This Stock Option
Agreement (the “ Agreement ”) dated as of the
day of
,
(the “Grant Date” ), by and between REPUBLIC
SERVICES, INC., a Delaware corporation (the
“Company” ) and
( “Optionee” ), is made pursuant and subject to
the provisions of the Company’s 2007 Incentive Plan, as it
may be amended from time to time (the “Plan”
).
1.
Definitions . All capitalized terms used herein but not
expressly defined shall have the meaning ascribed to them in the
Plan, a copy of which is being provided via email and is
incorporated herein by reference. All references to the Company
herein also shall 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 to the terms and conditions of the Plan and
to the terms and conditions set forth in this Agreement, the
Company hereby grants to the Optionee the right and option to
purchase from the Company all or part of an aggregate of
shares of the Stock at the Exercise Price of $
per share (the “Option” ). The Option shall be
treated as a Non-Qualified Stock Option.
3.
Vesting and Expiration .
(a)
Vesting Schedule . Except as otherwise provided in this
subparagraph or in Section 3(b) hereof, this Option shall vest and
become nonforfeitable on the dates (each a “Vesting
Date” ) and in the percentages set forth in the following
schedule, provided that the Optionee’s continuous service
with the Company continues until the applicable Vesting
Date:
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Vesting Date
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Vesting Percentage
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25
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%
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50
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%
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75
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%
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100
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%
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Except
as otherwise specifically provided herein, there shall be no
proportionate or partial vesting in the periods prior to each
Vesting Date and all vesting shall occur only on the applicable
Vesting Date.
(b)
Acceleration of Vesting on Account of Death, Disability,
Retirement, Employment Agreement or Change in Control
.
(i)
The unvested portion of the Option shall become 100% vested in the
event that the Optionee’s continuous service with the Company
terminates by reason of:
(A)
the Optionee’s death or Disability; or
(B)
the Optionee’s retirement, if at the time of such retirement,
the Optionee:
(1)
is at least fifty-five (55) years old and has completed six
(6) years of continuous service with the Company or is at least
sixty-five (65) years old (without regard to years of service), and
in either case has provided the Company not less than twelve
(12) months prior written notice of Optionee’s intent to
retire; or
(2)
is at least sixty (60) years old and 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.
Any
retirement pursuant to Section 3(b)(i)(B) is sometimes
hereinafter referred to as a ( “Retirement”
).
For
purposes of determining years of continuous service, service shall
include service with any entity whose financial statements are
required to be consolidated with the financial statements of
Republic, including service with any such entity prior to the date
on which the entity’s financial statements were required to
be so consolidated.
(ii)
The unvested portion of the Option shall become fully or partially
vested at such times and in such amounts as may be required
pursuant to any employment agreement or consulting agreement
between the Optionee and the Company.
(iii)
The unvested portion of the Option shall not become vested on
account of the occurrence of a Change in Control, except if and to
the extent required pursuant to any employment agreement or
consulting agreement between the Optionee and the
Company.
(c)
Expiration . Any portion of the Option that has not
previously been exercised, or terminated pursuant to
Sections 7, 8 or 9 hereof, shall automatically terminate and
expire on the seventh anniversary of the Grant Date.
4. Method
of Exercise . The vested portion of this Option shall be
exercisable in whole or in part in accordance with the vesting
provisions set forth in Section 3 hereof, and may be exercised
in accordance with the procedures set forth in Section 7(i) of the
Plan (except that the address to which any notice is sent
thereunder shall be the address set forth in Section 16
hereof).
5. Method
of Payment . The Optionee may elect to pay the Exercise Price
for the vested portion of this Option pursuant to any of the
following methods: (a) by cash, certified or cashier’s
check, bank draft or money order, or (b) through any of the
other methods described in Section 7(j) of the Plan (including
without limitation pursuant to a “cashless exercise sale
and
-2-
remittance
procedure” described in Section 7(j)(iii) of the Plan)
or through the withholding of shares of Common Stock that otherwise
would be delivered to the Optionee as a result of the exercise of
the Option (in which case the withheld shares shall be valued at
their fair market value on the Exercise Date).
(a) The
Optionee shall make arrangements satisfactory to the Company to pay
to the Company any federal, state or local income taxes required to
be withheld as a result of the exercise of the Option. If the
Optionee shall fail to make such tax payments as are required, the
Company shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to the Optionee,
any federal, state or local taxes of any kind required by law to be
withheld as a result of the exercise of the Option.
(b) The
Optionee may elect, by notice to the Committee, to satisfy his or
her minimum withholding tax obligation as a result of the exercise
of the Option, by the Company’s withholding a portion of the
shares of Common Stock otherwise deliverable to Optionee, such
shares being valued at their fair market value as of the Exercise
Date, or by the Optionee’s delivery to the Company of a
portion of the shares previously delivered by the Company, such
shares being valued at their fair market value as of the date of
delivery of such shares by the Optionee to the Company.
7.
Termination of Continuous Service . Except as otherwise
provided in Section 8 or 9 hereof, or as otherwise provided in
any employment or consulting agreement between the Optionee and the
Company, in the event that the Optionee’s continuous service
with the Company terminates for any reason other than the
Optionee’s death, Disability, or Retirement, then any portion
of the Option that has not previously vested pursuant to
Section 3 hereof shall automatically terminate on the date on
which the Optionee’s continuous service terminates, and the
portion of the Option, if any, that is vested or becomes vested as
a result of such termination of continuous service shall
automatically and without notice terminate and become null and void
on the earliest to occur of the following:
(a) Immediately
upon termination of the Optionee’s continuous service with
the Company if such termination is by the Company for Cause or is a
voluntary termination within ninety (90) days after the
occurrence of an event
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