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EXHIBIT 10.62
ALLIED WASTE INDUSTRIES, INC.
PERFORMANCE-ACCELERATED RESTRICTED STOCK AGREEMENT
(UNDER THE AMENDED AND RESTATED
1991 INCENTIVE STOCK PLAN)
THIS PERFORMANCE-ACCELERATED RESTRICTED STOCK AGREEMENT
("Agreement"),
dated _________________________ ("Date of Grant"), between
ALLIED WASTE
INDUSTRIES, INC., a Delaware corporation ("Company"), and
_____________________________ ("Grantee"):
R E C I T A L S:
The Company has adopted the Allied Waste Industries, Inc. 1991
Incentive
Stock Plan, as most recently amended and restated effective
March 29, 2001, and
as may be subsequently amended ("Plan"), all of the terms and
provisions of
which are incorporated herein by reference and made a part of
this Agreement.
All capitalized terms used but not defined in this Agreement
have the meanings
given to them in the Plan.
The Compensation Committee of the Board of Directors
("Committee") has
determined that it would be in the best interests of the Company
and its
stockholders to grant the Restricted Stock provided for herein
to Grantee
pursuant to the Plan and this Agreement (collectively,
"Performance-Accelerated
Restricted Stock Agreement" or "PARSAP"), as an inducement for
Grantee to serve
as an employee of the Company and to provide Grantee with a
proprietary interest
in the future of the Company.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set
forth, the parties hereto agree as follows:
1. Grant of Restricted Stock. The Company hereby grants to
Grantee
____________________ shares of Restricted Stock ("Award
Shares"), subject to the
following terms and conditions and to the provisions of the
Plan.
2. Vesting. Except as otherwise provided herein, Grantee shall
not have any
vested interest in any of the Award Shares until ten years
following the Date of
Grant, at which time Grantee's interest shall become fully
vested up to a
maximum of 100% of the Award Shares. Notwithstanding the
foregoing, vesting will
be accelerated upon the Grantee's attaining certain performance
goals, as
specified in Paragraph 3 below, or upon a Change in Control, as
specified in
Paragraph 13 below. Vesting also may be accelerated upon the
occurrence of
certain events, as specified in Paragraph 4 below.
3. Performance Goals.
(a) Vesting of all or a portion of the Award Shares may be
accelerated due to
the achievement of predetermined performance goals during the
third to fifth
years under this
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PARSAP (the calendar years ending December 31, 2002, December
31, 2003,
and December 31, 2004) following the Date of Grant. The goal
will be a
targeted implied equity value per share. It will be determined
using an
implied market value multiple times EBITDA, minus debt, to
arrive at an
implied equity value, divided by the number of shares
outstanding, to
establish the implied equity value per share. Once any portion
of the
Award Shares is vested as the result of the attainment of the
performance
goals, such portion shall not be subject to forfeiture. The
specific
performance criteria are described in Schedule A attached to
this
Agreement.
(b) For purposes of this Agreement:
(i) "EBITDA" is based on the information reported in the
Company's
financial statements, as approved by the Compensation
Committee of the Company's Board of Directors;
(ii) "fully diluted shares" means the aggregate of all issued
and
outstanding shares of the Company's Common Sock, shares of
Common Stock issuable upon the vesting or payment of awards
or
exercise of options under any employee benefit plan,
including
the Plan, shares of Common Stock otherwise available or
reserved for issuance under employee benefit plans,
including
the Plan, and shares of Common Stock issuable upon
conversion
or exercise of any outstanding convertible securities,
warrants or options (for these purposes, shares of the
Company's Series A Senior Convertible Preferred Stock are
deemed convertible into shares of Common Stock); and
(iii) "debt" means all interest-bearing debt of the Company as
of
the end of the relevant fiscal year.
(c) The target equity value per share, for purposes of this
Paragraph 3
shall be adjusted for any stock dividend, stock split, or
recapitalization
of the Company.
4. Effect of Termination of Employment. Except as may be
otherwise specifically
provided in this Agreement, if Grantee's employment with the
Company is
terminated for any reason, all unvested Award Shares at the time
of Grantee's
termination of employment shall be forfeited upon Grantee's date
of termination.
If Grantee's employment with the Company is terminated as the
result of his
Retirement, or by the Company without Cause, at any time after
December 31,
2004, any unvested Award Shares at the time of Grantee's
termination of
employment shall become vested on a pro rata basis, based on the
number of full
calendar months completed since the Date of Grant, as a fraction
of the 10-year
period following the Date of Grant. If Grantee's employment with
the Company is
terminated as the result of his Disability or death, any
unvested Award Shares
shall become fully and immediately vested. Those Award Shares
for which vesting
is not accelerated pursuant to the terms of this Section 4 or of
Section 13
shall be forfeited upon Grantee's date of termination; provided,
however, that
the Committee, in its discretion, may decide to accelerate the
vesting of any
otherwise forfeitable Award Shares. If
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Grantee's termination of employment is d
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