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STOCK OPTION AGREEMENT

Stock Option Agreement

STOCK OPTION AGREEMENT | Document Parties: REPUBLIC SERVICES, INC. You are currently viewing:
This Stock Option Agreement involves

REPUBLIC SERVICES, INC.

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Title: STOCK OPTION AGREEMENT
Governing Law: Delaware     Date: 3/2/2009
Industry: Waste Management Services     Sector: Services

STOCK OPTION AGREEMENT, Parties: republic services  inc.
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Exhibit 10.9

STOCK OPTION AGREEMENT

     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:

 

 

 

 

 

Vesting Date

 

Vesting Percentage

 

 

 

 

 

 

 

 

25

%

 

 

 

50

%

 

 

 

75

%

 

 

 

100

%

               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).

     6.  Tax Withholding .

          (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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