DIRECTOR STOCK OPTION
AGREEMENT
This Director
Stock Option Agreement (“Agreement”) by and between
REPUBLIC SERVICES, INC., a Delaware corporation (the
“Company”) and
(“Optionee”), is entered into as of
.
WHEREAS, the
Company may have previously awarded to Optionee and is, on the
terms and conditions set forth in this Agreement, awarding to
Optionee non-qualified options to purchase shares of the
Company’s common stock par value $.01 per share (the
“Stock”).
NOW, THEREFORE, in
consideration of the promises and of the covenants and agreements
set forth herein, the parties hereby agree as follows:
1.
Definitions . All capitalized terms used herein but not
expressly defined shall have the meaning ascribed to them in the
Company’s 1998 Stock Incentive Plan, as amended and restated
on March 6, 2002, and incorporated herein by reference (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. Grant
of Option . Subject, always to (a) the terms and
conditions of the Agreement and (b) the terms and conditions
of the Plan, Optionee is granted effective
, the right and option to purchase from the Company all or part of
an aggregate of
shares of the Stock at the option price of $
per share (the “Option” and together with all options
previously granted to Optionee by the Company, the
“Options”). The Option shall have a ten-year term and
shall be fully vested upon issuance. The Option shall not be
treated as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the
“Code”).
3.
Transferability of Options . Unless otherwise approved by
the Board of Directors of the Company or a duly authorized
committee thereof, no Options shall be transferable or assignable
by Optionee, other than by will or the laws of descent and
distribution.
4.
Voluntary Retirement; Non-Election to Board of Directors .
In the event that (a) Optionee shall retire from the
Company’s Board of Directors or (b) Optionee shall not
be reelected to the Company’s Board of Directors at a regular
or special meeting of the Company’s shareholders, Optionee
shall have ten (10) years from the date of grant of any
Options to exercise such Options and acquire the Company’s
Stock.
5. Rights
in the Event of Death or Disability .
(a)
Death . If an Optionee dies while serving as a member of the
Company’s Board of Directors, all Options held by such
Optionee prior to death shall remain exercisable in full and the
executors or administrators or legatees or distributees of
such
