laws. Any attempt to Transfer Shares will be void unless the
provisions of this Plan and the applicable Award Agreement are satisfied.

            (b)   Right of First Refusal.

                  (i) Applicable Transactions. The right of first refusal
("ROFR") in this Section 13(b) will apply whenever the Holder intends (or is
required by operation of law or otherwise) to sell, pledge or otherwise Transfer
any Shares, except that (A) this Section 13(b) will not apply to transfers by
the Holder (1) by will or under the laws of descent and distribution, or (2) to
one or more Permitted Transferees, and (B) this Section 13(b) will terminate
upon the effective date of the Company's Initial Public Offering.

                  (ii) Notice. Before making any voluntary transfer of Shares,
the Holder will give written notice to the Company. In the event of a transfer
by operation of law or other involuntary transfer, the transferee promptly will
give written notice to the Company. In either event, such notice (the "ROFR
Notice") must specify: (A) the proposed transferee(s); (B) the number of Shares
to be transferred (the "Applicable Shares"); (C) the consideration to be
received per Share; and (D) all other material terms relating to the proposed
transfer.

                  (iii) Consideration.

                        (A)   If the proposed transaction is a
transfer of Shares solely for cash, then the Company's option will be to
purchase all or any portion of the Applicable Shares upon the same terms and
conditions set forth in the ROFR Notice.

                        (B) If the proposed transaction is a transfer of Shares
wholly or partially in exchange for


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property other than cash, the purchase price of such Applicable Shares to the
Company will be an amount in cash equal to the fair market value of such
property proposed to be received in exchange for the Applicable Shares, as
reasonably determined in good faith by the Committee (plus the cash, if any,
included in the consideration for such Applicable Shares).

                        (C)   If the proposed transaction is a
pledge or other hypothecation of the ROFR Shares, or a gift or any other
Transfer not specifically described in Section 13(b)(iii)(A) or (B) above, then
the Company's option will be either: (1) to lend or otherwise Transfer to the
Employee such consideration as described in the ROFR Notice and otherwise to
accept the proposed Transfer of the Applicable Shares upon all the terms and
conditions stated therein; or (2) to purchase for cash all or any portion of the
Applicable Shares, in which case the purchase price will be the Fair Market
Value for the Applicable Shares, as determined by the Committee.

                        (D)   Whenever any determination of value
must be made by the Committee pursuant to this Section 13(b)(iii), the ROFR
Notice will be deemed delayed for all time periods set forth in this Section 13
until such determination has been made.

                  (iv) Exercise of ROFR.

                        (A)   The Company will have an assignable
option (but not an obligation) to purchase all or any portion of the Applicable
Shares. The Company may exercise this option by notifying the Holder of its
election to purchase all of the Applicable Shares within 30 days after the
receipt of the ROFR Notice.

                        (B)   If the Company elects within such 30
day period to purchase all the Applicable Shares, the Holder will be obligated
to sell, and the Company (or its assignee) will be obligated to purchase, the
Applicable Shares for the consideration specified in Section 13(b)(iii) and
otherwise on the terms set forth in the ROFR Notice. All parties will use their
best efforts to consummate the transaction as promptly as possible.

                  (v) Non-Exercise of ROFR. The ROFR will not be deemed
exercised unless (i) the Company (or its assignee) elects within the applicable
time period specified above to purchase all of the Applicable Shares and (ii)
such purchase is consummated within 90 days after the Company's receipt of the
ROFR Notice. If the ROFR is not deemed exercised, the Holder may Transfer such
Applicable Shares to the proposed


                                      -14-
<PAGE>   17
transferee(s) for a period of 60 days following the first date on which the ROFR
is not exercisable, provided that the other terms of this Agreement are
satisfied and that such Transfer is not more favorable to the transferee(s) than
the terms offered to the Company.

            (c) Market Standoff. In connection with a firm commitment
underwritten public offering of securities of the Company, if requested by the
Company or its principal underwriter, each Holder of any Shares: (i) will not
Transfer any Shares not included in such underwriting during the 120-day period
(or such shorter or longer period as the underwriter may require of the
principal security holders of the issuer) following the effective date of the
registration statement filed with the Securities and Exchange Commission in
connection with such offering; and (ii) will execute such instruments as the
underwriter may reasonably require to evidence compliance with this Section .

            (d) Escrow. For purposes of facilitating the enforcement of the
restrictions on Transfer and the rights of repurchase set forth in this Plan or
in any Award Agreement, the Committee may, at its discretion, require any Holder
of Shares to deliver the certificate(s) for such Shares with a stock power
executed by the Holder, in blank, to the Secretary of the Company or his
designee, to hold said certificate(s) and stock power(s) in escrow, and to take
all such actions and to effectuate all such Transfers or repurchases as are in
accordance with the terms of this Plan. The certificates may be held in escrow
so long as the Shares whose ownership they evidence are subject to any Transfer
restriction or right of repurchase under this Plan or under any Award Agreement.
Each Participant, by accepting an Award, acknowledges that the Secretary of the
Company (or his designee) is so appointed as the escrow holder with the
foregoing authorities as a material inducement to the grant of an Award under
the Plan, that the appointment is coupled with an interest, and that it
accordingly will be irrevocable.

      14.   Company's Repurchase Option Upon Termination of Service.

            (a) General. Upon a Termination of Service with respect to any
Participant, the Company will have an assignable option (but not an obligation)
(the "Repurchase Option"), to repurchase all or any portion of the Shares
acquired by the Participant (or any subsequent transferee) pursuant to the
exercise of an Option or pursuant to any other Award under this Plan. The
Company's Repurchase Option will be subject to Section 17(d) below and will
terminate on the Company's Initial Public Offering.


                                      -15-
<PAGE>   18
            (b) Repurchase Price. The repurchase price will be the higher of (A)
the Fair Market Value of the Shares being repurchased, as of the Termination
Date, or (B) the purchase price paid to the Company for such Shares.

            (c) Payment. The repurchase price may be paid, at the option of the
Company, by any of the following means, or any combination of the following
means: (i) cash; or (ii) cancellation of all or any portion of any outstanding
purchase money indebtedness owed by the Holder to the Company.

            (d) Procedures for Exercise of Repurchase Option. The Company may
exercise the Repurchase Option itself or assign the Repurchase Option to one or
more other persons, including the other shareholders of the Company. Within 60
days after the Fair Market Value of the Shares has been determined, the Company
will notify the Holder if it wishes to exercise its Repurchase Option, or if it
has assigned the Repurchase Option to other persons who wish to exercise such
Repurchase Option. Such notice will set a date for the closing of the
transaction not later than 30 days from the date of such notice.

      15.   Restrictions on Other Activities.

            (a)   General.

                   (i) Unless the Award Agreement provides otherwise, any Award
of Options or Restricted Stock will be subject to this Section 15. The Award
Agreement for any Award not involving Options or Restricted Stock will set forth
whether, and to what extent, the provisions of this Section 15 apply to such
Award.

                  (ii) Subject to Section 15(a)(i) and Section 19(d), if any
Participant breaches any provision set forth in this Section 15, the Company
may, in its discretion, (A) cancel any unexercised, unexpired, unpaid or
deferred portions of any Awards, and (B) subject to Section 17(d) below,
repurchase any Shares that were acquired by the Participant (or any subsequent
transferee) pursuant to the exercise of an Option or pursuant to the grant of
Restricted Stock, with the repurchase price for such Shares being an amount
equal to the price paid to the Company for such Shares. In addition, subject to
Section 17(d) below, the Company will have an assignable option (but not an
obligation) to repurchase any other Shares held by the Participant (or any
subsequent transferee), with the purchase price for such Shares being their Fair
Market Value. Any payments for such repurchase will be upon the same terms set
forth in Section 14(c), and any such repurchase will be


                                      -16-
<PAGE>   19
exercised pursuant to the procedures set forth in Section 14(d) above.

            (b) Noncompetition. During the Restrictive Period, the Participant
will not carry on or engage as an Interested Party in any business within the
Territory that competes, directly or indirectly, with the Business of the
Company.

            (c) Assistance to Acquiror. During the Restrictive Period, the
Participant will not become associated with (whether through an investment of
capital or otherwise), provide services to, or otherwise solicit, aid, assist or
cooperate with any person, group or entity (an "Acquiror") in any effort to
effect a Change in Control transaction with respect to the Company. Nothing in
this Section 15(c) will be construed to preclude such Participant from owning
less than 1% of the outstanding common stock of an Acquiror if the Acquiror's
stock is publicly traded and the Participant acquires such stock in the open
market.

            (d) Solicitation of Customers. During the Restrictive Period, the
Participant will not engage in any unfair competition with the Company. During
the Restrictive Period, the Employee will not, without the prior written consent
of the Company, directly or indirectly disclose to any person, the names or
addresses of any of the Company's customers, clients and other business
associates or any other information pertaining to them, or call on, solicit or
take away any of the Company's customers, clients or other business associates,
either for the Participant or for any other person.

            (e) Solicitation of Employees and Others. During the Restrictive
Period, the Participant will not, without the prior written consent of the
Company, directly or indirectly seek to persuade any director, officer or
employee of the Company to discontinue his or her position with such entity or
to become employed or engaged in any activity competitive with the Business of
the Company.

            (f) Confidential Information.

                   (i) The Participant will use the Company's Confidential
information exclusively for the benefit of the Company, and for no other purpose
whatsoever. The Participant will not disclose any Confidential Information to
any person unless: (A) such disclosure is in connection with his employment with
the Company; (B) the Participant first obtains the prior written consent of the
Company; or (C) the Participant is required by law to disclose such Confidential
Information.


                                      -17-
<PAGE>   20
                  (ii) If the Participant or any of his agents are requested or
required by oral questions, interrogatories, depositions, requests for
information or documents in legal proceedings, subpoena, civil investigative
demand or other similar process to disclose any part of the Confidential
Information, the Participant will immediately notify the Company in writing of
the existence, terms and circumstances surrounding such a request or requirement
so that the Company may take such steps as it deems necessary or appropriate to
protect the confidentiality of the Confidential Information. If, in the written
opinion of the Participant's counsel, disclosure of any Confidential Information
by the Participant or any of his agents is nonetheless legally required, the
Participant or his agents may disclose to such tribunal only that portion of the
Confidential Information which such counsel advises is legally required to be
disclosed. The Participant will exercise his or her best efforts to preserve the
confidentiality of the Confidential Information, including without limitation,
cooperating with the Company to obtain an appropriate protective order or other
reliable assurance that confidential treatment will be accorded to the
Confidential Information by such tribunal and the parties before it.

            (g) Adverse Actions. During the Restrictive Period, the Participant
will not take any action or omit to take any action that the Participant knows
or reasonably should know is likely to adversely affect the Company in a
material manner.

      16.   Withholding Taxes.

            (a) General. When a Participant recognizes taxable income in
connection with any Award (a "Taxable Event"), the Participant will pay to the
Company an amount equal to the federal, state and local income taxes and other
amounts as may be required by law to be withheld by the Company in connection
with the Taxable Event (the "Withholding Taxes") prior to the issuance, or
release from escrow, of Shares or the payment of cash. The Company will have the
right to deduct from any payment of cash to a Participant an amount equal to the
Withholding Taxes.

            (b) Tax Election. A Participant may make a written election (the
"Tax Election"), which may be accepted or rejected in the discretion of the
Committee, to have withheld a portion of the Shares then issuable to the
Participant having an aggregate Fair Market Value, on the date preceding the
date of such issuance, equal to the Withholding Taxes. The Committee may, by the
adoption of rules or otherwise, impose such restrictions or limitations on Tax
Elections as it considers appropriate, including


                                      -18-
<PAGE>   21
restrictions required to comply with Section 16(b) of the Exchange Act.

      17.   Limitation of Rights.

            (a) Employment Rights. Neither this Plan nor any Award granted under
this Plan will give any individual a right to remain employed by the Company.
The Company reserves the right to terminate the employment of any employee at
any time, with or without Cause.

            (b) Shareholder Rights. A Participant will have no dividend rights,
voting rights or other rights as a shareholder with respect to any Shares
covered by his or her Award prior to the issuance of a stock certificate for
such Shares.

            (c) Creditor Rights; Unfunded Plan. Insofar as it provides for
Awards of Shares or cash, this Plan will be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
Shares, cash, or rights thereto under the Plan, any such accounts will be used
merely as a bookkeeping convenience. The Company will not be required to
segregate any assets that may at any time be represented by Shares, cash, or
rights thereto, nor will the Company, the Board or the Committee be deemed to be
a trustee of any Shares, cash, or rights thereto to be granted under the Plan.
Any liability of the Company to any Participant with respect to a grant of
Shares, cash, or rights thereto under the Plan will be based solely upon any
contractual obligation that may be created by the Plan and any Award Agreement;
no such obligation of the Company will be deemed to be secured by any pledge or
other encumbrance on any property of the Company.

            (d) Restricted Payments. Notwithstanding any other provision of this
Plan, the Company will not purchase, redeem or otherwise acquire or make
payments with respect to Shares or Options if and to the extent such payments
are restricted by (i) the Indenture dated as of November 21, 1995 among the
Company, its Affiliates and IBJ Schroeder Bank & Trust Company, as trustee, (ii)
the Revolving Credit Agreement dated as of November 21, 1995 among the Company,
its Affiliates and First National Bank of Boston, (iii) other credit agreements
the Company may enter into in the future, or (iv) applicable law, including but
not limited to Section 500 et seq. of the California Corporations Code.

            (e) Government Regulations. Any other provision of this Plan
notwithstanding, the obligations of the Company with respect to Shares to be
issued pursuant to the Plan will be subject to all applicable laws, rules and
regulations, and


                                      -19-
<PAGE>   22
such approvals as may be required by any governmental agencies. The Company
reserves the right to restrict, in whole or in part, the delivery of Shares
pursuant to any Award until such time as any legal requirements or regulations
have been satisfied relating to the issuance of such Shares, including their
registration, qualification or exemption from registration or qualification
under the Securities Act or any applicable state securities laws.

            (f) Pooling Transaction. Notwithstanding any other provision of this
Plan, in the event of a Change in Control which is also intended to constitute a
pooling transaction for accounting purposes, the Participant and Committee will
negotiate in good faith such changes that are deemed reasonably necessary by the
Company's accountants to assure that the transaction qualifies as a pooling
transaction.

      18.   Non-Exclusivity of Plan.

            The adoption of this Plan will not be construed as amending,
modifying or rescinding any previously approved incentive arrangement or as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.

      19.   Duration and Amendment of Plan; California Law.

            (a) Term of the Plan. The Plan will become effective on the date it
is adopted by the Board, provided that this Plan is approved by the shareholders
of the Company (excluding any Shares issued by the Company pursuant to an Award
granted under this Plan) within 12 months before or after the date of adoption
by the Board. If this Plan is not approved by the shareholders of the Company
within that 12 month period of time, any Awards granted under this Plan will be
rescinded and will be void. This Plan will remain in effect until the tenth
anniversary of the date of adoption by the Board or its approval by the
shareholders of the Company, whichever is earlier, unless it is terminated
earlier pursuant to Section 19(b).

            (b) Amendment or Termination. The Committee may, at any time and for
any reason, amend or terminate this Plan; provided, however, that (i) any
amendment of this Plan will be subject to the approval of the Company's
shareholders to the extent required by applicable laws, regulations or rules;
(ii) no amendment or termination of this Plan may adversely affect the rights of
Participants under Awards that were


                                      -20-
<PAGE>   23
granted before such amendment or termination; and (iii) any amendment of this
Plan that would (A) increase the number of Available Shares as set forth in
Section 4, (B) modify the requirement set forth in Section 5(a) that members of
the Committee may not be employees of the Company or (C) modify any provisions
hereof expressly restricting the term of any Award hereunder, will, in the case
of clauses (A), (B) and (C) above, be subject to the approval of the outstanding
shares of the Company (as such term is defined in Section 152 of the California
General Corporation Law).

            (c) Public Company. In connection with an Initial Public Offering,
the Committee may amend this Plan to comply with the requirements of Section
162(m) of the Code and Rule 16b-3 under the Exchange Act.

            (d) Compliance with California Law. The terms and provisions of this
Plan, grants of Awards hereunder and all Award Agreements executed and delivered
in connection with such grants are intended to be in compliance with all
applicable provisions of the California Corporate Securities Law of 1968 (the
"Securities Law") and the California Regulations, as such laws and regulations
are in effect from time to time. In particular, to the extent applicable, the
terms and provisions of all Awards are intended to be in compliance with Section
25102(o) of the Securities Law (or any similar successor provision).

      20. Information Provided by Company. Prior to the Company's Initial Public
Offering, the Company annually will make available to each Participant the
Company's financial statements (which statements need not be audited), and each
Optionholder will, by virtue of entering into an Award Agreement, be deemed to
have agreed (and to cause the agents and advisers to whom such Optionholder
proposes to make such information available to agree) to keep such information
confidential and not to use such information for any purpose whatsoever other
than determining whether to exercise an Option.

      21.   Miscellaneous.

            (a) Notice. Any notice to the Company required by any provision of
this Plan will be addressed to the Secretary of the Company in writing, and will
become effective when it is received by such person.

            (b) Severability. If any provision of this Plan is deemed invalid,
illegal, unenforceable or not in compliance with the Securities Law or the
California Regulations, such provision will be deemed amended to the extent
necessary to conform to applicable law so as to be


                                      -21-
<PAGE>   24
valid, legal and enforceable and to provide the Company with the exemption set
forth in Section 25102(o) of the Securities Law; if such provision cannot be
amended as provided above, it will be stricken and the remainder of this Plan
will remain in full force and effect.

            (c) Governing Law. This Plan and all determinations made and actions
taken pursuant to this Plan, to the extent not otherwise governed by the laws of
the United States, will be governed by the laws of the State of California and
will be construed accordingly.





                                      -22-
<PAGE>   25
                           NORCAL WASTE SYSTEMS, INC.

                       1996 EXECUTIVE STOCK INCENTIVE PLAN


                                    Exhibit A

                                   Definitions

            For purposes of this Plan, the following terms are defined as
follows:

            "Adjusted Fair Market Value" means, in the event of a Change in
Control, the greater of (a) the highest price per Share paid to holders of the
Shares in any transaction (or series of transactions) constituting or resulting
in a Change in Control, or (b) the highest Fair Market Value of a Share during
the 90 day period ending on the date of a Change in Control.

            "Affiliate" means any corporation or other entity (including, but
not limited to, partnerships and joint ventures) controlling, controlled by or
under common control with the Company.

            "Available Shares" has the meaning set forth in Section 4.

            "Award" means the grant of any equity-based compensation to Eligible
Persons pursuant to this Plan, which includes but is not limited to an Option,
Restricted Stock, a Stock Appreciation Right, a Performance Award or a Dividend
Equivalent Right.

            "Award Agreement" means the written agreement between the Company
and a Participant evidencing the grant of an Award and setting forth the terms
of such Award.

            "Board" means the Board of Directors of the Company.

            "Business" means (a) any aspect of the waste management business,
including refuse collecting, recycling and other waste diversion, transfer
station and hauling operations, or operation of landfills, or (b) any other
business then conducted by the Company during the applicable Restrictive Period,
or, if substantial time or resources have been devoted to a proposed business,
as proposed to be conducted by the Company at such time.

            "California Regulations" means rules and regulations adopted by the
California Corporation


                                       A-1
<PAGE>   26
Commissioner set forth in Title 10 of the California Code of Regulations,
including Sections 260.140.41, .42, .45 and .46 thereof.

            "Cause" means termination of a Participant's employment with, or
service to, the Company for any one or more of the following reasons: (a)
willful misconduct which adversely affects the Company in a material manner; (b)
willful and material failure to perform reasonably assigned duties after written
notice from the Board; (c) conviction of a felony; or (d) breach of any material
provision of the Award Agreement.

            A "Change in Control" means the consummation of:

                  (i) A merger, consolidation or reorganization involving the
Company, unless such merger, consolidation or reorganization is a "Non-Control
Transaction." A "Non-Control Transaction" means a merger, consolidation or
reorganization of the Company where:

                        (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least 75%
of the combined voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation or reorganization (the
"Surviving Corporation") in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger, consolidation or
reorganization; and

                        (B) the individuals who were members of the Board
immediately prior to the execution of the agreement providing for such merger,
consolidation or reorganization constitute at least two-thirds of the members of
the board of directors of the Surviving Corporation, or a corporation
beneficially directly or indirectly owning a majority of the Voting Securities
of the Surviving Corporation; or

                  (ii) The sale or other disposition of all or substantially all
of the assets of the Company to any Person (other than a transfer to a
Subsidiary in which the Company retains at least 80% of the voting securities
and the value of ownership interests in such Subsidiary).

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Committee" means a committee, as described in Section 5(a),
appointed by the Board to administer this Plan and to perform the functions set
forth in this Plan.


                                       A-2
<PAGE>   27
            "Company" means Norcal Waste Systems, Inc. ("Norcal"), and its
subsidiaries, including subsidiaries of subsidiaries and partnerships and other
business ventures in which Norcal has a significant equity interest, as
determined in the sole discretion of the Committee.

            "Confidential Information" means all information belonging to the
Company, its customers, clients or business associates, which information is
protectible as a trade secret under California law, and which may include
without limitation, business, marketing, distribution and purchasing plans,
techniques and strategies; financial statements, budgets, projections, prices,
and costs; customer lists; and know-how, formulae, discoveries, and inventions.

            "Disability" means that the Company has determined, based on
competent medical evidence, that a Participant has become incapable, mentally or
physically, of substantially performing his services and substantially
discharging his duties to the Company for a period which has lasted, or can
reasonably be expected to last, for at least six months.

            "Dividend Equivalent Right" means a right to receive all or some
portion of the cash dividends that are or would be payable with respect to
Shares.

            "Eligible Person" means a person eligible to receive an Award
pursuant to Section 3 of this Plan.

            "ESOP" means the Norcal Waste Systems, Inc. Employee Stock Ownership
Plan.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Fair Market Value" means, with respect to the Shares and as of the
date that is relevant to such determination, the price per Share determined by
the Committee pursuant to the following standards: (a) if the Shares are traded
on a stock exchange on the date in question, then the Fair Market Value will be
equal to the closing price reported by the applicable composite-transactions
report for such date; (b) if the Shares are traded over-the-counter on the date
in question and are classified as a national market issue, then the Fair Market
Value will be equal to the last-transaction price quoted by the Nasdaq system
for such date; (c) if the Shares are traded over-the-counter on the date in
question but are not classified as a national market issue, then the Fair Market
Value will be equal to the mean between the last reported representative bid and
asked prices quoted by the Nasdaq system for such date; and (d) if none of the
foregoing


                                       A-3
<PAGE>   28
provisions is applicable, then the Fair Market Value will be the value
established by the Committee in good faith, which value may be (i) the most
recent per-Share valuation obtained by the ESOP from third-party consultants in
connection with the ESOP's annual allocation of Shares, or (ii) a more recent
per-Share valuation obtained by the Committee, at its discretion, from an
independent valuation expert.

            "Holder" means a person who acquires Shares pursuant to the exercise
of an Option or pursuant to any other Award.

            "Incentive Stock Option" means an Option satisfying the requirements
of Section 422 of the Code and designated by the Committee as an Incentive Stock
Option.

            "Initial Public Offering" means the consummation of the first
underwritten public offering of Shares pursuant to a registration statement
(other than on Form S-8 or successor forms) filed with, and declared effective
by, the Securities and Exchange Commission.

            "Interested Party" means an owner, shareholder (other than of less
than 1% of the outstanding shares of any publicly-held class of stock), partner,
creditor, director, officer, agent, manager, operator, salesman, employee or any
other participant in any capacity that calls for the rendering of personal
services, advice or acts of management, operation or control.

            "Nonqualified Stock Option" means an Option which is not an
Incentive Stock Option.

            "Option" means a Nonqualified Stock Option or an Incentive Stock
Option granted pursuant to Section 7.

            "Optionholder" means a person holding an Option, who may be either
the Participant to whom the Option was initially granted or any subsequent
transferee permitted under this Plan.

            "Participant" means a person to whom an Award has been granted
pursuant to this Plan.

            "Performance Awards" means Performance Units, Performance Shares or
either or both of them.

            "Performance Cycle" means the time period specified by the Committee
at the time Performance Awards are granted during which the performance of the
Company, a subsidiary or a division will be measured.



                                       A-4
<PAGE>   29
            "Performance Objectives" has the meaning set forth in Section 10.

            "Performance Shares" means Shares issued or transferred to a
Participant under Section 10.

            "Performance Unit" means Performance Units granted to a Participant
under Section 10.

            "Permitted Transferee" means a Participant's ancestors, descendants
or spouse (other than pursuant to a decree of divorce, dissolution or separate
maintenance, a property settlement, or a separation agreement or any similar
agreement or arrangement with a spouse which is not for bona fide estate
planning purposes), or a trust, partnership, custodianship or other fiduciary
account primarily for the benefit of the Participant and/or such ancestors,
descendants or spouse.

            "Plan" means this Norcal Waste Systems, Inc. 1996 Executive Stock
Incentive Plan, as it may be amended from time to time.

            "Restricted Stock" means Shares issued to a Participant pursuant to
Section 8.

            "Restrictive Period" means (a) the period the Participant is
employed by, or providing services to, the Company; and (b) the period beginning
on the Termination Date and continuing until the earlier of (i) three years
after such date, or (ii) such time as neither the Company nor any person
acquiring the goodwill or the stock of the Company carries on a substantially
similar Business within the Territory.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Shares" means the common stock, par value $.01 per share, of the
Company.

            "Stock Appreciation Right" means a right to receive all or some
portion of the increase in the value of the Shares, as provided in Section 9.

            "Termination Date" means the date on which a Termination of Service
occurs.

            "Termination of Service" means a Participant ceases to be an
Eligible Person, such as when an employee's employment is terminated for any
reason.



                                       A-5
<PAGE>   30
            "Territory" means, at any particular time, each and every city and
county within California or any other state where the Company is carrying on or
proposes to carry on its Business.

            "Transfer" includes, without limitation, a voluntary or involuntary
sale, assignment, transfer, conveyance, pledge, hypothecation, encumbrance, or
other disposition of Awards or Shares.


                                       A-6