AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.3

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     This Employment Agreement (this “Agreement”), dated as of January 5, 2007, is entered into between WCA Management Company, L.P. (the “Company”), WCA Waste Corporation (the “Guarantor”) and Jerome Kruszka (the “Executive”), and is effective as of January 1, 2007 (the “Effective Date”).

RECITALS

     A. The Company has previously determined that it is in the best interest of the Company and its equity holders to retain the Executive and to induce the continued employment of the Executive for the long term benefit of the Company.

     B The Company desires to continue the employment of the Executive on the terms set forth below to provide services to the Company and its affiliates, and the Executive is willing to continue such employment and to continue to provide such services on the terms set forth in this Agreement.

     C. The Guarantor has determined that it is in the best interests of the Guarantor to facilitate such retention and continued employment of the Executive by the Company by guaranteeing the Company’s obligations under this Agreement.

     D. The Company, the Guarantor and the Executive entered into that certain employment agreement, effective January 1, 2005 (the “Prior Agreement”), which Prior Agreement is automatically extended as therein provided unless proper notice of termination is given under the Prior Agreement.

     E. The Company, the Guarantor and the Executive deem it to their mutual best interests to amend and restate the Prior Agreement as hereinafter set forth in order to help ensure compliance with any applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and regulations or other regulatory guidance issued thereunder and to update provisions of the Prior Agreement that relate to annual and long-term incentives.

     F. The parties retained the right in Section 17 of the Prior Agreement to modify the Agreement by a subsequent written agreement executed by all of the parties thereto.

     G. In consideration of the foregoing and the mutual terms, conditions, and covenants set forth herein, and for other good and valuable consideration, the parties hereto do hereby agree that the Prior Agreement is hereby amended and restated as follows.

AGREEMENT

     1. Term of Employment. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to remain in the employ of the Company, for a three-year period commencing on the Effective Date of this Agreement and continuing until the day before the third anniversary of the Effective Date, plus any extensions made in accordance with the provisions of this Section 1 (the “Term”). On the first day of each month occurring after the Effective Date, the initial Term (and any extended Term) shall automatically be extended for an additional calendar month unless prior to any such first day of the affected calendar month, the Company or Executive shall have given notice not to extend the Term. The Company and Executive agree that any such notice by the Company shall constitute “Good Reason” as defined in Section 2(d) for Executive to terminate Executive’s employment. This Agreement shall terminate on the earlier of (a) the last day of the Term or (b) such earlier date as this Agreement is terminated pursuant to Section 2. Nothing in this Section 1 shall limit the right of the Company or Executive to terminate Executive’s employment hereunder subject to the terms and conditions of Sections 7, 10 and 11 and other applicable provisions of this Agreement.

     2. Termination of Employment. Executive’s employment with the Company shall terminate upon the earliest of:

     (a) the death of the Executive;

     (b) at any time after Executive has been receiving full or partial salary payments under the Company’s disability plans for a period of 18 consecutive months by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 consecutive months, either the Company or Executive sending the other party written notice that Executive is “permanently disabled” as defined above in this Section 2(b); provided, however, that during any period prior to such termination of this Agreement in which Executive is receiving full or partial salary payments under the Company’s disability insurance policies, the obligation of the Company to pay Executive salary pursuant to Section 4 shall cease;

     (c) the Company’s sending Executive written notice that Executive’s employment is terminated for “cause” which term shall mean (i) the willful material breach by Executive of this Agreement, (other than any breach resulting from Executive’s incapacity due to physical or mental illness), which breach continues for thirty (30) days after actual receipt of written notice from the Company and which results in, or is reasonably likely to result in, demonstrable material damage to the Company, (ii) Executive’s conviction of or plea of guilty to a felony or Executive’s conviction of a crime involving moral turpitude, (iii) Executive’s engagement in the fraud of the Company or the misappropriation or embezzlement of funds from the Company, (iv) or Executive’s reckless disregard or willful misconduct which misconduct, if ongoing, (as distinguished from an isolated incident), continues for thirty (30) days after actual receipt of written notice from the Company and which results in, or is reasonably likely to result in, demonstrable and material damage to the Company;

     (d) the Executive’s sending the Company written notice that Executive’s employment is terminated for “Good Reason” which term shall mean the occurrence (without the Executive’s

express written consent) of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described below, such act or failure to act is corrected within thirty (30) days after actual receipt of written notice from Executive: (i) the Company’s breach of a material term or condition of the Agreement; (ii) except for any changes required by applicable law, the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the date hereof which is material to the Executive’s total compensation, including but not limited to the Company’s annual incentive plan, long-term incentive plan, supplemental executive retirement plan and equity incentive plan, as applicable, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan; (iii) the Company’s asking or requiring the Executive to take (or not to take) any action which the Executive in good faith reasonably believes could be materially misleading to the Company’s employees, investors, accountants or attorneys and/or any regulatory authority; or (iv) notice by the Company to the Executive under Section 1 that the Term will not be extended; provided, however, that the Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. Notwithstanding any other provision of this Section 2(d) to the contrary, within ninety (90) days (or such other period as the parties may agree to in writing) following any date on which an act by the Company or failure to act by the Company gives rise to the right of Executive to terminate employment by the Company for Good Reason, Executive shall provide the Company written notice that Executive’s employment is terminated, and any failure to comply with the requirements of this sentence shall be conclusively deemed to be a waiver by Executive of the right to terminate his employment hereunder for Good Reason that is based on that act or failure to act by the Company.

     3. Position and Duties.

     (a) The Executive’s positions shall be those of President and Chief Operating Officer, and in such capacity Executive shall perform the customary duties and responsibilities of the positions, and such other services and duties as shall be assigned to him by the executive management of the Company in accordance with Company policy. Subject to the Company’s actual receipt of prior written consent of Executive, these positions, duties, and responsibilities can be modified as required to suit the specific requirements and needs of the Company, provided that any such modification shall result in substantially similar, comparable or higher positions, duties and responsibilities. Similarly, subject to the Company’s actual receipt of prior written consent of Executive, the Company may assign Executive part time or full time to a subsidiary in which case the subsidiary shall be jointly and severally responsible as, and shall be treated as, the Company under this Agreement for the period of time the Executive performs services for the subsidiary. Executive’s place of employment will be located within the greater Houston, Texas metropolitan area, but Executive will undertake appropriate business travel as required by the Company.

     (b) Executive agrees to conduct all business in accordance with the Company’s general policies/directives as they may exist at any given time. Executive shall comply materially with all applicable laws and regulations of the countries in which the Company and its affiliates operate.

     (c) Executive agrees to devote his full time, attention, and efforts during regular business hours, and at all such other times as may be requested by the Company, consistent with industry practices, to the business affairs of the Company during the Term of this Agreement and to perform his duties faithfully and diligently to discharge the responsibilities assigned to the Executive hereunder. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in passive personal investments and other business, civic or charitable activities that do not conflict with the business and affairs of the Company or interfere with Executive’s performance of his duties hereunder.

     4. Salary. Except if Executive’s employment is terminated pursuant to Section 2(a), (b), (c) or (d) (in which case Section 7(a) applies) and except as otherwise provided in Section 2(b), during the Term, the Company shall pay Executive a base salary of $385,785 per year, payable bi-monthly (“Base Salary”). The Base Salary will be increased each year on the anniversary of the Effective Date of the Employment Agreement by not less than the increase during the immediately preceding year in the Consumer Price Index for the Houston Standard Metropolitan Statistical Area.

     5. Annual/Long-Term Incentives. During the Term, Executive shall participate in the Guarantor’s annual incentive plan (i.e., the Management Incentive Plan or any successor thereto) and shall have the opportunity to earn an annual bonus for the applicable measurement period of up to two hundred percent (200%) of Executive’s Base Salary based on performance measures and annual incentive plan goals as shall be established by the Compensation Committee pursuant to the terms of such plan. Also, during the Term, as soon as practicable on or following the Effective Date and the first day of each subsequent calendar year, Executive shall receive grants of restricted stock under the 2004 WCA Waste Corporation Incentive Plan (or any successor thereto) in an amount equal to the result obtained by dividing one hundred percent (100%) of Executive’s Base Salary for the relevant year by the greater of nine dollars and fifty cents ($9.50) a share or the average of the closing bid and ask prices of one share of common stock of the Guarantor on the NASDAQ Market for the last ten (10) trading days of the calendar year that ends immediately prior to the calendar year for which the grant is made. Such restricted stock shall vest one-third annually on each of the three (3) anniversaries of the date of grant of the restricted stock unless other vesting provisions are prescribed by the Compensation Committee of the Board of Directors of the Guarantor.

     6. Benefits. Except if Executive’s employment is terminated pursuant to Section 2(a), (b), (c) or (d) (in which case Section 7(a) applies), during the Term, Executive and, to the extent applicable, Executive’s family, dependents and beneficiaries, may participate in the benefit or similar plans, policies or programs (including, without limitation, the Company’s business and entertainment expense reimbursement policies, car allowance policies, 401(k) plans, disability plans, pension plans, health insurance plans and director and officer liability insurance policies) provided to similarly-situated Executives under the Company’s standard employment practices as in effect from time to time. Nothing herein shall be construed to require the Company to continue or put into effect any plan, practice, policy, or program or any element thereof. In addition, during the Term, Executive shall be entitled to three (3) weeks of paid vacation days annually pursuant to applicable policies and procedures of the Company as in effect from time to time.

     7. Effects of Termination of Employment.

     (a) Subject to the provisions of this Section 7, upon termination of Executive’s employment with the Company for any reason whatsoever, the Company shall pay to Executive (or in case of Executive’s death, to his estate), within thirty (30) days of the effective date of such termination, all salary and expense reimbursements due to Executive through the date of such termination, and Executive shall be entitled to such benefits as are available pursuant to the terms of any benefit or similar plans, policies or programs in which Executive was participating at the time of such termination pursuant to Section 6 of this Agreement. In addition, upon termination of Executive’s employment with the Company for death or permanent disability, in lieu of any further salary or bonus payments as severance to Executive for periods subsequent to such termination and in lieu of any other severance otherwise payable to Executive, the Company will pay to Executive (or to his estate, as applicable), within thirty (30) days of such termination, a lump sum severance payment, in cash equal to the Executive’s Base Salary for the Remaining Term of the Agreement as in effect immediately prior to such termination of Executive’s employment. Also, if the Company terminates the Executive’s employment for any reason other than those set forth in Sections 2(a), (b) or (c), or if Executive terminates Executive’s Employment under Section 2(d), the Company shall continue throughout the full Term of this Agreement to pay Executive’s salary pursuant to Section 4, to continue coverage in any annual and long-term incentive plans pursuant to Section 5 and to provide Executive’s benefits pursuant to Section 6 (and, if the Company pays Executive’s salary and provides Executive’s benefits for the full Term of this Agreement, Executive shall be subject to the covenants contained in Section 9 through the full term of this Agreement). References in this Section 7(a) to termination of Executive’s employment shall mean termination of Executive’s employment with the Company and all entities required to be aggregated with the Company and treated as one employer under Section 414(b) or (c) of the Code (as defined in Section 10(a) hereof). Notwithstanding any provision of this Section 7 to the contrary, except for any payment due under the first sentence of Section 7(a), any payment otherwise due under Section 7(a) shall be subject to any applicable limitations set forth in Section 20 of this Agreement.

     (b) Notwithstanding any termination of this Agreement or Executive’s employment hereunder, this Section 7 and Sections 10 and 11 of this Agreement, and the rights and obligations created therein, shall survive without limitation.

     (c) Notwithstanding any provision of this Agreement, it is the intention of the parties hereto that there shall be no duplication of benefits if the circumstances of Executive’s termination of employment would otherwise entitle Executive to payments and benefits under this Section 7 and under Section 10. Accordingly, in the event of such a termination, if a particular type of benefit is payable under both Section 7 and Section 10, the Company shall in good faith compare the two benefits and Executive shall be paid the greater of the two benefits. Such payment shall be accepted by Executive in lieu of the lesser benefit otherwise provided under this Agreement.

     8. Tax Withholding. All payments to Executive under this Agreement shall be subject to withholding or deduction of such amounts as may be required by law.

     9. Noncompetition and Confidentiality.

     (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.

     (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company.

     (c) For the purposes of this Section 9, “Competing Business” shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof.

     (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals.

     (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant.

     (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

     10. Additional Consideration.

     (a) Change in Control. In the event of the occurrence of a “Change in Control” (defined below), and, within twenty-four (24) months following such Change in Control, Executive’s employment shall be involuntarily terminated for any reason other than for cause or Executive terminates Executive’s employment due to (i) suffering a significant reduction in reporting level (as determined by Executive in good faith), (ii) suffering a reduction in Base Salary and annual incentive compensation at target by ten percent (10%) or more or (iii) being required to relocate from the regular assigned work place by more than fifty (50) miles from Executive’s regular assigned work place, subject to any applicable limitation under Section 20, the Company shall pay to Executive, within thirty (30) days after such termination of employment following such Change in Control that gives rise to the payment due hereunder, a lump sum payment, in cash, equal to three (3) times the sum of (i) Executive’s annual Base Salary as in effect immediately prior to the Change in Control and (ii) Executive’s Average Annual Bonus (defined below). References in this Section 10(a) to termination of Executive’s employment shall mean termination of Executive’s employment with the Company and all entities required to be aggregated with the Company and treated as one employer under Section 414(b) or (c) of the Code (as defined below). “Change in Control” shall mean the occurrence during the Term of this Agreement, of an one of the following events:

     (i) An acquisition of any common stock (“Common Stock”), par value $.01 per share, of the Guarantor or other securities entitled to vote, or convertible into or exercisable for securities entitled to vote, in the election of directors (such Common Stock and other securities hereinafter being referred to as the “Voting Securities”) of the Guarantor by any Person (as specified in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and used in Sections 13(d) and 14(d) thereof), including for purposes of this Section the Guarantor or its Affiliates, immediately after which such Person has Beneficial Ownership (as defined below) of fifty percent (50%) or more of the combined voting power of the Guarantor’s then outstanding Voting Securities; provided, however, a Change in Control shall not be deemed to have occurred by reason of an acquisition of fifty percent (50%) or more of the

Guarantor’s Voting Securities by an employee benefit plan maintained by the Guarantor or any of its Affiliates or by a Person in a Non-Control Transaction (as defined below); or

     (ii) The individuals who, as of the date of this Agreement are members of the Board of Directors of the Guarantor (the “Incumbent Board”), cease for any reason to constitute at least two/thirds (2/3) of the members of the Board of Directors of the Guarantor; provided, however, that an individual will be treated as a member of the Incumbent Board if the members of the Board of Directors of the Guarantor prior to such individual’s nomination unanimously approve such individual’s nomination and election to the Board of Directors of the Guarantor and provided further that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened proxy contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Guarantor (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Proxy Contest; or

     (iii) The consummation of: