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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
Page
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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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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
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
================================================================================
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
================================================================================
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
================================================================================
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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Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================
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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REPUBLIC SERVICES, INC.
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
--------
--------------
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
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Deferral
Minimum Percentage
--------
------------------
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
--------
------------------
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
--------
--------------
Base Salary
90%
Bonus
90%
Commissions
90%
LTIP Amounts
90%
Director Fees
100%
(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 maximum percentage:
Deferral
Minimum Percengage
--------
------------------
Restricted Stock
100%
(c) STOCK
OPTION GAIN AMOUNT. For each Eligible Stock Option, a
Participant may elect to defer, as his or her Stock Option
Gain
Amount, Qualifying Gain up to the following maximum
percentage with respect to exercise of the Eligible Stock
Option:
Deferral
Maximum Percentage
--------
------------------
Qualifying Gain
100%
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<PAGE>
REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================
Stock Option Gain Amounts may also be limited by other terms
or conditions set forth in the stock option plan or agreement
under which such options are granted.
(d) SHORT PLAN
YEAR. Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of
a Plan Year, the maximum Annual Deferral Amount (i) with
respect to Base Salary and Director Fees shall be limited to
the amount of compensation not yet earned by the Participant
as of the date the Participant submits a Plan Agreement and
Election Form to the Committee for acceptance, and (ii) with
respect to Bonus, LTIP Amounts and Commissions shall be
limited to those amounts deemed eligible for deferral, in the
sole discretion of the Committee.
3.3 ELECTION
TO DEFER; EFFECT OF ELECTION FORM.
(a) FIRST PLAN
YEAR. In connection with a Participant's
commencement of participation in the Plan, the Participant
shall complete (i) an irrevocable election to defer Base
Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees
for the Plan Year in which the Participant commences
participation in the Plan, and (ii) such other elections as
the Committee deems necessary or desirable under the Plan. For
these elections to be valid, the Election Form must be
completed and signed by the Participant, timely delivered to
the Committee (in accordance with Section 2.2 above) and
accepted by the Committee. A Participant's election to defer
Base Salary, Bonus, Commissions, LTIP Amounts and/or Director
Fees shall not expire at the end of the Plan Year in which
such Participant commences Participation in the Plan, but
rather shall remain in effect for each subsequent Plan Year
unless modified by the Participant in accordance with Section
3.3(b).
(b) SUBSEQUENT
PLAN YEARS. For each succeeding Plan Year, any
Participant who wishes to modify his or her deferral election
described in Section 3.3(a) above, shall complete an
irrevocable election to defer Base Salary, Bonus, Commissions,
LTIP Amounts and/or Director Fees, by timely delivering a new
Election Form to the Committee, in accordance with its rules
and procedures, before the end of the Plan Year preceding the
Plan Year for which the election is made. If a Participant
does not submit an election to defer Base Salary, Bonus,
Commissions, LTIP Amounts and/or Director Fees in accordance
with this Section 3.3(b), the Participant's existing election
to defer Base Salary, Bonus, Commissions, LTIP Amounts and/or
Director Fees, if any, shall remain in effect for such Plan
Year.
(c) RESTRICTED
STOCK DEFERRAL. For an election to defer Restricted
Stock to be valid: (i) a separate irrevocable Election Form
must be completed and signed by the Participant, with respect
to such Restricted Stock; and (ii) such Election Form must be
timely delivered to the Committee and accepted by the
Committee at least six (6) months prior to the date such
Restricted Stock vests under the terms of the Republic
Services, Inc. stock incentive plan.
(d) STOCK
OPTION GAIN DEFERRAL.
(i) For an
election to defer gain upon the exercise of an
Eligible Stock Option exercise to be valid: (i) a
separate Election Form must be completed and signed
by the Participant with respect to the Eligible Stock
Option; (ii) such election must be irrevocable; (iii)
the executed Election Form must be timely delivered
to the Committee or its designee at least six (6)
months prior to the date the
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REPUBLIC SERVICES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
================================================================================
Participant elects to exercise the Eligible Stock
Option; (iv) the Participant must agree not to
exercise the Eligible Stock Option prior to six (6)
months from the date the executed, irrevocable
Election Form is submitted to the Committee or its
designee; (v) the Eligible Stock Option must be
exercised using the "Stock-for-Stock payment method";
and (vi) the Stock constructively delivered by the
Participant to exercise the Eligible Stock Option
must have been owned by the Participant during the
entire six (6) month period prior to its delivery
and/or otherwise qualify the Eligible Stock Option
for favorable accounting treatment, as determined in
the sole discretion of the Committee.
(ii)
Notwithstanding any other provision of this Plan to
the contrary, (i) an Eligible Stock Option may be
exercised prior to the end of the six (6) month
period following the date on which the executed
Election Form is delivered to the Committee or its
designee, and (ii) the resulting Qualifying Gain will
not be deferred into this Plan, if (a) a Change in
Control occurs, or (b) the Participant Retires, dies
while an Employee or Director, or experiences a
Termination of Employment, and the Eligible Stock
Option would otherwise expire prior to the end of the
six (6) month period following the date on which the
executed Election Form was delivered to the Committee
or its designee.
3.4
WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS. For each
Plan
Year, the Base Salary portion of the Annual Deferral Amount shall
be
withheld from each regularly scheduled Base Salary payroll in
equal
amounts, as adjusted from time to time for increases and decreases
in
Base Salary. The Bonus, Commissions, LTIP Amounts and/or Director
Fees
portion of the Annual Deferral Amount shall be withheld at the time
the
Bonus, Commissions, LTIP Amounts or Director Fees are or
otherwise
would be paid to the Participant, whether or not this occurs during
the
Plan Year itself. Annual Deferral Amounts shall be credited to
a
Participant's Deferral Account at the time such amounts would
otherwise
have been paid to the Participant.
3.5 ROLLOVER
AMOUNT. With respect to Participants who participated in the
Pred
