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Exhibit 10.1
REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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AMENDED AND RESTATED
EFFECTIVE NOVEMBER 1, 2003
COPYRIGHT (C) 2003
BY CLARK CONSULTING, INC.
EXECUTIVE BENEFITS PRACTICE
ALL RIGHTS RESERVED
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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TABLE OF CONTENTS
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ARTICLE 1 Definitions....................................................................................1
ARTICLE 2 Selection, Enrollment, Eligibility.............................................................7
2.1 Selection by Committee.........................................................................7
2.2 Enrollment Requirements........................................................................8
2.3 Eligibility; Commencement of Participation.....................................................8
2.4 Termination of Participation And/or Deferrals..................................................8
ARTICLE 3 Deferral Commitments /Company Restoration Matching Amounts/restricted Stock Amounts/stock
Option Gain Amounts/vesting/crediting/taxes....................................................8
3.1 Minimum Deferrals..............................................................................8
3.2 Maximum Deferral...............................................................................9
3.3 Election to Defer; Effect of Election Form....................................................10
3.4 Withholding and Crediting of Annual Deferral Amounts..........................................11
3.5 Rollover Amount...............................................................................11
3.6 Annual Company Restoration Matching Amount....................................................11
3.7 Annual Restricted Stock Amount................................................................12
3.8 Annual Stock Option Gain Amount...............................................................12
3.9 Vesting.......................................................................................12
3.10 Crediting/debiting of Account Balances........................................................13
3.11 Fica and Other Taxes..........................................................................15
ARTICLE 4 Deduction Limitation..........................................................................16
4.1 Deduction Limitation On Benefit Payments......................................................16
ARTICLE 5 In-service Distribution; Unforeseeable Financial Emergencies; Withdrawal Election.............16
5.1 In-service Distribution.......................................................................16
5.2 Other Benefits Take Precedence Over In-service Distributions..................................17
5.3 Withdrawal Payout/suspensions for Unforeseeable Financial Emergencies.........................17
5.4 Withdrawal Election...........................................................................18
ARTICLE 6 Change in Control Benefit.....................................................................18
6.1 Change in Control Benefit.....................................................................18
ARTICLE 7 Retirement Benefit............................................................................19
7.1 Retirement Benefit............................................................................19
7.2 Payment of Retirement Benefit.................................................................19
ARTICLE 8 Termination Benefit...........................................................................19
8.1 Termination Benefit...........................................................................19
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MASTER PLAN DOCUMENT
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8.2 Payment of Termination Benefit................................................................20
ARTICLE 9 Disability Waiver and Benefit.................................................................20
9.1 Disability Waiver.............................................................................20
9.2 Continued Eligibility; Disability Benefit.....................................................20
ARTICLE 10 Survivor Benefit..............................................................................21
10.1 Survivor Benefit..............................................................................21
10.2 Payment of Survivor Benefit...................................................................21
ARTICLE 11 Beneficiary Designation.......................................................................21
11.1 Beneficiary...................................................................................21
11.2 Beneficiary Designation; Change of Beneficiary Designation; Spousal Consent...................21
11.3 Acknowledgement...............................................................................22
11.4 No Beneficiary Designation....................................................................22
11.5 Doubt as to Beneficiary.......................................................................22
11.6 Discharge of Obligations......................................................................22
ARTICLE 12 Leave of Absence..............................................................................22
12.1 Paid Leave of Absence.........................................................................22
12.2 Unpaid Leave of Absence.......................................................................22
ARTICLE 13 Termination, Amendment or Modification........................................................23
13.1 Termination...................................................................................23
13.2 Amendment.....................................................................................23
13.3 Plan Agreement................................................................................24
13.4 Effect of Payment.............................................................................24
ARTICLE 14 Administration................................................................................24
14.1 Committee Duties..............................................................................24
14.2 Administration Upon Change in Control.........................................................24
14.3 Agents........................................................................................25
14.4 Binding Effect of Decisions...................................................................25
14.5 Indemnity of Committee........................................................................25
14.6 Employer Information..........................................................................25
ARTICLE 15 Other Benefits and Agreements.................................................................25
15.1 Coordination With Other Benefits..............................................................25
ARTICLE 16 Claims Procedures.............................................................................26
16.1 Presentation of Claim.........................................................................26
16.2 Notification of Decision......................................................................26
16.3 Review of a Denied Claim......................................................................26
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Deferred Compensation Plan
MASTER PLAN DOCUMENT
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16.4 Decision On Review............................................................................27
16.5 Legal Action..................................................................................27
ARTICLE 17 Trust.........................................................................................27
17.1 Establishment of the Trust....................................................................27
17.2 Interrelationship of the Plan and the Trust...................................................27
17.3 Distributions From the Trust..................................................................27
ARTICLE 18 Miscellaneous.................................................................................28
18.1 Status of Plan................................................................................28
18.2 Unsecured General Creditor....................................................................28
18.3 Employer's Liability..........................................................................28
18.4 Nonassignability..............................................................................28
18.5 Not a Contract of Employment..................................................................28
18.6 Furnishing Information........................................................................28
18.7 Terms.........................................................................................28
18.8 Captions......................................................................................29
18.9 Governing Law.................................................................................29
18.10 Notice........................................................................................29
18.11 Successors....................................................................................29
18.12 Spouse's Interest.............................................................................29
18.13 Validity......................................................................................29
18.14 Incompetent...................................................................................29
18.15 Court Order...................................................................................29
18.16 Distribution in the Event of Taxation.........................................................30
18.17 Insurance.....................................................................................30
18.18 Legal Fees to Enforce Rights After Change in Control..........................................30
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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REPUBLIC SERVICES, INC.
DEFERRED COMPENSATION PLAN
Amended and Restated Effective November 1, 2003
PURPOSE
The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees and Directors who contribute
materially to the continued growth, development and future business success of
Republic Services, Inc., a Delaware corporation, and its subsidiaries, if any,
that sponsor this Plan. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA. This Deferred Compensation Plan supersedes in its
entirety the Republic Services, Inc. Deferred Compensation Plan, amended and
restated effective July 1, 2002 (hereinafter, the "Predecessor Plan") for any
and all participants in the Predecessor Plan who are actively employed by any
Employer as of the effective date of this Plan; provided, however, that all
other participants in the Predecessor Plan will continue to be participants in
such Predecessor Plan and will have no rights under this Plan. Any and all
balances accrued by such actively employed participants under the Predecessor
Plan shall be subject to the terms and conditions of this Plan and shall be
referred to as the "Rollover Amount."
ARTICLE 1
DEFINITIONS
For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:
1.1 "Account Balance" shall mean, with respect to a Participant, a credit
on the records of the Employer equal to the sum of (i) the Deferral
Account balance, (ii) the Company Restoration Matching Account balance,
(iii) the Restricted Stock Account balance, and (iv) the Stock Option
Gain Account balance. The Account Balance, and each other specified
account balance, shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of
the amounts to be paid to a Participant, or his or her designated
Beneficiary, pursuant to this Plan.
1.2 "Annual Deferral Amount" shall mean that portion of a Participant's
Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts that a
Participant defers in accordance with Article 3 for any one Plan Year.
In the event of a Participant's Retirement, Disability (if deferrals
cease in accordance with Section 9.1), death or a Termination of
Employment prior to the end of a Plan Year, such year's Annual Deferral
Amount shall be the actual amount withheld prior to such event.
1.3 "Annual Installment Method" shall be an annual installment payment over
the number of years selected by the Participant in accordance with this
Plan, calculated as follows: (i) for the first annual installment, the
vested Account Balance of the Participant shall be calculated as of the
close of business on or the date on which the Participant Retires or is
deemed to have Retired in accordance with Section 9.2(c), as determined
by the Committee in its sole discretion, and (ii) for remaining annual
installments, the vested Account Balance of the Participant shall be
calculated on every applicable anniversary of the date on which the
Participant Retires or is deemed to have Retired in accordance with
Section 9.2(c). Each annual installment shall be calculated by
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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multiplying this balance by a fraction, the numerator of which is one
and the denominator of which is the remaining number of annual payments
due the Participant. By way of example, if the Participant elects a ten
(10) year Annual Installment Method, the first payment shall be 1/10 of
the vested Account Balance, calculated as described in this definition.
The following year, the payment shall be 1/9 of the vested Account
Balance, calculated as described in this definition. Shares of Stock
that shall be distributable from the Stock Option Gain Account and the
Restricted Stock Account shall be distributable in shares of actual
Stock in the same manner previously described. However, the Committee
may, in its sole discretion, (i) adjust the annual installments in
order to distribute whole shares of actual Stock and/or (ii) accelerate
the distribution of such actual shares of Stock by payment of a lump
sum.
1.4 "Base Salary" shall mean the annual cash compensation relating to
services performed during any calendar year, excluding distributions
from nonqualified deferred compensation plans, bonuses, commissions,
overtime, fringe benefits, stock options, relocation expenses,
incentive payments, non-monetary awards, director fees and other fees,
and automobile and other allowances paid to a Participant for
employment services rendered (whether or not such allowances are
included in the Employee's gross income). Base Salary shall be
calculated before reduction for compensation voluntarily deferred or
contributed by the Participant pursuant to all qualified or
non-qualified plans of any Employer and shall be calculated to include
amounts not otherwise included in the Participant's gross income under
Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
established by any Employer; provided, however, that all such amounts
will be included in compensation only to the extent that had there been
no such plan, the amount would have been payable in cash to the
Employee.
1.5 "Beneficiary" shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 11, that are entitled
to receive benefits under this Plan upon the death of a Participant.
1.6 "Beneficiary Designation Form" shall mean the form established from
time to time by the Committee that a Participant completes, signs and
returns to the Committee to designate one or more Beneficiaries.
1.7 "Board" shall mean the board of directors of the Company.
1.8 "Bonus" shall mean any compensation, in addition to Base Salary,
Commissions and LTIP Amounts, payable to a Participant during a Plan
Year, under any Employer's bonus and cash incentive plans, excluding
stock options.
1.9 "Change in Control" shall mean any change in control of the Company of
a nature which would be required to be reported (a) in response to Item
6(e) of Schedule 14A of Regulation 14A, as in effect on the effective
date of this Plan, promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), (b) in response to Item 1 of the
Current Report on Form 8-K, as in effect on the effective date of this
Plan, promulgated under the Exchange Act, or (c) in any filing by the
Company with the Securities and Exchange commission; provided, however,
that without limitation, a Change of Control of the Company shall be
deemed to have occurred if:
(i) Any "person" (as such term is defined in Sections 13(d)(3) and
Section 14(d)(3) of the Exchange Act), other than the Company,
any majority-owned subsidiary of the Company, or any
compensation plan of the Company or any majority-owned
subsidiary of the Company, becomes the "beneficial owner" (as
such term is defined in Rule 13d-3 of the
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the
combined voting power of the Company;
(ii) During any period of three consecutive years while this Plan
is in effect, the individuals who at the beginning of such
period constitute the Board of the Company cease for any
reason to constitute at least a majority of such Board, unless
the election of each director who was not a director at the
beginning of such period has been approved in advance by
directors representing at least two-thirds of the directors
then in office who were directors at the beginning of such
period; or
(iii) The shareholders of the Company approve (1) a reorganization,
merger, or consolidation with respect to which persons who
were the shareholders of the Company immediately prior to such
reorganization, merger, or consolidation do not immediately
thereafter own more than 50% of the combined voting power
entitled to vote generally in the election of the directors of
the reorganized, merged or consolidated entity; (2) a
liquidation or dissolution of the Company; or (3) the sale of
all or substantially all of the assets of the Company or of a
subsidiary of the Company that accounts for 30% of the
consolidated revenues of the Company, but not including a
reorganization, merger or consolidation of the Company.
1.10 "Change in Control Benefit" shall have the meaning set forth in
Article 6.
1.11 "Claimant" shall have the meaning set forth in Section 16.1.
1.12 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.
1.13 "Commissions" shall mean the cash commissions payable to a Participant
by any Employer for services rendered during a Plan Year, excluding
Bonus, LTIP Amounts or other additional incentives or awards payable to
the Participant.
1.14 "Committee" shall mean the committee described in Article 14.
1.15 "Company" shall mean Republic Services, Inc., a Delaware corporation,
and any successor to all or substantially all of the Company's assets
or business.
1.16 "Company Restoration Matching Account" shall mean (i) that portion of a
Participant's Rollover Amount which is represented by the Participant's
aggregate matching contributions described in Section 3.5 of the
Predecessor Plan, as well as any appreciation (or depreciation)
specifically attributable to such matching contributions accumulated
under the Predecessor Plan, plus (ii) the sum of all of a Participant's
Company Restoration Matching Amounts, plus (iii) amounts credited in
accordance with all the applicable crediting and debiting provisions of
this Plan that relate to the Participant's Company Restoration Matching
Account, less (iv) all distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that relate to the Participant's
Company Restoration Matching Account.
1.17 "Company Restoration Matching Amount" shall mean, for any one Plan
Year, the amount determined in accordance with Section 3.6.
1.18 "Deferral Account" shall mean (i) that portion of a Participant's
Rollover Amount which is represented by the Participant's aggregate
deferral contributions described in Section 1.18 of the
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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Predecessor Plan, as well as any appreciation (or depreciation)
specifically attributable to such deferral contributions accumulated
under the Predecessor Plan, plus (ii) the sum of all of a Participant's
Annual Deferral Amounts, plus (iii) amounts credited in accordance with
all the applicable crediting and debiting provisions of this Plan that
relate to the Participant's Deferral Account, less (iv) all
distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.
1.19 "Director" shall mean any member of the board of directors of any
Employer.
1.20 "Director Fees" shall mean the annual fees paid by any Employer,
including retainer fees and meeting fees, as compensation for serving
on the board of directors.
1.21 "Disability" or "Disabled" shall mean a determination that a
Participant is disabled made by either (i) the carrier of any
individual or group disability insurance policy, sponsored by the
Participant's Employer, or (ii) the Social Security Administration.
Upon request by the Employer, the Participant must submit proof of the
carrier's or Social Security Administration's determination.
1.22 "Disability Benefit" shall mean the benefit set forth in Article 9.
1.23 "Election Form" shall mean the form established from time to time by
the Committee that a Participant completes, signs and returns to the
Committee to make an election under the Plan.
1.24 "Eligible Stock Option" shall mean one or more non-qualified stock
option(s) (including incentive stock options disqualified as such and
treated as non-qualified options under the Code) selected by the
Committee in its sole discretion and exercisable under a plan or
arrangement of Republic Services, Inc. or any Employer permitting a
Participant under this Plan to defer gain with respect to such option.
1.25 "Employee" shall mean a person who is an employee of any Employer.
1.26 "Employer(s)" shall mean the Company and/or any of its subsidiaries
(now in existence or hereafter formed or acquired) that have been
selected by the Board to participate in the Plan and have adopted the
Plan as a sponsor.
1.27 "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.
1.28 "401(k) Plan" shall be that certain Republic Services 401(k) Plan,
dated April 1, 1999 adopted by the Company.
1.29 "In-Service Distribution" shall mean the distribution set forth in
Section 5.1.
1.30 "LTIP Amounts" shall mean any compensation payable to a Participant,
whether in the form of cash or Stock, as an Employee under any
Employer's long-term incentive plan or any other long-term incentive
arrangement designated by the Committee.
1.31 "Participant" shall mean any Employee or Director (i) who is selected
to participate in the Plan, (ii) who elects to participate in the Plan,
(iii) who signs a Plan Agreement, an Election Form and a Beneficiary
Designation Form, (iv) whose signed Plan Agreement, Election Form and
Beneficiary Designation Form are accepted by the Committee, (v) who
commences participation in the Plan, and (vi) whose Plan Agreement has
not terminated. A spouse or former spouse of a Participant shall not be
treated as a Participant in the Plan or have an account balance under
the
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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Plan, even if he or she has an interest in the Participant's benefits
under the Plan as a result of applicable law or property settlements
resulting from legal separation or divorce.
1.32 "Plan" shall mean the Republic Services, Inc. Deferred Compensation
Plan, which shall be evidenced by this instrument and by each Plan
Agreement, as they may be amended from time to time.
1.33 "Plan Agreement" shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant and the
Participant's Employer shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than
one Plan Agreement, the Plan Agreement bearing the latest date of
acceptance by the Employer shall supersede all previous Plan Agreements
in their entirety and shall govern such entitlement. The terms of any
Plan Agreement may be different for any Participant, and any Plan
Agreement may provide additional benefits not set forth in the Plan or
limit the benefits otherwise provided under the Plan; provided,
however, that any such additional benefits or benefit limitations must
be agreed to by both the Employer and the Participant.
1.34 "Plan Year" shall mean a period beginning on January 1 of each calendar
year and continuing through December 31 of such calendar year.
1.35 "Qualifying Gain" shall mean the incremental value inuring to a
Participant upon the exercise of an Eligible Stock Option, using a
Stock-for-Stock payment method, during any Plan Year. For purposes of
this section, the phrase "Stock-for-Stock payment method" shall, in all
events, be limited to the Participant's delivery of a properly executed
statement in which he or she attests to ownership of the number of
shares required to exercise the Eligible Stock Option, rather than
actual delivery of such shares. Such incremental value shall be
deliverable to the Participant in the form of additional shares of
Stock and shall be computed as follows: (i) the total fair market value
of the shares of Stock held/acquired as a result of the exercise of an
Eligible Stock Option using a Stock-for-Stock payment method, minus
(ii) the total exercise price. For example, assume a Participant elects
to exercise an Eligible Stock Option to purchase 1,000 shares of Stock
at an exercise price of $20 per share (i.e., a total exercise price of
$20,000), when the Stock has a current fair market value of $25 per
share (i.e., a total current fair market value of $25,000) and elects
to defer one hundred (100) percent of the Qualifying Gain (i.e.,
$5,000). Using the Stock-for-Stock payment method, the Participant
would deliver a properly executed statement attesting to ownership of
800 shares of Stock (worth $20,000 at exercise) to exercise the
Eligible Stock Option and would receive, in return, a Qualifying Gain,
in the form of an unfunded and unsecured promise by the Company for 200
shares of Stock in the future (worth $5,000 at exercise). The number of
additional shares of Stock deliverable to the Participant in the future
as a result of the Qualifying Gain shall be fixed and determined as of
the date of the exercise of the Eligible Stock Option using the closing
price of the Stock as of the end of the business day closest to the
date of such exercise.
1.36 "Restricted Stock" shall mean rights to receive unvested shares of
restricted stock selected by the Committee in its sole discretion and
awarded to the Participant under any Republic Services, Inc. stock
incentive plan.
1.37 "Restricted Stock Account" shall mean the aggregate value, measured on
any given date, of (i) the number of shares of Restricted Stock
deferred by a Participant as a result of all Restricted
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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Stock Amounts, plus (ii) the number of additional shares credited as a
result of the deemed reinvestment of dividends in accordance with all
of the applicable crediting provisions of the Republic Services, Inc.
Stock Unit Fund I that relate to the Participant's Restricted Stock
Account, less (iii) the number of shares of Restricted Stock previously
distributed to the Participant or his or her Beneficiary pursuant to
this Plan, subject in each case to any adjustments to the number of
such shares determined by the Committee with respect to the Republic
Services, Inc. Stock Unit Fund I pursuant to Section 3.10. This portion
of the Participant's Account Balance shall only be distributable in
actual shares of Stock.
1.38 "Restricted Stock Amount" shall mean, with respect to a Participant for
any one Plan Year, the amount of Restricted Stock deferred in
accordance with Section 3.6 of this Plan, calculated using the closing
price of Stock at the end of the business day closest to the date such
Restricted Stock would otherwise vest, but for the election to defer.
In the event of a Participant's Retirement, Disability (if deferrals
cease in accordance with Section 9.1), death or a Termination of
Employment prior to the end of a Plan Year, such year's Restricted
Stock Amount shall be the actual amount withheld prior to such event.
1.39 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
Employee, severance from employment from all Employers for any reason
other than a leave of absence, death or Disability on or after the
earlier of the attainment of (a) age sixty-five (65) or (b) age
fifty-five (55) with six (6) Years of Service; and shall mean with
respect to a Director who is not an Employee, severance of his or her
directorships with all Employers on or after the later of (y) the
attainment of age sixty-five (65), or (z) in the sole discretion of the
Committee, an age later than age sixty-five (65). If a Participant is
both an Employee and a Director, Retirement shall not occur until he or
she Retires as both an Employee and a Director, which Retirement shall
be deemed to be a Retirement as a Director; provided, however, that
such a Participant may elect, at least three years prior to Retirement
and in accordance with the policies and procedures established by the
Committee, to Retire for purposes of this Plan at the time he or she
Retires as an Employee, which Retirement shall be deemed to be a
Retirement as an Employee.
1.40 "Retirement Benefit" shall mean the benefit set forth in Article 7.
1.41 "Rollover Amount" shall mean the amount determined in accordance with
Section 3.5.
1.42 "Stock" shall mean Republic Services, Inc. common stock, $.01 par
value, or any other equity securities of the Company designated by the
Committee.
1.43 "Stock Option Gain Account" shall mean the aggregate value, measured on
any given date, of (i) the number of shares of Stock deferred by a
Participant as a result of all Stock Option Gain Amounts, plus (ii) the
number of additional shares credited as a result of the deemed
reinvestment of dividends in accordance with all of the applicable
crediting provisions of the Republic Services, Inc. Stock Unit Fund I
that relate to the Participant's Stock Option Gain Account, less (iii)
the number of such shares of Stock previously distributed to the
Participant or his or her Beneficiary pursuant to this Plan, subject in
each case to any adjustments to the number of such shares determined by
the Committee with respect to the Republic Services, Inc. Stock Unit
Fund I pursuant to Section 3.10. This portion of the Participant's
Account Balance shall only be distributable in actual shares of Stock.
1.44 "Stock Option Gain Amount" shall mean, with respect to a Participant
for any one Plan Year, the portion of Qualifying Gains deferred with
respect to an Eligible Stock Option exercise, in
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Deferred Compensation Plan
MASTER PLAN DOCUMENT
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accordance with Section 3.8 of this Plan. In the event of a
Participant's Retirement, Disability (if deferrals cease in accordance
with Section 9.1), death or a Termination of Employment prior to the
end of a Plan Year, such year's Stock Option Gain Amount shall be the
actual amount withheld prior to such event.
1.45 "Survivor Benefit" shall mean the benefit set forth in Article 10.
1.46 "Termination Benefit" shall mean the benefit set forth in Article 8.
1.47 "Termination of Employment" shall mean the severing of employment with
all Employers, or service as a Director of all Employers, voluntarily
or involuntarily, for any reason other than Retirement, Disability,
death or an authorized leave of absence. If a Participant is both an
Employee and a Director, a Termination of Employment shall occur only
upon the termination of the last position held; provided, however, that
such a Participant may elect, at least three years before Termination
of Employment and in accordance with the policies and procedures
established by the Committee, to be treated for purposes of this Plan
as having experienced a Termination of Employment at the time he or she
ceases employment with an Employer as an Employee.
1.48 "Trust" shall mean one or more trusts established by the Company in
accordance with Article 17.
1.49 "Unforeseeable Financial Emergency" shall mean an unanticipated
emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant, (ii) a
loss of the Participant's property due to casualty, or (iii) such other
extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined in the
sole discretion of the Committee.
1.50 "Years of Service" shall mean (i) the total number of full years in
which a Participant has been employed by one or more Employers, plus
(ii) the total number of full years in which a Participant was employed
by an entity acquired by the Company, as determined by the Committee in
its sole discretion; provided, however, that such Participants will
only receive credit for an uninterrupted period of service which
immediately precedes the Participant's date of hire with an Employer.
For purposes of this definition, a year of employment shall be a 365
day period (or 366 day period in the case of a leap year) that, for the
first year of employment, commences on the Employee's date of hiring
and that, for any subsequent year, commences on an anniversary of that
hiring date. The Committee shall make a determination as to whether any
partial year of employment shall be counted as a Year of Service.
ARTICLE 2
SELECTION, ENROLLMENT, ELIGIBILITY
2.1 SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
select group of management and highly compensated Employees and
Directors of the Employer, as determined by the Committee in its sole
discretion. From that group, the Committee shall select, in its sole
discretion, Employees and Directors to participate in the Plan.
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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2.2 ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
Employee or Director shall complete, execute and return to the
Committee a Plan Agreement, an Election Form and a Beneficiary
Designation Form, all within thirty (30) days after he or she is
selected to participate in the Plan. In addition, the Committee shall
establish from time to time such other enrollment requirements as it
determines in its sole discretion are necessary.
2.3 ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
Director selected to participate in the Plan has met all enrollment
requirements set forth in this Plan and required by the Committee,
including returning all required documents to the Committee within the
specified time period, that Employee or Director shall commence
participation in the Plan on the first day of the month following the
month in which the Employee or Director completes all enrollment
requirements. If an Employee or a Director fails to meet all such
requirements within the period required, in accordance with Section
2.2, that Employee or Director shall not be eligible to participate in
the Plan until the first day of the Plan Year following the delivery to
and acceptance by the Committee of the required documents.
2.4 TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees,
as membership in such group is determined in accordance with Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
right, in its sole discretion, to (i) terminate any deferral election
the Participant has made for the remainder of the Plan Year in which
the Participant's membership status changes, (ii) prevent the
Participant from making future deferral elections and/or (iii)
immediately distribute the Participant's then vested Account Balance as
a Termination Benefit and terminate the Participant's participation in
the Plan.
ARTICLE 3
DEFERRAL COMMITMENTS/COMPANY RESTORATION MATCHING AMOUNTS/RESTRICTED STOCK
AMOUNTS/STOCK OPTION GAIN AMOUNTS/VESTING/CREDITING/TAXES
3.1 MINIMUM DEFERRALS.
(a) ANNUAL DEFERRAL AMOUNT. For each Plan Year, a Participant may
elect to defer, as his or her Annual Deferral Amount, Base
Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees
in the following minimum amounts for each deferral elected:
Deferral Minimum Amount
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Base Salary, Bonus,
Commissions and/or LTIP
Amounts $1,000 aggregate
Director Fees $1,000
If an election is made for less than the stated minimum
amounts, or if no election is made, the amount deferred shall
be zero.
(b) RESTRICTED STOCK AMOUNT. For each grant of Restricted Stock, a
Participant may elect to defer, as his or her Restricted Stock
Amount, Restricted Stock in the following minimum amount:
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================
Deferral Minimum Percentage
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Restricted Stock 0%
If no election is made, the amount deferred shall be zero.
(c) STOCK OPTION GAIN AMOUNT. For each Eligible Stock Option, a
Participant may elect to defer, as his or her Stock Option
Gain Amount, the following minimum percentage of Qualifying
Gain with respect to exercise of the Eligible Stock Option:
Deferral Minimum Percentage
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Qualifying Gain 0%
If no election is made, the amount deferred shall be zero.
(d) SHORT PLAN YEAR. Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of
a Plan Year, the minimum Annual Deferral Amount shall be an
amount equal to the minimum set forth above, multiplied by a
fraction, the numerator of which is the number of complete
months remaining in the Plan Year and the denominator of which
is 12.
3.2 MAXIMUM DEFERRAL.
(a) ANNUAL DEFERRAL AMOUNT. For each Plan Year, a Participant may
elect to defer, as his or her Annual Deferral Amount, Base
Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees
up to the following maximum percentages for each deferral
elected:
Deferral Maximum Amount
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Base Salary 90%
Bonus 90%
Commissions 90%
LTIP Amounts 90%
Director Fees