exv10w40






Exhibit 10.40




REPUBLIC SERVICES, INC. RELOCATION EXPENSE

REIMBURSEMENT AGREEMENT



This Relocation Expense Reimbursement Agreement (the “Agreement” is entered into this 25 day
of October, 2010, between Republic Services, Inc., its subsidiary, affiliated, predecessor and
successor corporations and entities (the “Company”) and Kevin C. Walbridge (“Employee”).




Agreement




     In consideration of the Company’s payment of Relocation Expenses and for other valuable
consideration, the sufficiency of which are acknowledged, the parties agree as follows:



     1. Payment of Relocation Expenses by Company. The Company agrees to pay on
behalf of Employee or reimburse Employee for only those Relocation Expenses approved by the Company
as set forth in the Relocation Program Handbook, which Employee will obtain from Primacy
Relocation. Employee is solely responsible for all Relocation Expenses that are not provided for in
the Relocation Program Handbook. Employee shall keep and submit to the Company records and receipts
showing all Relocation Expenses incurred pursuant to this Agreement. These records and receipts
must comply with the Company’s expense reimbursement policies in effect at the time the expense is
incurred and must at a minimum reflect the purpose of each expenditure and the person or entity to
whom each expenditure was made.



     2. Repayment of Relocation Expenses by Employee. Employee shall repay the
Company for Relocation Expenses paid to Employee or third parties on behalf of Employee as follows:



          (a) Upon Resignation or Discharge: If Employee resigns or is involuntarily discharged
by the Company “for Cause,” the employee will be required to repay all “Relocation Expenses,” which
are defined as all relocation-related expenses paid or incurred by the Company within a time-period
ending 24 months after the date the Employee begins work for the Company at the destination
location (the “effective date of transfer or new hire”), based on the following schedule:





	•	 	Resignation or discharge within 12 months of the effective date of transfer or new hire —
100% of the Relocation Expenses, or
	 
	•	 	Resignation or discharge more than 12 months but less than 24 months after the effective
date of transfer or new hire — 50% of the Relocation Expenses.




For purposes of this Agreement, “Cause” means: (i) Employee is convicted of or pleads guilty (or
nolo contendere) to a felony or other crime involving moral turpitude; (ii) the Company determines
that Employee knowingly breached any term of his or her Employment Agreement (if applicable); (iii)
the Company determines that Employee knowingly violated any of the Company’s policies, rules, or
guidelines; or (iv) the Company determines that Employee willfully engaged in conduct, or failed to
perform assigned duties, the result of which exposes the Company to serious actual or potential
injury (financial or otherwise).




          (b) Upon Employment with Competitor. If Employee resigns or is
involuntarily discharged by the Company for Cause and accepts employment with a competitor of the
Company within 24 months after the effective date of transfer or new hire, Employee shall repay the
Company 100% of the total Relocation Expenses. If Employee has already repaid a pro rata share of
the Relocation Expenses in accordance with Section 2(a), then Employee shall pay to the Company
100% of the remainder of the Relocation Expenses. For purposes of this Agreement, the definition
of competitor is the one used in Employee’s applicable non-competition, non-solicitation and/or
confidentiality agreement




          (c) Terms of Repayment. Employee shall repay any Relocation Expenses to the
Company by cashier’s check or wire transfer of immediately available funds as follows: (i) any





 









 

 




amounts due pursuant to Section 2(a) shall be paid within 45 days after the employment termination
date; and (ii) any amounts due pursuant to Section 2(b) shall be paid within 30 days after Employee
accepts employment with a competitor of the Company.. Notwithstanding the foregoing, to the extent
permitted by applicable law, the Company may elect to withhold any amounts due for the repayment of
Relocation Expenses from any compensation due to Employee as of the termination date, and Employee
hereby agrees to such withholding and authorizes the Company to withhold such amounts.




          (d) Exception. The repayment obligations of Paragraph 2 will not apply where
prohibited by the Sarbanes-Oxley Act.




     3. Miscellaneous.



          (a) Binding Effect; Amendment. This Agreement and the rights of the parties
hereunder shall be binding upon and shall inure to the benefit of the parties hereto. This
Agreement, upon execution and delivery, constitutes a valid and binding agreement of the parties
hereto enforceable in accordance with its terms and may be modified or amended only by a written
instrument executed by all of the parties.




          (b) Entire Agreement. This Agreement is the final, complete and exclusive statement
of the agreement among the parties with relation to the subject matter of this Agreement. There are
no oral representations, understandings or agreements covering the same subject matter as this
Agreement. This Agreement supersedes and cannot be varied, contradicted or supplemented by evidence
of any prior or contemporaneous discussions, correspondence, or oral or written agreements or
arrangements of any kind.




          (c) Severability. If any provision of this Agreement shall be invalid,
illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be
valid, legal and enforceable but so as most nearly to retain the intent of the parties. If such
modification is not possible, such provision shall be severed from this Agreement. In either case,
the validity, legality and enforceability of the remaining provisions of this Agreement shall not
in any way be affected or impaired thereby.




          (d) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Arizona, without giving effect to any choice or
conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Arizona.




          (e) Attorneys’ Fees. In the event either party commences litigation for the judicial
interpretation, enforcement, termination, cancellation or rescission hereof, or for damages
(including liquidated damages) for the breach hereof, then, in addition to any or all other relief
awarded in such litigation, the prevailing party therein shall be entitled to a judgment against
the other for an amount equal to reasonable attorneys’ fees, expert witness fees, litigation
related expenses, and court costs in such litigation.




           (f) Withholding. All payments made to the Employee will be made net of any
applicable withholding for taxes. If the Company makes any payments on behalf of the Employee, the
Employee agrees to pay all applicable withholding taxes to the Company.




          (g) Section 409A. Notwithstanding anything herein or in the Relocation Program
Handbook to the contrary, except to the extent any expense or reimbursement described herein or the
Relocation Program Handbook does not constitute a deferral of compensation within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended, any expense or reimbursement will
meet the following requirements: (i) the amount of expenses eligible for reimbursement or in-kind
benefits provided to Employee during any calendar year will not affect the amount of expenses
eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year;
(ii) the reimbursement for expenses for which Employee is entitled to be reimbursed will be made on
or before the last day of the calendar year following the





 









 

 




calendar year in
which the applicable expense is incurred; (iii) the right to payment, reimbursement or in-kind
benefits hereunder may not be liquidated or exchanged for any other benefit; and (iv) the payments
or reimbursements will be made pursuant to objectively determinable nondiscretionary Company
policies and procedures regarding such reimbursement of expenses.




     IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first written above.


Date: October 25, 2010




	 	 	 	 	 

	By:

	 	/s/ KEVIN C. WALBRIDGE
 

	 	 





Name: Kevin C. Walbridge



Title: Executive Vice President, Operations