EXHIBIT 10.03
ALLIED WASTE INDUSTRIES, INC.
RESTRICTED STOCK UNITS AGREEMENT
(UNDER THE AMENDED AND RESTATED
1991 INCENTIVE STOCK PLAN)
THIS RESTRICTED STOCK UNITS AGREEMENT ("Agreement") is dated September 19,
2005 ("Date of Grant"), between ALLIED WASTE INDUSTRIES, INC., a Delaware
corporation ("Company"), and XXXXXX X. XXXXX ("Grantee"):
RECITALS:
The Company has adopted the Allied Waste Industries, Inc. 1991 Incentive
Stock Plan, as most recently amended and restated effective February 5, 2004,
and as subsequently amended ("Plan"), all of the terms and provisions of which
are incorporated herein by reference and made a part of this Agreement. All
capitalized terms used but not defined in this Agreement have the meanings given
to them in the Plan.
The Management Development/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 grant the units of Restricted Stock
("Restricted Stock Units" or "RSUs") provided for herein to Grantee pursuant to
the Plan and this Agreement, as an inducement for Grantee to serve as an
employee of the Company and to provide Grantee with a proprietary interest in
the future of the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. Grant of Restricted Stock Units. The Company hereby grants to Grantee 20,000
units of Restricted Stock ("Award RSUs"). Each Award RSU shall represent
Grantee's right to receive one share of the Company's common stock, par value
$.01 per share (the "Common Stock"), subject to the following terms and
conditions and to the provisions of the Plan.
2. Vesting. Except as otherwise provided herein, Grantee shall become vested in
the Award RSUs over a period of four years, according to the following schedule:
0% prior to September 19, 2006; 25% on September 19, 2006; 50% on September 19,
2007 75% on September 19, 2008; and 100% on September 19, 2009. Notwithstanding
the foregoing, vesting will be accelerated upon a Change in Control, as
specified in Paragraph 12 below. Vesting also may be accelerated upon the
occurrence of certain events, as specified in Paragraph 4 below.
3. Issue Date. Subject to Grantee's right to postpone the Issue Date pursuant to
the terms of the Plan and Paragraph 7 below, the Issue Date for each Award RSU
shall be the date on which such RSU vests in accordance with Paragraph 2 above.
4. Effect of Termination of Employment. Except as otherwise provided in any
written employment agreement between Grantee and Company, if Grantee's
employment terminates due to any reason other than Disability or death, any
Award RSUs that are not vested as of the commencement of business on the date of
such termination shall immediately be forfeited. Except as otherwise provided in
any written employment agreement between Grantee and Company, if Grantee's
employment terminates due to Disability or death, any Award RSUs that are not
vested as of the commencement of the date of such termination shall immediately
vest and be nonforfeitable.
5. Rights as Stockholder. Grantee shall not be entitled to any of the rights of
a stockholder with respect to the Award RSUs (including the right to vote such
shares and to receive dividends and other distributions) unless and until the
certificate for shares of Common Stock issuable upon an applicable Issue Date
are issued. Notwithstanding the foregoing, if the Company pays a cash dividend
on its Common Stock while Grantee's Award RSUs are still outstanding (i.e.,
before shares of Common Stock have been issued), Grantee will be credited with
additional units of Restricted Stock ("Additional RSUs") in an amount equal to
the total number of outstanding whole Award RSUs multiplied by the dollar amount
of the cash dividend paid per share, divided by the Fair Market Value per share.
Moreover, if the Company pays a stock dividend on its Common Stock while
Grantee's Award RSUs are still outstanding (i.e., before shares of Common Stock
have been issued), Grantee will be credited with Additional RSUs in an amount
equal to the total number of outstanding whole Award RSUs multiplied by the
share dividend paid per share. Any Additional RSUs that are credited will become
part of the Award RSUs (and, as such, may be taken into account in determining
the outstanding whole number of Award RSUs for any future dividend crediting)
and will be subject to the same terms and conditions that apply to the Award
RSUs.
6. Issuance of Shares. Subject to Paragraph 7 below, reasonably promptly after
the Issue Date, the Company will provide Grantee with a certificate for the
shares of Common Stock issuable on that Issue Date, issued in the Grantee's
name. The certificate will be issued for a whole number of shares only. Any
fractional share resulting from the payment of dividends will be paid in cash
based on the Fair Market Value of such fractional share.
7. Deferral of Award RSUs. Notwithstanding any contrary provisions of this
Agreement, if Grantee is eligible to participate in any non-qualified deferred
compensation plan which is currently in effect or subsequently adopted by the
Company (separately and collectively, "Deferred Compensation Plan"), then
Grantee may, in his discretion, elect to defer the Issue Date for his Award RSUs
in accordance with the terms of the Deferred Compensation Plan. If Grantee makes
such an election, the Award RSUs subject to that election will be transferred to
the Deferred Compensation Plan as of the original Issue Date (i.e., the date
shares would have been issued, but for Grantee's
election to defer), and payment will then be subject to the terms of the
Deferred Compensation Plan. Notwithstanding any deferral election, if Grantee
dies before the Award RSUs are transferred, payment will be made under the Plan
(rather than the Deferred Compensation Plan), pursuant to the terms of the Plan.
8. Term of Employment. This Agreement does not grant to Grantee any right to
continue serving as an employee of the Company.
9. Notices; Deliveries. Any notice of delivery required to be given under the
terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at its principal office at 00000 X. Xxxxxxxx-Xxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000, and any notice or delivery to be given to Grantee
shall be addressed to him at the address given by him beneath his signature
hereto or such other address as either party hereto may hereafter designate in
writing to the other. Any such notice or delivery shall be deemed to have been
duly given when addressed as aforesaid, registered or certified mail, and
deposited (postage or registration or certification fee prepaid) in a post
office or branch post office regularly maintained by the United States.
10. Disputes. As a condition of the granting of the Award RSUs, Grantee and his
heirs and successors agree that any dispute or disagreement which may arise
hereunder shall be determined by the Committee in its sole discretion and
judgment, and that any such determination and any interpretation by the
Committee of the terms of the Plan and this Agreement shall be final and shall
be binding and conclusive, for all purposes, upon the Company, Grantee, his
heirs and personal representatives, and all permitted transferees.
11. Award RSUs Subject to Plan. The Award RSUs granted pursuant to this
Agreement are subject to the terms and provisions of the Plan. Unless otherwise
explicitly stated herein, in the event of a conflict between any term or
provision contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and prevail under all
circumstances. Grantee acknowledges that he has received a copy of the Plan on
or prior to the Date of Grant.
12. Acceleration of Vesting Upon Change in Control. Upon the occurrence of a
Change in Control of the Company, the Award RSUs shall become fully and
immediately vested immediately prior to the consummation of the Change in
Control.
13. Tender Offer/Merger; Adjustment of Shares. Notwithstanding anything
contained herein to the contrary:
(a) The Committee, in its discretion (i) may accelerate vesting of all or
any portion of the Award RSUs so that the shares of Common Stock issuable
upon such vesting can be tendered in response to a tender offer for, or a
request or invitation to tender of, greater than 50% of the outstanding
Common Stock of the Company or (ii) may provide that all or any portion of
the Award RSUs may be surrendered in a merger, consolidation or share
exchange involving the Company
(other than a transaction that would result in a Change in Control),
provided that the securities or other consideration received in exchange
thereof shall thereafter be subject to such restrictions and conditions as
may be determined by the Committee, in its discretion.
(b) In the event of any change in the outstanding Common Stock resulting
from a subdivision or consolidation of shares, whether through
reorganization, recapitalization, share split, reverse share split, share
distribution or combination of shares or the payment of a share dividend,
the Award RSUs shall be adjusted in a manner deemed appropriate by the
Committee to prevent the enlargement or dilution of Grantee's rights under
this Agreement.
14. Miscellaneous.
(a) All decisions of the Committee with respect to any questions arising
under the Plan or under this Agreement shall be conclusive.
(b) Nothing herein contained shall affect Grantee's right to participate
in and receive benefits from and in accordance with the then current provisions
of any employee pension, welfare, or fringe benefit plan or program of the
Company.
(c) Grantee agrees that the Company shall have the right to reduce
Grantee's Award RSUs and/or withhold from the shares to be issued for Grantee's
Award RSUs an amount sufficient to satisfy the federal, state, and local
withholding tax requirements, if any, attributable to the vesting of and/or
issuance of shares for such Award RSUs.
(d) Whenever the term "Grantee" is used herein under circumstances
applicable to any other person or persons to whom the Award RSUs, in accordance
with the provisions of this Agreement or the Plan, may be transferred, the word
"Grantee" shall be deemed to include such person or persons.
(e) If any provision of this Agreement or of the Plan would disqualify the
Agreement or the Plan under Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, or would cause the Agreement or the Plan to not otherwise comply
with Rule 16b-3, such provision shall be construed or deemed amended to conform
to Rule 16b-3 to the extent permitted by applicable law and deemed advisable by
the Company's Board of Directors.
(f) Notwithstanding anything contained herein to the contrary, the
Company's obligation to issue or deliver certificates evidencing the Award RSUs
or shares of Common Stock issuable on any Issue Date shall be subject to all
applicable laws, rules, and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required.
(g) This Agreement shall be binding upon and inure to the benefit of the
Company and the Grantee and their respective heirs, administrators, successors,
or permitted assigns.
(h) The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Arizona.
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, which date is the Date of Grant of the Award RSUs.
ALLIED WASTE INDUSTRIES, INC. GRANTEE
By /s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxx
President and Chief Operating Officer
