0000950153-06-002698 Sample Contracts

Contract
Allied Waste Industries Inc • November 3rd, 2006 • Refuse systems • New York

THIRD AMENDMENT dated as of July 26, 2006 (this “Amendment”), to the Credit Agreement dated as of July 21, 1999, as amended and restated as of March 21, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ALLIED WASTE INDUSTRIES, INC. (“Allied Waste”), ALLIED WASTE NORTH AMERICA, INC. (the “Borrower”), the lenders party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for the Lenders and as collateral trustee for the Shared Collateral Secured Parties.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 3rd, 2006 • Allied Waste Industries Inc • Refuse systems • Arizona

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective November 30, 2001, by and between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation having its principal office at 15880 North Greenway Hayden Loop, Suite 100, Scottsdale, Arizona 85260 (“Company”) and JOHN S. QUINN (“Executive”).

ALLIED WASTE INDUSTRIES, INC. RESTRICTED STOCK AGREEMENT (Under the 2006 Incentive Stock Plan)
Restricted Stock Agreement • November 3rd, 2006 • Allied Waste Industries Inc • Refuse systems • Arizona

THIS RESTRICTED STOCK AGREEMENT (“Agreement”), is dated , 200___ (the “Grant Date”), between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (the “Company”), and (the “Grantee”):

ALLIED WASTE INDUSTRIES, INC. RESTRICTED STOCK UNITS AGREEMENT (UNDER 2006 INCENTIVE STOCK PLAN)
Rsu Agreement • November 3rd, 2006 • Allied Waste Industries Inc • Refuse systems • Arizona

THIS RESTRICTED STOCK UNITS AGREEMENT (“Agreement”) is dated , 200___ (the “Grant Date”), between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (the “Company”), and (the “Grantee”).

ALLIED WASTE INDUSTRIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT (UNDER THE 2006 INCENTIVE STOCK PLAN)
Nonqualified Stock Option Agreement • November 3rd, 2006 • Allied Waste Industries Inc • Refuse systems • Arizona

THIS NONQUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is dated this ___ day of , 200___ (the “Grant Date”), between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (the “Company”), and (“Optionee”).

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