Exhibit 10.45
GLOBAL — DIRECTORS
AMENDMENT
TO
CERTAIN ALLIED WASTE INDUSTRIES, INC.
EQUITY AWARD AGREEMENTS
THIS AMENDMENT
(the “ Amendment ”) is made by and between
Allied Waste Industries, Inc., a Delaware corporation (the “
Company ”) and the individual specified below (the
“ Grantee ”), to those certain Allied Waste
Industries, Inc. equity award agreements held by Grantee and set
forth and described on Exhibit A attached hereto and
incorporated herein (collectively referred to herein as the “
Agreements ”).
WHEREAS ,
the Company and the Grantee previously entered into the Agreements
set forth on Exhibit A attached hereto;
WHEREAS ,
the equity awards underlying the Agreements were issued pursuant to
and under either the Allied Waste Industries, Inc. 1994
Non-Employee Directors Stock Option Plan, as amended from time to
time (the “ 1994 Plan ”) or the Allied Waste
Industries, Inc. 2005 Non-Employee Director Equity Compensation
Plan, as amended from time to time (the “ 2005 Plan
”);
WHEREAS ,
outstanding awards under the 1994 Plan and the 2005 Plan are
governed under the terms of the 2005 Plan;
WHEREAS ,
on June 22, 2008, the Company entered into an Agreement and
Plan of Merger (the “ Merger Agreement ”) with
and among Republic Services, Inc., a Delaware corporation (“
Republic ”), and RS Merger Wedge, Inc., a Delaware
corporation and wholly owned subsidiary of Republic (the “
Merger Sub ”), pursuant to which Merger Sub will merge
with and into the Company (the “ Merger ”) and,
as a result, the Company will become a wholly owned subsidiary of
Republic as of the Effective Time (as defined in the Merger
Agreement);
WHEREAS ,
in anticipation of the Merger, and in accordance with the terms and
provisions of the Merger Agreement and the 2005 Plan, the Company
and the Grantee now wish to amend the Agreements to reflect the
changes that are required to be made as a result of such Merger;
and
WHEREAS ,
the Company and the Grantee wish to amend the Agreements for
purposes of Section 409A of the Internal Revenue Code to
provide that the Agreements shall be interpreted in a manner
consistent with the awards satisfying the requirements of
Section 409A.
NOW,
THEREFORE , except as otherwise specifically provided,
effective as of the Effective Time of the Merger, the Agreements
shall be amended as follows:
1.
Definitions . With respect to certain definitions contained
in the Agreements, the following shall apply: (a) any
references to “Company” and/or “Allied Waste
Industries, Inc.” shall be to Republic Services, Inc.,
(b) any references to the “Board” or “Board
of Directors”
