What is the main purpose of these amendments to the executive employment agreements?

The primary purpose of these amendments is to update the retirement policies for executive awards and contributions and to ensure compliance with the provisions of Internal Revenue Code Section 409A, particularly concerning the timing of severance and other payments upon termination.

How do the retirement policy changes affect existing and future awards for executives?

For equity awards, monetary awards, and deferred compensation contributions made *after* July 26, 2006, executives generally must provide at least one year's written notice of their intent to retire to receive benefits under the current policy. If this notice is not given, executives will need to meet specific age and service requirements (e.g., age 60 with 15 years of service, or age 65 with 5 years of service). For awards made *prior* to July 26, 2006, the original retirement policies remain in effect.

What is Internal Revenue Code Section 409A and how does it impact these agreements?

Section 409A of the Internal Revenue Code governs non-qualified deferred compensation plans. The amendments ensure that any severance or other payments due to executives upon termination are timed in a way that complies with 409A, particularly if the executive is considered a 'key employee.' This is designed to prevent the imposition of significant excise taxes on the executive.

Have the base salaries or bonus opportunities for these executives changed?

No, the filing states that the base salaries and eligibility for annual bonuses for Messrs. O’Connor, Cordesman, Holmes, and Barclay remain at their current levels as detailed in the amendments.

RSG 8-K: Material Agreements

Summary

This 8-K filing from Republic Services, Inc. (RSG) on October 10, 2006, details amendments to the employment agreements of four key executives: James E. O’Connor (CEO), Michael Cordesman (COO), Tod C. Holmes (CFO), and David A. Barclay (General Counsel). The primary focus of these amendments is to modify retirement policies and ensure compliance with Internal Revenue Code Section 409A, particularly concerning the timing of payments upon termination. These changes are important for investors to understand as they can impact executive compensation and potential severance payouts. Specifically, the retirement provisions for equity and monetary awards granted after July 26, 2006, have been updated. Executives now generally need to provide one year's written notice of retirement to maintain current retirement policy terms for these awards. If notice is not provided, stricter age and service requirements may apply. For awards granted before July 26, 2006, previous retirement policies remain in effect. The amendments also address potential delays in severance or other payments to key employees to comply with Section 409A, aiming to avoid excise taxes.

Key Highlights

1Republic Services amended employment agreements for CEO, COO, CFO, and General Counsel.
2Key changes focus on executive retirement policies and compensation structures.
3Retirement notification requirements have been modified, generally requiring one year's notice for awards granted after July 26, 2006.
4Stricter age and service requirements may apply to retirement benefits if notice is not given.
5Amendments ensure compliance with Internal Revenue Code Section 409A regarding executive payments.
6Potential delays in severance payments for 'key employees' are stipulated to avoid 409A excise taxes.
7Base salaries and bonus targets for the executives remain unchanged by these amendments.

REPUBLIC SERVICES, INC. 8-K Report, Material Agreement (Oct 10, 2006)

Summary

Key Highlights

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