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EXHIBIT 10.43
NORCAL WASTE SYSTEMS, INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (this "Agreement") is entered into as of
January 12, 1996 between Norcal Waste Systems, Inc., a California corporation
(the "Company"), and H. Xxxxxx Xxxxx ("Optionee"). The parties agree as follows:
1. Grant of Option.
(a) Pursuant to the Company's 1996 Non-Employee Director Stock
Option Plan (the "Plan"), the Company has granted Optionee a nonqualified stock
option (the "Option") to purchase 35,000 shares of the Company's common stock at
an exercise price of $4.89 per share.
(b) As long as Optionee continues to serve as a director of
the Company, (i) this Option will vest in three annual increments of 11,667
shares, 11,667 shares and 11,666 shares, respectively, on the first, second and
third anniversaries of the date of this Agreement, so that this Option will be
fully vested on January 12, 1999, and (ii) this Option will have a term of seven
years from the date of this Agreement.
2. Other Terms. The other terms of this Option will be the same as
those provided for in the Plan, a copy of which is attached to this Agreement.
Optionee has read the Plan and agrees to be bound by its terms.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date set forth above.
NORCAL WASTE SYSTEMS, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx /s/ H. Xxxxxx Xxxxx
____________________________ ___________________________
Xxxxxxx X. Xxxxxxxxxx H. XXXXXX XXXXX
President and CEO
Attachment: 1996 Non-Employee Director Stock Option Plan