<PAGE>
EXHIBIT 10.71
ALLIED WASTE INDUSTRIES, INC.
2005 EXECUTIVE DEFERRED COMPENSATION PLAN
EFFECTIVE DECEMBER 1, 2004
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S>
<C>
ARTICLE I PURPOSE; EFFECTIVE
DATE..............................................1
1.1
PURPOSE............................................................1
1.2 EFFECTIVE
DATE.....................................................1
ARTICLE II
DEFINITIONS.........................................................1
2.1
ACCOUNT............................................................1
2.2 ADJUSTMENT
RATE....................................................1
2.3 BASE
SALARY........................................................1
2.4
BENEFICIARY........................................................2
2.5
BOARD..............................................................2
2.6
BONUS..............................................................2
2.7
CODE...............................................................2
2.8
COMMITTEE..........................................................2
2.9
COMPANY............................................................2
2.10
COMPENSATION.......................................................2
2.11 DEFERRED STOCK
UNITS...............................................2
2.12 DEFERRAL
COMMITMENT................................................3
2.13 DEFERRAL
PERIOD....................................................3
2.14 DISCRETIONARY
CONTRIBUTION.........................................3
2.15
EMPLOYER...........................................................3
2.16 LTIP
AWARD.........................................................3
2.17
PARTICIPANT........................................................3
2.18 PARTICIPATION
AGREEMENT............................................3
2.19
PLAN...............................................................3
2.20 PLAN
YEAR..........................................................3
2.21 RESTRICTED STOCK
UNITS.............................................4
2.22 UNFORESEEABLE
EMERGENCY............................................4
2.23 VALUATION
DATE.....................................................4
2.24 VALUATION
PERIOD...................................................4
ARTICLE III PARTICIPATION AND DEFERRAL
COMMITMENTS.............................4
3.1
ELIGIBILITY AND
PARTICIPATION......................................4
3.2 FORM OF
DEFERRAL...................................................5
3.3
LIMITATIONS ON DEFERRAL
COMMITMENTS................................6
3.4
MODIFICATION OF DEFERRAL
COMMITMENT................................7
3.5 CHANGE IN
EMPLOYMENT STATUS........................................7
ARTICLE IV DEFERRED COMPENSATION
ACCOUNT.......................................8
4.1
ACCOUNT............................................................8
4.2 TIMING OF
CREDITS: WITHHOLDING.....................................8
4.3
DISCRETIONARY
CONTRIBUTIONS........................................8
4.4
DETERMINATION OF
ACCOUNT...........................................8
4.5 VESTING OF
ACCOUNT.................................................9
4.6 STATEMENT
OF ACCOUNT...............................................9
ARTICLE V ADJUSTMENT
RATE......................................................9
5.1 SELECTION
OF ADJUSTMENT RATE.......................................9
5.2 RATE OF
RETURN....................................................10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE
<S>
<C>
5.3 RATE FOR
DEFERRED STOCK UNITS.....................................10
ARTICLE VI
DISTRIBUTIONS......................................................11
6.1 TIMING OF
DISTRIBUTIONS...........................................11
6.2 SCHEDULED
DISTRIBUTIONS...........................................11
6.3
DISTRIBUTIONS FOR UNFORESEEABLE
EMERGENCIES.......................13
6.4
DISTRIBUTIONS AT
TERMINATION......................................13
6.5 DEATH
BENEFITS....................................................13
6.6
WITHHOLDING FOR
TAXES.............................................14
6.7 VALUATION
AND SETTLEMENT..........................................14
6.8 PAYMENT TO
GUARDIAN...............................................14
6.9 RECEIPT ON
RELEASE................................................14
6.10 INABILITY TO
LOCATE PARTICIPANT OR BENEFICIARY....................15
ARTICLE VII BENEFICIARY
DESIGNATION...........................................15
7.1
BENEFICIARY
DESIGNATION...........................................15
7.2 CHANGING
BENEFICIARY..............................................15
7.3 COMMUNITY
PROPERTY................................................15
7.4 NO
BENEFICIARY
DESIGNATION........................................16
ARTICLE VIII
ADMINISTRATION...................................................17
8.1 COMMITTEE;
DUTIES.................................................17
8.2
AGENTS............................................................17
8.3 BINDING EFFECT
OF DECISIONS.......................................17
8.4 INDEMNITY
OF COMMITTEE............................................17
8.5
COMPENSATION AND
EXPENSES.........................................18
ARTICLE IX CLAIMS
PROCEDURE...................................................18
9.1
CLAIM.............................................................18
9.2 REVIEW OF
CLAIM...................................................18
9.3 NOTICE OF
DENIAL OF CLAIM.........................................18
9.4
RECONSIDERATION OF DENIED
CLAIM...................................19
9.5 EMPLOYER
TO SUPPLY INFORMATION....................................20
ARTICLE X AMENDMENT AND TERMINATION OF
PLAN...................................20
10.1
AMENDMENT.........................................................20
10.2 EMPLOYER'S RIGHT
TO TERMINATE.....................................21
ARTICLE XI
MISCELLANEOUS......................................................21
11.1 UNFUNDED
PLAN.....................................................21
11.2 COMPANY
OBLIGATIONS...............................................21
11.3 UNSECURED
GENERAL CREDITOR........................................22
11.4 TRUST
FUND........................................................22
11.5
NONASSIGNABILITY..................................................22
11.6 NOT A CONTRACT
OF EMPLOYMENT......................................22
11.7 PROTECTIVE
PROVISIONS.............................................23
11.8 GOVERNING
LAW.....................................................23
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE
<S>
<C>
11.9
VALIDITY..........................................................23
11.10
NOTICE............................................................23
11.11
SUCCESSORS........................................................23
</TABLE>
<PAGE>
ALLIED WASTE INDUSTRIES, INC.
2005 EXECUTIVE DEFERRED COMPENSATION PLAN
THIS PLAN
is established by ALLIED WASTE INDUSTRIES, INC., a Delaware
corporation ("Company").
ARTICLE I
PURPOSE; EFFECTIVE DATE
1.1
PURPOSE. The
purpose of this 2005 Executive Deferred
Compensation Plan is to provide a tax
deferred capital accumulation opportunity
to certain executives through deferrals of
salary, bonus awards, certain
long-term incentive awards, and restricted
stock units. It is intended that the
Plan also will provide the Company with a
method of rewarding and retaining
certain executives.
1.2
EFFECTIVE DATE.
The effective date of this Plan is December 1, 2004.
ARTICLE II
DEFINITIONS
For the
purposes of this Plan, the following terms shall have the
meanings
indicated, unless the context clearly
indicates otherwise:
2.1
ACCOUNT.
"Account" means the bookkeeping account maintained by the
Committee for each Participant.
2.2
ADJUSTMENT RATE.
"Adjustment Rate" means the rate of return on the
Participant's Account (or subaccounts
thereunder) during a Valuation Period, as
determined pursuant to Article V below.
2.3
BASE SALARY.
"Base Salary" means a Participant's annual base salary,
excluding bonuses, incentives, and other
extraordinary remuneration for services
rendered to the Company, but
<PAGE>
including any contributions made by a
Participant to a plan established pursuant
to Code Section 125 or qualified pursuant
to Code Section 401(k).
2.4
BENEFICIARY.
"Beneficiary" means the person(s) or entity(ies)
entitled under Article VII to receive any
death benefits payable after a
Participant's death.
2.5
BOARD. "Board"
means the Board of Directors of the Company.
2.6
BONUS.
"Bonus(es) " means such additional amounts of income, over
and above the Participant's Base Salary, as
the Company may pay the Participant,
including incentive compensation.
2.7
CODE. "Code"
means the Internal Revenue Code of 1986, as thereafter
amended.
2.8
COMMITTEE.
"Committee" means a committee consisting of the Company's
Chief Financial Officer and General
Counsel.
2.9
COMPANY.
"Company" means Allied Waste Industries, Inc., a Delaware
corporation. The term "Company" also shall
include any entity or sole proprietor
that adopts this Plan with the express
written consent of Allied Waste
Industries, Inc.
2.10
COMPENSATION.
"Compensation" means Base Salary and Bonuses payable
to an employee-Participant during the
calendar year, before reduction for
amounts deferred under this Plan or any
other salary reduction program.
"Compensation" also includes any LTIP Award
and/or RSUs that would be paid to
the employee-Participant but for a deferral
election made under this Plan.
Compensation does not include expense
reimbursements, any form of noncash
compensation, or benefits.
2.11
DEFERRED STOCK UNITS
"Deferred Stock Units" mean Restricted Stock
Units which are vested under the terms of
the Allied Waste Industries, Inc. 1991
Incentive Stock Plan ("91 Stock Plan") and
have been deferred under this Plan
pursuant to Article III.
<PAGE>
2.12
DEFERRAL COMMITMENT.
"Deferral Commitment" means a commitment made
by a Participant to defer Compensation
pursuant to Article III.
2.13
DEFERRAL PERIOD.
"Deferral Period" means each calendar year,
beginning with the 2005 calendar year.
2.14
DISCRETIONARY
CONTRIBUTION. "Discretionary Contribution" means the
Employer contribution credited to a
Participant's Account under Section 4.3.
2.15
EMPLOYER. "Employer"
means the Company.
2.16
LTIP AWARD. "LTIP
Award" means an amount awarded to a Participant
under the Allied Waste Industries, Inc.
Long-Term Incentive Plan ("LTIP"), which
would otherwise be payable to the
Participant but for an election to defer the
LTIP Award under this Plan.
2.17
PARTICIPANT.
"Participant" means any eligible individual who becomes
a Participant in accordance with Section
3.1.
2.18
PARTICIPATION
AGREEMENT. "Participation Agreement" (also called a
"Deferral Election Form") means the
agreement submitted by a Participant prior
to the beginning of a Deferral Period, with
respect to a Deferral Commitment
made for such Deferral Period. "Participant
Agreement" also includes an
agreement submitted by a Participant with
respect to a deferral of an LTIP Award
and/or RSUs in accordance with Sections
3.2(c) and (d).
2.19
PLAN. "Plan" means
this 2005 Executive Deferred Compensation Plan as
amended from time to time.
2.20 PLAN YEAR. "Plan Year" means
the calendar year; provided that there
shall be an initial short Plan Year of
December 1, 2004 through December 31,
2004.
<PAGE>
2.21
RESTRICTED STOCK UNITS. "Restricted Stock Units" or "RSUs" mean
units
of restricted stock granted to a
Participant under the 91 Stock Plan, which
would otherwise be payable to the
Participant but for an election to defer the
RSUs under this Plan.
2.22
UNFORESEEABLE
EMERGENCY. "Unforeseeable Emergency" means a severe
financial hardship to the Participant
resulting from a sudden and unexpected
illness or accident of the Participant, the
Participant's spouse, or a dependent
of the Participant (as defined in Code
Section 152(a)), loss of the
Participant's property due to casualty, or
other similar extraordinary and
unforeseeable circumstances arising as a
result of events beyond the control of
the Participant.
2.23
VALUATION DATE.
"Valuation Date" means the last day of the Plan Year
or such other, more frequent, dates as
determined by the Committee.
2.24
VALUATION PERIOD.
"Valuation Period" means the period beginning on
the day after each Valuation Date and
ending on the immediately following
Valuation Date.
ARTICLE III
PARTICIPATION AND DEFERRAL COMMITMENTS
3.1
ELIGIBILITY AND
PARTICIPATION.
(a) Eligibility.
Eligibility to participate in the Plan shall be
limited to the Company's corporate officers
who earn an annual Base Salary of at
least $130,000, or who satisfy such other
criteria as may be established by the
Chief Executive Officer of the Company, and
who are designated from time to time
by the Chief Executive Officer.
(b)
Participation. An eligible individual may elect to participate
in the Plan with respect to any Deferral
Period by submitting a Participation
Agreement to the Committee by the fifteenth
(15th) day of the month immediately
preceding the beginning of the Deferral
Period.
<PAGE>
Notwithstanding the foregoing,
participation with respect to deferral elections
for an LTIP Award or RSUs is permitted as
provided in Sections 3.2(c) and (d).
(c) Partial-Year
Participation. If an individual first becomes
eligible to participate during a Deferral
Period, the eligible individual may
elect to participate in the Plan by
submitting a Participation Agreement to the
Committee within thirty (30) days after the
individual is designated as eligible
to participate, and participation will
begin as of the first paycycle beginning
in the month following the submission of
the Participation Agreement to the
Committee.
3.2
FORM OF
DEFERRAL. A Participant may elect Deferral Commitments in
the Participation Agreement as follows:
(a) Salary
Deferral Commitment. A salary Deferral Commitment shall
be related to the Base Salary earned by and
payable to a Participant during the
Deferral Period. The amount to be deferred
shall be stated either as a
percentage or a flat dollar amount.
(b) Bonus
Deferral Commitment. A bonus Deferral Commitment shall
be related to the Bonus earned by and
payable to the Participant for the
Deferral Period. Bonuses are deemed earned
at such time as the Company
communicates its determination of Bonuses
to the affected Participant. The
amount to be deferred may be stated either
as a percentage or a flat dollar
amount. A bonus Deferral Commitment shall
only be valid for one Deferral Period.
(c) LTIP Award
Deferral Commitment. If permitted by the Committee
for the LTIP, a Participant may elect to
defer his or her LTIP Award for a
Performance Cycle (as defined in the LTIP).
Such election will be applicable for
that LTIP Award only and must be made at
least one year prior to the close of
the relevant Performance Cycle. The amount
to be deferred may be stated either
as a percentage or a flat dollar amount. If
a Participant elects to defer his or
her LTIP Award for a Performance Cycle, all
of the Participant's rights to his
or her LTIP Award will be deemed to
<PAGE>
have been transferred to this Plan,
effective as of the date the LTIP Award
would have otherwise been payable to the
Participant from the LTIP, but for the
Participant's deferral election.
(d) RSU Deferral
Commitment. A Participant may elect to defer his
or her RSUs. Such election will be
applicable only for the RSUs identified in
the Deferral Election Form and must be made
at least one year prior to vesting
date (or, if later, within the later of 30
days of the grant date or 30 days of
the date of the award agreement) of such
RSUs. The amount to be deferred may be
stated either as a percentage or a
specified amount. If a Participant elects to
defer his or her RSUs, all of the
Participant's rights to his or her RSUs will
be deemed to have been transferred to this
Plan, effective as of the date the
RSUs would have otherwise been paid out
under the terms of the 91 Stock Plan
(but for the Participant's deferral
election).
3.3
LIMITATIONS ON
DEFERRAL COMMITMENTS. The following limitations shall
apply to Deferral Commitments:
(a) Minimum. The
minimum deferral amount shall be five thousand
dollars ($5,000) for each Deferral Period.
The minimum deferral amount can be
satisfied from either the Participant's
Base Salary, Bonus and/or LTIP Award.
The minimum deferral amount does not apply
to RSU deferrals.
(b) Maximum. The
maximum deferral amount shall be one hundred
percent (100%) of the Participant's Base
Salary (pro-rated based on the number
of months remaining in the Deferral Period
if the Participant begins
participating after the beginning of the
Deferral Period), one hundred percent
(100%) of the Participant's Bonus, one
hundred percent (100%) of the
Participant's LTIP Award; and/or one
hundred percent (100%) of the Participant's
RSUs; provided, however, that no Deferral
Commitment shall reduce a
Participant's total Compensation below the
amount necessary to satisfy the
following obligations: (1) applicable
employment taxes on amounts
<PAGE>
deferred; (2) withholding requirements for
other employee benefit plan elections
made by the Participant and/or required by
the Company; and (3) all applicable
tax withholding for Compensation that
cannot be deferred.
(c) Changes in
Minimum or Maximum. The Committee may change the
minimum or maximum deferral amounts from
time to time by giving written notice
to all Participants. No such change may
affect a Deferral Commitment for a
Deferral Period, which is made prior to the
Committee's action.
3.4
MODIFICATION OF
DEFERRAL COMMITMENT. Generally, a Deferral
Commitment made for a Deferral Period is
irrevocable once the Deferral Period
for which the Deferral Commitment was made
commences. However, with the consent
of the Committee, a Participant may elect
to suspend his Deferral Commitment
once during a Deferral Period with respect
to Base Salary and/or Bonuses that
have not been paid, by giving the Committee
20-days prior written notice of the
Participant's election to suspend his
Deferral Commitment. Absent the
Committee's consent, no such suspensions
shall be permitted.
3.5
CHANGE IN
EMPLOYMENT STATUS. If the Chief Executive Officer of the
Company determines that a Participant's
performance is no longer at a level that
deserves to be rewarded through
participation in the Plan, or that the
Participant otherwise no longer satisfies
the eligibility criteria of Section
3.1, but the Participant's employment with
Employer is not terminated, the
Participant's existing Deferral Commitment
shall terminate at the end of the
Deferral Period and no new Deferral
Commitment may be made by such Participant
after notice of such determination is
given. Also, notwithstanding any provision
to the contrary, if it is determined or
reasonably believed, based on a judicial
or administrative determination or an
opinion of the Company's legal counsel
that a Participant is not a "management" or
"highly compensated" employee within
the meaning of
<PAGE>
Sections 201, 301, and 401 of the Employee
Retirement Income Security Act of
1974, as amended ("ERISA"), such individual
shall cease to be a Participant and
his Account shall be paid to him in a lump
sum as soon as practicable after the
adverse determination is made.
ARTICLE IV
DEFERRED COMPENSATION ACCOUNT
4.1
ACCOUNT. The
Committee shall establish and maintain an Account for
each Participant under the Plan. Separate
subaccounts may be maintained to
reflect different forms of distribution and
payment elected by the Participant
and/o
