Exhibit 10.16


 





WASTE
CONNECTIONS, INC. 2016 INCENTIVE AWARD PLAN


 


RESTRICTED
SHARE UNIT AGREEMENT


FOR
NON-EMPLOYEE DIRECTORS 


 


Waste Connections, Inc., an Ontario corporation
(the “Company”), has granted to Participant (as designated below) a Restricted Share Unit Award pursuant to the Waste
Connections, Inc. 2016 Incentive Award Plan (as amended and/or restated from time to time, the “Plan”). Each Restricted
Share Unit represents the right to receive a cash payment or its equivalent in common shares of the Company (“Shares”),
subject to the terms of the Plan and this Award Agreement (which includes, for Participants who are US Participants, the additional
terms and conditions provided under Exhibit A hereto). By electronically accepting this Award Agreement through his or her Shareworks
account with Solium Capital, Participant is deemed to have accepted the terms and conditions of the Plan and this Award Agreement.


 


In the event of any conflict or inconsistency
between the terms of the Plan and this Award Agreement, the terms of the Plan shall supersede and govern in all respects. Any capitalized
terms not defined herein are defined in the Plan.


 


1.          Grant
Terms:


 


Participant Name: _____________________


 


Participant is a (check one box): US
Participant  ̈ or Canadian Participant  ̈
or Both  ̈


 


Award Date: ____________________


 


RSU Service Year (Canadian Participants
only): _______


 


Shares Subject to Award: _______
Shares


 


Maturity Date: _______ (if left
blank, the “maturity date” shall be the outer time limits prescribed by Section 8(b)(iii) of the Plan).


 


2.          Vesting;
Vested Award Units: Subject to the terms of the Plan and this Award Agreement, the Participant’s Restricted Share
Units shall become vested and issuable in a series of two (2) successive equal annual installments upon the Award Date and
the first anniversary of the Award Date, subject to earlier forfeitability. However, no Shares with respect to which the Award
has vested in accordance with such schedule will actually be issued until the Participant satisfies all applicable income and employment
withholding taxes, if applicable. The Restricted Share Units subject to the Award that have become vested are referred to as “Vested
Award Units.”


 


Should the Participant’s Continuous
Status as an Employee, Director or Consultant cease because (i) the Participant was not nominated for or elected to a new term
to serve as a Director or (ii) the Participant resigned as a Director at the Company’s convenience, which shall include,
without limitation, the Participant’s resignation resulting from the Participant’s failure to receive a majority of
the votes cast in an election for Directors in accordance with the majority voting policy of the Company, prior to vesting in one
or more installments of the Shares subject to the Award, then the Award shall be fully vested. Should the Participant’s Continuous
Status as an Employee, Director or Consultant cease for any reason other than (i) or (ii) in the preceding sentence prior to vesting
in one or more installments of the Restricted Share Units subject to the Award, then the Award will be cancelled with respect to
the unvested Shares and the number of Restricted Share Units will be reduced accordingly, and the Participant will cease to have
any right or entitlement to receive any Shares or any other payment under those cancelled units.


 




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3.         Settlement:
Any Vested Award Units shall be settled as soon as administratively practicable following the vesting of the applicable Vested
Award Unit in Shares (either in book-entry form or otherwise) or, at the option of the Company, paid in an amount of cash as described
further below; and, in any event, within sixty (60) days following such vesting. In the event that the Company elects to make payment
of the Restricted Share Units in cash, the amount of cash payable with respect to each Restricted Share Unit shall be equal to
the Fair Market Value of a Share on the day immediately preceding the applicable distribution or payment date. Unless otherwise
directed by the Committee, all distributions shall be made by the Company in the form of whole Shares, and any fractional Share
shall be applied to the payment of withholding taxes.


 


4.         Acknowledgement.
The Participant acknowledges that the Restricted Share Units and the Shares subject to the Restricted Share Units are subject to
adjustment, modification and termination in certain events as provided in the Plan, including Section 13 of the Plan. The Participant
has received and reviewed a copy of the Plan and agrees to be bound by the terms and conditions of the Plan.


 


5.         Additional
Provisions.


 


a.           Additional
Terms. The terms and conditions of this Award are governed by the Plan, and this Award is also subject to all interpretations,
amendments, rules and regulations which may from time to time be adopted under the Plan.


 


b.           Entire
Agreement. The Award Agreement and the Plan constitute the entire agreement of the parties hereto with regard to the subject
matter hereof. They supersede in their entirety all other prior undertakings, agreements, representations or understandings (whether
oral or written and whether express or implied) of you and the Company which relate to the subject matter hereof; provided, however,
that the provisions of the Plan shall continue to apply, and further provided that in case of inconsistencies or ambiguities, the
provisions of the Plan shall prevail over the provisions of the Award Agreement. The invalidity or unenforceability of any provision
of the Award Agreement shall not affect the validity or enforceability of any other provision of the Award Agreement.


 


c.           Agreement
Severable. In the event that any provision of the Award Agreement is held invalid or unenforceable, such provision will
be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions
of the Award Agreement.


 


d.           Service
Provider Relationship. Nothing in the adoption of the Plan or the award of the Restricted Share Units thereunder pursuant
to the Award Agreement shall confer any right on a Participant with respect to continuation of a directorship, consulting or other
employment arrangement with the Company or any Subsidiary, nor shall they interfere in any way with the right of the Company or
any Subsidiary that employs such Participant or engages such Participant as a consultant or director to terminate the Participant’s
employment or consulting or directorship arrangement at any time, with or without cause.


 


e.           Governing
Law. The Award Agreement and the Plan shall be governed by and construed in accordance with the laws of the province of
Ontario, except with respect to those provisions of the Award Agreement and the Plan concerning the Code, which shall be governed
by and construed in accordance with the laws of the State of Delaware as superseded by applicable United States federal law.


 




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f.            Electronic
Delivery. The Company may deliver any documents related to the Award granted under this Award Agreement and participation
in the Plan by electronic means or to request Participant’s consent to participate in the Plan by electronic means. Participant
hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan and sign
the Award Agreement through an on-line or electronic system established and maintained by the Company or another third party designated
by the Company.


 


g.           Amendment,
Suspension and Termination. To the extent permitted by the Plan, the Award Agreement may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided that,
except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of the Award Agreement shall
adversely affect the Restricted Share Units in any material way without your prior written or electronic consent.


 


h.           Notices.
Any notice or other communication to be given under or in connection with this Agreement or the Plan shall be given in writing
and shall be deemed effectively given on receipt or, in the case of notices from the Company to you, five days after deposit in
the United States mail, postage prepaid, addressed to you at the address on file with the Company or at such other address as you
may hereafter designate by notice to the Company.


 


i.            Transferability.
Any attempt by you to transfer any interest in your Award or any underlying Shares in violation of the transferability provisions
in the Plan shall be null and void and of no effect.


 


j.            Successors
and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and the
Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
set forth in Section 5(i) of the Award Agreement and the Plan, the provisions of the Award Agreement shall inure to the benefit
of, and be binding upon, the Company and its successors and assigns and to the Participant, the Participant’s executors,
administrators, heirs, successors, representatives and assignees.


 


k.          Titles.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Award
Agreement.


 


l.            Data
Privacy Waiver. By accepting the grant of the Restricted Share Units, the Participant hereby agrees and consents to:


 


i.            the
collection, use, processing and transfer by the Company and its Subsidiaries (collectively, the “Group”) of
certain personal information about the Participant (the “Data”);


 


ii.         any
members of the Group transferring Data amongst themselves for the purposes of implementing, administering and managing the Plan;


 


iii.         the
use of such Data by any such person for such purposes; and


 


iv.         the
transfer to and retention of such Data by third parties in connection with such purposes.


 




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For the purposes of clause (i) above, “Data”
means the Participant’s name, home address and telephone number, date of birth, other employee information, any tax or other
identification number, details of all rights to acquire Shares granted to the Participant and of Shares issued or transferred to
the Participant pursuant to the Plan.


 


	 	WASTE CONNECTIONS, INC.
	 	 	 
	 	By:	 
	 	Name:	Ronald J. Mittelstaedt
	 	Title:	Chairman and Chief Executive Officer


 




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Exhibit
A


 


Additional
Provisions for 


Restricted
Share Unit Award Agreement


For
Non-Employee Directors


For
US Participants in the 


Waste
Connections, Inc. 2016 Incentive Award Plan


 


The additional terms
and conditions of this Exhibit A shall apply to the Restricted Share Unit Award for any Participant who is a US Participant.


 


1.          Settlement
of Awards. In no event shall the Company deliver the Vested Award Units to you later than March 15 of the calendar year (or,
for an Award which becomes vested in installments over more than one calendar year, calendar years) following the calendar year
in which the Vested Award Units vest. The Company may delay a distribution or payment in settlement of Vested Award Units if it
reasonably determines that such payment or distribution will violate federal securities laws or any other Applicable Law, provided
that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making
of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and
provided further that no payment or distribution shall be delayed under this Section if such delay will result in a violation of
Section 409A of the Code.


 


2.          Federal
Income Tax. You generally will recognize ordinary income for US federal income tax and/or Canadian income tax purposes
on the date the Shares subject to your Award vest, and you must satisfy the income tax withholding obligation applicable to that
income, if applicable. The amount of your taxable income will generally be based on the closing selling price per common share
on the New York Stock Exchange on the date your Vested Award Units are issued and distributed times the number of Shares which
are distributed on that date. This is a general summary of the possible tax consequences of the Award and is not tax advice. You
are advised to consult with your own advisor as to the possible tax consequences of this Award.


 


3.          Claw-Back.
Pursuant to its general authority to determine the terms and conditions applicable to the Restricted Share Units, the Committee
shall have the right to require the Participant to agree by separate written or electronic instrument that the Units (including
any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt of the Restricted
Share Units or upon the receipt or resale of any Shares underlying the Restricted Share Units) shall be subject to the provisions
of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with
the requirements of Applicable Law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act
and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy.


 




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4.          Code
Section 409A. This Award is not intended to constitute “nonqualified deferred compensation” within the meaning
of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section
409A”). However, notwithstanding any other provision of the Plan or the Award Agreement, if at any time the Administrator
determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its
sole discretion (without any obligation to do so or to indemnify you or any other person for failure to do so) to adopt such amendments
to the Plan or the Award Agreement, or adopt other policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either
to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. Notwithstanding anything
in this Award Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred
compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable
hereunder by reason of the Participant’s Termination of Employment, all references to the Participant’s Termination
of Employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h)
(a “Separation from Service”), and the Participant shall not be considered to have a Termination of Employment
unless such termination constitutes a Separation from Service with respect to the Participant.


 


5.          Conformity
to Applicable Law. You acknowledge that the Plan, the Award Agreement and this Exhibit A are intended to conform to the extent
necessary with all Applicable Laws, including, without limitation, the provisions of the Securities Act and the Exchange Act, and
any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, and state securities laws and
regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Restricted Share Units are
granted, only in such a manner as to conform to Applicable Law. To the extent permitted by Applicable Law, the Plan, the Award
Agreement and this Exhibit A shall be deemed amended to the extent necessary to conform to Applicable Law.


 


6.          Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Award Agreement or this Exhibit A, if
you are subject to Section 16 of the Exchange Act, the Plan, the Restricted Share Units, including Restricted Share Units resulting
from dividend equivalent rights, and the Award Agreement and this Exhibit A shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Award Agreement
and this Exhibit A shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 


7.          Additional
Disclosure. Along with the Award Agreement, you also received a copy of the official prospectus summarizing the principal features
of the Plan. Please review the plan prospectus carefully so that you fully understand your rights and benefits under your Award
and the limitations, restrictions and vesting provisions applicable to the Award.


 




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