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Exhibit 10.1 FIRST AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
The Executive Employment Agreement by
and between Donald W. Slager ("Executive") and Allied Waste
Industries, Inc. dated as of March 2, 2007 (the "Agreement"),
as assumed by Republic Services, Inc. (the "Company") on
December 5, 2008, is hereby amended effective
December 31, 2008 as follows:
I. The provisions in
Sections 6.2(c), 6.3 (c), 6.4 (c) and 6.5
(c) regarding continued medical, dental and/or vision coverage
are revised so that such coverage will equal (rather than be at
least equal to) that which Executive would have been provided under
Section 4.7 of the Agreement if Executive’s employment
had not terminated until the earlier of the dates described in the
Agreement; provided that (A) the benefits provided during
Executive’s taxable year may not affect the benefits provided
to Executive in any other taxable year (except as permitted under
Section 409A of the Code and the Treasury Regulations thereunder
("Section 409A")), and (B) reimbursement of any eligible
expenses must be made on or before the last day of
Executive’s taxable year following the taxable year in which
the expense was incurred, and (C) the right to such continued
coverage is not subject to liquidation or exchange for another
benefit. II. The Company will
pay or reimburse Executive in a lump sum cash payment in accordance
with Sections 6.1, 6.2 (b), 6.3 (b), 6.4 (b) and 6.5 (b),
as applicable, within ninety (90) days after the Date of
Termination, provided that Executive (or his estate) provides
proper documentation of such costs and expenses within
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