ALLIED WASTE INDUSTRIES INC
EX-10.3
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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>p70510exv10w3.txt
<DESCRIPTION>EX-10.3
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                                                                    EXHIBIT 10.3

                          ALLIED WASTE INDUSTRIES, INC.
                        RESTRICTED STOCK UNITS AGREEMENT
                      (UNDER THE 2005 NON-EMPLOYEE DIRECTOR
                            EQUITY COMPENSATION PLAN)

      THIS RESTRICTED STOCK UNITS AGREEMENT ("Agreement") is dated
_________________________ ("Date of Grant"), between ALLIED WASTE INDUSTRIES,
INC., a Delaware corporation ("Company"), and _____________________________
("Director"):

                                R E C I T A L S:

      The Company maintains the Allied Waste Industries, Inc. 2005 Non-Employee
Director Equity Compensation Plan (formerly known as the Allied Waste
Industires, Inc. 1994 Amended and Restated Non-Employee Director Stock Option
Plan), as most recently amended and restated effective ________________, 2005
("Plan"), all of the terms and provisions of which are incorporated herein by
reference and made a part of this Agreement. All capitalized terms used but not
defined in this Agreement have the meanings given to them in the Plan.

      The Plan permits the Plan Administrator to make initial and/or annual
grants under the Plan in the form of units of Restricted Stock, instead of
shares of Restricted Stock. The Plan Administrator has determined that it would
be in the best interest of the Company and its stockholders to grant the units
Restricted Stock Units provided for herein ("RSUs"), instead of shares of
Restricted Stock, to Director pursuant to the Plan and the terms set forth
herein as an inducement to serve as a director of the Company.

      NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

1.    Grant of Restricted Stock Units. The Company hereby grants to Director
____________________ units of Restricted Stock ("RSUs"). Each RSU shall
represent Director's right to receive one share of the Company's common stock,
par value $.01 per share (the "Common Stock"), subject to the following terms
and conditions and to the provisions of the Plan.

2.    Vesting. Director shall become vested in the RSUs according to the
following schedule:

      [Initial grant - 0% vested until the last day of Director's first one-year
term ending after the Date of Grant; 1/3 vested on the last day of Director's
first one-year term ending after the Date of Grant; an additional 1/3 vested on
the last day of Director's second one-year term ending after the Date of Grant;
and an additional 1/3 vested on the last day of the Director's third one-year
term ending after the Date of Grant.

      [Annual grant - 0% vested until the last day of Director's first one-year
term ending after the Date of Grant; and 100% vested on the last day of
Director's first one-year term ending after the Date of Grant.

Any RSUs that have not vested as of the date Director ceases to be a director of
the Company, for any reason, will be forfeited as of the beginning of business
on that date.

3.    Rights as Stockholder. Director shall not be entitled to any of the rights
of a stockholder with respect to the RSUs (including the right to vote such
shares and to receive dividends and other distributions) unless and until the
certificate for shares of Common Stock issuable upon vesting are issued.
Notwithstanding the foregoing, if the Company pays a cash dividend on its Common
Stock while Director's RSUs are still outstanding, Director will be credited
with additional units of Restricted Stock ("Additional RSUs") in an amount equal
to the total number of outstanding whole RSUs multiplied by the dollar amount of
the cash dividend paid per share, divided by the Fair Market Value per share.
Moreover,

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if the Company pays a stock dividend on its Common Stock while Director's RSUs
are still outstanding, Director will be credited with Additional RSUs in an
amount equal to the total number of outstanding whole RSUs multiplied by the
share dividend paid per share. Any Additional RSUs that are credited will become
part of the RSUs (and, as such, may be taken into account in determining the
outstanding whole number of RSUs for purposes of crediting any future dividends)
and will be subject to the same terms and conditions that apply to the RSUs.

4.    Issuance of Shares. Reasonably promptly after all or a portion of the RSUs
vest, the Company will provide Director with a certificate for the shares of
Common Stock issuable on vesting, issued in the Director's name. The certificate
will be issued for a whole number of shares only. Any fractional share resulting
from the payment of dividends will be paid in cash based on the Fair Market
Value of such fractional share.

5.    Term of Directorship. This Agreement does not grant to Director any right
to continue serving as a director of the Company.

6.    Notices; Deliveries. Any notice of delivery required to be given under the
terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at its principal office at 15880 N. Greenway-Hayden Loop, Suite 100,
Scottsdale, Arizona 85260, and any notice or delivery to be given to Director
shall be addressed to him at the address given by him beneath his signature
hereto or such other address as either party hereto may hereafter designate in
writing to the other. Any such notice or delivery shall be deemed to have been
duly given when addressed as aforesaid, registered or certified mail, and
deposited (postage or registration or certification fee prepaid) in a post
office or branch post office regularly maintained by the United States.

7.    Disputes. As a condition of the granting of the RSUs, Director and his
heirs and successors agree that any dispute or disagreement which may arise
hereunder shall be determined by the Committee in its sole discretion and
judgment, and that any such determination and any interpretation by the
Committee of the terms of the Plan and this Agreement shall be final and shall
be binding and conclusive, for all purposes, upon the Company, Director, his
heirs and personal representatives, and all permitted transferees.

8.    RSUs Subject to Plan. The RSUs granted pursuant to this Agreement are
subject to the terms and provisions of the Plan. Unless otherwise explicitly
stated herein, in the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail under all circumstances.

15.   Miscellaneous.

      (a)   All decisions of the Committee with respect to any questions arising
under the Plan or under this Agreement shall be conclusive.

      (b)   Director agrees to make appropriate arrangements with the Company
for satisfaction of any applicable federal, state or local income tax,
withholding requirements or like requirements, attributable to the vesting of
and/or issuance of shares for such RSUs.

      (c)   Notwithstanding anything contained herein to the contrary, the
Company's obligation to issue or deliver certificates evidencing the RSUs or
shares of Common Stock shall be subject to all applicable laws, rules, and
regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required.

      (d)   This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company.

      (e)   The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Arizona.

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      IN WITNESS WHEREOF, the Company has, as of the date first above written,
caused this Agreement to be executed on its behalf by its Chairman, President or
any Vice President, and Director has hereunder set his hand as of the date first
above written, which date is the Date of Grant of the RSUs.

ALLIED WASTE INDUSTRIES, INC.

By________________________________

DIRECTOR

________________________________

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