ALLIED WASTE INDUSTRIES INC
EX-10.13
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>14
<FILENAME>p69046exv10w13.txt
<DESCRIPTION>EX-10.13
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.13

                          ALLIED WASTE INDUSTRIES, INC.
                            1993 INCENTIVE STOCK PLAN
                (Amended and Restated Effective February 5, 2004)

1.       PURPOSE OF THE PLAN

         This Allied Waste Industries, Inc. 1993 Incentive Stock Plan is
intended to promote the interests of the Company by providing the employees of
the Company, who are largely responsible for the management, growth and
protection of the business of the Company, with a proprietary interest in the
Company.

2.       DEFINITIONS

         As used in the Plan, the following definitions apply to the terms
indicated below:

         (a) "Board of Directors" shall mean the Board of Directors of Allied
Waste Industries, Inc.

         (b) "Cause," when used in connection with the termination of a
Participant's employment with the Company, shall mean the termination of the
Participant's employment by the Company by reason of (1) the conviction of the
Participant by a court of competent jurisdiction as to which no further appeal
can be taken of a crime involving moral turpitude; (2) the proven commission by
the Participant of an act of fraud upon the Company; (3) the willful and proven
misappropriation of any funds or property of the Company by the Participant; (4)
the willful, continued and unreasonable failure by the Participant to perform
duties assigned to him and agreed to by him; (5) the knowing engagement by the
Participant in any direct, material conflict of interest with the Company
without compliance with the Company's conflict of interest policy, if any, then
in effect; (6) the knowing engagement by the Participant, without the written
approval of the Board of Directors of the Company, in any activity which
competes with the business of the Company or which would result in a material
injury to the Company; or (7) the knowing engagement in any activity which would
constitute a material violation of the provisions of the Company's Policies and
Procedures Manual, if any, then in effect.

         (c) "Cash Bonus" shall mean an award of a bonus payable in cash
pursuant to Section 10 hereof.

         (d) "Change in Control" shall mean: (1) a "change in control" of the
Company, as that term is contemplated in the federal securities laws; or (2) the
occurrence of any of the following events: (A) any Person becomes, after the
effective date of this Plan, the "beneficial owner" (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of

<PAGE>

the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities; provided, that the acquisition of
additional voting securities, after the effective date of this Plan, by any
Person who is, as of the effective date of this Plan, the beneficial owner,
directly or indirectly, of 20% or more of the combined voting power of the
Company's then outstanding securities, shall not constitute a "Change in
Control" of the Company for purposes of this Section 2(d), (B) a majority of
individuals who are nominated by the Board of Directors for election to the
Board of Directors on any date, fail to be elected to the Board of Directors as
a direct or indirect result of any proxy fight or contested election for
positions on the Board of Directors or (C) the Board of Directors determines in
its sole and absolute discretion that there has been a Change in Control of the
Company.

         (e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (f) "Committee" shall mean the Compensation Committee of the Board of
Directors or such other committee as the Board of Directors shall appoint from
time to time to administer the Plan.

         (g) "Common Stock" shall mean the Company's common stock, par value
$.01 per share.

         (h) "Company" shall mean Allied Waste Industries, Inc., a Delaware
corporation, and each of its Subsidiaries, and its successors.

         (i) "Disability" shall mean a Participant's "permanent and total
disability" within the meaning of Code Section 22(e)(3).

         (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         (k) "Fair Market Value" of a share of Common Stock on any date is (1)
the closing sales price on that date (or if that date is not a business day, on
the immediately preceding business day) of a share of Common Stock as reported
on the principal securities exchange on which shares of Common Stock are then
listed or admitted to trading; (2) if not so reported, the average of the
closing bid and asked prices for a share of Common Stock on that date (or if
that date is not a business day, on the immediately preceding business day) as
quoted on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or (3) if not quoted on NASDAQ, the average of the closing bid
and asked prices for a share of Common Stock as quoted by the National Quotation
Bureau's "Pink Sheets" or the National Association of Securities Dealers' OTC
Bulletin Board System. If the price of a share of Common Stock is not so
reported, the Fair Market Value of a share of Common Stock shall be determined
by the Committee in its absolute discretion.

         (l) "Incentive Award" shall mean an Option, a share of Restricted
Stock, a share of Phantom Stock, a Stock Bonus or Cash Bonus granted pursuant to
the terms of the Plan.

<PAGE>

         (m) "Incentive Stock Option" shall mean an Option which is an
"incentive stock option" within the meaning of Section 422 of the Code and which
is identified as an Incentive Stock Option in the agreement by which it is
evidenced.

         (n) "Issue Date" shall mean the date established by the Committee on
which certificates representing shares of Restricted Stock shall be issued by
the Company pursuant to the terms of Section 7(d) hereof.

         (o) "Non-Qualified Stock Option" shall mean an Option which is not an
Incentive Stock Option and which is identified as a Non-Qualified Stock Option
in the agreement by which it is evidenced.

         (p) "Option" shall mean an option to purchase shares of Common Stock of
the Company granted pursuant to Section 6 hereof. Each Option shall be
identified as either an Incentive Stock Option or a Non-Qualified Stock Option
in the agreement by which it is evidenced.

         (q) "Participant" shall mean an employee of the Company who is eligible
to participate in the Plan and to whom an Incentive Award is granted pursuant to
the Plan and, upon his death, his successors, heirs, executors and
administrators, as the case may be, to the extent permitted hereby.

         (r) "Person" shall mean a "person" as such term is used in Sections
13(d) and 14(d) of the Exchange Act and the rules and regulations in effect from
time to time thereunder.

         (s) a Share of "Phantom Stock" shall represent the right to receive in
cash the Fair Market Value of a share of Common Stock of the Company, which
right is granted pursuant to Section 8 hereof, and subject to the terms and
conditions contained therein.

         (t) "Plan" shall mean the Allied Waste Industries, Inc. 1993 Incentive
Stock Plan, as it may be amended from time to time.

         (u) "Qualified Domestic Relations Order" shall mean a qualified
domestic relations order as defined in the Code, in Title I of the Employee
Retirement Income Security Act, or in the rules and regulations as may be in
effect from time to time thereunder.

         (v) "Retirement" shall mean termination of employment with the Company
by a Participant at a time when the sum of the Participant's total whole years
(a "whole year" means 12 calendar months) of employment with the Company
(including whole years of employment with any business which was acquired by the
Company) and the Participant's age is at least 55.

         (w) a Share of "Restricted Stock" shall mean a share of Common Stock
which is granted pursuant to the terms of Section 7 and which is subject to the
restrictions set forth in Section 7(c) hereof for so long as such restrictions
continue to apply to such share.

         (x) "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.

<PAGE>

         (y) "Stock Bonus" shall mean a grant of a bonus payable in shares of
Common Stock pursuant to Section 9 hereof.

         (z) "Subsidiary" or "Subsidiaries" shall mean any and all corporations
in which at the pertinent time the Company owns, directly or indirectly, stock
vested with more than 50% of the total combined voting power of all classes of
stock of such corporations.

         (aa) "Vesting Date" shall mean the date established by the Committee on
which a share of Restricted Stock or Phantom Stock may vest.

3.       STOCK SUBJECT TO THE PLAN

         Under the Plan, the Committee may grant to Participants (a) Options,
(b) shares of Restricted Stock, (c) shares of Phantom Stock, (d) Stock Bonuses
and (e) Cash Bonuses.

         The Committee may grant Options, shares of Restricted Stock, shares of
Phantom Stock and Stock Bonuses under the Plan with respect to a number of
shares of Common Stock that in the aggregate at any time does not exceed 500,000
shares of Common Stock. The grant of a Cash Bonus shall not reduce the number of
shares of Common Stock with respect to which Options, shares of Restricted
Stock, shares of Phantom Stock, or Stock Bonuses may be granted pursuant to the
Plan.

         If any outstanding Option expires, terminates or is canceled for any
reason, the shares of Common Stock subject to the unexercised portion of such
Option shall again be available for grant under the Plan. If any shares of
Restricted Stock or Phantom Stock, or any shares of Common Stock granted in a
Stock Bonus are forfeited or canceled for any reason, such shares shall again be
available for grant under the Plan.

         Shares of Common Stock issued under the Plan may be either newly issued
or treasury shares, at the discretion of the Committee.

4.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by a Committee of the Board of Directors
consisting of two or more persons, each of whom shall be a "disinterested
person" within the meaning of Rule 16b-3(c)(2)(i) promulgated under Section 16
of the Exchange Act. The Committee shall from time to time designate the key
employees of the Company who shall be granted Incentive Awards and the amount
and type of such Incentive Awards. For purposes of grants and awards pursuant
to, and the administration of this Plan under, Sections 4 through 23, the term
"Committee" and "Board" shall be used interchangeably.

<PAGE>

         The Committee shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and the
terms of any Incentive Award issued under it and to adopt such rules and
regulations for administering the Plan as it may deem necessary. Decisions of
the Committee shall be final and binding on all parties.

         The Committee may, in its absolute discretion (a) accelerate the date
on which any Option granted under the Plan becomes exercisable, (b) extend the
date on which any Option granted under the Plan ceases to be exercisable, (c)
accelerate the Vesting Date or Issue Date, or waive any condition imposed
pursuant to Section 7(b) hereof, with respect to any share of Restricted Stock
granted under the Plan and (d) accelerate the Vesting Date or waive any
condition imposed pursuant to Section 8 hereof, with respect to any share of
Phantom Stock granted under the Plan.

         In addition, the Committee may, in its absolute discretion, grant
Incentive Awards to Participants on the condition that such Participants
surrender to the Committee for cancellation such other Incentive Awards
(including, without limitation, Incentive Awards with higher exercise prices) as
the Committee specifies. Notwithstanding Section 3, Incentive Awards granted on
the condition of surrender of outstanding Incentive Awards shall not count
against the limits set forth in such Section 3 until such time as such Incentive
Awards are surrendered.

         Except as provided in Section 6(e)(5) hereof, whether an authorized
leave of absence, or absence in military or government service, shall constitute
termination of employment shall be determined by the Committee in its absolute
discretion.

         No member of the Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated from and against any cost or
expense (including attorneys' fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any
action, omission or determination relating to the Plan, unless, in either case,
such action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief that it was in
the best interests of the Company.

         The Committee or Board may delegate to an officer of the Corporation
the authority to make decisions pursuant to this Plan; provided, however, that
no such delegation may be made that would cause any award or other transaction
under the Plan to cease to be exempt from Section 16(b) of the Exchange Act. The
Committee may authorize any one or more of its members or any officer of the
Company to execute and deliver documents on behalf of the Committee.

5.       ELIGIBILITY

         The persons who shall be eligible to receive Incentive Awards pursuant
to the Plan shall be such employees of the Company who are largely responsible
for the management, growth and protection of the business of the Company
(including officers of the Company, whether or not they

<PAGE>

are directors of the Company) as the Committee, in its absolute discretion,
shall select from time to time.

6.       OPTIONS

         The Committee may grant Options pursuant to the Plan, which Options
shall be evidenced by agreements in such form as the Committee shall from time
to time approve. Options shall comply with and be subject to the following terms
and conditions:

         (a) Identification of Options. All Options granted under the Plan shall
be clearly identified in the agreement evidencing such Options as either
Incentive Stock Options or as Non-Qualified Stock Options.

         (b) Exercise Price. The exercise price of any Non-Qualified Stock
Option granted under the Plan shall be such price as the Committee shall
determine on the date on which such Non-Qualified Stock Option is granted;
provided, that such price shall be not less than the minimum price required by
law. Except as provided in Section 6(d) hereof and subject to the adjustments
provided for in Section 11 hereof, the exercise price of an Incentive Stock
Option granted under the Plan shall not be less than 100% of the Fair Market
Value of a share of Common Stock on the date on which such Option is granted.

         (c) Term and Exercise of Options

                  (1) Each Option shall be exercisable on such date or dates,
         during such period and for such number of shares of Common Stock as
         shall be determined by the Committee on the day on which such Option is
         granted and set forth in the agreement evidencing the Option; provided,
         however, that (A) no Incentive Stock Option shall be exercisable after
         the expiration of five years from the date such Incentive Stock Option
         was granted, and (B) no Non-Qualified Stock shall be exercisable after
         the expiration of ten years from the date such Non-Qualified Stock
         Option was granted; and, provided, further, that each Option shall be
         subject to earlier termination, expiration or cancellation as provided
         in the Plan.

                  (2) Each Option shall be exercisable, in whole or in part,
         with respect to whole shares of Common Stock. The partial exercise of
         an Option shall not cause the expiration, termination or cancellation
         of the remaining portion thereof. Upon the partial exercise of such
         Option, the agreement evidencing such Option shall be returned to the
         Participant exercising such Option together with the delivery of the
         certificates described in Section 6(c)(5). hereof.

                  (3) An Option shall be exercised by delivering notice to the
         Company's principal office, to the attention of its Secretary, along
         with the agreement evidencing the Option and payment for shares of
         Common Stock to be purchased upon the exercise of the Option. The
         notice must specify the number of shares of Common Stock with respect
         to which the Option is being exercised and must be signed by the
         Participant. Payment shall be made either (A) in

<PAGE>

         cash, by certified check, bank cashier's check or wire transfer, (B)
         subject to the approval of the Committee, in shares of Common Stock
         owned by the Participant for a period of at least six months prior to
         the effective date on which the Option is exercised and valued at their
         Fair Market Value on the effective date of such exercise, (C) subject
         to the approval of the Committee, in the form of a "cashless exercise"
         (as described below) or (D) subject to the approval of the Committee,
         in any combination of the foregoing. Any payment in shares of Common
         Stock shall be effected by the delivery of such shares to the Secretary
         of the Company, duly endorsed in blank or accompanied by stock powers
         duly executed in blank, together with any other documents and evidences
         as the Secretary of the Company shall require from time to time. The
         effective date on which an Option is exercised shall be established by
         the Secretary and shall occur within an administratively reasonable
         period of time (but no later than five business days) after the
         Secretary receives the notice, agreement, and payment referred to
         above. Prior to the exercise date, the Participant may withdraw the
         notice, in which case the Option will not be exercised.

                  The cashless exercise of an Option shall be pursuant to
         procedures whereby the Participant, by written notice, irrevocably
         directs (A) an immediate market sale or margin loan with respect to all
         or a portion of the shares of Common Stock to which he is entitled upon
         exercise pursuant to an extension of credit by a brokerage firm or
         other party (provided that such brokerage firm or other party is not
         affiliated with the Company) of the exercise price and any tax
         withholding obligations resulting from such exercise, (B) the delivery
         of the shares of Common Stock directly from the Company to a brokerage
         firm or other party, and (C) delivery to the Company from the brokerage
         firm or other party, from the proceeds of the sale or the margin loan,
         of an amount sufficient to pay the exercise price and any tax
         withholding obligations resulting from such exercise.

                  (4) Any Option granted under the Plan may be exercised by a
         broker-dealer acting on behalf of a Participant if (A) the
         broker-dealer has received from the Participant or the Company a duly
         endorsed agreement evidencing such Option and instructions signed by
         the Participant requesting the Company to deliver the shares of Common
         Stock subject to such Option to the broker-dealer on behalf of the
         Participant and specifying the account into which such shares should be
         deposited, (B) adequate provision has been made with respect to the
         payment of any withholding taxes due upon such exercise and (C) the
         broker-dealer and the Participant have otherwise complied with Section
         220.3(e)(4) of Regulation T, 12 CFR Part 220.

                  (5) Certificates for shares of Common Stock purchased upon the
         exercise of an Option shall be issued in the name of the Participant or
         permitted transferee of the Participant and delivered to the
         Participant or permitted transferee as soon as practicable following
         the later of (A) the effective date on which the Option is exercised or
         (B) the date withholdings are made by the Company (or an amount
         sufficient to satisfy such withholdings are received by the Company)
         with respect to the Option that is exercised; provided, however, that
         such delivery shall be effected for all purposes when a stock transfer
         agent of the Company shall have deposited such certificates in the
         United States mail, addressed to the Participant or

<PAGE>

         permitted transferee. If withholdings are to be transmitted to the
         Company and are not timely received, to satisfy its withholding
         obligation, the Company may withhold a portion of the shares of Common
         Stock that would otherwise be issued to the Participant upon the
         exercise of the Option, sell such shares, and use the proceeds from
         such shares to satisfy the Company's withholding obligations.

                  (6) Except as set forth in this Section 6(c)(6), during the
         lifetime of a Participant, each Option granted to him shall be
         exercisable only by him or a broker-dealer acting on his behalf
         pursuant to Section 6(c)(4). No Option shall be assignable or
         transferable for value. Each Option may be assigned by a Participant by
         will or by the laws of descent and distribution, or pursuant to a
         Qualified Domestic Relations Order. Non-Qualified Stock Options may be
         assigned to: (A) a child, stepchild, grandchild, sibling, niece,
         nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
         brother-in-law or sister-in-law, including adoptive relationships, (B)
         any person sharing the Participant's household (other than a tenant or
         employee), (C) a trust in which the persons described in (A) or (B) (or
         the Participant) hold more than 50% of the beneficial interest or (D) a
         private foundation in which the persons described in (A) or (B) (or the
         Participant) own more than 50% of the voting interests. A transfer to
         any entity in which more than 50% of the voting interests are owned by
         the persons described in (A) or (B) (or the Participant) in exchange
         for an interest in that entity shall not constitute a transfer for
         value.

         (d) Limitations on Grant of Incentive Stock Options

                  (1) The aggregate Fair Market Value of shares of Common Stock
         with respect to which "incentive stock options" (within the meaning of
         Section 422, without regard to Section 422(d) of the Code) are
         exercisable for the first time by a Participant during any calendar
         year under the Plan (and any other stock option plan of the Company, or
         any "subsidiary" of the Company as that term is defined in Section 425
         of the Code) shall not exceed $100,000. Such Fair Market Value shall be
         determined as of the date on which each such Incentive Stock Option is
         granted. If such aggregate Fair Market Value of shares of Common Stock
         underlying such Incentive Stock Options exceeds $100,000, then
         Incentive Stock Options granted hereunder to such Participant shall, to
         the extent and in the order required by regulations promulgated under
         the Code (or any other authority having the force of Regulations),
         automatically be deemed to be Non-Qualified Stock Options, but all
         other terms and provisions of such Incentive Stock Options shall remain
         unchanged. In the absence of such Regulations (and authority), or if
         such Regulations (or authority) require or permit a designation of the
         options which shall cease to constitute Incentive Stock Options, the
         Incentive Stock Options shall, to the extent of such excess and in the
         order in which they were granted, automatically be deemed to be
         Non-Qualified Stock Options, but all other terms and provisions of such
         Incentive Stock Options shall remain unchanged.

                  (2) No Incentive Stock Option may be granted to an individual
         if, at the time of the proposed grant, such individual owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Company or any of its "subsidiaries"

<PAGE>

         (within the meaning of Section 425 of the Code) unless (A) the exercise
         price of such Incentive Stock Option is at least 110% of the Fair
         Market Value of a share of Common Stock at the time such Incentive
         Stock Option is granted and (B) such Incentive Stock Option is not
         exercisable after the expiration of five years from the date such
         Incentive Stock Option is granted.

         (e) Effect of Termination of Employment

                  (1) If the employment of a Participant with the Company shall
         terminate for any reason other than Cause, or other than as the result
         of the Participant's Disability, death, or Retirement, or other than
         upon the occurrence of a Change in Control (with or without any
         termination of the Participant's employment), (A) Options granted to
         such Participant, to the extent that they were exercisable at the time
         of such termination, shall remain exercisable until the expiration of
         one month after such termination, on which date they shall expire, and
         (B) Options granted to such Participant, to the extent that they were
         not exercisable at the time of such termination, shall expire at the
         close of business on the date of such termination; provided, however,
         that no Option shall be exercisable after the expiration of its term.

                  (2) If the employment of a Participant with the Company shall
         terminate as the result of the Participant's Disability, death, or
         Retirement, all of the Options granted to such Participant shall become
         fully and immediately exercisable and shall remain exercisable until
         the expiration of one year after such termination or, if earlier, until
         the expiration of their term(s), on which date they shall expire.

                  (3) In the event of the termination of a Participant's
         employment for Cause, all outstanding Options granted to such
         Participant shall expire at the commencement of business on the date of
         such termination.

                  (4) Upon the occurrence of a Change in Control, all of the
         Options granted to such Participant shall become fully and immediately
         exercisable and shall remain exercisable until their expiration,
         termination, or cancellation.

                  (5) A Participant's employment with the Company shall be
         deemed terminated if the Participant's leave of absence (including
         military or such leave or other bona fide leave of absence) extends for
         more than 90 days and the Participant's continued employment with the
         Company is not guaranteed by contract or statute.

         (f) Buyout of Options. The Committee may at any time (1) offer to buy
out for a payment of cash or cash equivalents an Option previously granted, or
(2) authorize a holder of an Option to elect to cash out an Option previously
granted, in either case at such time and based upon such terms and conditions as
the Committee shall establish.

         (g) Definitions. For purposes of this Section 6, "month" means 31
calendar days beginning with the calendar day on which the relevant event
occurs, and "year" means 365 calendar

<PAGE>

days beginning with the calendar day on which the relevant event occurs.

7.       RESTRICTED STOCK

         The Committee may grant shares of Restricted Stock pursuant to the Plan
for such consideration as the Committee may determine, including (without
limitation) cash, cash equivalents, full-recourse promissory notes, past
services or future services. Each grant of shares of Restricted Stock shall be
evidenced by an agreement in such form as the Committee shall from time to time
approve. Each grant of shares of Restricted Stock shall comply with and be
subject to the following terms and conditions:

         (a) Issue Date and Vesting Date. At the time of the grant of shares of
Restricted Stock, the Committee shall establish an Issue Date or Issue Dates and
a Vesting Date or Vesting Dates with respect to such shares. The Committee may
divide such shares into classes and assign a different Issue Date and/or Vesting
Date for each class. Except as provided in Sections 7(c) and 7(f) hereof, upon
the occurrence of the Issue Date with respect to a share of Restricted Stock, a
share of Restricted Stock shall be issued in accordance with the provisions of
Section 7(d) hereof. Provided that all conditions with respect to the vesting of
a share of Restricted Stock imposed pursuant to Section 7(b) hereof are
satisfied, and except as provided in Sections 7(c) and 7(f) hereof, upon the
occurrence of the Vesting Date with respect to a share of Restricted Stock, such
share shall vest and the restrictions of Section 7(c) hereof shall cease to
apply to such share.

         (b) Conditions to Vesting. At the time of the grant of shares of
Restricted Stock, the Committee may impose such restrictions or conditions, not
inconsistent with the provisions hereof, to the vesting of such shares as it in
its absolute discretion deems appropriate. By way of example and not by way of
limitation, the Committee may require, as a condition to the vesting of any
class or classes of shares of Restricted Stock, that the Participant or the
Company achieve certain performance criteria, such criteria to be specified by
the Committee at the time of the grant of such shares.

         (c) Transfers Prior to Vesting. Prior to the vesting of a share of
Restricted Stock, a Participant shall be entitled to assign or transfer such
share and all of the rights related thereto to the extent permitted by this
Section 7(c). Any such assignment or transfer must not be for value. Any such
assignment or transfer is limited to an assignment or transfer to: (1) a child,
stepchild, grandchild, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, (2) any person sharing the Participant's household (other than a
tenant or employee), (3) a trust in which the persons described in (1) or (2)
(or the Participant) hold more than 50% of the beneficial interest or (4) a
private foundation in which the persons described in (1) or (2) (or the
Participant) own more than 50% of the voting interests. A transfer to any entity
in which more than 50% of the voting interests are owned by the persons
described in (1) or (2) (or the Participant) in exchange for an interest in that
entity shall not constitute a transfer for value.

         (d) Issuance of Certificates

<PAGE>

                  (1) Except as provided in Sections 7(c) or 7(f), reasonably
         promptly after the Issue Date with respect to shares of Restricted
         Stock, the Company shall cause to be issued a stock certificate,
         registered in the name of the Participant to whom such shares were
         granted, evidencing such shares; provided, that the Company shall not
         cause to be issued such a stock certificate unless it has received a
         stock power duly endorsed in blank with respect to such shares. Each
         such stock certificate shall bear the following legend:

                  The transferability of this certificate and the shares of
                  stock represented hereby are subject to the restrictions,
                  terms and conditions (including forfeiture and restrictions
                  against transfer) contained in the Allied Waste Industries,
                  Inc. 1993 Incentive Stock Plan and an Agreement entered into
                  between the registered owner of such shares and Allied Waste
                  Industries, Inc. A copy of the Plan and Agreement is on file
                  in the office of the Secretary of Allied Waste Industries,
                  Inc., 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale,
                  Arizona 85260.

         Such legend shall not be removed from the certificate evidencing such
         shares until such shares vest pursuant to the terms hereof.

                  (2) Each certificate issued pursuant to Paragraph 7(d)(1),
         together with the stock powers relating to the shares of Restricted
         Stock evidenced by such certificate, shall be held by the Company. The
         Company shall issue to the Participant a receipt evidencing the
         certificates held by it which are registered in the name of the
         Participant.

         (e) Consequences Upon Vesting. Upon the vesting of a share of
Restricted Stock pursuant to the terms hereof, the restrictions of Section 7(c)
hereof shall cease to apply to such share. Reasonably promptly after a share of
Restricted Stock vests pursuant to the terms hereof, the Company shall cause to
be issued and delivered to the Participant to whom such shares were granted, a
certificate evidencing such share, free of the legend set forth in Paragraph
7(d)(1) hereof, together with any other property of the Participant held by
Company pursuant to Section 7(d) hereof; provided, however, that such delivery
shall be effected for all purposes when the Company shall have deposited such
certificate and other property in the United States mail, addressed to the
Participant.

<PAGE>

         (f) Effect of Termination of Employment

                  (1) If the employment of a Participant with the Company shall
         terminate for any reason other than Cause prior to the vesting of
         shares of Restricted Stock granted to such Participant, a portion of
         such shares, to the extent not forfeited or canceled on or prior to
         such termination pursuant to any provision hereof, shall vest on the
         date of such termination. The portion referred to in the preceding
         sentence shall be determined by the Committee at the time of the grant
         of such shares of Restricted Stock and may be based on the achievement
         of any conditions imposed by the Committee with respect to such shares
         pursuant to Section 7(b). Such portion may equal zero, and any
         non-vested shares shall be forfeited as of the commencement of business
         on the date of the Participant's termination of employment.

                  (2) In the event of the termination of a Participant's
         employment for Cause, all shares of Restricted Stock granted to such
         Participant which have not vested as of the commencement of business on
         the date of such termination shall immediately be forfeited.

         (g) Effect of Change in Control. Upon the occurrence of a Change in
Control, all shares of Restricted Stock which have not theretofore vested
(including those with respect to which the Issue Date has not yet occurred)
shall immediately vest.

         (h) Voting and Dividend Rights. The holders of Restricted Stock awarded
under this Plan shall have the same voting, dividend and other rights as the
Company's other stockholders (except that the transfer of such shares is limited
in accordance with Section 7(c) prior to vesting); provided, however, that the
Committee may require in the agreement granting the Restricted Stock that cash
dividends be invested in additional shares of Restricted Stock, subject to the
same conditions and restrictions as the Incentive Award with respect to which
the dividends were paid.

8.       PHANTOM STOCK

         The Committee may grant shares of Phantom Stock pursuant to the Plan.
Each grant of shares of Phantom Stock shall be evidenced by an agreement in such
form as the Committee shall from time to time approve. Each grant of shares of
Phantom Stock shall comply with and be subject to the following terms and
conditions:

         (a) Vesting Date. At the time of the grant of shares of Phantom Stock,
the Committee shall establish a Vesting Date or Vesting Dates with respect to
such shares. The Committee may divide such shares into classes and assign a
different Vesting Date for each class. Provided that all conditions to the
vesting of a share of Phantom Stock imposed pursuant to Section 8(c) hereof are
satisfied, and except as provided in Section 8(d) hereof, upon the occurrence of
the Vesting Date with respect to a share of Phantom Stock, such share shall
vest.

         (b) Benefit Upon Vesting. Upon the vesting of a share of Phantom Stock,
a Participant shall be entitled to receive in cash, within 90 days of the date
on which such share vests, an amount in cash in a lump sum equal to the sum of
(1) the Fair Market Value of a share of Common Stock of

<PAGE>

the Company on the date on which such share of Phantom Stock vests and (2) the
aggregate amount of cash dividends paid with respect to a share of Common Stock
of the Company during the period commencing on the date on which the share of
Phantom Stock was granted and terminating on the date on which such share vests.

         (c) Conditions to Vesting. At the time of the grant of shares of
Phantom Stock, the Committee may impose such restrictions or conditions, not
inconsistent with the provisions hereof, to the vesting of such shares as it, in
its absolute discretion, deems appropriate. By way of example and not by way of
limitation, the Committee may require, as a condition to the vesting of any
class or classes of shares of Phantom Stock, that the Participant or the Company
achieve certain performance criteria, such criteria to be specified by the
Committee at the time of the grant of such shares.

         (d) Effect of Termination of Employment

                  (1) If the employment of a Participant with the Company shall
         terminate for any reason other than Cause prior to the vesting of
         shares of Phantom Stock granted to such Participant, a portion of such
         shares, to the extent not forfeited or canceled on or prior to such
         termination pursuant to any provision, shall vest on the date of such
         termination. The portion referred to in the preceding sentence shall be
         determined by the Committee at the time of the grant of such shares of
         Phantom Stock and may be based on the achievement of any conditions
         imposed by the Committee with respect to such shares pursuant to
         Section 8(c). Such portion may equal zero, and any non-vested shares
         shall be forfeited as of the commencement of business on the date of
         the Participant's termination of employment.

                  (2) In the event of the termination of a Participant's
         employment for Cause, all shares of Phantom Stock granted to such
         Participant which have not vested as of the date of such termination
         shall immediately be forfeited.

         (e) Effect of Change in Control. Upon the occurrence of a Change in
Control, all shares of Phantom Stock which have not theretofore vested shall
immediately vest.

9.       STOCK BONUSES

         The Committee may, in its absolute discretion, grant Stock Bonuses in
such amounts as it shall determine from time to time. A Stock Bonus shall be
paid at such time and subject to such conditions as the Committee shall
determine at the time of the grant of such Stock Bonus. Certificates for shares
of Common Stock granted as a Stock Bonus shall be issued in the name of the
Participant to whom such grant was made and delivered to such Participant as
soon as practicable after the date on which such Stock Bonus is required to be
paid.

10.      CASH BONUSES

<PAGE>

         The Committee may, in its absolute discretion, grant in connection with
any grant of Restricted Stock or Stock Bonus or at any time thereafter, a cash
bonus, payable promptly after the date on which the Participant is required to
recognize income for federal income tax purposes in connection with such
Restricted Stock or Stock Bonus, in such amounts as the Committee shall
determine from time to time; provided, however, that in no event shall the
amount of a Cash Bonus exceed the Fair Market Value of the related shares of
Restricted Stock or Stock Bonus on such date. A Cash Bonus shall be subject to
such conditions as the Committee shall determine at the time of the grant of
such Cash Bonus.

11.      ADJUSTMENT UPON CHANGES IN COMMON STOCK

         (a) Outstanding Restricted Stock and Phantom Stock. Unless the
Committee in its absolute discretion otherwise determines, if a Participant
receives any securities or other property (including dividends paid in cash)
with respect to a share of Restricted Stock, the Issue Date with respect to
which occurs prior to such event, but which has not vested as of the date of
such event, as a result of any dividend, stock split, recapitalization, merger,
consolidation, combination, exchange of shares or otherwise, such securities or
other property will not vest until such share of Restricted Stock vests and
shall be held by the Company pursuant to Paragraph 7(d)(2) hereof.

         The Committee may, in its absolute discretion, adjust any grant of
shares of Restricted Stock, the Issue Date with respect to which has not
occurred as of the date of the occurrence of any of the following events, or any
grant of shares of Phantom Stock, to reflect any dividend, stock split,
recapitalization, merger, consolidation, combination, exchange of shares or
similar corporate change as the Committee may deem appropriate to prevent the
enlargement or dilution of rights of Participants under the grant.

         (b) Outstanding Options, Increase or Decrease in Issued Shares Without
Consideration. Subject to any required action by the shareholders of the
Company, in the event of any increase or decrease in the number of issued shares
of Common Stock resulting from a subdivision or consolidation of shares of
Common Stock or the payment of a stock dividend (but only on the shares of
Common Stock), or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company, the Committee shall
proportionally adjust the number of shares and the exercise price per share of
Common Stock subject to each outstanding Option.

         (c) Outstanding Options, Certain Mergers. Subject to any required
action by the shareholders of the Company, if the Company shall be the surviving
corporation in any merger or consolidation (except a merger or consolidation as
a result of which the holders of shares of Common Stock receive securities of
another corporation), each Option outstanding on the date of such merger or
consolidation shall entitle the Participant to acquire upon exercise the
securities which a holder of the number of shares of Common Stock subject to
such Option would have received in such merger or consolidation.

         (d) Outstanding Options, Certain Other Transactions. In the event of a
dissolution or liquidation of the Company, a sale of all or substantially all of
the Company's assets, a merger or

<PAGE>

consolidation involving the Company in which the Company is not the surviving
corporation or a merger or consolidation involving the Company in which the
Company is the surviving corporation but the holders of shares of Common Stock
receive securities of another corporation and/or other property, including cash,
the Committee shall, in its absolute discretion, have the power to: (1) cancel,
effective immediately prior to the occurrence of such event, each Option
outstanding immediately prior to such event (whether or not then exercisable),
and, in full consideration of such cancellation, pay to the Participant to whom
such Option was granted an amount in cash, for each share of Common Stock
subject to such Option, equal to the excess of (A) the value, as determined by
the Committee in its absolute discretion, of the property (including cash)
received by the holder of a share of Common Stock as a result of such event over
(B) the exercise price of such Option; or (2) provide for the exchange of each
Option outstanding immediately prior to such event (whether or not then
exercisable) for an option on some or all of the property for which such Option
is exchanged and, incident thereto, make an equitable adjustment as determined
by the Committee in its absolute discretion in the exercise price of the option,
or the number of shares or amount of property subject to the option or, if
appropriate, provide for a cash payment to the Participant to whom such Option
was granted in partial consideration for the exchange of the Option.

         (e) Outstanding Options, Other Changes. In the event of any change in
the capitalization of the Company or corporate change other than those
specifically referred to in Sections 11(b), (c) or (d) hereof, the Committee
may, in its absolute discretion, make such adjustments in the number and class
of shares subject to Options outstanding on the date on which such change occurs
and in the per share exercise price of each such Option as the Committee may
consider appropriate to prevent dilution or enlargement of rights.

         (f) No Other Rights. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock subject to an Incentive Award
or the exercise price of any Option.

12.      RIGHTS AS A STOCKHOLDER

         No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any Incentive Award granted
pursuant to this Plan until the date of the issuance of a stock certificate with
respect to such shares. Except as otherwise expressly provided in Section 11
hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.

13.      NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD

<PAGE>

         Nothing contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the continuation of his employment by
the Company or interfere in any way with the right of the Company, subject to
the terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Incentive
Award.

         No person shall have any claim or right to receive an Incentive Award
hereunder. The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant or any other Participant or other person at any time nor preclude
the Committee from making subsequent grants to such Participant or any other
Participant or other person.

14. SECURITIES MATTERS

(a) The Company shall be under no obligation to effect the registration pursuant
to the Securities Act of any shares of Common Stock to be issued hereunder or to
effect similar compliance under any state laws. Notwithstanding anything herein
to the contrary, the Company shall not be obligated to cause to be issued or
delivered any certificates evidencing shares of Common Stock pursuant to the
Plan unless and until the Company is advised by its counsel that the issuance
and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities
exchange on which shares of Common Stock are traded. The Committee may require,
as a condition of the issuance and delivery of certificates evidencing shares of
Common Stock pursuant to the terms hereof, that the recipient of such stock make
such covenants, agreements and representations, and that such certificates bear
such legends, as the Committee, in its sole discretion, deems necessary or
desirable.

(b) The exercise of any Option granted hereunder shall only be effective at such
time as counsel to the Company shall have determined that the issuance and
delivery of shares of Common Stock pursuant to such exercise is in compliance
with all applicable laws, regulations of governmental authorities and the
requirements of any securities exchange on which shares of Common Stock are
traded. The Company may, in its sole discretion, defer the effectiveness of any
exercise of an Option granted hereunder in order to allow the issuance of shares
of Common Stock pursuant thereto to be made pursuant to registration or an
exemption from registration or other methods for compliance available under
federal or state securities laws. The Company shall inform the Participant in
writing of its decision to defer the effectiveness of the exercise of an Option
granted hereunder. During the period that the effectiveness of the exercise of
an Option has been deferred, the Participant may, by written notice, withdraw
such exercise and obtain the refund of any amount paid with respect thereto.

(c) It is intended that the Plan and any grant of an Incentive Award made to a
person subject to Section 16 of the Exchange Act meet all of the requirements of
Rule 16b-3 promulgated thereunder. If any provision of the Plan or any Incentive
Award would disqualify the Plan or the Incentive Award, or would otherwise not
comply with Rule 16b-3, such provision or Incentive

<PAGE>

Award shall be construed or deemed amended to conform to Rule 16b-3 to the
extent permitted by applicable law and deemed advisable by the Board.

15.      WITHHOLDING TAXES

         Whenever shares of Common Stock are to be issued upon the exercise of
an Option, the occurrence of the Issue Date or Vesting Date with respect to a
share of Restricted Stock or the payment of a Stock Bonus, the Company shall
have the right to require the Participant to remit to the Company in cash an
amount sufficient to satisfy federal, state and local withholding tax
requirements, if any, attributable to such exercise, occurrence or payment prior
to the delivery of any certificate or certificates for such shares. In addition,
upon the grant of a Cash Bonus or the making of a payment with respect to a
share of Phantom Stock, the Company shall have the right to withhold from any
cash payment required to be made pursuant thereto an amount sufficient to
satisfy the federal, state and local withholding tax requirements, if any,
attributable to such exercise or grant.

16.      AMENDMENT OF THE PLAN

         The Board of Directors may at any time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever; provided, however, that without
approval of the shareholders no revision or amendment shall (a) except as
provided in Section 11 hereof, increase the number of shares of Common Stock
that may be issued under the Plan; (b) materially increase the benefits accruing
to an individual holding Incentive Awards granted pursuant to the Plan; or (c)
materially modify the requirements as to eligibility for participation in the
Plan.

17.      NO OBLIGATION TO EXERCISE

         The grant to a Participant of an Option shall impose no obligation upon
such Participant to exercise such Option.

18.      TRANSFERS UPON DEATH

         Upon the death of a Participant, outstanding Incentive Awards granted
to such Participant may be exercised only by the executors or administrators of
the Participant's estate or by any person or persons who shall have acquired
such right to exercise by will or by the laws of descent and distribution or by
assignment or transfer from the Participant as contemplated by Sections 6(c)(6)
and 7(c) above. No transfer by will or the laws of descent and distribution, or
as contemplated by Sections 6(c)(6) and 7(c) above, of any Incentive Award, or
the right to exercise any Incentive Award, shall be effective to bind the
Company unless the Committee shall have been furnished with (a) written notice
thereof and with a copy of the will, assignment, or transfer document and/or
such evidence as the Committee may deem necessary to establish the validity of
the transfer and (b) an agreement by the transferee to comply with all the terms
and conditions of the Incentive Award that are or would have been applicable to
the Participant and to be bound by the acknowledgments made by the Participant
in connection with the grant of the Incentive Award.

<PAGE>

19.      EXPENSES AND RECEIPTS

         The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.

20.      FAILURE TO COMPLY

         In addition to the remedies of the Company elsewhere provided for
herein, failure by a Participant to comply with any of the terms and conditions
of the Plan or the agreement executed by such Participant evidencing an
Incentive Award, unless such failure is remedied by such Participant within ten
days after having been notified of such failure by the Committee, shall be
grounds for the cancellation and forfeiture of such Incentive Award, in whole or
in part as the Committee, in its absolute discretion, may determine.

21.      EFFECTIVE DATE AND TERM OF PLAN

         The Plan was adopted by the Board of Directors on February 23, 1993,
subject to approval by the stockholders of the Company at its annual meeting on
May 19, 1993, in accordance with applicable law, the requirements of Section 422
of the Code and the requirements of Rule 16b-3 under Section 16(b) of the
Exchange Act. No Incentive Award may be granted under the Plan after February
23, 2003. Incentive Awards may be granted under the Plan at any time prior to
the receipt of such stockholder approval; provided, however, that each such
grant shall be subject to such approval. Without limitation on the foregoing, no
Option may be exercised prior to the receipt of such approval, no share
certificate shall be issued pursuant to a grant of Restricted Stock or Stock
Bonus prior to the receipt of such approval and no Cash Bonus or payment with
respect to a share of Phantom Stock shall be paid prior to the receipt of such
approval. If the Plan is not so approved prior to May 19, 1993, then the Plan
and all Incentive Awards then outstanding hereunder shall forthwith
automatically terminate and be of no force and effect.

22.      DEFERRAL OF DELIVERY OF SHARES

         The Committee (in its sole discretion) may permit or require a
Participant who receives an Incentive Award to have Common Shares that would
otherwise be delivered to the Participant converted into a deferred compensation
account established for such Participant by the Committee as

<PAGE>

an entry on the Company's books. Such amounts shall be determined by reference
to the Fair Market Value of such Common Shares as of the date they otherwise
would have been delivered to the Participant. A deferred compensation account
established under this Section 22 may be credited with interest or other forms
of investment return, as determined by the Committee. A Participant for whom
such an account is established shall have no rights other than those of a
general creditor of the Company. Such an account shall represent an unfunded and
unsecured obligation of the Company and shall be subject to the terms and
conditions of the applicable agreement between the Participant and the Company;
provided, however, that the Committee may elect to establish a trust for the
purpose of securing any such obligation. If the deferral of Incentive Awards is
permitted or required, the Committee (in its sole discretion) may establish
rules, procedures and forms pertaining to such Incentive Awards, including
(without limitation) the settlement of deferred compensation accounts
established under this Section 22.

23.      COMPLIANCE WITH THE EXCHANGE ACT

         With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provisions of the Plan or action by the Committee or Board fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee or Board.

24.      VESTING OF FRACTIONAL AMOUNTS

         With respect to any Incentive Award that vests in a manner that would
result in fractional shares of Common Stock being issued, any fractional share
which would be one-half or greater a share shall be rounded up to a full share,
and any fractional share which is less than one-half a share shall not be vested
or issued unless and until the last increment of such Incentive Award becomes
vested.

                                        ALLIED WASTE INDUSTRIES, INC.,
                                        a Delaware corporation

                                        By _____________________________________
                                           Steven M. Helm, Vice President, Legal
                                           and Corporate Secretary


</TEXT>
</DOCUMENT>
