EXHIBIT 10.66
AMENDMENT TO THE ALLIED WASTE INDUSTRIES, INC.
RESTRICTED STOCK UNITS AGREEMENT
(UNDER THE AMENDED AND RESTATED
1991 INCENTIVE STOCK PLAN)
THIS AMENDMENT ("Amendment"), made effective July 1, 2004, between ALLIED
WASTE INDUSTRIES, INC., a Delaware corporation ("Company") and
_____________________________ ("Grantee"):
R E C I T A L S:
The Company and Grantee entered into a Restricted Stock Units Agreement
dated ______________________, whereby Company and Grantee agreed to convert
certain shares of Restricted Stock into units of Restricted Stock ("RSU
Agreement").
The Compensation Committee of the Board of Directors ("Committee") has
determined that it would be in the best interests of the Company and its
stockholders to amend the RSU Agreement to modify certain provisions with
respect to the vesting of the units of Restricted Stock that are subject to that
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. Section 2 of the RSU Agreement is hereby amended in its entirety to
read as follows:
2. Vesting. Except as otherwise provided herein, Grantee shall
become vested in the Award RSUs according to the following schedule: 0%
vested interest until the later of (a) four years from the Date of Grant
or (b) July 1, 2004; then 1/7th vested at the later of (a) four years from
the Date of Grant or (b) July 1, 2004; and then an additional 1/7th vested
on each subsequent anniversary of the Date of Grant thereafter until 100%
vested at ten years from the Date of Grant. Notwithstanding the foregoing,
vesting will be accelerated upon the Company's attaining certain
performance goals, as specified in Paragraph 3 below, or upon a Change in
Control, as specified in Paragraph 13 below. Vesting also may be
accelerated upon the occurrence of certain events, as specified in
Paragraph 5 below.
2. The effective date of this Amendment shall be July 1, 2004.
3. Except as specifically amended, all of the terms and conditions of the
RSU Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has, as of the date first above written,
caused this Agreement to be executed on its behalf by its Chairman, President or
any Vice President, and Grantee has hereunder set his hand as of the date first
above written.
ALLIED WASTE INDUSTRIES, INC., GRANTEE
A DELAWARE CORPORATION
By_______________________________ ____________________________________
Signature
____________________________________
Print Name
____________________________________
____________________________________
Address
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