Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2006 Stock Incentive Plan

On October 13, 2009, at the 2009 Annual Meeting of Stockholders of Casella Waste Systems, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2006 Stock Incentive Plan (the "2006 Plan"), which became effective upon such approval. The Plan Amendment (i) increased the number of shares of the Company's Class A common stock authorized for issuance under the 2006 Plan by an additional 1,200,000 shares, (ii) eliminated the specific reservation of shares for non-employee directors and
(iii) in recognition of the compensation currently payable to non-employee directors, eliminated the provisions pursuant to which the Company automatically grants non-employee directors options to purchase 7,500 shares upon initial appointment as director and at each annual meeting.

On October 16, 2009, the Company's Board of Directors approved further amendments to the 2006 Plan. These amendments, which placed additional limitations on awards made under the 2006 Plan, were outlined in the additional soliciting materials filed by the Company on Form DEFA14A on October 7, 2009. The complete text of the 2006 Plan, as amended, is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Casella Waste Systems, Inc. 2006 Stock Incentive Plan, as amended.

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