ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. The Executive Employment Agreement by and between Donald W. Slager and Allied Waste Industries, Inc. dated as of March 2, 2007 (the "Agreement") which was assumed by Republic Services, Inc. (the "Company") on December 5, 2008 was amended by the Company and Mr. Slager on December 31, 2008. The Amendment revises certain provisions of the Agreement in order to comply with Section 409A of the Internal Revenue Code. The Amendment also provides that if Mr. Slager is entitled to retirement payments under the Agreement, they will be paid to him in a single lump sum payment within 30 days following the six month anniversary of his termination of employment. Prior to the Amendment, annual retirement payments equal to 60% of Mr. Slager's average base salary are payable to him over a 10 year period (assuming that he retired under the terms of the Agreement) beginning on the later of the six month anniversary of his termination of employment or age 55. The retirement payments (if otherwise payable) will be converted to a single lump sum amount by using an annual interest rate of 6% and assuming that the 10 annual installments would have commenced upon Mr. Slager's reaching age 55 or, if later, his termination of employment. The Amendment to the Executive Employment Agreement by and between Republic and Mr. Slager is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description Exhibit 10.1 Amendment to the Executive Employment Agreement, effective as of December 31, 2008, by and between Republic and Donald W. Slager.

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