EXHIBIT 10.61
ALLIED WASTE INDUSTRIES, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
FOR THE
1994 AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN
THIS OPTION AGREEMENT ("Option Agreement"), made this ___ day of _____,
200_ (the "Date of Grant"), between ALLIED WASTE INDUSTRIES, INC., a Delaware
corporation (the "Company"), and ___________________ (the "Optionee"):
R E C I T A L S:
The Company has adopted the Allied Waste Industries, Inc. 1994 Amended and
Restated Non-Employee Directors Stock Option Plan (including any subsequent
amendments thereto, the "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 has determined that it would be in the best interest of the
Company and its stockholders to grant the option provided for herein (the
"Option") to Optionee pursuant to the Plan and the terms set forth herein as an
inducement to serve as a director of the Company and to provide Optionee with a
proprietary interest in the future of the Company;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. Grant of the Option. The Company hereby grants to Optionee the right
and option to purchase, on the terms and conditions hereinafter set forth, all
or any part of an aggregate of 10,000 shares (the "Stock") of the presently
authorized but unissued common stock, par value $.01 per share, of the Company
(the "Common Stock"). The purchase price of the Stock subject to this Option
shall be $______ per share, being the Fair Market Value of the Common Stock on
the Date of Grant, as defined in the Plan.
2. Exercise of Option.
(a) This Option may be exercised in whole or in part, at any time or
from time to time during the period commencing on the Date of Grant and ending
ten years from the Date of Grant (or, if earlier, ending (i) on the last day of
the three-month period beginning on the date on which the Optionee ceases to be
a member of the Board for any reason other than the Optionee's death, or (ii) on
the last day of the six-month period beginning on the date of the Optionee's
death while serving as a member of the Board). The Option is not transferable or
assignable by the Optionee except: (1) by will or by the laws of descent or
distribution, or pursuant to a Qualified Domestic Relations Order; (2) without
consideration to members of the Optionee's family (e.g., children, grandchildren
and spouse); (3) without consideration to any person sharing the Optionee's
household (other than a tenant or employee); (4) without consideration to a
trust in which the persons described in (2) or (3) (or the Optionee) hold more
than 50% of the beneficial interest; or (4) a private foundation in which the
persons described in (2) or (3) (or the Optionee) own more than 50% of the
voting interests. No such transfer or assignment shall be effective to bind the
Company
unless the Company shall have been furnished with written notice thereof and a
copy of such evidence as the Board (or Committee, if any) may deem necessary to
establish the validity of the transfer or assignment and the acceptance by the
transferee(s) or assignee(s) of the terms and conditions hereof.
(b) Options may be exercised in whole or in part with respect to
whole shares only within the period permitted for exercise thereof, and shall be
exercised by written notice delivered to the Company at its principal office of
intent to exercise the Option with respect to a specified number of shares and
specifying the address to which certificates representing such shares are to be
mailed. Such notice shall be accompanied by cash or certified check, bank draft,
or postal or express money order payable to the order of the Company, for an
amount equal to the product obtained by multiplying the exercise price of the
Option by the number of shares of Common Stock with respect to which the Option
is then being exercised, or, with the consent of the Board, the payment of the
Option price may be made in whole or in part in Common Stock which is owned by
the Optionee and valued at its Fair Market Value on the date of exercise. Any
payment in shares of Common Stock shall be effected by delivery of such shares
to the Secretary of the Company, duly endorsed in blank or accompanied by stock
powers duly executed in blank, together with any other documents or evidence as
the Secretary shall require from time to time.
(c) This Option may not be exercised prior to the registration of
the Stock with the Securities and Exchange Commission and any applicable state
agencies. However, this condition may be waived by the Board if it determines
that such registration is not necessary in order to legally issue shares of
Stock to Optionee.
(d) Upon the Company's determination that the Option has been
validly exercised as to any of the Stock, the Secretary of the Company shall
issue a certificate or certificates in the Optionee's name for the number of
shares set forth in his written notice. However, the Company shall not be liable
to the Optionee for damages relating to any delays in issuing the certificate(s)
to him, any loss of the certificate(s) or any mistakes or errors in the issuance
of the certificate(s) or in the certificate(s) themselves.
3. Term of Directorship. This Option shall not grant to Optionee any right
to continue serving as a director of the Company.
4. Notices; Deliveries. Any notice or delivery required to be given under
the terms of this Option Agreement shall be addressed to the Company in care of
its Secretary at its principal office in Scottsdale, Arizona and any notice or
delivery to be given to Optionee 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.
5. Disputes. As a condition of the granting of the Option hereby, the
Optionee and his heirs and successors agree that any dispute or disagreement
which may arise hereunder shall be determined by the Board (or Committee, if
any) in its sole discretion and judgment, and that any such determination and
any interpretation by the Board (or Committee, if any) of the terms of this
Option shall be final and shall be binding and conclusive, for all purposes,
upon the Company, Optionee, his heirs and personal representatives.
6. Legend on Certificates. The certificate(s) representing the shares of
Stock purchased by exercise of this Option will be stamped or otherwise
imprinted with a legend in such form as the Company or its counsel may require
with respect to any applicable restrictions on the sale or transfer of such
shares and the stock transfer records of the Company will reflect stop-transfer
instructions with respect to such shares.
2
7. Option Subject to Plan. This Option is subject to the Plan. 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. All definitions of words and terms contained in the Plan
shall be applicable to this Option.
8. Death of Optionee. Upon the death of Optionee, all shares with respect
to which this Option would be exercisable at the date of such death shall be
thereafter exercisable by Optionee's executor or administrator, or the person or
persons to whom his rights under this Agreement shall pass by will or by the
laws of descent and distribution, as the case may be, until the termination of
the Option in accordance with this Agreement and the Plan. In no event may this
Option be exercised after the end of the option period specified in paragraph
2(a). Any heir or legatee of Optionee shall take rights herein granted subject
to the terms and conditions hereof.
9. Miscellaneous.
(a) All decisions of the Board (or Committee, if any) upon any
questions arising under the Plan or under this Option Agreement shall be
conclusive.
(b) Nothing herein contained shall affect Optionee's right to
participate in and receive benefits from and in accordance with the then current
provisions of any pension, insurance or other employee welfare plan or program
of the Company.
(c) Optionee agrees to make appropriate arrangements with the
Company for satisfaction of any applicable federal, state or local income tax,
withholding requirements or like requirements, including the payment to the
Company at the time of exercise of the Option of all such taxes and
requirements.
(d) Whenever the term "Optionee" is used herein under circumstances
applicable to any other person or persons to whom this Option, in accordance
with the provisions hereof, may be transferred, the word "Optionee" shall be
deemed to include such person or persons.
(e) Notwithstanding any of the other provisions hereof, Optionee
agrees that he will not exercise this Option and that the Company will not be
obligated to issue any of the Stock pursuant to this Option Agreement, if the
exercise of the Option or the issuance of such shares of Common Stock would
constitute a violation by the Optionee or by the Company of any provision of any
law or regulation of any governmental authority or national securities exchange.
Upon the acquisition of any Stock pursuant to the exercise of the Option herein
granted, Optionee will enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Agreement.
(f) This Agreement shall be binding upon and inure to the benefit of
any successor or successors of the Company.
(g) The interpretation, performance and enforcement of this Option
Agreement shall be governed by the laws of the State of Arizona.
3
IN WITNESS WHEREOF, the Company has, as of the date and place first above
written, caused this Agreement to be executed on its behalf by its President or
any Vice President and Optionee has hereunto set his hand as of the date and
place first written, which date is the date of grant of this Option.
ALLIED WASTE INDUSTRIES, INC.
By:____________________________________
OPTIONEE:
_______________________________________
________________________
Address:
________________________
________________________
________________________
4
