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EXHIBIT 10.4




FORM OF RESTRICTED STOCK AGREEMENT




ALLIED WASTE INDUSTRIES, INC.




RESTRICTED STOCK AGREEMENT

(Under the 2006 Incentive Stock Plan)




     THIS
RESTRICTED STOCK AGREEMENT (“Agreement”), is dated                     , 200___ (the “Grant Date”),
between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (the “Company”), and
                                         (the “Grantee”):



R E C I T A L S:




     The Company has adopted the Allied Waste Industries, Inc. 2006 Incentive Stock Plan, as such
plan may subsequently be modified, amended, or supplemented (the “Plan”), all of the terms and
provisions of which are incorporated herein by reference and made a part of this Agreement. All
capitalized terms used but not defined in this Agreement have the meanings given to them in the
Plan.



     The Management Development/Compensation Committee of the Board of Directors (the “Committee”)
has determined that it is in the best interests of the Company and its stockholders to grant to the
Grantee the Restricted Stock provided for herein as an inducement for Grantee to [continue to]
serve as [an employee of][a consultant to] the Company and to provide Grantee with a proprietary
interest in the future of the Company.



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
hereto agree as follows:



     1. Grant of Restricted Stock. Subject in all respects to the terms, conditions, and
provisions of this Agreement and the Plan, the Company hereby grants
to Grantee                      shares of
Restricted Stock (the “Shares”).



     2. Vesting.



          (a) Vesting Dates. The Shares shall vest according to the following schedule:




	 	 	 
	 	 	Number of
	Vesting Date	 	Shares Vested
	___/___/20___

	 	#####
	___/___/20___

	 	#####
	___/___/20___

	 	#####
	___/___/20___

	 	#####
	___/___/20___

	 	#####





The remaining                      Shares shall vest upon the attainment of certain performance goals, as
provided in Schedule A attached to this Agreement.




          (b) Acceleration of Vesting Upon Change in Control. Notwithstanding Section 2(a)
and except as otherwise provided in the Grantee’s written employment agreement or




 









 







other written agreement with the Company or any policy of the Company, if any, upon the occurrence
of a Change in Control of the Company any unvested Shares shall become fully and immediately vested
immediately prior to the consummation of the Change in Control.




          (c) Issuance of Share Certificates. On or within a reasonable time after the Grant
Date, the Company shall issue in the name of Grantee one or more certificate(s) for the Shares,
which certificate(s) shall be held in escrow by the Company pending vesting of such Shares. The
certificate(s) shall be stamped or otherwise imprinted with a legend in such form as the Company or
its counsel may require with respect to any applicable restrictions on the sale or transfer of the
Shares, and the stock transfer records of the Company will reflect stop-transfer instructions with
respect to such Shares. Within a reasonable time following the vesting of Shares, the Company will
re-issue one or more certificate(s) for such Shares without the restrictive stock legend and shall
deliver such certificate(s) to the Grantee.




     3. Effect of Termination of Service with the Company. Except as otherwise provided in the
Grantee’s written employment agreement or another written agreement with the Company or any policy
of the Company, if any, [and except as provided in the following sentence,] if the Grantee’s
Service with the Company terminates due to any reason or for no reason, any Shares that are not
vested as of the commencement of business on the date of such termination shall immediately be
forfeited. [Notwithstanding the foregoing, if the Grantee’s Service with the Company is terminated
as the result of the Grantee’s Disability or death, any unvested Shares shall continue to vest for
a period of three years after such termination, on which date they shall expire.]



     4. Transferability. The Shares granted pursuant to this Agreement (a) may not be transferred
for value, and (b) are not transferable or assignable by the Grantee except (i) by will or the laws
of descent and distribution, (ii) pursuant to a Qualified Domestic Relations Order, or (iii)
pursuant to Section 16(b) of the Plan.



     5. Tax Withholding; Other Deductions.



          (a) General. The Company’s obligation to deliver Shares under this Agreement shall
be subject to the Grantee’s satisfaction of all applicable federal, state, and local income tax
withholding requirements. Grantee agrees to make appropriate arrangements with the Company for the
satisfaction of any applicable federal, state, or local income tax withholding or similar
requirements, including the payment to the Company at the time of vesting of any Shares of all such
taxes and the satisfaction of all such requirements. If tax withholdings are to be transmitted to
the Company and are not timely received by the Company in order to satisfy its withholding
obligation, the Company may withhold a portion of the Shares that vest on the applicable Vesting
Date, sell such Shares, and use the proceeds from such Shares to satisfy the Company’s withholding
obligations.




          (b) Shares to Pay for Withholding. The Committee may, in its discretion and in
accordance with the provisions of this Section 5(b) and such supplemental rules as it may
from time to time adopt (including any applicable safe-harbor provisions of Rule 16b-3 under the
Exchange Act), provide the Grantee with the right to use shares of Common Stock in satisfaction of
all or part of the federal, state, and local income tax liabilities incurred by the Grantee in




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connection with the vesting of Shares (“Taxes”). Such right may be provided to the Grantee in
either or both of the following formats:




          (i) Stock Withholding. The Grantee may be provided with the election to have the
Company withhold, from the Shares that vest on a given Vesting Date, a portion of those Shares with
an aggregate Fair Market Value equal to the percentage of the applicable Taxes (not to exceed 100
percent of such Taxes), as designated by the Grantee.




          (ii) Stock Delivery. The Committee may, in its discretion, provide the Grantee with
the election to deliver to the Company, on the Vesting Date for any Share, one or more shares of
Common Stock previously acquired by the Grantee (other than pursuant to the transaction triggering
the Taxes) with an aggregate Fair Market Value equal to the percentage of the Taxes incurred in
connection with such vesting of Shares (not to exceed 100 percent of such Taxes), as designated by
the Grantee.




     6. Tender Offer or Merger; Adjustment of Shares. Notwithstanding anything contained herein to
the contrary:



          (a) The Committee, in its discretion (i) may accelerate vesting of all or any
portion of the Shares so that such Shares can be tendered in response to a tender offer for, or a
request or invitation to tender of, greater than 50% of the outstanding Common Stock of the Company
or (ii) may provide that all or any portion of the Shares may be surrendered in a merger,
consolidation or share exchange involving the Company (other than a transaction that would result
in a Change in Control), provided that the securities or other consideration received in exchange
thereof shall thereafter be subject to such restrictions and conditions as may be determined by the
Committee, in its discretion.




          (b) The number and type of Shares subject to this Agreement shall be proportionately
adjusted for any increase or decrease in the number of outstanding shares of Common Stock of the
Company in the manner set forth in Section 20(a) of the Plan. If the Company is the surviving
entity in any merger or consolidation as described in Section 20(d) of the Plan, the Shares granted
herein shall pertain to and apply to the number and type of securities of the surviving entity to
which a holder of such Shares would have been entitled if such Shares had vested in full
immediately prior to such merger or consolidation.




     7. Rights as Stockholder. Subject to the terms of this Agreement, Grantee shall be entitled
to all of the rights of a stockholder of the Company with respect to the Shares, including the
right to vote such Shares and to receive dividends and other distributions payable with respect to
such Shares subsequent to the Grant Date.



     8. No Employment or Service Contract. Nothing in this Agreement or in the Plan shall confer
upon the Grantee any right to continue in the Service of the Company (or any Parent or Subsidiary
employing or retaining the Grantee) for any period of time or to interfere with or otherwise
restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining
the Grantee) or the Grantee, which rights are hereby expressly reserved by each, to terminate the
Service of Grantee at any time for any reason whatsoever, with or without Cause.



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     9. Limitation on Liability of the Company.



          (a) If the number of Shares covered by this Agreement (individually, or in
combination with other Awards granted under the Plan) exceeds, as of the Grant Date, the number of
shares of the Company’s Common Stock that may be issued under the Plan without stockholder
approval, then this Agreement shall be void with respect to such excess Shares unless the Company
obtains stockholder approval of an amendment to the Plan increasing the number of shares of Common
Stock issuable under the Plan prior to the Vesting Date(s) with respect to such excess Shares.




          (b) The inability of the Company to obtain approval from any regulatory body having
authority deemed by the Company to be necessary to the lawful issuance of any Shares pursuant to
this Agreement shall relieve the Company of any liability with respect to the nonissuance of the
Shares as to which such approval shall not have been obtained.




     10. Compliance With Laws and Regulations; Securities Matters.



          (a) The issuance of any Shares pursuant to this Agreement shall be subject to
compliance by the Company and the Grantee with all applicable requirements of law relating thereto
and with all applicable regulations of any stock exchange or trading market on which the shares of
Common Stock may be listed at the time of such exercise and issuance. Notwithstanding any of the
other provisions of this Agreement or of the Plan, the Grantee agrees that the Company will not be
obligated to issue any of the Shares pursuant to this Agreement if the issuance of such Shares
would constitute a violation by the Grantee or by the Company of any provision of any law or
regulation of any governmental authority or national securities exchange or trading market on which
the Common Stock is then listed or traded. The Company, in its sole discretion, may defer the
effectiveness of any Vesting Date in order to allow the vesting of Shares pursuant thereto to be
made pursuant to registration or an exemption from registration or other methods for compliance
available under federal or state securities laws. The Company shall inform the Grantee in writing
of its decision to defer the effectiveness of such Vesting Date. In connection with the issuance
or vesting of any Shares, the Grantee shall execute and deliver to the Company such representations
in writing as may be requested by the Company in order for it to comply with applicable
requirements of federal and state securities laws.




          (b) The Grantee acknowledges and agrees that the Company is under no obligation to
register, under the Securities Act or any other applicable securities laws, any of the Shares or to
take any action that would make available any exemption from registration. The Grantee further
acknowledges and agrees that if the Shares have not been registered under the Securities Act and
all other applicable securities laws, those Shares will be “restricted securities” within the
meaning of Rule 144 under the Securities Act and must be held indefinitely without any transfer,
sale or other disposition unless (i) the Shares are subsequently registered under the Securities
Act and all other applicable securities laws, or (ii) the Grantee obtains an opinion of counsel
that is satisfactory in form and substance to counsel for the Company that the Shares may be sold
in reliance on an exemption from registration requirements. In the event that the Shares are
“restricted securities,” the certificate(s) representing the Shares shall be stamped or otherwise
imprinted with a legend in such form as the Company or its counsel may require with respect to any
applicable restrictions on the sale or transfer of such Shares and the stock transfer records of
the Company will reflect stop-transfer instructions with respect to such Shares.




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     11. Notices; Deliveries. Any notice required to be given or delivered to the Company under
the terms of this Agreement shall be in writing and addressed to the Company, in care of its
Secretary, at its principal office at 15880 N. Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona
85260. Any notice to be given or delivered to the Grantee shall be in writing and addressed to him
at the address given by him beneath his signature hereto. Either party hereto may hereafter
designate a different address in writing to the other party. Any notice shall be deemed to have
been given or delivered (a) upon personal delivery; or (b) upon receipt of facsimile transmission;
or (c) one business day after deposit with a nationally recognized overnight courier for overnight
delivery; or (d) three business days after deposit in the U.S. mail, first class postage prepaid,
and properly addressed to the party to be notified.



     12. Disputes. As a condition of the granting of the Shares, Grantee and his heirs and
successors or permitted transferees agree that (a) any dispute or disagreement that may arise
hereunder shall be determined by the Committee in its sole discretion and judgment, (b) all
decisions of the Committee with respect to any questions or issues arising under the Plan or under
this Agreement shall be conclusive on all persons having an interest in the Shares, and (c) any
such determination and any interpretation by the Committee of the terms of the Plan and this
Agreement shall be final and shall be binding and conclusive, for all purposes, upon the Company,
Grantee, his heirs, personal representatives, and permitted transferees.



     13. Shares Subject to Plan [and Employment Agreement]. The Grantee acknowledges that he has
received and carefully reviewed a copy of the Plan on or prior to the Grant Date. This Agreement
and the Shares evidenced hereby are made and granted pursuant to the Plan and are in all respects
limited by and subject to the express terms and provisions of the Plan[and that certain Employment
Agreement dated                     , 20___, between the Company and Grantee (the “Employment Agreement”)].
Unless otherwise explicitly stated herein, in the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the applicable terms and provisions of the
Plan shall govern and prevail under all circumstances. [In the event of a conflict between any
term or provision contained herein and a term or provision of the Employment Agreement, the
applicable terms and provisions of the Employment Agreement shall govern and prevail under all
circumstances.]



     14. Miscellaneous.



          (a) Nothing herein contained shall affect Grantee’s right to participate in and
receive benefits from and in accordance with the then current provisions of any employee pension,
welfare, or fringe benefit plan or program of the Company.



          (b) Whenever the term “Grantee” is used herein under circumstances applicable to any
other person or persons to whom the Shares, in accordance with the provisions of this Agreement or
the Plan, may be transferred, the word “Grantee” shall be deemed to include such person or persons.
Words used herein, regardless of the number and gender specifically used, shall be deemed and
construed to include any other number, singular or plural, and any other gender, masculine,
feminine or neuter, as the context requires.




          (c) If any provision of this Agreement or of the Plan would disqualify the Agreement
or the Plan under Rule 16b-3 promulgated under the Exchange Act, or would




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otherwise comply with Rule 16b-3, such provision shall be construed or deemed amended to
conform to Rule 16b-3 to the extent permitted by applicable law and deemed advisable by the Board.




          (d) This Agreement shall be binding upon and inure to the benefit of the Company and
the Grantee and their respective heirs, administrators, successors, or permitted assigns.




          (e) The interpretation, performance and enforcement of this Agreement shall be
governed by the laws of the State of Arizona, notwithstanding any Arizona or other conflicts-of-law
principles to the contrary.




[Signature page follows.]




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     IN WITNESS WHEREOF, the Company and Grantee have executed and delivered this Agreement as of
the date and place first above written, which date is the Grant Date of the Shares.



	 	 	 	 	 	 	 	 	 
	 	 	ALLIED WASTE INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 





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