This agreement
(“Agreement”) by and between REPUBLIC SERVICES, INC., a
Delaware corporation (the “Company”) and
_______________ (“Optionee”) is entered into as of
____________. This Agreement must be signed by Optionee and
returned to the Company’s Stock Option Plan Administrator by
_______________ or all options granted herein will he canceled and
will revert to the Company.
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”), conditioned upon execution by Optionee and
the Company of this Agreement and the Security and Confidential
Information Agreement (the “Security Agreement”) or
such other document containing, in the sole and absolute discretion
of the Company, appropriate confidentiality and non-compete
provisions.
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
March 6, 2002, a copy of which is enclosed as Exhibit A
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, (b) the terms and conditions of the Plan and
(c) the Company’s prior receipt of a Security Agreement
or such other document containing appropriate confidentiality and
non-compete provisions executed by Optionee, 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”). The Option will have a ten-year term and
will vest over the next four years beginning on _______________, at
a rate each year of 25% of the aggregate shares, all as provided in
the Plan. 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.
Forfeiture of Option Gain if Optionee is Terminated for
Cause . If Optionee’s employment is terminated for
“Cause,” then the Option, together with all prior
options to purchase Stock granted to Employee, (the Option,
together with all prior options, are referred to herein,
collectively, as the “Options”) shall terminate
immediately. If Optionee has exercised or exercises the Options at
any time after the date which is one year prior to the date of such
termination, the Optionee shall pay to the Company the
“Gain” on the exercise of the Options. For purposes of
this Agreement, “Gain” means an amount equal to the
excess, if any, of the market price of the Stock on the date of
exercise over the exercise price of the Options, without regard to
any subsequent market price decrease or increase, multiplied by the
number of shares
1
purchased by
Optionee. For purposes of this Agreement, “Cause” means
the Optionee engaging in any activities contrary to or harmful to
the interests of the Company, including, but not limited to:
(i) conduct related to Optionee’s employment for which
either criminal or civil penalties against Optionee may be sought;
(ii) violation by Optionee of Company policy, including,
without limitation, the Company’s insider trading policy;
(iii) Optionee’s disclosure or misuse of any
confidential information or material concerning the Company in
violation of the Security Agreement or other similar agreement
between the Company and the Optionee; (iv) Optionee’s
willful misconduct or gross negligence; or (v) violation by
Optionee of an employment agreement, if any, between the Company
and Optionee.
4.
Forfeiture of Options Gain if Optionee Engaged in Certain
Competitive Activities . If at any time during the term of
Optionee’s employment or within the time period specified in
the Security Agreement or other similar agreement following
termination of Optionee’s employment with the Company,
Optionee violates any provision of the Security Agreement, or other
similar agreement, the Options shall terminate effective on the
date on which Optionee violates such provision of the Security
Agreement unless terminated sooner by operation of the applicable
Plan, and Optionee shall immediately pay to the Company the Gain
(as previously defined herein on any exercise of the Options within
a period commencing one year prior to the date of termination or
forfeiture and ending after expiration of any grace period to
exercise the Option.
5. Right
to Set-Off . By accepting this Agreement, Optionee consents to
a deduction from any amounts the Company owes Optionee from time to
time (including amounts owed to Optionee as wages or other
compensation, fringe benefits, or vacation pay, as well as any
other amounts owed to Optionee by the Company), up to the dollar
amount Optionee owes the Company under Paragraphs 3 and 4 above.
Whether or not the Company elects to make any set-off in whole or
in part, i
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