exv10w1



 





EXHIBIT 10.1



EXECUTIVE EMPLOYMENT AGREEMENT




     ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (“Company”) and
CHARLES H. COTROS (“Executive”) enter into this Executive Employment Agreement
(“Agreement”) effective October 4, 2004 (“Effective Date”), to set forth the
terms and conditions of Executive’s employment. This Agreement supersedes any
prior employment agreement(s) between the parties. The parties agree as
follows:



     1. Certain Definitions and Understandings. As used in this Agreement, the
following terms have the meanings prescribed below:



          Applicable Period is defined in Section 10.3.



          Base Salary is defined in Section 4.1.



          Benefit Plans is defined in Section 4.3



          Board of Directors means the Board of Directors of the Company.



          Cause is defined in Section 5.3.



          Common Stock means the Company’s common stock, par value $.01 per share.



          Company means Allied Waste Industries, Inc., a Delaware corporation.



          Confidential Information is defined in Section 7.2.



          Continuing Obligations is defined in Section 3.



          Date of Termination means the earliest to occur of (a) the date of the
Executive’s death, (b) the last day of the Term, or (c) the date specified in
the Notice of Termination, in accordance with Section 5.7.



          Disability means an illness or other disability which prevents the
Executive from discharging his responsibilities under this Agreement for a
period of 180 consecutive calendar days, or an aggregate of 180 calendar days
in any calendar year, during the Term, all as determined in good faith by the
Board of Directors of the Company (or a committee thereof).



          Effective Date means October 4, 2004.



          Exchange Act means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated by the Securities and Exchange Commission
thereunder.



          Executive means Charles H. Cotros.



          Good Reason is defined in Section 5.5.



          Notice of Termination is defined in Section 5.8.



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          Share Price has the same meaning as “Fair Market Value” as that term is
defined in the Company’s 1991 Incentive Stock Plan, as amended.



          Term is defined in Section 3.



          Vacation Time is defined in Section 4.2.



          Without Cause is defined in Section 5.4.



          In addition, throughout this Agreement, the parties have defined certain
words and intend for those definitions to apply whenever the parties have used
a defined word in this Agreement. One of the defined terms is “Company” which
means Allied Waste Industries, Inc. However, the parties expect that some or
all of the Company’s obligations under this Agreement will be fulfilled through
its parent, subsidiary, related, or successor companies or businesses (which
will be called “Affiliates” in this Agreement). Accordingly, Executive
acknowledges that the discharge of any obligation of the Company under this
Agreement, which may be through the acts of one or more Affiliates, discharges
any such obligation of the Company. Moreover, the obligations Executive assumes
under this Agreement will be owed to the Company and to its Affiliates.
Accordingly, the parties expressly intend for the Affiliates to be third-party
beneficiaries of the promises made and obligations assumed by Executive in this
Agreement.



     2. General Duties of Company and Executive.



          2.1. Beginning on the Effective Date, the Executive shall serve, subject
to the authority of the Board of Directors, as Chairman of the Board of
Directors and Chief Executive Officer of the Company. The Executive’s
authority, duties and responsibilities shall be assigned by the Company’s Board
of Directors (or a committee thereof). The Executive shall devote reasonable
time and attention during normal business hours to the affairs of the Company
and use his best efforts to perform faithfully and efficiently his duties and
responsibilities. The Executive may (a) serve on corporate, civic or charitable
boards or committees, (b) deliver lectures, fulfill speaking engagements or
teach at educational institutions, and (c) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive’s duties and responsibilities.



          2.2. The Executive agrees and acknowledges that he owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests
of the Company and to do no act and to make no statement, oral or written,
which the Executive knows would injure the Company’s business, its interests or
its reputation. The Executive also agrees that he shall not knowingly become
involved in a conflict of interest with the Company and, upon discovery of any
such conflict, that he will inform the Company of the conflict and will not
allow the conflict to continue.



          2.3. The Executive agrees to comply at all times with all applicable
policies, rules and regulations of the Company, including, without limitation,
the Company’s Code of Ethics and the Company’s policies regarding trading in
Common Stock, as each is in effect from time to time.



     3. Term. The “Term” of this Agreement shall be a period of not less than
twelve (12) months nor more than twenty-four (24) months, beginning on the
Effective Date. This Agreement will automatically terminate at the end of the
Term, but may be terminated earlier, pursuant to Section 5 of this Agreement,
in which case the Term shall end on the Date of Termination. Neither the
termination of this Agreement nor the consequent end of the Term shall affect
the Company’s obligations under Section 6 of this Agreement or the Executive’s
obligations under Sections 7 through 10 of this Agreement (or under Section 2.3
with respect to the Company’s policies regarding trading in Common Stock)
(collectively, “Continuing Obligations”). Following the conclusion of the
Term, the Executive shall agree to continue to serve for at least three (3)
years (subject to being nominated by the Governance Committee and elected
by the Company’s shareholders) as a member of the Board of Directors, and shall
receive the same compensation as other independent members of the Board of
Directors.



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     4. Compensation and Benefits.



          4.1. Base Salary; Stock Options. As compensation for the Executive’s
services to the Company during the Term, the Company shall pay salary to the
Executive at the rate of One Hundred Fifty Six Thousand Dollars ($156,000.00)
per month (“Base Salary”), payable in equal bi-weekly installments or otherwise
in accordance with the Company’s established payroll policies. The Executive’s
Base Salary shall be subject to such payroll and withholding deductions as may
be required by law, and such other deductions as may be required with respect
to the Executive’s coverage in the Company’s insurance and other employee
benefit plans. For all purposes under this Agreement, the Executive’s Base
Salary shall include any portion thereof which is deferred under any
nonqualified plan or arrangement. The Executive may, in his sole discretion,
voluntarily elect, in accordance with policies established by the Company, to
receive up to one-half (1/2) of the amount he is entitled to receive as Base
Salary in the form of Common Stock. As additional compensation for the
Executive’s services to the Company during the Term, the Company shall, on the
Effective Date, grant to the Executive options to acquire up to Two Hundred
Forty Thousand (240,000) shares of Common Stock, subject to vesting at a rate
of Fifty Percent (50%) on April 4, 2005, and an additional Fifty Percent (50%)
on October 4, 2005. To the extent vested, such options shall be exercisable at
any time on or before October 4, 2010.



          4.2. Vacation Time. Commencing on the Effective Date and continuing until
the Date of Termination, for each full calendar year in which the Executive is
employed under this Agreement, the Executive shall be entitled to four (4)
weeks paid vacation (“Vacation Time”). For any partial calendar year during
which the Executive is employed under this Agreement, he will be entitled to a
prorated amount of Vacation Time, based on the number of weeks worked in the
calendar year pursuant to the Company’s then current vacation policy. Vacation
Time must be taken during the calendar year in which it accrued and will be
forfeited at the end of the calendar year if not used.



          4.3. Benefit Plans. The Executive shall be eligible to participate in and
receive all benefits under each employee pension and welfare benefit plan and
program of the Company which is currently maintained or subsequently
established by the Company for its employees. Such benefit plans may include
401(k) or other pension benefit plans, medical, dental, vision, disability,
group life, accidental death, and travel accident insurance plans and programs
(collectively, “Benefit Plans”). The Executive’s participation in the Benefit
Plans shall be subject to the terms and conditions of each such Benefit Plan.



          4.4. Reimbursement/Payment of Expenses. The Executive may from time to
time during the Term incur various business expenses customarily incurred by
persons holding positions of like responsibility, including, without
limitation, travel, entertainment and similar expenses incurred for the benefit
of the Company. Subject to the Company’s policy regarding the reimbursement of
such expenses as in effect from time to time during the Term, which does not
necessarily allow reimbursement of all such expenses, and following the
Company’s receipt of proper documentation for such expenses, the Company shall
reimburse the Executive for such expenses from time to time, at the Executive’s
request, and the Executive shall account to the Company for all such expenses.
In addition, the Company shall reimburse the Executive for all reasonable
expenses incurred in connection with his travel between the Company’s
headquarters (currently in Scottsdale, Arizona), and his current residences
(Houston, Texas, Highlands, North Carolina, and Longboat Key, Florida), and
shall also provide and pay for the expense of renting mutually agreeable living
quarters for the Executive in the Phoenix-Scottsdale metropolitan area
(or such other metropolitan area as the Company’s headquarters may be
located from time to time).



          4.5. Use of Company Airplane. The Executive shall have full access to any
airplane owned or leased by the Company for the use of its other executives,
subject to the airplane’s availability.



          4.6. Indemnification and Insurance. At all times during the Term, and for
such additional periods as are provided for in this Agreement, the Executive
shall be covered under the Company’s directors’ and officers’ liability
insurance, if any, to the extent such coverage is commercially feasible, and
under a separate Indemnification Agreement with the Company in the form
attached hereto as Exhibit A.



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     5. Termination.



          5.1. Death. This Agreement shall terminate automatically upon the death of
the Executive.



          5.2. Disability. The Company may terminate this Agreement, upon written
notice to the Executive delivered in accordance with Sections 5.7 and 11.1,
upon the Disability of the Executive.



          5.3. Cause. The Company may terminate this Agreement, upon written notice
to the Executive delivered in accordance with Sections 5.7 and 11.1, for Cause.
For purposes of this Agreement, “Cause” means (a) the conviction of the
Executive for a felony, (b) the Executive’s willful refusal, without proper
legal cause, to perform his material duties and responsibilities as
contemplated in this Agreement, or (c) the Executive’s willfully engaging in
activities which (1) constitute a material breach of any term of this
Agreement, the Company’s Code of Ethics, the Company’s policies regarding
trading in Common Stock, reimbursement of business expenses, or any other
applicable policies, rules or regulations of the Company or (2) result in a
material injury to the business, condition (financial or otherwise), results of
operations, or prospects of the Company or its Affiliates (as determined in
good faith by the Board of Directors of the Company or a committee thereof).
For purposes of the definition of “Cause,” no act or failure to act shall be
considered “willful” unless it is done, or omitted to be done, in bad faith
without reasonable belief that the action or omission was in the best interests
of the Company.



          5.4. Without Cause. The Company may terminate this Agreement Without
Cause, upon written notice to the Executive delivered in accordance with
Sections 5.7 and 11.1. For purposes of this Agreement, the Executive will be
deemed to have been terminated “Without Cause” if the Executive is terminated
by the Company for any reason other than Cause, Disability or death.



          5.5. Good Reason. The Executive may terminate this Agreement for Good
Reason, upon written notice to the Company delivered in accordance with
Sections 5.7 and 11.1. For purposes of this Agreement, “Good Reason” means (a)
the failure to elect or retain the Executive as Chairman of the Board of
Directors and Chief Executive Officer, (b) the assignment to the Executive of
any duties that are materially inconsistent with the Executive’s duties or
responsibilities as contemplated in this Agreement, (c) any other action by the
Company which results in a material diminishment in the Executive’s position
(including status, offices, titles and reporting requirements), authority,
duties or responsibilities (provided, however, that a temporary diminishment,
whether material or not, due to the Executive’s illness or injury will not
constitute grounds for a termination for Good Reason by the Executive), or (d)
any material breach by the Company of any of the provisions of this Agreement.



          5.6. Without Good Reason. The Executive may terminate this Agreement
Without Good Reason, upon written notice to the Company delivered in accordance
with Sections 5.7 and 11.1. For purposes of this Agreement, the Executive will
be deemed to have terminated “Without Good Reason” if the Executive terminates
this Agreement for any reason other than Good Reason or due to the Executive’s
death.



          5.7. Notice of Termination. Any termination of this Agreement by the
Company for Cause, Without Cause or as a result of the Executive’s Disability,
or by the Executive for Good Reason or Without Good Reason shall be
communicated by a Notice of Termination to the other party. A “Notice of
Termination” means a written notice which (a) indicates the specific
termination provision in this Agreement relied upon and (b) if the termination
is by the Company for Cause or by the Executive for Good Reason, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated. The
Notice of Termination must specify the Date of Termination. In the case of a
termination by the Company for Cause or due to the Executive’s Disability, or
by the Executive for Good Reason, the Date of Termination may be as early as
the date notice is given but no later than thirty (30) calendar days after
notice is given, unless otherwise agreed to in writing by both parties. In the
case of a termination by the Company Without Cause or by the Executive Without
Good Reason, the Date of Termination may be as early as fourteen (14) calendar
days after notice is given but no later than sixty (60) calendar days after
notice is given, unless otherwise agreed to by the parties in writing. The
Notice of Termination shall also conform with the provisions of Section 11.1.



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     6. Obligations of Company Upon Termination.



          6.1. Cause, Without Good Reason. If this Agreement is terminated either by
the Company for Cause or by the Executive Without Good Reason, the Company
shall pay to the Executive, in a lump sum cash payment within thirty (30) days
after the Date of Termination, the aggregate of (a) any unpaid portion of the
Executive’s Base Salary (as in effect on the Date of Termination) owing as of
the Date of Termination, (b) any accrued but unpaid Vacation Time as of the
Date of Termination, and (c) in the case of compensation previously deferred by
the Executive, all amounts of such compensation previously deferred and not yet
paid by the Company (unless such payment is inconsistent with the terms of
either any payment election made by the Executive with respect to such deferred
compensation or the applicable plan). The Company also shall promptly pay or
reimburse to the Executive any costs and expenses paid or incurred by the
Executive which would have been payable under Section 4.4 of this Agreement if
the Executive’s employment had not terminated.



               All other obligations of the Company and rights of the Executive hereunder
shall terminate effective as of the Date of Termination; provided, however,
that the Executive’s rights under any Benefit Plan shall be governed by the
terms and provisions of each such plan and are not necessarily severed on the
Date of Termination.



               The Executive (or, in the event of his death, his estate) shall continue
to be covered under the Company’s directors’ and officers’ liability insurance,
if any, to the extent such coverage is commercially feasible, and under his
separate Indemnification Agreement with the Company, as if the Executive’s
employment had not been terminated.



          6.2. Death or Disability; Good Reason; Without Cause; End of Term. If
this Agreement is terminated as the result of the Executive’s death, or by the
Company as the result of the Executive’s Disability or Without Cause, or by the
Executive for Good Reason, or at the end of the Term (as determined by the
mutual agreement of the Executive and the Board), the Company shall pay to the
Executive, in a lump sum cash payment within thirty (30) days after the Date of
Termination, the aggregate of (a) any unpaid portion of the Executive’s Base
Salary owing as of the Date of Termination, (b) the value of any accrued but
unused (and previously uncompensated) Vacation Time as of the Date of
Termination, and (c) in the case of
compensation previously deferred by the Executive, all amounts of such
compensation previously deferred and not yet paid by the Company (unless such
payment is inconsistent with the terms of any payment election made by the
Executive with respect to such deferred compensation or of the applicable
deferral plan). If this Agreement is terminated by the Company Without Cause,
or by the Executive for Good Reason, during the first twelve (12) months of the
Term, the Company shall also continue to pay Base Salary to the Executive for
the remainder of the first twelve (12) months, as if the Executive’s employment
had not been terminated. In addition to the foregoing, (a) the Company also
shall promptly pay or reimburse to the Executive any costs and expenses paid or
incurred by the Executive which would have been payable under Section 4.4 of
this Agreement if the Executive’s employment had not been terminated; and (b)
the Executive shall become one hundred percent (100%) vested in the stock
options granted to the Executive under the Company’s stock plans coincident
with the execution of this Agreement, which stock options shall remain
exercisable through October 4, 2010.



               All other obligations of the Company and rights of the Executive hereunder
shall terminate effective as of the Date of Termination; provided, however,
that (a) the Executive’s rights under any Benefit Plan shall be governed by the
terms and provisions of each such plan and are not necessarily severed on the
Date of Termination.



               The Executive (or, in the event of his death, his estate) shall continue
to be covered under the Company’s directors’ and officers’ liability insurance,
if any, to the extent such coverage is commercially feasible, and under his
separate Indemnification Agreement with the Company, as if the Executive’s
employment had not been terminated.



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     7. Executive’s Confidentiality Obligation.



          7.1. The Executive hereby acknowledges, understands and agrees that all
Confidential Information is the exclusive and confidential property of the
Company and its Affiliates which shall at all times be regarded, treated and
protected as such in accordance with this Article 7. The Executive acknowledges
that all such Confidential Information is in the nature of a trade secret.



          7.2. For purposes of this Agreement, “Confidential Information” means
information, not generally known to the public, that is used in the business of
the Company or its Affiliates and (a) is proprietary to, about or created by
the Company or its Affiliates, (b) gives the Company or its Affiliates some
competitive business advantage or the opportunity of obtaining such advantage
or the disclosure of which is likely to be detrimental to the interests of the
Company or its Affiliates, (c) is designated as Confidential Information by the
Company or its Affiliates, is known by the Executive to be considered
confidential by the Company or its Affiliates, or from all the relevant
circumstances should reasonably be assumed by the Executive to be confidential
and proprietary to the Company or its Affiliates, or (d) is not generally known
by non-Company personnel. Such Confidential Information includes, without
limitation, the following types of information and other information of a
similar nature (whether or not reduced to writing or designed as confidential):



               (a) Internal personnel and financial information of the Company or its
Affiliates, information about vendors that is not generally known but is known
to the Company as a result of the Company’s relationship with the vendor
(including vendor characteristics, services, prices, lists and agreements),
purchasing and internal cost information, internal service and operational
manuals, and the manner and methods of conducting the business of the Company
or its Affiliates;



               (b) Marketing and development plans, price and cost data, price and fee
amounts, pricing and billing policies, quoting procedures, marketing
techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies
(including, without limitation, all information relating to any acquisition
prospect and the identity of any key contact within the organization of any
acquisition prospect) of the Company or its Affiliates which have been or are
being discussed;



               (c) Names of customers and their representatives, contracts (including
their contents and parties), customer services, and the type, quantity,
specifications and content of products and services purchased, leased, licensed
or received by customers of the Company or its Affiliates;



               (d) Confidential and proprietary information provided to the Company or
its Affiliates by any actual or potential customer, government agency or other
third party (including businesses, consultants and other entities and
individuals);



               (e) Any non-public information about the Company’s landfill development
plans, landfill capacity, and the status of the permitting process with respect
to any aspect of the Company’s business; and



               (f) Any non-public information about the existence or status of any
governmental investigation, charge, or lawsuit, the status or the position of
the Company regarding the value of any claim or charge (whether filed by the
government or a third party), the Company’s interest in resolving any such
claim or charge; or any non-public information regarding the Company’s
compliance with federal, state or local laws.



          7.3. As a consequence of the Executive’s acquisition or anticipated
acquisition of Confidential Information, the Executive shall occupy a position
of trust and confidence with respect to the affairs and business of the Company
and its Affiliates. In view of the foregoing, and of the consideration to be
provided to the Executive, the Executive agrees that it is reasonable and
necessary that the Executive make each of the following covenants:



               (a) At any time during the Term and thereafter, the Executive shall not
disclose Confidential Information to any person or entity, either inside or
outside of the Company, other



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than as necessary in carrying out his duties and
responsibilities as set forth in Article 2, without first obtaining the
Company’s prior written consent (unless such disclosure is compelled pursuant
to court orders or subpoena, and at which time the Executive shall give notice
of such proceedings to the Company);



               (b) At any time during the Term and thereafter, the Executive shall not
use, copy or transfer Confidential Information other than as necessary in
carrying out his duties and responsibilities as set forth in Article 2, without
first obtaining the Company’s prior written consent; and



               (c) On the Date of Termination, the Executive shall promptly deliver to
the Company (or its designee) all written materials, records and documents made
by the Executive or which came into his possession prior to or during the Term
concerning the business or affairs of the Company or its Affiliates, including,
without limitation, all materials containing Confidential Information.



          7.4 The Executive acknowledges and agrees that the use of the term
“Company” in this Section 7 means both the Company and its Affiliates.



     8. Disclosure of Information, Ideas, Concepts, Improvements, Discoveries
and Inventions. Consistent with the Executive’s fiduciary duties to the Company
and its Affiliates, the Executive agrees that during his employment by the
Company and/or its Affiliates, the Executive shall promptly disclose in writing
to the Company all information, ideas, concepts, improvements, discoveries and
inventions, which are conceived, developed, made or acquired by the Executive,
either individually or jointly with others, and which relate to the
business, products or services of the Company or its Affiliates, irrespective
of whether the Executive used the Company’s or Affiliate’s time or facilities
and irrespective of whether such information, idea, concept, improvement,
discovery or invention was conceived, developed, discovered or acquired by the
Executive on the job, at home, or elsewhere. This obligation extends to all
types of information, ideas and concepts, including, information, ideas and
concepts relating to new types of services, corporate opportunities,
acquisition prospects, the identity of key representatives within acquisition
prospect organizations, prospective names or service marks for the Company’s or
Affiliate’s business activities, and the like.



     9. Ownership of Information, Ideas, Concepts, Improvements, Discoveries
and all Original Works of Authorship.



          9.1. All information, ideas, concepts, improvements, and discoveries which
are conceived, made, developed or acquired by the Executive or which are
disclosed or made known to the Executive, individually or in conjunction with
others, during the Executive’s employment by the Company and/or its Affiliates
and which relate to the business, products or services of the Company or its
Affiliates (including, without limitation, all such information relating to
corporate opportunities, research, financial and sales data, pricing and
trading terms, evaluations, opinions, interpretations, acquisition prospects,
the identity of customers or their requirements, the identity of key contacts
within the customers’ organizations or within the organization of acquisition
prospects, marketing and merchandising techniques, and prospective names and
service marks) are and shall be the sole and exclusive property of the Company.
Furthermore, all drawings, memoranda, notes, records, files, correspondence,
manuals, models, specifications, computer programs, maps and all other writings
or materials of any type embodying any of such information, ideas, concepts,
improvements, and discoveries are and shall be the sole and exclusive property
of the Company.



          9.2. In particular, the Executive hereby specifically sells, assigns,
transfers and conveys to the Company all of his worldwide right, title and
interest in and to all such information, ideas, concepts, improvements, and
discoveries, and any United States or foreign applications therefor. The
Executive shall assist the Company and its nominee at all times and in all
manners, during the Term and thereafter, in the protection of such information,
ideas, concepts, improvements, or discoveries.



          9.3. In the event the Executive individually, or jointly with others,
creates, during the Term, any original work of authorship fixed in any tangible
medium of expression which is the subject matter of copyright (such as
videotapes, written presentations on acquisitions, computer programs,



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drawings,
maps, architectural renditions, models, manuals, brochures or the like)
relating to the Company’s or its Affiliate’s business products or services, the
Company shall be deemed the author of such work if the work is prepared by the
Executive within the scope of his employment; or, if the work is not prepared
by the Executive within the scope of his employment but is specially ordered by
the Company or its Affiliates as a contribution to a collective work, as a part
of a motion picture or other audiovisual work, as a translation, as a
supplementary work, as a compilation or as an instructional text, then the work
shall be considered to be a work made for hire, and the Company shall be the
author of such work. If such work is neither prepared by the Executive within
the scope of his employment nor a work specially ordered and deemed to be a
work made for hire, then the Executive hereby agrees to sell, transfer, assign
and convey, and by these presents, does sell, transfer, assign and convey, to
the Company all of the Executive’s worldwide right, title and interest in and
to such work and all rights of copyright therein. The Executive agrees to
assist the Company and its Affiliates, at all times, during the Term and
thereafter, in the protection of the Company’s worldwide right, title and
interest in and to such work and all rights of copyright therein, which
assistance shall include, but shall not be limited to, the execution of all
documents requested by the Company or its nominee and the execution of all
lawful oaths and applications for registration of copyright in the United
States and foreign countries.



     10. Executive’s Non-Competition and Non-Solicitation Obligations.



          10.1. Non-Competition. During the Applicable Period, the Executive shall
not, acting alone or in conjunction with others, directly or indirectly,
engage, participate, invest, accept employment or render services as a
principal, director, officer, agent, employee, employer, consultant or in any
other individual or representative capacity in or with any business which
competes, directly or indirectly, with the Company’s business in any of the
business territories in which the Company or any of its Affiliates is presently
or from time to time during the Term or at the Date of Termination conducting
business, or take any action inconsistent with the fiduciary relationship of an
employee to his employer; provided, however, that the beneficial ownership by
the Executive of up to 3% of the voting stock of any corporation subject to the
periodic reporting requirements of the Exchange Act shall not violate this
Section 10.1.



          10.2. Non-Solicitation. During the Applicable Period, the Executive
agrees that he shall not, directly or indirectly, (a) induce, entice or solicit
any employee of the Company to leave his employment, (b) contact, communicate
or solicit any customer or acquisition prospect of the Company derived from any
customer list, customer lead, mail, printed matter or other information secured
from the Company or its present or past employees (other than in connection
with the performance of his services for the Company in accordance with Article
2 of this Agreement), or (c) in any other manner use any customer lists or
customer leads, mail, telephone numbers, printed material or other information
of the Company relating thereto (other than in connection with the performance
of his services for the Company in accordance with Article 2 of this
Agreement).



          10.3 Applicable Period. For purposes of Sections 10.1 and 10.2 above, the
term “Applicable Period” means the period of time beginning on the Effective
Date of this Agreement and ending on the second (2nd) anniversary of the Date
of Termination (including the automatic termination of this Agreement at the
end of the Term).



     11. Miscellaneous.



          11.1. Notices. All notices and other communications required or permitted
under this Agreement shall be in writing and shall be deemed to have been given
when delivered by hand or mailed by registered or certified mail, return
receipt requested, as follows (provided that notice of a change of address
shall be deemed given only when received):


If to the Company:




	 	 	 
	

	 	Allied Waste Industries, Inc.
	

	 	15880 North Greenway Hayden Loop, Suite 100
	

	 	Scottsdale, Arizona 85260
	

	 	Attn: Senior Vice President and General Counsel







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If to the Executive:




	 	 	 
	

	 	Charles H. Cotros
	

	 	265 Sugarberry Circle
	

	 	Houston, Texas 77024






or to such other names or addresses as the Company or the Executive, as the
case may be, shall designate by notice to the other party in the manner
specified in this Section 11.1.




          11.2. Waiver of Breach. The waiver by any party of a breach of any
provision of this Agreement shall neither operate nor be construed as a waiver
of any subsequent breach
by any party. No breach shall be deemed waived unless the waiver is in a
writing signed by the non-breaching party.



          11.3. Assignment. This Agreement shall be binding upon and inure to the
benefit of the Company, its Affiliates, successors, legal representatives and
assigns, and upon the Executive, his heirs, executors, administrators, legal
representatives and assigns; provided, however, the Executive agrees that his
rights and obligations hereunder are personal to him and may not be assigned
without the express written consent of the Company.



          11.4. Entire Agreement, No Oral Amendments. This Agreement, together with
any schedule or exhibit attached hereto and any document, policy, rule or
regulation referred to herein, replaces and merges all previous agreements and
discussions relating to the same or similar subject matter between the
Executive and the Company and constitutes the entire agreement between the
Executive and the Company with respect to the subject matter of this Agreement.
This Agreement may not be modified in any respect by any verbal statement,
representation or agreement made by any employee, officer, or representative of
the Company or by any written agreement unless signed by an officer of the
Company who is expressly authorized by the Company to execute such document.



          11.5. Enforceability. If any provision of this Agreement or application
thereof to anyone or under any circumstances shall be determined to be invalid
or unenforceable, such invalidity or unenforceability shall not affect any
other provisions or applications of this Agreement which can be given effect
without the invalid or unenforceable provision or application.



          11.6. Jurisdiction, Venue. The laws of the State of Arizona shall govern
the interpretation, validity and effect of this Agreement without regard to the
place of execution or the place for performance thereof, and the Company and
the Executive agree that the courts situated in Maricopa County, Arizona shall
have personal jurisdiction over the Company and the Executive to hear all
disputes arising under this Agreement. This Agreement is to be at least
partially performed in Maricopa County, Arizona, and as such, the Company and
the Executive agree that venue shall be proper with the courts in Maricopa
County, Arizona to hear such disputes. In the event either party is not able to
effect service of process upon the other party with respect to such disputes,
the Company and the Executive expressly agree that the Secretary of State for
the State of Arizona shall be an agent of the Company and/or the Executive to
receive service of process on behalf of the Company and/or the Executive with
respect to such disputes.



          11.7 Injunctive Relief. The Company and the Executive agree that a breach
of any term of this Agreement by the Executive would cause irreparable damage
to the Company and that, in the event of such breach, the Company shall have,
in addition to any and all remedies of law, the right to any injunction,
specific performance and other equitable relief to prevent or to redress the
violation of the Executive’s obligations under this Agreement.



          11.8 Withholding. All payments made pursuant to this Agreement shall be
net of payroll and withholding deductions as may be required by law and other
deductions that are either applied generally to employees of the Company for
insurance and other employee benefit plans or authorized by Executive.



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	Dated: October 4, 2004.

	 	ALLIED WASTE INDUSTRIES, INC.







	 	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	

	

	 	 	 	Steven M. Helm, Vice President and

General Counsel







“Company”



Dated: October 4, 2004.



	 	 	 
	 
	 	 
	

	 	

Charles H. Cotros







“Executive”




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