EXHIBIT 10.1


 


2021 Long Term Incentive
Compensation


 


Award Agreement


 


for the Senior Leadership
Team under the


 


Waste Management, Inc.
2014 Stock Incentive Plan


 


This
Award Agreement (this “Agreement”) is entered into effective as of           (the
 “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (the “Company”)
(together with its Subsidiaries and Affiliates, “WM”), and you (“Employee”).
At all times, the Awards under this Agreement are subject to the terms and conditions of the Waste Management, Inc. 2014
Stock Incentive Plan (the “Plan”), this Agreement, and all applicable administrative interpretations
and practices. A copy of the Plan is available online at http://visor.wm.com under the Legal tab. Once there, scroll
to the bottom of the Legal page, then choose Documents, Stock Incentive Plan and choose “2014 Stock Incentive Plan.”
A description of the Plan appears on the same page under “2014 Stock Incentive Plan Prospectus” (the “Prospectus”).
Please also see the Company’s Form 10-K included in its most recent Annual Report, available on the Investor Relations
page of www.wm.com under Financial Reporting – Annual Reports, for information about the Company. By executing
this Agreement, you consent to receipt of the Plan, the Prospectus, and the Annual Reports by electronic access as set forth in
this paragraph.


 


You
must execute this Agreement in full, online in accordance with the instructions below, prior to          
, in order for this Agreement to become effective. If you do not execute this Agreement by correctly following
the instructions below, your Awards may be cancelled.


 


Important Instructions
for Executing this Agreement


 


If you have previously received a stock-based incentive award,
simply log on to www.mywmtotalrewards.com using your My WM Total Rewards user ID and password. If you have forgotten your
user ID or password, there are instructions on the site to help you.  Under the “My Compensation” section, click
on the link to view your grants at the website maintained by the third party stock administrator appointed by the Company. Follow
the online instructions and complete all of the steps required to accept the award.


 


If you are a new Plan participant, you must open a Limited
Individual Investor Account (LIIA) before you can accept your awards. This account is separate from any other brokerage account
you may have at the third party stock administrator. To open your LIIA, log on to www.mywmtotalrewards.com using your My
WM Total Rewards user ID and password. If you have forgotten your user ID or password, there are instructions on the site to help
you.  Under the “My Compensation” section, click on the link to the secure website maintained by the third party
stock administrator appointed by the Company. You may also log in directly at www.benefits.ml.com. Once logged in, follow
the prompts to “Open a Brokerage Account”. When you have successfully created your account, follow the online instructions
and complete all of the steps required to accept the award.


 


Performance Share Units


 


		1.	PSU Grant. The Company grants to Employee a Performance Share Unit Award (a “PSU Award”),
as provided in the Notice of Long-Term Incentive Award dated           (the “Notice”). Each Performance Share Unit
(“PSU”) is a notational unit of measurement denominated in shares of common stock of the Company, $.01
par value (“Common Stock”).





















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	2.	PSU Metrics.



 


		a.	The “Performance Period” for this PSU Award is the 36-month period beginning January 1,
2021, and ending on December 31, 2023. Vesting and payout of your PSU Award is based upon the level of achievement of the
Performance Goals that have been set by the Management Development and Compensation Committee of the Board of Directors
of the Company (the “Committee”). The Performance Goals set by the Committee for your PSU Awards are
described in paragraph 3 below.



 


		b.	The performance measure selected by the Committee to serve as the Performance Goal for half (50%) of your Target PSU Award
is Cash Flow Generation (defined in paragraph 2.c. below). The performance measure selected by the Committee to serve
as the Performance Goal for the other half (50%) of your Target PSU Award is Total Shareholder Return Relative to the S&P
500, or “TSR” (as defined in paragraph 2.d. below). To determine the payout (if any) under your
PSU Award, the Committee will determine the level of the Performance Goal reached (“Achievement”) and
the corresponding payout percentage applicable to each half of your Target PSU Award under paragraph 3 below. The Committee’s
determinations, and the related calculations, including the calculation of Cash Flow Generation and TSR, are made by, and in the
sole discretion of, the Committee, and are final and not subject to appeal.



 


		c.	Cash Flow Generation is the net cash flow provided by operating activities of WM for the Performance Period,
less capital expenditures, with the following adjustments:



 


		i.	Payments related to costs (including legal costs) associated with labor disruptions (e.g., strikes) and actual or potential
multiemployer plan withdrawal liability(ies) are excluded as expenditures required as a result of past labor commitments combined
with changing economic conditions of the present business climate;



 


		ii.	Strategic acquisition, restructuring, transformation and reorganization costs are excluded in recognition of WM’s goals
to increase customer and business base while minimizing operating costs; and



 


		iii.	Cash proceeds from the normal course of business divestiture of assets and businesses are included. Cash proceeds from strategic
divestitures of assets and businesses are excluded.



 


The Committee, solely in its discretion, is permitted
to make other adjustments to reflect management’s performance consistent with maximizing shareholder value; provided
that such other adjustments shall not reduce the Cash Flow Generation amount.


 


		d.	Total Shareholder Return Relative to the S&P 500 or “TSR” is the percentile performance of the
Company as compared to the other S&P 500 Companies for the Performance Period. For these purposes:






		i.	S&P 500 Companies means all of the
entities listed on the Standard & Poor’s 500 Composite Index, including the Company, on the date which is 30 trading
days prior to the commencement of the Performance Period, with the following modifications:



 





    A. except as provided in paragraph 2.d.i.B. below, only
those entities that continue to trade throughout the Performance Period without interruption on a National Exchange
shall be included; and





    B. any such entity that files for bankruptcy (“Bankrupt
Peer”) during the Performance Period shall continue to be included.





For these purposes “National Exchange”
shall mean a securities exchange that has registered with the SEC under Section 6 of the Securities Exchange Act of 1934.


 


		ii.	Total Shareholder Return is the result
of dividing (1) the sum of the cumulative value of an entity’s dividends for the Performance Period, plus the entity’s
Ending Price, minus the Beginning Price, by (2) the Beginning Price. For purposes of determining the cumulative value of
an entity’s dividends during the Performance Period, it will be assumed that all dividends declared and paid with respect
to a particular entity during the Performance Period were reinvested in such entity at the ex-dividend date, using the closing
price on such date. The aggregate shares, or fractional shares thereof, that will be assumed to be purchased as part of the reinvestment
calculation will be multiplied by the Ending Price to determine the cumulative value of an entity’s dividends for the Performance
Period. For these purposes:








 





		A.	Price is the per share closing price, as reported by the Bloomberg L.P. (or any other publicly available reporting
service that the Committee may designate from time to time) of a share or share equivalent on the applicable stock exchange.




 









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		B.	Beginning Price is the average Price for the period of 20 trading days immediately preceding the first day of
the Performance Period.






		C.	Ending Price is the average Price for the period of 20 trading days immediately preceding and including the final
day of the Performance Period.






		D.	Bankrupt Peer: Notwithstanding anything in the foregoing to the contrary, any Bankrupt Peer shall have a Total
Shareholder return of negative one hundred percent (-100%).



 





		iii.	Relative TSR Percentile Rank is the percentile
performance of the Company as compared to the S&P 500 Companies. Relative TSR Percentile Rank is determined by ranking the
Company and all other S&P 500 Companies according to their respective Total Shareholder Return for the Performance Period.
The ranking is in order from minimum-to-maximum, with the lowest performing entity assigned a rank of one. The Company’s
ranking is then divided by the total number of entities within the S&P 500 Companies to get the Relative TSR Percentile Rank.



 


		3.	PSU Payout Percentage.



 


		a.	The Performance Goals are the levels of performance set by the Committee on the Grant Date with respect to each
measure of performance.



 


		b.	The “Target PSU Award” for this Agreement is based on the target number of PSUs granted by the Committee
and announced in the Notice. If Achievement falls between two levels of Achievement, the resulting payout percentage will be straight–line
interpolated (rounding to the nearest 0.1 percent) between the payout percentages for those two levels of Achievement.



 


Achievement Levels and Corresponding Payouts for PSUs
Dependent on Cash Flow Generation Performance Measure


 


	Level of Achievement	 	Cash Flow 
 Generation Over
 the Performance
 Period	 	Payout Percentage for the
 applicable half of your 
 Target PSU Award	 
	Threshold Performance (the minimum level of Achievement to qualify for any payout of the Cash Flow Generation half of your Target PSU Award.)	 	$6.600 Billion	 	 	50	%
	Target Performance (the level of Achievement to qualify for 100% payout of the Cash Flow Generation half of your Target PSU Award.)	 	$7.032 Billion	 	 	100	%
	Maximum Performance (the maximum level of Achievement that results in an increased number of PSUs paid out under the Cash Flow Generation half of your Target PSU Award.)	 	$7.500 Billion	 	 	200	%



 


Achievement Levels and Corresponding Payouts for PSUs
Dependent on TSR


 


	Total Shareholder Return Relative to the S&P 500 over the Performance Period
	Level of Achievement
  
	 	Relative TSR 
 Percentile Rank	 	 	Payout Percentage for the 
 applicable half of your Target 
 PSU Award	 
	Threshold Performance (the minimum level of Achievement to qualify for any payout of the TSR half of your Target PSU Award.)	 	 	25	th	 	 	50	%



 




















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	Target Performance (the level of Achievement to qualify for 100% payout of the TSR half of your Target PSU Award.)	 	 	50	th	 	 	100	%
	Maximum Performance (the maximum level of Achievement that results in an increased number of PSUs paid out under the TSR half of your Target PSU Award.)	 	 	75	th	 	 	200	%





 


	4.	Timing and Form of Payment of PSU Award. After the close of the Performance Period, the Committee will certify
(with respect to each portion of your Target PSU Award relating to the separate Performance Goals) Achievement and determine the
corresponding payout percentage of the PSU Award by multiplying the applicable half of the PSU Award by the applicable payout percentage.
The results will sum to the total number of shares of Common Stock that you are entitled to receive (the “PSU Awarded
Shares”). Unless you have a valid Deferral Election in place for your PSU Award (see paragraph 8 under “Important
Award Details” for further information on permitted deferrals), the Company will deliver the PSU Awarded Shares and payment
of the corresponding Dividend Equivalents (as defined in paragraph 7 under “Important Award Details”)
as soon as administratively feasible (and no later than 74 days after the end of the Performance Period) after the Committee’s
certification and determination.



 


Stock Options


 


	1.	Stock Option Grant. The Company grants to Employee a stock option award (the “Stock Option Award”)
for the number of shares (“Stock Options”) of Common Stock provided in the Notice. This Stock Option
Award grants Employee the right to purchase shares of Common Stock at the Grant Price. The “Grant Price”
is the Fair Market Value (as defined in the Plan) of a share of Common Stock on the Grant Date.



 


	2.	Term. Notwithstanding any other provisions of this Agreement, the maximum term of the Stock Option Award is the 10th
anniversary of the Grant Date.



 


	3.	Right to Exercise. Provided Employee remains employed by WM continuously through the applicable exercise dates, the
Stock Option Award is exercisable as follows:



 


	Exercise Date	 	Cumulative Percentage of Stock


 Option Award Exercisable
	 
	Prior to the first anniversary of the Grant Date	 	 	0	%
	On or after the first anniversary of the Grant Date	 	 	34	%
	On or after the second anniversary of the Grant Date	 	 	67	%
	On or after the third anniversary of the Grant Date	 	 	100	%



 


	4.	Manner of Exercise. In order to exercise all or a portion of the Stock Option Award, Employee must contact (either by
phone or online) the third-party stock plan administrator designated by the Company and follow the procedures established by the
Company for exercising a Stock Option Award.



 


	5.	Payment of Grant Price. The Grant Price is payable in full to the Company either (a) in cash or its equivalent;
(b) by tendering previously acquired shares of Common Stock held for at least six months and with an aggregate fair market
value at the time of exercise equal to the aggregate Grant Price; (c) to the extent Employee is an executive officer at the
time of exercise, by withholding shares of Common Stock that otherwise would be acquired pursuant to the Stock Option Award; or
(d) any combination of the foregoing. The Grant Price may also be paid by cashless exercise through delivery of irrevocable
instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of shares having fair market value
equal to the Grant Price, provided that such instructions are delivered by no later than the close of the New York Stock Exchange
on the last Trading Day prior to the 10th anniversary of the Grant Date. Payment by cashless exercise shall not be
considered to have occurred until the broker has issued confirmation of the transaction. For these purposes, Trading Day
means a day on which the New York Stock Exchange is open for trading for its regular trading sessions.



 

















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Important Award Details


 


Your Awards under this Agreement are subject
to important terms and conditions set forth below. Please read them carefully and seek advice from your own legal and tax advisors
before executing this Agreement.


 


		1.	Death or Disability. Upon 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, and the Treasury Regulations issued thereunder (“Section 409A”)
and specifically Section 409A(a)(2)(C) (“Disability”)), Employee (or in the case of Employee’s
death, Employee’s beneficiary) shall, subject to paragraph 2.e below, be entitled to:



 


		a.	receive the PSU Awarded Shares and related Dividend Equivalents that Employee would have been entitled to under this Agreement
if Employee had remained employed until the last day of the Performance Period and determined based upon actual Achievement through
the end of the Performance Period, which shall be paid to no later than 74 days following the end of the Performance Period; and



 


		b.	exercise all Stock Options outstanding under the Stock Option Award (whether or not previously exercisable) for one year following
such event. Provided however, if Employee was eligible for Retirement (as defined in paragraph 2.d.i. below) at the
time of his death or Disability, the Stock Option Award will remain exercisable for three years following the date of such event.



 


		2.	Treatment of PSU Award Upon Retirement or Involuntary Termination of Employment Without Cause by WM.



 


		a.	Upon an involuntary Termination of Employment by WM without Cause (as defined in paragraph 6.d.iii. below), Employee shall,
subject to paragraph 2.e below, be entitled to receive the PSU Awarded Shares and related Dividend Equivalents that Employee would
have been entitled to under this Agreement if Employee had remained employed until the last day of the Performance Period and determined
based upon actual Achievement through the end of the Performance Period multiplied by the fraction which has as its numerator the
total number of days that Employee was employed by WM during the Performance Period and has as its denominator 1096 (which amount
shall be issued and paid as soon as practicable and no later than 74 days following the end of the Performance Period).



 


		b.	Upon Employee’s Retirement (as defined in paragraph 2.d.i below), Employee shall, subject to paragraph 2.e below, be
entitled to receive the PSU Awarded Shares and related Dividend Equivalents that Employee would have been entitled to under this
Agreement if Employee had remained employed until the last day of the Performance Period and determined based upon actual Achievement
through the end of the Performance Period multiplied by the fraction which has as its numerator the total number of days that Employee
was employed by WM during the first 12 months of the Performance Period and has as its denominator 365 (which amount shall be issued
and paid as soon as practicable and no later than 74 days following the end of the Performance Period). To illustrate the application
of the preceding sentence, if Employee’s Retirement is on or after December 31, 2021, subject to paragraph 2.e below,
he or she shall be eligible to receive a full payout at the end of the Performance Period (based upon actual Achievement).



 


		c.	In the event Employee is employed by a subsidiary of the Company that is sold by the Company in a transaction (i) that
would not constitute a Change in Control of the Company within the meaning of paragraph 6.c.i. below, but (ii) that would
constitute a Change in Control of the subsidiary within the meaning of paragraph 6.c.i. with the subsidiary substituted for Company
thereunder, such transaction shall be deemed to constitute an involuntary Termination of Employment by WM without Cause for purposes
of this paragraph 2 as of the effective date of such Transaction.



 














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		d.	The following terms shall have the meanings set forth below for purposes of this Agreement:



 


		i.	Retirement means Termination of Employment due to the voluntary resignation of employment by Employee, after
Employee (1) has reached age 55 or greater; (2) has a sum of age plus years of Service (as defined in paragraph ii. below)
with WM equal to 65 or greater; and (3) has completed at least 5 consecutive full years of Service with WM during the 5 year
period immediately preceding the resignation; provided, that Employee is not receiving severance benefits pursuant to the
severance pay plans of WM in connection with such Termination of Employment.



 


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



 


		e.	In order to receive any of the vesting or exercisability benefits upon termination described in paragraphs 1, 2.a, 2.b or 3.b,
Employee (or, if applicable, Employee’s estate) must (x) to the extent requested by WM, execute and not revoke a general
release of claims in favor of WM and its affiliates in a form that is acceptable to WM and which has become effective and irrevocable
prior to the payment date set forth above (or such earlier deadline set by WM) and (y) continue to abide by all ongoing obligations
to WM under any restrictive covenant agreement.



 


		3.	Treatment of Stock Option Award upon Involuntary Termination; Resignation; Retirement.



 


		a.	Involuntary Termination of Employment Without Cause or Resignation by Employee. Upon an involuntary Termination of Employment
without Cause by WM or a Termination of Employment due to a voluntary resignation by Employee that is accepted by WM that is not
a Retirement (as defined above), for a period of 90 days following such Termination of Employment, Employee shall be entitled to
exercise all of the Stock Options then outstanding and exercisable under the Stock Option Award. Any Stock Options that are not
outstanding and exercisable shall be forfeited.



 


		b.	Retirement. Upon Employee’s Retirement, the Stock Option Award shall, subject to paragraph 2.e above, continue
to become exercisable under the applicable exercise schedule for three years following Employee’s Retirement and once exercisable
shall remain exercisable for the three-year period following Employee’s Retirement.



 


		4.	Termination of Employment for Other Reasons.



 


		a.	PSU Award in the Event of Involuntary Termination with Cause or Resignation by Employee. Except as provided in paragraphs
1 through 2 above and 6 below, Employee must be an employee of WM continuously from the Grant Date through the close of business
on last day of the Performance Period to be entitled to receive payment of any PSU Award. Upon Termination of Employment on or
before December 31, 2023, for any reason other than any termination that would qualify Employee for payout under paragraphs
1 through 2 above and 6 below, Employee shall immediately forfeit the PSU Award and any related Dividend Equivalents without payment
of any consideration by WM.



 


		b.	Stock Option Award in the Event of Involuntary Termination with Cause. Upon Termination of Employment by WM with Cause,
Employee shall forfeit all Stock Options under the Stock Option Award, whether or not exercisable, without the payment of any consideration
by WM.



 













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		5.	Repayment of Award in the Event of Misconduct.



 


		a.	Overriding any other inconsistent terms of this Agreement, if the Committee, in its sole discretion, determines that Employee
either engaged in or benefited from Misconduct (as defined below), then, to the fullest extent permitted by law, Employee shall
refund and pay to WM any Common Stock and/or amounts (including Dividend Equivalents), plus interest, received by Employee under
this Agreement. Misconduct means any act or failure to act by any employee of WM that (i) caused or was intended
to cause a violation of WM’s policies or the WM code of conduct, generally accepted accounting principles or any applicable
laws in effect at the time of the act or failure to act in question and that (ii) materially increased the value of the payment
or Award received by Employee under this Agreement. The Committee may, in its sole discretion, delegate the determination of Misconduct
to an independent third party (either a law firm or an accounting firm, hereinafter referred to as Independent Third Party)
appointed by the Committee.



 


		b.	Following a determination of Misconduct by Employee, Employee may dispute such determination pursuant to binding arbitration
as set forth in paragraph 18 under “General Terms” provided, however, that if Employee is determined to have benefited
from, but not engaged in, Misconduct, Employee will have no right to dispute such determination and such determination shall be
conclusive and binding.



 


		c.	WM must initiate recovery pursuant to this paragraph 5 by the earliest of (i) one year after discovery of alleged Misconduct,
or (ii) the second anniversary of Employee’s Termination of Employment.



 


		d.	The provisions of this paragraph 5, without any implication as to any other provision of this Agreement, shall survive the
expiration or termination of this Agreement and Employee’s employment.



 


		6.	Acceleration upon Change in Control. Overriding any other inconsistent terms of this Agreement:



 


		a.	PSU Award. If there is a Change in Control (as defined in paragraph 6.c.i. below) before the close of
the Performance Period, Employee is entitled to receive both i. and ii., as follows:



 


		i.	For each half of the PSU Award, the result of an equation with a numerator of



 


		(x)	the respective number of PSUs Employee would have otherwise received based upon achievement of the applicable Performance Goal
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, for the Cash Flow Generation half of the PSU Award, after adjusting the Threshold, Target
and Maximum Achievement Levels to reflect budgeted performance in the shorter Performance Period, multiplied by



 


		(y)	a fraction equal to (1) the number of days occurring between the beginning of the Performance Period and the Early Measurement
Date (including the Early Measurement Date) divided by (2) 1096.



 


Payout of the PSUs shall be an immediate cash payment
(in all events paid within 74 days following the Change in Control) equal to the number of PSUs earned under this paragraph 6.a.
multiplied by the closing stock price of the Common Stock on the Early Measurement Date and will be accompanied by a cash payment
of the associated Dividend Equivalents through the Early Measurement Date; and


 


		ii.	As a substitute award for the lost opportunity to continue to earn PSUs for the entire length of the original Performance Period:



 


		1.	If the successor entity is 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 quotient obtained from the following equation:



 











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TAP X (1095 – EMD) x CP


1095



 




where

TAP
is the number of PSUs represented by the Target PSU Award;


EMD
is the number of days during the Performance Period which occur prior to and including the Early Measurement Date;
and


CP
is the closing price of a share of Common Stock of the Company on the Early Measurement Date.


 


Any restricted stock units in the successor entity
awarded under this paragraph 6.a.ii.1. will vest completely on December 31, 2023 (and be paid within 74 days thereof), provided
that Employee remains continuously employed with the successor entity until then. Provided however, in the event of Employee’s
involuntary Termination of Employment without Cause during the Window Period (as defined in paragraph c.iv. below)
or upon Employee’s Retirement, death or Disability, Employee shall become immediately vested in full in the restricted stock
units in the successor entity awarded pursuant to this paragraph 6.a.ii.1 and paid (i) in the case of death or Disability,
within 74 days of such time or (ii) in the case of Retirement or involuntary Termination of Employment without Cause, within
74 days following December 31, 2023.


 


		2.	If the successor entity is not a publicly traded company as of the Early Measurement Date, an amount of cash equal to the quotient
obtained from the equation in paragraph 6.a.ii.1. above.



 


Any cash payment awarded under this paragraph 6.a.ii.2.
will be paid to Employee as soon as administratively feasible (and no later than 74 days) following December 31, 2023, provided
that Employee remains continuously employed with the successor entity until such date. Provided however, in the event of Employee’s
involuntary Termination of Employment without Cause during the Window Period or upon Employee’s Retirement, death or Disability,
Employee shall become vested and be paid such cash payment by the successor entity (i) in the case of death or Disability,
within 74 days of such time or (ii) in the case of Retirement or involuntary Termination of Employment without Cause, within
74 days following December 31, 2023.


 


		b.	Stock Option Award. In the event of Employee’s involuntary Termination of Employment without Cause or Termination
of Employment due to a resignation by Employee for Good Reason that, in either case, occurs on or before the second anniversary
of a Change in Control, the Stock Option Award shall become exercisable immediately (whether or not previously exercisable) and
shall remain exercisable for the three year period following such Termination of Employment. For this purpose, “Good
Reason” has the same meaning determined by Employee’s written employment agreement in effect on the Grant Date.
In the event there is no such agreement or definition, then Good Reason means the initial existence of one or more of the following
conditions, arising without the consent of the Employee: (1) a material diminution in Employee’s base compensation;
(2) a material diminution in Employee’s authority, duties, or responsibilities, so as to effectively cause Employee
to no longer be performing the duties of his position; (3) a material diminution in the authority, duties, or responsibilities
of the supervisor to whom Employee is required to report.



 


		c.	The following terms shall have the meanings set forth below for purposes of this Agreement:



 


		i.	Change in Control means the first to occur of any of the following:



 


		1.	any Person, or Persons acting as a group (within the meaning of Section 409A), acquires, directly or indirectly, including
by purchase, merger, consolidation or otherwise, ownership of securities of the Company that, together with securities 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;



 














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		2.	any Person, or Persons acting as a group (within the meaning of Section 409A), 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, including by purchase,
merger, consolidation or otherwise, ownership of securities of the Company that represents thirty percent (30%) or more of the
total voting power of the Company’s then outstanding voting securities;



 


		3.	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 of Directors of the Company (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 to 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



 


		4.	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 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;



 


provided,
in each of cases 1 through 4, that in the event the award or portion of the award is determined to constitute a non-exempt “deferral
of compensation” pursuant to Section 409A, to the extent necessary to avoid the imposition of any penalties or additional
tax under Section 409A, with respect to such award or portion of award the Change of Control event must also
constitute a “change in the ownership of a corporation,” a “change in the effective control of a corporation,”
or a “change in the ownership of a substantial portion of a corporation’s assets,” in each case, within the meaning
of Section 409A.


 


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; and


 


(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.


 














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		ii.	Termination of Employment means the termination of Employee’s employment or other service relationship
with WM as determined by the Committee. Temporary absences from employment because of illness, vacation or leave of absence and
transfers among the Company and its Subsidiaries and Affiliates will not be considered a Termination of Employment. Any question
as to whether and when there has been a Termination of Employment, and the cause of such termination, shall be determined by and
in the sole discretion of the Committee and such determination shall be final.



 


		iii.	Cause means any of the following: (1)  willful or deliberate and continual refusal to materially perform
Employee’s duties reasonably requested by WM after receipt of written notice to Employee of such failure to perform, specifying
such failure (other than as a result of Employee’s sickness, illness, injury, death or disability) and Employee fails to
cure such nonperformance within ten (10) days of receipt of said written notice; (2) breach of any statutory or common
law duty of loyalty to WM; (3) Employee has been convicted of, or pleaded nolo contendre to, any felony; (4) Employee
willfully or intentionally caused material injury to WM, its property, or its assets; (5) Employee disclosed to unauthorized
person(s) proprietary or confidential information of WM that causes a material injury to WM; or (6) any material violation
or a repeated and willful violation of WM’s policies or procedures, including but not limited to, WM’s Code of Business
Conduct and Ethics (or any successor policy) then in effect.



 


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



 


		7.	Dividend Equivalents on PSUs. Dividend Equivalents mean an amount of cash equal to all dividends and distributions
(or their economic equivalent) that are payable by the Company on one share of Common Stock to the stockholders of record. The
Company will pay Dividend Equivalents with respect to the PSUs when (i) the Performance Period has ended; (ii) Employee
has vested in the Award; and (iii) the PSU Awarded Shares have been certified by the Committee based on actual Achievement
during the Performance Period (or otherwise determined pursuant to paragraph 6.a.i. above). As soon as administratively feasible
after these events (and no later than 74 days following the end of the Performance Period), the Company will pay Employee a lump-sum
cash amount for PSU Award Dividend Equivalents based on the number of PSU Awarded Shares multiplied by the per share quarterly
dividend payments made to stockholders of the Company’s Common Stock during the Performance Period (without any interest
or compounding). Any accumulated and unpaid Dividend Equivalents attributable to PSUs that are cancelled or forfeited will not
be paid and are immediately forfeited upon cancellation of the PSUs.



 


		8.	Deferral Elections.



 


		a.	The Committee may establish procedures for Employee to elect to defer, until a time or times later than the vesting of PSU
Awards, receipt of all or a portion of the shares of Common Stock deliverable under the Awards. Any such deferral election (“Deferral
Election”) must be under the terms and conditions determined in the sole discretion of the Committee (or its
designee) and the Waste Management, Inc. 409A Deferral Savings Plan, As Amended and Restated Effective January 1, 2014
and as further amended, restated or supplemented from time to time (the “WM 409A Plan”). The Committee
further retains the authority and discretion to modify and/or terminate existing Deferral Elections, procedures and distribution
options. Common Stock subject to a Deferral Election does not confer any shareholder rights to Employee unless and until the date
the deferral expires and certificates representing such shares are delivered to Employee.



 


		b.	No deferrals of Dividend Equivalents are permitted. In the event shares of Common Stock received upon vesting of PSU Awards
are deferred pursuant to a valid Deferral Election, then the Company will pay Dividend Equivalents to Employee in cash on such
deferred shares of Common Stock, as soon as administratively feasible following the payment of such dividends to stockholders of
record.



 














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		c.	If the Committee permits deferral of the PSU Awards under this Agreement, then each provision of this Agreement shall be interpreted
to permit deferral only (i) in accordance with the terms of the WM 409A Plan and (ii) as allowed in compliance with Section 409A.
Any provision that would conflict with such requirements is not valid or enforceable. Employee acknowledges, without limitation,
and consents that the application of Section 409A to this Agreement may require additional delay of payments otherwise payable
under this Agreement or the WM 409A Plan. Employee and the Company agree to execute any instruments and take any action as reasonably
may be necessary to comply with Section 409A.



 


General Terms


 


		1.	Restrictions on Transfer.



 


		a.	Absent prior written consent of the Committee, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered,
whether voluntarily or involuntarily, by operation of law or otherwise, other than pursuant to a domestic relations order; provided,
however, that the transfer of any shares of Common Stock issued under the Awards shall not be restricted by virtue of this Agreement
once such shares have been paid out.



 


		b.	Consistent with paragraph 1.a. above and except as provided in paragraph 3. below, 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 shall attempt to transfer, anticipate, alienate,
assign, sell, pledge, encumber or charge any right or benefit hereunder (other than pursuant to a domestic relations order), 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.



 


		2.	Fractional Shares. No fractional shares of Common Stock will be issued under the Plan or this Agreement.



 


		3.	Withholding Tax. Employee agrees that Employee is responsible for federal, state and local tax consequences associated
with the Awards (and any associated Dividend Equivalents) under this Agreement. Upon the occurrence of a taxable event with respect
to any Award under this Agreement, Employee shall deliver to WM at such time, (i) such amount of money or shares of Common
Stock earned or owned by Employee or (ii) if employee is an executive officer at the time of such tax event and so elects
(or, otherwise, with WM’s approval), shares deliverable to Employee at such time pursuant to the applicable Award, in each
case, as WM may require to meet its obligation under applicable tax laws or regulations, and, if Employee fails to do so, WM is
authorized to withhold from any shares of Common Stock deliverable to Employee, cash, or other form of remuneration then or thereafter
payable to Employee, any tax required to be withheld.



 


		4.	Compliance with Securities Laws. WM is not required to deliver any shares of Common Stock under 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, WM may require Employee (or Employee’s legal
representative upon Employee’s death or disability) to enter into such written representations, warranties and agreements
as WM may reasonably request in order to comply with applicable laws, including an agreement (in such form as the Committee may
specify) under which Employee represents that the shares of Common Stock acquired under an Award are being acquired for investment
and not with a view to sale or distribution.



 














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Further, WM may postpone issuing and/or delivering
any Common Stock for so long as WM, in its complete and sole discretion, reasonably determines is necessary to satisfy any of the
following conditions: (a) the Company completing or amending any securities registration or qualification of the Common Stock,
(b) receipt of proof satisfactory to WM that a person seeking to exercise the Award after the Employee’s death is entitled
to do so; (c) establishment of Employee’s compliance with any necessary representations or terms and conditions of the
Plan or this Agreement, or (d) compliance with any federal, state, or local tax withholding obligations.


 


		5.	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 Employee is recorded as the holder of such shares of Common Stock
on the records of the Company, including no right to dividends declared on the Common Stock underlying the Award. Notwithstanding
the foregoing, Dividend Equivalents shall be paid to Employee in accordance with and subject to the terms of paragraph 7 under
 “Important Award Details.”



 


		6.	Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable
by Employee, WM 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. 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 WM would be required to perform it if no such succession had taken place, except
as otherwise expressly provided in paragraph 6.b. under “Important Award Details.”



 


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



 


		a.	give Employee any right to be awarded any further Awards other than in the sole discretion of the
Committee;



 


		b.	give Employee or any other person any interest in any fund or in any specified asset or assets
of WM (other than the Awards made by this Agreement, the related Dividend Equivalents awarded under this Agreement, and any Common
Stock issuable under the terms and conditions of such Awards); or



 


		c.	confer upon Employee the right to continue in the employment or service of WM.



 


		8.	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.



 


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



 


		a.	Employee understands and agrees that the Awards granted under this Agreement are granted under the authority of the Plan and
these Awards and this Agreement are in all ways governed by the terms and conditions of the Plan and its administrative practices
and interpretations. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan. Employee also
agrees the terms and conditions of the Plan, this Agreement and related administrative practices and interpretations control, even
if there is a conflict with any other terms and conditions in any employment agreement or in any prior awards. Without limiting
the generality of the foregoing, as a condition to receipt of this Award, Employee agrees that the provisions relating to vesting
and/or forfeiture of this Award upon a Termination of Employment set forth in this Agreement supersede and replace any provisions
relating to vesting of the Award upon termination or other event set forth in any employment agreement, offer letter or similar
document.



 


		b.	Employee understands and agrees that he or she 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 awards made under this Agreement.



 














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		c.	Except as provided in paragraph 13 below, this Agreement may not be amended except in writing (including
by electronic writing) signed by all the parties to this Agreement (or their respective successors and legal representatives).
The captions are not a part of the Agreement and for that reason shall have no force or effect.



 


		10.	No Waiver. In the event the Employee or WM fails
to insist on strict compliance with any term or condition of this Agreement or fails to assert any right under this Agreement,
such failure is not a waiver of that term, condition or right.



 


		11.	Covenant Requirement Essential Part of Award.
An overriding condition (even if any other provision of the Plan and this Agreement are conflicting) for Employee to receive any
benefit from or payment of any Award under this Agreement, is that 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 WM.



 


		12.	Definitions. If not defined in this Agreement,
capitalized terms have the meanings set forth in the Plan.



 


		13.	Compliance with Section 409A. Both WM and Employee intend that this Agreement not result in unfavorable tax consequences
to Employee under Section 409A. Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent
to achieve that intention and WM may, disregarding any other provision in this Agreement to the contrary, unilaterally execute
such amendment to this Agreement. WM shall promptly provide, or make available to, Employee a copy of any such amendment. WM agrees
to make any such amendments to preserve the intended benefits to the Employee to the maximum extent possible. This paragraph does
not create an obligation on the part of WM 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 Section 409A. Each cash and/or stock payment and/or benefit
provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall
be considered a separate payment for purposes of Section 409A. Notwithstanding the foregoing, it is intended that Stock Option
Awards not be subject to Section 409A. For purposes of Section 409A, to the extent that Employee is a “specified
employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s separation
from service and to the limited extent necessary to avoid the imputation of any tax, penalty or interest pursuant to Section 409A,
notwithstanding anything to the contrary in this Agreement, no amount which is subject to Section 409A of the Code and is
payable on account of Employee’s separation from service shall be paid to Employee before the date (the “Delayed Payment
Date”) which is the first day of the seventh month after the Employee’s separation from service or, if earlier, the
date of the Employee’s death following such separation from service. All such amounts that would, but for the immediately
preceding sentence, become payable prior to the Delayed Payment Date will be accumulated and paid without interest on the Delayed
Payment Date.



 


		14.	Use of Personal Data. Employee agrees to the collection, use, processing and transfer of certain personal data, including
name, salary, nationality, job title, position, social security number (or other tax identification number) and details of all
past Awards and current Awards outstanding under the Plan (“Data”), for the purpose of managing and administering the
Plan. Employee is not obliged to consent to such collection, use, processing and transfer of personal data, but a refusal to provide
such consent may affect the ability to participate in the Plan. WM may transfer Data among themselves or to third parties as necessary
for the purpose of implementation, administration and management of the Plan. These various recipients of Data may be located throughout
the world. Employee authorizes these various recipients of Data to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the purposes of implementing, administering and managing the Plan. Employee may, at any time, review Data with
respect to Employee and require any necessary amendments to such Data. Employee may withdraw his or her consent to use Data herein
by notifying WM in writing (according to the provisions of paragraph 15 below); however, Employee understands that by withdrawing
his or her consent to use Data, Employee may affect his or her ability to participate in the Plan.



 


		15.	Notices. Any notice given by one party under this Agreement to the other shall be in writing and may be delivered personally
or by mail, postage prepaid, addressed to the Secretary of the Company, at its then corporate headquarters, and Employee at Employee’s
address as shown on WM’s records, or to such other address as Employee, by notice to the Company, may designate in writing
from time to time.



 














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		16.	Electronic Delivery.    WM may, in its sole discretion, deliver any documents related to the Awards
under this Agreement, the Plan, and/or the WM 409A Plan, by electronic means or request Employee’s consent to participate
in the administration of this Agreement, the Plan, and/or the WM 409A 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 WM or another third party designated by WM.



 


17. Clawback. Notwithstanding
any provisions in the Plan or this Agreement to the contrary, any portion of the payments and benefits provided under this Agreement
or the sale of any shares of Common Stock issued hereunder shall be subject to any clawback or other recovery policy adopted by
the Committee from time to time, including, without limitation, any such policy adopted in accordance with the requirements of
the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any SEC rule.


 


		18.	Binding Arbitration. Except as otherwise specifically provided
                                         herein, the Committee’s findings, calculations and determinations under this Agreement
                                         are made in the sole discretion of the Committee, and Employee expressly agrees that
                                         such determinations shall be final and not subject to dispute. In the event, however,
                                         that Employee has a right to dispute a matter hereunder (including, but not limited to
                                         the right to dispute set forth in paragraph 5 under “Important Award Details”),
                                         the Company and Employee agree that such dispute 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, if any,
                                         shall be administered by JAMS pursuant to its Employment Arbitration Rules and Procedures,
                                         which may be found on the JAMS Website www.jamsadr.com. All expenses associated
                                         with the arbitration shall be borne by WM; provided however, that such arbitration expenses
                                         will not include attorney fees incurred by the respective parties. Judgment on any arbitration
                                         award may be entered in any court having jurisdiction.



 


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



 


Execution


 


IN
WITNESS WHEREOF, the Company 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 .


 


	WASTE MANAGEMENT, INC.	Employee  
	   	   



 


 


 


Date:


 














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