Exhibit 10.4


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT is made and entered
into as of September 13, 1999, or such earlier date as the parties agree (the "Effective Date"), by and between James
Little (the "Employee") and Waste Connections, Inc., a Delaware corporation (the "Company"), with reference
to the following facts.


 


The Company desires to engage the services
and employment of the Employee, and the Employee is willing to accept employment by the Company, on the terms and conditions set
forth below.


 


NOW THEREFORE, in consideration of the premises
and the mutual covenants and conditions herein, the Company and the Employee agree as follows:


 


1. Employment. The Company agrees to employ
the Employee, and the Employee agrees to accept employment with the Company, on the terms and conditions stated herein.


 


2. Position and Responsibilities. During
the Term, the Employee shall serve as Vice President Engineering of the Company, reporting directly to the Company's President.
The Employee shall be based in the Company's corporate headquarters in California and shall be responsible for oversight of all
environmental engineering relating to the Company's operations and properties.


 


The employee shall perform such other duties and responsibilities
as the President or the Board of Directors (the "Board") of the Company may reasonably assign to the Employee from time
to time. The Employee shall devote such time and attention to his duties as are necessary to the proper discharge of his responsibilities
hereunder. The Employee agrees to perform all duties consistent with (a) policies established from time to time by the Company
and (b) all applicable legal requirements.


 


3. Term. The period of the Employee's employment
under this Agreement (the "Term") shall commence on the Effective Date and continue until the second anniversary of the
Effective Date, unless terminated earlier as provided herein or extended by the Board. At the end of the initial Term, this Agreement
shall be renewed automatically for successive Terms of one year, unless either party shall have given the other notice of termination
hereof as provided herein.


 


4. Compensation, Benefits and Reimbursement
of Expenses.


 


(a) Compensation. The Company shall compensate
the Employee during the Term of this Agreement as follows:


 


(1) Base Salary. The Employee shall be paid
a base salary ("Base Salary") of not less than One Hundred Thousand Dollars ($100,000) per year in installments consistent
with the Company's usual practices. The Board shall review the Employee's Base Salary on each anniversary of the Effective Date
or more frequently, at the times prescribed in salary administration practices applied generally to management employees of the
Company. In addition, if on the first anniversary of the Effective Date the gross in-the-money value of the Options to purchase
6,667 shares of the Company's Common Stock granted to the Employee and vested on such first anniversary pursuant to Section 4(a)(3)
below is not at least $50,000, the Employee may elect to have his Base Salary adjusted to One Hundred Twenty-Two Thousand Dollars
($122,000) per year as of such date, in which case the Employee shall immediately forfeit those Options to purchase 6,667 shares.


 






    	 	1	 



     


    

 


(2) Performance Bonus. The Employee shall
be entitled to an annual cash bonus (the "Bonus") based on the Company's attainment of reasonable financial objectives
to be determined annually by the Board. The maximum annual Bonus will equal thirty percent (30%) of the applicable year's ending
Base Salary and will be payable if the Board determines, in its sole and exclusive discretion, that that year's financial objectives
have been fully met. The Bonus shall be paid in accordance with the Company's bonus plan, as approved by the Board; provided that
in no case shall any portion of the Bonus with respect to any fiscal year be paid more than seventy-five (75) days after the end
of such fiscal year.


 


(3) Grant of Options. On the Effective Date,
the Company shall grant to the Employee, for no additional consideration, nonqualified stock options (the "Options")
to purchase 20,000 shares of the Company's Common Stock under the Company's Amended and Restated 1997 Stock Option Plan. The Options
shall have a term of 10 years from the date of such grant and shall be exercisable at a price of $19.50 per share. The Options
shall vest and become exercisable with respect to 6,667 shares on each of the first and second anniversaries of the Effective Date,
and with respect to 6,666 shares on the third anniversary of the Effective Date.


 


The terms of the Options shall be described
in more detail in a Stock Option Agreement to be entered into between the Employee and the Company. If at any time while any of
the Options are still outstanding the Company amends its Stock Option Plan to provide for a less favorable vesting schedule for
stock options than that provided herein, any Options then outstanding shall thereupon be converted to warrants entitling the Employee
to purchase the number of shares of Common Stock for which the Employee's then outstanding Options may be exercised, on the same
terms as provided under such Options.


 


(b) Other Benefits. During the Term, the Company
shall provide the Employee with a cellular telephone and will pay or reimburse the Employee's monthly service fee and costs of
calls attributable to Company business. During the Term, the Employee shall be entitled to receive all other benefits of employment
generally available to other management employees of the Company and those benefits for which management employees are or shall
become eligible, including, without limitation and to the extent made available by the Company, medical, dental, disability and
prescription coverage, life insurance and tax-qualified retirement benefits. If the Employee is not eligible for coverage under
the Company's health insurance policy at the commencement of the Term, the Company shall reimburse the Employee for the expenses
of health insurance coverage under COBRA from the commencement of the Term until the Employee becomes eligible for the health insurance
benefits offered by the Company. The Employee shall be entitled to three (3) weeks of paid vacation during each of the first three
twelve-month periods of his employment, and four (4) weeks per twelve-month period beginning with the fourth twelve-month period
of employment.


 






    	 	2	 



     


    

 


(c) Relocation Benefits. The Company will
provide the following relocation benefits: (i) an initial relocation bonus of $20,000, (ii) the Employee's temporary lodging and
commuting expenses between Ohio and California for the longer of 90 days or the period ending on the date on which the Employee
sells his home in Ohio (which period may be lengthened by mutual agreement of the Employee and the Company), (iii) expenses of
moving the Employee's household goods and horse (the expenses for moving the horse not to exceed $1,500) from the Employee's home
in Ohio to the Employee's new home in the Sacramento, California area when the Employee relocates to California (including moving
insurance, packing and transportation and temporary storage costs) by a national moving company selected by the Company, (iv) reasonable
realtor's fees (or, if the Employee sells his home without the services of a realtor, an amount equal to the reasonable realtor's
fees that would have been incurred on such sale) and non-recurring closing costs incurred by the Employee with respect to the sale
of the Employee's home in Ohio, and (v) reasonable non-recurring closing costs incurred by the Employee with respect to the purchase
of a home in the Sacramento area, and up to 1 point on a mortgage loan on the purchase of such home. If the Employee voluntarily
terminates his employment within two years after the Effective Date, the Employee shall on such termination pay the Company an
amount equal to the aggregate amount of such benefits, multiplied by a fraction, the numerator of which is 24 minus the number
of full months the Employee was employed by the Company, and the denominator of which is 24.


 


If any benefits described in this Section
4(c) are not tax-deductible by the Company, the Company shall treat the cost of such benefits as additional compensation to the
Employee ("Relocation Compensation" ) and shall pay the Employee an additional cash bonus ("Relocation Bonus")
sufficient to cover any Federal, state or local income or employment taxes on such Relocation Bonus, so that the Employee shall
incur no net after-tax expense as a result of any benefits paid pursuant to this Section 4(c).


 


(d) Reimbursement of Other Expenses. The Company
agrees to pay or reimburse the Employee for all reasonable travel and other expenses incurred by the Employee in connection with
the performance of his duties under this Agreement on presentation of proper expense statements or vouchers. All such supporting
information shall comply with all applicable Company policies relating to reimbursement for travel and other expenses.


 


(e) Withholding. All compensation payable
to the Employee hereunder is subject to all withholding requirements under applicable law.


 


5. Confidentiality. During the Term of his
employment, and at all times thereafter, the Employee shall not, without the prior written consent of the Company, divulge to any
third party or use for his own benefit or the benefit of any third party or for any purpose other than the exclusive benefit of
the Company, any confidential or proprietary business or technical information revealed, obtained or developed in the course of
his employment with the Company and which is otherwise the property of the Company or any of its affiliated corporations, including,
but not limited to, trade secrets, customer lists, formulae and processes of manufacture; provided, however, that nothing herein
contained shall restrict the Employee's ability to make such disclosures during the course of his employment as may be necessary
or appropriate to the effective and efficient discharge of his duties to the Company.


 






    	 	3	 



     


    

 


6. Property. Both during the Term of his
employment and thereafter, the Employee shall not remove from the Company's offices or premises any Company documents, records,
notebooks, files, correspondence, reports, memoranda and similar materials or property of any kind unless necessary in accordance
with the duties and responsibilities of his employment. In the event that any such material or property is removed, it shall be
returned to its proper file or place of safekeeping as promptly as possible. The Employee shall not make, retain, remove or distribute
any copies, or divulge to any third person the nature or contents of any of the foregoing or of any other oral or written information
to which he may have access, except as disclosure shall be necessary in the performance of his assigned duties. On the termination
of his employment with the Company, the Employee shall leave with or return to the Company all originals and copies of the foregoing
then in his possession or subject to his control, whether prepared by the Employee or by others.


 


7. Termination.


 


(a) Termination by the Company for Cause or
by the Employee. The employment of the Employee may be terminated for Cause at any time by the Board, on written Notice of Termination
(as defined in Section 8(a)) delivered to the Employee describing with specificity the grounds for termination. The employment
of the Employee may also be terminated at any time by the Employee on written Notice of Termination delivered to the Company. Immediately
on termination pursuant to this Section 7(a), the Company shall pay to the Employee in a lump sum his then current Base Salary
under Section 4(a)(1) on a prorated basis to the Date of Termination (as defined in Section 8(b)). On termination pursuant to this
Section 7(a), the Employee shall forfeit (i) his Bonus under Section 4(a)(2) for the year in which such termination occurs, and
(ii) all outstanding but unvested Options and other options and rights relating to capital stock of the Company. For purposes of
this Agreement, Cause shall mean:


 


(1) a material breach of any of the terms
of this Agreement that is not immediately corrected following written notice of default specifying such breach;


 


(2) a breach of any of the provisions of
Section 10;


 


(3) repeated intoxication with alcohol or
drugs while on Company premises during its regular business hours to such a degree that, in the reasonable judgment of the other
managers of the Company, the Employee is abusive or incapable of performing his duties and responsibilities under this Agreement;


 


(4) conviction of a felony; or


 


(5) misappropriation of property belonging
to the Company and/or any of its affiliates.


 






    	 	4	 



     


    

 


(b) Termination Without Cause. The employment
of the Employee may be terminated without Cause at any time by the Board on delivery to the Employee of a written Notice of Termination
(as defined in Section 8(a)). On the Date of Termination (as defined in Section 8(b)) pursuant to this Section 7(b), the Company
shall pay to the Employee in a lump sum an amount equal to the greater of (i) the Base Salary payable under Section 4(a)(1) through
the end of the then-current Term at the rate in effect on the Date of Termination, or (ii) one year's Base Salary at the rate in
effect on the Date of Termination. The Employee may elect to forfeit receipt of all or part of the lump sum described in the preceding
sentence, in exchange for payment by the Company of all or part of the costs of the Employee's relocating to an area of his choice,
with the amount of the lump sum payment forfeited by the Employee and the amount of the relocation costs paid by the Company to
be determined by agreement between the Employee and the Company. In addition, on termination of the Employee under this Section
7(b), all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company
shall immediately vest and become exercisable. The term of any such options and rights shall be extended to the third anniversary
of the Employee's termination. The Employee acknowledges that extending the term of any option pursuant to this Section 7(b), or
Section 7(c) or 7(d), could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code
and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.


 


(c) Termination on Disability. If during the
Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which
the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or
other incapacity shall continue for a period of more than six (6) consecutive months ("Disability"), the Company shall
have the right, on written Notice of Termination (as defined in Section 8(a)) delivered to the Employee to terminate the Employee's
employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness,
the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until
the Date of Termination (as defined in Section 8(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this
Section 7(c), all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of
the Company shall immediately vest and become exercisable. The term of any such options and rights shall be extended to the third
anniversary of the Employee's termination.


 


(d) Termination on Death. If the Employee
shall die during the Term, the employment of the Employee shall thereupon terminate. On the Date of Termination (as defined in
Section 8(b)) pursuant to this Section 7(d), all of the Employee's outstanding but unvested Options and other options and rights
relating to capital stock of the Company shall immediately vest and become exercisable. The term of any such options and rights
shall be extended to the third anniversary of the Employee's termination. The provisions of this Section 7(d) shall not affect
the entitlements of the Employee's heirs, executors, administrators, legatees, beneficiaries or assigns under any employee benefit
plan, fund or program of the Company.


 


8. Provisions Applicable to Termination
of Employment.


 


(a) Notice of Termination. Any purported termination
of Employee's employment by the Company or by the employee pursuant to Section 7 shall be communicated by Notice of Termination
to the Employee or the Company, as the case may be, as provided herein ("Notice of Termination").


 


(b) Date of Termination. For all purposes,
"Date of Termination" shall mean the date on which a Notice of Termination is given.


 






    	 	5	 



     


    

 


(c) Benefits on Termination. On termination
of this Agreement pursuant to Section 7, all profit-sharing, deferred compensation and other retirement benefits payable to the
Employee under benefit plans in which the Employee then participated shall be paid to the Employee in accordance with the provisions
of the respective plans. Except as otherwise provided in Sections 7(b), 7(c), 7(d) and 9, if the Employee's employment by the Company
is terminated before all of the Employee's options, warrants and rights with respect to the Company's capital stock have vested,
the Employee shall forfeit any such options, warrants and rights that are unvested as of the termination date.


 


9. Change In Control.


 


(a) Payments on Change in Control. Notwithstanding
any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control
(as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled
to receive and the Company agrees to pay to the Employee in a lump sum the same amount determined under Section 7(b) that is payable
to the Employee on termination without Cause, and the Employee shall have the right to forfeit all or part of such amount in exchange
for payment by the Company of certain relocation costs, as described in Section 7(b). In addition, on a Change of Control, all
of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall
immediately vest and become exercisable, and the term of any such options and rights shall be extended to the third anniversary
of the Employee's termination.


 


After a Change in Control, if any previously
outstanding Option or other option or right (the "Terminated Option") relating to the Company's capital stock does not
remain outstanding, the successor to the Company or its then Parent (as defined below) shall either:


 


(i) Issue an option, warrant or right, as
appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on
exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock
as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting
in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all
of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or


 


(ii) Pay the Employee a bonus within ten
(10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall
be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if he had been issued
a Successor Option under clause (i) above and had immediately exercised such Successor Option and sold the underlying stock, taking
into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences
to the Employee between receiving a bonus under this clause (ii) and receiving a Successor Option under clause (i) above.


 






    	 	6	 



     


    

 


(b) Definitions. For the purposes of this
Agreement, a Change in Control shall be deemed to have occurred if (i) there shall be consummated (aa) any reorganization, liquidation
or consolidation of the Company, or any merger or other business combination of the Company with any other corporation, other than
any such merger or other combination that would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity
outstanding immediately after such transaction, (bb) any sale, lease, exchange or other transfer (in one transaction or a series
of related transactions) of all, or substantially all, of the assets of the Company, or if(ii) any "person" (as defined
in Section 13(d) and 14(d) of the Securities


 


Exchange Act of 1934, as amended (the "Exchange Act")),
shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty
percent (50%) or more of the Company's outstanding voting securities (except that for purposes of this Section 10(b), "person"
shall not include any person or any person that controls, is controlled by or is under common control with such person, who as
of the date of this Agreement owns ten percent (10%) or more of the total voting power represented by the outstanding voting securities
of the Company, or a trustee or other fiduciary holding securities under any employee benefit plan of the Company, or a corporation
that is owned directly or indirectly by the stockholders of the Company in substantially the same percentage as their ownership
of the Company) or if (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted
the entire Board shall cease for any reason to constitute at least one-half of the membership thereof unless the election, or the
nomination for election by the Company's shareholders, of each new director was approved by a vote of at least one-half of the
directors then still in office who were directors at the beginning of the period.


 


The term "Parent" means a corporation,
partnership, trust, limited liability company or other entity that is the ultimate "beneficial owner" (as defined above)
of fifty percent (50%) or more of the Company's outstanding voting securities.


 


10. Non-Competition and Non-Solicitation.


 


(a) In consideration of the provisions hereof,
for the period commencing on the date hereof and ending on the first anniversary of the termination of this Agreement, the Employee
will not, except as specifically provided below, anywhere in any county in any state in which the Company is engaged in business
as of such termination date, directly or indirectly, acting individually or as the owner, shareholder, partner or management employee
of any entity, (i) engage in the operation of a solid waste collection, transporting or disposal business, transfer facility, recycling
facility, materials recovery facility or solid waste landfill; (ii) enter the employ as a manager of, or render any personal services
to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of
management salary, commissions or otherwise from, any business engaged in such activities in such counties; or (iii) receive or
purchase a financial interest in, make a loan to, or make a gift in support of, any such business in any capacity, including without
limitation, as a sole proprietor, partner, shareholder, officer, director, principal agent or trustee; provided, however, that
the Employee may own, directly or indirectly, solely as an investment, securities of any business traded on any national securities
exchange or quoted on any NASDAQ market, provided the Employee is not a controlling person of, or a member of a group which controls,
such business and further provided that the Employee does not, in the aggregate, directly or indirectly, own two percent (2%) or
more of any class of securities of such business.


 






    	 	7	 



     


    

 


(b) After termination of this Agreement, the
Employee shall not (i) solicit any residential or commercial customer of the Company to whom the Company provides service pursuant
to a franchise agreement with a public entity in any county in any state in which the Company is engaged in business as of such
termination date, (ii) solicit any residential or commercial customer of the Company to enter into a solid waste collection account
relationship with a competitor of the Company in any such county, (iii) solicit any such public entity to enter into a franchise
agreement with any such competitor, (iv) solicit any officer, employee or contractor of the Company to enter into an employment
or contractor agreement with a competitor of the Company or otherwise interfere in any such relationship, or (v) solicit on behalf
of a competitor of the Company any prospective customer of the Company that the Employee called on or was involved in soliciting
on behalf of the Company during the Term, in each case until the second anniversary of the date of such termination, unless otherwise
permitted to do so by Section 10(a); provided that if the Employee is terminated by the Company without Cause by the Company pursuant
to Section 7(b), the restrictions in this Section 10(b) shall apply only for as many months after such termination as are used
to calculate the amount actually paid under Section 7(b)(iii) to the Employee on such termination. For example, if the Employee
waives his right to be paid any amount under Section 7(b)(iii) (relating to the Total Compensation paid to him during the previous
twelve months), the restrictions in this Section 10(b) shall not apply at all; if the Employee elects to receive under Section
7(b)(iii) an amount equal to only eight months' Total Compensation, the restrictions shall apply for only eight months.


 


(c) If the final judgment of a court of competent
jurisdiction declares that any term or provision of this Section 10 is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term
or provision, to delete specified words or phrases or to replace any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term
or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment
may be appealed.


 


11. Indemnification. As an employee and
agent of the Company, the Employee shall be fully indemnified by the Company to the fullest extent permitted by applicable law
in connection with his employment hereunder.


 


12. Survival of Provisions. The obligations
of the Company under Section 11 of this Agreement, and of the Employee under Sections 5, 6 and 10 of this Agreement, shall survive
both the termination of the Employee's employment and this Agreement.


 


13. No Duty to Mitigate; No Offset. The
Employee shall not be required to mitigate damages or the amount of any payment contemplated by this Agreement, nor shall any such
payment be reduced by any earnings that the Employee may receive from any other sources or offset against any other payments made
to him or required to be made to him pursuant to this Agreement.


 






    	 	8	 



     


    

 


14. Assignment; Binding Agreement. The Company
may assign this Agreement to any parent, subsidiary, affiliate or successor of the Company. This Agreement is not assignable by
the Employee and is binding on him and his executors and other legal representatives. This Agreement shall bind the Company and
its successors and assigns and inure to the benefit of the Employee and his heirs, executors, administrators, personal representatives,
legatees or devisees. The Company shall assign this Agreement to any entity that acquires its assets or business.


 


15. Notice. Any written notice under this
Agreement shall be personally delivered to the other party or sent by certified or registered mail, return receipt requested and
postage prepaid, to such party at the address set forth in the records of the Company or to such other address as either party
may from time to time specify by written notice.


 


16. Entire Agreement; Amendments. This Agreement
contains the entire agreement of the parties relating to the Employee's employment and supersedes all oral or written prior discussions,
agreements and understandings of every nature between them. This Agreement may not be changed except by an agreement in writing
signed by the Company and the Employee.


 


17. Waiver. The waiver of a breach of any
provision of this Agreement shall not operate or as be construed to be a waiver of any other provision or subsequent breach of
this Agreement.


 


18. Governing Law and Jurisdictional Agreement.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California.


 


19. Severability. In case any one or more
of the provisions contained in this Agreement is, for any reason, held invalid in any respect, such invalidity shall not affect
the validity of any other provision of this Agreement, and such provision shall be deemed modified to the extent necessary to make
it enforceable.


 


20. Enforcement. It is agreed that it is
impossible to measure fully, in money, the damage which will accrue to the Company in the event of a breach or threatened breach
of Sections 5, 6, or 10 of this Agreement, and, in any action or proceeding to enforce the provisions of Sections 5, 6 or 10 hereof,
the Employee waives the claim or defense that the Company has an adequate remedy at law and will not assert the claim or defense
that such a remedy at law exists. The Company is entitled to injunctive relief to enforce the provisions of such sections as well
as any and all other remedies available to it at law or in equity without the posting of any bond. The Employee agrees that if
the Employee breaches any provision of Section 10, the Company may recover as partial damages all profits realized by the Employee
at any time prior to such recovery on the exercise of any warrant, option or right to purchase the Company's Common Stock and the
subsequent sale of such stock, and may also cancel all outstanding such warrants, options and rights.


 


21. Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same
instrument.


 


22. Due Authorization. The execution of
this Agreement has been duly authorized by the Company by all necessary corporate action.


 






    	 	9	 



     


    

 


IN WITNESS WHEREOF, the parties have executed
and delivered this Employment Agreement as of the day and year set forth above.


 


 


	 	WASTE CONNECTIONS, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Ronald J. Mittelstaedt	 
	 	Printed Name: Ronald J. Mittelstaedt
	 	Title: President


 


 


EMPLOYEE:


 


/s/ James Little


James Little


 








    	 	10