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EXHIBIT 10.7
ALLIED WASTE INDUSTRIES, INC.
2005 TRANSITION PLAN
FOR SENIOR AND KEY MANAGEMENT EMPLOYEES
[EFFECTIVE JANUARY 1, 2005]
ESTABLISHMENT/PURPOSE OF PLAN: The
Management Development/Compensation Committee
("Committee") of Allied Waste Industries,
Inc. ("Company") developed this
transition plan to ensure the retention of
certain senior and key management
employees through the transition to a new
Chief Executive Officer and Chairman
of the Board of Directors and the
implementation of the Company's new operating
plan.
ELIGIBILITY/PARTICIPATION: Eligibility and
participation is limited to those
individuals listed in Schedule A.
AWARD/PAYOUT: The amount of each award is
listed in Schedule A. The award will
be paid as described below and subject to
the conditions described below.
First
Installment: 50%
of the award will be paid in one cash payment
within
five business days of June 15, 2005. To be eligible to receive
payment of
the first installment, as of June 15, 2005 and as of the payout
date:
1.
The participant must be employed by the Company (in at least
the same or similar position, as listed in Schedule A);
2.
The participant's job performance must be satisfactory; and
3.
The participant must be in compliance with (i.e., must have
not violated) the terms of any applicable confidentiality,
non-solicitation, and/or non-competition agreement with the
Company.
If the
participant does not meet all three requirements listed above,
the
entire
amount (i.e., 100%) of the participant's award will be forfeited
in
its
entirety, and there shall be no pro-ration of the award.
Second
Installment: The remaining 50% of the award will be paid in one
cash
payment on December 20, 2005. To be eligible to receive payment
of
the second
installment, as of December 15, 2005 and as of the payout date:
1. The participant
must be employed by the Company (in at least the
same or similar position listed in Schedule A);
2. The participant's
job performance must be satisfactory; and
3. The participant
must be in compliance with (i.e., must have not
violated) the terms of any applicable confidentiality,
non-solicitation, and/or non-competition agreement with the
Company.
If the
participant does not meet all three requirements listed above,
the
remaining
portion (i.e., the remaining 50%) of the participant's award
will be
forfeited in its entirety, and there shall be no pro-ration of
the
award.
ADMINISTRATION: The Committee is
responsible for the administration and
interpretation of the Plan. All
determinations under the Plan (including but not
limited to eligibility, terms and
conditions of participation, and payment of
awards) will be made by the Committee in
its sole and complete discretion. The
Committee may establish such rules and
procedures as it deems
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necessary or advisable for the proper
administration of the Plan and may take
any such other action in connection with or
in relation to accomplishing the
objectives of the Plan
