ALLIED WASTE INDUSTRIES, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
(UNDER THE AMENDED AND RESTATED
1991 INCENTIVE STOCK PLAN)
THIS OPTION
AGREEMENT (“Agreement”) dated this ___day of ___,
200___ (the “Date of Grant”), between ALLIED WASTE
INDUSTRIES, INC., a Delaware corporation (the
“Company”), and ___
(“Optionee”):
The Company has
adopted the Allied Waste Industries, Inc. 1991 Incentive Stock
Plan, as most recently amended and restated on February 5,
2004 (the “Plan”), as amended, 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 Management
Development/Compensation Committee of the Board of Directors (the
“Committee”) has determined that it would be in the
best interests of the Company and its stockholders to grant the
option provided for herein (the “Option”) to Optionee
pursuant to the Plan and this Agreement, as an inducement to serve
as an employee of the Company and to provide Optionee 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 the Option . The Company hereby grants to Optionee the right
and option to purchase, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of ___ shares of the
presently authorized but unissued common stock, par value $.01 per
share, of the Company (the “Stock”). The purchase price
of the Stock subject to this Option shall be $___ per
share, being the Fair Market Value of the Common Stock on the Date
of Grant, as defined in the Plan.
(a) Subject
to Sections 2(b) and 2(f) hereof, the Option may be exercised in
whole or in part, at any time or from time to time during the
period commencing twelve months after the Date of Grant and ending
ten years from the Date of Grant. The Option is not transferable or
assignable by the Optionee except to the following persons or
entities (“permitted transferees”): (1) by will or
the laws of descent and distribution, or pursuant to a Qualified
Domestic Relations Order; (2) without consideration, to
certain members of the Optionee’s family or household, as
described in Sections 6(c)(vi)(A) and (B) of the Plan
(“family members”); (3) without consideration, to
trusts for the benefit of the Optionee’s family members, as
described in Section
1
6(c)(vi)(C) of
the Plan; (4) without consideration, to a private foundation
as described in Section 6(c)(vi)(D) of the Plan; or
(5) without consideration, to any entity whose voting
interests are the Optionee’s family members, as described in
Section 6(c)(vi) of the Plan. During the Optionee’s
lifetime, the Option shall be exercisable only by the Optionee, a
broker-dealer acting on his behalf pursuant to
Section 6(c)(iv) of the Plan, or any permitted transferee.
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(b)
(i) Each Option awarded to Optionee under this Grant may be
exercised only to the extent it has become vested and
nonforfeitable. This Option shall vest and become exercisable over
five years, i.e., with respect to 20% on ___, 200_, 40% on ___,
200_, 60% on ___, 200_, 80% on ___, 200___ and 100% on ___, 20___,
respectively, of the shares of Stock covered by the Option. To the
extent not exercised, this Option shall accumulate and remain
exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date on which the Option
expires.
(ii) Except
as otherwise provided in the Optionee’s written employment
agreement with the Company, if any, upon the death or Retirement
(as that term is defined in the Optionee’s employment
agreement or other written agreement with the Company, if any, or
if there is no written agreement, as that term is defined in the
Plan) of the Optionee, or if the Optionee’s employment with
the Company terminates as a result of the Optionee’s
Disability (as that term is defined in the Optionee’s
employment agreement or other written agreement with the Company,
if any, or if there is no written agreement, as that term is
defined in the Plan), this Option will automatically vest in its
entirety and become fully exercisable.
(c) This
Option may be exercised by written notice of intent to exercise the
Option with respect to any or all of the shares of Stock covered by
the Option, delivered to the Company at its principal office. Such
notice shall be accompanied by this Agreement and shall specify the
number of shares of Stock with respect to which this Option is
being exercised. Such notice shall also be accompanied by payment
in full to the Company, at its principal office, of the option
price for the shares of Stock with respect to which this Option is
then being exercised. The payment of the option price shall be made
(i) in cash or by certified check, bank cashier’s check,
wire transfer, or postal or express money order payable to the
order of the Company or, (ii) with the consent of the
Committee, in whole or in part in Stock which has been owned by the
Optionee for at least six months prior to the
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