Allied Waste Industries, LLC – ‘10-K’ for 12/31/04 – EX-10.65

On:  Friday, 2/18/05, at 9:30am ET   ·   For:  12/31/04   ·   Accession #:  950153-5-309   ·   File #:  1-14705

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.31M 
 2: EX-4.33     Instrument Defining the Rights of Security Holders     4     20K 
 3: EX-10.61    Material Contract                                      4     22K 
 4: EX-10.62    Material Contract                                      5     27K 
 5: EX-10.63    Material Contract                                      2     11K 
 6: EX-10.64    Material Contract                                      2     11K 
 7: EX-10.65    Material Contract                                      6     30K 
 8: EX-10.66    Material Contract                                      2     11K 
 9: EX-10.67    Material Contract                                     55    183K 
10: EX-10.68    Material Contract                                    121    423K 
11: EX-10.69    Material Contract                                     22     62K 
12: EX-10.70    Material Contract                                     31     96K 
13: EX-10.71    Material Contract                                     28     91K 
14: EX-10.72    Material Contract                                     15     76K 
15: EX-12.1     Statement re: Computation of Ratios                    2±    13K 
16: EX-14       Code of Ethics                                         3     14K 
17: EX-21       Subsidiaries of the Registrant                        10     42K 
18: EX-23.1     Consent of Experts or Counsel                       HTML      9K 
19: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     15K 
20: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     15K 
21: EX-32       Certification per Sarbanes-Oxley Act (Section 906)  HTML     10K 

EX-10.65   —   Material Contract

EX-10.65
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                   EXHIBIT 10.65

 ALLIED WASTE INDUSTRIES, INC.
RESTRICTED STOCK UNITS AGREEMENT
 (UNDER THE AMENDED AND RESTATED
1991 INCENTIVE STOCK PLAN)

THIS RESTRICTED STOCK UNITS AGREEMENT ("Agreement") is dated        
_________________________ ("Date of Conversion"), between ALLIED WASTE          
INDUSTRIES, INC., a Delaware corporation ("Company"), and                       
_____________________________ ("Grantee"):                                      

R E C I T A L S:

    The Company has adopted the Allied Waste Industries, Inc. 1991 Incentive
Stock Plan, as most recently amended and restated effective February 5, 2004    
("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 Company and Grantee previously entered into a Performance-Accelerated
Restricted Stock Agreement ("PARSAP Agreement"), whereby Company granted to     
Grantee ____________ shares of Restricted Stock ("PARSAP Shares") on            
__________________ ("Date of Grant").                                           

The Management Development/Compensation Committee of the Board of   
Directors ("Committee") has determined that it would be in the best interests of
the Company and its stockholders to permit Grantee to convert Grantee's PARSAP  
Shares into units of Restricted Stock ("Restricted Stock Units" or "Award       
RSUs"), and Grantee has elected to convert Grantee's PARSAP Shares into RSUs.   

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

1. Conversion of PARSAP Shares to Restricted Stock Units. Grantee's PARSAP      
Shares are hereby converted into ____________ units of Restricted Stock ("Award 
RSUs"). Grantee's PARSAP Agreement is hereby null and void, and Grantee's Award 
RSUs shall be subject to the terms and conditions contained in this RSU         
Agreement and in the Plan. Each Award RSU shall represent Grantee's right to    
receive one share of the Company's common stock, par value $.01 per share (the  
"Common Stock").                                                                

2. Vesting. Except as otherwise provided herein, Grantee shall become vested in 
the Award RSUs according to the following schedule: 0% vested interest until six
years from the Date of Grant, then 20% vested at six years and each year        
thereafter until 100% vested at ten years from the Date of Grant.               
Notwithstanding the foregoing, vesting will be accelerated upon the             

                                                                               1

EX-10.65
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Company's attaining certain performance goals, as specified in Paragraph 3      
below, or upon a Change in Control, as specified in Paragraph 13 below. Vesting 
also may be accelerated upon the occurrence of certain events, as specified in  
Paragraph 5 below.                                                              

3. Performance Goals.                                                           

    (a) Vesting of all or a portion of the Award RSUs may be accelerated due
     to the achievement of predetermined performance goals during the third to
fifth years following the Date of Grant (the calendar years ending  
  December 31, 2002, December 31, 2003, and December 31, 2004). The goal
    will be a targeted implied equity value per share. It will be determined
      using an implied market value multiple times EBITDA, minus debt, to arrive
    at an implied equity value, divided by the number of shares outstanding,
    to establish the implied equity value per share. Once any portion of the
   Award RSUs is vested as the result of the attainment of the performance
goals, such portion shall not be subject to forfeiture. The specific
performance criteria are described in Schedule A attached to this   
Agreement.                                                          

(b) For purposes of this Agreement:                                 

          (i) "EBITDA" is based on the information reported in the Company's
          financial statements, as approved by the Compensation Committee of
the Company's Board of Directors;                       

         (ii) "fully diluted shares" means the aggregate of all issued and
         outstanding shares of the Company's Common Sock, shares of Common
           Stock issuable upon the vesting or payment of awards or exercise of
           options under any employee benefit plan, including the Plan, shares
          of Common Stock otherwise available or reserved for issuance under
        employee benefit plans, including the Plan, and shares of Common
     Stock issuable upon conversion or exercise of any outstanding
        convertible securities, warrants or options (for these purposes,
           shares of the Company's Series A Senior Convertible Preferred Stock
are deemed convertible into shares of Common Stock); and

         (iii) "debt" means all interest-bearing debt of the Company as of
the end of the relevant fiscal year.                    

   (c) The target equity value per share, for purposes of this Paragraph 3
      shall be adjusted for any stock dividend, stock split, or recapitalization
of the Company.                                                     

4. Issue Date. Subject to Grantee's right to postpone the Issue Date pursuant to
the terms of the Plan and Paragraph 8 below, the Issue Date for each Award RSU  
shall be the date on which such RSU vests in accordance with Paragraph 2, 3, 5  
or 13.                                                                          

5. Effect of Termination of Employment. Except as may be otherwise specifically 
provided in this Agreement, if Grantee's employment with the Company is         
terminated for any reason, all unvested Award RSUs at the time of Grantee's     
termination of employment shall be forfeited upon Grantee's date of termination.
If Grantee's employment with the Company is terminated as                       

                                                                               2

EX-10.65
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
the result of his Retirement, or by the Company without Cause, at any time after
December 31, 2004, any unvested Award RSUs at the time of Grantee's termination 
of employment shall become vested on a pro rata basis, based on the number of   
full calendar months completed since the Date of Grant, as a fraction of the    
10-year period following the Date of Grant. If Grantee's employment with the    
Company is terminated as the result of his Disability or death, any unvested    
Award RSUs shall become fully and immediately vested. Those Award RSUs for which
vesting is not accelerated pursuant to the terms of this Paragraph 5 or of      
Paragraph 13 shall be forfeited upon Grantee's date of termination; provided,   
however, that the Committee, in its discretion, may decide to accelerate the    
vesting of any otherwise forfeitable Award RSUs. If Grantee's termination of    
employment is due to his death, Grantee's Common Stock will be issued to        
Grantee's beneficiary.                                                          

6. Rights as Stockholder. Grantee shall not be entitled to any of the rights of 
a stockholder with respect to the Award RSUs (including the right to vote such  
shares and to receive dividends and other distributions) 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 Grantee's Award RSUs are still outstanding (i.e.,     
before shares of Common Stock have been issued), Grantee will be credited with  
additional units of Restricted Stock ("Additional RSUs") in an amount equal to  
the total number of outstanding whole Award RSUs multiplied by the dollar amount
of the cash dividend paid per share, divided by the Fair Market Value per share.
Moreover, if the Company pays a stock dividend on its Common Stock while        
Grantee's Award RSUs are still outstanding (i.e., before shares of Common Stock 
have been issued), Grantee will be credited with Additional RSUs in an amount   
equal to the total number of outstanding whole Award RSUs multiplied by the     
share dividend paid per share. Any Additional RSUs that are credited will become
part of the Award RSUs (and, as such, may be taken into account in determining  
the outstanding whole number of Award RSUs for purposes of crediting any future 
dividends) and will be subject to the same terms and conditions that apply to   
the Award RSUs.                                                                 

7. Issuance of Shares. Subject to Paragraph 8 below, reasonably promptly after  
the Issue Date, the Company will provide Grantee with a certificate for the     
shares of Common Stock issuable on that Issue Date, issued in the Grantee's     
name. The certificate will be issued for a whole number of shares only. Any     
fractional share resulting from the payment of dividends will be paid in cash   
based on the Fair Market Value of such fractional share.                        

8. Deferral of Award RSUs. Notwithstanding any contrary provisions of this      
Agreement, if Grantee is eligible to participate in the Allied Waste Industries,
Inc. Executive Deferred Compensation Plan ("Deferred Compensation Plan"), then  
at least one year prior to the vesting of any of the Award RSUs (or, if later,  
within 30 days of the date of this Agreement), Grantee may, in his discretion,  
elect to defer the Issue Date for his Award RSUs. If Grantee makes such an      
election, the Award RSUs subject to that election will be transferred to the    
Deferred Compensation Plan as of the original Issue Date (i.e, the date shares  
would have been issued, but for Grantee's election to defer) . Payment will then
be subject to the terms of the Deferred Compensation Plan. Notwithstanding an   
election to defer receipt, if Grantee dies before the Award RSUs are            
transferred, payment will be made under the Plan (not the Deferred Compensation 
Plan) pursuant to the Plan's terms.                                             

                                                                               3

EX-10.65
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
9. Term of Employment. This Agreement does not grant to Grantee any right to    
continue serving as an employee of the Company.                                 

10. Notices; Deliveries. Any notice of delivery required to be given under the  
terms of this Agreement shall be addressed to the Company, in care of its       
Secretary, at its principal office at 15880 N. Greenway-Hayden Loop, Suite 100, 
Scottsdale, Arizona 85260, and any notice or delivery to be given to Grantee    
shall be addressed to him at the address given by him beneath his signature     
hereto or such other address as either party hereto may hereafter designate in  
writing to the other. Any such notice or delivery shall be deemed to have been  
duly given when addressed as aforesaid, registered or certified mail, and       
deposited (postage or registration or certification fee prepaid) in a post      
office or branch post office regularly maintained by the United States.         

11. Disputes. As a condition of the granting of the Award RSUs, Grantee and his 
heirs and successors agree that any dispute or disagreement which may arise     
hereunder shall be determined by the Committee in its sole discretion and       
judgment, and that 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 and personal representatives, and all permitted transferees.              

12. Award RSUs Subject to Plan. The Award RSUs granted pursuant to this         
Agreement are subject to the terms and provisions of the Plan. 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 will govern and prevail under all              
circumstances. Grantee acknowledges that he has received a copy of the Plan on  
or prior to the Date of Conversion.                                             

13. Acceleration of Vesting Upon Change in Control. Upon the occurrence of a    
Change in Control of the Company, the Award RSUs shall become fully and         
immediately vested. If the Change in Control occurs within three years following
the Date of Grant and the Fair Market Value of the Company's Common Stock is    
greater than $18.00 per share as of the date the Change in Control occurs, or if
the Fair Market Value of the Company's Common Stock is greater than $50.00 per  
share as of the date the Change in Control occurs, Grantee shall receive an     
additional payment to pay any excise taxes, and any income or excise taxes due  
on those excise taxes paid by the Company, as a result of any accelerated       
vesting due to the Change in Control. Notwithstanding anything to the contrary  
contained in the Plan, for purposes of this Agreement, the term "Change in      
Control" shall mean the occurrence of either of the following events: (a) an    
acquisition of 50% or more of the Common Stock of the Company (including        
convertible stock) by a buyer or buyers acting in concert (but not including    
Apollo or Blackstone), or (b) a sale by Apollo or Blackstone to a single buyer  
or buyers acting in concert.                                                    

14. Tender Offer/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 Award 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 Award RSUs may be surrendered in a merger, consolidation or     

                                                                               4

EX-10.65
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
     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) In the event of any change in the outstanding Common Stock resulting
from a subdivision or consolidation of shares, whether through      
     reorganization, recapitalization, share split, reverse share split, share
     distribution or combination of shares or the payment of a share dividend,
  the Award RSUs shall be adjusted in a manner deemed appropriate by the
      Committee to prevent the enlargement or dilution of Grantee's rights under
this Agreement.                                                     

15. Miscellaneous.                                                              

    (a) All decisions of the Committee with respect to any questions arising
under the Plan or under this Agreement shall be conclusive.                     

    (b) 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.                                                                        

(c) Grantee agrees that the Company shall have the right to reduce  
Grantee's Award RSUs and/or withhold from the shares to be issued for Grantee's 
Award RSUs an amount sufficient to satisfy the federal, state, and local        
withholding tax requirements, if any, attributable to the vesting of and/or     
issuance of shares for such Award RSUs.                                         

(d) Whenever the term "Grantee" is used herein under circumstances  
applicable to any other person or persons to whom the Award 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.                    

      (e) If any provision of this Agreement or of the Plan would disqualify the
Agreement or the Plan under Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, or would cause the Agreement or the Plan to not 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 Company's Board of Directors.                                               

(f) Notwithstanding anything contained herein to the contrary, the  
Company's obligation to issue or deliver certificates evidencing the Award RSUs 
or shares of Common Stock issuable on any Issue Date shall be subject to all    
applicable laws, rules, and regulations and to such approvals by any            
governmental agencies or national securities exchanges as may be required.      

    (g) This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company.                                         

 (h) The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Arizona.                          

                                                                               5

EX-10.65
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
    IN WITNESS WHEREOF, the Company has, as of the date first above written,
caused this Agreement to be executed on its behalf by its Chairman, President or
any Vice President, and Grantee has hereunder set his hand as of the date first 
above written, which date is the Date of Grant of the Award RSUs.               

ALLIED WASTE INDUSTRIES, INC.                GRANTEE                            

By_______________________________            ___________________________________
                   Signature

                                             ___________________________________
                    Print Name

                                             ___________________________________

                                             ___________________________________
                 Address

                                                                               6

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		2/18/05
For Period End:		12/31/04		2		3			8-K
		2/5/04		1					4
		12/31/03		2					10-K,  5,  8-K
		12/31/02		2					10-K,  8-K,  S-3/A
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Republic Services, Inc.           10-K       12/31/23  154:22M
 2/23/23  Republic Services, Inc.           10-K       12/31/22  142:20M
 2/11/22  Republic Services, Inc.           10-K       12/31/21  143:19M
 2/23/21  Republic Services, Inc.           10-K       12/31/20  153:21M