ALLIED WASTE INDUSTRIES INC
EX-10.65
<DOCUMENT>
<TYPE>EX-10.65
<SEQUENCE>7
<FILENAME>p70182exv10w65.txt
<DESCRIPTION>EX-10.65
<TEXT>
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                                                                   EXHIBIT 10.65

                          ALLIED WASTE INDUSTRIES, INC.
                        RESTRICTED STOCK UNITS AGREEMENT
                         (UNDER THE AMENDED AND RESTATED
                           1991 INCENTIVE STOCK PLAN)

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

                                R E C I T A L S:

      The Company has adopted the Allied Waste Industries, Inc. 1991 Incentive
Stock Plan, as most recently amended and restated effective February 5, 2004
("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 Company and Grantee previously entered into a Performance-Accelerated
Restricted Stock Agreement ("PARSAP Agreement"), whereby Company granted to
Grantee ____________ shares of Restricted Stock ("PARSAP Shares") on
__________________ ("Date of Grant").

      The Management Development/Compensation Committee of the Board of
Directors ("Committee") has determined that it would be in the best interests of
the Company and its stockholders to permit Grantee to convert Grantee's PARSAP
Shares into units of Restricted Stock ("Restricted Stock Units" or "Award
RSUs"), and Grantee has elected to convert Grantee's PARSAP Shares into RSUs.

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

1. Conversion of PARSAP Shares to Restricted Stock Units. Grantee's PARSAP
Shares are hereby converted into ____________ units of Restricted Stock ("Award
RSUs"). Grantee's PARSAP Agreement is hereby null and void, and Grantee's Award
RSUs shall be subject to the terms and conditions contained in this RSU
Agreement and in the Plan. Each Award RSU shall represent Grantee's right to
receive one share of the Company's common stock, par value $.01 per share (the
"Common Stock").

2. Vesting. Except as otherwise provided herein, Grantee shall become vested in
the Award RSUs according to the following schedule: 0% vested interest until six
years from the Date of Grant, then 20% vested at six years and each year
thereafter until 100% vested at ten years from the Date of Grant.
Notwithstanding the foregoing, vesting will be accelerated upon the

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Company's attaining certain performance goals, as specified in Paragraph 3
below, or upon a Change in Control, as specified in Paragraph 13 below. Vesting
also may be accelerated upon the occurrence of certain events, as specified in
Paragraph 5 below.

3. Performance Goals.

      (a) Vesting of all or a portion of the Award RSUs may be accelerated due
      to the achievement of predetermined performance goals during the third to
      fifth years following the Date of Grant (the calendar years ending
      December 31, 2002, December 31, 2003, and December 31, 2004). The goal
      will be a targeted implied equity value per share. It will be determined
      using an implied market value multiple times EBITDA, minus debt, to arrive
      at an implied equity value, divided by the number of shares outstanding,
      to establish the implied equity value per share. Once any portion of the
      Award RSUs is vested as the result of the attainment of the performance
      goals, such portion shall not be subject to forfeiture. The specific
      performance criteria are described in Schedule A attached to this
      Agreement.

      (b) For purposes of this Agreement:

            (i) "EBITDA" is based on the information reported in the Company's
            financial statements, as approved by the Compensation Committee of
            the Company's Board of Directors;

            (ii) "fully diluted shares" means the aggregate of all issued and
            outstanding shares of the Company's Common Sock, shares of Common
            Stock issuable upon the vesting or payment of awards or exercise of
            options under any employee benefit plan, including the Plan, shares
            of Common Stock otherwise available or reserved for issuance under
            employee benefit plans, including the Plan, and shares of Common
            Stock issuable upon conversion or exercise of any outstanding
            convertible securities, warrants or options (for these purposes,
            shares of the Company's Series A Senior Convertible Preferred Stock
            are deemed convertible into shares of Common Stock); and

            (iii) "debt" means all interest-bearing debt of the Company as of
            the end of the relevant fiscal year.

      (c) The target equity value per share, for purposes of this Paragraph 3
      shall be adjusted for any stock dividend, stock split, or recapitalization
      of the Company.

4. Issue Date. Subject to Grantee's right to postpone the Issue Date pursuant to
the terms of the Plan and Paragraph 8 below, the Issue Date for each Award RSU
shall be the date on which such RSU vests in accordance with Paragraph 2, 3, 5
or 13.

5. Effect of Termination of Employment. Except as may be otherwise specifically
provided in this Agreement, if Grantee's employment with the Company is
terminated for any reason, all unvested Award RSUs at the time of Grantee's
termination of employment shall be forfeited upon Grantee's date of termination.
If Grantee's employment with the Company is terminated as

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the result of his Retirement, or by the Company without Cause, at any time after
December 31, 2004, any unvested Award RSUs at the time of Grantee's termination
of employment shall become vested on a pro rata basis, based on the number of
full calendar months completed since the Date of Grant, as a fraction of the
10-year period following the Date of Grant. If Grantee's employment with the
Company is terminated as the result of his Disability or death, any unvested
Award RSUs shall become fully and immediately vested. Those Award RSUs for which
vesting is not accelerated pursuant to the terms of this Paragraph 5 or of
Paragraph 13 shall be forfeited upon Grantee's date of termination; provided,
however, that the Committee, in its discretion, may decide to accelerate the
vesting of any otherwise forfeitable Award RSUs. If Grantee's termination of
employment is due to his death, Grantee's Common Stock will be issued to
Grantee's beneficiary.

6. Rights as Stockholder. Grantee shall not be entitled to any of the rights of
a stockholder with respect to the Award 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 an applicable Issue Date
are issued. Notwithstanding the foregoing, if the Company pays a cash dividend
on its Common Stock while Grantee's Award RSUs are still outstanding (i.e.,
before shares of Common Stock have been issued), Grantee will be credited with
additional units of Restricted Stock ("Additional RSUs") in an amount equal to
the total number of outstanding whole Award RSUs multiplied by the dollar amount
of the cash dividend paid per share, divided by the Fair Market Value per share.
Moreover, if the Company pays a stock dividend on its Common Stock while
Grantee's Award RSUs are still outstanding (i.e., before shares of Common Stock
have been issued), Grantee will be credited with Additional RSUs in an amount
equal to the total number of outstanding whole Award RSUs multiplied by the
share dividend paid per share. Any Additional RSUs that are credited will become
part of the Award RSUs (and, as such, may be taken into account in determining
the outstanding whole number of Award RSUs for purposes of crediting any future
dividends) and will be subject to the same terms and conditions that apply to
the Award RSUs.

7. Issuance of Shares. Subject to Paragraph 8 below, reasonably promptly after
the Issue Date, the Company will provide Grantee with a certificate for the
shares of Common Stock issuable on that Issue Date, issued in the Grantee'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.

8. Deferral of Award RSUs. Notwithstanding any contrary provisions of this
Agreement, if Grantee is eligible to participate in the Allied Waste Industries,
Inc. Executive Deferred Compensation Plan ("Deferred Compensation Plan"), then
at least one year prior to the vesting of any of the Award RSUs (or, if later,
within 30 days of the date of this Agreement), Grantee may, in his discretion,
elect to defer the Issue Date for his Award RSUs. If Grantee makes such an
election, the Award RSUs subject to that election will be transferred to the
Deferred Compensation Plan as of the original Issue Date (i.e, the date shares
would have been issued, but for Grantee's election to defer) . Payment will then
be subject to the terms of the Deferred Compensation Plan. Notwithstanding an
election to defer receipt, if Grantee dies before the Award RSUs are
transferred, payment will be made under the Plan (not the Deferred Compensation
Plan) pursuant to the Plan's terms.

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9. Term of Employment. This Agreement does not grant to Grantee any right to
continue serving as an employee of the Company.

10. 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 Grantee
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.

11. Disputes. As a condition of the granting of the Award RSUs, Grantee 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, Grantee, his
heirs and personal representatives, and all permitted transferees.

12. Award RSUs Subject to Plan. The Award 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. Grantee acknowledges that he has received a copy of the Plan on
or prior to the Date of Conversion.

13. Acceleration of Vesting Upon Change in Control. Upon the occurrence of a
Change in Control of the Company, the Award RSUs shall become fully and
immediately vested. If the Change in Control occurs within three years following
the Date of Grant and the Fair Market Value of the Company's Common Stock is
greater than $18.00 per share as of the date the Change in Control occurs, or if
the Fair Market Value of the Company's Common Stock is greater than $50.00 per
share as of the date the Change in Control occurs, Grantee shall receive an
additional payment to pay any excise taxes, and any income or excise taxes due
on those excise taxes paid by the Company, as a result of any accelerated
vesting due to the Change in Control. Notwithstanding anything to the contrary
contained in the Plan, for purposes of this Agreement, the term "Change in
Control" shall mean the occurrence of either of the following events: (a) an
acquisition of 50% or more of the Common Stock of the Company (including
convertible stock) by a buyer or buyers acting in concert (but not including
Apollo or Blackstone), or (b) a sale by Apollo or Blackstone to a single buyer
or buyers acting in concert.

14. Tender Offer/Merger; Adjustment of Shares. Notwithstanding anything
contained herein to the contrary:

      (a) The Committee, in its discretion (i) may accelerate vesting of all or
      any portion of the Award RSUs so that the shares of Common Stock issuable
      upon such vesting can be tendered in response to a tender offer for, or a
      request or invitation to tender of, greater than 50% of the outstanding
      Common Stock of the Company or (ii) may provide that all or any portion of
      the Award RSUs may be surrendered in a merger, consolidation or

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      share exchange involving the Company (other than a transaction that would
      result in a Change in Control), provided that the securities or other
      consideration received in exchange thereof shall thereafter be subject to
      such restrictions and conditions as may be determined by the Committee, in
      its discretion.

      (b) In the event of any change in the outstanding Common Stock resulting
      from a subdivision or consolidation of shares, whether through
      reorganization, recapitalization, share split, reverse share split, share
      distribution or combination of shares or the payment of a share dividend,
      the Award RSUs shall be adjusted in a manner deemed appropriate by the
      Committee to prevent the enlargement or dilution of Grantee's rights under
      this Agreement.

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) Nothing herein contained shall affect Grantee's right to participate
in and receive benefits from and in accordance with the then current provisions
of any employee pension, welfare, or fringe benefit plan or program of the
Company.

      (c) Grantee agrees that the Company shall have the right to reduce
Grantee's Award RSUs and/or withhold from the shares to be issued for Grantee's
Award RSUs an amount sufficient to satisfy the federal, state, and local
withholding tax requirements, if any, attributable to the vesting of and/or
issuance of shares for such Award RSUs.

      (d) Whenever the term "Grantee" is used herein under circumstances
applicable to any other person or persons to whom the Award RSUs, in accordance
with the provisions of this Agreement or the Plan, may be transferred, the word
"Grantee" shall be deemed to include such person or persons.

      (e) If any provision of this Agreement or of the Plan would disqualify the
Agreement or the Plan under Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, or would cause the Agreement or the Plan to not otherwise comply
with Rule 16b-3, such provision shall be construed or deemed amended to conform
to Rule 16b-3 to the extent permitted by applicable law and deemed advisable by
the Company's Board of Directors.

      (f) Notwithstanding anything contained herein to the contrary, the
Company's obligation to issue or deliver certificates evidencing the Award RSUs
or shares of Common Stock issuable on any Issue Date 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.

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

      (h) 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 Grantee has hereunder set his hand as of the date first
above written, which date is the Date of Grant of the Award RSUs.

ALLIED WASTE INDUSTRIES, INC.                GRANTEE

By_______________________________            ___________________________________
                                             Signature

                                             ___________________________________
                                             Print Name

                                             ___________________________________

                                             ___________________________________
                                             Address

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