REPUBLIC SERVICES, INC. DEFERRED COMPENSATION PLAN

Exhibit 10.16

REPUBLIC SERVICES, INC.

DEFERRED COMPENSATION PLAN

Effective January 1, 2005

TABLE OF CONTENTS

DEFERRED COMPENSATION PLAN

Effective January 1, 2005

Purpose

     The purpose of this Plan is to provide specified benefits to Directors and a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Republic Services, Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

     This Plan is intended to comply with all applicable law, including Code §409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention. Consistent with the foregoing, and in order to transition the Plan to the requirements of Code §409A and related Treasury guidance and Regulations, the Committee has made available, or will make available, to Participants certain transition relief described more fully in Appendix A of this Plan, as permitted by Code §409A and related Treasury guidance and Regulations.

ARTICLE I
DEFINITIONS

     For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

ARTICLE II
SELECTION, ENROLLMENT, ELIGIBILITY

Selection by Committee . Participation in the Plan shall be limited to Directors, Employees of an Employer at the level of Vice Presidents and above, Area Presidents, Employee Directors, General Managers and such others as may be included in a select group of management or highly compensated employees of an Employer, as may be selected by the Committee.

     2.1. Enrollment and Eligibility Requirements; Commencement of Participation .

          (a) As a condition to participation, each Director or selected Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, prior to the first day of such Plan Year, or such other earlier deadline as may be established by the Committee in its sole discretion. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

          (b) A Director or selected Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year must complete, execute and return to the Committee a Plan Agreement, an Election Form, and a Beneficiary Designation Form within thirty (30) days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Committee, in its sole discretion, in order to participate for that Plan Year. In such event, such person’s participation in this Plan shall not commence earlier than the date determined by the Committee pursuant to Section 2.2(c) and such person shall not be permitted to defer under this Plan any portion of his or her Base Salary, Bonus, LTIP Amounts, Commissions and/or Director Fees that are paid with respect to services performed prior to his or her participation commencement date, except to the extent permissible under Code §409A and related Treasury guidance or Regulations.

          (c) Each Director or selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines, in its sole discretion, that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period. Notwithstanding the foregoing, the Committee shall process such Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to and accepted by the Committee.

          (d) If a Director or an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year.

ARTICLE III
DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/
COMPANY RESTORATION MATCHING AMOUNTS/COMPANY ADDITIONAL MATCHING
AMOUNTS/VESTING/CREDITING/TAXES

     3.1. Minimum Deferrals .

          (a) Annual Deferral Amount . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees in the following minimum amounts for each deferral elected:

If the Committee determines, in its sole discretion, prior to the beginning of a Plan Year that a Participant has made an election for less than the stated minimum amounts, or if no election is made, the amount deferred shall be zero.

          (b) Short Plan Year . Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the minimum Annual Deferral Amount shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

     3.2. Maximum Deferral.

          (a) Annual Deferral Amount . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees up to the following maximum percentages for each deferral elected:

          (b) Short Plan Year . Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance, except to the extent permissible under Code §409A and related Treasury guidance or Regulations. For compensation that is earned based upon a specified performance period, the Participant’s deferral election will apply to the portion of such compensation that is equal to (i)

the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period.

     3.3. Election to Defer; Effect of Election Form .

          (a) First Plan Year . In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable election to defer Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

          (b) Subsequent Plan Years . A Participant’s election to defer Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts shall remain in effect for subsequent Plan Years, unless and until the Participant either timely files a new Election Form to notify the Committee of the change (including ceasing deferrals) in the election to defer Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts. All changes and elections shall be made by the Participant timely delivering a new Election Form, and any other forms as the Committee may deem necessary or desirable, to the Committee, in accordance with its rules and procedures, before the December 31st preceding the Plan Year in which such compensation is earned with respect to which the termination or modification applies, or before such other deadline established by the Committee in accordance with the requirements of Code §409A and related Treasury guidance or Regulations. For compensation which is earned over one or more consecutive fiscal years of an Employer that is not payable during the service period, the Committee may determine that a Participant may defer such compensation by making an election before the last day of the fiscal year preceding the first fiscal year in which the services are performed.

     Any deferral election(s) made in accordance with this Section 3.3(b) shall be irrevocable; provided, however, that if the Committee requires Participants to make a deferral election for “performance-based compensation” by the deadline(s) described above, it may, in its sole discretion, and in accordance with Code §409A and related Treasury guidance or Regulations, permit a Participant to subsequently change his or her deferral election for such compensation by submitting an Election Form to the Committee no later than the deadline established by the Committee pursuant to Section 3.3(c) below.

          (c) Performance-Based Compensation . Notwithstanding the foregoing, the Committee may, in its sole discretion, determine that an irrevocable deferral election pertaining to “performance-based compensation” based on services performed over a period of at least twelve (12) months, may be made by timely delivering an Election Form to the Committee, in accordance with its rules and procedures, no later than six (6) months before the end of the performance service period. “Performance-based compensation” shall be compensation, the payment or amount of which is contingent on pre-established organizational or individual performance criteria, which satisfies the requirements of Code §409A and related Treasury

guidance or Regulations. In order to be eligible to make a deferral election for performance-based compensation, a Participant must perform services continuously from a date no later than the date upon which the performance criteria for such compensation are established through the date upon which the Participant makes a deferral election for such compensation. In no event shall an election to defer performance-based compensation be permitted after such compensation has become both substantially certain to be paid and readily ascertainable and such election shall be void and not in effect with respect to compensation which is determined not to be “Performance-based compensation.”

          (d) Compensation Subject to Risk of Forfeiture . With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least twelve (12) months from the date the Participant obtains the legally binding right, the Committee may, in its sole discretion, determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse.

          (e) Contingent Deferral Election. A Participant may elect to not receive all or part of the restricted stock award and instead be credited with the equivalent value of the restricted stock in the Republic Services Stock Unit Fund. To be effective, such an election must be made either (i) prior to the first day of the Plan year in which the restricted stock award is granted, or (ii) within 30 days after the restricted stock award is granted, provided that the election is made at least 12 months in advance of the earliest date on which the restricted stock award could vest (other than by reason of the Participant’s death, Disability or Change in Control).

     3.4. Withholding and Crediting of Annual Deferral Amounts . For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus, Commissions, LTIP Amounts and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus, Commissions, LTIP Amounts or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.

     3.5. Company Contribution Amount .

          (a) For each Plan Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution Amount for that Plan Year. Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements.

          (b) For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Annual Account under this Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this Section 3.5(b), if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee, in its sole discretion.

     3.6. Company Restoration Matching Amount . A Participant’s Company Restoration Matching Amount for any Plan Year shall be an amount equal to the lesser of (i) two percent (2%) of the Participant’s Plan Compensation for such Plan Year in excess of the Code §401(a)(17) limits (which is $245,000 for 2009 and as adjusted thereafter), or (ii) fifty percent (50%) of the Participant’s Annual Deferral Amount for such year. The Participant’s Company Restoration Matching Amount, if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee, in it sole discretion. The Company Restoration Matching Amount shall be credited in Stock in the 2005 Plan Year and in cash in all future Plan Years.

     3.7. Company Additional Matching Amount.

     For Plan Years beginning on or after January 1, 2009, there will be no Company Additional Matching Amount.

     3.8. Crediting of Amounts after Benefit Distribution . Notwithstanding any provision in this Plan to the contrary, should the complete distribution (other than as a distribution pursuant to Section 4.4) of a Participant’s vested Account Balance (as determined pursuant to Section 3.9) occur prior to the date on which any portion of (i) the Annual Deferral Amount that a Participant has elected to defer in accordance with Section 3.3, (ii) the Company Contribution Amount, (iii) the Company Restoration Matching Amount, or (iv) the Company Additional Matching Amount, would otherwise be credited to the Participant’s Account Balance, such amounts shall be credited to the Participant’s Account Balance and distributed in accordance with the form and time of distribution that is applicable to the amount so credited (and to the extent the time of distribution has occurred, within 60 days of the date of such crediting).

     3.9. Vesting .

          (a) A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to his or her deferrals of Base Salary, Bonus, Commissions, LTIP Amounts and Director Fees as adjusted for amounts credited or debited on such amounts (pursuant to Section 3.10).

          (b) A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Contribution Amounts, adjusted for amounts credited or debited on such amounts (pursuant to Section 3.10), in accordance with the vesting schedule(s) set forth