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EXHIBIT 10.5




FORM OF RSU AGREEMENT – STOCK SETTLED ONLY




ALLIED WASTE INDUSTRIES, INC.




RESTRICTED STOCK UNITS AGREEMENT

(UNDER 2006 INCENTIVE STOCK PLAN)




     THIS
RESTRICTED STOCK UNITS 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 Units 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 Units. Subject in all respects to the terms, conditions, and
provisions of this Agreement and the Plan, the Company hereby grants
to Grantee ___ Restricted
Stock Units (the “RSUs”). Each RSU shall represent Grantee’s right to receive one share of the
Company’s Common Stock.



2. Vesting Dates and Issue Dates.




          (a) Vesting Dates. The “Issue Date” for each RSU shall be (i) the date on which
such RSU vests in accordance with this Section 2(a) (the “Vesting Date”) or, (ii) if
Grantee is eligible to (and does) make a timely deferral election under one of the Company’s
non-qualified Deferred Compensation Plans, the payment date elected under that non-qualified
Deferred Compensation Plan. The RSUs shall vest according to the following schedule:




	 	 	 
	 	 	Number of
	Vesting Date	 	RSUs Vested
	___/___/20___
	 	#####
	___/___/20___
	 	#####
	___/___/20___
	 	#####
	___/___/20___
	 	#####
	___/___/20___
	 	#####







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




          (b) Issue Date. Upon the occurrence of the Issue Date with respect to each RSU, the
Company shall issue to the Grantee one share of Common Stock.




          (c) Issuance of Shares. Reasonably promptly after the Issue Date with respect to
each RSU, but in no event later than the March 15 next following the last day of the Grantee’s
taxable year during which such RSUs vest if the Issue Date is pursuant to Section 2(a)(i),
the Secretary of the Company shall issue or cause to be issued to the Grantee (or permitted
transferee) a certificate or certificates for the number of shares of Common Stock issuable on that
Issue Date, less any applicable tax and other withholding amounts, unless applicable taxes and
other withholdings are satisfied by other means under Section 5. The Company shall cause
the certificates to be issued in the name of the Grantee or permitted transferee and delivered to
the Grantee or permitted transferee as soon as practicable following the later of (i) the Issue
Date or (ii) the date tax withholdings are made by the Company (or an amount sufficient to satisfy
such withholdings are received by the Company) with respect to vested RSUs; provided, however, that
such delivery shall be effected for all purposes when the Company’s stock transfer agent shall have
deposited such certificates in the United States mail, addressed to the Grantee or permitted
transferee. The Company, however, shall not be liable to the Grantee or permitted transferee for
damages relating to any delays in issuing the certificate(s) to the Grantee or permitted
transferee, any loss of the certificate(s), or any mistakes or errors in the issuance of the
certificate(s) or in the certificate(s) themselves. The certificates shall be issued for a whole
number of shares only. Any fractional share resulting from the vesting of such RSU, the payment of
dividends, or otherwise shall be paid in cash based on the Fair Market Value of such fractional
share as of such Issue Date.




          (d) 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 RSUs shall become fully and immediately vested
immediately prior to the consummation of the Change in Control.




     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 RSUs 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 RSUs shall continue to vest for a
period of three years after such termination, on which date they shall expire.]



     4. Transferability. The RSUs 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.



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     5. Tax Withholding; Other Deductions.



          (a) General. The Company’s obligation to deliver shares of Common Stock 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 RSUs 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 of Common Stock that would
otherwise be issued to the Grantee on the Issue 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
connection with the receipt of shares of Common Stock upon vesting of RSUs (“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 of Common Stock otherwise issuable on the Issue Date for any RSU,
a portion of those shares of Common Stock 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 Issue Date for any RSU, 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 RSUs (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 RSUs so that the shares of Common Stock issuable upon such vesting 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 RSUs 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.




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          (b) The number and type of shares of Common Stock issuable upon vesting of RSUs
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 RSUs granted herein shall pertain to and apply to the
number and type of securities of the surviving entity to which a holder of the number of shares of
Common Stock subject to such RSUs would have been entitled if such RSUs had vested in full
immediately prior to such merger or consolidation.




     7. Rights as Stockholder. The Grantee shall not be entitled to any of the rights of a
stockholder with respect to the RSUs (including the right to vote any shares issuable upon vesting
of such RSUs) unless and until the certificate for shares of Common Stock issuable upon an
applicable Issue Date are issued. [Notwithstanding the foregoing, if the Company pays a cash
dividend on its Common Stock while the RSUs are still outstanding (i.e., before shares of Common
Stock have been issued), the Grantee shall be credited with additional Restricted Stock Units
(“Additional RSUs”) in an amount equal to the total number of outstanding whole RSUs multiplied by
the dollar amount of the cash dividend paid per share, divided by the Fair Market Value per share
of Common Stock on the date of such dividend. Moreover, if the Company pays a stock dividend on its
Common Stock while the RSUs are still outstanding (i.e., before shares of Common Stock have been
issued), the Grantee shall be credited with Additional RSUs in an amount equal to the total number
of outstanding whole RSUs multiplied by the share dividend paid per share. Any Additional RSUs
that are credited (a) shall become part of the RSUs (and, as such, may be taken into account in
determining the outstanding whole number of RSUs for any future dividend crediting), (b) shall vest
pro rata according to the Vesting Date(s) of the RSUs as to which such Additional RSUs were
credited, and (c) shall be subject to the same terms and conditions that apply to the RSUs.]



     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.



     9. Limitation on Liability of the Company.



          (a) If the number of shares of Common Stock 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 of Common
Stock pursuant to this Agreement shall relieve the Company of any liability with




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respect to the nonissuance of the shares of Common Stock as to which such approval shall not
have been obtained.




     10. Compliance With Laws and Regulations; Securities Matters.



          (a) The issuance of the shares of Common Stock upon vesting of any RSUs 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 of Common Stock
pursuant to this Agreement if the issuance of such shares of Common Stock 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 issuance of shares of Common Stock 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
of shares of Common Stock upon vesting of any RSUs, 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 Company may issue shares of Common Stock upon the vesting of RSUs under this
Agreement only if (i) the shares of Common Stock that are to be issued are registered under the
Securities Act and any and all other applicable securities laws, or (ii) the Company, upon advice
of counsel, determines that the issuance of such shares of Common Stock is exempt from registration
requirements.




          (c) 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 of
Common Stock to be issued to the Grantee upon vesting of any RSUs or to take any action that would
make available any exemption from registration. The Grantee further acknowledges and agrees that
if the shares of Common Stock to be issued to the Grantee upon the vesting of any RSUs 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 to be issued upon vesting of any RSUs are “restricted securities,”
the certificate(s) representing the shares of Common Stock issued upon such vesting will 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 RSUs, 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 RSUs, 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. RSUs 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 RSUs 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 the 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 RSUs, 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 first above written, which date is the Grant Date of the RSUs.



	 	 	 	 	 	 	 	 	 
	 	 	ALLIED WASTE INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






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