ALLIED WASTE INDUSTRIES INC
EX-10.5
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<TYPE>EX-10.5
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<FILENAME>p73770exv10w5.htm
<DESCRIPTION>EX-10.5
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>EXHIBIT 10.5</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXECUTIVE EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (&#147;Company&#148;) and TIMOTHY R. DONOVAN
(&#147;Executive&#148;) enter into this Executive Employment Agreement (&#147;Agreement&#148;), to set forth the terms
and conditions of Executive&#146;s employment. The parties agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;Certain Definitions and Understandings</B>. As used in this Agreement, the following terms have
the meanings prescribed below:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Annual Incentive Compensation </I>is defined in Section&nbsp;4.2.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Base Salary </I>is defined in Section&nbsp;4.1.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Beneficial Owner </I>is defined in Rule&nbsp;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)&nbsp;contingent or absolute, or (b)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Board of Directors (or Board) </I>means the Company&#146;s Board of Directors.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Cash Termination Excise Tax </I>is defined in Section&nbsp;6.6(a).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Cause </I>is defined in Section&nbsp;5.3.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Change in Control </I>of the Company means one of the following: (a)&nbsp;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)&nbsp;the Company sells, or agrees to sell, all or
substantially all of its assets to any other person or entity, (c)&nbsp;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)&nbsp;the individuals who constitute the
Board of Directors of the Company as of the Effective Date (&#147;Incumbent Board&#148;) shall cease for any
reason to constitute at least a majority of the Board of Directors; provided, that any person
becoming a director whose 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Change in Control Date </I>is defined in Section&nbsp;6.5.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Change in Control Payment </I>is defined in Section&nbsp;6.6(a).
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Code </I>means the Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated by the Internal Revenue Service thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Common Stock </I>means the Company&#146;s common stock, par value $.01 per share.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Company </I>means Allied Waste Industries, Inc., a Delaware corporation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Compensation Plans </I>is defined in Section&nbsp;4.6.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Confidential Information </I>is defined in Section&nbsp;7.2.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Continuing Obligations </I>is defined in Article&nbsp;3.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Date of Termination </I>means the earliest to occur of (a)&nbsp;the date of the Executive&#146;s death, or
(b)&nbsp;the date specified in the Notice of Termination, in accordance with Section&nbsp;5.8.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Disability </I>means an illness or other disability which prevents the Executive from discharging
the essential functions of his responsibilities under this Agreement, with or without a reasonable
accommodation, 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
(or a committee thereof).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effective Date </I>means April&nbsp;11, 2007, or such other date as may be agreed upon by the parties.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Exchange Act </I>means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Securities and Exchange Commission thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Executive </I>means Timothy R. Donovan (or, as applicable, his heirs).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Good Reason </I>is defined in Section&nbsp;5.5.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Gross-Up Payment </I>is defined in Section&nbsp;6.6(c).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Notice of Termination </I>is defined in Section&nbsp;5.8.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Paid Leave </I>is defined in Section&nbsp;4.3.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Retirement </I>is defined in Section&nbsp;5.7.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Safe Harbor Amount </I>is defined in Section&nbsp;6.6(a).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Share Price </I>has the same meaning as &#147;Fair Market Value&#148; as that term is defined in the
Company&#146;s 2006 Incentive Stock Plan, as amended.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Targeted Annual Incentive Compensation </I>is defined in Section&nbsp;4.2.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Term </I>is defined in Article&nbsp;3.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Threshold Share Price </I>means (a)&nbsp;in the case of the calendar year beginning January&nbsp;1, 2007, a
Share Price of $16 or more, or (b)&nbsp;in the case of subsequent calendar years, a Share Price which is
at least fifteen percent (15%) greater than the Threshold Share Price for the preceding calendar
year, provided that the annual increase is subject to review and adjustment as determined to be
appropriate by the Management Development/Compensation Committee of the Board of Directors.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Unrestricted Payments </I>means those payments to which the Executive is entitled under Sections
6.2(a)(1), 6.3(a)(1), 6.4(a), and 6.5(a)(1) of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Voting Stock </I>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)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Welfare Plans </I>is defined in Section&nbsp;4.7.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Without Cause </I>is defined in Section&nbsp;5.4.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 &#147;Company&#148; which means Allied Waste Industries, Inc. However, the parties
expect that some or all of the Company&#146;s obligations under this Agreement will be fulfilled through
its parent, subsidiary, related, or successor companies or businesses (which will be called
&#147;Affiliates&#148; 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;General Duties of Company and Executive</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1. The Company will employ the Executive as its Executive Vice President, General Counsel,
and Corporate Secretary. The Executive&#146;s authority, duties and responsibilities shall be those
assigned by the Chairman of the Company&#146;s Board of Directors and Chief Executive Officer (or such
other persons as may be specified by the Board of Directors, from time to time), and agreed to by
the Executive. 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)&nbsp;serve on corporate, civic or charitable
boards or committees, (b)&nbsp;deliver lectures, fulfill speaking engagements or teach at educational
institutions, and (c)&nbsp;manage personal investments, so long as such activities do not significantly
interfere with the performance of the Executive&#146;s duties and responsibilities.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s business, its interests or its
reputation, except as may be required by applicable law, regulation, or code of professional
responsibility. 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3. The Executive agrees to comply at all times with all applicable policies, rules and
regulations of the Company, including but not limited to, the Company&#146;s Code of Ethics and the
Company&#146;s policies regarding trading in Common Stock, stock ownership and retention guidelines, and
reimbursement of expenses, as each is in effect from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<B>Term</B>. The initial &#147;Term&#148; of this Agreement shall be a period of two (2)&nbsp;years, beginning on
the Effective Date and ending on the second anniversary of the Effective Date, and thereafter this
Agreement shall automatically renew for successive one (1)&nbsp;year Terms. Notwithstanding the
foregoing, either party may terminate this Agreement pursuant to Article&nbsp;5 of this Agreement, in
which case the Term shall end on the Date of Termination specified in the Notice of Termination (or
on the Executive&#146;s date of death if termination is due to the Executive&#146;s death). Neither the
termination of this Agreement nor the consequent end of the Term shall affect the Company&#146;s
obligations under Article&nbsp;6 of this Agreement or the Executive&#146;s obligations under Articles 7
through 10 of this Agreement (or under Section&nbsp;2.3 with respect to the Company&#146;s policies regarding
trading in Common Stock) (collectively, &#147;Continuing Obligations&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;Compensation and Benefits</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1. <I>Base Salary</I>. 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 Thousand Dollars ($500,000.00), or such higher rate as may be determined from time to time
in the discretion of the Board of Directors (or a committee thereof) (&#147;Base Salary&#148;). Base Salary
shall be payable in equal bi-weekly installments or in accordance with the Company&#146;s established
policy, subject only to such 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 which are authorized by the Executive. For all purposes under this
Agreement, the Executive&#146;s Base Salary shall include any portion thereof which is deferred under
any nonqualified plan or arrangement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2. <I>Annual Incentive Compensation</I>. In addition to Base Salary, the Executive shall be
eligible to be awarded, for each fiscal year during the Term until the Date of Termination,
beginning with the 2007 calendar year, annual cash incentive compensation (either pursuant to an
incentive plan or program of the Company or otherwise) (&#147;Annual Incentive Compensation&#148;) in an
amount to be determined by the Board of Directors (or a committee thereof) in its sole discretion
and specified as a percentage of the Executive&#146;s Base Salary (&#147;Targeted Annual Incentive
Compensation&#148;). The Executive&#146;s actual Annual Incentive Compensation may range from zero percent
(0%) to the maximum percentage of the Executive&#146;s Base Salary permitted by the terms of the
Company&#146;s annual incentive compensation plan(s), as amended from time to time. All such Annual
Incentive Compensation shall be payable at a time to be determined by the Board of
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Directors (or a committee thereof) in its sole discretion. For all purposes under this
Agreement, the Executive&#146;s Annual Incentive Compensation shall include any portion thereof which is
deferred under any nonqualified plan or arrangement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3. <I>Paid Leave</I>. 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 twenty (20)&nbsp;days&#146; paid leave (&#147;Paid Leave&#148;) during the year
without any reduction in the Compensation to which he is entitled under this Article&nbsp;4. For any
partial calendar year during which the Executive is employed under this Agreement, he will be
entitled to a prorated amount of this Paid Leave, based on the number of weeks worked in the
calendar year and pursuant to the Company&#146;s then current paid leave policy. For the 2007 calendar
year, the Executive will be eligible for fifteen (15)&nbsp;days of Paid Leave. Because the Company
intends for this Paid Leave to be used by the Executive, so that he benefits from having time away
from his customary employment duties, the Executive must use the Paid Leave provided under this
Section&nbsp;4.3, for each calendar year, during the relevant calendar year for which it is provided. If
the Executive does not use all of the Paid Leave to which he is entitled in any calendar year, he
will forfeit this benefit at the end of that calendar year and shall have no right to take more
than twenty (20)&nbsp;days of Paid Leave in the following or any subsequent calendar year or to be
otherwise compensated for not having utilized the Paid Leave.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4. <I>Automobile Allowance</I>. 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 (&#147;Automobile Allowance&#148;). The Board of Directors (or a committee thereof), in its
discretion, may increase the Automobile Allowance based upon relevant circumstances.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5. <I>Club Membership Dues</I>. Commencing on the Effective Date and continuing until the Date of
Termination, the Executive shall receive an allowance for 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.) for a club or organization of Executive&#146;s choice
in the amount of Six Hundred Dollars ($600.00) per month (&#147;Club Allowance&#148;). The Executive will not
be entitled to this Club Allowance if the Company determines that membership in the relevant club
or organization would violate the letter or spirit of any Company policy.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.6. <I>Incentive, Savings, Retirement and Stock Plans</I>. As of the Effective Date, the Executive
shall be granted options to acquire up to One Hundred Fifty Thousand (150,000) shares, and
restricted stock units with respect to Ten Thousand (10,000) shares, of the Company&#146;s Common Stock,
subject to the terms of the Company&#146;s 2006 Incentive Stock Plan, as amended, and of the instruments
evidencing the grants. In addition, the Executive shall be entitled to participate in and be
eligible to receive benefits under all executive incentive, savings, retirement, deferral, 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 similarly-situated
executive officers (collectively &#147;Compensation Plans&#148;). The Executive&#146;s participation in the
Compensation Plans shall be governed by the terms and conditions of those plans. Subject to the
terms of the Company&#146;s stock ownership and retention guidelines, as adopted and/or amended by the
Board of
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Directors (or a committee thereof) from time to time, the Executive is expected to retain
fifty percent (50%) of the shares received upon the exercise of any options or the vesting of any
restricted stock (after netting such shares for the purpose of satisfying the Executive&#146;s income
and payroll tax obligations incurred as the result of any exercise or vesting event), until such
time as he has accumulated stock with a value of at least two and one-half (2.5) times the
Executive&#146;s Base Salary. For purposes of the preceding sentence, &#147;Base Salary&#148; shall be (a)&nbsp;during
the first year of the Term, the Executive&#146;s Base Salary as of the Effective Date, and (b)&nbsp;during
each successive year during the Term, the Executive&#146;s Base Salary as of the first day of such
successive Term.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.7. <I>Welfare Plans</I>. 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 similarly-situated executive officers. Such
welfare benefit plans may include medical, dental, vision, disability, group life, accidental death
and travel accident insurance plans and programs (collectively &#147;Welfare Plans&#148;). The Executive&#146;s
participation in the Welfare Plans shall be governed by the terms and conditions of those plans.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.8. <I>Reimbursement of Expenses</I>. 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. The Company shall reimburse the Executive for all legitimate expenses incurred on
the Company&#146;s behalf, upon the Company&#146;s receipt of proper documentation for such expenses,
provided that reimbursement of the expenses would not violate the letter or spirit of any Company
policy regarding the reimbursement of such expenses.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.9. <I>Relocation Expense Allowance</I>. The Company shall provide the Executive with a relocation
package in accordance with the Company&#146;s relocation program. The relocation package includes
temporary living, household goods moving, home sale, home purchase assistance, duplicate housing
reimbursement and a miscellaneous allowance.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.10. <I>Indemnification and Insurance. </I>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&#146;s directors&#146; and officers&#146; liability insurance, if any, and under a separate Indemnity
Agreement with the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;Termination</B>. This Agreement may be terminated as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1. <I>Death</I>. This Agreement shall terminate automatically upon the death of the Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2. <I>Disability</I>. The Company may terminate this Agreement, upon written notice to the
Executive delivered in accordance with Sections&nbsp;5.8 and 11.1, upon the Disability of the Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3. <I>Cause</I>. The Company may terminate this Agreement, upon written notice to the Executive
delivered in accordance with Sections&nbsp;5.8 and 11.1, for Cause. For purposes of this Agreement,
&#147;Cause&#148; means (a)&nbsp;the Executive is convicted of, or pleads guilty or nolo contendere
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">to, (i)&nbsp;a felony, or (ii)&nbsp;any other crime involving the Company, (b)&nbsp;the Board of Directors
makes a reasonable, good faith determination that the Executive has breached any material term of
this Agreement, (c)&nbsp;the Board of Directors makes a reasonable, good faith determination that the
Executive has violated any applicable policies, rules, or regulations of the Company, including but
not limited to, the Company&#146;s Code of Ethics and the Company&#146;s policies regarding trading of Common
Stock and reimbursement of expenses, (d)&nbsp;the Board of Directors determines that the Executive
engaged in (i)&nbsp;willful or deliberate conduct, the result of which exposes the Company to actual or
potential financial or other injury, except as required by applicable law, regulation, or code of
professional responsibility, (ii)&nbsp;fraud, (iii)&nbsp;misappropriation of tangible or intangible property
or funds of the Company, or (iv)&nbsp;embezzlement of Company funds, (e)&nbsp;the Board of Directors
determines that the Executive (i)&nbsp;willfully or deliberately failed or refused to perform his
assigned duties, except where the performance of such duties would result in the Executive&#146;s
violation of applicable law, regulation, or code of professional responsibility, and (ii)&nbsp;failed to
cure his nonperformance within thirty (30)&nbsp;days of receipt of a written notice from the Board of
Directors setting forth in reasonable detail the facts and circumstances of his nonperformance, or
(f)&nbsp;the Executive breached any statutory or common law duty of loyalty to the Company. For purposes
of this Section&nbsp;5.3, a determination by the Board of Directors is evidenced by a resolution, duly
adopted by at least two-thirds (2/3) of the entire membership of the Board of Directors at a
meeting called and held for the purpose of considering the termination of the Executive&#146;s
employment for Cause, at which the Executive and his representative have the right to attend and
address the Board of Directors, finding that, in the good faith belief of the Board of Directors
the Executive engaged in conduct described in this Section&nbsp;5.3 and specifying the particulars
thereof in reasonable detail. No determination by the Board of Directors will prevent the Executive
from contesting such determination through arbitration, as provided in Section&nbsp;11.9 of the
Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.4. <I>Without Cause</I>. The Company may terminate this Agreement Without Cause, upon written
notice to the Executive delivered in accordance with Sections&nbsp;5.8 and 11.1. For purposes of this
Agreement, the Executive will be deemed to have been terminated &#147;Without Cause&#148; if the Executive is
terminated by the Company for any reason other than Cause, Disability, or death.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.5. <I>Good Reason</I>. The Executive may terminate this Agreement for Good Reason, upon written
notice to the Company delivered in accordance with Sections&nbsp;5.8 and 11.1. For purposes of this
Agreement, &#147;Good Reason&#148; means (a)&nbsp;the assignment to the Executive of any duties that are
materially inconsistent with the Executive&#146;s duties or responsibilities as contemplated in this
Agreement, including any duties that would result in the Executive&#146;s violation of applicable law,
regulation, or code of professional responsibility, (b)&nbsp;any other action by the Company which
results in a material diminishment in the Executive&#146;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&#146;s illness or injury, will not
constitute grounds for a termination for Good Reason by the Executive), (c)&nbsp;any material breach by
the Company of any of the provisions of this Agreement, (d)&nbsp;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&#146;s executive officers are relocated, without his
consent, (e)&nbsp;any material reduction, or attempted material reduction, at any time during the Term,
of the Base Salary or in the aggregate of the compensation or benefits described in Article&nbsp;4 of
this Agreement (provided, however, that any change in the targeted percentage for
</DIV>



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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">purposes of determining the Executive&#146;s Annual Incentive Compensation, any change in the
Company&#146;s reimbursement policies, or any change in any Compensation Plans or Welfare Plans, which
affects a majority of the similarly situated executive officers covered by those policies or plans,
shall not be considered &#147;Good Reason&#148;), or (f)&nbsp;the Company&#146;s failure to comply, or the Company&#146;s
preventing or impeding the Executive from compliance, with any legal obligation which would subject
the Executive to any civil or criminal liability, or which would result in the Executive&#146;s
violation of applicable law, regulation, or code of professional responsibility.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.6. <I>Without Good Reason</I>. The Executive may terminate this Agreement Without Good Reason, upon
written notice to the Company delivered in accordance with Sections&nbsp;5.8 and 11.1. For purposes of
this Agreement, the Executive will be deemed to have terminated &#147;Without Good Reason&#148; if the
Executive terminates this Agreement for any reason other than Good Reason; however, a termination
of this Agreement due to the Executive&#146;s death or Retirement is not a termination &#147;Without Good
Reason&#148;.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.7. <I>Retirement. </I>The Executive may terminate this Agreement upon Retirement, upon written
notice to the Company delivered in accordance with Sections&nbsp;5.8 and 11.1. For purposes of this
Agreement, &#147;Retirement&#148; means the Executive&#146;s <I>bona fide </I>retirement from the Company, as determined
in good faith by the Board of Directors (or a committee thereof).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.8. <I>Notice of Termination</I>. Any termination of this Agreement by the Company for Cause,
Without Cause or as a result of the Executive&#146;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 &#147;Notice of Termination&#148; means a written notice which (a)&nbsp;indicates the specific
termination provision in this Agreement relied upon and (b)&nbsp;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&#146;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&#146;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)&nbsp;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)&nbsp;calendar
days after notice is given but no later than sixty (60)&nbsp;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&nbsp;11.1.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;Obligations of Company Upon Termination</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1. <I>Cause, Without Good Reason</I>. 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)&nbsp;days after the Date of Termination, the aggregate of (a)&nbsp;any
unpaid portion of the Executive&#146;s Base Salary (as in effect on the Date of Termination) owed as of
the Date of Termination, and (b)&nbsp;any accrued but unpaid Paid Leave as of the Date of Termination.
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
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">writing) paid or incurred by the Executive which would have been payable under Section&nbsp;4.8 of
this Agreement if the Executive&#146;s employment had not terminated.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2. <I>Death or Disability</I>. If this Agreement is terminated as a result of the Executive&#146;s death
or Disability:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall pay to the Executive (or to his estate, in the event the Executive is
deceased) the following amounts:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) any unpaid portion of the Executive&#146;s Base Salary (as in effect on the Date of
Termination) owed as of the Date of Termination, any unpaid portion of the Annual Incentive
Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as
of the Date of Termination, in a lump sum cash payment within thirty (30)&nbsp;days after the
Date of Termination; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) an amount equal to two (2)&nbsp;times the sum of the Executive&#146;s Base Salary (as in
effect on the Date of Termination) plus the Executive&#146;s Target Annual Incentive Compensation
for the fiscal year during which the Date of Termination occurs. If the termination is due
to death, this amount will be paid in substantially equal bi-weekly installments over a two
(2)&nbsp;year period following the Executive&#146;s Date of Termination. If the termination is due to
Disability, this amount will be paid in substantially equal bi-weekly installments beginning
as of the first payroll date immediately following the six (6)&nbsp;month anniversary of the Date
of Termination and continuing until the first payroll date immediately following the two (2)
year anniversary of the Date of Termination; provided, however, that the first payment shall
include the amount that would have been paid prior to the actual first payment date had the
first payment date been the first payroll date immediately following the Date of
Termination. The Company may, to the extent feasible, purchase insurance to cover all or any
part of the obligation contemplated in this paragraph, and the Executive agrees to submit to
a physical examination and otherwise cooperate with the Company to facilitate the
procurement of such insurance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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 (including 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&nbsp;4.8 of this Agreement if the Executive&#146;s
employment had not terminated.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall continue providing medical, dental, and/or vision coverage to the
Executive and/or the Executive&#146;s spouse and dependents, at least equal to that which would have
been provided to him under Section&nbsp;4.7 if the Executive&#146;s employment had not terminated, if such
coverage continues to be available to the Company, until the earlier of (1)&nbsp;the date the Executive
becomes eligible for any comparable medical, dental, or vision coverage
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">provided by any other employer, (2)&nbsp;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)&nbsp;the fifth anniversary of the Executive&#146;s Date
of Termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;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 (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&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive (or the Executive&#146;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&#146;s stock plans, as if the Executive were still employed by the Company,
for a period of two (2)&nbsp;years following the Date of Termination (or, if less, for the remainder of
the stated terms of the rights or interests).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Executive (or the Executive&#146;s estate, as the case may be) shall continue to be covered
under the Company&#146;s directors&#146; and officers&#146; liability insurance, if any, and under his separate
Indemnity Agreement with the Company, as if the Executive&#146;s employment had not terminated, for a
period of ten (10)&nbsp;years following his Date of Termination (or, in the case of the Indemnity
Agreement, for such longer term as may be provided for in the Indemnity Agreement).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;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&#146;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3.
<I>Good Reason; Without Cause</I>. 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&nbsp;6.5):
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall pay to the Executive the following amounts:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) any unpaid portion of the Executive&#146;s Base Salary (as in effect on the Date of
Termination) owed as of the Date of Termination, any unpaid portion of the Annual Incentive
Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as
of the Date of Termination, in a lump sum cash payment within thirty (30)&nbsp;days after the
Date of Termination; and
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) an amount equal to two (2)&nbsp;times the sum of the Executive&#146;s Base Salary (as in
effect on the Date of Termination) plus the Executive&#146;s Target Annual Incentive Compensation
for the fiscal year during which the Date of Termination occurs, in substantially equal
bi-weekly installments beginning as of the first payroll date immediately following the six
(6)&nbsp;month anniversary of the Date of Termination and continuing until the first payroll date
immediately following the two (2)&nbsp;year anniversary of the Date of Termination; provided,
however, that the first payment shall include the amount that would have been paid prior to
the actual first payment date had the first payment date been the first payroll date
immediately following the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall promptly pay or reimburse to the Executive any costs and expenses
(including 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&nbsp;4.8 of this Agreement if
the Executive&#146;s employment had not terminated.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall continue providing medical, dental, and/or vision coverage to the
Executive and/or the Executive&#146;s spouse and dependents, at least equal to that which would have
been provided to the Executive under Section&nbsp;4.7 if the Executive&#146;s employment had not terminated,
until the earlier of (1)&nbsp;the date the Executive becomes eligible for any comparable medical,
dental, or vision coverage provided by any other employer, (2)&nbsp;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)&nbsp;the fifth
(5<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) anniversary of the Executive&#146;s Date of Termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Executive (or the Executive&#146;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&#146;s stock plans, as if the Executive were still employed by the Company,
for a period of two (2)&nbsp;years following the Date of Termination (or, if less, for the remainder of
the stated terms of the rights and interests).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive shall continue to be covered under the Company&#146;s directors&#146; and officers&#146;
liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the
Executive&#146;s employment had not terminated, for a period of ten (10)&nbsp;years following his Date of
Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided
for in the Indemnity Agreement).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Company shall (through an agency of Company&#146;s choosing) provide outplacement services
to the Executive for a period of one (1)&nbsp;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).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;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&#146;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.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4.
<I>Retirement</I>. If this Agreement is terminated by the Executive due to Retirement:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall pay to the Executive, in a lump sum cash payment within thirty (30)&nbsp;days
after the Date of Termination, the aggregate of the following amounts: (1)&nbsp;any unpaid portion of
the Executive&#146;s Base Salary (as in effect on the Date of Termination) owed as of the Date of
Termination; (2)&nbsp;any unpaid portion of the Annual Incentive Compensation previously awarded to the
Executive; and (3)&nbsp;any accrued but unpaid Paid Leave as of the Date of Termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall promptly pay or reimburse to the Executive any costs and expenses
(including 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&nbsp;4.8 of this Agreement if
the Executive&#146;s employment had not terminated.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall continue providing medical, dental, and/or vision coverage to the
Executive and/or the Executive&#146;s family, at least equal to that which would have been provided to
the Executive under Section&nbsp;4.7 if the Executive&#146;s employment had not terminated, until the earlier
of (1)&nbsp;the date the Executive becomes eligible for any comparable medical, dental, or vision
coverage provided by any other employer, or (2)&nbsp;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). 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&#146;s health coverage, if available, provided that the Executive pays all
applicable premiums charged by the Company or its third-party provider(s).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Company shall pay to the Executive retirement payments, as provided below:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) If, as of the Date of Termination, the Executive has completed at least ten (10)
years of service with the Company, the Executive is entitled to retirement payments for each
year during the ten (10)&nbsp;year payment period equal to the product of sixty percent (60%) of
the Executive&#146;s average Base Salary during the three (3)&nbsp;consecutive full calendar years of
employment immediately preceding the Date of Termination. For purposes of this Section
6.4(d), years of service include all twelve (12)&nbsp;consecutive month periods of employment
with the Company, beginning with the Executive&#146;s initial date of employment with the
Company. Payments shall commence on the first payroll date immediately following the six (6)
month anniversary of the Date of Termination and shall continue until the first payroll date
immediately following the ten (10)&nbsp;year anniversary of the Date of Termination (&#147;Payment
Period&#148;). Payments shall be made each payroll date during the Payment Period in
substantially equal installments; provided, however, that the first payment shall include
the amount that would have been paid prior to the actual first payment date had the first
payment date been the first payroll date immediately following the Date of Termination.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) In the event of the Executive&#146;s death prior to the payment of all of the retirement
payments determined under this Section&nbsp;6.4(d), the balance of the payments shall be made to
the Executive&#146;s surviving spouse, if any, or to any other beneficiary named by the Executive
in writing at the same time as such payments would have been made to the Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) In addition to the cessation provisions set forth in Section&nbsp;6.7, 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), or becomes employed by any
other employer without the prior written consent of the Company. 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive (or the Executive&#146;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&#146;s stock plans, for a period of two (2)&nbsp;years following the Date of
Termination (or, if less, for the remainder of the stated terms of the rights and interests).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Executive shall continue to be covered under the Company&#146;s directors&#146; and officers&#146;
liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the
Executive&#146;s employment had not terminated, for a period of ten (10)&nbsp;years following his Date of
Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided
for in the Indemnity Agreement).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;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&#146;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;The payments and benefits provided under this Section&nbsp;6.4 shall be in lieu of any payments
to which the Executive (or his family) may have otherwise been entitled under the terms of Section
6.2, 6.3 or 6.5, and <I>vice versa</I>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>6.5. Change in Control</I>. If this Agreement is terminated either by the Executive for Good
Reason or by the Company Without Cause, and the termination occurs within the six (6)&nbsp;month period
preceding, or the twelve (12)&nbsp;month period following, the date on which the Change in Control
occurs (&#147;Change in Control Date&#148;):
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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 the following amounts:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) In a lump sum cash payment within thirty (30)&nbsp;days after the later to occur of the
Change in Control Date or the Date of Termination, any unpaid portion of the Executive&#146;s
Base Salary (as in effect on the Date of Termination) owed as of the Date of Termination,
any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive,
and any accrued but unpaid Paid Leave as of the Date of Termination; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) In a lump sum cash payment within thirty (30)&nbsp;days after the later to occur of the
Change in Control Date or the six (6)&nbsp;month anniversary of the Date of Termination, an
amount equal to three (3)&nbsp;times the sum of the Executive&#146;s Base Salary (as in effect on the
Date of Termination) plus the Executive&#146;s Target Annual Incentive Compensation for the
fiscal year during which the Date of Termination occurs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall promptly pay or reimburse to the Executive any costs and expenses
(including 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&nbsp;4.8 of this Agreement if
the Executive&#146;s employment had not terminated.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall continue providing medical, dental, and/or vision coverage to the
Executive and/or the Executive&#146;s family, at least equal to that which would have been provided to
the Executive under Section&nbsp;4.7 if the Executive&#146;s employment had not terminated, until the earlier
of (1)&nbsp;the date the Executive becomes eligible for any comparable medical, dental, or vision
coverage provided by any other employer, or (2)&nbsp;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).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;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&#146;s choosing) provide
outplacement services to the Executive for a period of one (1)&nbsp;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).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive (or the Executive&#146;s estate, as the case may be) shall become fully and
immediately vested as of the later of the Date of Termination or the Change in Control Date and, if
applicable, continue to be permitted to exercise, all of the rights and interests awarded to the
Executive under the Company&#146;s stock plans, as if the Executive were still employed by the Company,
for a period of two (2)&nbsp;years following the later of the Date of Termination or the Change in
Control Date (or, if less, for the remainder of the stated terms of the rights and interests).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Executive shall continue to be covered under the Company&#146;s directors&#146; and officers&#146;
liability insurance, if any, and under his separate Indemnity Agreement with
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the Company, as if the Executive&#146;s employment had not terminated, for a period of ten (10)
years following his Date of Termination (or, in the case of the Indemnity Agreement, for such
longer term as may be provided for in the Indemnity Agreement).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;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&#146;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;In the event the Change in Control Date occurs subsequent to the Executive&#146;s Date of
Termination, the payments and benefits provided under this Section&nbsp;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 duplicative payments or
benefits.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6. <I>Change in Control Gross-Up Payments.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;In the event that (1)&nbsp;any payment or benefits provided for under this Agreement and/or any
other arrangement or agreement with the Company in connection with a Change in Control (&#147;Change in
Control Payment&#148;) would subject the Executive to the excise tax imposed by Code Section&nbsp;4999 (&#147;Cash
Termination Excise Tax&#148;) and (2)&nbsp;the Change in Control Payment is less than 110% of the sum of
three times the &#147;base amount&#148; (as defined in Code Section&nbsp;280G) minus $1.00 (&#147;Safe Harbor Amount&#148;),
then any amounts payable under this Agreement shall be reduced so that the Change in Control
Payment, in the aggregate, is reduced to the Safe Harbor Amount. The reduction of the amounts
payable under this Agreement shall be made by first reducing the cash payments payable under this
Agreement (other than Unrestricted Payments), unless an alternative method of reduction is agreed
to by the Company and the Executive. No reduction shall occur if the Change in Control Payment is
110% (or more) of the Safe Harbor Amount.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In the event that (1)&nbsp;there is a Change in Control Payment which would subject the
Executive to the Cash Termination Excise Tax and is not subject to reduction under Section&nbsp;6.6(a)
and (2)&nbsp;the closing stock price of the Company on the date of the Change in Control equals or
exceeds the Threshold Share Price, then the Executive shall be entitled to receive the payment
described in Section&nbsp;6.6(c) below.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If the requirements of Section&nbsp;6.6(b) are met, the Executive shall be entitled to receive
an additional payment (a &#147;Gross-Up Payment&#148;) such that the net amount retained by the Executive,
after deduction of any excise tax on the Executive&#146;s Change in Control Payment, as determined for
purposes of Code Section&nbsp;280G, and any federal, state, and local income and employment taxes and
excise tax upon the Gross-Up Payment, shall be equal to the Change in Control Payment; provided,
however, that in determining the amount of the Gross-Up Payment to which the Executive is entitled
under this Section, the Gross-Up Payment (1)&nbsp;shall be capped at 250% of the &#147;base amount&#148; (as
defined in Code Section&nbsp;280G), and (2)&nbsp;shall not include any amounts payable to the Executive under
the Allied Waste Industries, Inc. Supplemental Executive Retirement Plan. The Gross-Up Payment, if
any, shall be paid to the Executive, or, at the discretion
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of the Company, to governmental authorities on the Executive&#146;s behalf, as soon as practicable
following the determination of the Change in Control Payment, but, in any event, not later than
five (5)&nbsp;business days immediately following the payment of the Executive&#146;s Change in Control
Payment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Subject to the provisions of Section&nbsp;6.6(e), all determinations required to be made under
this Section&nbsp;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 &#147;Tax Counsel&#148;). 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
Code Section&nbsp;4999 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 (&#147;Underpayment&#148;). In the event that it is ultimately determined in accordance with the
procedures set forth in Section&nbsp;6.6(e) 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;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 thirty (30)&nbsp;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:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) give the Company any information reasonably requested by the Company relating to
such claim;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney selected by the Company and
reasonably acceptable to the Executive;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) cooperate with the Company in good faith in order to effectively contest such
claim; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of costs and expenses. Without limitation on the foregoing provisions of this Section&nbsp;6.6(e), 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&#146;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section&nbsp;6.6(e), the Executive becomes entitled to receive any refund with respect to such claim,
the Executive shall (subject to the Company&#146;s complying with the requirements of Section&nbsp;6.6(e))
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&nbsp;6.6(e), 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
thirty (30)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7. <I>Payments Contingent on Executive&#146;s Release of Company, Compliance with Continuing
Obligations, and Certain Other Contingencies. </I>All of the payments and benefits to which the
Executive would otherwise be entitled under Sections&nbsp;6.2, 6.3, 6.4, 6.5, or 6.6, except the
Unrestricted Payments, shall be contingent on (a)&nbsp;the Executive&#146;s delivery to the Company of a
signed and enforceable release of all claims against the Company, in a form specified by the
Company, except that no such release shall be required in the event that the Company fails to
tender such release to the Executive for his signature within thirty (30)&nbsp;days of his Date of
Termination, and (b)&nbsp;the Executive&#146;s compliance with the Continuing Obligations. In addition, if
the Executive fails to comply with the Continuing Obligations, then the Company shall have the
right, upon notice to the Executive (describing such failure to comply in reasonable detail) to
terminate all of the payments and benefits described in the preceding sentence, other than the
Unrestricted Payments, and to recover from the Executive (i)&nbsp;any and all payments made or benefits
paid to or for the benefit of the Executive, other than the Unrestricted Payments, that the Company
paid to or for the benefit of the Executive or to which the Executive otherwise would not have been
entitled if the Company had terminated the Executive for Cause as of the date of
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">termination of this Agreement, and (ii)&nbsp;any and all proceeds realized by the Executive
subsequent to the date of termination of this Agreement upon vesting, exercise, or sale of Common
Stock granted or issued to the Executive under the Company&#146;s Compensation Plans. Furthermore, if
the Company becomes aware, subsequent to the Date of Termination, that the Executive was engaged in
conduct during the Term that, had the Company been aware of such conduct, would have permitted the
Company to terminate this Agreement during the Term for Cause, then the Company shall have the
right, upon notice to the Executive (describing such conduct in reasonable detail), (A)&nbsp;to
terminate all payments and benefits, other than the Unrestricted Payments, then remaining payable
to or for the benefit of the Executive under Sections&nbsp;6.2, 6.3, 6.4, 6.5, or 6.6 (including but not
limited to continued vesting or payment of any unvested or unexercised awards under the Company&#146;s
Compensation Plans), and (B)&nbsp;to recover from the Executive (1)&nbsp;any and all payments made or
benefits paid to or for the benefit of the Executive, including all or any portion of the
Unrestricted Payments, that the Company would not have been obligated to pay to or for the benefit
of the Executive or to which the Executive otherwise would not have been entitled if the Company
had terminated the Executive for Cause as a result of such conduct at or promptly after the time on
which such conduct first occurred, and (2)&nbsp;any and all proceeds realized by the Executive
subsequent to the date on which such conduct first occurred upon vesting, exercise, or sale of
Common Stock granted or issued to the Executive under the Company&#146;s Compensation Plans. The
Executive shall repay to the Company all amounts due under the preceding sentences promptly upon
demand for such payment by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;Executive&#146;s Confidentiality Obligation</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;7.
The Executive acknowledges that all such Confidential Information is in the nature of a trade
secret.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2. For purposes of this Agreement, &#147;Confidential Information&#148; means information, not
generally known to the public, that is used in the business of the Company and (a)&nbsp;is proprietary
to, about or created by the Company, (b)&nbsp;gives the Company some competitive business advantage or
the opportunity of obtaining such advantage or the disclosure of which is likely to be detrimental
to the interests of the Company, (c)&nbsp;is designated as Confidential Information by the Company, is
known by the Executive to be considered confidential by the Company, or from all the relevant
circumstances should reasonably be assumed by the Executive to be confidential and proprietary to
the Company, or (d)&nbsp;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):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;Internal personnel and financial information of the Company, information about vendors
that is not generally known but is known to the Company as a result of the Company&#146;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;
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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 which have been or are being discussed;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Confidential and proprietary information provided to the Company by any actual or
potential customer, government agency or other third party (including businesses, consultants and
other entities and individuals);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Any non-public information about the Company&#146;s landfill development plans, landfill
capacity, and the status of the permitting process with respect to any aspect of the Company&#146;s
business; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;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&#146;s interest in
resolving any such claim or charge; or any non-public information regarding the Company&#146;s
compliance with federal, state or local laws.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3. As a consequence of the Executive&#146;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. 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:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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&nbsp;2, without first
obtaining the Company&#146;s prior written consent, unless such disclosure is required by applicable
law, regulation, or code of professional responsibility;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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&nbsp;2, without first obtaining the Company&#146;s prior written consent, except as
required by applicable law, regulation, or code of professional responsibility; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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,
including, without limitation, all materials containing Confidential Information.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4. The Executive acknowledges and agrees that the use of the term &#147;Company&#148; in this Article
7 means both the Company and its Affiliates.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions</B>.
Consistent with the Executive&#146;s fiduciary duties to the Company, the Executive agrees that during
his employment by the Company, 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, irrespective of whether the Executive
used the Company&#146;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,
corporate opportunities, acquisition prospects, the identity of key representatives within
acquisition prospect organizations, prospective trade names or service marks for the Company&#146;s
business activities, and the like. The Executive acknowledges and agrees that the use of the term
&#147;Company&#148; in this Article&nbsp;8 means both the Company and its Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;Ownership of Information, Ideas, Concepts, Improvements, Discoveries and all Original Works
of Authorship</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s employment by the Company and
which relate to the business, products or services of the Company (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&#146;
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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 therefore.
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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3. In the event the Executive individually, or jointly with others, creates, during the Term
(whether the initial or any successive 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,
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">models, manuals, brochures or the like) relating to the Company&#146;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 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&#146;s worldwide
right, title and interest in and to such work and all rights of copyright therein. The Executive
agrees to assist the Company, at all times, during the Term and thereafter, in the protection of
the Company&#146;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 lawful oaths and
applications for registration of copyright in the United States and foreign countries.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4. The Executive acknowledges and agrees that the use of the term &#147;Company&#148; in this Article
9 means both the Company and its Affiliates.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<B>Executive&#146;s Non-Competition and Non-Solicitation Obligations.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1. For purposes of this Article&nbsp;10:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) &#147;Company&#148; means both the Company and its Affiliates.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) &#147;Competitor&#148; means any company that provides Non-hazardous Solid Waste Management services
in any state in which the Company does business. &#147;Principal Competitor&#148; means Waste Management,
Inc., Republic Services, Inc., Capital Environmental Resource, Inc., Onyx Waste Services
Incorporated, Waste Industries USA, Inc., Waste Connections, Inc., or Casella Waste Systems, Inc.
(or their predecessors and successors, subsidiaries, or affiliate operations), or any other public
or private business (including their predecessors and successors, subsidiaries, or affiliate
operations) conducting Non-hazardous Solid Waste Management in three (3)&nbsp;or more states in which
the Company does business.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;For purposes of Article&nbsp;10, &#147;Rendering Services&#148; means performing any kind of services or
duties related to Non-hazardous Solid Waste Management, including performing any functions that are
the same as, or substantially similar to, the duties the Executive performed under Article&nbsp;2 of
this Agreement, whether done directly or through others, whether done in person or through
telephonic, electronic, or some other means of communication, and whether done as a principal,
director, officer, agent, employee, contractor or consultant.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) &#147;Contact&#148; means any direct or indirect interaction between the Executive and any customer,
potential customer or acquisition prospect which takes place in an effort to further a business
relationship, whether done directly or through others, whether in person
</DIV>



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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or through telephonic, electronic, or some other means of communication, and whether done as a
principal, director, officer, agent, employee, contractor or consultant.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) &#147;Non-hazardous Solid Waste Management&#148; means the collection, hauling, disposal or
recycling of non-hazardous refuse.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) &#147;Facility&#148; means any office, transfer station, hauling operation, landfill, or recycling
center of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2. Prohibition on Competition and Solicitation During Employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;At no time during the Term (whether the initial or any successive Term) will the
Executive, directly or indirectly, provide service as a principal, director, officer, agent,
employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste
Management operations or provides portable toilet, street sweeping or any other services that the
Company provides.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;At no time during the Term (whether the initial or any successive Term) will the Executive
directly or indirectly (1)&nbsp;induce, entice or solicit any employee of the Company to leave his or
her employment, (2)&nbsp;Contact, communicate or solicit any customer, potential customer, or
acquisition prospect of the Company for the purpose of ending or avoiding a business relationship,
or (3)&nbsp;use any information regarding actual or potential customers or acquisition targets of the
Company for any purpose other than in performing his duties under this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3. Prohibition Against Competition After Employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Executive agrees that, after the Date of Termination, he will not compete with the
Company to the extent, and subject to the express limitations, provided in this Section&nbsp;10.3. At no
time during the Term will the Executive, directly or indirectly, provide service as a principal,
director, officer, agent, employee, consultant or contractor in or to any business that conducts
Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any
other services that the Company provides.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Executive&#146;s obligation not to compete with the Company will end three (3)&nbsp;years after
the Date of Termination. If a court concludes that three (3)&nbsp;years is an unreasonable time for that
obligation, the Executive&#146;s obligation to not compete with the Company will end two (2)&nbsp;years after
the Date of Termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;During the Executive&#146;s employment as Executive Vice President, General Counsel, and
Corporate Secretary, he will be active in all significant management and operational issues and
will possess Confidential Information regarding the Company&#146;s operations across the nation, not
just in any particular geographic area around where his office is or will be located. Thus, the
scope of Executive&#146;s obligation to not compete with the Company cannot reasonably be limited to a
particular geographic area. Executive&#146;s employment with any business that provides Non-hazardous
Solid Waste Management services, regardless of location, is likely to harm the Company&#146;s business
interests. Accordingly, Executive agrees that he will not Render
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Services to any Competitor or any Principal Competitor that are: (i)&nbsp;rendered in a state in which
the Company does business; or (ii)&nbsp;directed at achieving, or intended to achieve, a result in any
such state.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see
Section&nbsp;11.6) and that Arizona courts have not addressed under what circumstances, and to what
extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties
wish to include Section&nbsp;10.3(d) as a back-up to the restrictions in Section&nbsp;10.3(c) in the event a
court concludes that those restrictions are not reasonably limited and severs the applicable
portions of Section&nbsp;10.3(c) under Arizona&#146;s &#147;blue pencil&#148; rule. Accordingly, Executive will not
Render Services to any Competitor or Principal Competitor that are: (i)&nbsp;rendered within forty (40)
miles of any Facility; or (ii)&nbsp;directed at achieving, or intended to achieve, a result within forty
(40)&nbsp;miles of any Facility. Executive acknowledges that the restrictions in this Section&nbsp;10.3(d)
are separate and apart from the restrictions in Section&nbsp;10.3(c) above.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Additionally, Executive will not Render Services to any business providing portable toilet
street sweeping or other services within forty (40)&nbsp;miles of any Facility at which the same or
similar services are provided.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The non-compete restrictions in this Section&nbsp;10.3 are expressly intended to preclude the
Executive from physically working in a geographic area that is not covered by the applicable
restriction (i.e., working in a state in which the Company is not conducting business) but where
the Executive&#146;s responsibilities would include any management, oversight or analysis of a business
unit in a geographic area covered by the applicable restriction.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;The Executive acknowledges that the non-compete restrictions in this Section&nbsp;10.3
are not intended to restrict the Executive from engaging in the practice of law, per se, but are
reasonable and necessary because the Executive will be active in all significant management and
operational issues and will possess Confidential Information regarding the Company&#146;s operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4. Prohibition Against Solicitation After Employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Executive agrees that, after the Date of Termination, he will limit his activities
relating to the customers, potential customers, acquisition prospects, and employees of the Company
to the extent, and subject to the express limitations, provided in this Section&nbsp;10.4.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Executive&#146;s obligations under this Section&nbsp;10.4 will end three (3)&nbsp;years after the
Date of Termination. If a court concludes that three (3)&nbsp;years is an unreasonable time for those
obligations, Executive&#146;s obligations under this Section&nbsp;10.4 will end two (2)&nbsp;years after the Date
of Termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Executive will not Contact customers, potential customers, or acquisition prospects of
the Company for any purpose related to providing Non-hazardous Solid Waste Management services in
any state in which the Company does business. In the event a court concludes that this particular
restriction is not reasonably limited, the Executive will not Contact
</DIV>



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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">customers, potential customers or acquisition prospects of the Company for any purpose related
to providing Non-hazardous Solid Waste Management services within forty (40)&nbsp;miles of any Facility.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Additionally, the Executive will not Contact customers, potential customers or acquisition
prospects of the Company for any purpose related to providing portable toilet, street sweeping or
other services within forty (40)&nbsp;miles of any Facility at which the same or similar services are
provided.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive will not solicit any employee or consultant of the Company to work for any
other person or to leave his or her employment. The Executive will not, directly or indirectly, be
involved in the recruiting and/or hiring (whether that involvement is in the nature of serving as a
reference or as a decision-maker) of any person employed or retained as a consultant by the
Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;In the event a court concludes that the restrictions in Section&nbsp;10.4(e) are not reasonably
limited, Executive will not: (i)&nbsp;solicit any employee or consultant of the Company who, directly
or indirectly, reported to Executive at any time during the Term, where the solicitation is to
encourage the employee or consultant to work for any other person or entity, or to leave his or her
employment; or (ii)&nbsp;be involved in the recruiting and/or hiring (whether that involvement is in the
nature of serving as a reference or as a decision-maker) of any such employee or consultant.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.5. Other Provisions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Executive acknowledges and agrees that a violation of the promises he has made under
this Article&nbsp;10 is likely to cause irreparable harm to the Company and justify the grant of
injunctive relief. Additionally, to provide the Company with the protections it has bargained for
in this Article&nbsp;10, any period of time in which the Executive has been in breach of the provisions
in this Article&nbsp;10 will extend, by that amount of time, the time for which he should be precluded
from further breaching the promises made in this Article&nbsp;10, provided that the Company does not
unreasonably delay in bringing appropriate legal action after discovery of any such breach by
Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If the applicable temporal or geographic limitations agreed to by the parties in this
Article&nbsp;10 are found by a court to be overly broad, the parties expressly authorize the judge
before whom any dispute is brought to impose the broadest temporal and geographic limitations
permissible under the law, so as to effectuate the parties&#146; intent and ensure that the Company
obtains the protections it sought and for which it provided material consideration in this
Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;Miscellaneous</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.1. <I>Notices</I>. 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):
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If to the Company:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">Allied Waste Industries, Inc.<BR>
18500 North Allied Way<BR>
Phoenix, Arizona 85054<BR>
Attn: Chairman, Board of Directors
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If to the Executive:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">Timothy R. Donovan<BR>
1310 Longmeadow Lane<BR>
Lake Forest, Illinois 60045
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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&nbsp;11.1.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.2. <I>Waiver of Breach</I>. 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.3. <I>Assignment</I>. 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.4. <I>Entire Agreement, No Oral Amendments</I>. 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.5. <I>Enforceability</I>. 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.6. <I>Jurisdiction, Venue</I>. 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
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.7. <I>Injunctive Relief</I>. 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&#146;s obligations under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.8. <I>Withholding. </I>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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.9. <I>Arbitration</I>. With the sole exception of any breach by the Executive of the obligations
he assumed under Sections&nbsp;10.1, 10.2, 10.3, 10.4 and/or 10.5 of this Agreement (the breach of which
permits the Company to obtain judicial relief due to the exigent circumstances presented by such a
breach), all other alleged breaches of this Agreement, or any other dispute between the parties to
this Agreement arising out of or in connection with the Executive&#146;s employment with the Company
will be settled by binding arbitration to the fullest extent permitted by law. This Agreement to
arbitrate applies to any claim for relief of any nature, including but not limited to claims of
wrongful discharge under statutory law and common law; employment discrimination based on federal,
state or local statute, ordinance, or governmental regulations, including discrimination prohibited
by: (a)&nbsp;Title VII of the Civil Rights Act of 1964, as amended, (b)&nbsp;the Age Discrimination in
Employment Act, (c)&nbsp;the Americans with Disabilities Act, (d)&nbsp;the Fair Labor Standards Act, and (e)
claims of retaliatory discharge or other acts of retaliation; compensation disputes; tortuous
conduct; allegedly contractual violations; ERISA violations; and other statutory and common law
claims and disputes, regardless of whether the statute was enacted or whether the common law
doctrine was recognized at the time this Agreement was signed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties to this Agreement understand that they are agreeing to substitute one legitimate
dispute resolution forum (arbitration)&nbsp;for another (litigation)&nbsp;because of the mutual advantages
this forum offers, and are waiving their right to have their disputes (except as to breaches of
Sections&nbsp;10.1, 10.2, 10.3, 10.4 and/or 10.5 of this Agreement) resolved in court. This substitution
involves no surrender, by either party, of any substantive statutory or common law benefit,
protection, or defense.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The arbitration proceeding shall be conducted in Maricopa County, Arizona, in accordance with
the National Rules for the Resolution of Employment Disputes (National Rules) of the American
Arbitration Association (AAA)&nbsp;in effect at the time a demand for arbitration is made.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->26<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One arbitrator shall be used and he or she shall be chosen by mutual agreement of the parties
to this Agreement. If, within thirty (30)&nbsp;days after the Executive notifies the Company of an
arbitrable dispute, no arbitrator has been chosen, an arbitrator shall be chosen by the AAA
pursuant to its National Rules. The arbitrator shall coordinate and, as appropriate, limit all
pre-arbitration discovery. However, the parties to this Agreement will have the right to obtain
discovery through appropriate decision and award, stating the reasons for the award. The decision
and award shall be exclusive, final, and binding on both parties to this Agreement, their heirs,
executors, administrators, successors, and assigns.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will pay all costs and expenses of the arbitration, except for the filing fees and
costs that would have been required had the proceeding been initiated and maintained in the
Maricopa County Superior Court, which fees and costs the Executive will pay. Each party shall pay
their own attorneys&#146; fees and expenses throughout the arbitration proceeding. However, the
arbitrator may award the successful party its attorneys&#146; fees and expenses at the conclusion of the
arbitration (and any other relief provided by law).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&#091;Signature page follows.&#093;
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->27<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top">Dated: February&nbsp;28, 2007.
&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">ALLIED WASTE INDUSTRIES, INC.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&#147;Company"</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated: February&nbsp;28, 2007.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Timothy R. Donovan</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&#147;Executive"</TD>
</TR>
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</TABLE>
</DIV>



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