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Exhibit 10.1

 

2019 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 February 19, 2019 (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 March 31, 2019, 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   February 25, 2019 (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, 2019, and ending on December 31, 2021.  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 Adjusted Free Cash Flow (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 Adjusted Free Cash Flow and TSR, are made by,   and in the sole discretion of, the Committee, and are final and not subject   to appeal.

 

c.            Adjusted Free Cash Flow is the cash flow provided by operating activities of WM for the   Performance Period with the following adjustments:

i.    Capital   expenditures are excluded;

ii.   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;

iii.  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

iv.  Cash   proceeds from the divestiture of businesses and other assets are included.

 

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 Adjusted Free Cash Flow 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:

 

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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.

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 Adjusted Cash Flow Performance   Measure

 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
Level of Achievement
    	
Adjusted Free
   Cash Flow 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 Adjusted Free   Cash Flow half of your Target PSU Award.)
    	
$5.875 Billion
    	
50%
    	
 
    
	
 
    	
Target Performance (the   level of Achievement to qualify for 100% payout of the Adjusted Free Cash   Flow half of your Target PSU Award.)
    	
$6.375 Billion
    	
100%
    	
 
    
	
 
    	
Maximum Performance  (the maximum level of Achievement   that results in an increased number of PSUs paid out under the Adjusted Free   Cash Flow half of your Target PSU Award.)
    	
$6.875 billion
    	
200%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
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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.)
    	
25th
    	
50%
    	
 
    
	
 
    	
Target Performance (the   level of Achievement to qualify for 100% payout of the TSR half of your   Target PSU Award.)
    	
50th
    	
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.)
    	
75th
    	
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
    	
25%
    	
 
    
	
 
    	
On or after the second anniversary of the Grant Date
    	
50%
    	
 
    
	
 
    	
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

 

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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.

 

 

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, 2019, 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).

 

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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.

 

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, 2021, for any reason other than any termination that would   qualify Employee for payout under paragraphs 1 through 2 above and 6 

 

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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.

 

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 Adjusted Free Cash Flow 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

 

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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:
    
	
 
    
	
 
    	
TAP X (1096 – EMD) x CP

1096
    	
 
    
	
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, 2021 (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, 2021.

 

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, 2021, 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, 2021.

 

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.

 

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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;

 

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

 

 

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(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.

 

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 

 

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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.

 

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 

 

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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.

 

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 

 

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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.

 

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, 

 

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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.

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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   February 19, 2019.
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    	
WASTE MANAGEMENT, INC.
    	
 
    	
Employee
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Accepted by Electronic Communication    
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
John J. Morris, Jr.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Date:  February 19, 2019
    	
 
    	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
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