<PAGE> 1
As filed with the Securities and Exchange Commission on September 15, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State of incorporation)
94-3283464
(IRS Employer identification No.)
2260 Douglas Blvd., Suite 280
Roseville, CA 95661
(Address of principal executive offices)
--------------------------
WASTE CONNECTIONS, INC.
1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
--------------------------
Ronald J. Mittelstaedt,
Chief Executive Officer and President
WASTE CONNECTIONS, INC.
2260 Douglas Blvd., Suite 280
Roseville, CA 95661
(916) 772-2221
(Name, address and telephone number of agent for service)
--------------------------
Copies to:
Robert D. Evans, Esq.
Christina M. O'Brien, Esq.
SHARTSIS, FRIESE & GINSBURG LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
Proposed Amount of
Title of Amount to be Maximum Proposed Maximum Registration Fee
Securities To Be Registered Offering Price Aggregate Offering
Registered Per Share (1) Price
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 309,700 $19.0625 $5,903,656.25 $1,741.58
$0.01 par value,
issuable upon
exercise of
options under
Waste
Connections,
Inc. 1997 Stock
Option Plan
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(c) and (h) under the Securities Act of 1933, based
upon the average of the high and low prices reported in the Nasdaq National
Market on September 11, 1998.
-------------------------------
This Registration Statement covers 309,700 shares of the Registrant's
Common Stock authorized to be issued under the Registrant's 1997 Stock Option
Plan.
ii
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") or the Securities Act of 1933, as amended, are hereby
incorporated by reference into this Registration Statement:
a) The Registrant's Prospectus dated September 9, 1998, and filed with
the Securities and Exchange Commission on September 11, 1998, in connection with
the Post-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form S-4, File No. 333-59199.
b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998, and filed with the Securities and Exchange Commission on August
13, 1998 and amended on August 31, 1998.
c) The Registrant's Current Reports on Forms 8-K and 8-K/A dated June
15, 1998, June 22, 1998, July 1, 1998, July 16, 1998, August 11, 1998 and
September 11, 1998.
d) The description of the Registrant's Common Stock is set forth under
the heading "Description of Capital Stock" on page 52 of the Registrant's
Prospectus dated September 9, 1998, and filed with the Securities and Exchange
Commission on September 11, 1998, in connection with the Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form S-4, File No.
333-59199.
All documents subsequently filed by Registrant with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered by this
Registration Statement have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
respective dates of the filing of such documents with the Securities and
Exchange Commission until the information contained therein is superseded or
updated by any subsequently-filed document that is or is deemed to be
incorporated by reference in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Certificate of Incorporation provides that
a director of the Registrant's Board of Directors shall not be personally liable
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. If the Delaware Law is subsequently
amended to permit further limitation of the personal liability of directors, the
liability of a director of the Registrant will be eliminated or limited to the
fullest extent permitted by the Delaware Law as so amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Waste Connections, Inc.'s 1997 Stock Option Plan.
5.1 Opinion of Shartsis, Friese & Ginsburg LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Shartsis, Friese & Ginsburg LLP (reference is made to
Exhibit 5.1).
23.3 Consent of Grant Thornton LLP, independent auditors.
24.1 Power of Attorney of certain officers and directors (reference is
made to page II-4).
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
(b) that, for purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any
of the securities
II-2
<PAGE> 5
being registered which remain unsold at the termination of the offering;
(d) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(e) that insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Roseville, California, on September 14, 1998.
WASTE CONNECTIONS, INC.
(Registrant)
By: /s/ Ronald J. Mittelstaedt
----------------------------------------
Ronald J. Mittelstaedt,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald J. Mittelstaedt and Steven F.
Bouck, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ronald J. Mittelstaedt Chief Executive Officer September 14, 1998
- -------------------------------------
Ronald J. Mittelstaedt
/s/ Steven F. Bouck Executive Vice President, Chief September 14, 1998
- ------------------------------------- Financial Officer
Steven F. Bouck
/s/ Michael Foos Chief Accounting Officer September 14, 1998
- -------------------------------------
Michael Foos
/s/ Ronald J. Mittelstaedt Chairman of the Board of Directors September 14, 1998
- -------------------------------------
Ronald J. Mittelstaedt
/s/ Michael W. Harlan Director September 14, 1998
- -------------------------------------
Michael W. Harlan
/s/ William J. Razzouk Director September 14, 1998
- -------------------------------------
William J. Razzouk
/s/ Eugene Dupreau Director September 14, 1998
- -------------------------------------
Eugene Dupreau
</TABLE>
II-4
<PAGE> 7
EXHIBIT INDEX
4.1 Waste Connections, Inc.'s 1997 Stock Option Plan.
5.1 Opinion of Shartsis, Friese & Ginsburg LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Shartsis, Friese & Ginsburg LLP (reference
is made to Exhibit 5.1).
23.3 Consent of Grant Thornton LLP, independent auditors.
24.1 Power of Attorney of certain officers and directors (reference
is made to page II-4)
<PAGE> 1
EXHIBIT 4.1
WASTE CONNECTIONS, INC.
1997 STOCK OPTION PLAN
1. PURPOSE.
The purpose of the Plan is to provide a means for the Company and any
Subsidiary, through the grant of Incentive Stock Options and Nonqualified Stock
Options to selected Employees, Consultants and Directors, to attract and retain
persons of ability as Employees, Consultants and Directors, and to motivate such
persons to exert their best efforts on behalf of the Company and any Subsidiary.
2. DEFINITIONS.
(a) "BOARD" means the Company's Board of Directors.
(b) "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
(c) "COMMITTEE" means a committee appointed by the Board in accordance
with section 4(b) of the Plan.
(d) "COMPANY" means Waste Connections, Inc., a Delaware corporation.
(e) "CONSULTANT" means any person, including an advisor, engaged by the
Company or a Subsidiary to render consulting services and who is compensated for
such services; provided that the term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors.
(f) "CONTINUOUS STATUS AS AN EMPLOYEE, CONSULTANT OR DIRECTOR" means the
employment or relationship as a Consultant or Director is not interrupted or
terminated. The Board, in its sole discretion, may determine whether Continuous
Status as an Employee, Consultant or Director shall be considered interrupted in
the case of (i) any leave of absence approved by the Board, including sick
leave, military leave or any other personal leave, or (ii) transfers between
locations of the Company or between the Company and a Subsidiary or their
successors.
(g) "DIRECTOR" means a member of the Company's Board.
(h) "DISABILITY" means permanent and total disability within the meaning
of section 422(c)(6) of the Code.
(i) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Subsidiary of the Company. Neither service as a
Consultant or a Director nor receipt of a director's fee from the Company shall
be sufficient to constitute "employment"
Page-1 Exhibit 4.1
<PAGE> 2
by the Company.
(j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(k) "INCENTIVE STOCK OPTIONS" means Options that are intended to qualify
as incentive stock options within the meaning of section 422 of the Code.
(l) "NON-EMPLOYEE DIRECTOR" means a Director who satisfies the
requirements established from time to time by the Securities and Exchange
Commission for non-employee directors under Rule 16b-3.
(m) "NONQUALIFIED STOCK OPTIONS" means Options that are not intended to
qualify as Incentive Stock Options.
(n) "OFFICER" means a person who is an officer of the Company or a
Subsidiary within the meaning of section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.
(o) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.
(p) "OPTIONEE" means an Employee, Consultant or Director who holds an
outstanding Option.
(q) "OPTIONS" means, collectively, Incentive Stock Options and
Nonqualified Stock Options.
(r) "OUTSIDE DIRECTOR" means a member of the Board who satisfies the
requirements established from time to time for outside directors under section
162(m) of the Code.
(s) "PLAN" means this Waste Connections, Inc., 1997 Stock Option Plan.
(t) "RULE 16B-3" means Rule 16b-3 under the Exchange Act or any
successor to Rule 16b-3, as amended from time to time and as in effect when
discretion is being exercised with respect to the Plan.
(u) "SECURITIES ACT" means the Securities Act of 1933, as amended.
(v) "STOCK" means the Common Stock of the Company.
(w) "SUBSIDIARY" means any corporation that at the time an Option is
granted under the Plan qualifies as a subsidiary of the Company under the
definition of "subsidiary
Page-2 Exhibit 4.1
<PAGE> 3
corporation" contained in section 424(f) of the Code, or any similar provision
hereafter enacted.
(x) "TEN PERCENT SHAREHOLDER" means an individual who, at the time of an
Option grant, owns stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Company.
3. SHARES SUBJECT TO THE PLAN.
Subject to adjustment as provided in section 6 for changes in Stock, the
Stock that may be sold pursuant to Options shall not exceed in the aggregate
1,200,000 shares. That number of shares shall be reserved for Options (subject
to adjustment as provided in section 6). If any Option for any reason
terminates, expires or is cancelled without having been exercised in full, the
Stock not purchased under such Option shall revert to and again become available
for issuance under the Plan.
4. ADMINISTRATION.
(a) The Plan shall be administered by the Board or, at the election of
the Board, by a Committee, as provided in subsection (b). Subject to the Plan,
the Board shall:
(i) determine and designate from time to time those Employees,
Consultants and Directors to whom Options are to be granted, and whether the
Options granted will be Incentive Stock Options or Nonqualified Stock Options;
(ii) authorize the granting of Incentive Stock Options,
Nonqualified Stock Options or combinations thereof;
(iii) determine the number of shares subject to each Option and
the Exercise Price of each Option;
(iv) determine the time or times when and the manner in which
each Option shall be exercisable and the duration of the exercise period;
(v) construe and interpret the Plan and the Options, and
establish, amend and revoke rules and regulations for the Plan's administration,
and correct any defect, omission or inconsistency in the Plan or any Option
Agreement in a manner and to the extent it deems necessary or expedient to make
the Plan fully effective; and
(vi) make such other determinations as it may be authorized to
make in the Plan and as it may deem necessary and desirable for the purposes of
the Plan.
Notwithstanding the foregoing, however, (1) no Option shall be granted after the
expiration of ten years from the effective date of the Plan specified in section
9 below, (2) the aggregate fair
Page-3 Exhibit 4.1
<PAGE> 4
market value (determined as of the date the Option is granted) of the Stock
subject to Options that become exercisable for the first time by any Employee
during any calendar year under all Incentive Stock Options of the Company and
its Subsidiaries shall not exceed $100,000, and (3) no person who is not an
Employee of the Company or a Subsidiary shall be entitled to receive Incentive
Stock Options under the Plan.
(b) The Board may delegate administration of the Plan to a Committee of
the Board. The Committee shall consist of not less than three members appointed
by the Board. Subject to the foregoing, the Board may from time to time increase
the size of the Committee and appoint additional members, remove members (with
or without cause) and appoint new members in substitution therefor, or fill
vacancies, however caused. If the Board delegates administration of the Plan to
a Committee, the Committee shall have the powers theretofore possessed by the
Board with respect to the administration of the Plan (and references in this
Plan to the Board shall apply to the Committee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. The Board may abolish the Committee at any time
and revest in the Board the administration of the Plan.
(c) Notwithstanding anything in this section 4 to the contrary,
beginning at such time as the Company first registers a class of equity
securities under section 12 of the Exchange Act, all decisions to grant Options
shall be made by the Board or by a Committee comprised solely of two or more
Directors, each of whom is both a Non-Employee Director and an Outside Director,
or shall be made in another manner that satisfies the requirements of Section
16b-3, so that transactions between the Company and any Officer or Director
relating to such Options may be exempt from section 16(b) of the Exchange Act.
5. TERMS AND CONDITIONS OF OPTIONS.
Each Option granted shall be evidenced by an Option Agreement in
substantially the form attached hereto as Annex A or Annex B or such other form
as may be approved by the Board. Each Option Agreement shall include the
following terms and conditions and such other terms and conditions as the Board
may deem appropriate:
(a) OPTION TERM. Each Option Agreement shall specify the term for which
the Option thereunder is granted and shall provide that such Option shall expire
at the end of such term. The Board may extend such term; provided that, in the
case of an Incentive Stock Option, such extension shall not in any way
disqualify the Option as an Incentive Stock Option. The term of any Option,
including any such extensions, shall not exceed ten years from the date of
grant; provided that, in the case of an Incentive Stock Option granted to a Ten
Percent Shareholder, such term, including extensions, shall not exceed five
years from the date of grant.
(b) EXERCISE PRICE. Each Option Agreement shall specify the exercise
price per share, as determined by the Board at the time the Option is granted;
provided that the exercise price of an Incentive Stock Option shall be not less
than the fair market value, or if granted to
Page-4 Exhibit 4.1
<PAGE> 5
a Ten Percent Shareholder, 110 percent of the fair market value, of one share of
Stock on the date the Option is granted, as such fair market value is determined
by the Board.
(c) VESTING. Each Option Agreement shall specify when it is exercisable.
The total number of shares of Stock subject to an Option may, but need not, be
allotted in periodic installments (which may, but need not be, equal). An Option
Agreement may provide that from time to time during each of such installment
periods, the Option may become exercisable ("vest") with respect to some or all
of the shares allotted to that period, and may be exercised with respect to some
or all of the shares allotted to such period or any prior period as to which the
Option shall have become vested but shall not have been fully exercised. An
Option may be subject to such other terms and conditions on the time or times
when it may be exercised (which may be based on performance or other criteria)
as the Board deems appropriate.
(d) PAYMENT OF PURCHASE PRICE ON EXERCISE. Each Option Agreement shall
provide that the purchase price of the shares as to which such Option may be
exercised shall be paid to the Company at the time of exercise either (i) in
cash, or (ii) in the absolute discretion of the Board (which discretion may be
exercised in a particular case without regard to any other case or cases), at
the time of the grant or thereafter, (A) by the withholding of shares of Stock
issuable on exercise of the Option or the delivery to the Company of other Stock
owned by the Optionee, provided in either case that the Optionee has owned
shares of Stock equal in number to the shares so withheld for a period
sufficient to avoid a charge to the Company's reported earnings, (B) according
to a deferred payment or other arrangement (which may include, without limiting
the generality of the foregoing, the use of Stock) with the person to whom the
Option is granted or to whom the Option is transferred pursuant to section 5(e),
or (C) in any other form of legal consideration that may be acceptable to the
Board.
In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at the minimum rate necessary to
avoid the treatment as interest, under any applicable provisions of the Code, of
any amounts other than amounts stated to be interest under the deferred payment
arrangement, or if less, the maximum rate permitted by law.
(e) NONTRANSFERABILITY. An Option shall not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of by the Optionee
during his or her lifetime, whether by operation of law or otherwise, other than
by will or the laws of descent and distribution applicable to the Optionee, and
shall not be made subject to execution, attachment or similar process; provided
that the Board may in its discretion at the time of approval of the grant of an
Option or thereafter permit an Optionee to transfer an Option to a trust or
other entity established by the Optionee for estate planning purposes, and may
permit further transferability or impose conditions or limitations on any
permitted transferability. Otherwise, during the lifetime of an Optionee, an
Option shall be exercisable only by such Optionee.
Page-5 Exhibit 4.1
<PAGE> 6
(f) CONDITIONS ON EXERCISE OF OPTIONS AND ISSUANCE OF SHARES.
(i) SECURITIES LAW COMPLIANCE. The Plan, the grant and exercise
of Options thereunder and the obligation of the Company to sell and deliver
shares on exercise of Options shall be subject to all applicable Federal and
state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required, in the opinion of the Board. Shares shall
not be issued on exercise of an Option until (1) the listing of such shares on
any stock exchange on which the Stock may then be listed and compliance with all
requirements of such exchange, and (2) the completion of any registration or
qualification of such shares under any Federal or state law, including without
limitation the Securities Act and the Exchange Act, or any rule or regulation of
any government body which the Company determines in its sole discretion to be
necessary or advisable.
(ii) INVESTMENT REPRESENTATION. The Company may require any
Optionee, or any person to whom an Option is transferred, as a condition of
exercising such Option, to (1) give written assurances satisfactory to the
Company as to the Optionee's knowledge and experience in financial and business
matters or to employ a purchaser representative reasonably satisfactory to the
Company who is knowledgeable and experienced in financial and business matters,
and that he or she is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the Option; and (2)
to give written assurances satisfactory to the Company stating that such person
is acquiring the Stock subject to the Option for such person's own account and
not with any present intention of selling or otherwise distributing the Stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall not apply if (A) the issuance of the Stock on the exercise
of the Option has been registered under a then currently effective registration
statement under the Securities Act, or (B) counsel for the Company determines as
to any particular requirement that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, with
the advice of its counsel, place such legends on stock certificates issued under
the Plan as the Company deems necessary or appropriate to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the Stock.
(g) EXERCISE AFTER DEATH OF OPTIONEE. If an Optionee dies (i) while an
Employee, Consultant or Director, or (ii) within three months after termination
of the Optionee's Continuous Status as an Employee, Consultant or Director
because of his or her Disability or retirement, his or her Options may be
exercised (to the extent that the Optionee was entitled to do so on the date of
death or termination) by the Optionee's estate or by a person who shall have
acquired the right to exercise the Options by bequest or inheritance, but only
within the period ending on the earlier of (1) one year after the Optionee's
death (or such shorter or longer period specified in the Option Agreement, which
period shall not be less than six months), or (2) the expiration date specified
in the Option Agreement. If after the Optionee's death, the Optionee's estate or
the person who acquired the right to exercise the Optionee's Options does not
exercise the Options within the time specified herein, the Options shall
terminate and the shares covered by such Options shall revert to and again
become available for issuance under the Plan.
Page-6 Exhibit 4.1
<PAGE> 7
(h) EXERCISE AFTER TERMINATION OF OPTIONEE'S CONTINUOUS STATUS AS AN
EMPLOYEE, CONSULTANT OR DIRECTOR AS A RESULT OF DISABILITY OR RETIREMENT. If an
Optionee's Continuous Status as an Employee, Consultant or Director terminates
as a result of the Optionee's Disability or retirement, and the Optionee does
not die within the following three months, the Optionee may exercise his or her
Options (to the extent that the Optionee was entitled to exercise them on the
date of termination), but only within the period ending on the earlier of (i)
six months after such termination (or such longer period specified in the Option
Agreement), or (ii) the expiration of the term set forth in the Option
Agreement. If after termination, the Optionee does not exercise his or her
Options within the time specified herein, the Options shall terminate, and the
shares covered by such Options shall revert to and again become available for
issuance under the Plan.
(i) NO EXERCISE AFTER TERMINATION OF OPTIONEE'S CONTINUOUS STATUS AS AN
EMPLOYMENT, CONSULTANT OR DIRECTOR OTHER THAN AS A RESULT OF DEATH, DISABILITY
OR RETIREMENT. If an Optionee's Continuous Status as an Employee, Consultant or
Director terminates other than as a result of the Optionee's death, Disability
or retirement, all right of the Optionee to exercise his or her Options shall
terminate on the date of termination of such Continuous Status as an Employee,
Consultant or Director. The Options shall terminate on such termination date,
and the shares covered by such Options shall revert to and again become
available for issuance under the Plan.
(j) EXCEPTIONS. Notwithstanding subsections (h), (i) and (j), the Board
shall have the authority to extend the expiration date of any outstanding Option
in circumstances in which it deems such action to be appropriate, provided that
no such extension shall extend the term of an Option beyond the expiration date
of the term of such Option as set forth in the Option Agreement.
(k) INCENTIVE STOCK OPTIONS. Each Option Agreement that provides for the
grant of an Incentive Stock Option shall contain such terms and conditions as
the Board determines to be necessary or desirable to qualify such Option as an
Incentive Stock Option within the meaning of section 422 of the Code.
(l) COMPANY'S REPURCHASE RIGHT. Each Option Agreement may, but is not
required to, include provisions whereby the Company shall have the right to
repurchase any and all shares acquired by an Optionee on exercise of any Option
granted under the Plan, at such price and on such other terms and conditions as
the Board may approve and as may be set forth in the Option Agreement. Such
right shall be exercisable by the Company after termination of an Optionee's
Continuous Status as an Employee, Consultant or Director, whenever such
termination may occur and whether such termination is voluntary or involuntary,
with cause or without cause, without regard to the reason therefor, if any.
Page-7 Exhibit 4.1
<PAGE> 8
6. ADJUSTMENTS ON CHANGES IN STOCK.
(a) If any change in the Stock subject to the Plan or subject to any
Option occurs (through stock dividend, dividend in property other than cash,
recapitalization, reorganization, reclassification, stock split or reverse stock
split, liquidating dividend, combination or exchange of shares, merger or
consolidation, any direct or indirect offering of Stock at a price substantially
below fair market value, or any similar change affecting the Stock), the Board
will appropriately adjust the class(es) and maximum number of shares subject to
the Plan and the class(es) and number of shares and price per share of Stock
subject to the outstanding Options.
(b) In the event of (i) a merger or consolidation in which the Company
is not the surviving corporation, or (ii) a reverse merger in which the Company
is the surviving corporation but the shares of the Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, then to the extent
permitted by applicable law: (1) any surviving corporation shall assume any
Options outstanding under the Plan or shall substitute similar options for those
outstanding under the Plan, or (2) any Options outstanding under the Plan shall
continue in full force and effect. If any surviving corporation refuses to
assume or continue such Options, or to substitute similar options for those
outstanding under the Plan, then such Options shall be terminated if not
exercised prior to the merger or reverse merger. If the Company dissolves or is
liquidated, any Options outstanding under the Plan shall terminate if not
exercise prior to such event.
7. AMENDMENT OF THE PLAN.
(a) The Board may from time to time amend or modify the Plan for any
reason; provided that the Company will seek shareholder approval for any change
if and to the extent required by applicable law, regulation or rule.
(b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Optionees with the
maximum benefits provided or to be provided under the Code and the regulations
promulgated thereunder relating to Incentive Stock Options or to cause the Plan
or Incentive Stock Options to comply therewith.
(c) Rights and obligations under any Option granted before amendment of
the Plan shall not be altered or impaired by any amendment, unless the Optionee
consents in writing.
8. TERMINATION OR SUSPENSION OF THE PLAN.
The Board may suspend or terminate the Plan at any time for any reason.
Unless sooner terminated, the Plan shall terminate on the day prior to the tenth
anniversary of the earlier of the date the Plan is adopted by the Board or the
date the Plan is approved by the Company's shareholders. No Options may be
granted under the Plan while the Plan is suspended or after
Page-8 Exhibit 4.1
<PAGE> 9
it is terminated. Rights and obligations under any Option granted while the Plan
is in effect shall not be altered or impaired by suspension or termination of
the Plan, except with the written consent of the Optionee.
9. EFFECTIVE DATE OF THE PLAN.
The effective date of the Plan shall be determined by the Board, subject
to approval by the shareholders of the Company holding not less than a majority
of the shares present and voting at an annual or special meeting or by written
consent. Notwithstanding the foregoing, if the Plan is approved by the Board
prior to such meeting or the giving of such consent, Options may be granted by
the Board as provided herein subject to such subsequent shareholder approval.
10. WITHHOLDING TAXES.
Whenever the Company proposes or is required to issue or transfer shares
of Stock under the Plan, the Company shall have the right to require the grantee
to remit to the Company an amount sufficient to satisfy any Federal, state or
local withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. Alternatively, the Company may issue or transfer
such shares net of the number of shares sufficient to satisfy the withholding
tax requirements. For withholding tax purposes, the shares of Stock shall be
valued on the date the withholding obligation is incurred.
11. MISCELLANEOUS.
(a) NO RIGHTS AS SHAREHOLDER. No Optionee, as such, shall have any
rights as a shareholder of the Company.
(b) NO RIGHTS TO CONTINUED EMPLOYMENT OR ENGAGEMENT. The Plan and any
Options granted under the Plan shall not confer on any Optionee any right with
respect to continuation of employment by the Company or any Subsidiary or
engagement as a Consultant or Director, nor shall they interfere in any way with
the right of the Company or any Subsidiary that employs or engages an Optionee
to terminate the Optionee's employment or engagement at any time.
(c) COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT. Beginning at such
time as the Company first registers a class of equity securities under section
12 of the Exchange Act, the Company intends that the Plan shall comply in all
respects with Rule 16b-3. If after such time any provision of this Plan is found
not to be in compliance with Rule 16b-3, that provision shall be deemed to have
been amended or deleted as and to the extent necessary to comply with Rule
16b-3, and the remaining provisions of the Plan shall continue in full force and
effect without change. All transactions under the Plan after such time shall be
executed in accordance with the requirements of section 16 of the Exchange Act
and the applicable regulations promulgated thereunder.
Page-9 Exhibit 4.1
<PAGE> 10
ANNEX A
THE SECURITIES TO WHICH THIS AGREEMENT RELATES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. SUCH SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
OFFERED FOR SALE OR SOLD IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT THEREFOR UNDER
SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY
TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.
INCENTIVE STOCK OPTION AGREEMENT
__________________, Optionee:
Waste Connections., Inc. (the "Company"), pursuant to its 1997 Stock
Option Plan (the "Plan"), has this ______________, 19___, granted to you, the
optionee named above, an option to purchase shares of the common stock of the
Company ("Stock"). This option is intended to qualify as an "incentive stock
option" within the meaning of section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
The grant under this Incentive Stock Option Agreement (the "Agreement")
is in connection with and in furtherance of the Company's compensatory benefit
plan for participation of the Company's Employees (including Officers),
Directors or Consultants and is intended to comply with Rule 701 promulgated by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"). Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Plan. The option granted
hereunder shall be subject to and governed by the following terms and
conditions:
1. The total number of shares of Stock subject to this option is
______________ shares. Subject to the limitations herein and in the Plan, this
option shall become exercisable (vest) as follows:
<TABLE>
<CAPTION>
Number of Shares Date of Earliest Exercise
(Installment) (Vesting)
---------------- -------------------------
<S> <C>
</TABLE>
Page 1 - Annex A
<PAGE> 11
The installments provided for are cumulative. Each such installment that becomes
exercisable shall remain exercisable until expiration or earlier termination of
the option.
2. (a) The exercise price of this option is $_____________________ per
share, being not less than 100 percent of [110 percent if Optionee is a Ten
Percent Shareholder] the fair market value of the Stock on the date of grant of
this option.
(b) Payment of the exercise price per share is due in full in cash
(including check) on exercise of all or any part of each installment that has
become exercisable by you; provided that, if at the time of exercise the Stock
is publicly traded and quoted regularly in the Wall Street Journal, payment of
the exercise price, to the extent permitted by the Company and applicable
statutes and regulations, may be made by having the Company withhold shares of
Stock issuable on such exercise, by delivering shares of Stock already owned by
you, or by delivering a combination of cash and such shares. Such Stock (i)
shall be valued at its fair market value at the close of business on the date of
exercise, (ii) if originally acquired from the Company, must have been held for
the period required to avoid a charge to the Company's reported earnings, and
(iii) must be owned free and clear of any liens, claims, encumbrances or
security interests.
(c) Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board which results in the receipt of cash (or check) by the Company
prior to the issuance of Stock.
3. (a) Subject to the provisions of this Agreement, you may elect at any
time during your Continuous Status as an Employee, Consultant or Director to
exercise this option as to any part or all of the shares subject to this option
at any time during the term hereof, including, without limitation, a time prior
to the date of earliest exercise (vesting) stated in paragraph 1 hereof;
provided that:
(i) a partial exercise of this option shall be deemed to
cover first vested shares and then unvested shares next vesting;
(ii) any shares so purchased that shall not have vested as
of the date of exercise shall be subject to the purchase option in favor of the
Company as described in the Early Exercise Stock Purchase Agreement available
from the Company;
(iii) you shall enter into an Early Exercise Stock
Purchase Agreement in the form available from the Company with a vesting
schedule that will result in the same vesting as if no early exercise had
occurred; and
(iv) you acknowledge that the aggregate fair market value
(determined as of the date options are granted) of any Stock subject to
Incentive Stock Options granted to you by the Company or any parent or
Subsidiary that become exercisable for the first time during
Page 2 - Annex A
<PAGE> 12
any calendar year may not exceed $100,000, and agree that to the extent that the
aggregate fair market value of Stock with respect to which such Incentive Stock
Options are exercisable by you for the first time in a calendar year exceeds
$100,000, the options or portions thereof in excess of such limit shall be
treated (according to the order in which they were granted) as Nonqualified
Stock Options.
(b) The election provided in this paragraph 3 to purchase shares on
the exercise of this option prior to the vesting dates shall cease on
termination of your Continuous Status as an Employee, Consultant or Director and
may not be exercised from or after the date thereof.
4. This option may not be exercised for any number of shares that would
require the issuance of anything other than whole shares.
5. Notwithstanding anything to the contrary herein, this option may not
be exercised unless the shares issuable on exercise of this option are then
registered under the Act or, if such shares are not then so registered, the
Company shall have determined that such exercise and issuance would be exempt
from the registration requirements of the Act.
6. The term of this option commences on the date hereof and, unless
sooner terminated as set forth below or in the Plan, terminates on
___________________ (which date shall be no more than [ten years] [five years if
Optionee is a Ten Percent Shareholder] from the date this option is granted). In
no event may this option be exercised on or after the date on which it
terminates. This option shall terminate prior to the expiration of its term on
the day after the termination of your Continuous Status as an Employee,
Consultant or Director for any reason or for no reason, unless:
(a) such termination is due to your retirement or Disability and you
do not die within the three months after such termination, in which event the
option shall terminate on the earlier of the termination date set forth above or
six months after such termination of your Continuous Status as an Employee,
Consultant or Director; or
(b) such termination is due to your death, or such termination is due
to your retirement or Disability and you die within three months after such
termination, in which event the option shall terminate on the earlier of the
termination date set forth above or the first anniversary of your death.
Notwithstanding any of the foregoing provisions to the contrary
however, this option may be exercised following termination of your Continuous
Status as an Employee, Consultant or Director only as to that number of shares
as to which it shall have been exercisable under paragraph 1 of this Agreement
on the date of such termination.
7. (a) This option may be exercised, to the extent specified above,
by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to
Page 3 - Annex A
<PAGE> 13
the Secretary of the Company, or to such other person as the Company may
designate, during regular business hours, together with such additional
documents as the Company may then require pursuant to subsection 5(f) of the
Plan.
(b) By exercising this option you agree that:
(i) the Company may require you to enter into an
arrangement providing for the cash payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
this option; (2) the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise; or (3) the disposition of shares
acquired on such exercise;
(ii) you will notify the Company in writing within fifteen
days after the date of any disposition of any of the shares of the Stock issued
on exercise of this option that occurs within two years after the date of this
option grant or within one year after such shares of Stock are issued on
exercise of this option; and
(iii) the Company (or a representative of the
underwriters) may, in connection with an underwritten registration of the
offering of any securities of the Company under the Act, require that you not
sell or otherwise transfer or dispose of any shares of Stock or other securities
of the Company during such period (not to exceed 180 days) following the
effective date (the "Effective Date") of the registration statement of the
Company filed under the Act as may be requested by the Company or the
representative of the underwriters. For purposes of this restriction, you will
be deemed to own securities which (i) are owned directly or indirectly by you,
including securities held for your benefit by nominees, custodians, brokers or
pledgees; (ii) may be acquired by you within sixty days of the Effective Date;
(iii) are owned directly or indirectly, by or for your brothers or sisters
(whether by whole or half blood) spouse, ancestors and lineal descendants; or
(iv) are owned, directly or indirectly, by or for a corporation, partnership,
estate or trust of which you are a shareholder, partner or beneficiary, but only
to the extent of your proportionate interest therein as a shareholder, partner
or beneficiary thereof. You further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such period.
8. You hereby represent and warrant to and agree with the Company as
follows:
(a) You have been granted access to, and have reviewed carefully,
the Plan and such records of the Company as may be necessary to permit you to
evaluate the option and, before any exercise of the option, you will review such
records of the Company as may be necessary to permit you to evaluate the merits
and risks of an investment in Stock. You are entering into this Agreement and
the transactions contemplated hereby solely in reliance on your own
investigation and such review. You have had an opportunity to meet with the
officers of the Company subsequent to review of such information to discuss with
them your questions concerning the Company and the terms and conditions of the
acquisitions hereunder.
Page 4 - Annex A
<PAGE> 14
(b) You are acquiring the option and will acquire the Stock, if
at all, pursuant to this Agreement with your own funds, and not with the funds
of anyone else. You are acquiring the option and will acquire the Stock, if at
all, for your own account, not as a nominee or agent and not for the account of
any other person or firm. No one else has or will have on any exercise of the
option any interest, beneficial or otherwise, in the option or, on the exercise
of the option, in any of the shares of Stock to be acquired on such exercise.
You are not, and prior to any exercise of the option will not be, obligated to
transfer the option or any Stock or any interest therein to anyone else, and you
do not and will not have any agreement or understanding to do so. You are
acquiring the option and will purchase Stock on the exercise hereof, if at all,
for investment for an indefinite period and not with a view to the sale or
distribution of the option or any Stock or any part or all thereof, by public or
private sale or other disposition, and you have no intention of selling,
granting any participation in or otherwise distributing or disposing of any or
all of the option or any Stock or any interest therein. You do not, and on any
exercise of the option will not, intend to subdivide the option or any shares
purchased on exercise thereof with anyone.
(c) At the time of any acquisition of Stock you will be able to
bear the economic risk of the investment in any Stock purchased. You are aware
that if you exercise the option, you must be prepared to hold any Stock received
for an indefinite period. You understand that neither the option nor the Stock
has been registered under the Act, on the ground, among others, that no
distribution or public offering of the Company's securities is to be effected
and any Stock acquired on exercise thereof will be acquired in connection with
transactions not involving any public offering within the meaning of section
4(2) of the Act. The Stock, if and when issued, will be "restricted securities",
as that term is defined in Rule 144 under the Act, and, accordingly, apart from
exercise of the option, the option and such Stock must be held indefinitely
unless they are subsequently registered under the Act or an exemption from such
registration is available. You understand and agree that the Company is not
under any obligation to register the option or any Stock under the Act or to
comply with any exemption under the Act.
You understand that the Company is relying in part on your
representations as set forth herein for purposes of claiming the exemption from
registration under the Act provided in section 3(b) or 4(2) thereof and that the
basis for such exemption may not be present if, notwithstanding your
representations herein, you have in mind merely acquiring the option or shares
for resale on the occurrence or nonoccurrence of some predetermined event. You
do not have in mind merely acquiring the option or any shares for resale on the
occurrence or nonoccurrence of any predetermined event.
(d) You have such knowledge and experience in financial and
business matters that the you are capable of evaluating the merits and risks of
the prospective investment contemplated by this Agreement, and you have
carefully reviewed and will carefully review all the information regarding the
Company, access to which has been and will be accorded to you hereunder, are
thoroughly familiar with the business, operations and properties of the Company
by virtue of such review and of your relationship with the Company and have
discussed with the
Page 5 - Annex A
<PAGE> 15
officers of the Company any questions you have with respect to the Company.
(e) Without in any way limiting your representations as set forth
herein, you further agree that you shall in no event make any disposition of all
or any part of or interest in the Stock or the option and that the Stock and the
option shall not be encumbered, pledged, hypothecated, sold, assigned or
transferred by you nor shall you receive any consideration for the option or any
Stock or for any interest therein from any person, unless and until prior to any
proposed encumbrance, pledge, hypothecation, sale, assignment, transfer or other
disposition of the option or any Stock, either (i) a registration statement on
Form S-1 (or any other form replacing such form or appropriate for the purpose
under the Act) with respect to the option or the Stock, as the case may be,
proposed to be transferred or otherwise disposed of shall be then effective or
(ii)(1) you have notified the Company of the proposed disposition and have
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition, (2) you have furnished the Company with an opinion of
counsel (obtained at your expense) in form and substance satisfactory to the
Company to the effect that such disposition will not require registration of the
option or any Stock, as the case may be, under the Act or qualification of the
option or any Stock, as the case may be, under any other securities law and (3)
counsel for the Company shall have concurred in such opinion and the Company
shall have advised you of such concurrence.
(f) If the Company proposes to sell Stock in a public offering
registered under the Act or exempt from registration under the Act, the
administrators of the securities laws of certain states may require as a
condition of registration or such exemption that some or all of the Shares be
deposited in an escrow or be subject to waivers of rights to dividends and
assets on liquidation, or both, for an extended period of time, subject to
release if specified financial or market requirements are met and partial
cancellation if such requirements are not met. You agree that you will enter
into any such escrow or waiver agreement that the Company may consider necessary
for the successful completion of such public offering.
(g) If, in the opinion of counsel for the Company, you at any
time act in any manner not consistent with your representations, warranties and
agreements in this Agreement, the Company may refuse to transfer the option or
any Stock until such time as counsel for the Company is of the opinion that such
transfer may be effected in compliance with all provisions of this Agreement and
such transfer will not require registration of the option or any Stock under the
Act or qualification of the option or any Stock under any other securities law.
(h) You hereby agree to indemnify and defend the Company and its
directors, officers, employees and agents and hold them harmless from and
against any and all claims, liabilities, damages or expenses incurred on account
of or arising out of (i) any inaccuracy in or breach of any of your
representations, warranties or agreements in this Agreement, including, without
limitation, the defense of any claim based on any allegation of fact
inconsistent with any of such representations, warranties or agreements; (ii)
the disposition of the option or any Stock that you may receive, contrary to any
of such representations, warranties and agreements; or (iii) any action, suit or
proceeding based on a claim that any of such representations, warranties
Page 6 - Annex A
<PAGE> 16
or agreements were inaccurate or misleading or otherwise cause for obtaining
damages or redress from the Company under the Act or any other securities law.
(i) Certificates representing any Stock received on exercise of
the option will bear a legend on the face thereof (or on the reverse thereof
with a reference to such legend on the face thereof) substantially in the form
set forth below, which legend restricts the sale, transfer or disposition of the
Stock otherwise than in accordance with this Agreement:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
ENCUMBERED, PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND
CONCURRED IN BY THE CORPORATION'S COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR SUCH TRANSACTION COMPLIES WITH RULES
PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT. IN
ADDITION, SALE, TRANSFER, ENCUMBRANCE, HYPOTHECATION, GIFT OR OTHER
DISPOSITION OR ALIENATION OF SUCH SHARES OR ANY INTEREST THEREIN IS
RESTRICTED BY AND SUBJECT TO AN INCENTIVE STOCK OPTION AGREEMENT DATED
___________ , 19__, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL
OFFICE OF THE CORPORATION AND ALL OF THE PROVISIONS OF WHICH ARE
INCORPORATED BY REFERENCE IN THIS CERTIFICATE.
(j) If Stock acquired on exercise of this option is transferred
other than by will or by the laws of descent and distribution within two years
after the date this option is granted or within one year after the issuance of
such Stock on exercise of this option, such transfer shall be a "disqualifying
disposition" under the Code, and you must bear the tax consequences thereof.
(k) The Company may require you to furnish to the Company, prior
and as a condition to the issuance of any Stock on any exercise of the option,
an agreement (in such form as the Company may specify) in which you confirm the
foregoing representations, warranties and agreements or make similar or
additional representations, warranties and agreements with respect to such
Stock.
9. This option is generally not transferable, except by will or by the
laws of descent and distribution, unless the Company expressly permits a
transfer, such as to a trust or other entity for estate planning purposes.
Unless the Company approves such a transfer, this option is exercisable during
your life only by you.
Page 7 - Annex A
<PAGE> 17
10. This Agreement is not an employment contract and nothing in this
Agreement shall be deemed to create in any way whatsoever any obligation on your
part to continue in the employ of the Company, or of the Company to continue
your employment with the Company.
11. Any notice or other communication to be given under or in connection
with this Agreement or the Plan shall be given in writing and shall be deemed
effectively given on receipt or, in the case of notices from the Company to you,
five days after deposit in the United States mail, postage prepaid, addressed to
you at the address specified below or at such other address as you may hereafter
designate by notice to the Company.
12. This Agreement is subject to all provisions of the Plan, a copy of
which is attached hereto and made a part of this Agreement, including, without
limitation, the provisions of section 5 of the Plan relating to option
provisions, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan. In the event of any conflict between the provisions of this Agreement
and those of the Plan, the provisions of the Plan shall control.
WASTE CONNECTIONS, INC.
By
-----------------------------------
Duly authorized on behalf
of the Board of Directors
ATTACHMENTS:
1997 Stock Option Plan
Notice of Exercise
Page 8 - Annex A
<PAGE> 18
The undersigned:
(a) Acknowledges receipt of the foregoing Incentive Stock Option
Agreement and the attachments referenced therein and understands that all rights
and liabilities with respect to the option granted under the Agreement are set
forth in such Agreement and the Plan; and
(b) Acknowledges that as of the date of grant set forth in such
Agreement, the Agreement sets forth the entire understanding between the
undersigned optionee and the Company and its Subsidiaries regarding the
acquisition of Stock pursuant to the option and supersedes all prior oral and
written agreements on that subject with the exception of (i) the options, if
any, previously granted and delivered to the undersigned under stock option
plans of the Company, and (ii) the following agreements only:
NONE:
----------
(Initial)
OTHER:
----------------------------
----------------------------
----------------------------
------------------------------------------------
OPTIONEE
Address:
---------------------------------------
---------------------------------------
Page 9 - Annex A
<PAGE> 19
NOTICE OF EXERCISE
Waste Connections, Inc.
2260 Douglas Blvd., Suite 280
Roseville, CA 95661 Date of Exercise: __________
Ladies and Gentlemen:
This constitutes notice under my Incentive Stock Option Agreement or
Nonqualified Stock Option Agreement (as indicated below) that I elect to
purchase the number of shares of Common Stock ("Stock") of Waste Connections,
Inc. (the "Company") for the price set forth below.
Type of Option Agreement (check one): Incentive [ ] Nonqualified [ ]
Option Agreement dated: ____________________
Number of shares as
to which option is
exercised: ____________________
Certificates to be
issued in name of: ____________________
Total exercise price: $____________________
Cash payment delivered
herewith: $____________________
Value of __________ shares
of _________________ common
stock delivered herewith(1): $____________________
By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the Waste Connections, Inc. 1997 Stock
Option Plan or the Option Agreement, (ii) to provide for the payment by me to
you (in the manner designated by you) of your withholding obligation, if any,
relating to the exercise of this option, and (iii) if this exercise relates to
an incentive stock option, to notify you in writing within fifteen days after
the date of any disposition of any of the shares of Stock issued on exercise of
this option that
- --------
(1) Shares must meet the public trading requirements set forth in the Option
Agreement. Shares must be valued in accordance with the terms of the option
being exercised, must have been owned for the minimum period required in the
Option Agreement, and must be owned free and clear of any liens, claims,
encumbrances or security interests. Certificates must be endorsed or accompanied
by an executed assignment separate from certificate.
Page 10 - Annex A
<PAGE> 20
occurs within two years after the date of grant of this option or within one
year after such shares of Stock are issued on exercise of this option.
I hereby reaffirm all of my representations, warranties and agreements
contained in such Option Agreement as if made on and as of the date hereof, and
I hereby further represent and warrant to you that I have recently consulted
with my personal tax, accounting and other advisers with regard to this option
exercise; provided that if a registration statement covering the Stock is
currently in effect under the Securities Act of 1933, as amended (the
"Securities Act"), I am not required to reaffirm my representations, warranties
and agreements contained in sections 8(a)-(e) of the Option Agreement.
I hereby represent, warrant and agree with respect to the shares of
Stock of the Company that I am acquiring by this exercise of the option (the
"Shares") that, if required by the Company (or a representative of the
underwriters) in connection with an underwritten registration of the offering of
any securities of the Company under the Securities Act, I will not sell or
otherwise transfer or dispose of any shares of Stock or other securities of the
Company during such period (not to exceed 180 days) following the effective date
of the registration statement of the Company filed under the Securities Act (the
"Effective Date") as may be requested by the Company or the representative of
the underwriters. For purposes of this restriction, I will be deemed to own
securities that (i) are owned directly or indirectly by me, including securities
held for my benefit by nominees, custodians, brokers or pledgees; (ii) may be
acquired by me within sixty days of the Effective Date; (iii) are owned directly
or indirectly, by or for my brothers or sisters (whether by whole or half
blood), spouse, ancestors and lineal descendants; or (iv) are owned, directly or
indirectly, by or for a corporation, partnership, estate or trust of which I am
a shareholder, partner or beneficiary, but only to the extent of my
proportionate interest therein as a shareholder, partner or beneficiary thereof.
I further agree that the Company may impose stop-transfer instructions with
respect to securities subject to this restriction until the end of such period.
Very truly yours,
-----------------------------------------------
Page 11 - Annex A
<PAGE> 21
ANNEX B
THE SECURITIES TO WHICH THIS AGREEMENT RELATES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. SUCH SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
OFFERED FOR SALE OR SOLD IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT THEREFOR UNDER
SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY
TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.
NONQUALIFIED STOCK OPTION AGREEMENT
____________, Optionee:
Waste Connections, Inc. (the "Company"), pursuant to its 1997 Stock
Option Plan (the "Plan"), has this __________, 19__, granted to you, the
optionee named above, an option to purchase shares of the common stock of the
Company ("Stock"). This option is not intended to qualify and will not be
treated as an "incentive stock option" within the meaning of section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
The grant under this Nonqualified Stock Option Agreement (the
"Agreement") is in connection with and in furtherance of the Company's
compensatory benefit plan for participation of the Company's Employees
(including Officers), Directors or Consultants and is intended to comply with
Rule 701 promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"). Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the Plan.
The option granted hereunder shall be subject to and governed by the following
terms and conditions:
1. The total number of shares of Stock subject to this option is
_______________ shares. Subject to the limitations herein and in the Plan, this
option shall become exercisable (vest) as follows:
<TABLE>
<CAPTION>
<S> <C>
Number of Shares Date of Earliest Exercise
(Installment) (Vesting)
---------------- -------------------------
</TABLE>
The installments provided for are cumulative. Each such installment that becomes
exercisable shall remain exercisable until expiration or earlier termination of
the option.
Page 1 - Annex B
<PAGE> 22
2. (a) The exercise price of this option is $______________ per share.
(b) Payment of the exercise price per share is due in full in cash
(including check) on exercise of all or any part of each installment that has
become exercisable by you; provided that, if at the time of exercise, the Stock
is publicly traded and quoted regularly in the Wall Street Journal, payment of
the exercise price, to the extent permitted by the Company and applicable
statutes and regulations, may be made by having the Company withhold shares of
Stock issuable on such exercise, by delivering shares of Stock already owned by
you, or by delivering a combination of cash and such shares. Such Stock (i)
shall be valued at its fair market value at the close of business on the date of
exercise, (ii) if originally acquired from the Company, must have been held for
the period required to avoid a charge to the Company's reported earnings, and
(iii) must be owned free and clear of any liens, claims, encumbrances or
security interests.
(c) Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board which results in the receipt of cash (or check) by the Company
prior to the issuance of Stock.
3. (a) Subject to the provisions of this Agreement, you may elect at
any time during your Continuous Status as an Employee, Consultant or Director to
exercise this option as to any part or all of the shares subject to this option
at any time during the term hereof, including, without limitation, a time prior
to the date of earliest exercise (vesting) stated in paragraph 1 hereof;
provided that:
(i) a partial exercise of this option shall be deemed to
cover first vested shares and then unvested shares next vesting;
(ii) any shares so purchased that shall not have vested as
of the date of exercise shall be subject to the purchase option in favor of the
Company as described in the Early Exercise Stock Purchase Agreement available
from the Company; and
(iii) you shall enter into an Early Exercise Stock
Purchase Agreement in the form available from the Company with a vesting
schedule that will result in the same vesting as if no early exercise had
occurred.
(b) The election provided in this paragraph 3 to purchase shares on
the exercise of this option prior to the vesting dates shall cease on
termination of your Continuous Status as an Employee, Consultant or Director and
may not be exercised from or after the date thereof.
4. This option may not be exercised for any number of shares that would
require the issuance of anything other than whole shares.
Page 2 - Annex B
<PAGE> 23
5. Notwithstanding anything to the contrary herein, this option may not
be exercised unless the shares issuable on exercise of this option are then
registered under the Act or, if such shares are not then so registered, the
Company shall have determined that such exercise and issuance would be exempt
from the registration requirements of the Act.
6. The term of this option commences on the date hereof and, unless
sooner terminated as set forth below or in the Plan, terminates on
________________ (which date shall be no more than ten years from the date this
option is granted). In no event may this option be exercised on or after the
date on which it terminates. This option shall terminate prior to the expiration
of its term on the day after the termination of your Continuous Status as an
Employee, Consultant or Director for any reason or for no reason, unless:
(a) such termination is due to your retirement or Disability and
you do not die within the three months after such termination, in which event
the option shall terminate on the earlier of the termination date set forth
above or six months after such termination of your Continuous Status as an
Employee, Consultant or Director; or
(b) such termination is due to your death, or such termination is
due to your retirement or Disability and you die within three months after such
termination, in which event the option shall terminate on the earlier of the
termination date set forth above or the first anniversary of your death.
Notwithstanding any of the foregoing provisions to the contrary however,
this option may be exercised following termination of your Continuous Status as
an Employee, Consultant or Director only as to that number of shares as to which
it shall have been exercisable under paragraph 1 of this Agreement on the date
of such termination.
7. (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to subsection 5(f)
of the Plan.
(b) By exercising this option you agree that:
(i) the Company may require you to enter into an
arrangement providing for the cash payment by you to the Company of any tax
withholding obligation of the Company arising by reason of: (1) the exercise of
this option; (2) the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise; or (3) the disposition of shares
acquired on such exercise; and
(ii) the Company (or a representative of the underwriters)
may, in connection with an underwritten registration of the offering of any
securities of the Company under the Act, require that you not sell or otherwise
transfer or dispose of any shares of Stock
Page 3 - Annex B
<PAGE> 24
or other securities of the Company during such period (not to exceed 180 days)
following the effective date (the "Effective Date") of the registration
statement of the Company filed under the Act as may be requested by the Company
or the representative of the underwriters. For purposes of this restriction, you
will be deemed to own securities which (i) are owned directly or indirectly by
you, including securities held for your benefit by nominees, custodians, brokers
or pledgees; (ii) may be acquired by you within sixty days of the Effective
Date; (iii) are owned directly or indirectly, by or for your brothers or sisters
(whether by whole or half blood) spouse, ancestors and lineal descendants; or
(iv) are owned, directly or indirectly, by or for a corporation, partnership,
estate or trust of which you are a shareholder, partner or beneficiary, but only
to the extent of your proportionate interest therein as a shareholder, partner
or beneficiary thereof. You further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such period.
8. You hereby represent and warrant to and agree with the Company as
follows:
(a) You have been granted access to, and have reviewed carefully,
the Plan and such records of the Company as may be necessary to permit you to
evaluate the option and, before any exercise of the option, you will review such
records of the Company as may be necessary to permit you to evaluate the merits
and risks of an investment in Stock. You are entering into this Agreement and
the transactions contemplated hereby solely in reliance on your own
investigation and such review. You have had an opportunity to meet with the
officers of the Company subsequent to review of such information to discuss with
them your questions concerning the Company and the terms and conditions of the
acquisitions hereunder.
(b) You are acquiring the option and will acquire the Stock, if
at all, pursuant to this Agreement with your own funds, and not with the funds
of anyone else. You are acquiring the option and will acquire the Stock, if at
all, for your own account, not as a nominee or agent and not for the account of
any other person or firm. No one else has or will have on any exercise of the
option any interest, beneficial or otherwise, in the option or, on the exercise
of the option, in any of the shares of Stock to be acquired on such exercise.
You are not, and prior to any exercise of the option will not be, obligated to
transfer the option or any Stock or any interest therein to anyone else, and you
do not and will not have any agreement or understanding to do so. You are
acquiring the option and will purchase Stock on the exercise hereof, if at all,
for investment for an indefinite period and not with a view to the sale or
distribution of the option or any Stock or any part or all thereof, by public or
private sale or other disposition, and you have no intention of selling,
granting any participation in or otherwise distributing or disposing of any or
all of the option or any Stock or any interest therein. You do not, and on any
exercise of the option will not, intend to subdivide the option or any shares
purchased on exercise thereof with anyone.
(c) At the time of any acquisition of Stock you will be able to
bear the economic risk of the investment in any Stock purchased. You are aware
that if you exercise the option, you must be prepared to hold any Stock received
for an indefinite period. You understand that neither the option nor the Stock
has been registered under the Act, on the ground, among others,
Page 4 - Annex B
<PAGE> 25
that no distribution or public offering of the Company's securities is to be
effected and any Stock acquired on exercise thereof will be acquired in
connection with transactions not involving any public offering within the
meaning of section 4(2) of the Act. The Stock, if and when issued, will be
"restricted securities", as that term is defined in Rule 144 under the Act, and,
accordingly, apart from exercise of the option, the option and such Stock must
be held indefinitely unless they are subsequently registered under the Act or an
exemption from such registration is available. You understand and agree that the
Company is not under any obligation to register the option or any Stock under
the Act or to comply with any exemption under the Act.
You understand that the Company is relying in part on your
representations as set forth herein for purposes of claiming the exemption from
registration under the Act provided in section 3(b) or 4(2) thereof and that the
basis for such exemption may not be present if, notwithstanding your
representations herein, you have in mind merely acquiring the option or shares
for resale on the occurrence or nonoccurrence of some predetermined event. You
do not have in mind merely acquiring the option or any shares for resale on the
occurrence or nonoccurrence of any predetermined event.
(d) You have such knowledge and experience in financial and
business matters that the you are capable of evaluating the merits and risks of
the prospective investment contemplated by this Agreement, and you have
carefully reviewed and will carefully review all the information regarding the
Company, access to which has been and will be accorded to you hereunder, are
thoroughly familiar with the business, operations and properties of the Company
by virtue of such review and of your relationship with the Company and have
discussed with the officers of the Company any questions you have with respect
to the Company.
(e) Without in any way limiting your representations as set forth
herein, you further agree that you shall in no event make any disposition of all
or any part of or interest in the Stock or the option and that the Stock and the
option shall not be encumbered, pledged, hypothecated, sold, assigned or
transferred by you nor shall you receive any consideration for the option or any
Stock or for any interest therein from any person, unless and until prior to any
proposed encumbrance, pledge, hypothecation, sale, assignment, transfer or other
disposition of the option or any Stock, either (i) a registration statement on
Form S-1 (or any other form replacing such form or appropriate for the purpose
under the Act) with respect to the option or the Stock, as the case may be,
proposed to be transferred or otherwise disposed of shall be then effective or
(ii)(1) you have notified the Company of the proposed disposition and have
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition, (2) you have furnished the Company with an opinion of
counsel (obtained at your expense) in form and substance satisfactory to the
Company to the effect that such disposition will not require registration of the
option or any Stock, as the case may be, under the Act or qualification of the
option or any Stock, as the case may be, under any other securities law and (3)
counsel for the Company shall have concurred in such opinion and the Company
shall have advised you of such concurrence.
Page 5 - Annex B
<PAGE> 26
(f) If the Company proposes to sell Stock in a public offering
registered under the Act or exempt from registration under the Act, the
administrators of the securities laws of certain states may require as a
condition of registration or such exemption that some or all of the Shares be
deposited in an escrow or be subject to waivers of rights to dividends and
assets on liquidation, or both, for an extended period of time, subject to
release if specified financial or market requirements are met and partial
cancellation if such requirements are not met. You agree that you will enter
into any such escrow or waiver agreement that the Company may consider necessary
for the successful completion of such public offering.
(g) If, in the opinion of counsel for the Company, you at any
time act in any manner not consistent with your representations, warranties and
agreements in this Agreement, the Company may refuse to transfer the option or
any Stock until such time as counsel for the Company is of the opinion that such
transfer may be effected in compliance with all provisions of this Agreement and
such transfer will not require registration of the option or any Stock under the
Act or qualification of the option or any Stock under any other securities law.
(h) You hereby agree to indemnify and defend the Company and its
directors, officers, employees and agents and hold them harmless from and
against any and all claims, liabilities, damages or expenses incurred on account
of or arising out of (i) any inaccuracy in or breach of any of your
representations, warranties or agreements in this Agreement, including, without
limitation, the defense of any claim based on any allegation of fact
inconsistent with any of such representations, warranties or agreements; (ii)
the disposition of the option or any Stock that you may receive, contrary to any
of such representations, warranties and agreements; or (iii) any action, suit or
proceeding based on a claim that any of such representations, warranties or
agreements were inaccurate or misleading or otherwise cause for obtaining
damages or redress from the Company under the Act or any other securities law.
(i) Certificates representing any Stock received on exercise of
the option will bear a legend on the face thereof (or on the reverse thereof
with a reference to such legend on the face thereof) substantially in the form
set forth below, which legend restricts the sale, transfer or disposition of the
Stock otherwise than in accordance with this Agreement:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
ENCUMBERED, PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND
CONCURRED IN BY THE CORPORATION'S COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR SUCH TRANSACTION COMPLIES WITH RULES
PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT. IN
ADDITION, SALE, TRANSFER, ENCUMBRANCE, HYPOTHECATION, GIFT OR OTHER
DISPOSITION OR
Page 6 - Annex B
<PAGE> 27
ALIENATION OF SUCH SHARES OR ANY INTEREST THEREIN IS RESTRICTED BY AND
SUBJECT TO A NONQUALIFIED STOCK OPTION AGREEMENT DATED ___________,
19__, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE
CORPORATION AND ALL OF THE PROVISIONS OF WHICH ARE INCORPORATED BY
REFERENCE IN THIS CERTIFICATE.
(j) The Company may require you to furnish to the Company, prior
and as a condition to the issuance of any Stock on any exercise of the option,
an agreement (in such form as the Company may specify) in which you confirm the
foregoing representations, warranties and agreements or make similar or
additional representations, warranties and agreements with respect to such
Stock.
9. This option is generally not transferable, except by will or by the
laws of descent and distribution, unless the Company expressly permits a
transfer, such as to a trust or other entity for estate planning purposes.
Unless the Company approves such a transfer, this option is exercisable during
your life only by you.
10. This Agreement is not an employment contract and nothing in this
Agreement shall be deemed to create in any way whatsoever any obligation on your
part to continue in the employ of the Company, or of the Company to continue
your employment with the Company. If this option is granted to you in connection
with your performance of services as a Consultant or Director, references to
employment, Employee and similar terms shall be deemed to include the
performance of services as a Consultant or a Director, as the case may be;
provided that no rights as an Employee shall arise by reason of the use of such
terms.
11. Any notice or other communication to be given under or in connection
with this Agreement or the Plan shall be given in writing and shall be deemed
effectively given on receipt or, in the case of notices from the Company to you,
five days after deposit in the United States mail, postage prepaid, addressed to
you at the address specified below or at such other address as you may hereafter
designate by notice to the Company.
12. This Agreement is subject to all provisions of the Plan, a copy of
which is attached hereto and made a part of this Agreement, including, without
limitation, the provisions of section 5 of the Plan relating to option
provisions, and is further subject to all interpretations,
Page 7 - Annex B
<PAGE> 28
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the
provisions of this Agreement and those of the Plan, the provisions of the Plan
shall control.
WASTE CONNECTIONS, INC.
By
------------------------------------
Duly authorized on behalf
of the Board of Directors
ATTACHMENTS:
1997 Stock Option Plan
Notice of Exercise
Page 8 - Annex B
<PAGE> 29
The undersigned:
(a) Acknowledges receipt of the foregoing Nonqualified Stock Option
Agreement and the attachments referenced therein and understands that all rights
and liabilities with respect to the option granted under the Agreement are set
forth in such Agreement and the Plan; and
(b) Acknowledges that as of the date of grant set forth in such
Agreement, the Agreement sets forth the entire understanding between the
undersigned optionee and the Company and its Subsidiaries regarding the
acquisition of Stock pursuant to the option and supersedes all prior oral and
written agreements on that subject with the exception of (i) the options, if
any, previously granted and delivered to the undersigned under stock option
plans of the Company, and (ii) the following agreements only:
NONE:
---------
(Initial)
OTHER:
------------------------------
------------------------------
------------------------------
---------------------------------------------
OPTIONEE
Address:
-------------------------------------
-------------------------------------
Page 9 - Annex B
<PAGE> 30
NOTICE OF EXERCISE
Waste Connections, Inc.
2260 Douglas Blvd., Suite 280
Roseville, CA 95661 Date of Exercise: __________
Ladies and Gentlemen:
This constitutes notice under my Incentive Stock Option Agreement or
Nonqualified Stock Option Agreement (as indicated below) that I elect to
purchase the number of shares of Common Stock ("Stock") of Waste Connections,
Inc. (the "Company") for the price set forth below.
Type of Option Agreement (check one): Incentive [ ] Nonqualified [ ]
Option Agreement dated: ______________________
Number of shares as
to which option is
exercised: ______________________
Certificates to be
issued in name of: ______________________
Total exercise price: $______________________
Cash payment delivered
herewith: $______________________
Value of __________ shares
of _________________ common
stock delivered herewith(2): $______________________
By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the Waste Connections, Inc. 1997 Stock
Option Plan or the Option Agreement, (ii) to provide for the payment by me to
you (in the manner designated by you) of your withholding obligation, if any,
relating to the exercise of this option, and (iii) if this exercise relates to
an incentive stock option, to notify you in writing within fifteen days after
the date of any disposition of any of the shares of Stock issued on exercise of
this option that
- --------
(1) Shares must meet the public trading requirements set forth in the
Option Agreement. Shares must be valued in accordance with the terms of the
option being exercised, must have been owned for the minimum period required in
the Option Agreement, and must be owned free and clear of any liens, claims,
encumbrances or security interests. Certificates must be endorsed or accompanied
by an executed assignment separate from certificate.
Page 10 - Annex B
<PAGE> 31
occurs within two years after the date of grant of this option or within one
year after such shares of Stock are issued on exercise of this option.
I hereby reaffirm all of my representations, warranties and agreements
contained in such Option Agreement as if made on and as of the date hereof, and
I hereby further represent and warrant to you that I have recently consulted
with my personal tax, accounting and other advisers with regard to this option
exercise; provided that if a registration statement covering the Stock is
currently in effect under the Securities Act of 1933, as amended (the
"Securities Act"), I am not required to reaffirm my representations, warranties
and agreements contained in sections 8(a)-(e) of the Option Agreement.
I hereby represent, warrant and agree with respect to the shares of
Stock of the Company that I am acquiring by this exercise of the option (the
"Shares") that, if required by the Company (or a representative of the
underwriters) in connection with an underwritten registration of the offering of
any securities of the Company under the Securities Act, I will not sell or
otherwise transfer or dispose of any shares of Stock or other securities of the
Company during such period (not to exceed 180 days) following the effective date
of the registration statement of the Company filed under the Securities Act (the
"Effective Date") as may be requested by the Company or the representative of
the underwriters. For purposes of this restriction, I will be deemed to own
securities that (i) are owned directly or indirectly by me, including securities
held for my benefit by nominees, custodians, brokers or pledgees; (ii) may be
acquired by me within sixty days of the Effective Date; (iii) are owned directly
or indirectly, by or for my brothers or sisters (whether by whole or half
blood), spouse, ancestors and lineal descendants; or (iv) are owned, directly or
indirectly, by or for a corporation, partnership, estate or trust of which I am
a shareholder, partner or beneficiary, but only to the extent of my
proportionate interest therein as a shareholder, partner or beneficiary thereof.
I further agree that the Company may impose stop-transfer instructions with
respect to securities subject to this restriction until the end of such period.
Very truly yours,
--------------------------------------
Page 11 - Annex B
<PAGE> 1
EXHIBIT 5.1
September 14, 1998
Waste Connections, Inc.
2260 Douglas Blvd., Suite 280
Roseville, CA 95661
Re: Waste Connections, Inc. Registration Statement on Form S-8 for
the 1997 Stock Option Plan
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 filed by
Waste Connections, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the proposed issuance and
sale by the Company of up to 309,700 shares of Company's Common Stock, par value
$0.01 per share (the "Common Stock"). As counsel for the Company in connection
with the registration, we render the opinion set forth below.
We have examined, and are familiar with, originals or copies, certified
or otherwise authenticated to our satisfaction, of documents, corporate records
and other writings which we consider relevant for the purpose of this opinion.
We have also reviewed the Amended and Restated Certificate of Incorporation, the
Amended and Restated Bylaws and pertinent resolutions of the Board of Directors
of the Company. In addition, we have ascertained or verified other facts which
we deem relevant for the purpose of this opinion.
In connection with this examination, we have assumed the genuineness of
all signatures on original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
Based upon the foregoing, and such other legal considerations as we deem
appropriate, we are of the opinion that:
The maximum of 309,700 shares of Common Stock proposed to be sold by the
Page-1 Exhibit 5.1
<PAGE> 2
Company under the terms of the Company's 1997 Stock Option Plan (the "Plan"),
when sold and issued in accordance with the terms of the Plan, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SHARTSIS, FRIESE & GINSBURG, LLP
/s/ Shartsis, Friese & Ginsburg, LLP
------------------------------------------
Page-2 Exhibit 5.1
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1997 Stock Option Plan of Waste Connections, Inc.
of our report dated March 6, 1998 with respect to the consolidated financial
statements and schedule of Waste Connections, Inc. included in Post Effective
Amendment No. 1 to its Registration Statement (Form S-4, No. 333-59199) and
related Prospectus, filed with the Securities and Exchange Commission.
We also consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1997 Stock Option Plan of Waste Connections, Inc.
of our report dated February 20, 1998 with respect to the financial statements
of Madera Disposal Systems, Inc. included in Post Effective Amendment No. 1 to
the Registration Statement (Form S-4, No. 333-59199) and related Prospectus of
Waste Connections, Inc., filed with the Securities and Exchange Commission.
We also consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the stock option plan of Waste Connections, Inc. of our
report dated July 8, 1998 with respect to the financial statements of Arrow
Sanitary Service, Inc. included in Post Effective Amendment No. 1 to the
Registration Statement (Form S-4, No. 333-59199) and related Prospectus of Waste
Connections, Inc., filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Sacramento, California
September 14, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF GRANT THORNTON LLP, INDEPENDENT AUDITORS
We have issued our report dated August 24, 1998 accompanying the financial
statements of Shrader Refuse and Recycling Service Company included in the Post
Effective Amendment No. 1 to the Registration Statement (Form S-4 No.
333-59199, effective September 9, 1998) which is incorporated by reference in
this Registration Statement (Form S-8). We consent to the incorporation by
reference in this Registration Statement of the aforementioned report and to
the use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
Lincoln, Nebraska
September 14, 1998
