USA WASTE SERVICES, INC. (the "Company"), and WILLIAM A. ROTHROCK (the "Executive") hereby
enter into this EMPLOYMENT AGREEMENT ("Agreement") dated as of October 7, 1997, as follows:
The Company shall employ Executive, and Executive shall be employed by the Company upon the terms and
subject to the conditions set forth in this Agreement.
2. TERM OF EMPLOYMENT.
The period of Executive's employment under this Agreement shall begin as of January 1, 1997, and shall be for
continuously renewing three (3) year terms, unless Executive's employment is terminated in accordance with
Section 5 below.
3. DUTIES AND RESPONSIBILITIES.
(a) Executive shall serve as Senior Vice President, Business Development, and report to the President/Chief
Operating Officer. In such capacity, Executive shall perform such duties as may be assigned to Executive from
time to time by the Board of Directors of the Company, or the Chief Executive Officer of the Company, or Chief
Operating Officer of the Company.
(b) Executive shall faithfully serve the Company, and/or its affiliated corporations, devote Executive's full working
time, attention and energies to the business of the Company, and/or its affiliated corporations, and perform the
duties under this Agreement to the best of Executive's abilities. Executive may make and manage his personal
investments, provided such investments in other activities do not violate, in any material respect, the provisions of
Section 8 of this Agreement.
(c) Executive shall (i) comply with all applicable laws, rules and regulations, and all requirements of all applicable
regulatory, self-regulatory, and administrative bodies; (ii) comply with the Company's rules, procedures, policies,
requirements, and directions; and (iii) not engage in any other business or employment without the written consent
of the Company except as otherwise specifically provided herein.
4. COMPENSATION AND BENEFITS.
(a) BASE SALARY. During the Employme