EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

     ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (“Company”) and DONALD W. SLAGER (“Executive”) enter into this amended and restated Executive Employment Agreement (“Agreement”) to set forth the terms and conditions of Executive’s employment. This Agreement supersedes any prior employment agreement(s) between the parties. The parties agree as follows:

     1.  Certain Definitions and Understandings . As used in this Agreement, the following terms have the meanings prescribed below:

           Applicable Period is defined in Section 10.3.

           Annual Incentive Compensation is defined in Section 4.2.

           Base Salary is defined in Section 4.1.

           Beneficial Owner is defined in Rule 13(d)-3 under the Exchange Act; provided, however, and without limitation, that any individual, corporation, partnership, group, association or other person or entity that has the right to acquire any Voting Stock at any time in the future, whether such right is (a) contingent or absolute, or (b) exercisable presently or at any time in the future, pursuant to any agreement or understanding or upon the exercise or conversion of rights, options or warrants, or otherwise, shall be the Beneficial Owner of such Voting Stock.

           Cash Termination Excise Tax is defined in Section 6.6(a).

           Cause is defined in Section 5.3.

           Change in Control of the Company means one of the following: (a) the Company merges or consolidates, or agrees to merge or to consolidate, with any other corporation (other than a wholly-owned direct or indirect subsidiary of the Company) and is not the surviving corporation (or survives as a subsidiary of another corporation), (b) the Company sells, or agrees to sell, all or substantially all of its assets to any other person or entity, (c) the Company is dissolved, (d) any third person or entity (other than Apollo Advisors, L.P., The Blackstone Group L.P., or a trustee or committee of any qualified employee benefit plan of the Company) together with its Affiliates shall become (by tender offer or otherwise), directly or indirectly, the Beneficial Owner of at least 30% of the Voting Stock of the Company, or (e) the individuals who constitute the Board of Directors of the Company as of the Initial Effective Date (“Incumbent Board”) shall cease for any reason to constitute at least a majority of the Board of Directors; provided, that any person becoming a director whose election or nomination for election was approved by a majority of the members of the Incumbent Board shall be considered, for the purposes of this Agreement, a member of the Incumbent Board.

           Change in Control Date is defined in Section 6.5.

           Change in Control Payment is defined in Section 6.6(a).

           Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated by the Internal Revenue Service thereunder.

           Common Stock means the Company’s common stock, par value $.01 per share.

           Company means Allied Waste Industries, Inc., a Delaware corporation.

           Compensation Plans is defined in Section 4.6.

           Confidential Information is defined in Section 7.2.

           Continuing Obligations is defined in Section 3.

           Date of Termination means the earliest to occur of (a) the date of the Executive’s death, or (b) the date specified in the Notice of Termination, in accordance with Section 5.8.

           Disability means an illness or other disability which prevents the Executive from discharging his responsibilities under this Agreement for a period of 180 consecutive calendar days, or an aggregate of 180 calendar days in any calendar year, during the Term, all as determined in good faith by the Board of Directors of the Company (or a committee thereof).

           Effective Date means the effective date of this amended and restated Executive Employment Agreement, which is January 1, 2005, except as may otherwise be provided herein.

           Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder.

           Executive means Donald W. Slager.

           Good Reason is defined in Section 5.5.

           Gross-Up Payment is defined in Section 6.6(c).

           Initial Effective Date means January 1, 2004.

           LTIP means the Long-Term Incentive Plan.

           Notice of Termination is defined in Section 5.8. Retirement is defined in Section 5.7.

           Safe Harbor Amount is defined in Section 6.6(a).

           Share Price has the same meaning as “Fair Market Value” as that term is defined in the Company’s 1991 Incentive Stock Plan, as amended.

           Targeted Annual Incentive Compensation is defined in Section 4.2.

           Term is defined in Section 3.

           Threshold Share Price means (a) in the case of the calendar year beginning January 1, 2007, a Share Price of $16 or more, or (b) in the case of subsequent calendar years, a Share Price which is at least fifteen percent (15%) greater than the Threshold Share Price for the preceding calendar year.

           Unrestricted Payments means those payments to which the Executive is entitled under Sections 6.2(a)(1), 6.3(a)(1), 6.4(a), and 6.5(a)(1) of this Agreement.

           Vacation Time is defined in Section 4.3.

           Voting Stock means all outstanding shares of capital stock of the Company entitled to vote generally in an election of directors; provided, however, that if the Company has shares of Voting Stock entitled to more or less than one (1) vote per share, each reference to a proportion of the issued and outstanding shares of Voting Stock shall be deemed to refer to the proportion of the aggregate votes entitled to be cast by the issued and outstanding shares of Voting Stock.

           Welfare Plans is defined in Section 4.7.

           Without Cause is defined in Section 5.4.

          In addition, throughout this Agreement, the parties have defined certain words and intend for those definitions to apply whenever the parties have used a defined word in this Agreement. One of the defined terms is “Company” which means Allied Waste Industries, Inc. However, the parties expect that some or all of the Company’s obligations under this Agreement will be fulfilled through its parent, subsidiary, related, or successor companies or businesses (which will be called “Affiliates” in this Agreement). Accordingly, Executive acknowledges that the discharge of any obligation of the Company under this Agreement, which may be through the acts of one or more Affiliates, discharges any such obligation of the Company. Moreover, the obligations Executive assumes under this Agreement will be owed to the Company and to its Affiliates. Accordingly, the parties expressly intend for the Affiliates to be third-party beneficiaries of the promises made and obligations assumed by Executive in this Agreement.

     2.  General Duties of Company and Executive .

          2.1. The Company will employ the Executive as its President and Chief Operating Officer. The Executive’s authority, duties and responsibilities shall be those assigned by the Company’s Board of Directors (or a committee thereof) and agreed to by the Executive. The Executive shall devote reasonable time and attention during normal business hours to the affairs of the Company and use his best efforts to perform faithfully and efficiently his duties and responsibilities. The Executive may (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (c) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s duties and responsibilities.

          2.2. The Executive agrees and acknowledges that he owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act and to make no statement, oral or written, which would injure the Company’s business, its interests or its reputation. The Executive also agrees that he shall not knowingly become involved in a conflict of interest with the Company and, upon discovery of any such conflict, that he will inform the Company of the conflict and will not allow the conflict to continue.

          2.3. The Executive agrees to comply at all times with all applicable policies, rules and regulations of the Company, including, without limitation, the Company’s Code of Ethics and the Company’s policies regarding trading in Common Stock, as each is in effect from time to time.

          3. Term. The “Term” of this Agreement shall be a continuous period of two (2) years (i.e., on any given date the Term shall be a period of two (2) years from that date), beginning on the Initial Effective Date, unless this Agreement is terminated earlier pursuant to Section 5 of this Agreement, in which case the Term shall end on the Date of Termination. Neither the termination of this Agreement nor the consequent end of the Term shall affect the Company’s obligations under Section 6 of this Agreement or the Executive’s obligations under Sections 7 through 10 of this Agreement (or under Section 2.3 with respect to the Company’s policies regarding trading in Common Stock) (collectively, “Continuing Obligations”).

     4.  Compensation and Benefits .

          4.1. Base Salary. As compensation for services to the Company during the Term, the Company shall pay to the Executive until the Date of Termination a base salary at the annual rate of Six Hundred Sixty-Six Thousand Dollars ($663,000.00) or such other rate as may be specified from time to time by the Board of Directors (or a committee thereof) in its discretion (“Base Salary”). The Base Salary shall be payable in equal bi-weekly installments or in accordance with the Company’s established policy, subject only to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of the Company for insurance and other employee benefit plans. For all purposes under this Agreement, the Executive’s Base Salary shall include any portion thereof which is deferred under any nonqualified plan or arrangement.

          4.2. Annual Incentive Compensation. In addition to Base Salary, the Executive shall be awarded, for each fiscal year during the Term until the Date of Termination, annual cash incentive compensation (either pursuant to an incentive plan or program of the Company or otherwise) in an amount to be determined by the Board of Directors (or a committee thereof) in its sole discretion (“Annual Incentive Compensation”). “Targeted Annual Incentive Compensation”, earned upon the achievement of one hundred percent (100%) of the annual target goals for the Executive, shall be one hundred percent (100%) of the Executive’s Base Salary, unless otherwise determined by the Board of Directors (or a committee thereof) in its sole discretion. All such Annual Incentive Compensation shall be payable at a time to be determined by the Board of Directors (or a committee thereof) in its sole discretion. For all purposes under this Agreement, the Executive’s Annual Incentive Compensation shall include any portion thereof which is deferred under any nonqualified plan or arrangement.

          4.3. Vacation Time. Commencing on the Initial Effective Date and continuing until the Date of Termination, for each full calendar year in which the Executive is employed under this Agreement, the Executive shall be entitled to four (4) weeks paid vacation (“Vacation Time”). For any partial calendar year during which the Executive is employed under this Agreement, he will be entitled to a prorated amount of Vacation Time, based on the number of weeks worked in the

calendar year pursuant to the Company’s then current vacation policy. Vacation Time must be taken during the calendar year in which it accrued and will be forfeited at the end of the calendar year if not used.

          4.4. Automobile Allowance. Commencing on the Initial Effective Date and continuing until the Date of Termination, the Executive shall receive an automobile allowance of Six Hundred Dollars ($600.00) per month (“Automobile Allowance”). The Board of Directors (or a committee thereof), in its discretion, may increase the Automobile Allowance based upon relevant circumstances.

          4.5. Club Membership Dues. Commencing on the Initial Effective Date and continuing until the Date of Termination, the Executive shall receive an amount per month equal to the monthly membership dues (i.e., the regular membership fee, and not incidental or ancillary charges such as food, beverages, rentals, coaching, training, supplies, therapy, spa, etc.) which the Executive pays for one club or organization of Executive’s choice.

          4.6. Incentive, Savings, Retirement and Stock Plans. The Executive shall be entitled to participate in and be eligible to receive benefits under all executive incentive, savings, retirement, deferred compensation and stock (including any stock option, restricted stock, restricted stock units, phantom stock and other stock rights and interests, including derivative interests) plans and programs currently maintained or hereinafter established by the Company for the benefit of its executive officers and/or employees (collectively “Compensation Plans”). The Executive’s participation in all such Compensation Plans shall be governed by the terms and provisions of each such Compensation Plan.

          4.7. Welfare Plans. The Executive shall be eligible to participate in and shall receive all benefits under each welfare benefit plan of the Company currently maintained or subsequently established by the Company for the benefit of its employees. Such welfare benefit plans may include medical, dental, vision, disability, group life, accidental death and travel accident insurance plans and programs (collectively “Welfare Plans”). The Executive’s participation in the Welfare Plans shall be subject to the terms and conditions of each Welfare Plan.

          4.8. Reimbursement of Expenses. The Executive may from time to time during the Term incur various business expenses customarily incurred by persons holding positions of like responsibility, including, without limitation, travel, entertainment and similar expenses incurred for the benefit of the Company. Subject to the Company’s policy regarding the reimbursement of such expenses as in effect from time to time during the Term, which does not necessarily allow reimbursement of all such expenses, and following the Company’s receipt of proper documentation for such expenses, the Company shall reimburse .the Executive for such expenses from time to time, at the Executive’s request, and the Executive shall account to the Company for all such expenses.

          4.9. Indemnification and Insurance. At all times during the term of this Agreement, and for such additional periods as are provided for in this Agreement, the Executive shall be covered under the Company’s directors’ and officers’ liability insurance, if any, to the extent such coverage is commercially feasible, and under a separate Indemnification Agreement with the Company.

     5.  Termination.

          5.1. Death. This Agreement shall terminate automatically upon the death of the Executive.

          5.2. Disability. The Company may terminate this Agreement, upon written notice to the Executive delivered in accordance with Sections 5.8 and 11.1, upon the Disability of the Executive.

          5.3. Cause. The Company may terminate this Agreement, upon written notice to the Executive delivered in accordance with Sections 5.8 and 11.1, for Cause. For purposes of this Agreement, “Cause” means (a) the conviction of the Executive for a felony, (b) the Executive’s willful refusal, without proper legal cause, to perform his duties and responsibilities as contemplated in this Agreement, or (c) the Executive’s willfully engaging in activities which (1) constitute a breach of any term of this Agreement, the Company’s Code of Ethics, the Company’s policies regarding trading in Common Stock, reimbursement of business expenses, or any other applicable policies, rules or regulations of the Company or (2) result in a material injury to the business, condition (financial or otherwise), results of operations, or prospects of the Company or its Affiliates (as determined in good faith by the Board of Directors of the Company or a committee thereof). For purposes of the definition of “Cause,” no act or failure to act shall be considered “willful” unless it is done, or omitted to be done, in bad faith without reasonable belief that the action or omission was in the best interests of the Company.

          5.4. Without Cause. The Company may terminate this Agreement Without Cause, upon written notice to the Executive delivered in accordance with Sections 5.8 and 11.1, For purposes of this Agreement, the Executive will be deemed to have been terminated “Without Cause” if the Executive is terminated by the Company for any reason other than Cause, Disability or death.

          5.5. Good Reason. The Executive may terminate this Agreement for Good Reason, upon written notice to the Company delivered in accordance with Sections 5.8 and 11.1. For purposes of this Agreement, “Good Reason” means (a) the assignment to the Executive of any duties that are materially inconsistent with the Executive’s duties or responsibilities as contemplated in this Agreement, (b) any other action by the Company which results in a material diminishment in the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities (provided, however, that a temporary diminishment, whether material or not, due to the Executive’s illness or injury will not constitute grounds for a termination for Good Reason by the Executive), (c) any material breach by the Company of any of the provisions of this Agreement, (d) requiring the Executive to relocate permanently to any office or location, except in the Phoenix-Scottsdale metropolitan area or any other location to which the majority of the Company’s executive officers are relocated, without his consent, (e) any material reduction, or attempted material reduction, at any time during the Term, of the Base Salary or of any of the compensation or benefits described in Article 4 of this Agreement (provided, however, that any change in the targeted percentage for purposes of determining the Executive’s Annual Incentive Compensation, any change in the Company’s reimbursement policies, or any change in any Compensation Plans or Welfare Plans, which affects a majority of the employees covered by those policies or plans, shall not be considered “Good Reason”).

          5.6. Without Good Reason. The Executive may terminate this Agreement Without Good Reason, upon written notice to the Company delivered in accordance with Sections 5.8 and 11.1. For purposes of this Agreement, the Executive will be deemed to have terminated “Without Good Reason” if the Executive terminates this Agreement for any reason other than Good Reason or due to the Executive’s death or Retirement.

          5.7. Retirement. The Executive may terminate this Agreement upon Retirement, upon written notice to the Company delivered in accordance with Sections 5.8 and 11.1. For purposes of this Agreement, “Retirement” means the Executive’s bona fide retirement from the Company.

          5.8. Notice of Termination. Any termination of this Agreement by the Company for Cause, Without Cause or as a result of the Executive’s Disability, or by the Executive for Good Reason or Without Good Reason or upon Retirement shall be communicated by a Notice of Termination to the other party. A “Notice of Termination” means a written notice which (a) indicates the specific termination provision in this Agreement relied upon and (b) if the termination is by the Company for Cause or by the Executive for Good Reason, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. The Notice of Termination must specify the Date of Termination. In the case of a termination by the Company for Cause or due to the Executive’s Disability or by the Executive for Good Reason or due to Retirement, the Date of Termination may be as early as the date notice is given but no later than thirty (30) calendar days after notice is given, unless otherwise agreed to in writing by both parties. In the case of a termination by the Company Without Cause or by the Executive Without Good Reason, the Date of Termination may be as early as fourteen (14) calendar days after notice is given but no later than sixty (60) calendar days after notice is given, unless otherwise agreed to by the parties in writing. The Notice of Termination shall also conform with the provisions of Section 11.1.

     6.  Obligations of Company Upon Termination .

          6.1. Cause, Without Good Reason. If this Agreement is terminated either by the Company for Cause or by the Executive Without Good Reason, the Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the aggregate of (a) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) owing as of the Date of Termination and (b) any accrued but unpaid Vacation Time as of the Date of Termination. The Company also shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment had not terminated.

          All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that the Executive’s rights under any Compensation Plan or Welfare Plan shall be governed by the terms and provisions of each such plan and are not necessarily severed on the Date of Termination.

          6.2. Death or Disability. If this Agreement is terminated as a result of the Executive’s death or Disability:

               (a) The Company shall pay to the Executive (or to his estate, in the event the Executive is deceased) the following amounts:

               (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination; and

               (2) an amount equal to two (2) times the sum of the Executive’s Base Salary (as in effect on the Date of Termination) plus the Executive’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs. If the termination is due to death, this amount will be paid in substantially equal hi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the two (2) year anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company shall, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.

               (b) The Company shall, promptly upon submission by the Executive (or his estate) of supporting documentation, pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment had not terminated.

               (c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, at least equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated, if such coverage continues to be available to the Company, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination. Notwithstanding the foregoing, the medical, dental, and/or vision coverage provided under this Section 6.2(c) shall cease immediately if the Executive violates any of his Continuing Obligations.

               (d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such Disability would (except for the provisions of this Agreement) entitle the Executive to Disability income or salary continuation payments from the Company according to the terms of any plan or program presently

maintained or hereafter established by the Company, the Disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.

               (e) The Executive (or the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and employed by the Company, for a period of three (3) years following the Date of Termination (or, if interests awarded to the Executive under the Company’s stock plans, as if the Executive were still less, for the remainder of the stated terms of the rights or interests). ALTERNATIVE 1. Notwithstanding the foregoing, with respect to any stock options that were both granted prior to January 1, 2004 and not vested as of December 31, 2004, the extension of the vesting and exercise periods for such options, pursuant to this paragraph, shall be limited to (i.e., shall not extend beyond) the later of (1) the fifteenth (15 ^th ) day of the third (3” ¹ ) calendar month following the date on which such options would have otherwise expired based on the terms of such options as of their original date of grant, or (2) December 31 of the calendar year in which such options would have otherwise expired based on the terms of such options as of their original date of grant. ALTERNATIVE 2: Notwithstanding the forgoing, with respect to any stock options that were both granted prior to January 1, 2004 and not vested as of December 31, 2004, nothing contained in this paragraph shall permit the exercise of such options on a date (or dates) other than that (or those) specifically set forth in the amended option agreement governing such options.

[NOTE: OPTIONS THAT WERE NOT VESTED AS OF 12/31/04 ARE NOT GRANDFATHERED AND THEREFORE MUST EITHER QUALIFY FOR EXEMPTION FROM CODE SECTION 409A (ALTERNATIVE 1 ABOVE) OR COMPLY WITH CODE SECTION 409A (ALTERNATIVE 2 ABOVE). ALTERNATIVE 1 LIMITS THE POST-TERMINATION EXERCISE PERIOD FOR NON-GRANDFATHERED OPTIONS THAT DO NOT CURRENTLY MEET THE EXEMPTION (I.E., OPTIONS GRANTED PRIOR TO 1/1/04 BUT NOT VESTED AS OF 12/31/04) TO FIT WITHIN THE CODE SECTION 409A EXEMPTION. THUS, ALTERNATIVE 1 WOULD LIMIT THE PERIOD OF TIME, POST-TERMINATION, THAT THE EXECUTIVE CAN EXERCISE, BUT WOULD RETAIN THE FLEXIBILITY TO EXERCISE AT ANY TIME DURING EMPLOYMENT AND DURING THE LIMITED POST-EXERCISE PERIOD. ALTERNATIVE 2 PROVIDES THAT THIS PROVISION WILL NOT AFFECT THE EXERCISE DATE, WHICH WILL BE SET FORTH IN AN AMENDMENT TO THE OPTION AGREEMENT. UNDER ALTERNATIVE 2, IN COMPLIANCE WITH CODE SECTION 409A, THE AMENDMENT TO THE OPTION AGREEMENT WOULD SET A FIXED DATE ON WHICH THE OPTION MUST BE EXERCISED. THE EXECUTIVE WOULD NOT HAVE THE FLEXIBILITY TO DECIDE WHETHER TO EXERCISE ON A DIFFERENT DATE.]

               (f) The Executive (or the Executive’s estate, as the case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case, of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).

               (g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are not necessarily severed on the Date of Termination.

          6.3. Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):

               (a) The Company shall pay to the Executive the following amounts:

               (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination; and

               (2) an amount equal to three (3) times the sum of the Executive’s Base Salary (as in effect on the Date of Termination) plus the Executive’s Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the three (3) year anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, and further provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations.

               (b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment had not terminated.

               (c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.