1
EXHIBIT 10.41
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 Xxxx X. Xxxxxxxx ("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/ Xxxx X. Xxxxxxxx
____________________________ ____________________________
Xxxxxxx X. Xxxxxxxxxx XXXX X. XXXXXXXX
President and CEO
Attachment: (1) Spousal Consent
(2) 1996 Non-Employee Director Stock Option Plan
2
SPOUSAL CONSENT
I am the wife of Xxxx X. Xxxxxxxx, the Optionee referred to in the
attached Stock Option Agreement (the "Agreement"). I have had an opportunity to
read the Agreement and the 1996 Non-Employee Director Stock Option Plan (the
"Plan") of Norcal Waste Systems, Inc. I am aware that the Optionee agrees to
sell all of his Shares, including any community interest I may have in the
Shares, on the occurrence of certain events. I hereby consent to the Agreement,
the Plan and the possible sale of the Shares, and agree to cooperate in enabling
my spouse to meet all obligations set forth in the Agreement and the Plan.
Dated:_________, 1996 /s/ Xxxxx Xxxxxxxx
____________________________________
XXXXX XXXXXXXX
