0001193125-14-251471 Sample Contracts

GUARANTY AGREEMENT
Guaranty Agreement • June 27th, 2014 • Casella Waste Systems Inc • Refuse systems • Vermont

This Guaranty Agreement (the “Guaranty”) is made as of March 1, 2013, jointly and severally by and between each of the undersigned (each, a “Guarantor,” and collectively, together with any additional parties that from time to time may become a Guarantor pursuant to the terms of the Financing Agreement described below, the “Guarantors”), as guarantors, and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture (defined below) (in such capacity, together with any successor or successors in such capacity, herein called the “Trustee”):

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CASELLA WASTE SYSTEMS, INC. Casella Waste Systems, Inc. Restricted Stock Unit Agreement Cover Sheet
Restricted Stock Unit Agreement • June 27th, 2014 • Casella Waste Systems Inc • Refuse systems • Delaware

This Agreement evidences the grant by Casella Waste Systems, Inc., a Delaware corporation (the “Company”), on the date set forth below (the “Grant Date”) to the person named below (the “Participant”) of a Restricted Stock Unit Award (the “Award”) based on the number of Continued Employment Units for the Vesting Period listed below, and Performance Share Units up to the maximum number of Performance Share Units for the Performance Period listed below. Each unit ultimately earned represents the right to receive one share of the Company’s Class A Common Stock, $0.01 par value per share (“Common Stock”), or the value of such Share. This Award is subject to the terms and conditions specified in the Casella Waste Systems, Inc. 2006 Stock Incentive Plan, as amended, (the “Plan”), and in this Agreement, consisting of this Cover Sheet and the attached Exhibit A.

EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2014 • Casella Waste Systems Inc • Refuse systems • Vermont

THIS EMPLOYMENT AGREEMENT, dated as of the 1st day of September, 2012 (the “Agreement”), is made by and between Casella Waste Systems, Inc., a Delaware corporation with an address of 25 Greens Hill Lane, Rutland, Vermont 05701 (“Company”), and Edmond Coletta, an individual with an address of 240 Grove St., Rutland, VT 05701 (“Employee”).

AMENDMENT TO LEASE AGREEMENT
Lease Agreement • June 27th, 2014 • Casella Waste Systems Inc • Refuse systems • Vermont

WHEREAS, Lessor and Lessee are parties to that certain Lease Agreement dated as of August 1, 1993, as amended by agreement between the parties as of December 9, 1994, respecting certain premises located off East Montpelier Road, Montpelier, Vermont (the “Lease Agreement”); and

CASELLA WASTE SYSTEMS, INC. Casella Waste Systems, Inc. Restricted Share Unit Agreement Cover Sheet
Casella Waste Systems Inc • June 27th, 2014 • Refuse systems • Delaware

This Agreement evidences the grant by Casella Waste Systems, Inc., a Delaware corporation (the “Company”), on the date set forth below (the “Grant Date”) to the person named below (the “Participant”) of a Restricted Share Unit Award (the “Award”). Each unit represents the right to receive one share of the Company’s Class A Common Stock, $0.01 par value per share (“Common Stock”), or the value of such Share. This Award is subject to the terms and conditions specified in the Casella Waste Systems, Inc. 2006 Stock Incentive Plan, as amended, (the “Plan”), and in this Agreement, consisting of this Cover Sheet and the attached Exhibit A.

CASELLA WASTE SYSTEMS, INC. Restricted Stock Agreement
Restricted Stock Agreement • June 27th, 2014 • Casella Waste Systems Inc • Refuse systems • Delaware

Casella Waste Systems, Inc. (the “Company”) has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2006 Stock Incentive Plan, as amended (the “Plan”), and the terms and conditions contained in this Restricted Stock Agreement (the “Agreement”). Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below.

CASELLA WASTE SYSTEMS, INC. Incentive Stock Option Agreement Granted Under 2006 Stock Incentive Plan
Casella Waste Systems Inc • June 27th, 2014 • Refuse systems
Re: Extension of Lease Agreements
Casella Waste Systems Inc • June 27th, 2014 • Refuse systems

The purpose of this letter is to request an extension of the following lease agreements in place between Casella Associates, Inc., and Casella Waste Management, Inc. (“CWM”):

EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2014 • Casella Waste Systems Inc • Refuse systems • Vermont

THIS EMPLOYMENT AGREEMENT, dated as of May 31, 2006 (the “Agreement”), is made by and between Casella Waste Systems, Inc., a Delaware corporation (the “Company”), and David L. Schmitt, an individual and a resident of Rutland Town, Vermont (the “Employee”).

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