EXECUTIVE RESTRICTED STOCK AGREEMENT REPUBLIC SERVICES, INC

Exhibit 10.5

EXECUTIVE RESTRICTED STOCK AGREEMENT
REPUBLIC SERVICES, INC.

     THIS RESTRICTED STOCK AGREEMENT, dated as of this                       day of                                            , between Republic Services, Inc., a Delaware corporation (“the Company”) and                       (the “Executive”), is made pursuant and subject to the provisions of the Company’s 1998 Stock Incentive Plan, as amended, and any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is incorporated herein by reference.

     1.  Definitions. All capitalized terms used herein but not expressly defined shall have the meaning ascribed to them in the Plan. All references to the Company herein shall also be deemed to include references to any and all entities directly or indirectly controlled by the Company and which are consolidated with the Company for financial accounting purposes.

     2.  Award of Restricted Stock. Subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the Company on this date awards to the Executive                       shares of Restricted Stock.

     3.  Terms and Conditions. This award of Restricted Stock is subject to the following terms and conditions:

          A.  Restricted Period. Except as otherwise provided in this subparagraph or in subparagraph B, this award of Restricted Stock shall vest, and become nonforfeitable with the schedule set forth below:

     The period from the date hereof until the shares of Restricted Stock have become 100% vested shall be referred to as the “Restricted Period”. Notwithstanding anything to the contrary herein, in the event the Company achieves, during one or more of the first three calendar years following the date upon which the Award of Restricted Stock is made to Executive as provided herein, (i) the Earnings Per Share Target (“EPS Target”) and (ii) the Free Cash Flow Target (“Free Cash Flow Target”), each as annually established by the Compensation Committee of the Company’s Board of Directors pursuant to the Company’s Executive Incentive Plan, then the vesting schedule set forth above shall be modified and accelerated in accordance with the terms set forth on the attached Schedule A.

          B.  Death; Disability; Retirement; Termination of Employment. The shares of Restricted Stock not yet vested shall become 100%“vested and transferable in the event that the Executive dies or becomes permanently and totally disabled (within the meaning of Section 22(e)(3) of the Code) while employed by the Company or an Affiliate during the Restricted Period. If at the time Executive retires he or she:

(a) is at least fifty-five (55) years old and has completed six (6) years of service to the Company or is at least sixty (60) years old (without regard to years of service) and has provided the Company not less than twelve (12) months prior written notice of Executive’s intent to retire;

or

(b) is at least sixty (60) years old or has completed fifteen (15) years of continuous service with the Company or is sixty-five (65) years old and has completed five (5) years of continuous service with the Company, then the shares of Restricted Stock shall become 100% vested and transferable.

          C.  Restrictions. The shares of Restricted Stock awarded hereunder and any stock distributions with respect to such Restricted Stock shall be subject to the following restrictions during the Restricted Period: