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                                                                 EXHIBIT 10.33  


                                 ALLWASTE, INC.
                  NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN


                                   ARTICLE I
                                    PURPOSE

         Allwaste, Inc. (the "Company") is dependent for the successful conduct
of its business on the initiative, effort and judgment of its directors.  This
Non-Employee Director Restricted Stock Plan is intended to promote the
interests of the Company by providing the Board of Directors of the Company
with an incentive to increase the value of the Company's Common Stock.

                                   ARTICLE II
                                  DEFINITIONS

         As used in the Plan, the following definitions apply to the terms
indicated below:

(a)  "AWARD" shall mean a grant of Restricted Stock on an annual basis pursuant
to the terms of this Plan.

(b)  "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company.

(c)  "COMMON STOCK" shall mean the Company's common stock, $.01 par value per
share.

(d)  "FAIR MARKET VALUE" of a share of Common Stock shall mean the closing
sales price as reported on the New York Stock Exchange.

(e)  "PARTICIPANT" shall mean a non-employee member of the Board of Directors
of the Company who is eligible to participate in the Plan.

(f)  "PLAN" shall mean the Allwaste, Inc. Non-Employee Director Restricted
Stock Plan, as it is amended from time to time.
        
(g)  "RESTRICTED PERIOD" shall mean the period of time for the purpose of
determining when restrictions are in effect with respect to the Restricted
Stock awarded under the Plan.
        
(h)  "RESTRICTED STOCK" shall mean a share of Common Stock that is granted
pursuant to this Plan and that is subject to the restrictions set forth in this
Plan for so long as such restrictions continue to apply to such shares.
        
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                                  ARTICLE III
                                 EFFECTIVE DATE

         The Plan shall become effective on approval by the Board of Directors
of the Company.


                                   ARTICLE IV
                                 ADMINISTRATION

         The Plan shall be administered by the Board of Directors.  The Board
of Directors shall have full authority, in its discretion, to (i) determine
which individuals are eligible to receive an Award (subject to the provisions
of Article VI), (ii) determine the number of shares to be subject to such Award
(subject to the provisions of Article VII), and (iii) determine the applicable
Restricted Periods (subject to the provisions of Article VIII).  The Board of
Directors shall have such additional powers as are delegated to it by the other
provisions of the Plan.  Subject to the express provisions of the Plan, this
shall include the power to construe the Plan and the respective agreements
executed thereunder, to prescribe rules and regulations relating to the Plan,
and to determine the terms, restrictions and provisions of the agreement
applicable to each Award, and to make all other determinations necessary or
advisable for administering the Plan.  The Board of Directors may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any agreement relating to an Award in the manner and to the extent it shall
deem expedient to carry it into effect.  The Board of Directors may delegate to
other persons the responsibility of performing ministerial acts in furtherance
of the Plan's purposes.  The determinations of the Board of Directors on the
matters referred to in this Article shall be final and binding on all parties.


                                   ARTICLE V
                           SHARES SUBJECT TO THE PLAN

         The Board of Directors shall annually grant Awards to any director
determined by it to be eligible for participation in the Plan in accordance
with the provisions of Article VI hereof.  Subject to Article IX hereof, the
aggregate number of shares of Restricted Stock that may be issued under the
Plan shall not exceed 500,000 shares.  Shares shall be deemed to have been
issued under the Plan only to the extent actually issued and delivered pursuant
to an Award.  To the extent that an Award lapses or the rights of the
Participant terminate, any shares of Restricted Stock subject to such Award
shall again be available for the grant of an Award.  The stock to be offered
pursuant to the grant of an Award may be authorized but unissued Common Stock
or Common Stock previously issued and outstanding and reacquired by the
Company.
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                                  ARTICLE VI
                                  ELIGIBILITY

         Awards may be granted only to persons who, at the time of the grant,
are non-employee directors of the Company.  An Award may be granted on more
than one occasion to the same person.


                                  ARTICLE VII
                                GRANT OF AWARDS

         Each Participant shall receive an annual Award on the second trading
day in September equal to that number of shares of Restricted Stock whose Fair
Market Value on the first trading day in September equals $15,000.  Any
fractional shares resulting from such an Award shall be rounded up to the
nearest whole share.


                                 ARTICLE VIII
                                TERMS OF AWARDS

         The restrictions shall lapse with respect to 25% of the shares of
Restricted Stock granted in an Award on the anniversary date one year after the
date of the Award.  The restrictions shall lapse with respect to an additional
25% of the shares of Restricted Stock granted in an Award on the anniversary
date two years after the date of the Award.  The restrictions shall lapse with
respect to an additional 25% of the shares of Restricted Stock granted in an
Award on the anniversary date three years after the date of the Award.  The
restrictions shall lapse with respect to the final 25% of the shares of
Restricted Stock granted in an Award on the anniversary date four years after
the date of the Award.

         Notwithstanding anything in this Plan to the contrary, on a Change in
Control (as defined below) any and all restrictions on Restricted Stock shall
immediately lapse.  For the purposes of this Plan, Change in Control shall
mean:

                 (a)      The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 30% or more of either (1) the then outstanding shares of Common Stock of the
Company (the "Outstanding Company Common Stock") or (2) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion privilege),
(ii) any acquisition by
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the Company, (iii) any acquisition by any employee benefit plan(s) (or related
trust(s)) sponsored or maintained by the Company or any corporation controlled
by the Company, or (iv) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, immediately following such
reorganization, merger or consolidation, the conditions described in clauses
(1), (2) and (3) of subsection (c) below are satisfied; or

                 (b)      Individuals who, as of the date hereof, constitute
the entire Board of Directors of the Company (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of Directors of the
Company; provided however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either (1) an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act),
or an actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board of Directors of the Company or (2) a plan or
agreement to replace a majority of the members of the Board of Directors of the
Company then comprising the Incumbent Board; or

                 (c)      Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case unless, immediately
following such reorganization, merger or consolidation, (1) more than 60% of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation (including, without
limitation, a corporation which as a result of such transaction owns the
Company through one or more subsidiaries) and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportions
as their ownership immediately prior to such reorganization, merger or
consolidation, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (2) no Person (excluding the Company,
any employee benefit plan(s) (or related trusts)) of the Company and/or its
subsidiaries or any Person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, 30% or more of
the Outstanding Company Common Stock or Outstanding Company Voting Securities,
as the case may be, beneficially owns, directly or indirectly, 30% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors, and (3) at least a
majority of the members of the board of directors of the corporation resulting
from such reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or
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                 (d)      Approval by the stockholders of the Company of (1) a
complete liquidation or dissolution of the Company or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other
than to a corporation, with respect to which immediately following such sale or
other disposition, (A) more than 60% of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such sale
or other disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (B)
no Person (excluding the Company and any employee benefit plan (or related
trust) of the Company and/or its subsidiaries or such corporation and any
Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 30% or more of the Outstanding Company
Stock or Outstanding Company Voting Securities, as the case may be,
beneficially owns, directly or indirectly, 30% or more of, respectively, the
then outstanding shares of common stock of such corporation or the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors, and (C) at least a
majority of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition
of assets of the Company.

         Restricted Stock granted pursuant to an Award shall be represented by
stock certificates in the name of the Participant.  The Participant shall have
the right to receive dividends during the Restriction Period, to vote shares of
Restricted Stock subject thereto and to enjoy all other stockholder rights,
except that (i) the Participant shall not be entitled to delivery of the stock
certificates until the Restricted Period shall have expired, (ii) the Company
shall retain custody of the stock certificates during the Restricted Period,
(iii) the Participant may not sell, transfer, pledge, exchange, hypothecate or
otherwise dispose of the shares of Restricted Stock during the Restricted
Period, and (iv) a breach by the Participant of the terms and conditions
established by the Board of Directors pursuant to the Award shall cause a
forfeiture of the Award.  At the time of such Award, the Board of Directors
may, in its sole discretion, prescribe additional terms, conditions or
restrictions relating to the Award.  At the time of an Award, the Participant
shall enter into an agreement with the Company, in a form specified by the
Board of Directors, agreeing to the terms and conditions of the Award and any
other matters as the Board of Directors shall in its sole discretion determine.

         A Participant shall not be required to make any payment for Restricted
Stock received pursuant to an Award, except to the extent otherwise required by
law or the Board of Directors.  The Board of Directors may, in its discretion,
grant an Award under this Plan in exchange for the surrender or cancellation of
options granted under another plan of the Company.
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                                   ARTICLE IX
                               CORPORATE CHANGES

         Awards and any agreements evidencing such Awards shall be subject to
adjustment by the Board of Directors at its discretion as to the number of
shares of Common Stock or other matters relating to such Awards in the event of
changes in the outstanding Common Stock by reason of stock dividends, stock
splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in capitalization occurring
after the date of the grant of any such Awards.  In the event of any such
change in the outstanding Common Stock, the aggregate number of shares
available under the Plan may be appropriately adjusted by the Board of
Directors, whose determination shall be conclusive.

         Except as expressly provided in the Plan, no Participant shall have
any rights by reason of any subdivision or consolidation of shares of stock of
any class, the payment of any dividend, any increase or decrease in the number
of shares of stock of any class or any dissolution, liquidation, merger or
consolidation of the Company or any other corporation.  Except as expressly
provided in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Restricted Stock.


                                    ARTICLE X
                                   AMENDMENTS

         The Board of Directors may amend the Plan at any time; provided that
it may not, without the approval of any affected Participant, amend the Plan to
materially decrease benefits to a Participant with respect to an Award.
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                                   ARTICLE XI
                               TRANSFERS ON DEATH

         On the death of a Participant, outstanding Awards made to such
Participant under the Plan may be held only by the executors or administrators
of the Participant's estate or by any person or persons who shall have acquired
such right by will or by the laws of descent and distribution.  No transfer by
will or the laws of descent and distribution of any shares of Restricted Stock
shall be effective to bind the Company unless the Board of Directors shall have
been furnished with (a) written notice thereof and with a copy of the will
and/or such evidence as the Board of Directors may deem necessary to establish
the validity of the transfer and (b) an agreement by the transferee to comply
with all the terms and conditions of the Award that are or would have been
applicable to the Participant.


                                  ARTICLE XII
                                 MISCELLANEOUS

         Neither the adoption of the Plan nor any action of the Board of
Directors shall be deemed to give any person a right to an Award or any other
rights hereunder except as may be evidenced by an Award duly executed on behalf
of the Company, and then only to the extent and on the terms and conditions
expressly set forth therein.

         The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of any shares of Common Stock to be issued
hereunder or to effect similar compliance under any state laws.
Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates evidencing shares
of Common Stock pursuant to the Plan unless and until the Company is advised by
its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which shares of Common Stock are
traded.  The Board of Directors may require, as a condition of the issuance and
delivery of certificates evidencing shares of Common Stock pursuant to the
terms hereof, that the recipient of such shares make such covenants, agreements
and representations, and that such certificates bear such legends, as the Board
of Directors, in its sole discretion, deems necessary or desirable.

         Whenever shares of Common Stock are to be issued with respect to a
share of Restricted Stock, the Company shall have the right to require the
Participant to remit to the Company in cash an amount sufficient to satisfy
federal, state and local withholding tax requirements, if any, attributable to
such occurrence prior to the delivery of any certificate or certificates for
such shares.  In lieu of remitting cash to the Company to satisfy these
withholding obligations, the Participant may (i) request that the Company
deliver the certificate representing such shares to the Participant's
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broker so that a portion of such shares may be sold to pay such taxes or (ii)
request that the Company redeem a portion of such shares for the payment of
such tax obligations, which redemption will be made solely in the discretion of
the Company.  In the event that the Company elects not to redeem a portion of
such shares, the Participant must either remit cash to the Company for such tax
requirements or remit sale proceeds from a portion of such shares as provided
in subparagraph (i) in the foregoing sentence.

         Nothing contained in the Plan shall confer on any person any right
with respect to service as a director of the Company.

         The Company shall not be obligated to issue any shares of Restricted
Stock until there has been compliance with such laws and regulations as the
Company may deem applicable.  No fractional shares of Restricted Stock shall be
delivered.
