Exhibit 10.3


 



FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This FIRST AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (the "Agreement"), is made and entered into
effective as of October 1, 2005, by and between Waste Connections, Inc., a
Delaware corporation (the "Company"), and David Eddie (the
"Employee").

The Company and the Employee entered into an Employment
Agreement as of May 15, 2001 (the "Old Agreement"), and by their
execution of this First Amended and Restated Employment Agreement, the Company
and the Employee wish to amend and restate the Old Agreement in its entirety as
provided herein.

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




	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.


	Duties and Powers.  The Employee is hereby
employed as Vice President, Corporate Controller and the Employee shall devote
Employee's attention, energies and abilities in that capacity to the proper
oversight and operation of the Company's business, to the exclusion of any other
occupation.  As Vice President, Corporate Controller the Employee shall report
to the Chief Financial Officer, shall be based at the Company's corporate
headquarters in California, and shall be responsible for accounting functions
relating to the Company's operations and properties.  The Employee shall perform
such other duties as the Chief Financial Officer, the Chief Executive Officer,
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 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.


	Term.  The employment of the Employee by the
Company pursuant to this Agreement shall continue until the third
(3rd) anniversary thereof (the "Term") or until
terminated prior to such date when and as provided in Section 7.  Commencing
October 1, 2006, and on each October 1st thereafter, 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.


	Compensation.



	Base Salary.  The Company hereby agrees to pay to the
Employee an annual base salary of One Hundred Fifty Thousand Dollars ($150,000)
("Base Salary").  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.


	Performance Bonus.  For the calendar year
commencing January 1, 2005, 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 maximum annual
Bonus will equal thirty-five percent (35%) of the applicable year's beginning
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.


	Grants of Options and Restricted Stock.  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.  

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.


	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
commencing May 15th of each year.  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.


	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.


	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.


	Termination. 



	For Cause.  The Company, by action of the Board, may
terminate this Agreement and the Employee's employment for cause on delivery to
the Employee of a Notice of Termination (as defined in Section 9.2 below).  For
purposes of this agreement, the term "Cause" shall mean:




	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; 


	conviction of a felony;


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


	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


	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.  




	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).  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 maximum 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
insurance 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 term of any such options and rights shall be extended
to the first (1st) anniversary of the Employee's termination.  The
Employee acknowledges that extending the term of any incentive stock options
pursuant to this Section 7.2 or Sections 7.3, 7.4 or 8.1 below, 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.


	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.  On the Date of Termination pursuant
to this Section 7.3, 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 insurance
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 term of
any such options and rights shall be extended to the first (1st)
anniversary of the Employee's termination.


	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 term of any such options and rights shall be extended
to the first 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.


	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.


	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 8.2, 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.


	Provisions Applicable to Termination of
Employment.



	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.


	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.


	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.


	Change In Control.



	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 the same amount determined under Section 7.2 that is payable to
the Employee on termination without Cause provided, however, that such amount
shall be payable in a lump sum on the Date of Termination and not in
installments as provided in Section 7.2.  In addition, on a Change of
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 term of any such options and rights shall be extended to the
first anniversary of the Employee's termination, and all RSUs and shares of the
Company's restricted stock issued to the Employee shall immediately vest and
become unrestricted and freely transferable.

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:



	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


	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 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.


	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) if during any period of
two (2) 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 (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.


	Non-Competition and Non-Solicitation.



	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 of Control, until the first anniversary of the effective date
of the Change of 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 8.2, until the first 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 months, the Restricted
Period shall be eight (8) months.


	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 date of such termination or the effective date of such change
of control (whichever is later), unless otherwise permitted to do so by
Section 11.1.


	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.


	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.


	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.


	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.


	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.


	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.


	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.


	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.


	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.


	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.


	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.


	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.

[Signatures appear on the following page]



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/ David Eddie	 	 	 	 
	David Eddie	 	By:	/s/ Ronald J. Mittelstaedt,	 
	 	 	Ronald J. Mittelstaedt,	 
	 	 	Chief Executive Officer	 
	Address: