ALLIED WASTE INDUSTRIES INC
EX-10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>p69046exv10w3.txt
<DESCRIPTION>EX-10.3
<TEXT>
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                                                                    EXHIBIT 10.3

                         EXECUTIVE EMPLOYMENT AGREEMENT

         ALLIED WASTE INDUSTRIES, INC., a Delaware corporation ("Company") and
PETER S. HATHAWAY ("Executive") enter into this Executive Employment Agreement
("Agreement") effective January 1, 2004 ("Effective Date"), to set forth the
terms and conditions of Executive's employment. This Agreement supersedes any
prior employment agreement(s) between the parties. The parties agree as follows:

         1.       CERTAIN DEFINITIONS AND UNDERSTANDINGS. As used in this
Agreement, the following terms have the meanings prescribed below:

                  Applicable Period is defined in Section 10.3.

                  Annual Incentive Compensation is defined in Section 4.2.

                  Base Salary is defined in Section 4.1.

                  Beneficial Owner is defined in Rule 13(d)-3 under the Exchange
Act; provided, however, and without limitation, that any individual,
corporation, partnership, group, association or other person or entity that has
the right to acquire any Voting Stock at any time in the future, whether such
right is (a) contingent or absolute, or (b) exercisable presently or at any time
in the future, pursuant to any agreement or understanding or upon the exercise
or conversion of rights, options or warrants, or otherwise, shall be the
Beneficial Owner of such Voting Stock.

                  Cash Termination Excise Tax is defined in Section 6.6(a).

                  Cash Termination Payment is defined in Section 6.6(a).

                  Cause is defined in Section 5.3.

                  Change in Control of the Company means one of the following:
(a) the Company merges or consolidates, or agrees to merge or to consolidate,
with any other corporation (other than a wholly-owned direct or indirect
subsidiary of the Company) and is not the surviving corporation (or survives as
a subsidiary of another corporation), (b) the Company sells, or agrees to sell,
all or substantially all of its assets to any other person or entity, (c) the
Company is dissolved, (d) any third person or entity (other than Apollo
Advisors, L.P., The Blackstone Group L.P., or a trustee or committee of any
qualified employee benefit plan of the Company) together with its Affiliates
shall become (by tender offer or otherwise), directly or indirectly, the
Beneficial Owner of at least 30% of the Voting Stock of the Company, or (e) the
individuals who constitute the Board of Directors of the Company as of the
Effective Date ("Incumbent Board") shall cease for any reason to constitute at
least a majority of the Board of Directors; provided, that any person becoming a
director whose

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election or nomination for election was approved by a majority of the members of
the Incumbent Board shall be considered, for the purposes of this Agreement, a
member of the Incumbent Board.

                  Change in Control Date is defined in Section 6.5.

                  Code means the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated by the Internal Revenue Service
thereunder.

                  Common Stock means the Company's common stock, par value $.01
per share.

                  Company means Allied Waste Industries, Inc., a Delaware
corporation.

                  Compensation Plans is defined in Section 4.6.

                  Confidential Information is defined in Section 7.2.

                  Continuing Obligations is defined in Section 3.

                  Date of Termination means the earliest to occur of (a) the
date of the Executive's death, or (b) the date specified in the Notice of
Termination, in accordance with Section 5.8.

                  Disability means an illness or other disability which prevents
the Executive from discharging his responsibilities under this Agreement for a
period of 180 consecutive calendar days, or an aggregate of 180 calendar days in
any calendar year, during the Term, all as determined in good faith by the Board
of Directors of the Company (or a committee thereof).

                  Effective Date means January 1, 2004.

                  Exchange Act means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the Securities and
Exchange Commission thereunder.

                  Executive means Peter S. Hathaway.

                  Good Reason is defined in Section 5.5.

                  LTIP means the Long-Term Incentive Plan.

                  Notice of Termination is defined in Section 5.8.

                  Retirement is defined in Section 5.7.

                  Share Price has the same meaning as "Fair Market Value" as
that term is defined in the Company's 1991 Incentive Stock Plan, as amended.

                  Targeted Annual Incentive Compensation is defined in Section
4.2.

                  Term is defined in Section 3.

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                  Threshold Share Price means (a) in the case of the one (1)
year period following the Effective Date, a Share Price of $18 or more, or (b)
in the case of subsequent years, a Share Price which is at least fifteen percent
(15%) greater than the Threshold Share Price for the preceding one (1) year
period.

                  Vacation Time is defined in Section 4.3.

                  Voting Stock means all outstanding shares of capital stock of
the Company entitled to vote generally in an election of directors; provided,
however, that if the Company has shares of Voting Stock entitled to more or less
than one (1) vote per share, each reference to a proportion of the issued and
outstanding shares of Voting Stock shall be deemed to refer to the proportion of
the aggregate votes entitled to be cast by the issued and outstanding shares of
Voting Stock.

                  Welfare Plans is defined in Section 4.7.

                  Without Cause is defined in Section 5.4.

                  In addition, throughout this Agreement, the parties have
defined certain words and intend for those definitions to apply whenever the
parties have used a defined word in this Agreement. One of the defined terms is
"Company" which means Allied Waste Industries, Inc. However, the parties expect
that some or all of the Company's obligations under this Agreement will be
fulfilled through its parent, subsidiary, related, or successor companies or
businesses (which will be called "Affiliates" in this Agreement). Accordingly,
Executive acknowledges that the discharge of any obligation of the Company under
this Agreement, which may be through the acts of one or more Affiliates,
discharges any such obligation of the Company. Moreover, the obligations
Executive assumes under this Agreement will be owed to the Company and to its
Affiliates. Accordingly, the parties expressly intend for the Affiliates to be
third-party beneficiaries of the promises made and obligations assumed by
Executive in this Agreement.

         2.       GENERAL DUTIES OF COMPANY AND EXECUTIVE.

                  2.1.     The Company will employ the Executive as its
Executive Vice President and Chief Financial Officer. The Executive's authority,
duties and responsibilities shall be those assigned by the Company's Board of
Directors (or a committee thereof) and agreed to by the Executive; his duties as
of the Effective Date shall be as described in Exhibit A attached to this
Agreement. The Executive shall devote reasonable time and attention during
normal business hours to the affairs of the Company and use his best efforts to
perform faithfully and efficiently his duties and responsibilities. The
Executive may (a) serve on corporate, civic or charitable boards or committees,
(b) deliver lectures, fulfill speaking engagements or teach at educational
institutions, and (c) manage personal investments, so long as such activities do
not significantly interfere with the performance of the Executive's duties and
responsibilities.

                  2.2.     The Executive agrees and acknowledges that he owes a
fiduciary duty of loyalty, fidelity and allegiance to act at all times in the
best interests of the Company and to do no act and to make no statement, oral or
written, which would injure the Company's business, its interests or its
reputation. The Executive also agrees that he shall not knowingly become
involved in a conflict of interest with the Company and, upon discovery of any
such conflict, that he will inform the Company of the conflict and will not
allow the conflict to continue.

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                  2.3.     The Executive agrees to comply at all times with all
applicable policies, rules and regulations of the Company, including, without
limitation, the Company's Code of Ethics and the Company's policies regarding
trading in Common Stock, as each is in effect from time to time.

         3.       TERM. The "Term" of this Agreement shall be a continuous
period of two (2) years (i.e., on any given date the Term shall be a period of
two years from that date), beginning on the Effective Date, unless this
Agreement is terminated earlier pursuant to Section 5 of this Agreement, in
which case the Term shall end on the Date of Termination. Neither the
termination of this Agreement nor the consequent end of the Term shall affect
the Company's obligations under Section 6 of this Agreement or the Executive's
obligations under Sections 7 through 10 of this Agreement (or under Section 2.3
with respect to the Company's policies regarding trading in Common Stock)
(collectively, "Continuing Obligations").

         4.       COMPENSATION AND BENEFITS.

                  4.1.     Base Salary. As compensation for services to the
Company during the Term, the Company shall pay to the Executive until the Date
of Termination a base salary at the annual rate of Five Hundred Seventy-Five
Thousand Dollars ($575,000.00) or such other rate as may be specified from time
to time by the Board of Directors (or a committee thereof) in its discretion
("Base Salary"). The Base Salary shall be payable in equal bi-weekly
installments or in accordance with the Company's established policy, subject
only to such payroll and withholding deductions as may be required by law and
other deductions applied generally to employees of the Company for insurance and
other employee benefit plans. For all purposes under this Agreement, the
Executive's Base Salary shall include any portion thereof which is deferred
under any nonqualified plan or arrangement.

                  4.2.     Annual Incentive Compensation. In addition to Base
Salary, the Executive shall be awarded, for each fiscal year during the Term
until the Date of Termination, annual cash incentive compensation (either
pursuant to an incentive plan or program of the Company or otherwise) in an
amount to be determined by the Board of Directors (or a committee thereof) in
its sole discretion ("Annual Incentive Compensation"). "Targeted Annual
Incentive Compensation", earned upon the achievement of one hundred percent
(100%) of the annual target goals for the Executive, shall be one hundred
percent (100%) of the Executive's Base Salary, unless otherwise determined by
the Board of Directors (or a committee thereof) in its sole discretion. All such
Annual Incentive Compensation shall be payable at a time to be determined by the
Board of Directors (or a committee thereof) in its sole discretion. For all
purposes under this Agreement, the Executive's Annual Incentive Compensation
shall include any portion thereof which is deferred under any nonqualified plan
or arrangement.

                  4.3.     Vacation Time. Commencing on the Effective Date and
continuing until the Date of Termination, for each full calendar year in which
the Executive is employed under this Agreement, the Executive shall be entitled
to four (4) weeks paid vacation ("Vacation Time"). For any partial calendar year
during which the Executive is employed under this Agreement, he will be entitled
to a prorated amount of Vacation Time, based on the number of weeks worked in
the calendar year pursuant to the Company's then current vacation policy.
Vacation Time must be

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taken during the calendar year in which it accrued and will be forfeited at the
end of the calendar year if not used.

                  4.4.     Automobile Allowance. Commencing on the Effective
Date and continuing until the Date of Termination, the Executive shall receive
an automobile allowance of Six Hundred Dollars ($600.00) per month ("Automobile
Allowance"). The Board of Directors (or a committee thereof), in its discretion,
may increase the Automobile Allowance based upon relevant circumstances.

                  4.5.     Club Membership Dues. Commencing on the Effective
Date and continuing until the Date of Termination, the Executive shall receive
an amount per month equal to the monthly membership dues (i.e., the regular
membership fee, and not incidental or ancillary charges such as food, beverages,
rentals, coaching, training, supplies, therapy, spa, etc.) which the Executive
pays for one club or organization of Executive's choice.

                  4.6.     Incentive, Savings, Retirement and Stock Plans. The
Executive shall be entitled to participate in and be eligible to receive
benefits under all executive incentive, savings, retirement and stock (including
any stock option, restricted stock, restricted stock units, phantom stock and
other stock rights and interests, including derivative interests) plans and
programs currently maintained or hereinafter established by the Company for the
benefit of its executive officers and/or employees (collectively "Compensation
Plans"). The Executive's participation in all such Compensation Plans shall be
governed by the terms and provisions of each such Compensation Plan.

                  4.7.     Welfare Plans. The Executive shall be eligible to
participate in and shall receive all benefits under each welfare benefit plan of
the Company currently maintained or subsequently established by the Company for
the benefit of its employees. Such welfare benefit plans may include medical,
dental, vision, disability, group life, accidental death and travel accident
insurance plans and programs (collectively "Welfare Plans"). The Executive's
participation in the Welfare Plans shall be subject to the terms and conditions
of each Welfare Plan.

                  4.8.     Reimbursement of Expenses. The Executive may from
time to time during the Term incur various business expenses customarily
incurred by persons holding positions of like responsibility, including, without
limitation, travel, entertainment and similar expenses incurred for the benefit
of the Company. Subject to the Company's policy regarding the reimbursement of
such expenses as in effect from time to time during the Term, which does not
necessarily allow reimbursement of all such expenses, and following the
Company's receipt of proper documentation for such expenses, the Company shall
reimburse the Executive for such expenses from time to time, at the Executive's
request, and the Executive shall account to the Company for all such expenses.

                  4.9.     Indemnification and Insurance. At all times during
the term of this Agreement, and for such additional periods as are provided for
in this Agreement, the Executive shall be covered under the Company's directors'
and officers' liability insurance, if any, to the extent such coverage is
commercially feasible, and under a separate Indemnification Agreement with the
Company.

         5.       TERMINATION.

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                  5.1.     Death. This Agreement shall terminate automatically
upon the death of the Executive.

                  5.2.     Disability. The Company may terminate this Agreement,
upon written notice to the Executive delivered in accordance with Sections 5.8
and 11.1, upon the Disability of the Executive.

                  5.3.     Cause. The Company may terminate this Agreement, upon
written notice to the Executive delivered in accordance with Sections 5.8 and
11.1, for Cause. For purposes of this Agreement, "Cause" means (a) the
conviction of the Executive for a felony, (b) the Executive's willful refusal,
without proper legal cause, to perform his duties and responsibilities as
contemplated in this Agreement, or (c) the Executive's willfully engaging in
activities which (1) constitute a breach of any term of this Agreement, the
Company's Code of Ethics, the Company's policies regarding trading in Common
Stock, reimbursement of business expenses, or any other applicable policies,
rules or regulations of the Company or (2) result in a material injury to the
business, condition (financial or otherwise), results of operations, or
prospects of the Company or its Affiliates (as determined in good faith by the
Board of Directors of the Company or a committee thereof). For purposes of the
definition of "Cause," no act or failure to act shall be considered "willful"
unless it is done, or omitted to be done, in bad faith without reasonable belief
that the action or omission was in the best interests of the Company.

                  5.4.     Without Cause. The Company may terminate this
Agreement Without Cause, upon written notice to the Executive delivered in
accordance with Sections 5.8 and 11.1. For purposes of this Agreement, the
Executive will be deemed to have been terminated "Without Cause" if the
Executive is terminated by the Company for any reason other than Cause,
Disability or death.

                  5.5.     Good Reason. The Executive may terminate this
Agreement for Good Reason, upon written notice to the Company delivered in
accordance with Sections 5.8 and 11.1. For purposes of this Agreement, "Good
Reason" means (a) the assignment to the Executive of any duties that are
materially inconsistent with the Executive's duties or responsibilities as
contemplated in this Agreement, (b) any other action by the Company which
results in a material diminishment in the Executive's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities (provided, however, that a temporary diminishment, whether
material or not, due to the Executive's illness or injury will not constitute
grounds for a termination for Good Reason by the Executive), (c) any material
breach by the Company of any of the provisions of this Agreement, (d) requiring
the Executive to relocate permanently to any office or location, except in the
Phoenix-Scottsdale metropolitan area or any other location to which the majority
of the Company's executive officers are relocated, without his consent, (e) any
material reduction, or attempted material reduction, at any time during the
Term, of the Base Salary or of any of the compensation or benefits described in
Article 4 of this Agreement (provided, however, that any change in the targeted
percentage for purposes of determining the Executive's Annual Incentive
Compensation, any change in the Company's reimbursement policies, or any change
in any Compensation Plans or Welfare Plans, which affects a majority of the
employees covered by those policies or plans, shall not be considered "Good
Reason").

<PAGE>

                  5.6.     Without Good Reason. The Executive may terminate this
Agreement Without Good Reason, upon written notice to the Company delivered in
accordance with Sections 5.8 and 11.1. For purposes of this Agreement, the
Executive will be deemed to have terminated "Without Good Reason" if the
Executive terminates this Agreement for any reason other than Good Reason or due
to the Executive's death or Retirement.

                  5.7.     Retirement. The Executive may terminate this
Agreement upon Retirement, upon written notice to the Company delivered in
accordance with Sections 5.8 and 11.1. For purposes of this Agreement,
"Retirement" means the Executive's bona fide retirement from the Company.

                  5.8.     Notice of Termination. Any termination of this
Agreement by the Company for Cause, Without Cause or as a result of the
Executive's Disability, or by the Executive for Good Reason or Without Good
Reason or upon Retirement shall be communicated by a Notice of Termination to
the other party. A "Notice of Termination" means a written notice which (a)
indicates the specific termination provision in this Agreement relied upon and
(b) if the termination is by the Company for Cause or by the Executive for Good
Reason, sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated. The Notice of Termination must specify the Date of
Termination. In the case of a termination by the Company for Cause or due to the
Executive's Disability or by the Executive for Good Reason or due to Retirement,
the Date of Termination may be as early as the date notice is given but no later
than thirty (30) calendar days after notice is given, unless otherwise agreed to
in writing by both parties. In the case of a termination by the Company Without
Cause or by the Executive Without Good Reason, the Date of Termination may be as
early as fourteen (14) calendar days after notice is given but no later than
sixty (60) calendar days after notice is given, unless otherwise agreed to by
the parties in writing. The Notice of Termination shall also conform with the
provisions of Section 11.1.

         6.       OBLIGATIONS OF COMPANY UPON TERMINATION.

                  6.1.     Cause, Without Good Reason. If this Agreement is
terminated either by the Company for Cause or by the Executive Without Good
Reason, the Company shall pay to the Executive, in a lump sum cash payment
within thirty (30) days after the Date of Termination, the aggregate of (a) any
unpaid portion of the Executive's Base Salary (as in effect on the Date of
Termination) owing as of the Date of Termination, (b) any accrued but unpaid
Vacation Time as of the Date of Termination, and (c) in the case of compensation
previously deferred by the Executive, all amounts of such compensation
previously deferred and not yet paid by the Company (unless such payment is
inconsistent with the terms of either any payment election made by the Executive
with respect to such deferred compensation or the applicable plan). The Company
also shall promptly pay or reimburse to the Executive any costs and expenses
(and moving and relocation expenses, if otherwise agreed to by the Company in
writing) paid or incurred by the Executive which would have been payable under
Section 4.8 of this Agreement if the Executive's employment had not terminated.

                           All other obligations of the Company and rights of
the Executive hereunder shall terminate effective as of the Date of Termination;
provided, however, that the Executive's rights under any Compensation Plan or
Welfare Plan shall be governed by the terms and provisions of each such plan and
are not necessarily severed on the Date of Termination.

<PAGE>

                  6.2.     Death or Disability. If this Agreement is terminated
as a result of the Executive's death or Disability:

                           (a)      The Company shall pay to the Executive (or
to his estate, in the event the Executive is deceased) the following amounts:

                                    (1)      any unpaid portion of the
         Executive's Base Salary (as in effect on the Date of Termination)
         through the Date of Termination, any unpaid portion of the Annual
         Incentive Compensation previously awarded to the Executive, and any
         accrued but unpaid Vacation Time as of the Date of Termination, in a
         lump sum cash payment within thirty (30) days after the Date of
         Termination;

                                    (2)      an amount equal to two (2) times
         the sum of the Executive's Base Salary (as in effect on the Date of
         Termination) plus the Executive's Target Annual Incentive Compensation
         for the fiscal year during which the Date of Termination occurs, in
         bi-weekly installments over a two (2) year period following the
         Executive's Date of Termination. The Company shall, to the extent
         feasible, purchase insurance to cover all or any part of the obligation
         contemplated in the foregoing sentence, and the Executive agrees to
         submit to a physical examination and otherwise cooperate with the
         Company to facilitate the procurement of such insurance; and

                                    (3)      in the case of compensation
         previously deferred by the Executive, all amounts of such compensation
         previously deferred and not yet paid by the Company in a lump sum cash
         payment within thirty (30) days after the Date of Termination (unless
         such payment is inconsistent with either the terms of any payment
         election made by the Executive with respect to such deferred
         compensation or the applicable plan).

                           (b)      The Company shall, promptly upon submission
by the Executive (or his estate) of supporting documentation, pay or reimburse
to the Executive any costs and expenses (and moving and relocation expenses, if
otherwise agreed to by the Company in writing) paid or incurred by the Executive
which would have been payable under Section 4.8 of this Agreement if the
Executive's employment had not terminated.

                           (c)      The Company shall continue providing
medical, dental, and/or vision coverage to the Executive and/or the Executive's
spouse and dependents, at least equal to that which would have been provided to
him under Section 4.7 if the Executive's employment had not terminated, if such
coverage continues to be available to the Company, until the earlier of (1) the
date the Executive becomes eligible for any comparable medical, dental, or
vision coverage provided by any other employer, (2) the date the Executive
becomes eligible for Medicare or any similar government-sponsored or provided
health care program (whether or not such coverage is equivalent to that provided
by the Company), or (3) the fifth anniversary of the Executive's Date of
Termination. Notwithstanding the foregoing, the medical, dental, and/or vision
coverage provided under this Section 6.2(c) shall cease immediately if the
Executive violates any of his Continuing Obligations.

                           (d)      Whenever compensation is payable to the
Executive under this Agreement during a period in which he is partially or
totally disabled, and such Disability would

<PAGE>

(except for the provisions of this Agreement) entitle the Executive to
Disability income or salary continuation payments from the Company according to
the terms of any plan or program presently maintained or hereafter established
by the Company, the Disability income or salary continuation paid to the
Executive pursuant to any such plan or program shall be considered a portion of
(and not in addition to) the payment to be made to the Executive pursuant to
this Section 6.2. If disability income is payable directly to the Executive by
an insurance company under the terms of an insurance policy paid for by the
Company, the amounts paid to the Executive by such insurance company shall be
considered a portion of the payment (and not in addition to the payment) to be
made to the Executive pursuant to this Section 6.2.

                           (e)      All other obligations of the Company and
rights of the Executive hereunder shall terminate effective as of the Date of
Termination; provided, however, that except as otherwise specifically modified
by the terms of this Agreement the Executive's rights under the Compensation
Plans and Welfare Plans shall be governed by the terms and provisions of those
Plans and are not necessarily severed on the Date of Termination.

                           (f)      The Executive (or the Executive's estate, as
the case may be) shall continue to vest and, if applicable, continue to be
permitted to exercise, all of the rights and interests awarded to the Executive
under the Company's stock plans, as if the Executive were still employed by the
Company, for a period of three (3) years following the Date of Termination (or,
if less, for the remainder of the stated terms of the rights or interests).

                           (g)      The Executive (or the Executive's estate, as
the case may be) shall continue to be covered under the Company's directors' and
officers' liability insurance, if any, to the extent such coverage is
commercially feasible, and under his separate Indemnification Agreement with the
Company, as if the Executive's employment had not terminated, for a period of
ten (10) years following his Date of Termination (or, in the case of the
Indemnification Agreement, for such longer term as may be provided for in the
Indemnification Agreement).

                  6.3.     Good Reason; Without Cause. If this Agreement is
terminated either by the Executive for Good Reason or by the Company Without
Cause (other than in connection with a Change in Control as described in Section
6.5):

                           (a)      The Company shall pay to the Executive the
following amounts:

                                    (1)      any unpaid portion of the
         Executive's Base Salary (as in effect on the Date of Termination)
         through the Date of Termination, any unpaid portion of the Annual
         Incentive Compensation previously awarded to the Executive, and any
         accrued but unpaid Vacation Time as of the Date of Termination, in a
         lump sum cash payment within thirty (30) days after the Date of
         Termination;

                                    (2)      an amount equal to three (3) times
         the sum of the Executive's Base Salary (as in effect on the Date of
         Termination) plus the Executive's Targeted Annual Incentive
         Compensation for the fiscal year during which the Date of Termination
         occurs, in bi-weekly installments over a three (3) year period
         following the Date of Termination, provided that such payments shall
         cease immediately if the Executive violates any of his Continuing
         Obligations; and

<PAGE>

                                    (3)      in the case of compensation
         previously deferred by the Executive, all amounts of such compensation
         previously deferred and not yet paid by the Company in a lump sum cash
         payment within thirty (30) days after the Date of Termination (unless
         such payment is inconsistent with either the terms of any payment
         election made by the Executive with respect to such deferred
         compensation or the applicable plan).

                           (b)      The Company shall promptly pay or reimburse
to the Executive any costs and expenses (and moving and relocation expenses, if
otherwise agreed to by the Company in writing) paid or incurred by the Executive
which would have been payable under Section 4.8 of this Agreement if the
Executive's employment had not terminated.

                           (c)      The Company shall continue providing
medical, dental, and/or vision coverage to the Executive and/or the Executive's
spouse and dependents, at least equal to that which would have been provided to
the Executive under Section 4.7 if the Executive's employment had not
terminated, until the earlier of (1) the date the Executive becomes eligible for
any comparable medical, dental, or vision coverage provided by any other
employer, (2) the date the Executive becomes eligible for Medicare or any
similar government-sponsored or provided health care program (whether or not
such coverage is equivalent to that provided by the Company), or (3) the fifth
anniversary of the Executive's Date of Termination; provided that such coverage
shall cease immediately if the Executive violates any of his Continuing
Obligations.

                           (d)      The Executive (or the Executive's estate, as
the case may be) shall continue to vest and, if applicable, continue to be
permitted to exercise, all of the rights and interests awarded to the Executive
under the Company's stock plans, as if the Executive were still employed by the
Company, for a period of three (3) years following the Date of Termination (or,
if less, for the remainder of the stated terms of the rights and interests).
Notwithstanding any contrary provision of the LTIP, the Executive's Awards for
the Performance Cycles (as defined in the LTIP) in effect as of the Date of
Termination shall be prorated in the manner described in Section 8(a) of the
LTIP.

                           (e)      The Executive shall continue to be covered
under the Company's directors' and officers' liability insurance, if any, to the
extent such coverage is commercially feasible, and under his separate
Indemnification Agreement with the Company, as if the Executive's employment had
not terminated, for a period of ten (10) years following his Date of Termination
(or, in the case of the Indemnification Agreement, for such longer term as may
be provided for in the Indemnification Agreement).

                           (f)      All other obligations of the Company and
rights of the Executive hereunder shall terminate effective as of the Date of
Termination; provided, however, that except as otherwise specifically modified
by the terms of this Agreement the Executive's rights under the Compensation
Plans and Welfare Plans shall be governed by the terms and provisions of these
Plans and are not necessarily severed on the Date of Termination.

                           (g)      Notwithstanding anything to the contrary, if
this Agreement is terminated either by the Executive for Good Reason or by the
Company Without Cause (other than in connection with a Change in Control as
described in Section 6.5) and the Date of Termination is within one (1) year of
the date on which the Executive would have satisfied the criteria for
eligibility for maximum retirement payments as specified in Section 6.4(d)(1)
below, the

<PAGE>

termination will be deemed to have been in contemplation of the Executive's
Retirement, and the rights and obligations of the parties shall be governed by
Section 6.4 rather than this Section 6.3.

                           (h)      The Company shall (through an agency of
Company's choosing) provide outplacement services to the Executive for a period
of one (1) year following the Date of Termination, provided that the cost of
such services shall not exceed $50,000 (or such higher amount as may be approved
by the Board of Directors (or a committee thereof).

                  6.4      Retirement. If this Agreement is terminated by the
Executive due to Retirement:

                           (a)      The Company shall pay to the Executive, in a
lump sum cash payment within thirty (30) days after the Date of Termination, the
aggregate of the following amounts: (1) any unpaid portion of the Executive's
Base Salary (as in effect on the Date of Termination) through the Date of
Termination; (2) any unpaid portion of the Annual Incentive Compensation
previously awarded to the Executive; (3) any accrued but unpaid Vacation Time as
of the Date of Termination; and (4) in the case of compensation previously
deferred by the Executive, all amounts of such compensation previously deferred
and not yet paid by the Company (unless such payment is inconsistent with either
the terms of any payment election made by the Executive with respect to such
deferred compensation or the applicable plan).

                           (b)      The Company shall promptly pay or reimburse
to the Executive any costs and expenses (and moving and relocation expenses, if
otherwise agreed to by the Company in writing) paid or incurred by the Executive
which would have been payable under Section 4.8 of this Agreement if the
Executive's employment had not terminated.

                           (c)      The Company shall continue providing
medical, dental, and/or vision coverage to the Executive and/or the Executive's
family, at least equal to that which would have been provided to the Executive
under Section 4.7 if the Executive's employment had not terminated, until the
earlier of (1) the date the Executive becomes eligible for any comparable
medical, dental, or vision coverage provided by any other employer, or (2) the
date the Executive becomes eligible for Medicare or any similar
government-sponsored or provided health care program (whether or not such
coverage is equivalent to that provided by the Company), provided that such
coverage shall cease immediately if the Executive violates any of his Continuing
Obligations. Following the date on which the Executive becomes eligible for
coverage under Medicare, the Executive may, at his election, continue to be
covered under the Company's health coverage, if available, provided that the
Executive pays all applicable premiums charged by the Company or its third-party
provider(s).

                           (d)      The Company shall pay to the Executive, in
equal bi-weekly installments over a period of ten (10) years, beginning with the
next bi-weekly payroll period following the Date of Termination, full or partial
retirement payments, as provided below:

                                    (1)      If, as of the Date of Termination,
         the sum of the Executive's age and years of service with the Company
         equal at least sixty-three (63), the Executive is at least fifty-five
         (55) years old, and the Executive has completed at least nine (9) years
         of service with the Company, the Executive is entitled to maximum
         retirement payments for each year during the ten (10) year payment
         period equal to the product of sixty percent

<PAGE>

         (60%) of the Executive's average Base Salary during the three (3)
         consecutive full calendar years of employment immediately preceding the
         Date of Termination (or, if less than three years, the average for the
         actual number of whole calendar years during which the Executive was
         employed by the Company). Notwithstanding the foregoing, if, as of the
         Date of Termination, the sum of the Executive's age and years of
         service with the Company equal at least sixty-three (63) and the
         Executive has completed at least nine (9) years of service with the
         Company, but the Executive is younger than age fifty-five (55), the
         Executive shall be entitled to deferred maximum retirement payments, in
         the amount and form described in the preceding sentence, beginning with
         the next bi-weekly payroll period following the attainment of age
         fifty-five (55). For purposes of this Section 6.4(d), years of service
         include all whole (12 month) years of employment with the Company and
         with any entity acquired by the Company, beginning with the Executive's
         initial date of employment with the Company or the acquired entity.

                                    (2)      At the election of the Executive,
         the actuarial equivalent of the Executive's retirement payments
         (determined by utilizing reasonable actuarial assumptions) may be paid
         over a period longer than ten (10) years.

                                    (3)      In the event of the Executive's
         death prior to the payment of all of the retirement payments determined
         under this Section 6.4(d), the balance of the payments shall be made to
         the Executive's surviving spouse, if any, or to any other beneficiary
         named by the Executive in writing.

                                    (4)      Any remaining retirement payments
         shall immediately cease in the event the Executive works for a
         competitor (as determined by the Company in its sole discretion),
         becomes employed by any other employer without the prior written
         consent of the Company, or violates any of his Continuing Obligations.
         Notwithstanding the foregoing, with the prior written consent of the
         Company, the Executive may be employed by an entity which is not deemed
         by the Company to be in competition with the Company in a capacity in
         which the economic value of his total compensation is comparable to his
         total compensation while employed by the Company, and receive
         retirement benefits which are reduced proportionately by the
         compensation received by the Executive in the new position. Also with
         the prior written consent of the Company, the Executive may be employed
         by an entity which is not deemed by the Company to be in competition
         with the Company, in a capacity in which his total compensation is
         materially less than his total compensation while employed by the
         Company, in which case there would be no reduction in retirement
         benefits.

                           (e)      The Executive (or the Executive's estate, as
the case may be) shall continue to vest and, if applicable, continue to be
permitted to exercise, all of the rights and interests awarded to the Executive
under the Company's stock plans, for a period of three (3) years following the
Date of Termination (or, if less, for the remainder of the stated terms of the
rights and interests).

                           (f)      The Executive shall continue to be covered
under the Company's directors' and officers' liability insurance, if any, to the
extent such coverage is commercially feasible, and under his separate
Indemnification Agreement with the Company, as if the Executive's employment had
not terminated, for a period of ten (10) years following his Date of

<PAGE>

Termination (or, in the case of the Indemnification Agreement, for such longer
term as may be provided for in the Indemnification Agreement).

                           (g)      All other obligations of the Company and
rights of the Executive hereunder shall terminate effective as of the Date of
Termination; provided, however, that except as otherwise specifically modified
by the terms of this Agreement the Executive's rights under the Compensation
Plans and Welfare Plans shall be governed by the terms and provisions of these
Plans and are not necessarily severed on the Date of Termination. In addition,
the Executive shall continue to be eligible to make deferrals under the
Company's Executive Deferred Compensation Plan, and under the LTIP, in
accordance with the terms of those Plans.

                           (h)      Except as otherwise provided in this Section
6.4(h), the payments and benefits provided under this Section 6.4 shall be in
lieu of any payments to which the Executive may have otherwise been entitled
under the terms of Section 6.2, 6.3 or 6.5, and vice versa. In the event a
Change in Control occurs coincident with or following the commencement of the
Executive's retirement payments under this Section 6.4, the payment of any
remaining retirement payments to which the Executive is entitled under this
Section 6.4 shall be accelerated and paid in a lump sum cash payment within a
reasonable period of time following the Change in Control. In the event the
Executive becomes eligible for payments under the terms of Section 6.5 following
the date on which the Executive becomes entitled to deferred maximum retirement
payments under this Section 6.4 but prior to the commencement of the retirement
payments, the Executive shall receive payments under the terms of Section 6.5 in
lieu of the deferred retirement payments or any other payments to which the
Executive may have otherwise been entitled under the terms of this Section 6.4.

                  6.5      Change in Control. If this Agreement is terminated
either by the Executive for Good Reason or by the Company Without Cause, and the
termination occurs within the one (1) year period preceding or the eighteen (18)
month period following the date on which the Change in Control occurs ("Change
in Control Date"):

                           (a)      As reasonable compensation for services
rendered by the Executive to the Company prior to the Date of Termination, the
Company shall pay to the Executive, in a lump sum cash payment within thirty
(30) days after the later to occur of the Date of Termination or the Change in
Control Date, the aggregate of the following amounts:

                                    (1)      any unpaid portion of the
         Executive's Base Salary (as in effect on the Date of Termination)
         through the Date of Termination, any unpaid portion of the Annual
         Incentive Compensation previously awarded to the Executive, and any
         accrued but unpaid Vacation Time as of the Date of Termination;

                                    (2)      an amount equal to three (3) times
         the sum of the Executive's Base Salary (as in effect on the Date of
         Termination) plus the Executive's Targeted Annual Incentive
         Compensation for the fiscal year during which the Date of Termination
         occurs; and

                                    (3)      in the case of compensation
         previously deferred by the Executive, all amounts of such compensation
         previously deferred and not yet paid by the Company (unless such
         payment is inconsistent with the terms of either any payment

<PAGE>

         election made by the Executive with respect to such deferred
         compensation or the applicable plan).

                           (b)      The Company shall promptly pay or reimburse
to the Executive any costs and expenses (and moving and relocation expenses, if
otherwise agreed to by the Company in writing) paid or incurred by the Executive
which would have been payable under Section 4.8 of this Agreement if the
Executive's employment had not terminated.

                           (c)      The Company shall continue providing
medical, dental, and/or vision coverage to the Executive and/or the Executive's
family, at least equal to that which would have been provided to the Executive
under Section 4.7 if the Executive's employment had not terminated, until the
earlier of (1) the date the Executive becomes eligible for any comparable
medical, dental, or vision coverage provided by any other employer, or (2) the
date the Executive becomes eligible for Medicare or any similar
government-sponsored or provided health care program (whether or not such
coverage is equivalent to that provided by the Company).

                           (d)      As reasonable compensation for services
provided by the Executive to the Company prior to the Date of Termination, the
Company shall (through an agency of Company's choosing) provide outplacement
services to the Executive for a period of one (1) year following the later of
the Date of Termination or the Change in Control Date, provided that the cost of
such services shall not exceed $50,000 (or such higher amount as may be approved
by the Board of Directors (or a committee thereof).

                           (e)      The Executive shall fully and immediately
vest in all of the rights and interests awarded to the Executive under the
Company's stock plans.

                           (f)      The Executive shall continue to be covered
under the Company's directors' and officers' liability insurance, if any, to the
extent such coverage is commercially feasible, and under his separate
Indemnification Agreement with the Company, as if the Executive's employment had
not terminated, for a period of ten (10) years following his Date of Termination
(or, in the case of the Indemnification Agreement, for such longer term as may
be provided for in the Indemnification Agreement).

                           (g)      All other obligations of the Company and
rights of the Executive hereunder shall terminate effective as of the Date of
Termination; provided, however, that except as otherwise specifically modified
by the terms of this Agreement the Executive's rights under the Compensation
Plans and Welfare Plans shall be governed by the terms and provisions of these
Plans and are not necessarily severed on the Date of Termination.

                           (h)      In the event the Change in Control Date
occurs subsequent to the Executive's Date of Termination, the payments and
benefits provided under this Section 6.5 shall be reduced by and to the extent
of any payments and benefits previously paid or provided to the Executive under
Section 6.3, and in no event shall the Executive or his family be entitled to
any duplicate payments or benefits.

                  6.6      Cash Termination Excise Tax Payments.

<PAGE>

                           (a)      In the event that (1) the closing stock
price of the Company on the date of the Change in Control equals or exceeds the
Threshold Share Price, and (2) it is determined that the payment made under
(Section 6.4(h) or Section 6.5(a)(2) ("Cash Termination Payment"), would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
(the "Code") (such excise tax is hereinafter collectively referred to as the
"Cash Termination Excise Tax"), then the Executive shall be entitled to receive
the payment described in Section 6.6(b) below.

                           (b)      The Executive shall be entitled to receive
an additional payment (a "Gross-Up Payment") such that the net amount retained
by the Executive, after deduction of any excise tax on the Cash Termination
Payment and any federal, state, and local income and employment taxes and excise
tax upon the Gross-Up Payment, shall be equal to the Cash Termination Payment.
The Gross-Up Payment, if any, shall be paid to the Executive, or, at the
discretion of the Company, to governmental authorities on the Executive's
behalf, as soon as practicable following the payment of the Executive's Cash
Termination Payment, but, in any event, not later than five (5) business days
immediately following the payment of the Executive's Cash Termination Payment.

                           (c)      Subject to the provisions of Section 6.6(d),
all determinations required to be made under this Section 6.6, including whether
and when a Gross-Up Payment is required and the amount of such Gross-Up Payment
and the assumptions to be utilized in arriving at such determination, shall be
made by tax counsel appointed by the Company (the "Tax Counsel"). All fees and
expenses of the Tax Counsel shall be borne solely by the Company. As a result of
the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Tax Counsel hereunder, it is possible that
Gross-Up Payments, which will not have been made by the Company, should have
been made ("Underpayment"). In the event that it is ultimately determined in
accordance with the procedures set forth in Section 6.6(d) that the Executive is
required to make a payment of any excise tax, the Tax Counsel shall determine
the amount of the Underpayment that has occurred, and any such Underpayment
shall be promptly paid by the Company to or for the benefit of the Executive.

                           (d)      The Executive shall notify the Company in
writing of any claims by the Internal Revenue Service that, if successful, would
require the payment by the Company of the Gross-Up Payment. Such notification
shall be given as soon as practicable but no later than 30 days after the
Executive actually receives notice in writing of such claim and shall apprise
the Company of the nature of such claim and the date on which such claim is
requested to be paid. The Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which he gives such notice
to the Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Company notifies the Executive
in writing prior to the expiration of such period that it desires to contest
such claim, the Executive shall:

                                    (1)      give the Company any information
         reasonably requested by the Company relating to such claim;

                                    (2)      take such action in connection with
         contesting such claim as the Company shall reasonably request in
         writing from time to time, including, without

<PAGE>

         limitation, accepting legal representation with respect to such claim
         by an attorney selected by the Company and reasonably acceptable to the
         Executive;

                                    (3)      cooperate with the Company in good
         faith in order to effectively contest such claim; and

                                    (4)      if the Company elects not to assume
         and control the defense of such claim, permit the Company to
         participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any excise tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 6.6(d), the Company shall have the right, at its sole option, to
assume the defense of and control all proceedings in connection with such
contest, in which case it may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may either direct the Executive to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company directs the Executive to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any excise tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further
provided, that any extension of the statute of limitations relating to payment
of taxes for the taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's right to assume the defense of and control
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder, and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

                           (e)      If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 6.6(d), the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject to the Company's complying with the requirements of Section 6.6(d))
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Company pursuant to
Section 6.6(d), a determination is made that the Executive shall not be entitled
to any refund with respect to such claim, and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid, and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.

                  6.7.     Payments Contingent on Executive's Release of
Company. All of the payments and benefits to which the Executive would otherwise
be entitled under Sections 6.2, 6.3, 6.4, 6.5, or 6.6 [except those payments to
which the Executive is entitled under Sections 6.2(a)(1)

<PAGE>

and 6.2(a)(3), Sections 6.3(a)(1) and 6.3(a)(3), Section 6.4(a), and Sections
6.5(a)(1) and 6.5(a)(3)] shall be contingent on the Executive's delivery to the
Company of a signed release of all claims against the Company, in a form
specified by the Company.

         7.       EXECUTIVE'S CONFIDENTIALITY OBLIGATION.

                  7.1.     The Executive hereby acknowledges, understands and
agrees that all Confidential Information is the exclusive and confidential
property of the Company and its Affiliates which shall at all times be regarded,
treated and protected as such in accordance with this Article 7. The Executive
acknowledges that all such Confidential Information is in the nature of a trade
secret.

                  7.2.     For purposes of this Agreement, "Confidential
Information" means information, that is used in the business of the Company or
its Affiliates and (a) is proprietary to, about or created by the Company or its
Affiliates, (b) gives the Company or its Affiliates some competitive business
advantage or the opportunity of obtaining such advantage or the disclosure of
which could be detrimental to the interests of the Company or its Affiliates,
(c) is designated as Confidential Information by the Company or its Affiliates,
is known by the Executive to be considered confidential by the Company or its
Affiliates, or from all the relevant circumstances should reasonably be assumed
by the Executive to be confidential and proprietary to the Company or its
Affiliates, or (d) is not generally known by non-Company personnel. Such
Confidential Information includes, without limitation, the following types of
information and other information of a similar nature (whether or not reduced to
writing or designed as confidential):

                           (a)      Internal personnel and financial information
of the Company or its Affiliates, information about vendors that is not
generally known but is known to the Company as a result of the Company's
relationship with the vendor (including vendor characteristics, services,
prices, lists and agreements), purchasing and internal cost information,
internal service and operational manuals, and the manner and methods of
conducting the business of the Company or its Affiliates;

                           (b)      Marketing and development plans, price and
cost data, price and fee amounts, pricing and billing policies, quoting
procedures, marketing techniques, forecasts and forecast assumptions and
volumes, and future plans and potential strategies (including, without
limitation, all information relating to any acquisition prospect and the
identity of any key contact within the organization of any acquisition prospect)
of the Company or its Affiliates which have been or are being discussed;

                           (c)      Names of customers and their
representatives, contracts (including their contents and parties), customer
services, and the type, quantity, specifications and content of products and
services purchased, leased, licensed or received by customers of the Company or
its Affiliates;

                           (d)      Confidential and proprietary information
provided to the Company or its Affiliates by any actual or potential customer,
government agency or other third party (including businesses, consultants and
other entities and individuals);

<PAGE>

                           (e)      Any non-public information about the
Company's landfill development plans, landfill capacity, and the status of the
permitting process with respect to any aspect of the Company's business; and

                           (f)      Any non-public information about the
existence or status of any governmental investigation, charge, or lawsuit, the
status or the position of the Company regarding the value of any claim or charge
(whether filed by the government or a third party), the Company's interest in
resolving any such claim or charge; or any non-public information regarding the
Company's compliance with federal, state or local laws.

                  7.3.     As a consequence of the Executive's acquisition or
anticipated acquisition of Confidential Information, the Executive shall occupy
a position of trust and confidence with respect to the affairs and business of
the Company and its Affiliates. In view of the foregoing, and of the
consideration to be provided to the Executive, the Executive agrees that it is
reasonable and necessary that the Executive make each of the following
covenants:

                           (a)      At any time during the Term and thereafter,
the Executive shall not disclose Confidential Information to any person or
entity, either inside or outside of the Company, other than as necessary in
carrying out his duties and responsibilities as set forth in Article 2, without
first obtaining the Company's prior written consent (unless such disclosure is
compelled pursuant to court orders or subpoena, and at which time the Executive
shall give notice of such proceedings to the Company).

                           (b)      At any time during the Term and thereafter,
the Executive shall not use, copy or transfer Confidential Information other
than as necessary in carrying out his duties and responsibilities as set forth
in Article 2, without first obtaining the Company's prior written consent.

                           (c)      On the Date of Termination, the Executive
shall promptly deliver to the Company (or its designee) all written materials,
records and documents made by the Executive or which came into his possession
prior to or during the Term concerning, the business or affairs of the Company
or its Affiliates, including, without limitation, all materials containing
Confidential Information.

                  7.4      The Executive acknowledges and agrees that the use of
the term "Company" in this Section 7 means both the Company and its Affiliates.

         8.       DISCLOSURE OF INFORMATION, IDEAS, CONCEPTS, IMPROVEMENTS,
DISCOVERIES AND INVENTIONS. Consistent with the Executive's fiduciary duties to
the Company and its Affiliates, the Executive agrees that during his employment
by the Company and/or its Affiliates, the Executive shall promptly disclose in
writing to the Company all information, ideas, concepts, improvements,
discoveries and inventions, which are conceived, developed, made or acquired by
the Executive, either individually or jointly with others, and which relate to
the business, products or services of the Company or its Affiliates,
irrespective of whether the Executive used the Company's or Affiliate's time or
facilities and irrespective of whether such information, idea, concept,
improvement, discovery or invention was conceived, developed, discovered or
acquired by the Executive on the job, at home, or elsewhere. This obligation
extends to all types of information, ideas and concepts, including, information,
ideas and concepts relating to new types of services,

<PAGE>

corporate opportunities, acquisition prospects, the identity of key
representatives within acquisition prospect organizations, prospective names or
service marks for the Company's or Affiliate's business activities, and the
like.

         9.       OWNERSHIP OF INFORMATION, IDEAS, CONCEPTS, IMPROVEMENTS,
DISCOVERIES AND ALL ORIGINAL WORKS OF AUTHORSHIP.

                  9.1.     All information, ideas, concepts, improvements, and
discoveries which are conceived, made, developed or acquired by the Executive or
which are disclosed or made known to the Executive, individually or in
conjunction with others, during the Executive's employment by the Company and/or
its Affiliates and which relate to the business, products or services of the
Company or its Affiliates (including, without limitation, all such information
relating to corporate opportunities, research, financial and sales data, pricing
and trading terms, evaluations, opinions, interpretations, acquisition
prospects, the identity of customers or their requirements, the identity of key
contacts within the customers' organizations or within the organization of
acquisition prospects, marketing and merchandising techniques, and prospective
names and service marks) are and shall be the sole and exclusive property of the
Company. Furthermore, all drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, maps and all
other writings or materials of any type embodying any of such information,
ideas, concepts, improvements, and discoveries are and shall be the sole and
exclusive property of the Company.

                  9.2.     In particular, the Executive hereby specifically
sells, assigns, transfers and conveys to the Company all of his worldwide right,
title and interest in and to all such information, ideas, concepts,
improvements, and discoveries, and any United States or foreign applications
therefor. The Executive shall assist the Company and its nominee at all times
and in all manners, during the Term and thereafter, in the protection of such
information, ideas, concepts, improvements, or discoveries.

                  9.3.     In the event the Executive individually, or jointly
with others, creates, during the Term, any original work of authorship fixed in
any tangible medium of expression which is the subject matter of copyright (such
as videotapes, written presentations on acquisitions, computer programs,
drawings, maps, architectural renditions, models, manuals, brochures or the
like) relating to the Company's or its Affiliate's business products or
services, the Company shall be deemed the author of such work if the work is
prepared by the Executive within the scope of his employment; or, if the work is
not prepared by the Executive within the scope of his employment but is
specially ordered by the Company or its Affiliates as a contribution to a
collective work, as a part of a motion picture or other audiovisual work, as a
translation, as a supplementary work, as a compilation or as an instructional
text, then the work shall be considered to be a work made for hire, and the
Company shall be the author of such work. If such work is neither prepared by
the Executive within the scope of his employment nor a work specially ordered
and deemed to be a work made for hire, then the Executive hereby agrees to sell,
transfer, assign and convey, and by these presents, does sell, transfer, assign
and convey, to the Company all of the Executive's worldwide right, title and
interest in and to such work and all rights of copyright therein. The Executive
agrees to assist the Company and its Affiliates, at all times, during the Term
and thereafter, in the protection of the Company's worldwide right, title and
interest in and to such work and all rights of copyright therein, which
assistance shall include, but shall not be limited to, the execution of all
documents requested by the Company or its nominee and the execution of all

<PAGE>

lawful oaths and applications for registration of copyright in the United States
and foreign countries.

         10.      EXECUTIVE'S NON-COMPETITION AND NON-SOLICITATION OBLIGATIONS.

                  10.1.    Non-Competition. During the Applicable Period, the
Executive shall not, acting alone or in conjunction with others, directly or
indirectly, engage, participate, invest, accept employment or render services as
a principal, director, officer, agent, employee, employer, consultant or in any
other individual or representative capacity in or with any business which
competes, directly or indirectly, with the Company's business in any of the
business territories in which the Company or any of its Affiliates is presently
or from time to time during the Term or at the Date of Termination conducting
business, or take any action inconsistent with the fiduciary relationship of an
employee to his employer; provided, however, that the beneficial ownership by
the Executive of up to 3% of the Voting Stock of any corporation subject to the
periodic reporting requirements of the Exchange Act shall not violate this
Section 10.1.

                  10.2.    Non-Solicitation. During the Applicable Period, the
Executive agrees that he shall not, directly or indirectly, (a) induce, entice
or solicit any employee of the Company to leave his employment, (b) contact,
communicate or solicit any customer or acquisition prospect of the Company
derived from any customer list, customer lead, mail, printed matter or other
information secured from the Company or its present or past employees (other
than in connection with the performance of his services for the Company in
accordance with Article 2 of this Agreement), or (c) in any other manner use any
customer lists or customer leads, mail, telephone numbers, printed material or
other information of the Company relating thereto (other than in connection with
the performance of his services for the Company in accordance with Article 2 of
this Agreement).

                  10.3     Applicable Period. For purposes of Sections 10.1 and
10.2 above, the term "Applicable Period" means the period of time beginning on
the Effective Date of this Agreement and ending on (a) the second (2nd)
anniversary of the Date of Termination if the termination is the result of the
Executive's Disability or death, (b) the third (3rd) anniversary of the Date of
Termination if the termination is (1) by the Company for Cause or by the
Executive without Good Reason, (2) other than in connection with a Change in
Control, by the Company Without Cause or by the Executive for Good Reason, or
(3) by the Executive upon Retirement, or (c) the Date of Termination if the
termination is in connection with a Change in Control and by the Company Without
Cause or by the Executive for Good Reason.

         11.      MISCELLANEOUS.

                  11.1.    Notices. All notices and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been given when delivered by hand or mailed by registered or
certified mail, return receipt requested, as follows (provided that notice of a
change of address shall be deemed given only when received):

If to the Company:

                  Allied Waste Industries, Inc.
                  15880 North Greenway Hayden Loop, Suite 100
                  Scottsdale, Arizona 85260

<PAGE>

                  Attn: Senior Vice-President and General Counsel

If to the Executive:

                  Peter S. Hathaway
                  ________________________________
                  ________________________________

or to such other names or addresses as the Company or the Executive, as the case
may be, shall designate by notice to the other party in the manner specified in
this Section 11.1.

                  11.2.    Waiver of Breach. The waiver by any party of a breach
of any provision of this Agreement shall neither operate nor be construed as a
waiver of any subsequent breach by any party. No breach shall be deemed waived
unless the waiver is in a writing signed by the non-breaching party.

                  11.3.    Assignment. This Agreement shall be binding upon and
inure to the benefit of the Company, its Affiliates, successors, legal
representatives and assigns, and upon the Executive, his heirs, executors,
administrators, legal representatives and assigns; provided, however, the
Executive agrees that his rights and obligations hereunder are personal to him
and may not be assigned without the express written consent of the Company.

                  11.4.    Entire Agreement, No Oral Amendments. This Agreement,
together with any schedule or exhibit attached hereto and any document, policy,
rule or regulation referred to herein, replaces and merges all previous
agreements and discussions relating to the same or similar subject matter
between the Executive and the Company and constitutes the entire agreement
between the Executive and the Company with respect to the subject matter of this
Agreement. This Agreement may not be modified in any respect by any verbal
statement, representation or agreement made by any employee, officer, or
representative of the Company or by any written agreement unless signed by an
officer of the Company who is expressly authorized by the Company to execute
such document.

                  11.5.    Enforceability. If any provision of this Agreement or
application thereof to anyone or under any circumstances shall be determined to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions or applications of this Agreement which can be given
effect without the invalid or unenforceable provision or application.

                  11.6.    Jurisdiction, Venue. The laws of the State of Arizona
shall govern the interpretation, validity and effect of this Agreement without
regard to the place of execution or the place for performance thereof, and the
Company and the Executive agree that the courts situated in Maricopa County,
Arizona shall have personal jurisdiction over the Company and the Executive to
hear all disputes arising under this Agreement. This Agreement is to be at least
partially performed in Maricopa County, Arizona, and as such, the Company and
the Executive agree that venue shall be proper with the courts in Maricopa
County, Arizona to hear such disputes. In the event either party is not able to
effect service of process upon the other party with respect to such disputes,
the Company and the Executive expressly agree that the Secretary of State for
the State of Arizona shall be an agent of the Company and/or the Executive to
receive service of process on behalf of the Company and/or the Executive with
respect to such disputes.

<PAGE>

                  11.7     Injunctive Relief. The Company and the Executive
agree that a breach of any term of this Agreement by the Executive would cause
irreparable damage to the Company and that, in the event of such breach, the
Company shall have, in addition to any and all remedies of law, the right to any
injunction, specific performance and other equitable relief to prevent or to
redress the violation of the Executive's obligations under this Agreement.

                  11.8     Withholding. All payments made pursuant to this
Agreement shall be net of payroll and withholding deductions as may be required
by law and other deductions that are either applied generally to employees of
the Company for insurance and other employee benefit plans or authorized by
Executive.

<PAGE>

Dated: February __, 2004.             ALLIED WASTE INDUSTRIES, INC.

                                      By_______________________________________
                                        Thomas H. Van Weelden,
                                           Chief Executive Officer
                                           & Chairman of the Board of Directors

                                                                 "Company"

Dated: February __, 2004.             _________________________________________
                                        Peter S. Hathaway

                                                                 "Executive"

<PAGE>

                                    EXHIBIT A

The Executive Vice President and Chief Financial Officer ("CFO") is responsible
and accountable for the oversight, guidance and communication concerning the
financial condition of the Company. The CFO is primarily responsible for
establishing and maintaining the specific financial standards of the Company and
for promoting a positive tone to ensure integrity, objectivity and clarity in
financial reporting. The CFO is to take reasonable steps to ensure that an
internal control framework is designed and in place for monitoring compliance
with the financial standards of the Company and for safeguarding the assets of
the Company. Responsibilities of the CFO include financial analysis and
planning, accounting and reporting of financial results, state and federal tax
compliance and planning, treasury and capital structure management and
procurement of risk insurance and financial assurance, maintenance, security,
stability and support of information resources and technology, and relations
with investors, rating agencies and credit institutions. The CFO is accountable
for the selection, development, and leadership of the senior financial
management of the Company. As a member of the senior management team, the CFO
has an active role in contributing to the Company's strategy and direction, and
in providing advice and counsel to, and coordination with, the Chief Executive
Officer, other Executive Officers of the Company, and the Board of Directors.

</TEXT>
</DOCUMENT>
