0001144204-18-009150 Sample Contracts

RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Unit Agreement • February 15th, 2018 • Waste Connections, Inc. • Refuse systems • Delaware

This Agreement sets the number of shares of the Common Stock subject to your award, the applicable vesting schedule for the issuance of those shares, and the remaining terms and conditions governing your award.

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EMPLOYMENT AGREEMENT
Employment Agreement • February 15th, 2018 • Waste Connections, Inc. • Refuse systems • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of March 1, 2012 (the “Effective Date”), by and between Waste Connections, Inc., a Delaware corporation (the “Company”), and Mary Anne Whitney (the “Employee”).

RESTRICTED STOCK UNIT AGREEMENT (WITH ONE-YEAR PERFORMANCE PERIOD)
Restricted Stock Unit Agreement • February 15th, 2018 • Waste Connections, Inc. • Refuse systems • Delaware

This Agreement sets the number of shares of the Common Stock subject to your award, the applicable vesting schedule for the issuance of those shares, and the remaining terms and conditions governing your award.

WARRANT TO PURCHASE COMMON SHARES of WASTE CONNECTIONS, INC. Void on the fifth (5th) anniversary of [_________________]
Warrant Agreement • February 15th, 2018 • Waste Connections, Inc. • Refuse systems

This certifies that for value received, [_________________] (the “Holder”) is entitled, subject to the terms set forth below, at any time or from time to time beginning on [_________________] (the “Grant Date”) and before 5:00 p.m., Central standard time on the fifth (5th) anniversary of the Grant Date, to purchase from Waste Connections, Inc., an Ontario corporation (the “Company”), up to [______________] common shares of the Company (the “Common Shares”) as constituted on [_____________________] (the “Issue Date”), upon proper exercise through the Holder’s Shareworks account with Solium Capital, and simultaneous payment therefor in lawful money of the United States at the price of $[______] per share, subject to adjustment as provided in the Plan (as defined below) (the “Purchase Price”). The number and character of such Common Shares are also subject to adjustment as provided in the Company’s 2016 Incentive Award Plan (the “Plan”). Such number shall be reduced at such time or times

SECOND AMENDMENT TO SEPARATION BENEFITS PLAN AND EMPLOYMENT AGREEMENT
Separation Benefits Plan and Employment Agreement • February 15th, 2018 • Waste Connections, Inc. • Refuse systems • Texas

This Second Amendment to Separation Benefits Plan and Employment Agreement (this “Amendment”) is dated February 13, 2018, and is by and between Waste Connections US, Inc., a Delaware corporation (f/k/a Waste Connections, Inc.)(the “Company”), which is a wholly owned subsidiary of Waste Connections, Inc., an Ontario corporation (f/k/a Progressive Waste Solutions Ltd.)(“Parent”), and Ronald J. Mittelstaedt (“Executive”). The Company and Executive are referred to together herein as the “Parties.” All capitalized terms not otherwise defined in this Amendment shall have the meaning set forth in the Plan (as hereinafter defined).

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