THIS AGREEMENT
(“Agreement”), made and entered into as of
December 5, 2008, by and between Harris W. Hudson
(“Hudson”) and Republic Services, Inc.
(“Republic”).
WHEREAS,
Hudson’s service on the Board of Directors of Republic has
ceased; and
WHEREAS, Republic
desires to retain the services of Hudson on a limited basis, and
Hudson is willing to provide his services subject to the terms and
conditions of this Agreement;
NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth
below, it is hereby covenanted and agreed by Hudson and Republic as
follows:
1. DUTIES
OF HUDSON. Subject to the terms of this Agreement, Hudson shall
make himself available on a reasonable basis to, and shall provide,
advisory and consultative services as may, from time to time, be
reasonably requested by the Chairman and Chief Executive Officer of
Republic (but in no event shall such services require any travel by
Hudson) in connection with the business of the Republic for a
period of one (1) year, commencing on the day after the
closing of the contemplated merger of the Republic’s
subsidiary, RS Merger Wedge Inc. and Allied Waste Industries, Inc.
(the “Effective Date”).
a.
Consideration. As full compensation for the services
rendered pursuant to this agreement, and regardless of the amount
of consulting services requested by the Republic or performed by
Hudson, Republic shall pay Hudson the sum of $500,000.00 for the
year, payable in twelve monthly installments by the last day of
each calendar month, commencing on December 31, 2008 and
ending on November 30, 2009.
b.
Independent Contractor. This agreement shall not render
Hudson an employee, partner, or agent of, or joint venturer with,
Republic for any purpose. Hudson is and will remain an independent
contractor in his advisory and consultant relationship to Republic.
Republic shall not be responsible for withholding taxes with
respect to Hudson’s compensation hereunder. Hudson shall have
no claim against Republic hereunder for vacation pay, sick leave,
retirement benefits, social security, worker’s compensation,
health or disability benefits, unemployment insurance benefits, or
employee benefits of any kind.
c.
Expense Reimbursement. During the terms of this Agreement,
Hudson shall be entitled to be reimbursed for all reasonable,
documented and approved out-of-pocket expenses which are incurred
in connection with the performance of any consulting services
rendered to Republic hereunder.
3.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Hudson agrees
that, from the Effective Date and at all times thereafter, he shall
hold in confidence for the benefit of Republic, all trade secrets
and confidential information, knowledge or data relating to
Republic or any of its subsidiaries or affiliates, and their
respective businesses, which shall have been obtained by Hudson
during the performance of his services on behalf of Republic, or
during his consultation with Republic or after he ceases to provide
services for Republic, and which shall not be or become public
knowledge. Except in the good faith performance of his duties for
Republic, Hudson shall not, without the prior written consent of
Republic or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or
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