ex10-25.htm


    
      

    

    Exhibit 10.5

     

    
      AMENDMENT
TO

      EMPLOYMENT
AGREEMENT

       

      This
AMENDMENT TO EMPLOYMENT AGREEMENT
(this “Amendment”), is made
and entered into effective as of [__________________], 2008 (the “Effective Date”), by
and between Waste Connections, Inc., a Delaware corporation (the “Company”), and
[_________________] (the “Employee”).

       

      WHEREAS, the Company and the
Employee desire to amend that certain Employment Agreement by and between the
Company and the Employee, dated as of [_________________] (the “Agreement”), in order
to ensure that the benefits to be provided by the Agreement comply with, or are
exempt from, the provisions of Section 409A of the United States Internal
Revenue Code (the “Code”).

       

      NOW, THEREFORE, in
consideration of the premises and the mutual covenants and conditions herein,
the Company and the Employee hereby agree as follows effective as of the
Effective Date.  Except as otherwise defined herein, capitalized terms
shall have the meanings assigned to them in the Agreement.

       

      1.           Amendment.  The
Agreement shall be deemed amended to the extent necessary to provide the
following:

       

      (a)           Separation from
Service.  No benefits payable upon Employee’s termination of
employment that are deemed deferred compensation subject to Section 409A of the
Code, shall be payable upon Employee’s termination of employment pursuant to the
Agreement unless such termination of employment constitutes a “separation from
service” with the Company within the meaning of Section 409A of the Code and the
Department of Treasury regulations and other guidance promulgated thereunder
(a “Separation
from Service”).

       

      (b)           Change in
Control.  No benefits deemed deferred compensation subject to
Section 409A of the Code shall be payable upon a Change in Control pursuant to
the Agreement unless such Change in Control constitutes a “change in control
event” with respect to the Company within the meaning of Section 409A of the
Code and the Department of Treasury regulations and other guidance promulgated
thereunder.

       

      (c)           Waiver.  Employee
shall not waive any provision of the Agreement if the effect of such waiver
would be to delay the payment of an amount that is, or as a result of such
waiver becomes, subject to Section 409A of the Code, and any attempt to waive
such provision shall be deemed void ab initio.

       

      (d)           Specified
Employee.  If Employee is deemed by the Company at the time of
Employee’s Separation from Service to be a “specified employee” for purposes of
Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any
portion of the benefits to which Employee is entitled under the Agreement is
required in order to avoid a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code, such portion of Employee’s benefits shall not be
provided to Employee prior to the earlier of (i) the expiration of the six-month
period measured from the date of the Employee’s Separation from Service or (ii)
the date of Employee’s death.  Upon the first business day following
the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all
payments deferred pursuant to this Section shall be paid in a lump sum to
Employee, and any remaining payments due under the Agreement shall be paid as
otherwise provided herein.

      
         

        
          
            	
                     

                  	
                    Amendment
      To Employment Agreement

                  	
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      (e)           Expense
Reimbursements.  To the extent that any reimbursements payable
pursuant to the Agreement are subject to the provisions of Section 409A of the
Code, any such reimbursements payable to Employee pursuant to the Agreement
shall be paid to Employee no later than December 31 of the year following the
year in which the expense was incurred, the amount of expenses reimbursed in one
year shall not affect the amount eligible for reimbursement in any subsequent
year, and Employee’s right to reimbursement under the Agreement will not be
subject to liquidation or exchange for another benefit.

       

      (f)           Installments.  For
purposes of Section 409A of the Code (including, without limitation, for
purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right
to receive any installment payments under the Agreement shall be treated as a
right to receive a series of separate payments and, accordingly, each such
installment payment shall at all times be considered a separate and distinct
payment.

       

      (g)           Extensions.  To
the extent the exercisability or term of any option, warrant or other right
relating to the capital stock of the Company is extended pursuant to the terms
of the Agreement, the exercisability or term of such option, warrant or other
right shall in no event extend to a date later than the date such option,
warrant or other right would have expired under any circumstances pursuant to
its original terms.

       

      (h)           Bonus.  Any
Bonus payable pursuant to the Agreement shall be paid no later than the
fifteenth (15th) day of
the third (3rd) month
following the end of the fiscal year to which such Bonus relates.

       

      (i)           Date of
Termination.  For the purposes of the Agreement, “Date of Termination”
shall mean, for Disability, thirty (30) days after Notice of Termination is
given to the Employee (provided the Employee
has not returned to duty on a full-time basis during such 30-day period), if the
Employee’s employment is terminated by the Company for any reason other than
Disability, the date specified in the Notice of Termination, or if the
Employee’s employment is terminated by the Employee for any reason, the date
specified in the Notice of Termination which shall be within thirty (30) days of
the date of such Notice of Termination.

       

      (j)           Exchange of
Benefits.  No benefits payable under the Agreement that are
deemed deferred compensation subject to Section 409A of the Code shall be
subject to forfeiture in exchange for another benefit under the
Agreement.

       

      2.           Counterparts.  This
Amendment may be executed in one or more facsimile or original counterparts,
each of which shall be deemed an original and both of which together shall
constitute one and the same instrument.

       

      3.           Ratification.  All
terms and provisions of the Agreement not amended hereby, either expressly or by
necessary implication, shall remain in full force and effect.  From
and after the date of this Amendment, all references to the term “Agreement” in this
Amendment and in the original Agreement shall include the terms contained in
this Amendment.

       

      4.           Conflicting
Provisions.  In the event of any conflict between the original
terms of the Agreement and this Amendment, the terms of this Amendment shall
prevail.

       

      5.           Authorization.  Each
party executing this Amendment represents and warrants that it is duly
authorized to cause this Amendment to be executed and delivered.

      
         

        
          
            	
                     

                  	
                    Amendment
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      IN WITNESS WHEREOF, this
Amendment to Employment Agreement has been duly executed by or on behalf of the
parties hereto as of the date first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	      
                                              WASTE
      CONNECTIONS, INC.

                                            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                                               

                                            	 	
                                              By:
      

                                            	 	 
	 	 	 	Ronald
      J. Mittelstaedt	 
	 	 	 	      
                                              Chief
      Executive Officer

                                            	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                     

                  

                

              

            

          

          
            
              	
                       

                    	
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