ALLIED WASTE INDUSTRIES, INC.
RESTRICTED STOCK UNITS AGREEMENT
(UNDER THE 2005 NON-EMPLOYEE DIRECTOR
EQUITY COMPENSATION PLAN)
THIS RESTRICTED
STOCK UNITS AGREEMENT (“Agreement”) is dated
(“Date
of Grant”), between ALLIED WASTE INDUSTRIES, INC., a Delaware
corporation (“Company”), and
(“Director”):
The Company
maintains the Allied Waste Industries, Inc. 2005 Non-Employee
Director Equity Compensation Plan (formerly known as the Allied
Waste Industries, Inc. 1994 Amended and Restated Non-Employee
Director Stock Option Plan), as most recently amended and restated
effective May 20, 2005 (“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 Plan permits
the Plan Administrator to make initial and/or annual grants under
the Plan in the form of units of Restricted Stock, instead of
shares of Restricted Stock. The Plan Administrator has determined
that it would be in the best interest of the Company and its
stockholders to grant the of Restricted Stock provided for herein
(“RSUs”), instead of shares of Restricted Stock, to
Director pursuant to the Plan and the terms set forth herein as an
inducement to serve as a director 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 Units . The Company hereby grants to Director
units of Restricted Stock (“RSUs”). Each RSU shall
represent Director’s right to receive one share of the
Company’s common stock, par value $.01 per share (the
“Common Stock”), subject to the following terms and
conditions and to the provisions of the Plan.
2.
Vesting . Director shall become vested in the RSUs according
to the following schedule:
[Initial grant
— 0% vested until the last day of Director’s first
one-year term ending after the Date of Grant; 1/3 vested on the
last day of Director’s first one-year term ending after the
Date of Grant; an additional 1/3 vested on the last day of
Director’s second one-year term ending after the Date of
Grant; and an additional 1/3 vested on the last day of the
Director’s third one-year term ending after the Date of
Grant.]
[Annual grant
— 0% vested until the last day of Director’s first
one-year term ending after the Date of Grant; and 100% vested on
the last day of Director’s first one-year term ending after
the Date of Grant.]
Any RSUs that
have not vested as of the date Director ceases to be a director of
the Company, for any reason, will be forfeited as of the beginning
of business on that date.
3. Rights as
Stockholder . Director shall not be entitled to any of the
rights of a stockholder with respect to the RSUs (including the
right to vote such shares and to receive dividends and other
distributions) unless and until the certificate for shares of
Common Stock issuable upon vesting are issued. Notwithstanding the
foregoing, if the Company pays a cash dividend on its Common Stock
while Director’s RSUs are still outstanding
