exv10w1






Exhibit 10.1




PERFORMANCE SHARE UNIT AWARD AGREEMENT




     This Performance Share Unit Award Agreement (“Agreement”) is entered into effective as of
March 9, 2009, (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation
(together with its Subsidiaries and Affiliates, the “Company”), and you, (the “Employee”),
pursuant to the Waste Management, Inc. 2004 Stock Incentive Plan (the “Plan”). Employee and the
Company agree to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement. The terms and conditions of this Agreement
as offered herein must be accepted by Employee prior to April 10, 2009. Failure to timely accept
the terms by such time will result in the immediate and irrevocable cancellation of the Award
offered.



     1. Grant. In accordance with, and subject to, the terms of the Plan, the Company
hereby grants to Employee a Performance Share Unit Award (the “Award”) subject to the terms and
conditions set forth herein. Performance Share Units are notational units of measurement
denominated in shares of common stock of Waste Management, Inc., $.01 par value, (“Common Stock”),
subject to the conditions and restrictions on transferability set forth below and in the Plan.



     2. Performance Vesting Requirement.




     (a) The “Performance Period” for this Award shall be the 36-month period commencing on
January 1, 2009 and ending on December 31, 2011. The Award shall be subject to performance
vesting requirements based upon the achievement of the Incentive Formula established under
the Plan, reduced so that the Award that is paid to the Employee hereunder does not exceed
the amount computed under the performance goal specified below, subject to certification of
the degree of achievement of such performance goal by the Committee.




     (b) The measurement tool for determining level of achievement shall be Average Return
on Invested Capital for the 36-month period beginning January 1, 2009 and ending December
31, 2011. Calculation of this measurement tool will be performed by the Committee, subject
to all authority granted under the terms of the Plan.




     (c) Notwithstanding any other term of this Agreement to the contrary, in order to be
eligible to vest in any portion of the Award, Employee must also have entered into an
agreement containing restrictive covenants concerning limitations on Employee’s behavior
following termination of employment that is satisfactory to the Company and its affiliates.



     3. Determining Number of Performance Share Units Earned.




     (a) The “Target Award” for Employee under this Agreement is the target number of
Performance Share Units announced on March 9, 2009. The actual number of Performance Share
Units earned by Employee will be



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determined as described below, based upon the actual
achievement of the performance goal for the Performance Period. “Threshold Performance” is
the minimum level of performance that must be achieved to qualify for any Award; “Target
Performance” is the expected achievement in Average Return on Invested Capital; and
“Maximum Performance” is the maximum level of performance that could be achieved that would
result in an increase in the number of Performance Share Units earned under this Award.
The target levels of achievement for the performance goal will be announced to Employee by
no later than March 15, 2009, following calculation of year-end financial reporting for
2008. Subject to adjustment pursuant to Subsection 3(b), 3(c) and 3(d), each such
percentage correlates to a number of Performance Share Units that may be earned under this
Award, as follows:



	 	 	 
	Level Achieved During	 	Resulting Performance Share Units
	Performance Period	 	Earned
	Threshold Performance

	 	60% of Target Award
	Target Performance

	 	100% of Target Award
	Maximum Performance

	 	200% of Target Award







     (b) In the event that the Company’s actual performance does not meet the Threshold
Performance, no Performance Share Units shall be earned under this Award.




     (c) If the Company’s actual performance for the Performance Period is between
Threshold Performance and Target Performance, the number of Performance Share Units earned
shall be interpolated between Threshold Performance and Target Performance amounts.




     (d) If the Company’s actual performance for the Performance Period is between Target
Performance and Maximum Performance, the number of Performance Share Units earned shall be
interpolated between Target Performance and Maximum Performance amounts.



     4. Timing and Form of Payout. Except as hereinafter provided, after the end of the
Performance Period, Employee shall be entitled to receive his total number of Performance Shares
Units determined under Section 3 and Dividend Equivalents under Section 11. Unless timely deferred
by Employee in accordance with Section 12, upon vesting, each Performance Share Unit will be
settled by payment of one share of Common Stock, free of any restrictions. Payment of such shares
of Common Stock shall be made as soon as administratively feasible after the Committee certifies
the actual performance of the Company during the Performance Period.



     5. Termination of Employment Due to Death or Disability. Upon Termination of
Employment from the Company by reason of Employee’s death or
disability (as determined by the Committee and within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”)), or upon Employee’s
disability prior to a Termination of Employment (as determined by the



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Committee and within the
meaning of Section 409A of the Internal Revenue Code), Employee (or in the case of Employee’s
death, Employee’s beneficiary) shall be entitled to receive the Performance Share Units Employee
would have been entitled to under Section 3 if he had remained employed until the last day of the
Performance Period. Unless further deferred pursuant to Employee’s deferral election, the delivery
of shares of Common Stock in satisfaction of such Performance Share Units shall be made as soon as
administratively feasible after the end of the Performance Period.




     6. Involuntary Termination of Employment Without Cause by the Company or Retirement by
Employee. Upon either an involuntary Termination of Employment from the Company without Cause
by the Company or a qualifying Retirement by Employee, Employee shall be entitled to receive the
Performance Share Units and related Dividend Equivalents that Employee would have been entitled to
under Section 3 if he or she had remained employed until the last day of the Performance Period,
multiplied by the fraction which has as its numerator the total number of days that Employee was
employed by the Company during the Performance Period and has as its denominator 1,095 (being the
number of calendar days in the Performance Period). Unless further deferred pursuant to Employee’s
deferral election, the delivery of shares of Common Stock in satisfaction of such Performance Share
Units shall be made as soon as administratively feasible after the end of the Performance Period.



     7. Termination of Employment for Any Other Reason. Except as provided in Sections 5
and 6, Employee must be an employee of the Company continuously from the date of this Award until
the last day of the Performance Period to be entitled to receive any shares of Common Stock with
respect to any Performance Share Units he may have earned hereunder.



     8. Repayment of Benefits Arising from Misconduct.




     (a) Notwithstanding any provision of this Agreement to the contrary, if it is
determined by the Committee that Executive either engaged in or benefited from Misconduct,
as defined below, then, to the extent permitted by law, Executive will refund to the
Company any amounts, plus interest, received by Executive under this Agreement. For
purposes of this Section, “Misconduct” means (i) any act or failure to act by any employee
of the Company that (ii) caused or was intended to cause a violation of the Company’s
policies, generally accepted accounting principles or any applicable laws in effect at the
time of the act(s) or failure(s) to act in question and that (iii) materially increased the
value of the payment or award received by Executive under this Agreement. Determination as
to the existence of Misconduct shall be made by an independent third party (either a law
firm or an accounting firm) appointed by the Committee.




     (b) Following finding of Misconduct by such a third party, if Executive has been
accused engaging in Misconduct may dispute the occurrence
of Misconduct pursuant to binding arbitration. Individuals determined to have
benefited from, but not engaged in, Misconduct will have no right to challenge the finding
of Misconduct through arbitration. The Company and Executive hereby



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agree that any dispute
arising out of or relating to a finding that Executive engaged in Misconduct shall be
settled exclusively by final and binding arbitration, as governed by the Federal
Arbitration Act (9 U.S.C. 1 et seq.). The arbitration proceeding, including the rendering
of an award, shall be administered by JAMS pursuant to its Employment Arbitration Rules and
Procedures, which may be found on the JAMS web site www.jamsadr.com. All expenses
associated with the arbitration shall be borne by Company. Such arbitration expenses will
not include attorney fees incurred by the respective parties. The award of the arbitrator
shall be final and binding upon the parties. Judgment on any arbitration award may be
entered in any court having jurisdiction.




     (c) The Company must initiate any attempt at recovery pursuant to this Section within
the earlier to occur of (i) one year after discovery of alleged Misconduct or (ii) the
second anniversary of Executive’s termination of employment.




     (d) The provisions of this Section 8, without implication as to any other section
hereof, shall survive the expiration or termination of this Agreement and of Executive’s
employment.



     9. Acceleration upon Change in Control. Notwithstanding anything to the contrary, if
there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period,
Employee will be entitled to immediately receive both (a) and (b), as follows:




     (a) the Performance Share Units that he would have otherwise received based upon
achievement of Average Return on Invested Capital after reducing the Performance Period so
that it ends on the last day of the quarter preceding the Change in Control (the “Early
Measurement Date”) and making adjustments to Target Performance so as to be equal to the
performance budgeted for that period and appropriate adjustments to Threshold Performance
and Maximum Performance so that they bear the same ratio to the Threshold Performance and
Maximum Performance amounts above as the revised Target Performance amount bear to the
Target Performance amount above, converted into a cash payment equivalent to the number of
Performance Share Units earned under this Section 9 multiplied by the closing price of the
Common Stock on the Early Measurement Date; and




     (b) as a substitute award for the lost opportunity to earn Performance Share Units for
the entire length of the original Performance Period:




     (i) if the successor entity was a publicly traded company as of the Early
Measurement Date, an award of restricted stock units in the successor entity equal
to the number of shares of common stock of the
successor entity that could have been purchased on the Early Measurement Date
with an amount of cash equal to the product of the following equation:



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	 	TAP x EMD x CP	 	 
	 

	 	 	 	 
	 

	 	1095-EMD	 	 







TAP = the number of Performance Share Units that could be earned for achievement of
the original Target Performance specified in Section 3(a)




EMD = the number of days occurring from the Grant Date to the Early Measurement
Date




CP = the closing price of a share of Common Stock of Waste Management, Inc. on the
Early Measurement Date




Any stock units in the successor entity awarded under this Section 9(b)(i) will
vest completely on or before December 31, 2011, provided that Employee remain
continuously employed with the successor entity until such date. The foregoing
notwithstanding, if there is an involuntary Termination of Employee for reason
other than Cause during the Window Period, Employee will become immediately vested
in full in the stock units in the successor entity awarded pursuant to this Section
9(b)(i).




     (ii) if the successor entity was not a publicly traded company as of the Early
Measurement Date, a cash payment equal to the product of the following equation:



	 	 	 	 	 
	 

	 	TAP x EMD x CP	 	 
	 

	 	 	 	 
	 

	 	1095-EMD	 	 







TAP = the number of Performance Share Units that could be earned for achievement of
the original Target Performance specified in Section 3(a)




EMD = the number of days occurring from the Grant Date to the Early Measurement
Date




CP = the closing price of a share of Common Stock of Waste Management, Inc. on the
Early Measurement Date




Any cash payment calculated under this Section 9(b)(ii) will be paid to Employee on
December 31, 2011, provided that Employee remain continuously employed with the
successor entity until such date. The foregoing notwithstanding, if there is an
involuntary Termination of Employee for reason other than Cause during the Window
Period, Employee will be paid by the successor entity the amount determined
pursuant to this Section 9(b)(ii).



     10. Forfeiture of Award. Upon Termination of Employment from the Company for any
reason other than death, retirement, disability, involuntary termination by the Company without
Cause, or Change in Control, Employee shall immediately
forfeit the Award, without the payment of any consideration or further consideration by the
Company. Upon forfeiture, neither Employee nor any successors, heirs, assigns, or



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legal
representatives of Employee shall thereafter have any further rights or interest in the unvested
portion of the Award.



     11. Dividend Equivalents. No Dividend Equivalents will be paid on the Performance
Share Units until such time as: (i) the Performance Period has ended; (ii) Employee has vested in
the Award, and; (iii) the number of Performance Share Units earned under this Award has been
certified by the Committee based on the actual performance of the Company during the Performance
Period. Reasonably promptly after all such events have occurred, the Company will pay Employee a
lump-sum cash amount in payment of Dividend Equivalents based on the number of Performance Share
Units earned under the Award multiplied by the per share quarterly dividend payments made to
shareholders of Company’s Common Stock during the Performance Period (without any interest or
compounding). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents
attributable to Performance Share Units that are cancelled or forfeited will not be paid and are
immediately forfeited upon cancellation of the Performance Share Units. Following the end of the
Performance Period, Dividend Equivalents will also be paid on vested Performance Share Units for
which a valid deferral election has been made pursuant to Section 12. With respect to validly
deferred and vested Performance Share Units, the Company will pay Dividend Equivalents in cash at
such times as dividends are paid on the Company’s outstanding shares of Common Stock.



     12. Elective Deferrals.




     (a) The Committee may establish procedures pursuant to which Employee may elect to
defer, until a time or times later than the vesting of a Performance Share Unit, receipt of
all or a portion of the shares of Common Stock deliverable in respect of a Performance
Share Unit, all on such terms and conditions as the Committee (or its designee) shall
determine in its sole discretion. If any such deferrals are permitted for Employee, then
notwithstanding any provision of this Agreement or the Plan to the contrary, an Employee
who elects such deferral shall not have any rights as a stockholder with respect to any
such deferred shares of Common Stock unless and until the date the deferral expires and
certificates representing such shares are required to be delivered to Employee. The
foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance
Share Units under this Award will be permitted. Moreover, the Committee further retains
the authority and discretion to modify and/or terminate existing deferral elections,
procedures and distribution options.




     (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of
Performance Share Units is permitted, each provision of this Agreement shall be interpreted
to permit the deferral of compensation only as allowed in compliance with the requirements
of Section 409A of the Internal Revenue Code and any provision that would conflict with
such requirements shall
not be valid or enforceable. Employee acknowledges, without limitation, and consents
that application of Section 409A of the Internal Revenue Code to this



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Agreement may require
additional delay of payments otherwise payable under this Agreement. Employee and the
Company further hereby agree to execute such further instruments and take such further
action as reasonably may be necessary to comply with Section 409A of the Internal Revenue
Code.



     13. Restrictions on Transfer.




     (a) Absent prior written consent of the Committee, the Award granted hereunder to
Employee may not be sold, assigned, transferred, pledged or otherwise encumbered, whether
voluntarily or involuntarily, by operation of law or otherwise; provided, however, that the
transfer of any shares of Common Stock with respect to the Performance Share Units earned
hereunder shall not be restricted by virtue of this Agreement.




     (b) Consistent with the foregoing, except as contemplated by Section 14, no right or
benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of
law or otherwise, and any attempt to transfer, anticipate, alienate, sell, assign, pledge,
encumber or charge the same shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If Employee or his Beneficiary hereunder shall attempt to
transfer, anticipate, alienate, assign, sell, pledge, encumber or charge any right or
benefit hereunder, other than as contemplated by Section 14, or if any creditor shall
attempt to subject the same to a writ of garnishment, attachment, execution sequestration,
or any other form of process or involuntary lien or seizure, then such attempt shall have
no effect and shall be void.



     14. Assignment and Transfers. Prior to the end of the Performance Period and the
delivery of the Common Stock with respect to any Performance Share Units earned, the Award is not
transferable (either voluntarily or involuntarily), other than pursuant to a domestic relations
order. Employee may designate a beneficiary or beneficiaries (the “Beneficiary”) to whom the
Performance Share Units will pass upon Employee’s death and may change such designation from time
to time by filing a written designation of beneficiary on such form as may be prescribed by the
Company, provided that no such designation shall be effective until filed with the Company.
Following Employee’s death, the Performance Share Units will pass to the designated Beneficiary and
such person will be deemed Employee for purposes of any applicable provisions of this Agreement.
If no such designation is made or if the designated Beneficiary does not survive Employee’s death,
the Performance Share Units shall pass by will or, if none, then by the laws of descent and
distribution.



     15. Withholding Tax. To the extent that the receipt of this Award, vesting, or the
delivery of the Common Stock with respect to any Performance Share Units earned results in a
taxable event to Employee for federal or state tax purposes, Employee shall
deliver to the Company at the time of such receipt, such amount of money or shares of Common
Stock earned or owned by Employee, at Employee’s election, as the Company




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may require to meet its obligation under applicable tax laws or regulations, and, if Employee
fails to do so, the Company is authorized to withhold from any cash or other form of remuneration
then or thereafter payable to Employee any tax required to be withheld by reasons of such resulting
taxation.




     16. Changes in Capital Structure. If the outstanding shares of Common Stock or other
securities of Waste Management, Inc., or both, shall at any time be changed or exchanged by
declaration of a stock dividend, stock split, combination of shares, or recapitalization, the
number of Performance Share Units shall be appropriately and equitably adjusted so as to maintain
the proportionate number of shares. 



     17. Compliance with Securities Laws. The Company will not be required to deliver any
shares of Common Stock pursuant to this Agreement, if, in the opinion of counsel for the Company,
such issuance would violate the Securities Act of 1933 or any other applicable federal or state
securities laws or regulations. Prior to the issuance of any shares pursuant to this Agreement,
the Company may require that Employee (or Employee’s legal representative upon Employee’s death or
disability) enter into such written representations, warranties and agreements as the Company may
reasonably request in order to comply with applicable securities laws or with this Agreement.



     18. Employee to Have no Rights as a Stockholder. Employee shall have no rights as a
stockholder with respect to any shares of Common Stock subject to this Award prior to the date on
which he or she is recorded as the holder of such shares of Common Stock on the records of the
Company.



     19. Successors and Assigns.




     (a) This Agreement shall bind and inure to the benefit of and be enforceable by
Employee, the Company and their respective permitted successors or assigns (including
personal representatives, heirs and legatees), except that Employee may not assign any
rights or obligations under this Agreement except to the extent, and in the manner,
expressly permitted herein.




     (b) The Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it if no such
succession had taken place.



     20. Limitation of Rights. Nothing in this Agreement or the Plan may be construed
to:




     (a) give Employee any right to be awarded any further Performance Share Units (or
other form of stock incentive awards) other than in the sole discretion of the Committee;



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     (b) give Employee or any other person any interest in any fund or in any specified
asset or assets of the Company (other than the Award and applicable Common Stock following
the vesting of such Award); or




     (c) confer upon Employee the right to continue in the employment or service of the
Company.



     21. Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Texas, without reference to principles of conflict of laws.



     22. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.



     23. No Waiver. The failure of Employee or the Company to insist upon strict
compliance with any provision of this Agreement or the failure to assert any right Employee or the
Company may have under this Agreement shall not be deemed to be a waiver of such provision or right
or any other provision or right of this Agreement.



     24. Definitions. Capitalized terms used in this Agreement and not otherwise defined
herein shall have the meanings set forth in the Plan. Certain other terms used herein have
definitions given to them in the first place in which they are used. In addition, the following
terms shall have the meanings set forth in this Section 24.




     (a) “Average Return on Invested Capital” is defined to mean (i) average NOPAT for the
Performance Period, divided by (ii) average Invested Capital for the Performance Period.
For purposes of this Agreement, the Average Return on Invested Capital for the Performance
Period will be the product of:




     Numerator: (2009 NOPAT + 2010 NOPAT +2011 NOPAT) / 3




     divided by




     Denominator: (2009 Invested Capital + 2010 Invested Capital + 2011 Invested
Capital) / 3




     (b) “Board” means the Board of Directors of Waste Management, Inc.




     (c) “Cash” means cash as reported by the Company in publicly filed financial
statements during the Performance Period, plus Short-Term Investments Available for Use.




     (d) “Cause” means any of the following: (i) willful or deliberate and continual
refusal to materially perform Employee’s employment duties reasonably requested by the
Company after receipt of written notice to Employee of such failure to perform, specifying
such failure (other than as a result of Employee’s



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sickness, illness, injury, death or disability) and Employee fails to cure such
nonperformance within ten (10) days of receipt of said written notice; (ii) breach of any
statutory or common law duty of loyalty to the Company; (iii) Employee has been convicted
of, or pleaded nolo contendre to, any felony; (iv) Employee willfully or intentionally
caused material injury to the Company, its property, or its assets; (v) Employee disclosed
to unauthorized person(s) proprietary or confidential information of the Company that
causes a material injury to the Company; (vi) any material violation or a repeated and
willful violation of the Company’s policies or procedures, including but not limited to,
the Company’s Code of Business Conduct and Ethics (or any successor policy) then in effect.




     (e) “Change in Control” means the first to occur on or after the Grant Date of any of
the following events:




     (i) any Person, or Persons acting as a group, directly or indirectly, acquires
ownership of stock of the Company that, together with stock held by such Person or
Persons, represents fifty percent (50%) or more of the total voting power or total
fair market value of the Company’s then outstanding securities;




     (ii) any Person, or Persons acting as a group, acquires, (or has acquired
during the 12-month period ending on the date of the most recent acquisition by
such Person or Persons) directly or indirectly, ownership of the securities of the
Company representing thirty percent (30%) or more of the total voting power of the
Company’s then outstanding voting securities;




     (iii) the following individuals cease for any reason to constitute a majority
of the number of directors then serving: individuals who, at the Grant Date,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating or the
election of directors of the Company) whose appointment or election by the Board or
nomination for election by the Company’s stockholders was approved or recommended
by a vote of at least a majority of the directors before the date of such
appointment or election or whose appointment, election or nomination for election
was previously so approved or recommended; or




     (iv) the stockholders of the Company approve a plan of complete liquidation of
the Company and such liquidation is actually commenced or there is consummated an
agreement for the sale or disposition by the Company of all or substantially all of
the Company’s assets (or any transaction having a similar effect), other than a
sale or disposition by the Company of all or substantially all of the Company’s
assets to an entity, at least fifty percent (50%) of the combined voting power of
the voting securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company immediately
prior to such sale. For purposes hereof, a “sale or other



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disposition by the Company of all or substantially all of the Company’s
assets” will not be deemed to have occurred if the sale involves assets having a
total gross fair market value of less than forty percent (40%) of the total gross
fair market value of all assets of the Company immediately prior to such sale.




     For purposes of this definition, the following terms shall have the following
meanings:




     (A) “Exchange Act” means the Securities and Exchange Act of 1934, as
amended from time to time;




     (B) “Person” shall have the meaning set forth in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (1) the Company, (2) a
trustee or other fiduciary holding securities under an employee benefit
plan of the Company, (3) an employee benefit plan of the Company, (4) an
underwriter temporarily holding securities pursuant to an offering of such
securities or (5) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of shares of Common Stock.




     (f) “Committee” means the Management Development and Compensation Committee of the
Board or such other committee of the Board as the Board may designate from time to time.




     (g) “Depreciation and Amortization Costs and Expenses” has the meaning assigned such
term by the Company in publicly filed financial statements during the Performance Period.




     (h) “Dividend Equivalent” means an amount of cash equal to all dividends and other
distributions (or the economic equivalent thereof) that are payable by the Company on one
share of Common Stock to stockholders of record.




     (i) “EBIT” means the sum of Operating Revenue, less Operating Costs and Expenses, less
Selling, General and Administrative Costs and Expenses, less Depreciation and Amortization
Costs and Expenses.




     (j) “Goodwill” means the excess of the cost of an acquired company over the sum of the
fair market value of its identifiable individual assets, less the liabilities. For
purposes of calculation of this Award, the value of Goodwill shall be the balance of such
as reported by the Company in publicly filed financial statements for each applicable year.



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     (k) “Income Before Income Taxes” has the meaning assigned such terms by the Company in
publicly filed financial statements during the Performance Period.




     (l) “Invested Capital” means economic resources that are expected to help generate
future cash inflows or help reduce future cash outflows. Invested Capital is equivalent to
current maturities of long-term debt, plus long-term debt, plus stockholders’ equity, less
Cash and less Goodwill. For purposes of calculation of this Award, the value of Invested
Capital shall be the balance of such as reported by the Company in publicly filed financial
statements for each applicable year.




     (m) “Net Operating Profit After Taxes” or “NOPAT” means the product of EBIT multiplied
by the sum of 1 minus the Tax Rate.




     (n) “Operating Costs and Expenses” has the meaning assigned such term by the Company
in publicly filed financial statements during the Performance Period, exclusive of
Depreciation and Amortization.




     (o) “Operating Revenue” has the meaning assigned such term by the Company in publicly
filed financial statements during the Performance Period.




     (p) “Provision for Income Taxes” has the meaning assigned such term by the Company in
publicly filed financial statements during the Performance Period.




     (q) “Retirement” means the voluntary resignation of employment by Employee, after
Employee: (i) has attained the age of 55 or greater; (ii) has a sum of age plus full years
of Service with the Company equal to 65 or greater; and, (iii) has completed at least 5
consecutive full years of Service with the Company during the 5 year period immediately
preceding the resignation.




     (r) “Selling, General and Administrative Costs and Expenses” has the meaning assigned
such term by the Company in publicly filed financial statements during the Performance
Period.




     (s) “Service” is measured from Employee’s original date of hire by the Company, except
as provided below. In the case of a break of employment by Employee from the Company of
one year or more in length, Employee’s service before the break of employment shall not be
included in his or her Service hereunder. In the case of service with an entity acquired
by the Company, Employee’s service with such entity shall be considered Service hereunder,
so long as Employee remained continuously employed with such predecessor company(ies) and
the Company. In the case of a break of employment between a predecessor company and the
Company of any length, Employee’s Service shall be measured from the original date of hire
by the Company and shall not include any service with any predecessor company.



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     (t) “Short-Term Investments Available for Use” has the meaning assigned such term by
the Company in publicly filed financial statements during the Performance Period.




     (u) “Tax Rate” means the product of Provision for Income Taxes divided by Income
Before Income Taxes.




     (v) “Termination of Employment” means the termination of Employee’s employment with
the Company. Temporary absences from employment because of illness, vacation or leave of
absence and transfers among Waste Management, Inc. and its Subsidiaries and Affiliates will
not be considered a Termination of Employment. Any questions as to whether and when there
has been a Termination of Employment, and the cause of such termination, shall be
determined by the Committee, and its determination will be final.




     (w) “Window Period” means the period commencing on the date occurring six (6) months
immediately prior to the date on which a Change in Control first occurs and ending the
second anniversary of the date on which a Change in Control occurs.



     25. Entire Agreement.




     (a) Employee hereby acknowledges that he has received, reviewed and accepted the terms
and conditions applicable to this Agreement. Employee hereby accepts such terms and
conditions, subject to the provisions of the Plan and administrative interpretations
thereof including the attainment of the Incentive Formula described therein. Employee
further agrees that such terms and conditions will control this Agreement, notwithstanding
any provisions in any employment agreement or in any prior awards.




     (b) Employee hereby acknowledges that he is to consult with and rely upon only
Employee’s own tax, legal, and financial advisors regarding the consequences and risks of
this Agreement and the award of Performance Share Units.




     (c) This Agreement may not be amended or modified except by a written agreement
executed by the parties hereto or their respective successors and legal representatives.
The captions of this Agreement are not part of the provisions hereof and shall have no
force or effect.



     26. Compliance with Code Section 409A. It is the intention of the Company and
Employee that his Agreement not result in an unfavorable tax consequences to Employee under Code
Section 409A. Accordingly, Employee consents to any amendment of this Agreement as the Company may
reasonably make in furtherance of such intention, and the Company shall promptly provide, or make
available to, Employee a copy of such amendment. Any such amendments shall be made in a manner
that



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preserves to the maximum extent possible the intended benefits to Employee. This paragraph 24
does not create an obligation on the part of Company to modify this Agreement and does not
guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and
penalties under Code Section 409A.



     27. Electronic Delivery. The Company may, in its sole discretion, deliver any
documents related to the Performance Share Units awarded under this Agreement or the Plan by
electronic means or request Employee’s consent to participate in the administration of this
Agreement and the Plan by electronic means. Employee hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by the Company.



     28. Counterparts. This Agreement may be executed in counterparts, which together
shall constitute one and the same original.



     IN WITNESS WHEREOF, Waste Management, Inc. has caused this Agreement to be duly executed by
one of its officers thereunto duly authorized and Employee has executed this Agreement, effective
as of the day and year first above written.



	 	 	 	 	 
	 	WASTE MANAGEMENT, INC.

 	 
	 	 
 	 
	 	Jay Romans 	 
	 	Senior Vice President,

Human Resources 	 
	 
	 	 	 
	 	  	 
	 	Employee 	 
	 
	 	Accepted by electronic confirmation

 	 
	 	 	 
	 	 	 
	 	 	 
	 




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