ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On January 31, 2009, Donald W. Slager and Republic Services, Inc. (the "Company") entered into an Employment Agreement (the "Agreement"), which superseded the Executive Employment Agreement between Mr. Slager and the Company, dated as of March 2, 2007, as amended (the "2007 Employment Agreement"), except that Section 6.6 of the 2007 Employment Agreement will survive in the limited circumstance as described in Section 3(d) of the Agreement. The Agreement, which is effective as of December 5, 2008, increases Mr. Slager's salary from $663,000 to $875,000 and, among other things, increases his target annual bonus percentage from 100% to 120%. Pursuant to the terms of the Agreement, Mr. Slager received shares of restricted stock with a value of $1,000,000 upon execution of the Agreement, which will vest three years thereafter, provided that Mr. Slager is employed by the Company on such date (or as otherwise provided in the Agreement). Also, the Agreement entitles Mr. Slager to participate in the Company's contemplated synergy incentive plan. However, under the terms of the Agreement, Mr. Slager is no longer entitled to receive an automobile allowance or club membership dues.
The above summary of the Agreement is not complete and is qualified in its entirety by reference to the terms of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description Exhibit 10.1 Employment Agreement, dated January 31, 2009, by and between Donald W. Slager and Republic Services, Inc.

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