2016 Incentive Plan

On November 17, 2016, Casella Waste Systems, Inc. (the Company)
held its 2016 Annual Meeting of Stockholders (the Annual
Meeting). At the Annual Meeting, the Companys stockholders
approved the Casella Waste Systems, Inc. 2016 Incentive Plan (the
2016 Incentive Plan), which had previously been adopted by the
Companys Board of Directors subject to stockholder approval.

A description of the material terms and conditions of the 2016
Incentive Plan is set forth under the heading PROPOSAL 3 APPROVAL
OF CASELLA WASTE SYSTEMS, INC. 2016 INCENTIVE PLAN in the
Companys definitive proxy statement on Schedule 14A as filed with
the Securities and Exchange Commission on October 3, 2016 (the
Proxy Statement), which description is attached hereto as Exhibit
99.1 and incorporated herein by reference. The description of the
2016 Incentive Plan incorporated herein by reference is qualified
in its entirety by reference to the complete text of the 2016
Incentive Plan, which is incorporated herein by reference. See
Exhibit 99.2 to this Current Report on Form 8-K.

Performance-Based Stock Unit and Performance-Based Stock Option
Awards

As previously disclosed, the Compensation Committee of the Board
(the Compensation Committee) has approved and implemented several
changes to the Companys executive compensation program for fiscal
2016. While the Compensation Committee approved the majority of
its planned changes to the executive compensation program in
March 2016, the planned updates to long-term equity incentive
compensation for our executive officers were not fully
implemented until after the stockholders of the Company approved
the 2016 Incentive Plan at the Annual Meeting. On November 17,
2016, the Board approved the grants of awards under the 2016
Incentive Plan consisting of performance-based stock units (PSUs)
and performance-based stock options (Performance Options) to each
of the Companys executive officers, with each PSU award
representing the right to receive, and each Performance Option
exercisable for, a target number of shares of Class A Common
Stock, $0.01 par value per share, of the Company (Class A Common
Stock) (Target Number of Shares) and up to a maximum number of
shares of Class A Common Stock (equal to 180% of the Target
Number of Shares) (Maximum Number of Shares), as follows:

The number of PSUs eligible to vest, and the number of shares of
Class A Common Stock subject to each Performance Option to vest,
for each executive officer will be based upon the Companys level
of achievement of two performance objectives measured during the
period running from January 1, 2018 to December 31, 2018 (the
Measurement Period). The performance objectives are: (i) Free
Cash Flow for the Measurement Period (weighted 50%) and (ii)
Adjusted EBITDA for the Measurement Period (weighted 50%)
(collectively, the Performance Objectives).

Free Cash Flow is calculated as net cash provided by operating
activities, less capital expenditures (excluding acquisition and
rail infrastructure related capital expenditures), less payments
on landfill operating lease contracts, plus proceeds from
divestiture transactions, plus proceeds from the sale of property
and equipment, plus proceeds from property insurance settlement,
less contributions from (distributions to) noncontrolling
interest holders, plus certain cash outflows associated with
landfill closure, site improvement and remediation expenditures,
plus certain cash outflows associated with new contract and
project capital expenditures, plus cash (inflows) outflows
associated with certain business dissolutions, plus cash interest
outflows associated with the timing of refinancing transactions.
Adjusted EBITDA is calculated as earnings before interest, taxes,
depreciation, amortization, accretion and depletion of landfill
operating lease obligations, adjusted for the following items:
gains or losses on assets sales or divestiture transactions;
development project charge write-offs; legal, contract or tax
settlement costs; bargain purchase gains; asset or goodwill
impairment charges; environmental remediation charges; severance
and reorganization costs; expenses from divestiture, acquisition
and financing transactions; gains on the settlement of
acquisition related contingent consideration; fiscal year-end
transition costs; proxy contest costs; losses on the abandonment
or the closure and discontinuation of operations.

The number of shares of Class A Common Stock issuable upon
vesting of the PSUs, and the portion of each Performance Option
that will vest (and the corresponding number of shares of Class A
Common Stock that may be purchased upon exercise of the
Performance Option), will be determined based upon (i) the number
of PSUs (or for each Performance Option, the number of shares of
Class A Common Stock) determined to be eligible to vest based on
the level of achievement of the Performance Objectives during the
Measurement>Period multiplied by (ii) a Relative Total
Shareholder Return multiplier for the period running from January
1, 2016 to December 31, 2018. Relative Total Shareholder Returns
means the Companys total shareholder return relative to the
Russell 2000 Index.

The PSU and Performance Option awards described above are subject
to the terms and conditions of the 2016 Incentive Plan and the
form of performance-based stock unit agreement attached hereto as
Exhibit 10.3 and incorporated herein by reference and the form of
performance-based stock option agreement attached hereto as
Exhibit 10.10 and incorporated herein by reference, respectively.

Forms of Award Agreement under 2016 Incentive Plan

The Compensation Committee approved the following new forms of
award agreements for use in connection with grants of awards
under the 2016 Incentive Plan: (1) form of Restricted Stock Unit
Agreement (for employees with employment contracts) attached
hereto as Exhibit 10.1; (2) form of Restricted Stock Agreement
(for employees without employment contracts) attached hereto as
Exhibit 10.2; (3) form of Performance-Based Stock Unit Agreement
(for employees with employment contracts) attached hereto as
Exhibit 10.3; (4) form of Performance-Based Stock Unit Agreement
(for employees without employment contracts) attached hereto as
Exhibit 10.4; (5) form of Restricted Stock Agreement attached
hereto as Exhibit 10.5; (6) Form of Incentive Stock Option
Agreement (for employees with employment contracts) attached
hereto as Exhibit 10.6; (7) Form of Nonstatutory Stock Option
Agreement (for employees with employment contracts) attached
hereto as Exhibit 10.7; (8) Form of Incentive Stock Option
Agreement (for employees without employment contracts) attached
hereto as Exhibit 10.8; (9) form of Nonstatutory Stock Option
Agreement (for employees without employment contracts) attached
hereto as Exhibit 10.9; (10) form of Performance-Based Stock
Option Agreement (for employees with employment contracts)
attached hereto as Exhibit 10.10; and (11) form of
Performance-Based Stock Option Agreement (for employees without
employment contracts) attached hereto as Exhibit 10.11.

At the Annual Meeting, the Companys stockholders voted on the
following matters, which are described in detail in the Proxy
Statement: (i) to elect three (3) Class I members of the Companys
Board of Directors (the Board), each to serve a three-year term
until the 2019 Annual Meeting of Stockholders (Proposal 1); (ii)
to approve, in an advisory say-on-pay vote, the compensation of
the Companys named executive officers (Proposal 2); (iii) to
approve the 2016 Incentive Plan (Proposal 3) and (iv) to ratify
the appointment of RSM US LLP as the Companys independent
auditors for the fiscal year ending December 31, 2016 (Proposal
4). At the Annual Meeting, the stockholders of the Company
re-elected the Boards nominees, Michael K. Burke, James F.
Callahan, Jr. and Douglas R. Casella, as Class I directors and
approved Proposal 2, Proposal 3 and Proposal 4. At the Annual
Meeting, the holders of 44,898,007 votes of the Companys common
stock were represented in person or by proxy, constituting a
quorum.

Set forth below are the final voting totals for the proposals
acted upon at the Annual Meeting:

>The terms of the following directors continued after the
Annual Meeting: Joseph G. Doody, Emily Nagle Green Gregory B.
Peters, John W. Casella, William P. Hulligan and James E.
OConnor.