Common use of Retirement Eligibility Clause in Contracts

Retirement Eligibility. Upon Employee’s retirement, the Company shall pay to Employee all of Employee’s accrued but unpaid Base Salary through the date of retirement. In addition, for all stock option or restricted stock awards (“Equity Awards”) and all monetary awards (including Annual Awards and Long Term Awards pursuant to the Plan and any retirement contributions to the deferred compensation program) (“Monetary Awards”), in each case granted to Employee prior to July 26, 2006 (“Prior Awards”), such Employee shall be eligible to retire for purposes of the Prior Awards, and such Prior Awards shall fully vest in the event of such retirement, upon attaining either (a) the age of fifty-five (55) and having completed six (6) years of service with the Company or (b) the age of sixty-five (65) without regard to years of service with the Company (the “Original Retirement Policy”). For all Equity Awards and/or Monetary Awards granted to Employee following July 26, 2006 (“Prospective Awards”), the Original Retirement Policy shall apply, and such Prospective Awards shall fully vest in the event of such retirement, provided, and only to the extent that, Employee shall provide the Company with not less than twelve (12) months prior written notice of Employee’s intent to retire. Failure by Employee to provide such written notice shall cause the Revised Retirement Policy (as hereinafter defined) to apply with respect to the vesting of Prospective Awards, but such failure shall have no effect whatsoever on the Prior Awards, all of which shall continue to be subject to the Original Retirement Policy. For purposes of this Agreement, (i) “Revised Retirement Policy” shall mean Employee has attained the age of (x) sixty (60) and has completed fifteen (15) years of continuous service with the Company or (y) sixty-five (65) with five (5) years of continuous service with the Company, and (ii) the Annual Awards and Long Term Awards includable within the Monetary Awards to be fully vested as provided above shall include all such Awards which have been granted to Employee, but which, as of the date of his retirement, have not been determined to have been earned pursuant to the Plan and in such instance Employee shall be paid, within thirty (30) days following the date of Employee’s retirement, an amount with respect to each such open Award equal to the full target amount that the Compensation Committee of the Board of Directors was authorized to cause to be paid to Employee pursuant to the Plan had his or her employment continued through the end of the Performance Period related to such Award and had all performance goals been met.

Retirement Eligibility. Upon Employee’s retirement, in lieu of payments under Sections 3 and 4 (but not 25), the Company shall pay to Employee all of Employee’s accrued but unpaid Base Salary through the date of retirement. In addition, for all stock option or restricted stock awards (“Equity Awards”) and all monetary awards (including Annual Awards and Long Term Awards pursuant to the Executive Incentive Plan and any retirement contributions to the deferred compensation program) (“Monetary Awards”), in each case granted to Employee prior to July 26, 2006 (“Prior Awards”), such Employee shall be eligible to retire for purposes of the Prior Awards, and such Prior Awards shall fully vest in the event of such retirement, upon attaining either (a) the age of fifty-five (55) and having completed six (6) years of service with the Company or Allied Waste Industries, Inc. or (b) the age of sixty-five (65) without regard to years of service with the Company (the “Original Retirement Policy”). For all Equity Awards and/or Monetary Awards granted to Employee following July 26, 2006 (“Prospective Awards”), the Original Retirement Policy shall apply, and such Prospective Awards shall fully vest in the event of such retirement, provided, and only to the extent that, Employee shall provide the Company with not less than twelve (12) months prior written notice of Employee’s intent to retire. Failure by Employee to provide such written notice shall cause the Revised Retirement Policy (as hereinafter defined) to apply with respect to the vesting of Prospective Awards, but such failure shall have no effect whatsoever on the Prior Awards, all of which shall continue to be subject to the Original Retirement Policy. For purposes of this Agreement, (i) “Revised Retirement Policy” shall mean Employee has attained the age of (x) sixty (60) and has completed fifteen (15) years of continuous service with the Company or Allied Waste Industries, Inc. or (y) sixty-five (65) with five (5) years of continuous service with the CompanyCompany or Allied Waste Industries, Inc. and (ii) all Annual Awards and all Long Term Awards shall vest and be paid on a prorated basis in an amount equal to the Annual Awards and Long Term Awards includable within the Monetary Awards to be fully vested as provided above shall include all such Awards which have been granted to Employee, but which, as of the date of his retirement, have not been determined to have been earned pursuant to the Plan and in such instance Employee shall be paid, within thirty (30) days following the date of Employee’s retirement, an amount with respect to each such open Award equal to the full target amount payment that the Compensation Committee of the Board of Directors was authorized to cause to be determines would have been paid to Employee pursuant to the Executive Incentive Plan had his or her Employee’s employment continued through to the end of the Performance Period related to multiplied by a fraction, the numerator of which is the number of completed months of employment during such Award Performance Period and had all performance goals been metthe denominator of which is the total number of months in the Performance Period, within sixty (60) days after the end of the Company’s Fiscal Year in which the Performance Period ends.

Retirement Eligibility. Upon Employee’s retirement after satisfying the requirements set forth below (including as applicable the 12 months advance notice of retirement), in lieu of payments under Sections 3 and 4, the Company shall pay to Employee (i) all of Employee’s accrued but unpaid Base Salary through the date of retirement, (ii) the Company shall continue to pay or provide for Employee all health benefits in which Employee was entitled to participate in at any time during the 12-month period prior to the date of retirement, until the earliest to occur of the third anniversary of the date of retirement, Employee’s death, or the date on which Employee becomes covered by a comparable health benefit plan by a subsequent employer; provided, however, that in the event that Employee’s continued participation in any health benefit plan of the Company is prohibited, the Company will arrange to provide Employee with benefits substantially similar to those which Employee would have been entitled to receive under such plan for such period on a basis which provides Employee with no additional after tax cost, (iii) $4,800,000 in a lump sum within sixty (60) days after retirement, (iv) the balance of all amounts credited or eligible to be credited to Employee’s deferred compensation account (the “Deferred Compensation Account”) under the Deferred Compensation Plan (including all Company contributions, whether or not vested, and the Additional Company Contribution Account even though such retirement occurs prior to the Grant date), payable in accordance with the Deferred Compensation Plan and any elections thereunder, and (v) for all such amounts credited or eligible to be credited to the Deferred Compensation Account based upon Company’s performance on or before December 31, 2006 whether or not such amount is actually credited to the Deferred Compensation Account prior to or after such date (the “December 31, 2006 Deferred Amount”), a gross-up payment equal to the amount of $5,200,000 to reimburse Employee for all income and other taxes imposed with respect to the payment of the December 31, 2006 Deferred Amount and all income and other taxes arising as a result of said gross up payment such that the payment of such December 31, 2006 Deferral Amount is made to Employee free of all taxes thereon whatsoever within sixty (60) days following retirement. In additionaddition to the foregoing, for all stock option or restricted stock awards (“Equity Awards”) and all monetary awards (including Annual Awards and Long Term Awards pursuant to the Executive Incentive Plan and any retirement contributions to the deferred compensation program) (“Monetary Awards”), in each case granted to Employee prior to July 26, 2006 (“Prior Awards”), such Employee shall be eligible to retire for purposes of the Prior Awards, and such Prior Awards shall fully vest in the event of such retirement, upon attaining either (a) the age of fifty-five (55) and having completed six (6) years of service with the Company or (b) the age of sixty-five (65) without regard to years of service with the Company (the “Original Retirement Policy”). For all Equity Awards and/or Monetary Awards granted to Employee following July 26, 2006 (“Prospective Awards”), the Original Retirement Policy shall apply, and such Prospective Awards shall fully vest in the event of such retirement, provided, and only to the extent that, Employee shall provide the Company with not less than twelve (12) months prior written notice of Employee’s intent to retire. Failure by Employee to provide such written notice shall cause the Revised Retirement Policy (as hereinafter defined) to apply with respect to the vesting of Prospective Awards, but such failure shall have no effect whatsoever on the Prior Awards, all of which shall continue to be subject to the Original Retirement Policy. For purposes of this Agreement, (i) “Revised Retirement Policy” shall mean Employee has attained the age of (x) sixty (60) and has completed fifteen (15) years of continuous service with the Company or (y) sixty-five (65) with five (5) years of continuous service with the Company, and (ii) the Annual Awards and Long Term Awards includable within the Monetary Awards to be fully vested as provided above shall include all such Awards which have been granted to Employee, but which, as of the date of his retirement, have not been determined to have been earned pursuant to the Plan and in such instance Employee shall be paid, within thirty (30) days following the date of Employee’s retirement, an amount with respect to each such open Award equal to the full target amount that the Compensation Committee of the Board of Directors was authorized to cause to be paid to Employee pursuant to the Plan had his or her employment continued through the end of the Performance Period related to such Award and had all performance goals been met.