ex10-1.htm


    
      

    

    Exhibit 10.6

     

     

    EMPLOYMENT
AGREEMENT

     

    This
EMPLOYMENT AGREEMENT
(this “Agreement”), is made
and entered into effective as of February 1, 2008 (the “Effective Date”), by
and between Waste Connections, Inc., a Delaware corporation (the “Company”), and
Patrick J. Shea (the “Employee”) and amends
and restates in its entirety that certain Employment Agreement effective as of
February 23, 2004 between the Company and the Employee.

     

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

     

    1.           Employment;
Acceptance.  The Company hereby employs the Employee and the
Employee hereby accepts employment by the Company on the terms and conditions
hereinafter set forth.

     

    2.           Duties and
Powers.  From the Effective Date to and through February 22,
2008, the Employee shall continue serving in his current capacity as Corporate
Counsel of the Company, reporting directly to the Company's Executive Vice
President and General Counsel.  Beginning February 23, 2008, and
during the Term, the Employee shall serve as acting General Counsel and
Secretary of the Company, reporting directly to the Company's Chairman and Chief
Executive Officer, and shall perform such other duties and responsibilities as
the Chairman and Chief Executive Officer or the Board of Directors (the "Board")
of the Company may reasonably assign to the Employee from time to time;
provided, however, that upon the Company’s filing with the Securities and
Exchange Commission on or around February 2009 of the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, subject to the Board’s
approval, the Employee shall from that point forward serve as Vice President,
General Counsel and Secretary of the Company. The Employee shall be based at the
Company's corporate headquarters in Folsom, California. The Employee shall
devote such time and attention to his duties as are reasonably 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
employment of the Employee by the Company pursuant to this Agreement shall
continue until January 31, 2011 (the “Term”) or until
terminated prior to such date when and as provided in Sections 7 and
8.  On each January 31 following the Effective Date, this Agreement
shall be extended automatically for an additional year, thus extending the Term
to three (3) years from each such date, unless either party shall have given the
other notice of termination hereof as provided herein.

     

    4.         
   Compensation.

     

    4.1           Base
Salary.  Commencing on the Effective Date, the Company hereby
agrees to pay to the Employee an annual base salary of One Hundred Seventy-Five
Thousand Dollars ($175,000); provided, however, that upon the Board’s
appointment of Employee as Vice President, General Counsel and Secretary of the
Company as described in Section 2, and as of February 1, 2009, the Company
hereby agrees to pay to the Employee an annual base salary of Two Hundred
Thousand Dollars ($200,000).  When used herein, “Base Salary” shall
refer to the base salary described in the preceding sentence that is in effect
at that time, and as may be increased from time to time.  Such Base
Salary shall be payable in accordance with the Company’s normal payroll
practices, and such Base Salary is subject to withholding and social security,
unemployment and other taxes.  Increases in Base Salary shall be
considered by the Board.

     

     

    
      Employment
Agreement: P. Shea

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.2           Performance
Bonus.  For the calendar year commencing January 1, 2008, and
for each calendar year thereafter, the Employee shall be
eligible to receive an annual cash bonus (the “Bonus”) based on the
Company’s attainment of reasonable financial objectives to be determined
annually by the Board.  The annual Bonus target will equal forty
percent (40%) 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; provided, however, that upon the
Board’s appointment of Employee as Vice President, General Counsel and Secretary
of the Company as described in Section 2, the annual Bonus target will equal
fifty percent (50%) of the applicable year’s ending Base Salary.  The
Bonus shall be paid in accordance with the Company’s bonus plan, as approved by
the Board, and, in any event, within two and a half (2 1/2) months after the end
of the fiscal year to which the bonus relates.

     

    4.3           2008 Annual Equity
Grant.  On or about the Effective Date, the Company will grant
Employee three thousand (3,000) Restricted Stock Units under the Company’s
Second Amended and Restated 2004 Equity Incentive Plan.  Except as
otherwise provided herein, the RSUs will vest and the shares of common stock
underlying them will become issuable in a series of five (5) successive equal
annual installments upon Employee’s completion of each year of continuous status
as an employee over the five (5) year vesting period measured from the grant
date.

     

    4.4           Grants of Equity
Compensation.  Employee shall be entitled to participate in
Stock Option, Restricted Stock, Restricted Stock Unit (“RSU”) and other equity
incentive plans presently in effect or in effect from time to time in the future
on such terms and to such level of participation as the Board or the
Compensation Committee of the Board shall determine to be appropriate, bearing
in mind the Employee’s position and responsibilities.

     

    Except as
otherwise provided herein, the terms of any Options, Restricted Stock, RSUs and
other equity incentives shall be governed by the relevant plans under which they
are issued and described in detail in applicable agreements between the Company
and the Employee.

     

    4.5           Bar Dues and Continuing
Education. The Company shall reimburse Employee for dues payable to the
State Bar of California and the American Bar Association, or other professional
organizations reasonably related to the Employee's duties and shall pay or
reimburse the Employee for costs reasonably incurred in attending seminars and
conferences to satisfy minimum continuing education requirements of the State
Bar of California or to further his expertise in areas relevant to his
employment by the Company. The Company recognizes that some conferences may
require travel by the Employee and the Company agrees to reimburse Employee for
the reasonable costs of travel.

     

    4.6           Other Benefits.  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.  The Employee shall be entitled to paid annual
vacation, which shall accrue on the same basis as for other employees of the
Company of similar rank, but which shall in no event be less than three (3)
weeks for any twelve (12) month period through February 2010, and four (4) weeks
for any twelve (12) month period thereafter.  The Employee also shall
be entitled to participate, on the same terms as other employees of the Company
participate, in any medical, dental or other health plan, pension plan,
profit-sharing plan and life insurance plan that the Company may adopt or
maintain, any of which may be changed, terminated or eliminated by the Company
at any time in its exclusive discretion.

     

     

    
      Employment
Agreement: P. Shea

    

    
      
         

      

      
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    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.

     

    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.

     

    7.1           For Cause.  The
Company, by action of the Board, may terminate this Agreement and the Employee’s
employment for Cause (as defined below) on delivery to the Employee of a Notice
of Termination (as defined in Section 9.1 below).  For purposes of
this agreement, the term “Cause” shall
mean:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              conviction
      of a felony;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      breach of any of the provisions of Section 11
  below;

            


    

     

     

    
      Employment
Agreement: P. Shea

    

    
      
         

      

      
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              (d)

            	
              repeated
      intoxification 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;
      and

            


    

     

    
      	
               
      

            	
              (e)

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

            


    

     

    On such termination for Cause, the
Employee shall be entitled only to the Employee’s Base Salary through the date
of such termination, and shall not be entitled to any other compensation,
including, without limitation, any severance compensation.  Without
limitation of the foregoing, on termination pursuant to this Section 7.1, the
Employee shall forfeit: (i) his Bonus under Section 4.2 for the year in
which such termination occurs; and (ii) all outstanding but unvested options and
rights relating to capital stock of the Company, and all RSUs and shares of the
Company’s restricted stock issued to the Employee that as of the termination
date are still unvested and subject to restrictions on transfer.

    


    7.2           Without Cause.  The
employment of the Employee may be terminated without Cause at any time by the
Company on delivery to the Employee of a written Notice of Termination (as
defined in Section 9.1).  In the event of such a termination without
Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From
Service (as defined in Section 9.3), then on the Date of Termination (as defined
in Section 9.2) pursuant to this Section 7.2, the Company shall, in lieu of
any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the
Employee an amount equal to the lesser of: (a) the Employee’s Base Salary for a
period of one (1) year from the date of termination, and (b) the Employee’s Base
Salary for the remainder of the Term.  In addition, the Employee shall
be entitled to the pro-rated target Bonus available to the Employee under
Section 4.2 for the year in which the termination occurs.  Such
payment by the Company shall be paid in accordance with the Company’s normal
payroll practices and not as a lump sum payment.  In addition, the
Company will pay as incurred the Employee’s expenses, up to Fifteen Thousand
Dollars ($15,000), associated with career counseling and resume
development.  The Company shall also pay to the Employee an amount
equal to the Company’s portion (but not the Employee’s portion) of the cost of
medical, dental and other health plan insurance for Employee, his wife and
children at the rate in effect on the Date of Termination for a period of one
(1) year from the Date of Termination.  In addition, on termination of
the Employee under this Section 7.2, all of the Employee’s outstanding but
unvested options and rights relating to capital stock of the Company shall
immediately vest and become exercisable, and all RSUs and shares of the
Company’s restricted stock issued to the Employee shall immediately vest and
become unrestricted and freely transferable.  The exercisability of
any such options and rights shall be extended to the earlier of (A) the
expiration of the term of such options and rights or (B) the first (1st)
anniversary of the Date of Termination.  The Employee acknowledges
that extending the exercisability of any incentive stock options pursuant to
this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose
its tax-qualified status if it is an incentive stock option under the Internal
Revenue Code of 1986, as amended (the “Code”) and agrees
that the Company shall have no obligation to compensate the Employee for any
additional taxes he incurs as a result.

     

     

    
      Employment
Agreement: P. Shea

    

    
      
         

      

      
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    7.3           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 Company 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 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 4.1 hereof at the rate then
in effect until the Date of Termination pursuant to this Section
7.3.  In the event of Employee’s termination for Disability pursuant
to this Section 7.3 that constitutes Employee’s Separation from Service, then on
the Date of Termination, the Company shall pay to the Employee the payments and
other benefits applicable to termination without Cause set forth in Section 7.2
hereof, other than those related to career counseling and resume
development.  The Company shall also pay, on behalf of the Employee,
an amount equal to the Company’s portion (not the Employee’s portion) of the
cost of medical, dental and other health plan insurance for Employee, his wife
and children at the rate in effect on the Date of Termination for a period of
one (1) year from the Date of Termination.  In addition, on such
termination, all of the Employee’s outstanding but unvested options and rights
relating to capital stock of the Company shall immediately vest and become
exercisable, and all RSUs and shares of the Company’s restricted stock issued to
the Employee shall immediately vest and become unrestricted and freely
transferable.  The exercisability of any such options and rights shall
be extended to the earlier of (A) the expiration of the term of such options or
rights or (B) the first (1st)
anniversary of the Employee’s termination.

     

    7.4           Termination on
Death.  If the Employee shall die during the Term, the
employment of the Employee shall thereupon terminate.  On the Date of
Termination pursuant to this Section 7.4, the Company shall pay to the
Employee’s estate the payments and other benefits applicable to termination
without Cause set forth in Section 7.2 hereof, other than those related to
career counseling and resume development.  In addition, on termination
of the Employee under this Section 7.4, all of the Employee’s outstanding but
unvested options and rights relating to capital stock of the Company shall
immediately vest and become exercisable, and all RSUs and shares of the
Company’s restricted stock issued to the Employee shall immediately vest and
become unrestricted and freely transferable.  The exercisability of
any such options and rights shall be extended to the earlier of (A) the
expiration of the term of such options or rights or (B) the first (1st)
anniversary of the Employee’s termination.  The provisions of this
Section 7.4 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.

     

    7.5           No Limitation on Company’s Right to
Terminate.  Any other provision in this Agreement to the
contrary notwithstanding, the Company shall have the right, in its absolute
discretion, to terminate this Agreement and the Employee’s employment hereunder
at any time in accordance with the foregoing provisions of this Section 7, it
being the intent and purpose of the foregoing provisions of this Section 7 only
to set forth the consequences of termination with respect to severance or other
compensation payable to the Employee on termination in the circumstances
indicated.

     

     

    
      Employment
Agreement: P. Shea

    

    
      
         

      

      
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    8.        
    Termination by
Employee.  The Employee may terminate his employment hereunder
on written Notice of Termination delivered to the Company setting forth the
effective Date of Termination.  If the Employee terminates his
employment hereunder, he shall be entitled to receive, and the Company agrees to
pay on the effective Date of Termination specified in the Notice of Termination,
his current Base Salary under Section 4.1 hereof on a prorated basis to such
Date of Termination.  On termination pursuant to this Section 8, the
Employee shall forfeit: (i) his Bonus under Section 4.2 for the year in which
such termination occurs; and (ii) all outstanding but unvested options and
rights relating to capital stock of the Company, and all RSUs and shares of the
Company’s restricted stock issued to the Employee that as of the termination
date are still unvested and subject to restrictions on transfer.

     

    9.       
     Provisions Applicable to Termination
of Employment.

     

    9.1           Notice of
Termination.  Any purported termination of Employee’s
employment by the Company pursuant to Section 7 shall be communicated by Notice
of Termination to the Employee as provided herein, and shall state the specific
termination provisions in this Agreement relied on and set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Employee’s employment (“Notice of
Termination”).  If the Employee terminates under Section 8, he
shall give the Company a Notice of Termination.

     

    9.2           Date of
Termination.  For all purposes, “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), or, if the Employee’s employment is
terminated by the Company for any other reason or by the Employee, the date on
which a Notice of Termination is given.

     

    9.3           Separation from
Service.  For all purposes, “Separation from
Service” shall mean Employee’s “separation from service” with the Company
within the meaning of Section 409A of the Code and the regulations and other
guidance promulgated thereunder.

     

    9.4           Benefits on
Termination.  On termination of this Agreement by the Company
pursuant to Section 7 or by the Employee pursuant to Section 8, 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.

     

    9.5           Section
409A.  Notwithstanding any provision to the contrary in the
Agreement, if Employee is deemed 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 this 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
(A) the expiration of the six-month period measured from the date of Employee’s
“separation from service” with the Company (as such term is defined in the
Treasury Regulations issued under Section 409A of the Code) or (B) the date of
Employee’s death.  Upon the expiration of the applicable Code Section
409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 9.5
shall be paid in a lump sum to Employee, and any remaining payments due under
the Agreement shall be paid as otherwise provided herein.

     

     

    
      Employment
Agreement: P. Shea

    

    
      
         

      

      
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    10.           Change In
Control.

     

    10.1          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) that constitutes a “change in control” of
the Company (within the meaning of Section 409A of the Code and the Department
of Treasury regulations and other guidance promulgated thereunder) shall be
deemed a termination of the Employee without Cause, and, in lieu of any benefits
payable to the Employee under Section 7.2, 7.3, 7.4 or 8, the Employee shall be
entitled to receive and the Company agrees to pay to the Employee the same
amount determined under Section 7.2 that is payable to the Employee on a
termination without Cause that constitutes a Separation from Service provided,
however, that such amount shall be payable in a lump sum on the date of such
Change in Control (which shall be deemed the Employee’s Date of Termination) and
not in installments as provided in Section 7.2.  In addition, on
a Change in Control, all of the Employee’s outstanding but unvested options and
rights relating to capital stock of the Company shall immediately vest and
become exercisable, the exercisability of any such options and rights shall be
extended to the earlier of (A) the expiration of the term of such options or
rights or (B) the first anniversary of the date of such Change in Control, and
all RSUs and shares of the Company’s restricted stock issued to the Employee
shall immediately vest and become unrestricted and freely
transferable.  For the avoidance of doubt, upon payment to the
Employee of the benefits provided by this paragraph of this Section 10.1, the
Employee shall no longer be entitled to any benefits otherwise payable to the
Employee under Section 7.2, 7.3, 7.4 or 8 of this Agreement regardless of the
Employee’s termination of employment with the Company.

     

    After a Change in Control, if any
previously outstanding 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:

     

    
      	
               
      

            	
              (a)

            	
              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 number of shares of Company
      common stock subject to the Terminated Option been realized by the
      Employee immediately prior to the transaction resulting in the Change in
      Control and the Employee 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

            


    

     

    
      	
               
      

            	
              (b)

            	
              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 the Employee had been issued a Successor Option under clause
      10.1(a) above and had immediately exercised, or otherwise received the
      stock subject to, 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 10.1(b) and receiving
      a Successor Option under clause 10.1(a)
above.

            


    

     

     

    
      Employment
Agreement: P. Shea

    

    
      
         

      

      
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    10.2          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, and (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
(ii) if 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 10.2,
“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 (iii) during any two (2) year period, individuals
who at the beginning of such period constituted the entire Board shall cease for
any reason to constitute at least one-half (1⁄2) 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.

     

    11.           Non-Competition and
Non-Solicitation.

     

    11.1           In
consideration of the provisions hereof, for the Restricted Period (as defined
below), the Employee will not, except as specifically provided below, anywhere
in any county in the State of California or anywhere in any other state in which
the Company is engaged in business as of such termination date (the “Restricted
Territory”), 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; or (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.  The term “Restricted Period”
shall mean the earlier of: (i) the maximum period allowed under applicable law;
and (ii) (aa) in the case of a Change in Control, until the first anniversary of
the effective date of the Change in Control, (bb) in the case of a termination
by the Company without Cause pursuant to Section 7.2 and provided the
Company has made the payments required under Section 7.2, as the case may be,
until the first (1st)
anniversary of the Date of Termination, or (cc) in the case of Termination for
Cause by the Company pursuant to Section 7.1 or by the Employee pursuant to
Section 8, until the first (1st)
anniversary of the Date of Termination.  If the Company terminates the
Employee without Cause, the Employee may shorten the Restricted Period by the
length of any period that the Employee elects to waive his right to receive
severance payments under Section 7.2.  For example, if the Employee
waives the right to receive all severance payments under Section 7.2, the
Restricted Period shall be zero (0) months; if the Employee elects to receive
severance payments under Section 7.2 for eight (8) months, the Restricted Period
shall be eight (8) months.

     

     

    
      Employment
Agreement: P. Shea

    

    
      
         

      

      
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    11.2          After
termination of this Agreement by the Company or the Employee pursuant to Section
7 or 8 or termination of this Agreement upon a Change in Control pursuant to
Section 10, 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 the Restricted Territory; or (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
the Restricted Territory; or (iii) solicit any such public entity to enter into
a franchise agreement with any such competitor, or (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 in the Restricted Territory that the
Employee called on or was involved in soliciting on behalf of the Company during
the Term, in each case until the first (1st)
anniversary of the Termination Date or the effective date of such Change in
Control (whichever is later), unless otherwise permitted to do so by
Section 11.1.

     

    11.3          If
the final judgment of a court of competent jurisdiction declares that any term
or provision of this Section 11 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.

     

     

    
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    12.           Indemnification.  As
an officer 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.

     

    13.           Survival of
Provisions.  The obligations of the Company under Section 12 of
this Agreement, and of the Employee under Section 11 of this Agreement, shall
survive both the termination of the Employee’s employment and this
Agreement.

     

    14.           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.

     

    15.           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.

     

    16.           Notice.  Any written
notice under this Agreement shall be personally delivered to the other party or
sent by a nationally recognized overnight delivery service or 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.

     

    17.           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, except for that certain Indemnification Agreement, dated as of August 1,
2006, by and between the Company and the Employee, which shall remain in full
force and effect.  This Agreement may not be changed except by an
agreement in writing signed by the Company and the Employee.

     

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

     

    19.           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.  The parties irrevocably and unconditionally submit to the
jurisdiction and venue of any court, federal or state, situated within
Sacramento County, California, for the purpose of any suit, action or other
proceeding arising out of, or relating to or in connection with, this
Agreement.

     

     

    
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    20.           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.

     

    21.           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 11 of this Agreement, and, in any action or proceeding to enforce the
provisions of Sections 5, 6 or 11 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 11, 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.

     

    22.           Counterparts.  This
Agreement 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.

     

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

     

    


     

    [Signatures
appear on the following page]

     

     

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

     

    	 
                                         	 	Waste Connections,
            Inc.
	 	 	 	 
	 	 	 	 
	/s/
                                         Patrick J. Shea

            	 	By: 

            	/s/
                                         Ronald J. Mittelstaedt

            
	Patrick
                                         J. Shea

            	 	 	Ronald
                                         J. Mittelstaedt,

            
	 	 	 	Chief
                                         Executive Officer

            
	Address:

            	 	  	  


    

     

     

     

    
      Employment
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